----------------------------- OMB APPROVAL OMB Number: 3235-0059 Expires: January 31,2008 Estimated average burden hours per response.......14. ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 14A ~~Proxy Statement Pursuant to Section~~INFORMATION
(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) ~~of the Securities Exchange Act of~~OF
THE SECURITIES EXCHANGE ACT OF 1934 ~~(Amendment~~

(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box: ~~[_] Preliminary Proxy Statement [_]~~

[X]	Preliminary Proxy Statement

[_]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-12 AllianceBernstein Variable Product Series Fund, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- ~~ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 1345 Avenue~~ of the Commission Only (as permitted by Rule14a-6(e)(2))

[_]	Definitive Proxy Statement

[_]	Definitive Additional Materials

[_]	Soliciting Material Under Rule 14a-12

AB Variable Products Series Fund, Inc.
(Name of Registrant as Specified in Its Charter)


(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[_]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4)	Proposed maximum aggregate value of transaction:


(5)	Total fee paid:

[_]	Fee paid previously with preliminary materials:


[_]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


(1)	Amount previously paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:


(4)	Date Filed:

AB FUNDS, SCB FUNDS AND ABMulti-Manager Alternative Fund

1345AvenueoftheAmericas, New York, NewYork 10105 ~~September 29, 2005~~
TollFree(800) 221-5672

August 20, 2018

Dear ~~Stockholders:~~ Shareholders:

The ~~Board~~Boards of ~~Directors~~Directors/Trustees (the "Directors") of ~~AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") and~~ the ~~series thereof~~Funds listed in the accompanying Notice of Joint Meeting of Shareholders (each, a ~~"Portfolio"~~"Fund" and, collectively, the "Funds") are pleased to invite you to the ~~Annual~~Joint Meeting of ~~Stockholders~~Shareholders (the "Meeting") to be held on ~~November 15, 2005.~~October 11, 2018. The accompanying Notice of ~~Annual~~Joint Meeting of ~~Stockholders~~Shareholders and the Proxy Statement present ~~several Proposals~~two proposals to be considered at the Meeting.

At the Meeting, stockholders or shareholders of the Funds, as applicable (collectively, the "stockholders"), will be asked to ~~elect Directors. We are also asking that you~~ approve ~~Proposals,~~new investment advisory agreements with AllianceBernstein L.P., the investment adviser to the Funds (the "Adviser"). The approval of new advisory agreements is required as ~~explained~~a result of certain anticipated changes to the indirect ownership of the Adviser, in connection with a plan by AXA S.A. to divest over time its remaining ownership interest in AXA Equitable Holdings, Inc., the indirect holder of a majority of the partnership interests in the ~~attached Proxy Statement, that are intended to update and standardize the Fund's governing documents~~Adviser and the Portfolios' fundamental investment policies. Generally, fundamental policies are policies that under federal law can only be changed by a stockholder vote. We believe that uniform Fund governing documents and fundamental policies will result in substantial benefits forindirect parent of AllianceBernstein Corporation, the Portfolios and their stockholders. The Fund was organized in 1987 and has restrictions that can be traced back to requirements that are no longer applicable. These restrictions can limit the Portfolio's flexibility to act efficiently. Although not required, many Portfolios have investment objectives that are fundamental. We are asking that you approve making these investment objectives "non-fundamental." For somegeneral partner of the ~~Portfolios, we are also asking that you approve changes to a Portfolio's investment objective. As a non-fundamental policy, the Portfolios' investment objective can be changed with approval~~Adviser. The material terms of the proposed new investment advisory agreements are identical to the material terms of the current investment advisory agreements. In addition, the stockholders of the Funds (except for Alliance California Municipal Income Fund, Inc., AllianceBernstein Global High Income Fund, Inc. and AllianceBernstein National Municipal Income Fund, Inc.) are being asked to elect Directors.

Each Board ~~in the future without the need for the delay or expense of a stockholder vote. The Directors have~~has concluded that the ~~Proposals~~proposals applicable to the Funds it oversees are in the best interests of each of ~~the Portfolios~~those Funds, and unanimously ~~recommend~~recommends that you vote "FOR" each of the ~~Proposals~~proposals that apply to ~~the Portfolio~~each of those Funds in which you ~~have an interest.~~ hold shares.

We welcome your attendance at the Meeting. IfEven if you ~~are unable~~plan to attend, we encourage you to authorize a proxy to vote ~~promptly by proxy. Computershare Fund Services,~~your shares. Broadridge Financial Solutions, Inc. ("Proxy Solicitor"), a proxy solicitation firm, has been selected to assist stockholders in the proxy solicitation process. If we have not received your proxy authorization as the date of the Meeting approaches, you may receive a telephone call from the Proxy Solicitor reminding you to authorize the proxy holders to cast your votes. No matter how many shares you own, your vote is important.

Sincerely, ~~Marc O. Mayer President~~

Robert M. Keith

Kathleen Fisher

Christopher J. Bricker

President of AB Funds

President of Sanford C.

Bernstein Fund Inc. and

Bernstein Fund, Inc.

President of AB Multi-

Manager Alternative Fund

QUESTIONS AND ANSWERS ~~ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.~~
AB FUNDS, SCB FUNDS ANDABMulti-Manager Alternative Fund

PROXY

Q. WHY DID YOU SEND ME THIS BOOKLET? A.

This booklet contains the Notice of Joint Meeting of Shareholders (the "Notice") and the Proxy Statement that provides you with information you should review before voting on the proposals that will be presented at the Joint Meeting of Shareholders (the "Meeting") for the Funds listed in the accompanying notice (each, a "Fund" and, collectively, the "Funds"). You are receiving these proxy materials because you either own shares of capital stock of a Fund or shares of beneficial interest of a Fund (we refer to both as "shares" and to the holders of shares as "stockholders"). As a stockholder, you have the right to vote on the proposal(s) concerning your investment in a Fund, but only with respect to the Fund or Funds in which you own shares.

WHO IS ASKING FOR MY VOTE?

The Board of Directors/Trustees of each Fund (each, a "Board" and, collectively the "Boards") is asking you to vote at the Meeting on the proposals applicable to that Fund. In this Proxy Statement, we will refer to both Directors and Trustees, individually, as a "Director" or, collectively, as the "Directors." Details regarding the proposals are set forth in the Proxy Statement. A summary of the proposals is as follows:

The first proposal, which is applicable to all Funds except for Alliance California Municipal Income Fund, Inc. ("ACMIF"), AllianceBernstein Global High Income Fund, Inc. ("AGHIF") and AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"), is to consider and vote upon the election of Directors of each applicable Fund.

The second proposal, which is applicable to all Funds, is to consider and vote upon the approval of new investment advisory agreements for each Fund with AllianceBernstein L.P (the "Adviser").

Each stockholder will be asked to vote on the ~~Notice~~proposal(s) that applies to the Fund in which the stockholder holds shares.

FOR FUNDS OTHER THAN ACMIF, AGHIF, AND ANMIF, WHY AM I BEING ASKED TO ELECT MEMBERS OF THE BOARD?

The members of each Board serve as representatives of stockholders of the Fund or Funds they oversee and for which they serve as director or trustee. Members of the Board have an obligation to serve the best interests of those Funds. The Investment Company Act of 1940, as amended (the “1940 Act”), requires that a majority of the Directors be elected by stockholders of the Funds on which they serve. In addition, the Board may fill vacancies or elect new Directors only if at least two-thirds of the Directors have been elected by stockholders immediately following their election.

Having all Directors elected by the stockholders at this time facilitates the election of ~~Annual Meeting~~future Directors by the Board should it become necessary or desirable, as long as two-thirds of the resulting Directors were elected by stockholders. In addition, two of the Directors of AB Multi-Manager Alternative Fund ("AMMAF") have expressed a desire to step down as soon as practicable, which would necessitate a stockholder meeting to fill the Director vacancies.

The nominees for each Fund (except for AMMAF) are all current members of their respective Boards.

Stockholders ~~(the "Notice"~~of AMMAF are being asked to elect new nominees as Directors. The new nominees currently serve as Directors on the Boards of Sanford C. Bernstein Fund, Inc. ("SCB") and Bernstein Fund, Inc. ("Bernstein"). Each of the nominees is standing for election by stockholders of AMMAF for the first time.

The Board of AMMAF is currently composed of the following directors: Christopher J. Bricker, Lawrence D. Haber, Jeanette Loeb and Carter F. "Terry" Wolfe. The terms of the existing Directors of AMMAF will expire on (i) November 1, 2018, or (ii) December 11, 2018 (in the event of adjournment of the Meeting past November 1, 2018).

The nominees for each Board other than those of SCB, Bernstein and AMMAF are Michael J. Downey, William H. Foulk, Jr., Nancy P. Jacklin, Robert M. Keith, Carol C. McMullen, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner.

The nominees for each Board of SCB, Bernstein and AMMAF are the following: Kathleen Fisher, Bart Friedman, R. Jay Gerken, William Kristol, Debra Perry and Donald K. Peterson.

WHY AM I BEING ASKED TO APPROVE NEW INVESTMENT ADVISORY AGREEMENTS?

As required by the 1940 Act, each Fund's current investment advisory agreement with the Adviser automatically terminates in the event of an assignment, which includes a direct or indirect transfer of a controlling block of the voting securities of the Adviser. This provision effectively requires a Fund's stockholders to vote on a new investment advisory agreement if the Adviser experiences a transfer of a controlling block of its voting securities for purposes of the 1940 Act.

As described in more detail in the Proxy Statement, ~~that provides you with information you should review before voting on~~AXA S.A. plans to sell over time its remaining ownership interest in AXA Equitable Holdings, Inc., the ~~Proposals that will be presented at the Annual Meeting~~indirect holder of ~~Stockholders (the "Meeting") for the Portfolios~~a majority of the ~~Fund (the "Fund") listed~~partnership interests in the ~~accompanying Notice (each a "Portfolio"~~Adviser and ~~collectively,~~ the ~~"Portfolios"). Shares~~indirect parent of AllianceBernstein Corporation, the general partner of the ~~Portfolios are not sold directly to individuals. The Portfolios only offer their shares through the separate accounts of life insurance companies ("Insurers"~~Adviser (the "Plan"). ~~As a contractholder, you hold a contract with an Insurer~~It is anticipated that ~~offers~~ one or more of the ~~Portfolios as~~sales transactions over time conducted pursuant to the Plan may ultimately result in the indirect transfer of a "controlling block" of voting securities of the Adviser and therefore may be deemed an "assignment" causing a termination of each Fund's current investment ~~option.~~ advisory agreement. To ensure continuation of the advisory services provided to each Fund, stockholders are being asked to approve a new investment advisory agreement. As part of the same proposal, stockholders are also voting to approve any future advisory agreements in the event there is more than one indirect transfer of a controlling block of the voting securities of the Adviser that occurs in connection with the Plan and a new advisory agreement terminates.

The ~~Insurers~~transaction(s) are not expected to result in any changes to the contractual investment advisory fees charged to the Funds, the portfolio management of any Fund or the nature and quality of services provided by the Adviser.

WILL THE PROPOSED INVESTMENT ADVISORY AGREEMENTS AFFECT THE PORTFOLIO MANAGEMENT OR INVESTMENT STRATEGY OF ANY FUND?

No. The investment objectives, principal investment strategies, investment processes and principal risks of the Funds will not change as a result of entering into the proposed new investment advisory agreements with the Adviser. Further, there are no anticipated changes to the portfolio management team of any Fund in connection with the proposed agreements.

DO THE PROPOSED INVESTMENT ADVISORY AGREEMENTS DIFFER FROM THE CURRENT ADVISORY AGREEMENTS?

No. The proposed new investment advisory agreements are substantially identical to the current investment advisory agreements, except with respect to the effective and termination dates. If the new agreements are approved and become effective, the Adviser will continue to provide advisory services to the Funds on the same terms and at the same contractual advisory fee rates as provided under the current investment advisory agreements, subject to any expense limitation. There is no anticipated change in the level, nature or quality of services provided to the Funds by the Adviser.

WHAT HAPPENS IF STOCKHOLDERS OF A FUND DO NOT APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENTS?

If the stockholders of a Fund do not approve the proposed new investment advisory agreements of a Fund and no direct or indirect transfer of a controlling block of the Adviser's voting securities occurs, the Adviser would continue to serve as adviser to the Fund under the current advisory agreement, and any existing sub-adviser would continue to be able to serve as sub-adviser under the current sub-advisory agreement.

If the stockholders of ~~record. However, because you,~~a Fund do not approve the ~~contractholder, are the true beneficial owner~~proposed new investment advisory agreements and a direct or indirect transfer of a controlling block of the Adviser's voting securities occurs, the current investment ~~Insurers will generally pass their voting rights onto you~~advisory agreements and ~~will vote~~any current sub-advisory agreements would terminate and the ~~shares of each Portfolio that you hold through your insurance contracts in accordance with~~Adviser would not be able to serve as adviser or enter into any ~~instructions you provide. As a contractholder, you have the right to vote~~sub-advisory agreement for the ~~election~~Fund to provide for continuity of service. Under these circumstances, the ~~Directors of~~Board would need to consider appropriate action, which could include, among other things, allowing the Fund ~~and on~~to operate under interim advisory and/or sub-advisory agreements with a duration of no more than 150 days (which agreements have been approved by the various proposals concerning your investment in a Portfolio. References to "you" or "stockholders" throughout the proxy materials shall include stockholders of record (i.e., the Insurers) and contractholders. Q. WHO IS ASKING FOR MY VOTE? A. The Board of Directors of the Fund (the "Board") is asking you to vote at the Meeting. The Proposals areBoards, as follows: The first Proposal is to elect Directors of the Fund. All stockholders will be asked to elect Directors of the Fund. We are also asking for your approval of several other Proposals. As more fully explaineddiscussed in the Proxy ~~Statement, not all~~Statement), seeking approval of ~~these Proposals apply~~new investment advisory and sub-advisory agreements, liquidation of a Fund, or reorganizing the Fund with and into another investment company in the Fund complex.

HOW DO THE BOARDS RECOMMEND I VOTE?

Each of the Boards recommends that you vote FOR each proposal that applies to the Funds overseen by that Board.

Please note that each ~~Portfolio. These Proposals include the approval of: . the amendment and restatement~~ of the ~~Fund's charter; . amendment, elimination or reclassification of certain of~~Boards has considered the ~~Portfolio's fundamental investment policies;~~proposals and ~~. reclassification of certain fundamental investment objectives as non-fundamental~~is recommending and ~~in some cases, a change in a Portfolio's investment objective. Q. HOW DOES THE BOARD RECOMMEND I VOTE? A. The Board recommends~~asking that you vote "FOR" all Proposals. Q. WHO IS ELIGIBLE TO VOTE? A. Stockholders of record at the close of business on August 24, 2005 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. You will be entitled to vote for them,only ~~on those Proposals that apply~~ with respect to the ~~Portfolio in which you have an interest on the Record Date. If you were a contractholder of an insurance contract~~Fund or Funds that ~~held shares in a Portfolio on the Record Date, you have the right~~it oversees, and that Board has not considered, nor is it making any recommendation for, any proposal with respect to ~~vote even if you no longer invest in the Portfolio. Q. WHAT ROLE DOES THE BOARD PLAY? A. The Board directs the management of the business and affairs of the~~any other Fund. ~~Each of the Directors has an obligation to act in what he or she reasonably believes to be the best interests of the Fund, including approv-~~ ing and recommending charter and policy changes such as those proposed in the Proxy Statement. The background of each nominee for Director is described in the Proxy Statement. Q. WHY ARE THE DIRECTORS PROPOSING THE AMENDMENT AND RESTATEMENT OF THE FUND'S CHARTER? A. The Fund is organized under Maryland law. We are proposing the amendment and restatement of the Fund's charter for your approval in order to modernize and standardize this document and to facilitate more efficient management of the Fund by giving it greater flexibility as permitted under Maryland law. Q. WHY ARE THE DIRECTORS PROPOSING TO AMEND, ELIMINATE OR RECLASSIFY CERTAIN OF THE PORTFOLIOS' FUNDAMENTAL INVESTMENT RESTRICTIONS? A. Certain policies are required by the federal law applicable to mutual funds to be fundamental, meaning they cannot be changed without stockholder vote. We are proposing to standardize these required fundamental policies so that the Portfolios will have uniform policies. Many of the Portfolios adopted other policies as fundamental when it was not necessary to do so. We are proposing to eliminate many of these policies because they are no longer required due to changes in applicable law and can now be eliminated. As explained in the Proxy Statement, certain of these fundamental policies will be reclassified and retained as non-fundamental policies, if stockholders approve making them non-fundamental. These proposals would update the Portfolios' fundamental investment policies and standardize them across the Portfolios. The Portfolios would continue to be managed in accordance with the investment policies described in their prospectuses (as such prospectuses are updated from time-to-time). We do not expect that the revised policies would significantly change the way the Portfolios are managed. Q. WHY ARE THE DIRECTORS PROPOSING THAT YOU APPROVE RECLASSIFYING THE PORTFOLIOS' FUNDAMENTAL INVESTMENT OBJECTIVES AND, IN SOME CASES, MODIFYING THEM? A. A Portfolio's investment objective generally is not required to be fundamental. Consequently, a Portfolio is not usually required to have a stockholder vote to change its objective under applicable laws. We propose the reclassification of the Portfolios' fundamental investment objectives as non-fundamental to provide the Portfolios with the flexibility to respond to market changes without incurring the expense and delay of seeking a stockholder vote. The reclassification would permit a Portfolio to revise its investment objective in the event that the Board in consultation with the Portfolios' investment adviser, Alliance Capital Management L.P. ("Alliance"), believes it is necessary or appropriate to emphasize different strategies or portfolio allocations in light of then prevailing market conditions or trends. The proposed changes to certain of the Portfolios' investment objectives are intended to simplify and clarify the Portfolios' investment objectives and to make them consistent among similar groups of Portfolios. Any subsequent change in a Portfolio's investment objective would be subject to prior approval by the Board. Stockholders will be given at least 60 days' notice prior to the implementation of a material change in an investment objective. Q. WHY ARE THERE SO MANY PROPOSALS FOR MULTIPLE PORTFOLIOS IN ONE PROXY STATEMENT? A. The Portfolios are intended to offer a broad range of investment opportunities to investors. We have included all of our Proposals in one Proxy Statement to reduce costs. More tailored Proxy Statements would increase printing and mailing costs significantly. We recognize that the Proxy Statement is lengthy and have endeavored to make it as simple and understandable as possible. Q. HOW CAN I VOTE MY PROXY? A. Please follow the voting instructions included on the enclosed Proxy Card.

WHO IS ELIGIBLE TO VOTE?

Stockholders of record of the Funds at the close of business on August 13, 2018 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. You will be entitled to vote only on those proposals that apply to the Fund or Funds of which you were a stockholder on the Record Date. If you owned shares on the Record Date, you have the right to vote even if you later redeemed the shares.

WHAT ROLE DO THE BOARDS PLAY?

The business and affairs of each Fund are overseen by that Fund's Board. Each Director of a Fund has an obligation to act in what he or she believes to be the best interests of the Fund, including approving and recommending the proposals in the Proxy Statement for that Fund. The background of each nominee for Director of each Fund that is subject to Proposal One is described in the Proxy Statement.

WHY ARE THE PROPOSALS FOR MULTIPLE FUNDS IN ONE PROXY STATEMENT?

The Funds offer a broad range of investment opportunities to investors and have over 2.5 million accounts. Many stockholders own shares of multiple Funds. We have included the proposals in one Proxy Statement to reduce costs and to avoid burdening stockholders with more than one Proxy Statement. Multiple Proxy Statements would consume more paper and increase printing and mailing costs. We recognize that the Proxy Statement is lengthy and have endeavored to make it as simple and understandable as possible.

HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE?

Please follow the instructions included on the enclosed Proxy Card.

Q. WHAT IF I WANT TO REVOKE MY PROXY? A.

You can revoke your proxy at any time prior to its exercise (i) by ~~(i)~~ giving written notice to the Secretary of a Fund at 1345 Avenue of the Americas, New York, New York 10105, (ii) by authorizing a later-dated proxy (either by signing and submitting another proxy card or by calling (844) 670-2142 or (iii) by personally voting at the Meeting. Please note that attendance at the Meeting without voting will not be sufficient to revoke a previously authorized proxy.

WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?

A. Please call (844) 670-2142 if you have questions.

[LOGO(S)]

THE AB FUNDS, SCB FUNDSAND
ABMulti-Manager Alternative Fund

1345AvenueoftheAmericas, New York, NewYork 10105

Toll Free (800) 221-5672

NOTICE OF JOINT MEETING OF SHAREHOLDERS
SCHEDULED FOR OCTOBER 11, 2018

To the Shareholders of the Fund at 1345 Avenue of the Americas, New York, New York 10105, (ii) by signing and submitting another proxy of a later date or (iii) by personally voting at the Meeting. Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY? A. If you have questions, you can contact Computershare Fund Services, Inc., a proxy solicitation firm, that has been selected to assist in the proxy solicitation process. The telephone number is (866) 201-1122. ~~[LOGO] ALLIANCEBERNSTEIN (R) Investment Research and Management ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.~~ Americas Government Income Portfolio Money Market Portfolio Balanced Wealth Strategy Portfolio Real Estate Investment Portfolio Global Bond Portfolio Small Cap Growth Portfolio Global Dollar Government Portfolio Small/Mid Cap Value Portfolio Global Research Growth Portfolio Total Return Portfolio Global Technology Portfolio Utility Income Portfolio Growth Portfolio U.S. Government/High Grade Securities Portfolio Growth and Income Portfolio U.S. Large Cap Blended Style Portfolio High Yield Portfolio Value Portfolio International Portfolio Wealth Appreciation Strategy Portfolio International Value Portfolio Worldwide Privatization Portfolio Large Cap Growth Portfolio
- -------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS SCHEDULED FOR NOVEMBER 15, 2005 To the Stockholders of the series of AllianceBernstein Variable Products Series Fund, Inc. (the "Fund"): Funds:

Notice is hereby given that ~~an Annual~~a Joint Meeting of ~~Stockholders~~Shareholders (the "Meeting") of the ~~series of the Fund (each,~~Funds listed below (individually, a ~~"Portfolio"~~"Fund", and, collectively, the ~~"Portfolios"~~"Funds") will be held at the offices of the ~~Fund,~~Funds, 1345 Avenue of the Americas, ~~39th~~41^st Floor, New York, New York 10105, on ~~November 15, 2005,~~October 11, 2018, at ~~3:00 p.m.~~11:30 a.m., Eastern ~~Time,~~Time. The Joint Meeting of Shareholders is designated as (i) the "Annual" shareholder meeting for all AB Funds (except for Alliance California Municipal Income Fund, Inc., AllianceBernstein Global High Income Fund, Inc. and AllianceBernstein National Municipal Income Fund, Inc.) and all SCB Funds and (ii) a "Special" shareholder meeting for all other Funds.

The Joint Meeting of Shareholders will be held to consider and vote on the following ~~Proposals,~~proposals, all of which are more fully described in the accompanying Proxy Statement dated ~~September 29, 2005: 1. The~~August 20, 2018:

To consider and vote upon the election ~~of Directors~~ of Directors/Trustees for each Fund except for Alliance California Municipal Income Fund, Inc., AllianceBernstein Global High Income Fund, Inc. and AllianceBernstein National Municipal Income Fund, Inc., each such Director/Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

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

For those Funds for which the Meeting is designated as the Annual Meeting, to transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Except as noted in Proposal 3 set forth above, only the Fund, each such Director to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies; 2. The amendment and restatement of the charter for the Fund, which will repeal in their entirety all of the currently existing charter provisions and substitute in lieu thereof the new provisionsbusiness set forth in ~~the Form~~this Notice of ~~Articles~~Joint Meeting of Amendment and Restatement attached to the accompanying Proxy Statement as Appendix D; 3. The amendment, elimination, or reclassification as non-fundamental of certain of the Portfolios' fundamental investment restrictions; 4. The reclassification of the Portfolios' fundamental investment objectives as non-fundamental and, for certain of the Portfolios, a change in the investment objective; and 5. To transact such other business asShareholders may ~~properly come~~be brought before the Meeting ~~and any adjournments~~with regard to the Funds organized under Maryland or ~~postponements thereof.~~Delaware law. Any ~~stockholder~~shareholder of record of a ~~Portfolio~~Fund at the close of business on August ~~24, 2005~~ 13, 2018is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. ~~Proxies are~~The enclosed proxy for each Fund is being solicited on behalf of the Board of Directors. Each stockholder who does not expect to attend the Meeting in person is requested to complete, date, sign and promptly return the enclosed Proxy Card, or to submit voting instructions by telephone at (866) 201-1122 or via the Internet as described on the enclosed Proxy Card. The BoardDirectors/Trustees of ~~Directors recommends a vote "FOR" each Proposal.~~ that Fund.

~~By Order of the ~~Board~~Boards of Directors, ~~Mark R. Manley~~~~

Emilie Wrapp
Secretary

New York, New York ~~September 29, 2005 - --------------------------------------------------------------------------------~~ YOUR VOTE IS IMPORTANT Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also vote by telephone or through the Internet to authorize a proxy to vote your shares. To do so, please follow the instructions on the enclosed Proxy Card. Your vote is very important no matter how many shares you own. Please complete, date, sign and return your Proxy Card promptly in order to save the Fund any additional cost of further proxy solicitation and in order for the Meeting to be held as scheduled. - -------------------------------------------------------------------------------- (R)This

~~August 20, 2018~~

YOUR VOTE IS IMPORTANT

Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed intheUnited States. You may also authorize proxies to cast your vote by telephone or through the Internet. To do so, please follow the instructions on the enclosed proxy card. Your vote is very important no matter howmanyshares you own.Pleasemarkandmail or otherwise authorizeyourproxy promptly in ordertosavetheFundsanyadditional cost of further proxy solicitation and in orderfortheMeetingtobe held as scheduled.

The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R) is a registered trademark used ~~under license from~~by permission of the owner, ~~Alliance Capital Management~~AllianceBernstein L.P. ~~TABLE OF CONTENTS~~

~~Page ----~~ Introduction 1 Proposal One -- Election of Directors 6 Proposal Two -- Amendment
	8

AB Bond Fund, Inc. ("ABF")

- AB All Market Real Return Portfolio

- AB Bond Inflation Strategy

- AB FlexFee™ High Yield Portfolio

- AB FlexFee™ International Bond Portfolio

- AB Income Fund

- AB Intermediate Bond Portfolio

- AB Limited Duration High Income Portfolio

- AB Municipal Bond Inflation Strategy

- AB Tax-Aware Fixed Income Portfolio

AB Cap Fund, Inc. ("ACF")

- AB All China Equity Portfolio

- AB All Market Alternative Return Portfolio

- AB All Market Income Portfolio

- AB Concentrated Growth Fund

- AB Concentrated International Growth Portfolio

- AB Emerging Markets Core Portfolio

- AB Emerging Markets Multi-Asset Portfolio

- AB FlexFee™ Core Opportunities Portfolio

- AB FlexFee™ Emerging Markets Growth Portfolio

- AB FlexFee™ International Strategic Core Portfolio

- AB FlexFee™ Large Cap Growth Portfolio

- AB FlexFee™ US Thematic Portfolio

- AB Global Core Equity Portfolio

- AB International Strategic Core Portfolio

- AB Multi-Manager Select Retirement Allocation Fund

- AB Multi-Manager Select 2010 Fund

- AB Multi-Manager Select 2015 Fund

- AB Multi-Manager Select 2020 Fund

- AB Multi-Manager Select 2025 Fund

- AB Multi-Manager Select 2030 Fund

- AB Multi-Manager Select 2035 Fund

- AB Multi-Manager Select 2040 Fund

- AB Multi-Manager Select 2045 Fund

- AB Multi-Manager Select 2050 Fund

- AB Multi-Manager Select 2055 Fund

- AB Select US Equity Portfolio

- AB Select US Long/Short Portfolio

- AB Small Cap Growth Portfolio

- AB Small Cap Value Portfolio

AB Core Opportunities Fund, Inc. ("ACOF")

AB Corporate Shares ("ACS")

- AB Corporate Income Shares

- AB Impact Municipal Income Shares

- AB Income Shares

- AB Municipal Income Shares

- AB Taxable Multi-Sector Income Shares

AB Discovery Growth Fund, Inc. ("ADGF")

AB Equity Income Fund, Inc. ("AEIF")

AB Fixed-Income Shares, Inc. ("AFIS")

- AB Government Money Market Portfolio

AB Global Bond Fund, Inc. ("AGBF")

AB Global Real Estate Investment Fund, Inc. ("AGREIF")

AB Global Risk Allocation Fund, Inc.

("AGRAF")

AB High Income Fund, Inc. ("AHIF")

AB Institutional Funds, Inc. ("AInstF")

- AB Global Real Estate Investment Fund II

AB Large Cap Growth Fund, Inc. ("ALCGF")

AB Municipal Income Fund, Inc. ("AMIF")

- AB California Portfolio

-AB High Income Municipal Portfolio

- AB National Portfolio

-AB New York Portfolio

AB Municipal Income Fund II

("AMIF II")

- AB Arizona Portfolio

- AB Massachusetts Portfolio

- AB Minnesota Portfolio

- AB New Jersey Portfolio

- AB Ohio Portfolio

- AB Pennsylvania Portfolio

- AB Virginia Portfolio

AB Relative Value Fund, Inc. ("ARVF")

AB Sustainable Global Thematic Fund, Inc. ("ASGTF")

AB Sustainable International Thematic Fund, Inc. ("ASITF")

AB Trust ("ABT")

- AB Discovery Value Fund

- AB International Value Fund

- AB Value Fund

AB Unconstrained Bond Fund, Inc. ("AUBF")

AB Variable Products Series Fund, Inc. ("AVP")

- AB Balanced Wealth Strategy Portfolio

- AB Dynamic Asset Allocation Portfolio

- AB Global Thematic Growth Portfolio

- AB Growth Portfolio

- AB Growth and ~~Restatement of~~ Income Portfolio

- AB Intermediate Bond Portfolio

- AB International Growth Portfolio

- AB International Value Portfolio

- AB Large Cap Growth Portfolio

- AB Real Estate Investment Portfolio

- AB Small Cap Growth Portfolio

- AB Small-Mid Cap Value Portfolio

- AB Value Portfolio

- AB Global Risk Allocation – Moderate Portfolio

Alliance California Municipal Income Fund, Inc. ("ACMIF")

AllianceBernstein Global High Income Fund, Inc. ("AGHIF")

AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF")

The AB Portfolios ("TAP")

- AB All Market Total Return Portfolio

- AB Conservative Wealth Strategy

- AB Growth Fund

- AB Tax-Managed All Market Income Portfolio

- AB Tax-Managed Wealth Appreciation Strategy

-AB Wealth Appreciation Strategy

(the ~~Charter for~~ "AB Funds")

Sanford C. Bernstein Fund II, Inc. ("SCB II")

-Bernstein Intermediate Duration Institutional Portfolio

Bernstein Fund, Inc. ("Bernstein")

- International Strategic Equities Portfolio

- International Small Cap Portfolio

- Small Cap Core Portfolio

Sanford C. Bernstein Fund, Inc. ("SCB")

- California Municipal Portfolio

- Diversified Municipal Portfolio

- Emerging Markets Portfolio

- Intermediate Duration Portfolio

- International Portfolio

- New York Municipal Portfolio

- Overlay A Portfolio

- Overlay B Portfolio

- Short Duration Diversified Municipal Portfolio

- Short Duration Plus Portfolio

- Tax-Aware Overlay A Portfolio

- Tax-Aware Overlay B Portfolio

- Tax-Aware Overlay C Portfolio

- Tax-Aware Overlay N Portfolio

- Tax-Managed International Portfolio

(the "SCB Funds")

AB Multi-Manager Alternative Fund 11 Proposal Three -- Approval of Amendment, Elimination, or Reclassification of Fundamental Investment Restrictions 17 Proposal Four -- Reclassification of Each Portfolio's Fundamental Investment Objective as Non-fundamental and for Certain Portfolios a Change in Investment Objective and Reclassification of Revised Investment Objective as Non-fundamental 33 Independent Registered Public Accounting Firm 37 Proxy Voting and Stockholder Meetings 41 Officers of the Fund 42 Stock Ownership 42 Information as to the Fund's Investment Adviser and Distributor 42 Submission of Proposals for Next Meeting of Stockholders 43 Other Matters 43 Reports to Stockholders 43 Appendix A -- Outstanding Voting Shares A-1 Appendix B -- Additional Information Regarding Directors B-1 Appendix C -- Governance and Nominating Committee Charter C-1 Appendix D -- Form of Articles of Amendment and Restatement D-1 Appendix E -- Stock Ownership E-1 ("AMMAF")

PROXY STATEMENT ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. Americas Government Income Portfolio Balanced Wealth Strategy Portfolio Global Bond Portfolio Global Dollar Government Portfolio Global Research Growth Portfolio Global Technology Portfolio Growth Portfolio Growth
[ABF, ACF, ACOF, ACS, ADGF, AEIF, AFIS, AGBF, AGREIF, TAP, AGRAF, AHIF, AInstF, ALCGF, AMIF, AMIF II, ARVF, ASGTF, ASITF, ABT, AUBF, AVP, SCB II, Bernstein, SCB and Income Portfolio High Yield Portfolio International Portfolio International Value Portfolio Large Cap Growth Portfolio Money Market Portfolio Real Estate Investment Portfolio Small Cap Growth Portfolio Small/Mid Cap Value Portfolio Total Return Portfolio Utility Income Portfolio U.S. Government/High Grade Securities Portfolio U.S. Large Cap Blended Style Portfolio Value Portfolio Wealth Appreciation Strategy Portfolio Worldwide Privatization Portfolio AMMAF are each a "Company."]
10
PROXYSTATEMENT
AB FUNDS, SCB FUNDS AND ABMulti-Manager Alternative Fund
1345 Avenue of the Americas
New York, New York 10105 ~~----------------- ANNUAL~~
JOINT MEETING OF ~~STOCKHOLDERS November 15, 2005 -----------------~~ SHAREHOLDERS

October 11, 2018
INTRODUCTION
This is a combined Proxy Statement for the ~~portfolios~~Funds listed in the accompanying Notice of ~~the AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") listed above~~Joint Meeting of Shareholders (each a ~~"Portfolio"~~"Fund", and collectively, the ~~"Portfolios"~~"Funds"). ~~The Board~~Each of ~~Directors ("Board"~~the Boards of Directors/Trustees (each a "Board" and collectively, the "Boards") is soliciting proxies for ~~an Annual~~a Joint Meeting of ~~Stockholders~~Shareholders of each Fund (the "Meeting") to consider and vote on ~~Proposals~~proposals that are being recommended by that Board for the ~~Board.~~ Fund or Funds that is oversees. We refer to Directors or Trustees as, individually, a "Director" or collectively, the "Directors" for the purposes of this Proxy Statement.
The ~~Board is~~Funds are sending you this Proxy Statement to ask for your vote on ~~several Proposals~~the proposal or proposals affecting your ~~Portfolio.~~Fund. The ~~Portfolios~~Funds will hold the Meeting at the offices of the ~~Fund,~~Funds, 1345 Avenue of the Americas, ~~39th~~41^st Floor, New York, New York 10105, on ~~November 15, 2005~~October 11, 2018 at ~~3:00 p.m.~~11:30 a.m., Eastern Time.The solicitation will be made primarily by mail and may also be made by ~~telephone. The solicitation cost will be borne by~~telephone or through the ~~Portfolios. Alliance Capital Management~~Internet.It is expected that AllianceBernstein L.P. is, the investment adviser to the ~~Portfolios ("Alliance"~~Funds (the "Adviser")., will bear the expenses of the printing and mailing of the proxy statements relating to the transactions arising from the Plan (as defined below), including the proxy solicitation costs, as well as the legal costs of Fund counsel relating thereto. The Notice of ~~Annual~~Joint Meeting of ~~Stockholders~~Shareholders, Proxy Statement, and Proxy Card are beingmailed to stockholders on or about ~~September 29, 2005.~~ August 20, 2018.
Any stockholder ~~of record~~or shareholder (each, a "stockholder" and together, the "stockholders") who owned shares of a ~~Portfolio as of~~Fund at the close of business on August ~~24, 2005~~13, 2018 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote. 1 ~~Shares~~Appendix A sets forth the number of the Portfolios are not sold directly to individuals. The Portfolios only offer their shares through the separate accounts of life insurance companies ("Insurers"). Contractholders select a Portfolio as an investment option through an insurance contract with the Insurer. The Insurer that uses a Portfolio as a funding vehicle is, in most cases, the legal stockholder of the Portfolio and, as such, has voting and investment power with respect to the shares. However, the Insurer generally will pass through any voting rights to contractholders and will vote the shares of each ~~Portfolio in~~Fund issued and outstanding as of the ~~manner directed by~~Record Date. The Joint Meeting of Shareholders is designated as (i) the "Annual" shareholder meeting for all AB Funds (except for Alliance California Municipal Income Fund, Inc., AllianceBernstein Global High Income Fund, Inc. and AllianceBernstein National Municipal Income Fund, Inc.) and all SCB Funds and (ii) a ~~contractholder. With respect~~"Special" shareholder meeting for all other Funds.
Important Notice Regarding Availability of Proxy Materials for the Shareholders' Meeting to ~~shares for which a contractholder fails to provide voting instructions, or shares that the Insurer holds for its own benefit (i.e., rather than~~be Held on behalf of a contractholder), the Insurers will vote such shares in the same proportion as the shares for which voting instructions were received from contractholders. For proxies received with no voting instructions on how to vote, the Insurer will vote those shares "FOR" the proposals. We have divided theThursday, October 11, 2018. This Proxy Statement ~~into five main parts:~~ Part I - Overview of the Board's Proposals. Part II - Discussionof each Proposal and an explanation of why we are requesting that you approve each Proposal. Part III - Informationabout the Portfolios' independent registered public accounting firm. Part IV - Additionalinformationis available on ~~proxy voting and stockholder meetings. Part V - Otherinformation about the Fund and the Portfolios.~~
2 ~~Part I - Overview of Proposals As a stockholder of one or more of~~ the Portfolios, you are being asked to consider and vote on a number of Proposals. While the following list is long, not all of the Proposals apply to each Portfolio. Many of the Proposals relate to conforming changes that will result in standardized policies across the Portfolios. Internet at www.alliancebernstein.com/abfundsproxy.
Proposal Portfolio(s) Affected 1.The election of the Directors, each such Director to serve a All Portfolios term of an indefinite duration and until his or her successor is duly elected or qualifies. 2.The amendment and restatement of the Fund's charter, which All Portfolios will repeal in their entirety all currently existing charter provi- sions and substitute in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to this Proxy Statement as Appendix D. 3.The amendment, elimination, or reclassification as non- fundamental of the fundamental investment restrictions regarding: 3.A. Diversification All Portfolios Except: Americas Government Income Portfolio, Global Bond Portfolio, and Global Dollar Government Portfolio 3.B. Issuing Senior Securities and Borrowing Money All Portfolios 3.C. Underwriting Securities Global Research Growth Portfolio, Global Technology Portfolio, Growth Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small Cap Growth Portfolio, Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and U.S. Large Cap Blended Style Portfolio 3.D. Concentration of Investments All Portfolios 3.E. Real Estate and Companies that Deal in Real Estate All Portfolios 3.F. Commodities, Commodity Contracts and Futures All Portfolios Contracts 3.G. Loans All Portfolios 3.H. Joint Securities Trading Accounts Americas Government Income Portfolio, Global Bond Portfolio, Global Technology Portfolio, High Yield Portfolio, Real Estate Investment Portfolio, Small Cap Growth Portfolio, Utility Income Portfolio, U.S. Government/High Grade Securities Portfolio, and Worldwide Privatization Portfolio 3.I. Exercising Control All Portfolios Except: Global Research Growth Portfolio, Growth Portfolio, and U.S. Large Cap Blended Style Portfolio
11
3 Proposal Portfolio(s) Affected 3.J. Other Investment Companies Americas Government Income Portfolio, Global Bond Portfolio, Global Research Growth Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Money Market Portfolio, Total Return Portfolio, Utility Income Portfolio, and U.S. Government/High Grade Securities Portfolio 3.K. Oil, Gas, and Other Types of Minerals or Mineral Americas Government Income Portfolio, Leases Global Bond Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio, Money Market Portfolio, Real Estate Investment Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio 3.L. Purchases of Securities on Margin All Portfolios Except: Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio 3.M. Short Sales All Portfolios Except: Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Small/Mid Cap Value Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio 3.N. Pledging, Hypothecating, Mortgaging or Otherwise All Portfolios Except: Encumbering Assets Growth Portfolio and Utility Income Portfolio 3.O. Illiquid Securities or Restricted Securities Global Bond Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio 3.P. Warrants Americas Government Income Portfolio and Global Bond Portfolio 3.Q. Unseasoned Companies Global Technology Portfolio 3.R. Requirement to Invest in Specific Investments Large Cap Growth Portfolio
4 Proposal Portfolio(s) Affected 3.S. 65% Investment Limitations U.S. Government/High Grade Securities Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio 3.T. Securities of Issuers in which Officers, Directors or Global Technology Portfolio, Growth and Partners Have an Interest Income Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, and Total Return Portfolio 3.U. Option Transactions Americas Government Income Portfolio, Global Technology Portfolio, Large Cap Growth Portfolio, and Money Market Portfolio 3.V. Purchasing Voting or Other Securities of Issuers Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, U.S. Government/ High Grade Securities Portfolio, and Utility Income Portfolio 3.W. Repurchase Agreements Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio 3.X. Securities with Maturities Greater than One Year Money Market Portfolio 3.Y. Acquisitions of Certain Preferred Stock and Debt High Yield Portfolio and U.S. Government/ Securities High Grade Securities Portfolio 3.Z. Investments in Government Securities Consistent with U.S. Government/High Grade Securities Internal Revenue Code Requirements Portfolio 4. A. The reclassification of a Portfolio's fundamental Americas Government Income Portfolio, investment objective as non-fundamental with no change to Balanced Wealth Strategy Portfolio, Global investment objective; and Bond Portfolio, Global Dollar Government Portfolio, Global Research Growth Portfolio, Global Technology Portfolio, High Yield Portfolio, International Value Portfolio, Money Market Portfolio, Small/ Mid Cap Value Portfolio, U.S. Government/ High Grade Securities Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio B. The reclassification as non-fundamental and with changes 1. Global Technology Portfolio to specific Portfolio's investment objectives 2. Growth Portfolio 3. Growth and Income Portfolio 4. International Portfolio 5. Large Cap Growth Portfolio 6. Real Estate Investment Portfolio 7. Small Cap Growth Portfolio 8. Total Return Portfolio 9. Utility Income Portfolio 10. Worldwide Privatization Portfolio
~~5 ~~Part II - Discussion of Each Proposal~~~~
~~PROPOSAL ONE~~
~~ELECTION OF DIRECTORS~~
At the Meeting, stockholders of each Fund, except for ACMIF, AGHIF and ANMIF, will vote on the election of Directors of ~~the~~their Fund. ~~Each~~^[1]Unless otherwise noted herein, each Director elected at the Meeting will serve for a term of an indefinite duration and until his or her successor is duly elected and qualifies.
The ~~following~~ individuals identified below have been nominated for election as Directors of the Funds as indicated below. The nominees for each Fund, except for AMMAF, are all current members of their respective Boards.
Section 16 of the 1940 Act requires that fund directors must be elected by the holders of outstanding securities of a fund, with the exception that vacancies occurring between meetings may be filled in any otherwise legal manner so long as, immediately after a vacancy is filled, at least two-thirds of the directors were elected by security holders. In order to provide the Boards with the maximum flexibility to fill vacancies on the Board without the administrative burden and expense of calling a special meeting of stockholders, the Board of each Fund (except for AMMAF) believes it is appropriate for all current Directors to be submitted to stockholders for election.
For Funds other than SCB, Bernstein and AMMAF, each nominee was recommended for nomination by the Fund's Governance and Nominating Committee; for SCB and Bernstein, each nominee was recommended for nomination by the Fund's Governance, Nominating and Compensation Committee ("Governance Committee"). Each of these Committees, which, among other things, considers recommendations on nominations for Directors, reviewed the qualifications, experience, and background of the nominees. Based upon this review, each Committee recommended each nominee to the respective Board as a candidate for nomination as a Director. ItAt meetings of Directors held on July 26, 2018 (SCB and Bernstein) and July 31-August 2, 2018 (Funds other than SCB, Bernstein and AMMAF), after discussion and further consideration of the matter, the Directors voted to nominate the nominees for election by shareholders.
Stockholders of AMMAF are being asked to elect new nominees as Directors. Currently, there are four Directors on the AMMAF Board, all of whom were elected by the Fund's initial stockholder before the Fund was offered publicly. Two of the current Directors (Mr. Carter F. "Terry" Wolfe, who is approaching the retirement age set by the AMMAF Board, and Mr. Christopher J. Bricker, whose role at the Adviser has changed) have expressed a desire to retire as Directors. The vacancies created by their retirement, however, could not both be filled by the AMMAF Board without AMMAF holding a meeting of stockholders. For the reasons discussed in more detail below, the Adviser recommended that, rather than the Board nominating two new Directors for election to the current AMMAF Board, the Board nominate the members of the Bernstein Board to serve as the Directors of AMMAF. This recommendation was based, in part, on the fact that the Bernstein Board oversees other registered investment companies primarily offered to clients of the Adviser's Bernstein Private Wealth Management division, which is the same distribution channel used for AMMAF.
______________

^[1]ACMIF, AGHIF and ANMIF are closed-end funds and hold annual stockholder meetings for the purpose of electing Directors. All of the current Directors of these Funds have been previously elected by stockholders.
When AMMAF commenced operations in 2012, it was expected that AMMAF would be offered and sold to Bernstein private clients and through unaffiliated dealers through the Adviser's normal distribution channels. However, AMMAF has not been and is not being sold through unaffiliated dealers, and the Adviser has no current intention of offering AMMAF other than to private clients. Accordingly, the Adviser stated its belief that there may be efficiencies gained by having oversight of AMMAF vested in the Bernstein Board, which oversees other funds primarily intended for distribution to private clients. For example, the consolidation of AMMAF under the oversight of the Bernstein Board is expected to result in reductions in certain fund expenses, including director fees and expenses, insurance, counsel fees, administrative reimbursement costs and other operational expenses. An analysis comparing the expenses currently incurred by AMMAF with a pro forma estimate of expenses after the election of new directors assuming AMMAF was included in the SCB Fund complex was reviewed by the AMMAF Board. In addition, the Adviser reported that a single Board for both AMMAF and the SCB Funds may facilitate oversight of the Funds' service providers, a number of whom provide services to both AMMAF and the SCB Funds.
In addition to considering the Adviser's recommendation, AMMAF's Governance and Nominating Committee reviewed the qualifications, experience, and background of the nominees. Based upon this review, the Governance and Nominating Committee nominated each member of the Bernstein Board as a candidate for nomination as an Independent Director for AMMAF. At a meeting of Directors of AMMAF held on July 24, 2018, after discussion and further consideration of the matter, the Board voted to nominate the nominees for election by stockholders.
Unless contrary instructions are received, it is the intention of the persons named as proxies in the accompanying Proxy Card to vote in favor of the nominees named below for election as Director of the Fund. Ms. Ruth Block Mr. David H. Dievler Mr. John H. Dobkin Mr. Michael J. Downey Mr. William H. Foulk, Jr. Mr. D. James Guzy Mr. Marc O. Mayer Mr. Marshall C. Turner, Jr. Directors.
All Funds Other Than SCB, Bernstein and AMMAF SCB, Bernstein and AMMAF
Michael J. Downey Kathleen Fisher
William H. Foulk, Jr. Bart Friedman
Nancy P. Jacklin R. Jay Gerken
Robert M. Keith William Kristol
Carol C. McMullen Debra Perry
Garry L. Moody Donald K. Peterson
Marshall C. Turner, Jr.
Earl D. Weiner
Each nominee has consented to serve as a Director. The ~~Board knows~~Boards of the Funds electing Directors know of no reason why any of the nominees would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the ~~Board~~Boards may ~~recommend. The Fund has a policy generally requiring that Directors retire at the end of the calendar year~~determine, in ~~which they reach the age of 76. The Governance~~its sole and ~~Nominating Committee and the Board have waived the application of this policy to Mr. Dievler through December 31, 2006.~~ absolute discretion.
~~Certain information concerningthe Funds' nominees for Director is set forth ~~below.~~ below (nominees are referred to as Directors in the charts below).~~
~~Number~~
2
~~All Funds (Other Than SCB, Bernstein and AMMAF)~~
NAME, ADDRESS,*
AGE AND
(YEAR FIRST ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
YEARS AND OTHER INFORMATION
PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY DIRECTOR
OTHER PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
INDEPENDENT DIRECTORS
Marshall C. Turner, Jr.^#
Chairman of Portfolios in Alliance-Bernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- ---------- ----------------------------- ------------------ ------------- ~~DISINTERESTED DIRECTORS Ruth Block,#,**the Board~~
76
~~(1992)~~
Private Investor since 1992 Formerly Executive Vice 105 None 500 SE Mizner Blvd., President and Chief Insurance Boca Raton, FL 33432 Officer of The Equitable Life 11/7/30 Assurance Society of The United States;prior to 2013. Former Chairman and ~~Chief Executive Officer~~CEO of ~~Evlico (insurance); former Governor at Large, National Association~~Dupont Photomasks, Inc. (components of ~~Securities Dealers, Inc.~~
~~- -------- * "Years of Service" refers to the total number of years served~~semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as a Director. There is no stated term of office for the Fund's Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committee and the Board of the Fund have waived the application of this retirement policy through December 31, 2006. ** Ms. Block was an "interested person", as defined in the Investment Company Act of 1940 (the "1940 Act") from July 22, 1992 until October 21, 2004 by reason of her ownership of securities of a control person of Alliance. Ms. Block received shares of The Equitable Companies Incorporated ("Equitable") as part of the demutualization of The Equitable Life Assurance Society of the United States in 1992. Ms. Block's Equitable shares were subsequently converted through a corporate action into American Depositary Shares of AXA, which were sold for approximately $2,400 on October 21, 2004. Equitable and AXA are control persons of Alliance. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. 6
Number of Portfolios in Alliance-Bernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- ---------- ------------------------------ ------------------ ------------- David H. Dievler,# since 1990 Independent consultant. Until 107 None P.O. Box 167, December 1994 he was Senior Spring Lake, Vice President of ACMC NJ 07762 ("Alliance Capital 10/23/29 Management Corporation", the general partner of Alliance) responsible for mutual fund administration. Prior to joining ACMC in 1984, he was Chief Financial Officerinstitutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of Eberstadt Asset Management since 1968. Prior to that, he was Senior Manager at Price Waterhouse & Co. Membertwo education and science-related non-profit organizations. He has served as a director of the American Institute of Certified Public Accountants since 1953. John H. Dobkin,#one AB Fund since 1992, ~~Consultant. Formerly 105 Municipal Art P.O. Box 12, President~~and director or trustee of Save Venice, Inc. Society (New Annandale, (preservation organization) York City) NY 12504 from 2001-2002, Senior 2/19/42 Adviser from June 1999 - June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989 - May 1999. Previously, Director of the National Academy of Design and during 1988-1992, Director andmultiple AB Funds since 2005. He has been Chairman of the ~~Audit Committee~~AB Funds since January 2014, and the Chairman of ~~ACMC.~~ the Independent Directors Committees of such AB Funds since February 2014.
94 Xilinx, Inc. (programmable logic semi-conductors) since 2007
Michael J. Downey,^{# N/A Consultant}
74
(2005)
Private Investor since ~~2004. 80 Asia Pacific c/o Alliance Capital~~prior to 2013. Formerly, managing partner of ~~Fund, Inc.; Management L.P.,~~ Lexington Capital, LLC ~~and the 1345 Avenue of the Americas~~ (investment advisory firm) ~~Merger Fund New York, NY 10105~~ from December 1997 until December ~~1/26/44~~ 2003. ~~Prior thereto,~~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, ~~(1987-1993).~~
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Fund's Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governancedirector 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 and is a director and Nominating Committee and the Board of the Fund have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. 7
Number of Portfolios in Alliance-Bernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- ---------- ------------------------------- ------------------ ------------------ ~~Chairman of ~~the Board~~one other registered investment company.~~
94 The Asia Pacific Fund, Inc. (registered investment company) since ~~1990 Investment adviser and 108 None~~ prior to 2013
3
NAME, ADDRESS,*
AGE AND
(YEAR FIRST ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
YEARS AND OTHER INFORMATION
PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY DIRECTOR
OTHER PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
William H. Foulk, Jr.,~~#,+ independent consultant. He 2 Sound View Drive~~^#
85
(1990)
Investment Adviser and an Independent Consultant since prior to 2013. Previously, he was ~~formerly~~ Senior Manager ~~Suite 100~~ of Barrett Associates, Inc., a ~~Greenwich, CT 06830~~ registered investment ~~adviser, 9/7/32 with which he had been associated since prior to 2000.~~adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. ~~D. James Guzy,# N/A~~He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 to early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.
94 None
Nancy P. Jacklin,^#
70
(2006)
Private Investor since prior to 2013. 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 ~~1 Intel Corporation; P.O. Box 128, PLX Technology (semi- Cirrus Logic Glenbrook, NV 89413 conductors)~~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 ~~SRC Corporation; 3/7/36 Computers~~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 Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.
94 None
4
NAME, ADDRESS,*
AGE AND
(YEAR FIRST ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
YEARS AND OTHER INFORMATION
PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY DIRECTOR
OTHER PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
Carol C. McMullen,^#
62
(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.
94 None
Garry L. Moody,^#
66
(2007)
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. 94 None
5
NAME, ADDRESS,*
AGE AND
(YEAR FIRST ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
YEARS AND OTHER INFORMATION
PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY DIRECTOR
OTHER PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
Earl D. Weiner,^#
78
(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. 94 None
INTERESTED DIRECTOR
Robert M. Keith,⁺
58
(2009)
Senior Vice President of 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 ~~Novellus has~~had been associated since prior ~~Corporation;~~ to ~~2000. He is also President Micro~~2004.   94 None
___________________________________________________
* The address for each of the Arbor Company Component (private family investments). Technology; the Davis Selected Advisers Group ofFund's Directors is c/o AllianceBernstein L.P., Attention: Legal & Compliance Department – Mutual Funds; and LogicVision Marshall C. Turner, Jr.,# N/A Principal of Turner Venture 1 Toppan 220 Montgomery St. Associates (venture capital Photomasks, Inc.; Penthouse 10, and consulting) since prior to the George Lucas San Francisco, 2000. Chairman and CEO, Educational CA 94104-3402 DuPont Photomasks, Inc., Foundation; 10/10/41 Austin, Texas, 2003-2005, and Chairman of the President and CEO since Board of the company acquired, and name Smithsonian's changed to Toppan National Museum Photomasks, Inc. of Natural History
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Fund's Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to Mr. Dievler, the Governance and Nominating Committee and the Board of the Fund have waived the application of this retirement policy through December 31, 2006. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. + Member of the Fair Value Pricing Committee. 8
~~Number of Portfolios in Alliance-Bernstein Other~~ Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director - ----------------- -------- ------------------------------ ------------------ ------------------ ~~INTERESTED DIRECTOR*** Marc O. Mayer N/A Executive Vice President of 82 SCB Partners,~~Legal, 1345 Avenue of the ~~ACMC, since 2001, prior Inc.; and SCB Inc.~~ Americas, ~~thereto, Chief Executive~~ New York, ~~Officer~~NY 10105.
** There is no stated term of ~~Sanford C. New York 10105 Bernstein & Co., LLC 10/2/57 (institutional research~~office for the Funds' Directors. Mr. Foulk will retire from the Boards of all Funds effective December 31, 2018.
# Member of the Audit Committee, the Governance and ~~brokerage arm of Bernstein & Co., Inc.)~~Nominating Committee and ~~its predecessor since prior to 2000.~~ the Independent Directors Committee.
- -------- * "Years of Service" refers to the total number of years served as a Director. There is no stated term of office for the Fund's Directors, however, the Directors are generally subject to a policy requiring retirement at the age of 76. With respect to
+ Mr. ~~Dievler, the Governance and Nominating Committee and the Board of the Fund have waived the application of this retirement policy through December 31, 2006. ***Mr. Mayer~~Keith is an "interested person", as defined in Section 2(a)(19) of the 1940 Act, of the ~~Fund due to~~Funds because of his ~~position as Executive Vice President of ACMC. As of August 17, 2005,~~affiliation with the Adviser.
++ The Adviser and ABI are affiliates of the Funds.
6
In addition to the ~~knowledge of management,~~public company directorships currently held by the Directors of the AB Funds, set forth in the table above, Mr. Turner was a director of SunEdison, Inc. (solar materials and ~~officers~~power plants) since prior to 2013 until July 2014, Mr. Downey was a director of The Merger Fund (a registered investment company) from 1995 until 2013, and Mr. Moody was a director of Greenbacker Renewable Energy Company LLC (renewable energy and energy efficiency projects) from August 2013 until January 2014.
Directors who are not "interested persons" of the Fund ~~both individually~~as defined in the 1940 Act, are referred to as "Independent Directors", and Directors who are "interested persons" of the Fund are referred to as "Interested Directors".
SCB, Bernstein and AMMAF
NAME, ADDRESS,*
AGE,
(YEAR ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING
THE PAST FIVE YEARS
AND OTHER
INFORMATION
NUMBER OF
PORTFOLIOS
IN THE FUND
COMPLEX
OVERSEEN BY
THE DIRECTOR
OTHER DIRECTORSHIPS
HELD BY
THE DIRECTOR
DURING
THE PAST FIVE YEARS
INTERESTED DIRECTOR***
Kathleen Fisher***
c/o AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
64
(SCB Fund: 2017)
(Bernstein Fund: 2017)
Senior Vice President of the Adviser with which she has been associated since prior to 2013. She is the Head of Wealth and Investment Strategies of the Adviser's Bernstein Private Wealth Management unit since 2014, leading the team responsible for developing and communicating asset allocation advice and investment strategies for Bernstein's high-net-worth clients. Since 2013, Ms. Fisher has overseen research on investment planning and wealth transfer issues facing high-net-worth families, endowments and foundations. She has been a National Managing Director of Bernstein since 2009. She joined AB in 2001 as a Senior Portfolio Manager. Prior to joining AB, she spent 15 years at J.P. Morgan, most recently as a managing director advising banks on acquisitions, divestitures and financing techniques. Prior thereto, she held positions at both Morgan Stanley and at the Federal Reserve Bank of New York. 18 Southwestern Vermont Health Care; and Hildene—The Lincoln Family Home
7
NAME, ADDRESS,*
AGE,
(YEAR ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING
THE PAST FIVE YEARS
AND OTHER
INFORMATION
NUMBER OF
PORTFOLIOS
IN THE FUND
COMPLEX
OVERSEEN BY
THE DIRECTOR
OTHER DIRECTORSHIPS
HELD BY
THE DIRECTOR
DURING
THE PAST FIVE YEARS
INDEPENDENT DIRECTORS***
Debra Perry#^
Chairman of the Board of SCB and Bernstein
67
(SCB Fund: 2011)
(Bernstein Fund: 2015)
Formerly, Senior Managing Director of Global Ratings and Research, Moody's Investors Service, Inc. (securities rating agency) from 2001 to 2004; Chief Administrative Officer, Moody's, from 1999 to 2001; Chief Credit Officer, Moody's, from 2000 to 2001; Group Managing Director for the Finance, Securities and Insurance Ratings Groups, Moody's Corp., from 1996 to 1999; Earlier she held executive positions with First Boston Corporation and Chemical Bank. 18 Assurant, Inc. (2017 – present); Genworth Financial, Inc. (2016 – present); Korn/Ferry International (2008 – present); PartnerRe, from 2013-2016; Bank of America Funds Series Trust, from 2011-2016
R. Jay Gerken#
67
(SCB Fund: 2013)
(Bernstein Fund: 2015)
Formerly, President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC (investment adviser), and President & Board Member of The Legg Mason and Western Asset mutual funds from 2005 until June 2013. Previously, he was the President and Chair of the funds boards of the Citigroup Asset Management mutual funds from 2002 to 2005; Portfolio Manager and Managing Director, Smith Barney Asset Management from 1993 to 2001 and President & CEO, Directions Management of Shearson Lehman, Inc. from 1988 to 1993. 18 Cedar Lawn Corporation; Trustee of the New Jersey Chapter of The Nature Conservancy; Trustee of the United Methodist Foundation of New Jersey; and Associated Banc-Corp
William Kristol#
65
(SCB Fund: 1994)
(Bernstein Fund: 2015)
Editor,The Weekly Standard since prior to 2013. He is a regular contributor on ABC'sThis Week and on ABC's special events and elections coverage, and appears frequently on other political commentary shows. 18 Manhattan Institute; John M. Ashbrook Center for Public Affairs at Ashland University; The Salvatori Center at Claremont McKenna College; The Shalem Foundation; The Institute for the Study of War; and Defending Democracy Together
8
NAME, ADDRESS,*
AGE,
(YEAR ELECTED**)
PRINCIPAL
OCCUPATION(S)
DURING
THE PAST FIVE YEARS
AND OTHER
INFORMATION
NUMBER OF
PORTFOLIOS
IN THE FUND
COMPLEX
OVERSEEN BY
THE DIRECTOR
OTHER DIRECTORSHIPS
HELD BY
THE DIRECTOR
DURING
THE PAST FIVE YEARS
Bart Friedman#
73
(SCB Fund: 2005)
(Bernstein Fund: 2015)
Senior Partner at Cahill Gordon & Reindel LLP (law firm) since prior to 2013 (currently Senior Counsel). 18 Chair of the Audit Committee of The Brookings Institution; Chair of the Audit and Compensation Committees of Lincoln Center for the Performing Arts; and Ovid Therapeutics, Inc.
Donald K. Peterson#^
68
(SCB Fund: 2007)
(Bernstein Fund: 2015)
Formerly, Chairman and Chief Executive Officer, Avaya Inc. from 2002 to 2006; President and Chief Executive Officer, Avaya Inc. (telecommunications equipment and services) from 2000 to 2001; President, Enterprise Systems Group in 2000; Chief Financial Officer, Lucent Technologies (telecommunications equipment and services) from 1996 to 2000; Chief Financial Officer, AT&T, Communications Services Group from 1995 to 1996; President, Nortel Communications Systems, Inc. from 1994 to 1995; Prior thereto he was at Nortel from 1976 to 1995. 18 Worcester Polytechnic Institute (Emeritus); Member of the Board of TIAA-CREF; and Member of the Board of TIAA-CREF Bank, FSB
* The address for each of SCB/Bernstein Fund's Independent Directors is c/o AllianceBernstein L.P., Attn: Legal & Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.
** There is no stated term of office for each SCB/Bernstein Fund's Directors.
*** Ms. Fisher is an "interested person," as defined in the 1940 Act, because of her affiliation with the Adviser.
#
Member of each SCB/Bernstein Fund's Audit Committee and Independent Directors Committee and Governance, Nominating and Compensation Committee.
^ Member of each SCB/Bernstein Fund's Fair Value Pricing Committee.
9
The business affairs of each SCB Fund are managed under the oversight of the Bernstein Board. Directors who are not "interested persons" of each SCB Fund, as defined in the 1940 Act, are referred to as "Independent Directors," and Directors who are "interested persons" of each SCB Fund are referred to as "Interested Directors." Certain information concerning each SCB Fund's governance structure and each Director is set forth below.
All Funds (Other Than SCB, Bernstein and AMMAF)
Experience, Skills, Attributes, and Qualifications of the Funds' Directors. The Governance and Nominating Committee of each Fund's Board, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by stockholders at any annual or special meeting of stockholders. In evaluating a candidate for nomination or election as a ~~group, owned less than 1%~~Director the Governance and Nominating Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contributes to good governance for the Fund. Additional information concerning the Governance and Nominating Committee's consideration of nominees appears in the description of the ~~shares~~Committee below.
Each Fund's Board believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the Fund and protecting the interests of stockholders. The Board of each Fund has concluded that, based on each Director's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified to serve as a Director, the Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, the Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director's commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that each should continue to serve. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board's conclusion that the Director should serve (or continue to serve) as trustee or director of the Fund, is provided in the table above and in the next paragraph.
1
Among other attributes and qualifications common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the Fund's independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In addition to his or her service as a Director of the Fund and ~~each respective Portfolio. Additional information related to~~other AB Funds as noted in the ~~equity ownership~~table above: Mr. Downey has experience in the investment advisory business including as Chairman and Chief Executive Officer of a large fund complex and as director of a number of non-AB funds and as Chairman of a non-AB closed-end fund; Mr. Foulk has experience in the investment advisory and securities businesses, including as Deputy Comptroller and Chief Investment Officer of the State of New York (where his responsibilities included bond issuances, cash management and oversight of the New York Common Retirement Fund), has served as Chairman of the Independent Directors Committees from 2003 until early February 2014, served as Chairman of the AB Funds from 2003 through December 2013, and is active in a number of mutual fund related organizations and committees; Ms. Jacklin has experience as a financial services regulator as U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), and as a financial services lawyer in private practice and has served as Chair of the Governance and Nominating Committees of the AB Funds since August 2014; Mr. Keith has experience as an executive of the Adviser with responsibility for, among other things, the AB Funds; Ms. McMullen has experience as a management consultant and as a director of various private companies and nonprofit organizations, as well as extensive asset management experience at a number of companies, including as an executive in the areas of portfolio management, research, and sales and marketing; Mr. Moody has experience as a certified public accountant including experience as Vice Chairman and U.S. and Global Investment Management Practice Partner for a major accounting firm, is a member of both the governing council of an organization of independent directors of mutual funds and the ~~compensation they received from the Fund is presented in Appendix B. During the Fund's most recently completed fiscal year, the Directors~~Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds, and has served as a ~~group did not engage in the purchase~~director or sale of more than 1% of any class of securities of Alliance or of any of its parents or subsidiaries. During the Fund's fiscal year ended in 2004, the Board met 12 times. Each Director attended at least 75%trustee and Chairman of the ~~total~~Audit Committees of the AB Funds since 2008; Mr. Turner has experience as a director (including Chairman and Chief Executive Officer of a number of ~~meetings~~companies) and as a venture capital investor including prior service as general partner of three institutional venture capital partnerships, and has served as Chairman of the AB Funds since January 2014 and Chairman of the Independent Directors Committees of such AB Funds since February 2014; and Mr. Weiner has experience as a securities lawyer whose practice includes registered investment companies and as director or trustee of various non-profit organizations and served as Chairman or Vice Chairman of a number of them, and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014. The disclosure herein of a director's experience, qualifications, attributes and skills does not impose on such director any duties, obligations, or liability that are greater than the duties, obligations and liability imposed on such director as a member of the Board ~~held during~~and any committee thereof in the ~~fiscal year~~absence of such experience, qualifications, attributes and ifskills.
2
Board Structure and Oversight Function. The Board is responsible for oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on a ~~member, at least 75%~~day-to-day basis. The Board is responsible for overseeing the Adviser and the Fund's other service providers in the operations of that Fund in accordance with the Fund's investment objective and policies and otherwise in accordance with its prospectus, the requirements of the ~~total~~1940 Act and other applicable Federal, state and other securities and other laws, and the Fund's charter and bylaws. The Board typically meets in-person at regularly scheduled meetings four times throughout the year. In addition, the Directors may meet in person or by telephone at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, the Board has established three standing committees – the Audit, Governance and Nominating, and Independent Directors Committees – and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that a Board's leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board's independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chairman pursuant to certain 2003 regulatory settlements involving the Adviser.
Risk Oversight. Each Fund is subject to a number of ~~meetings~~risks, including investment, compliance and operational risks, including cyber risks. Day-to-day risk management with respect to a Fund resides with the Adviser or other service providers (depending on the nature of the ~~committees held during~~risk), subject to supervision by the ~~period for which he or she served. The Fund does not have a policy that requires a Director to attend annual meetings of stockholders but the Fund encourages such attendance.~~Adviser. The Board has ~~four~~charged the Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of a Board's general oversight of the Fund's investment program and operations and is addressed as part of various regular Board and committee activities. The Fund's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Chief Risk Officer of the Adviser), the Fund's Chief Compliance Officer, the Fund's independent registered public accounting firm, the Adviser's internal legal counsel, the Adviser's Chief Compliance Officer and internal auditors for the Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's risk management programs. In addition, the Directors receive regular updates on cyber security matters from the Adviser.
3
Not all risks that may affect a Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve a Fund's goals. As a result of the foregoing and other factors a Fund's ability to manage risk is subject to substantial limitations.
Board Committees. Each Fund's Board has three standing ~~committees:~~committees – an Audit Committee, a Governance and Nominating Committee and an Independent Directors ~~Committee, and a Fair Value Pricing~~ Committee. The members of the ~~Fund's committees~~Audit, Governance and Nominating and Independent Directors Committees are identified ~~above in the table listing the Directors.~~ above.
The function of the Audit Committee is to assist the Board in its oversight of ~~the~~each Fund's accounting and financial reporting ~~process.~~policies and practices. The Audit Committee of the Board met ~~two~~three times during ~~the~~each Fund's most recently completed fiscal ~~year.~~period.
The function of the Governance and Nominating Committee includes the nomination of persons to fill any vacancies or newly created positions on the Board. The Governance and Nominating Committee of the Board met ~~two~~three times during ~~the~~each Fund's most recently completed fiscal ~~year.~~ period.
The Board has adopted a charter for its Governance and Nominating ~~Committee, a copy of which is included as Appendix C.~~Committee. Pursuant to the charter, of the ~~Governance and Nominating Committee, the Governance and Nominating~~ Committee assists the Board in carrying out its responsibilities with respect to governance of the Fund and identifies, evaluates, ~~and~~ selects and nominates candidates for the Board. The Committee may also ~~may~~ set standards or qualifications for ~~Directors.~~Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of the Board and its committees, and whether there are health or other reasons that might affect the Director's ability to perform his or her duties. The Committee may consider candidates as Directors submitted by the Fund's current Board members, officers, ~~investment adviser,~~the Adviser, stockholders and other appropriate sources. ~~The~~
Pursuant to the Charter, the Governance and Nominating Committee will consider candidates for nomination as a director submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of the Fund's ~~outstanding~~ common stock or shares of beneficial interest for at least two years ~~prior to~~at the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Governance and Nominating Committee, the 9 submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of the ~~Fund~~Funds not less than 120 days before the date of the proxy statement for the previous year's annual meeting of ~~stockholders or, if~~stockholders. If the Funds did not hold an annual meeting ~~was not held~~of stockholders in the previous year, ~~all required information~~the submission must be delivered or mailed and received within a reasonable amount of time before the ~~Fund begins~~Funds begin to print and mail its proxy materials. Public notice of such upcoming annual meeting of stockholders may be given in a stockholder report or other mailing to stockholders or by other means deemed by the Governance and Nominating Committee or the Board to be reasonably calculated to inform stockholders.
4
Stockholders submitting a candidate for consideration by the Governance and Nominating Committee must provide the following information to the Governance and Nominating Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the stockholder or an associated person of the stockholder as defined below; (C) the class or series and number of all shares of a Fund owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the stockholder believes that the candidate is or will be an "interested person" of the Funds (as defined in the 1940 Act) and, if believed not to be an "interested person", information regarding the candidate that will be sufficient for the Funds to make such determination; and (F) information as to the candidate's knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors' and officers' questionnaire if elected; (iv) the stockholder's consent to be named as such by the Funds; (v) the class or series and number of all shares of a Fund owned beneficially and of record by the stockholder and any associated person of the stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Funds' record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the stockholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the stockholder. "Associated person of the stockholder" means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the stockholder or (b) the associated person of the stockholder.
The Governance and Nominating Committee may require the stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the stockholder to serve on the Board. If the stockholder fails to provide such other information in writing within seven days of receipt of written request from the Governance and Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Committee.
The Governance and Nominating Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Governance and Nominating Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the ~~Fund~~Funds, and the candidate's ability to qualify as an Independent Director. When assessing a ~~disinterested Director. A detailed description~~candidate for nomination, the Committee considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the criteria used by the Governance and Nominating Committee as well as information required to be provided by stockholders submitting candidates for consideration by the Governance and Nominating Committee are included in Appendix C. The function of the Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of Alliance's Valuation Committee relating to a security held by a Portfolio made under unique or highly unusual circumstances not previously addressed by the Valuation Committee that would result in a change in the Portfolio's net asset value ("NAV") by more than $0.01 per share. The Fair Value Pricing Committee did not meet during the Fund's most recently completed fiscal year. Board.
The function of the Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the ~~disinterested~~Independent Directors, such as review and approval of the Advisory and Distribution Services Agreements. The Independent Directors Committee ~~did not meet~~of the Board met seven times during ~~the~~each Fund's most recently completed fiscal ~~year.~~ period.
5
SCB and Bernstein
Experience, Skills, Attributes, and Qualifications of the SCB/Bernstein Fund's Directors. Each SCB/Bernstein Fund's Governance Committee, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by stockholders at an annual or special meeting of stockholders. In evaluating a candidate for nomination or election as a Director, the Governance Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance Committee believes contributes to good governance for the applicable Fund. Additional information concerning each Governance Committee's consideration of Directors appears in the description of the Committee below.
The Board believes that, collectively, the Directors of SCB/Bernstein Funds have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each such Fund and protecting the interests of stockholders. Each Board has concluded that, based on each Director's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified to serve as such.
In determining that a particular Director was qualified to serve as a Director, the Board considered a variety of criteria, none of which, in isolation, was controlling. In addition, each Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director's commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing committees) in concluding that each should serve as Director. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board's conclusion that each Director should serve as a Director of the applicable Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors of the SCB/Bernstein Funds are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the applicable Fund's independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. While each Board does not have a formal, written diversity policy, the Board believes that an effective board consists of a diverse group of individuals who bring together a variety of complementary skills and perspectives. In addition to his or her service as a Director of each Fund: Ms. Fisher has business, finance and investment management experience as Head of Wealth and Investment Strategies of Bernstein Private Wealth Management of the Adviser; Mr. Friedman has a legal background and experience as a board member of various organizations; Mr. Gerken has investment management experience as a portfolio manager and executive officer, and experience as a board member; Mr. Kristol has a public and economic policy background and experience as a board member of various organizations; Ms. Perry has business and financial experience as a senior executive of various financial services firms focusing on fixed income research and capital markets and experience as a board member of various organizations; and Mr. Peterson has business and finance experience as an executive officer of public companies and experience as a board member of various organizations. The disclosure herein of a Director's experience, qualifications, attributes and skills does not impose on such Director any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such Director as a member of a Board and any committee thereof in the absence of such experience, qualifications, attributes and skills.
6
Board Structure and Oversight Function. The Board is responsible for oversight of the applicable SCB/Bernstein Fund. Each such Fund has engaged the Adviser to manage the Funds on a day-to-day basis. Each Board is responsible for overseeing the Adviser and the applicable Fund's other service providers in the operations of the Fund in accordance with the Fund's investment objectives and policies and otherwise in accordance with the Prospectus, the requirements of the 1940 Act, and other applicable Federal, state and other securities and other laws, and each Fund's charter and bylaws. The Board meets in-person at regularly scheduled meetings five times throughout the year. In addition, the Directors may meet in-person or by telephone at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, the Board has established four standing committees—the Audit Committee, the Governance Committee, the Fair Value Pricing Committee and the Independent Directors Committee—and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.
An Independent Director serves as Chairman of the Board of the SCB/Bernstein Funds. The Chairman's duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, communicating with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that the Board's leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the applicable Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board's independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chairman pursuant to certain 2003 regulatory settlements involving the Adviser.
Risk Oversight.The Funds are subject to a number of risks, including investment, compliance and operational risks. Day-to-day risk management with respect to the Funds resides with the Adviser or other service providers (depending on the nature of the risk), subject to oversight by the Adviser. The Board has charged the Adviser and its affiliates with (i) identifying events or circumstances, the occurrence of which could have demonstrable and material adverse effects on the Funds; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of each Board's general oversight of each Fund's investment program and operations and is addressed as part of various regular Board and committee activities. Each Fund's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Funds' and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by each Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Global Heads of Investment Risk and Trading Risk of the Adviser and representatives of various internal committees of the Adviser), each Fund's Chief Compliance Officer, each Fund's independent registered public accounting firm, the Adviser's internal legal counsel, and internal auditors for the Adviser, as appropriate, regarding risks faced by the Funds and the Adviser's risk management programs. In addition, the Directors receive regular updates on cyber-security matters.
7
Not all risks that may affect the Funds can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of a Fund or the Adviser, its affiliates or other service providers. Because most of the Funds' operations are carried out by various service providers, including the Adviser, affiliates of the Adviser and third parties, the Board's oversight of the risk management processes of those service providers, including processes to address cybersecurity and other operational failures, is inherently limited. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve each Fund's goals. As a result of the foregoing and other factors the Funds' ability to manage risk is subject to substantial limitations.
Board Committees. The Board of the SCB/Bernstein Funds has four standing committees of the Board – an Audit Committee, a Governance Committee, a Fair Value Pricing Committee and an Independent Directors Committee. The members of the Audit Committee, the Governance Committee, the Fair Value Pricing Committee and the Independent Directors Committee are identified above.
The function of the Audit Committee is to assist the Board in its oversight of the applicable Fund's financial reporting process. The Audit Committee met three times during each Fund's most recently completed fiscal year.
The functions of the Governance Committee are to nominate persons to fill any vacancies or newly created positions on each Board, to monitor and evaluate industry and legal developments with respect to governance matters and to review and make recommendations to each Board regarding the compensation of Directors and the Chief Compliance Officer. The Governance Committee met five times during each Fund's most recently completed fiscal year, four of which were in conjunction with Board meetings.
The Governance Committee has a charter and, pursuant to the charter, the Governance Committee will consider candidates for nomination as a director submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of a Fund's common stock or shares of beneficial interest for at least two years prior to the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Governance Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of a Fund not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders. If a Fund did not hold any annual meeting of stockholders in the previous year, the submission must be delivered or mailed and received within a reasonable amount of time before the Fund begins to print and mail its proxy materials. Public notice of an upcoming annual meeting of stockholders may be given in a stockholder report or other mailing to stockholders or by other means deemed by the Governance Committee or the Board to be reasonably calculated to inform stockholders.
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Stockholders submitting a candidate for consideration by the Governance Committee must provide the following information to the Governance Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the stockholder or an associated person of the stockholder as defined below; (C) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the stockholder believes that the candidate is or will be an "interested person" of the Fund (as defined in the 1940 Act) and, if believed not to be an "interested person," information regarding the candidate that will be sufficient for the Fund to make such determination; and (F) information as to the candidate's knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors' and officers' questionnaire if elected; (iv) the stockholder's consent to be named as such by the Fund; (v) the class or series and number of all shares of the Fund owned beneficially and of record by the stockholder and any associated person of the stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Fund's record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the stockholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the stockholder. "Associated Person of the stockholder" means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the stockholder or (b) the associated person of the stockholder.
The Governance Committee may require the stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the stockholder to serve on the applicable Board. If the stockholder fails to provide such other information in writing within seven days of receipt of written request from the Governance Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Governance Committee.
The Governance Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Governance Committee will not consider self-nominated candidates. The Governance Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the applicable Fund, and the candidate's ability to qualify as an Independent Director. When assessing a candidate for nomination, the Governance Committee considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of each Board.
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The function of the Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of the Adviser's Valuation Committee relating to a security held by the applicable Fund made under unique or highly unusual circumstances not previously addressed by the Valuation Committee that would result in a change in the Fund's NAV by more than $0.01 per share. The Fair Value Pricing Committee did not meet during each Fund's most recently completed fiscal year.
The function of the Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Advisory and Distribution Services Agreements. The Independent Directors Committee met five times during each Fund's most recently completed fiscal year, four of which were in conjunction with Board meetings.
Meetings of the Governance Committee and the Independent Directors Committee may take place during executive sessions of Board meetings and may not be formally designated as Committee meetings.
The Board of the SCB/Bernstein Funds has adopted a process for stockholders to send communications to the ~~Board.~~Board of their Fund. To communicate with the Board or an individual Director of a Fund, a stockholder must send a written communication to ~~the~~that Fund's principal office at the address listed in the Notice of ~~Annual~~Joint Meeting of ~~Stockholders~~Shareholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed.
AMMAF
Experience, Qualifications, Attributes and Skills of the Director Nominees. The Governance and Nominating Committee (the "Nominating Committee") of AMMAF, which is comprised of Independent Directors, is responsible for reviewing the experience, qualifications, attributes and skills of potential candidates for nomination or election by the AMMAF Board, and conducted such a review in connection with the proposed nominees for election as Directors at the special meeting of stockholders (the "Director Nominees"). In evaluating a candidate for nomination or election, the Nominating Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Nominating Committee believes contributes to good governance for AMMAF. Each of the Director Nominees was recommended by the Adviser.
In considering the nomination of Director Nominees, the AMMAF Board considered the experience and backgrounds of the members of the Director Nominees, noting that the Bernstein Board (on which the Director Nominees serve) is comprised of a number of highly experienced and qualified individuals. The AMMAF Board noted that the Bernstein Board currently oversees 18 mutual fund portfolios with an aggregate net assets of approximately $37.7 billion as of June 30, 2018. The members of the Bernstein Board have served as such for an average of ten years, with the longest-serving director having served for 24 years. The AMMAF Board noted that the Bernstein Board is very familiar with the Adviser's private client business, including that Kathleen Fisher, an interested Director on the Bernstein Board, is the Head of Wealth and Investment Strategies for such business. The AMMAF Board also took into account the Adviser's representation that the transition of the AMMAF Board is not expected to have a material effect on the management and operations of AMMAF. The various employees of the Adviser who perform services for AMMAF (including the portfolio managers) are not expected to change; nor would AMMAF's various service providers, such as its custodian and administrator (State Street Bank and Trust Company), its transfer agent (AllianceBernstein Investor Services, Inc.) and its independent accountants (PricewaterhouseCoopers LLP).
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The AMMAF Board believes that each Director Nominee's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Director Nominees lead to the conclusion that each Director Nominee should serve as a Director. The AMMAF Board reviewed the background and experience of the Director Nominees and discussed their service as members of the Bernstein Board. The AMMAF Board discussed with the chairman of the Bernstein Board their process regarding oversight of service providers and their view of a board's role in risk management. In addition, one of the members of the AMMAF Board met with several other Director Nominees and discussed their service on the Bernstein Board and their potential service as Directors of AMMAF. The AMMAF Board noted the considerable knowledge of the Bernstein Board, its familiarity with the Adviser and the SCB Funds and its operations gained by each Director Nominee from his or her service as a member of the Bernstein Boards and their ability to efficiently oversee a diverse group of registered funds.
The AMMAF Board believes that, collectively, the Director Nominees have balanced and diverse experience, qualifications, attributes and skills, which will allow the Director Nominees to operate effectively in governing AMMAF and protecting the interests of stockholders. In determining whether a particular Director Nominee is qualified to serve as a Director, the Board considered a variety of criteria, none of which, in isolation, was controlling. In evaluating the Director Nominees, the AMMAF Board considered, among other things: Ms. Fisher has business, finance and investment management experience as Head of Wealth and Investment Strategies of Bernstein Private Wealth Management of AllianceBernstein L.P.; Mr. Friedman has a legal background and experience as a board member of various organizations; Mr. Gerken has investment management experience as a portfolio manager and executive officer, and experience as a board member; Mr. Kristol has a public and economic policy background and experience as a board member of various organizations; Ms. Perry has business and financial experience as a senior executive of various financial services firms focusing on fixed income research and capital markets and experience as a board member of various organizations; and Mr. Peterson has business and finance experience as an executive officer of public companies and experience as a board member of various organizations.
The AMMAF Board believes that the totality of the information it received regarding the Director Nominees supports the conclusion that each Director Nominee is qualified to serve as a Director of AMMAF. Based on these discussions, the Nominating and Governance Committee of AMMAF nominated each of the Director Nominees for election as Directors of AMMAF. The AMMAF Board recommends their election to stockholders of AMMAF. If elected, the Director Nominees will become Directors of AMMAF upon the resignation of the current AMMAF Board, expected to take place on (i) November 1, 2018, or (ii) December 11, 2018 (in the event of adjournment of the Meeting past November 1, 2018).
Current Board Structure and Oversight
The AMMAF Board is responsible for oversight of AMMAF and met in person or telephonically six times during the fiscal year ended March 31, 2018. The AMMAF Board has not adopted a specific policy regarding board members attendance at meetings of stockholders. Aside from the meeting of the initial stockholder at the inception of AMMAF, the Fund has not held any stockholder meetings.
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The Fund has engaged the Adviser to manage the Fund's portfolio on a day-to-day basis. The AMMAF Board is responsible for overseeing the Adviser and AMMAF's other service providers in accordance with the AMMAF's investment objective and policies and otherwise in accordance with the requirements of the 1940 Act, and other applicable federal, state and other securities and other laws, and AMMAF's Declaration of Trust and Bylaws. The AMMAF Board meets in-person periodically throughout the year. The Independent Directors also regularly meet without the presence of any representatives of management. The AMMAF Board has established two standing committees — the Audit Committee and the Nominating Committee — and may establish ad hoc committees or working groups from time to time, to assist the AMMAF Board in fulfilling its oversight responsibilities.
Each committee is comprised exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.
An Independent Director serves as Chairman of the AMMAF Board. The Chairman's duties include setting the agenda for each AMMAF Board meeting in consultation with management, presiding at each AMMAF Board meeting, communicating with management between AMMAF Board meetings, and facilitating communication and coordination between the Independent Directors and management. The AMMAF Directors have determined that the AMMAF Board's leadership by an Independent Director and its committees comprised exclusively of Independent Directors is appropriate because they believe it sets the proper tone for the relationships between AMMAF, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the AMMAF Board's independent judgment in evaluating and managing the relationships.
AMMAF is subject to a number of risks, including investment, compliance and operational risks. Day-to-day risk management with respect to AMMAF resides with the Adviser or other service providers (depending on the nature of the risk) subject to supervision by the Adviser. The AMMAF Board has charged the Adviser and its affiliates with (i) identifying events or circumstances, the occurrence of which could have demonstrable and material adverse effects on AMMAF; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to reduce the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of the AMMAF Board's general oversight of the AMMAF's investment program and operations and is addressed as part of various regular Board and committee activities. AMMAF's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from AMMAF's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the AMMAF Board and the Audit Committee. The Directors expect to receive reports from, among others, management, the AMMAF's Chief Compliance Officer, the AMMAF's independent registered public accounting firm, and internal auditors for the Adviser, as appropriate, regarding risks faced by AMMAF and the Adviser's risk management programs.
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Not all risks that may affect AMMAF can be identified, nor can controls be developed to eliminate or mitigate the occurrence or effects of certain risks. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of AMMAF or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve AMMAF's goals. As a result of the foregoing and other factors AMMAF's ability to manage risk is subject to substantial limitations.
The AMMAF Board has two standing committees — an Audit Committee and the Nominating Committee. Each of the Committees is comprised solely of Independent Directors. Additional information about the committees is provided below.
Audit Committee. The principal responsibilities of the Audit Committee are oversight of AMMAF's financial reporting process and the appointment, compensation and oversight of AMMAF's independent registered public accounting firm. In this regard, the Audit Committee is responsible for meeting with the independent accountants and AMMAF's management to discuss the results of audits of AMMAF's financial statements and any matters of concern relating to such financial statements. The AMMAF Board has adopted a written charter for the Audit Committee. The Audit Committee held three meetings during the AMMAF's fiscal year ended March 31, 2018.
Nominating Committee. The principal functions of the Nominating Committee are to nominate persons to fill any vacancies or newly created positions on the AMMAF Board, to monitor and evaluate industry and legal developments with respect to governance matters and to review and make recommendations to the Board regarding the compensation of Directors. The AMMAF Board has adopted a written charter for the Nominating Committee.
While the Nominating Committee is solely responsible for the selection and nomination ofAMMAF's Independent Directors, the Nominating Committee may consider nominations for the office of director made by stockholders or by fund management, as it deems appropriate. Stockholders who wish to recommend a nominee should send to the Secretary of AMMAF a nomination submission that includes, among other matters set forth in AMMAF's Bylaws, all information relating to the recommended nominee that is required to be disclosed in a solicitation or proxy statement for the election of directors. Nomination submissions must be accompanied by a written consent of the recommended nominee to stand for election if nominated by the AMMAF Board and to serve if elected by stockholders. Except as may be provided in the Bylaws from time to time, the AMMAF Board has not adopted any specific minimum qualifications that the Nominating Committee believes must be met by a nominee for the board or any specific qualities or skills that are necessary for a nominee to possess. The Nominating Committee held one meeting during AMMAF's fiscal year ended March 31, 2018.
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A stockholder seeking to nominate a director to the AMMAF Board must provide AMMAF with a notice that sets forth (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a Director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of AMMAF that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D) whether such stockholder believes any such individual is, or is not, an "interested person" of the Fund, as defined in the 1940 Act and information regarding such individual that is sufficient, in the discretion of the Directors or any authorized officer of AMMAF, to make such determination and (E) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder; (ii) as to the stockholder giving the notice and any Shareholder Associated Person (defined below), the class, series and number of all shares which are owned by such stockholder and by such Shareholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Shareholder Associated Person; (iii) as to the stockholder giving the notice and any Shareholder Associated Person, the name and address of such stockholder, as they appear on AMMAF's share ledger and current name and address, if different, and of such Shareholder Associated Person; and (iv) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such stockholder's notice.
"Shareholder Associated Person" of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.
Upon written request by the Secretary or the Directors or any committee thereof, any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Directors or any authorized officer of AMMAF, to demonstrate the accuracy of any information submitted by the stockholder as hereby described. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided as described herein and in accordance with AMMAF's By-Laws. Nomination submissions must be accompanied by a written consent of the recommended nominee to stand for election if nominated by the Board and to serve if elected by stockholders.
Only such individuals who are nominated as hereby described and in accordance with AMMAF's By-Laws shall be eligible for election by stockholders as Directors. The chairperson of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, as described herein and in accordance with AMMAF's By-Laws.
Notwithstanding the foregoing, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters described herein.
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Other Information
Additional information on Proposal One, including information on the principal officers of the Funds, nominee ownership of Fund shares and Board compensation, is included inAppendix B (Additional Information on Proposal One) andAppendix C (Independent Registered Public Accounting Firm).
The Board of each Fund unanimously recommends thatthestockholders vote ~~"FOR"~~ "FOR"each of the nominees to serve as a Director of the applicable Fund. The election of aeach nominee ~~as a Director~~ requires the affirmative vote of a plurality of the votes ~~cast.~~cast for each Company.
PROPOSAL TWO
APPROVAL OF Investment Advisory AgreementS
Background
AXA S.A. ("AXA") is asociete anonyme organized under the laws of France and the holding company for an international group of insurance and related financial services companies. AXA Equitable Holdings, Inc., a Delaware corporation ("AXA Equitable"), is a majority-owned subsidiary of AXA and an indirect parent of AllianceBernstein Corporation, the general partner of the Adviser. AXA Equitable also indirectly holds a majority of the outstanding partnership interests of the Adviser.
AXA formerly owned all of the outstanding shares of common stock of AXA Equitable. On May 10, ~~PROPOSAL TWO THE AMENDMENT AND RESTATEMENT OF THE CHARTER FOR THE FUND~~2017, AXA announced its intention to sell a minority stake of AXA Equitable, an entity through which AXA owns its indirect interest in the Adviser, via an initial public offering ("IPO") and listing of AXA Equitable's shares of common stock on the New York Stock Exchange. On November 13, 2017, AXA Equitable filed a Form S-1 with the SEC, confirming the May 2017 announcement. On May 10, 2018, the shares of common stock of AXA Equitable were listed and commenced trading (NYSE: EQH), and on May 14, 2018, AXA sold approximately 24.5% of the outstanding shares of AXA Equitable at $20.00 per share. 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. If, for example, there were no further sales by AXA Equitable or AXA of shares of common stock of AXA Equitable, upon exchange of the MxB Notes, AXA would continue to own approximately 64% of the shares of common stock of AXA Equitable ("Shares"). AXA has publicly announced, however, its plans to divest its remaining ownership interest in AXA Equitable over time in one or more transactions, subject to market conditions (the "Plan").
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Currently, the Adviser and its affiliates do not anticipate that the Plan will have a material impact on the Adviser or any affiliates of the Adviser that provides services to the Funds with respect to the following: operations, personnel, organizational structure; capitalization, or financial and other resources. The ~~Fund~~Adviser's current leadership and key investment teams are expected to stay in place, and no change in senior management's strategy for the Adviser is ~~organized~~anticipated as a ~~Maryland corporation~~result of the implementation of the Plan. Notwithstanding the foregoing, it is possible that the completion of the Plan, whether implemented through public offerings or other means, could create the potential for disruption to the businesses of AXA Equitable and its subsidiaries. AXA Equitable, today and in the future as a stand-alone entity, is a publicly held U.S. company subject to the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act") as well as other U.S. government and state regulations applicable to public companies that it was not subject to prior to the IPO. The Plan may be implemented in phases. During the time that AXA retains a controlling interest in AXA Equitable, circumstances affecting AXA, including restrictions or requirements imposed on AXA by European and other authorities, may also affect AXA Equitable. A failure to implement the Plan could create uncertainty about the nature of the relationship between AXA Equitable and AXA, and could adversely affect AXA Equitable and its subsidiaries including the Adviser.
Completion of the Plan is subject to ~~Maryland General~~certain regulatory approvals, including the registration of shares to be sold publicly as well as the listing of those shares on the New York Stock Exchange, and other conditions, including market conditions prevailing at the time of its implementation. If the Plan is completed, AXA Equitable will no longer be a subsidiary of AXA. AXA Equitable is expected to remain the indirect parent of AllianceBernstein Corporation, ~~Law~~the general partner of the Adviser.
This planned divestment gives rise to the proposal.
The Funds are subject to Section 15 of the Investment Company Act of 1940, as amended (the "1940 Act"). Section 15 provides that any investment advisory agreement with a registered investment company such as a Fund, including any sub-advisory agreement, must terminate automatically upon its "assignment," which includes any transfer of a controlling block of outstanding voting securities of an investment adviser or the parent company of an investment adviser. Such transfer is often referred to as a "Change of Control Event."
Whether or not a particular sale of Shares by AXA results in a Change of Control Event depends on the facts and circumstances of the sale, and the law is not clear as to whether an assignment would ever occur in the case of implementation of the Plan. Also, a Change of Control Event may not occur if AXA continues to hold more than 25% of the Shares and if no single person or group acting together gains "control" (as defined in the 1940 Act) of AXA Equitable.
It is anticipated that one or more of the transactions contemplated by the Plan could be deemed a Change of Control Event resulting in the automatic termination of the investment advisory and sub-advisory agreements ("~~MGCL"~~Current Agreements"). In order to ensure that the existing investment advisory and sub-advisory services can continue uninterrupted, the Boards have approved new investment advisory agreements with the Adviser, as well as a new sub-advisory agreement for those Funds with existing sub-advisory agreements, in connection with the Plan. Stockholders are being asked to approve the new investment advisory agreements with the Adviser approved by the Boards (collectively, such new advisory agreements, the "Proposed Agreements"), which would be effective after the first Change of Control Event that occurs after stockholder approval. These agreements are described in Proposal Two of the Proxy Statement.
16
As part of Proposal Two, stockholders are also voting to approve any future advisory agreements ("Future Agreements") if there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreements after the first Change of Control Event. Stockholder approval will be deemed to apply to Future Agreements only if: (1) no single person or group acting together gains "control" (as defined in the 1940 Act) of AXA Equitable; (2) the Boards approve the Future Agreements; and (3) the Future Agreements would not be materially different from the Proposed Agreements that are described in this Proxy Statement. The Future Agreements would be deemed effective upon the closing of the subsequent transaction that constitutes a Change of Control Event.
Stockholders are asked to vote on approval of Future Agreements as part of the same vote on the Proposed Agreements, which Proposed Agreements have been authorized and approved by the Boards and which are described later in this Proxy Statement. This is because the first Change of Control Event and subsequent Change of Control Events will be incremental related steps that are part of the same Plan that would lead to the full divestiture of Shares by AXA. Under the ~~MGCL,~~circumstances described above, seeking a single stockholder vote for the Proposed Agreements and Future Agreements will allow the Funds to maintain the uninterrupted services of the Adviser and sub-adviser (where applicable) without the need for additional stockholder approval and additional proxy statements, which would describe the same or substantially similar facts as this Proxy Statement.
If there is a change from the facts described in this Proxy Statement that is material to stockholders of the Funds in the context of a vote on an advisory or sub-advisory agreement, any stockholder approval received at the Meeting would no longer be valid to approve Future Agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser in consultation with Fund counsel and reviewed by the Boards. If the advisory agreements were to terminate without valid stockholder approval, the Boards and the stockholders of each Fund may be asked to approve new advisory agreements to permit the Adviser to continue to provide services to the Funds.
The Adviser anticipates that the conditions of Section 15(f) will be complied with in connection with offerings of the Shares pursuant to the Plan. Section 15(f) provides, in pertinent part, that affiliated persons of an adviser may receive any amount or benefit in connection with a sale of securities of, or a sale of any other interest in, such an adviser which results in an assignment of an investment advisory or sub-advisory agreement if, for a period of three years after the time of such a transaction, at least 75% of the members of the board of any investment company which it oversees are not "interested persons" (as defined in the 1940 Act) of the new or old investment adviser; and, if, for a two-year period, there is no "unfair burden" imposed on any such investment company as a result of the transaction. The Boards currently satisfy the 75% requirement of Section 15(f) and the Adviser has represented to the Boards that it will use its best efforts to ensure its and its affiliates' compliance with the unfair burden condition for so long as the requirements of Section 15(f) apply.
Discussion
At the Meeting, stockholders of each Fund will be asked to approve new investment advisory agreements with the Adviser (each, a "Proposed Agreement") to ensure that existing investment advisory services can continue uninterrupted through the implementation of the Plan. A general description of each Proposed Agreement is included below.
17
As discussed above in the section entitled "Background," the Plan may result in one or more Change of Control Events, each of which would result in the automatic termination of the advisory agreement for each Fund with the Adviser. Therefore, in addition to the Proposed Agreement, as part of this Proposal Two, stockholders are also voting to approve any future advisory agreement ("Future Agreement") if, as a result of future Change of Control Events that occur in connection with the Plan, the Proposed Agreement terminates. Stockholder approval will be deemed to apply to Future Agreements only if: (1) no single person or group acting together gains "control" (as defined in the 1940 Act) of AXA Equitable; (2) the Board approves the Future Agreements; and (3) the Future Agreements are not materially different from the Agreements that are described in this Proxy Statement. These Future Agreements would be deemed effective upon the closing of a transaction that constitutes a Change of Control Event.
At in-person Board meetings (each, a "Board Meeting") held on July 24, 2018, July 26, 2018 and July 31-August 2, 2018 for the Board of AMMAF (the "AMMAF Board"), each Board of SCB and Bernstein (the "Bernstein Boards") and the Boards of the AB Funds (the "AB Funds Boards"), respectively, the Adviser presented its recommendation that each Board consider and approve the Proposed Agreements and approve for submission to stockholders the Future Agreements for the Fund ~~is formed pursuant to a charter ("Charter") that sets forth various provisions relating primarily to the governance~~or Funds it oversees. Each of the Boards approved the Proposed Agreements for that Fund or Funds it oversees at the Board Meeting, and ~~powers~~recommended that stockholders of those Funds vote to approve the Proposed Agreements and the Future Agreements at the Meeting. The factors that the Board considered in approving the Proposed Agreements are set forth below under "Board Consideration of the Proposed Agreements" and in appendices to this Proxy Statement. Accordingly, the Board of each Fund ~~to conduct business. The Board has declared advisable and recommends to the Fund's stockholders the amendment and restatement~~recommended approval of the ~~Charter. Alliance, the investment adviser to the Portfolios, advised the Board~~Proposed Agreement by stockholders of that the proposed amendments have two primary objectives. First, Alliance believes that it is important to update the Charter to take full advantage of the flexibility afforded by the provisions of the MGCL, as they currently exist or may be changed in the future. Second, Alliance believes that the Charter should be standardized so that there will be no differences among the other AllianceBernstein Mutual Funds. In the past, the existence of different Charter provisions has imposed burdens in administering the AllianceBernstein Funds and, in some cases, limited a Board's or the Fund's power to take actions that would benefit the Fund, and its stockholders. Many of the proposed amendments are technical amendments that are designed to allow the Fund's Board to take full advantage of the provisions of the MGCL. Some provisions contained in the Charter are now obsolete because they are regulated by the 1940 Act or the MGCL and are no longer required in the Charter. For these reasons, Alliance recommended to the Board the amendment and restatement of the Charter as discussed ~~below~~ in ~~order to modernize and standardize it, which will facilitate the Board's ability to direct the management of the business and affairs of the Portfolio.~~ this Proxy Statement.
The ~~Board recommends that stockholders approve the amendment and restatement of the Charter for the Fund.~~ Adviser
The amendment and restatement of the Charter will be accomplished by repealing in their entirety all of the existing Charter provisions and substituting in lieu thereof the new provisions set forth in the Form of Articles of Amendment and Restatement (the "New Charter") attached as Appendix D. A detailed summary of the amendmentsAdviser is ~~set forth below. If~~ a ~~stockholder of the Fund would like a copy of the current Charter, please write to Dennis Bowden~~Delaware limited partnership with principal offices at ~~Alliance Capital Management L.P.,~~ 1345 Avenue of the Americas, New York, New York 10105. ~~If approved,~~The Adviser is a leading international investment adviser supervising client accounts with assets as of June 30, 2018 totaling approximately $540 billion (of which over $110 billion represented assets of registered investment companies). As of June 30, 2018, the ~~New Charter will give~~Adviser managed retirement assets for many of the ~~Board more flexibility~~largest public and ~~broader power to act than does~~private employee benefit plans in the ~~current Charter. This increased flexibility may allow~~United States (including 15 of the ~~Board to react more quickly to changes in competitive~~nation's FORTUNE 100 companies), for public employee retirement funds across 50 states, for investment companies, and ~~regulatory conditions~~for foundations, endowments, banks and insurance companies worldwide. The 29 registered investment companies managed by the Adviser, comprising approximately 112 separate investment portfolios, had as of June 30, 2018 approximately 2.4 million stockholder accounts.
As of June 30, 2018, the direct ownership structure of the Adviser, expressed as a ~~consequence, may allow~~percentage of general and limited partnership interests, was as follows:
AXA Equitable Holdings and its subsidiaries 63.3%
AllianceBernstein Holding L.P. 35.9%
Unaffiliated holders 0.8%
100.0%
18
As of June 30, 2018, EQH owns approximately 3.8% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AB Holding ("AB Holding Units"). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, "GP") is the general partner of both AB Holding and AB. The GP owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in AB.
Including both the general partnership and limited partnership interests in AB Holding and AB, EQH and its subsidiaries have an approximate 64.7% economic interest in AB as of June 30, 2018.
The names and principal occupations of the Adviser's chief executive officer (also a director) and directors are set forth below. Unless otherwise indicated, the business address of each person listed below is 1345 Avenue of the Americas, New York, NY 10105.
NAME PRINCIPAL OCCUPATION
Seth Bernstein President and Chief Executive Officer of the Adviser and Director of the General Partner of the Adviser.
Robert Zoellick Chairman of the Board of the General Partner of the Adviser.
Paul Audet Founding and Managing Member of Symmetrical Ventures, LLC, a venture capital firm specializing in growth capital investments in the technology sector. Director of the General Partner of the Adviser.
Ramon de Oliveira Director of the General Partner of the Adviser.
Denis Duverne Director of the General Partner of the Adviser. Chairman of the Board of AXA.
Barbara Fallon-Walsh Director of the General Partner of the Adviser.
Daniel Kaye Director of the General Partner of the Adviser.
Shelley Leibowitz Director of the General Partner of the Adviser. Founder of SL Advisory, which advises senior executives and boards of directors in the areas of technology oversight and cybersecurity best practices.
Anders Malmstrӧm Director of the General Partner of the Adviser. Chief Financial Officer of AXA Equitable.
Das Narayandas   Director of the General Partner of the Adviser. Edsel Bryant Ford Professor of Business Administration at Harvard Business School.
Mark Pearson Director of the General Partner of the Adviser. Chairman and Chief Executive Officer of AXA Equitable.
19
Description of the Proposed Agreements and Future Agreements
The description of each Proposed Agreement that follows is qualified entirely by reference to the applicable form of each type of Proposed Agreement included inAppendix D to this Proxy Statement. Each Fund to ~~operate~~which the respective form relates is also set forth in ~~a more efficient and economical manner. The proposed amendments~~Appendix D. For purposes of this subsection, references to the ~~Charter fall generally under four broad categories: (i) series and class structure and related provisions, (ii)~~Proposed Agreement of a Fund include the Future Agreement for that Fund. Each Proposed Agreement is identical in all material respects to the applicable Current Agreement, except that it reflects a new effective date, as the Proposed Agreement would become effective after the first Change of Control Event that occurs after stockholder ~~voting provisions, (iii) mandatory and other redemption provisions and (iv) liability exculpation and indemnification and expense advance provisions.~~approval, except that in the case of a Future Agreement, the Agreement would become effective upon a subsequent Change of Control Event. The ~~following discusses~~material terms of each Proposed Agreement are discussed in more detail below.
Contractual Management Fees
No change in the ~~material changes~~contractual management fees for the Funds is proposed in connection with Proposal Two.Appendix E includes the fee schedules for each Fund ~~within these broad categories~~ and provides information on the ~~additional categories, and discusses~~fees paid to the ~~Board's recommendations as~~Adviser by each registered investment company with an investment objective similar to ~~each amendment. A. Series and Class Structure and Related Provisions Alliance recommended, and~~ the ~~Board declared advisable, the proposed amendments concerning the establishment and administration of series and classes~~investment objectives of the ~~Fund's stock~~Funds.
Services
No change to ~~update~~ the ~~Charter to provide~~advisory services provisions of the ~~Board~~Current Agreements is proposed in connection with Proposal Two.
> All Funds (other than AB Multi-Manager Select Retirement Allocation Fund, AB Multi-Manager Select 2010 Fund, AB Multi-Manager Select 2015 Fund, AB Multi-Manager Select 2020 Fund, AB Multi-Manager Select 2025 Fund, AB Multi-Manager Select 2030 Fund, AB Multi-Manager Select 2035 Fund, AB Multi-Manager Select 2040 Fund, AB Multi-Manager Select 2045 Fund, AB Multi-Manager Select 2050 Fund, AB Multi-Manager Select 2055 Fund, (the "Select Retirement Funds"))
Each Proposed Agreement (other than the ~~broadest flexibility to act with respect to series or classes of stock under~~Select Retirement Funds Agreements) provides that the ~~MGCL~~Adviser will, subject to the 1940 Act. The New Charter provisions would clarify the classification and designation of stock and the allocation of assets and expenses among series or classes of stock and the Board's powers with respect to these allocations. These changes are intended to improve administrationoversight of the Portfolios and would not affect the management of the Portfolios. The New Charter contains provisions that: . Provide for the automatic readjustment of the number of authorized shares of a class or series of the Fund that are classified or reclassified into shares of another series or class of the Fund. This change is administrative and provides for automatic readjustment in the number of shares where changes are made to one series or class. See New Charter, Article Fifth, Section 1. 11 ~~. Clarify that redeemed or otherwise acquired shares of stock of a series or class shall constitute authorized but unissued shares of stock of that series or class~~Directors and in ~~connection~~accordance with a liquidation or reorganization of a series or class of the Fund in which outstanding shares of such class or series are redeemed by the Fund, that all authorized but unissued shares of such class or series shall automatically be returned to the status of authorized but unissued shares of common stock, without further designation as to class or series. This change is for administrative flexibility and avoids the necessity to authorize the issuance of additional shares when shares have been previously authorized by the Board. See New Charter, Article Fifth, Section 10(e). . Clarify that the Fund's ~~Board has sole discretion to allocate~~prospectus, manage the ~~Fund's general assets~~investment and provide that any general assets allocated to a series or class will irrevocably belong to that series or class. This change makes the Board's discretion explicit in the New Charter and conforms provisions in the New Charter to the MGCL. See New Charter, Article Fifth, Sections 3 and 4. . Clarify that debts, liabilities, obligations and expensesreinvestment of a series or class shall be charged to the assets of the particular series or class and to provide that the Board's determination with respect to the allocation of all debts, liabilities, obligations and expenses will be conclusive. This change conforms provisions in the New Charter to the MGCL and makes the Board's powers to determine allocations of debts, liabilities, obligations and expenses explicit. See New Charter, Article Fifth, Section 5. . Provide that debts, liabilities, obligations and expenses of a series or class are enforceable only with respect to that series or class and not against the assets of the Fund ~~generally. This change would clarify~~and administer its affairs. In this regard, it is the responsibility of the Adviser to make investment and reinvestment decisions for each Fund and to place the purchase and sale orders for each Fund. The Adviser provides research and advice, continuously supervises the investment portfolio of each Fund and pays the costs of certain clerical and administrative services involved in portfolio management.
> Select Retirement Funds
The Proposed Agreement for the Select Retirement Funds specifically provides that the ~~debts, liabilities, obligations~~Adviser will make decisions with respect to all purchases and sales of securities in each Fund except to the extent the Adviser has delegated investment discretion to one or more permitted sub-advisers. The Proposed Agreement also contains provisions relating to the Adviser's oversight of sub-advisers.
20
Appointment of Sub-Advisers
> Select Retirement Funds
The Adviser has obtained an exemptive order (the "Order") from the SEC, which permits the Adviser, subject to the supervision and approval by the Directors of the Funds and certain other conditions contained in the Order, to enter into sub-advisory agreements with unaffiliated sub-advisers, and to materially amend or terminate those agreements, in each case without seeking the approval of the Funds' stockholders.
The Adviser has retained Morningstar Investment Management LLC ("Morningstar") as sub-adviser to the Select Retirement Funds. Morningstar is located at 22 West Washington Street, Chicago, Illinois 60602. The current sub-advisory agreement (the "Current Sub-Advisory Agreement") would automatically terminate upon a Change of Control Event. The Directors of the Select Retirement Funds have approved a new sub-advisory agreement (the "New Sub-Advisory Agreement") between the Adviser and Morningstar. If stockholders of the Select Retirement Funds approve the Proposed Agreement, the New Sub-Advisory Agreement relating to the Funds will take effect upon a Change of Control Event. Stockholder approval of the New Sub-Advisory Agreement is not required. If no Change of Control Event occurs, the New Sub-Advisory Agreement will not go into effect and the Current Sub-Advisory Agreement will continue in effect. The terms of the New Sub-Advisory Agreement are identical to the Current Sub-Advisory Agreement, except for the effective and termination dates.
Reimbursement of Administrative Expenses
No change to the expense reimbursement provisions of the Current Agreements is proposed in connection with Proposal Two.
> All Funds (other than AB All Market Total Return Portfolio, AB Conservative Wealth Strategy, AGHIF, AB Growth Fund, AMMAF, AB Tax-Managed All Market Income Portfolio, the ACS Funds, Select Retirement Funds and SCB)
The Proposed Agreements for these Funds include a provision for the reimbursement to the Adviser of the costs of certain administrative services, including clerical, accounting, legal and other services, that the Adviser provides to the Funds at the request of the Funds.
> The ACS Funds, SCB, AB Growth Fund, AB All Market Total Return Portfolio, AB Conservative Wealth Strategy, AB Tax-Managed All Market Income Portfolio and the Select Retirement Funds
The Proposed Agreements for these Funds do not contain a reimbursement provision.
> AMMAF
While the Proposed Agreement for AMMAF does not contain a reimbursement provision, AMMAF has entered into a separate Administrative Reimbursement Agreement with the Adviser pursuant to which AMMAF reimburses the Adviser for certain administrative services at cost. The Administrative Reimbursement Agreement is not affected by a Change of Control Event.
21
> AGHIF
The Proposed Agreement for AGHIF does not include a reimbursement provision, because certain administrative and other services are provided by the Adviser pursuant to a separate administration agreement.
Appendix F includes information on the amounts paid by the Funds to the Adviser with respect to the administrative services described above during the most recent fiscal year of each Fund, as applicable.
Other Expenses
No change to the "Other Expense" provisions of the Current Agreements is proposed in connection with Proposal Two.
> All Funds (other than TAP Funds, ACS Funds, AGHIF, AMMAF, ACMIF, ANMIF, SCB, Bernstein Funds, and Select Retirement Funds)
The Proposed Agreements for these Funds provide that each Fund is responsible for the payment of various expenses, including: (a) custody, transfer and dividend disbursing expenses; (b) fees of Directors who are not affiliated persons of the Adviser; (c) legal and auditing expenses; (d) clerical, accounting and other office costs; (e) the cost of certain personnel, who may be employees of the Adviser or its affiliates, that provide clerical, accounting and other services to such Fund; (f) costs of printing prospectuses and stockholder reports; (g) the cost of maintenance of corporate existence; (h) interest charges, taxes, brokerage fees and commissions; (i) costs of stationary and supplies; (j) expenses and fees related to registration and filing with the Securities and Exchange Commission (the "SEC") and with state regulatory authorities; and (k) promotional expenses paid pursuant to any Rule 12b-1 Plan.
The Proposed Agreement for ADGF is substantially similar to the other Proposed Agreements described in this paragraph, except that it also provides that ADGF shall pay the allocated portion of the fees of any trade association of which ADGF may be a member, the cost of stock certificates representing shares of ADGF, and all expenses of stockholders' and directors' meetings.
> The TAP Funds
The Proposed Agreements for the TAP Funds do not enumerate the expenses (other than the management fee under the Proposed Agreement) payable by the TAP Funds. The registration statement of the TAP Funds discloses that the TAP Funds pay certain other costs including: (a) brokerage and commission expenses; (b) federal, state and local taxes, including issue and transfer taxes incurred by or levied on a TAP Fund; (c) interest charges on borrowing; (d) fees and expenses of ~~one series or class~~registering the shares of the ~~Fund are enforceable only~~TAP Funds under the federal securities laws and of qualifying shares of the TAP Funds under applicable state securities laws including expenses attendant upon renewing and increasing such registrations and qualifications; (e) expenses of printing and distributing the TAP Funds' prospectuses and other reports to stockholders; (f) costs of proxy solicitations; (g) transfer agency fees; (h) charges and expenses of the TAP Funds' custodian; (i) compensation of the TAP Funds' officers, Directors and employees who do not devote any part of their time to the affairs of the Adviser or its affiliates; (j) costs of stationery and supplies; and (k) such promotional expenses as may be contemplated by the distribution services agreement.
22
> The ACS Funds
The Proposed Agreements for the ACS Funds provide that the ACS Funds will be responsible for the payment of the following expenses: (a) taxes, if any, levied against ACS or the ACS Funds; (b) brokerage fees and commissions in connection with the purchase and sale of portfolio securities for the ACS Funds; (c) costs, including any interest expenses, of borrowing money and (except with respect to ~~that series~~AB Corporate Income Shares) other leveraging methods; (d) extraordinary expenses, including extraordinary legal expenses and expenses incurred in connection with litigation, proceedings, or ~~class, which is consistent~~other claims and/or legal obligations of ACS to indemnify its directors, officers, employees, stockholders, distributors and agents with a provision of the MGCL that protects the stockholders of a fund's other series or classes of stock. See New Charter, Article Fifth, Section 5. . Provide that the Board may provide a specified holding period prior to the record date for stockholders to be entitled to dividends (deleting the requirement that such holding period may not exceed a maximum of 72 hours)respect thereto; and ~~to provide that dividends or distributions may be paid in-kind. This change gives the discretion to specify holding periods rather than specifying them in the Charter~~(e) ACS's organizational and provides the Board with the flexibility in the payment of dividends, whether in cash or in-kind. See New Charter, Article Fifth, Section 7. . Permit the Board discretion to call for the automatic conversion of any share class into any other share classoffering expenses to the extent ~~disclosed~~authorized by the Directors, and any other expenses that are capitalized in the applicable registration statement and permitted by applicable laws and regulations. This change gives the Board broader flexibility to determine class conversions between classes. See New Charter, Article Fifth, Section 11. . Add a provision that all persons who acquire stock or other securities of the Fund shall acquire the same subject to the Charter provisions and Bylaws. Consistentaccordance with Maryland law, this change makes it explicit that the Fund's stockholders are subject to the Fund's Charter and Bylaws. See New Charter, Article Fifth, Section 15. In addition to the New Charter provisions discussed above, Alliance recommended, and the Board declared advisable, that the following provisions be deleted because they are codifiedgenerally accepted accounting principles. The Adviser is responsible under the ~~1940 Act and/or~~Proposed Agreements for the ~~MGCL and are not~~ACS Funds for certain expenses incurred by the ACS Funds required to be included inas "other expenses" for purposes of the ~~Charter. The New Charter: . Deletes a provision granting~~registration statement, including: (a) expenses of the ~~Board power~~independent public accountant, (b) expenses of the transfer agent(s), registrar, dividend disbursing agent(s) and stockholder recordkeeping services, (c) expenses of the custodian, including any recordkeeping services provided by the custodian, (d) expenses relating to ~~increase or decrease~~obtaining quotations for calculating the ~~number~~value of shares in a class pursuant to classification or reclassification. . Deletes as obsolete a provision prohibiting the Board from reducing the number of shares of any class below the number of outstanding shares. . Deletes a provision permitting the Board to designate unissued Fund shares as a class or series of preferred or special stock excluded from the definition of "senior security." 12 ~~B. Stockholder Voting Provisions Alliance recommended, and the Board declared advisable, proposed minor changes~~an ACS Fund's net assets, (e) expenses relating to the ~~Fund's voting provisions. These changes are intended~~preparation of such reports and other materials as may reasonably be requested by the Directors, (f) expenses relating to ~~give~~ the ~~Board more flexibility in setting voting requirements consistent with current MGCL provisions~~maintenance of ACS's tax records, (g) expenses, including expenses relating to the procurement of legal services, incident to meetings of stockholders, the preparation and ~~the interests~~mailing of ~~stockholders. These changes also clarify quorum requirements at meetings for specific classes or series~~prospectuses and ~~for the Fund as a whole. These changes would not affect the management of a Portfolio. The New Charter contains provisions that: . Permit, as to any matter submitted~~reports to stockholders, the ~~Fund~~filing of reports with regulatory bodies, the maintenance of ACS's existence and qualification to ~~calculate~~do business and the ~~number of votes to which a stockholder is entitled to cast on such matter based on the net NAV~~registration of shares ~~rather than on~~with federal and state securities authorities, (h) fees and expenses of ACS's directors and officers, and the ~~basis~~fees and expenses of ~~one vote for each share outstanding. Votes would be so calculated only if approved~~any legal counsel or any other persons engaged by such persons in ~~advance by~~connection with the Board, and only if the Fund first obtains an exemptive order from the SEC permitting the Fund to calculate votes in this manner. This change would permit the Board to address circumstances in which there are material disparities in NAV per share among the seriesdischarge of their duties as trustees or officers, (i) costs of printing certificates representing ACS's shares, (j) ACS's pro rata portion of the ~~Fund resulting in inequitable voting rights among the stockholders~~fidelity bond required by Section 17(g) of the various series in relation to the value of a stockholder's investment. See New Charter, Article Fifth, Section 8. . Permit the Fund's Board to determine certain matters that are subject to vote only by a specific class or series of the Fund, rather than by all stockholders of the Fund as a single class. The Board would have this discretion only for matters that are not otherwise prescribed under the 1940 Act or other ~~applicable law.~~ insurance premiums, and (k) association membership dues.
> AGHIF
The ~~existing Charter~~Proposed Agreement for AGHIF provides that AGHIF is responsible for the payment of various expenses, including the following: (a) brokerage and commission expenses; (b) federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on AGHIF; (c) interest charges on borrowings; (d) organizational and offering expenses, whether or not advanced by the Adviser; (e) the cost of certain personnel providing certain services to AGHIF; (f) fees and expenses of registering AGHIF's shares under the appropriate federal securities laws and of qualifying AGHIF's shares under applicable state securities laws; (g) fees and expenses of listing and maintaining the listing of AGHIF's shares on any national securities exchange; (h) expenses of printing and distributing reports to stockholders; (i) costs of proxy solicitation; (j) charges and expenses of AGHIF's administrator, custodian and registrar, transfer agent and dividend disbursing agent; (k) compensation of AGHIF's officers, directors and employees who do not devote any part of their time to the affairs of the Adviser or the affairs of affiliates of the Adviser other than AGHIF; (1) legal and auditing expenses; (m) the cost of stock certificates representing shares of AGHIF's stock; and (n) costs of stationery and supplies.
23
> AMMAF
The Proposed Agreement for AMMAF provides that AMMAF is responsible for the payment of various expenses, including the following: (a) brokerage and commission expenses; (b) Federal, state, local and foreign taxes, including issue and transfer taxes, incurred by or levied on AMMAF; (c) interest charges on borrowings; (d) AMMAF's organizational and offering expenses, whether or not advanced by the Adviser; (e) fees and expenses of registering AMMAF's shares under the appropriate Federal securities laws and of qualifying AMMAF's shares under applicable state securities laws; (f) fees and expenses of listing and maintaining the listing of AMMAF's shares on any national securities exchange; (g) expenses of printing and distributing AMMAF's prospectuses and reports to stockholders; (h) costs of proxy solicitations; (i) charges and expenses of AMMAF's administrator(s) (including the Adviser's charges under the Administrative Reimbursement Agreement), custodian, and transfer and dividend disbursing agent and registrar of shares; (j) compensation of the Fund's officers, Directors and employees who do not devote any part of their time to the Adviser's affairs or the affairs of the Adviser's affiliates other than AMMAF; (k) legal and auditing expenses; (l) payment of all investment advisory fees (including the fees payable to the Adviser under the Proposed Agreement); (m) fee and charges of any third parties providing due diligence reviews of the operations of investment managers of AMMAF's potential and actual investments and the travel costs of the Adviser's personnel in connection with such reviews; (n) costs of stationery and supplies; and (o) costs of periodic offers to repurchase AMMAF's shares.
> ACMIF and ANMIF
The Proposed Agreements for ACMIF and ANMIF provide that the applicable Fund is responsible for the payment of various expenses, including the following: (a) brokerage and commission expenses; (b) federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (c) interest charges on borrowings; (d) organizational and offering expenses, whether or not advanced by the Adviser; (e) the cost of certain personnel providing certain services to the Fund; (f) fees and expenses of registering shares of the Fund under the appropriate federal securities laws and of qualifying shares of the Fund under applicable state securities laws; (g) fees and expenses of listing and maintaining the listing of shares of the Fund on any national securities exchange; (h) the costs of maintaining the Fund's existence as a Maryland corporation and the Fund's authority to do business in New York; (i) expenses of printing and distributing reports to stockholders; (j) costs of proxy solicitation; (k) charges and expenses of the Fund's custodians and registrar, transfer and dividend disbursing agent; (1) compensation of the Fund's directors who are not affiliated with the Adviser; (m) legal and auditing expenses; (n) the cost of stock certificates representing shares of the Fund's common stock; and (o) clerical, accounting and other office costs.
24
> SCB
The Proposed Agreements for SCB provide that the SCB Funds are responsible for the payment of various expenses, including the following: (a) the fees payable to the Adviser under the Agreement and the Shareholder Servicing and Administrative Agreement; (b) the fees and expenses of Directors who are not affiliated with the Adviser; (c) the fees and expenses of the SCB Funds' custodian and transfer agent including but not limited to fees and expenses relating to Fund accounting, pricing of the Funds' shares, and computation of net asset value; (d) the fees and expenses of calculating yield and/or performance of the SCB Funds; (e) the charges and expenses of legal counsel and independent accountants; (f) all taxes and corporate fees payable to governmental agencies; (g) the fees of any trade association of which SCB is a member; (h) reimbursement of the SCB Funds' share of the organization expenses of the SCB Funds or SCB; (i) the fees and expenses involved in registering and maintaining registration of SCB and the shares of the SCB Funds with the SEC, registering SCB as a broker or dealer and qualifying the shares of the SCB Funds under state securities laws, including the preparation and printing of the registration statements and prospectuses for such purposes, allocable communications expenses with respect to investor services, all expenses of stockholders' and Directors' meetings and preparing, printing and mailing proxies, prospectuses and reports to stockholders; (j) brokers' commissions, dealers' mark-ups and any issue or transfer taxes chargeable in connection with the SCB Funds' transactions; (k) the cost of stock certificates representing shares of the SCB Funds; (l) insurance expenses, including, but not limited to, the cost of a fidelity bond, directors and officers insurance and errors and omissions insurance; and (m) litigation and indemnification expenses, expenses incurred in connection with mergers, and other extraordinary expenses not incurred in the ordinary course of the SCB Funds' business.
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> The Bernstein Funds
The Proposed Agreements for the Bernstein Funds provide that the Funds are responsible for the payment of various expenses, including the following: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (c) calculating a Fund's net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Company (including, without limitation, Fund administrators, custodians and pricing services)); (d) interest payable on debt and dividends and distributions on stock, as applicable, if any, incurred to finance the Fund's investments; (e) custodian, registrar and transfer agent fees and fees and expenses of other service providers; (f) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Company's Directors who are not "interested persons" of the Adviser; (g) the cost of office facilities as described in the Agreement; (h) legal and audit expenses; (i) fees and expenses related to the registration and qualification of a Fund and the Fund's shares for distribution under state and federal securities laws; (j) expenses of printing and mailing reports and notices and proxy material to stockholders of the Funds; (k) all other expenses incidental to holding meetings of the Funds' stockholders, including proxy solicitations therefor; (l) insurance premiums for fidelity bond and other insurance coverage; (m) investment management fees; (n) the fees of any trade association of which the Company is a ~~specific class~~member; (o) expenses of filing, printing and mailing prospectuses and supplements thereto to stockholders of the Funds; (p) expenses related to the engagement of any third-party professionals, consultants, experts or ~~series~~specialists hired to perform work in respect of ~~stock will vote on issues pertaining~~the Company or the Funds; (q) all other expenses incurred by the Company or the Funds in connection with administering the business of the Company or the Funds, including each Fund's allocable portion of the cost of the Company's legal, compliance, administrative and accounting personnel, and their respective staffs; (r) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Company is a party and legal obligations that the Company may have to indemnify the Company's directors, officers and/or employees or agents with respect to these actions, suits or proceedings; (s) organizational expenses of the Company and the Funds; and (t) the costs, fees and expenses otherwise stated in the Agreement as applicable to the Company or the Funds.
> The Select Retirement Funds
Under the sub-advisory agreements for the Select Retirement Funds, the sub-advisers bear their expenses of providing services pursuant to the sub-advisory agreements.
Exculpatory Provisions
No change to the exculpatory and limitations of liabilities provisions of the Current Agreements is proposed in connection with Proposal Two.
The Proposed Agreements provide that the Adviser shall not be liable thereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing in the Proposed Agreements shall be deemed to protect, or purport to protect, the Adviser against any liability to the particular Fund or to its stockholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties thereunder, or by reason of the Adviser's reckless disregard of its obligations and duties thereunder.
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Term and Continuance
No change to the term and continuance provisions of the Current Agreements is proposed in connection with Proposal Two. The Agreements would differ only to the extent of their effective and termination dates.
If approved by stockholders, each Proposed Agreement will be effective after the first Change of Control Event that ~~class~~occurs after stockholder approval or ~~series~~any subsequent Change of ~~stock. The second~~Control Event in the case of a Future Agreement. Each Proposed Agreement would continue in effect for one year from its effective date and thereafter from year to year provided that its continuance is specifically approved at least annually by a vote of a majority of the Fund's outstanding voting securities or by the Board, and in either case, by a majority of the Directors who are not parties to the Agreement or "interested persons" of any such party at a meeting called for the purpose of voting on such matter.
Termination
No change to the termination provisions of the Current Agreements is ~~intended~~proposed in connection with Proposal Two. Each Proposed Agreement automatically terminates upon assignment and is terminable with respect to ~~clarify~~the related Fund at any time without penalty by vote of the holders of a majority of the outstanding voting securities of the Fund or by vote of the directors of the Fund, in either case on 60 days' written notice to the Adviser, or by the Adviser on 60 days' written notice to the Fund, except that the Adviser may terminate the Proposed Agreement for ADGF only on any January 1 upon at least 60 days' notice, and the Adviser may terminate the Proposed Agreement for SCB upon 30 to 60 days written notice to the Fund.
For more information on when the Current Agreements were last approved by stockholders, seeAppendix E.
Board ~~may make~~Consideration of the ~~determination of whether an issue pertains only to a class or series where it is not otherwise specified by law. See New Charter, Article Fifth, Section 8. . Clarify that where~~Proposed Agreements
As described above, the ~~Charter (in addition to applicable laws) mandates a separate vote by~~Plan contemplates one or more ~~series~~transactions that may result ultimately in one or ~~classes~~more indirect Change of Control Events for the Adviser, which in turn would result in the automatic termination of each Current Agreement. At the Board Meetings, the Adviser presented its recommendation that each Board consider and approve the Proposed Agreements with respect to the Fund or Funds which it oversees. Following review and discussion with the Adviser, each of the ~~Fund's stock,~~Boards, including a ~~quorum will be determined by~~majority of the ~~number~~Directors who are not interested persons of ~~shares~~ the ~~holders of which are present~~Funds (the "Independent Directors") as defined in ~~person or by proxy~~the 1940 Act, approved at its Board Meeting the ~~meeting of that specific class or series, rather than~~Proposed Agreements with the Adviser for the Fund or Funds overseen by that Board. The Boards, including the respective Independent Directors, also considered and approved interim advisory agreements with the Adviser (each an "Interim Advisory Agreement") at the Board Meetings, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of a ~~whole. See New Charter, Article Seventh, Section 3. C. Mandatory~~Change of Control Event resulting in the automatic termination of an investment advisory agreement.
The decision by each of the Boards, including a majority of the Independent Directors, to approve the Proposed Agreements and ~~Other Redemption Provisions Alliance recommended,~~Interim Agreements, as applicable, for the Funds overseen by that Board and to recommend approval of the Proposed Agreements and the ~~Board declared advisable, proposed changes to give the Board more flexibility to redeem stockholder accounts that fall below~~Future Agreements by stockholders of those Funds was based on a certain threshold. Alliance advised that small accounts are costly for the Fund to maintain, often at the expense of larger stockholders. Currently, the Charter provides that the Board may cause the Fund to redeem a stockholder's shares from the Fund if, after redemption, in certain cases, or otherwise in other cases, the amount that the stockholder has invested in the Fund falls below $200) or such other amount that the Board may determine. This provision also includes a cap of $25,000 on the dollar amount that the Board may set and a stockholder notice requirement. The amendments recommended by Alliance, and declared advisabledetermination by the ~~Board, would give the Board greater administrative flexibility to determine when~~Boards that it is in the best interests of the Fund to redeem small accounts by giving the Board sole discretion to set the mandatory threshold for redemption. In addition, these amendments would delete the notice provision and permit the Board to cause the Fund to make mandatory redemptions for other purposes, such as a reorganization of the Fund, as now permitted by relatively recent amendments to the MGCL. If these changes are adopted, upon approval by the Board, the typical Fund reorganization or liquidation will require only the stockholder approval required under the 1940 Act, if any. The New Charter provisions: . Clarify that the Fund may redeem shares at NAV where a stockholder fails to maintain a minimum amount determined by the Board, in its sole discretion. See New Charter, Article Fifth, Section 10(c). . Provide that the Board may cause the Fund to redeem shares for "any other purposes," subject to the 1940 Act, such as a reorganization of the Fund. See New Charter, Article Fifth, Section 10(c). Alliance recommended, and the Board declared advisable, the proposed changes discussed below to clarify that the Board may impose certain fees upon redemption. These changes would give the Board increased flexibility to impose fees upon redemption where the Directors determine that to do so would be in the best interests of 13 those Funds for the ~~Fund or a Portfolio. For example, under~~Adviser to continue providing investment advisory and related services for those Funds, without interruption, as consummation of the ~~flexibility provided by this revision,~~Plan proceeds.
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The Boards were aware that the ~~Board could determine to impose a redemption fee to discourage market timing~~Plan may not result immediately in a ~~Portfolio. This flexibility is consistent with the requirements~~Change of Rule 22c-2 under the 1940 Act, which requires the Board to determine whether it is necessary or appropriate to impose a redemption fee or whether a redemption fee is not necessary or not appropriate. In connection therewith, the CharterControl Event, but also would be changed to provide that redemption proceeds be reduced by any applicable redemption fee, "other amount" or contingent deferred sales charge. These provisions would be extended to all classes of shares of the Fund and would: . Clarifyrecognized that the ~~Board may impose~~Plan contemplates a redemption charge, deferred sales charge, redemption fee or "other amount" upon redemption. See New Charter, Article Fifth, Section 10(a). . Clarify that redemption proceeds be reduced by any applicable redemption fee, "other amount" or contingent deferred sales charge. See New Charter, Article Fifth, Section 10(b). The following changes are intended to conform the redemption provisions to those permitted under the 1940 Act and the MGCL and to give the Board greater administrative flexibility in managing the Fund. The changes provide the Board with greater flexibility in the administration of the Fund and make the Board's role in setting redemption procedures explicit. The changes would not result in any changes in the Fund's redemption procedures. The New Charter provisions: . Allow a Board to establish procedures for the redemption of stock. See New Charter, Article Fifth, Section 10(a). . Delete a provision authorizing the Fund, upon Board authorization, to buy back shares at a price not exceeding NAV by an agreement with stockholders. D. Liability Exculpation and Indemnification and Expense Advance Provisions The existing Charter or Bylaws of the Fund generally provide that, to the maximum extent permitted by the MGCL and the 1940 Act, Directors and officers shall not be liable to the Fund or its stockholders for money damages and shall be indemnified by the Fund and have expenses advanced by the Fund. Alliance recommended to the Board and the Board declared advisable, that the Fund's Charter be revised to clarify that the Fund has the power to indemnify and advance expenses to its Directors and officers to the maximum extent permitted by the 1940 Act and the MGCL. The 1940 Act and the MGCL provide extensive regulation of the indemnification that the Fund may provide to its Directors and officers. Alliance advised the Board that the proposed changes to the existing Charter are intended only to make the indemnification provisions clearer and would not change the Fund's existing indemnification obligations to the Fund's Directors and officers. The Fund's Board believes that it is important for the Fund to be able to limit the liability of its Directors and officers to the maximum extent permitted by law and indemnify and advance expenses to the maximum extent permitted by law in order to promote effective management and oversight of the Fund. More restrictive indemnification provisions may make it difficult to attract and retain qualified Directors and officers. These changes update the Fund's indemnification provisions consistent with the current industry standard as permitted under the 1940 Act and the MGCL. The indemnification provisions in the New Charter will: . Authorize the Fund to obligate itself to indemnify and advance expenses to the maximum extent permitted by the MGCL. See New Charter, Article Eighth, Section 2. . Allow the Fund to indemnify and advance expenses, subject to Board approval, to any person who served as a Director to a predecessor of the Fund in any capacity that may be indemnified under the Fund's Charter. See New Charter, Article Eighth, Section 2. . Replace the specific 1940 Act limitations on exculpation, indemnification and advance of expenses in cases of willful misfeasance, bad faith, negligence, or reckless disregard for duties with a general reference to limitations on exculpation, indemnification and advance of expenses imposed under the 1940 Act. See New Charter, Article Eighth, Section 3. 14 . Extend the non-applicability to a Director or officer of subsequent changes to the indemnification policies to subsequent changes made to indemnification provisions contained in the Fund's Charter or Bylaws. See New Charter, Article Eighth, Section 4. . Add a provision that Directors and officers are not liable to the Fund or its stockholders for money damages to the maximum extent permitted by law. See New Charter, Article Eighth, Section 1. E. Other Revisions (i) Corporate Purpose The existing Charter enumerates a list of specific powers of the Fund. The proposed changes would delete these provisions and provide instead that the Fund has all powers permitted by the MGCL. The Fund is not required to list specific powers in its Charter and the current specificity may limit the Fund's power and may restrict the Fund's power to undertake certain activities without incurring the cost and delay of a stockholder vote and to respond quickly to regulatory developments to the detriment of the Fund. Changing the existing Charter to give the Fund the powers permitted under the MGCL will give the Fund greater flexibility. The New Charter: . Deletes specific powers of the Fund, and provides instead that the Fund shall have all powers conferred upon it or permitted by the MGCL. (ii)Board of Directors The New Charter would provide that the minimum number of Directors for the Fund shall be one and eliminate the maximum number of Directors provided in the existing Charter. The current Charter provides for a minimum of two and a maximum of twenty Directors. Alliance advised the Board that this change would give the Board flexibility to determine the number of Directors for the Fund based on the specific needs of the Fund. The changes would also revise the general powers of the Board and explicitly permit the Board to authorize the issuance of stock and other securities without stockholder approval. The proposed changes recommended by Alliance, and declared advisable by the Board, would provide greater flexibility for the Board to oversee the Fund, especially the power to authorize the issuance of shares to the extent permitted by the MGCL. These changes would not affect the management of the Fund. The New Charter: . Provides that the minimum number of Directors for the Fund shall be one. See New Charter, Article Sixth. . Expands the general powers of the Board and explicitly permits the Board to authorize the issuance of stock and other securities without stockholder approval. See New Charter, Article Seventh, Section 1(c). (iii)Interested Persons Provisions The Charter currently permits contracts to provide services between the Fund and interested persons of the Fund, including Alliance. Presumably, these provisions were based on provisions in operating company charters that permit such arrangements. The 1940 Act, rather than the MGCL, determines and limits transactions between the Fund and its affiliates and sets forth specific procedures the Fund must follow. The provisions are not required in the Fund's Charter and may conflict with the provisions of the 1940 Act. The proposed change will: . Delete a provision regarding the procedures that the Fund must follow to enter into a contract with an affiliate. (iv)Dividends and Distributions The 1940 Act, the MGCL and federal tax laws regulate the Fund's method and manner of making dividends and distributions. Provisions relating to these matters are not necessary in the Fund's Charter and may conflict with the 1940 Act and other requirements. For these reasons, Alliance recommended, and the Board declared advisable, that certain provisions be eliminated. The proposed changes will: . Delete a provision permitting distribution to vary between classes for the purpose of complying with regulatory or legislative requirements. 15 . Delete a provision permitting the Board to set apart assets for dividends for a reserve. The Board unanimously recommends that the stockholders of the Fund vote "FOR" Proposal 2. Approval of Proposal 2 requires the affirmative vote of a majority of the votes entitled to be cast. 16 PROPOSAL THREE APPROVAL OF AMENDMENT, ELIMINATION, OR RECLASSIFICATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS Under Section 8(b) of the 1940 Act, a Portfolio must disclose whether it has a policy regarding the following: (1) diversification, as defined in the 1940 Act; (2) borrowing money; (3) issuing senior securities; (4) underwriting securities issued by other persons; (5) purchasing or selling real estate; (6) purchasing or selling commodities; (7) making loans to other persons; and (8) concentrating investments in any particular industry or group of industries (the "Section 8(b) policies"). Under the 1940 Act, these policies are "fundamental" and may not be changed without a stockholder vote. In addition to its Section 8(b) policies, under the 1940 Act a Portfolio may designate any other of its policies as fundamental policies (the "Other Fundamental Policies"). Many of the Portfolios' Other Fundamental Policies can be traced back to federal or state securities law requirements that were in effect when the Fund was organized. These restrictions have subsequently been made less restrictive or are no longer applicable to the Fund. For example, the National Securities Markets Improvement Act of 1996 ("NSMIA") preempted many investment restrictions formerly imposed by state securities laws and regulations (these state laws and regulations are often referred to as "blue sky" laws and regulations), so those state requirements no longer apply. As a result, many of the current restrictions unnecessarily limit the investment strategies available to Alliance in managing a Portfolio's assets. In addition, the lack of uniform standards across the Portfolios leads to operating inefficiencies and increases the costs of compliance monitoring. The Board considered and approved Alliance's recommendation that the Portfolios' Section 8(b) policies be replaced with standardized fundamental policies. In some cases, Alliance recommended and the Board approved less restrictive Section 8(b) policies. If the Proposals are approved with respect to a Portfolio, only those investment restrictions that the 1940 specifically requires to be fundamental, i.e., the Section 8(b) policies, as described in Proposal 3.A. - 3.G. will remain fundamental investment restrictions of the Portfolio. Alliance also recommended, and the Board approved, the elimination of the Other Fundamental Policies as discussed below in Proposals 3.H to 3.Z. None of the changes in the Section 8(b) policies or the Other Fundamental Policies is expected to have a significant effect in the management of the Portfolios. Proposal 3.A. Diversification Applicable Portfolios: All Portfolios Except Americas Government Income Portfolio, Global Bond Portfolio, and Global Dollar Government Portfolio Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policy in effect would read: "The Portfolio is diversified" as defined in the 1940 Act. Discussion of Proposed Modification: Section 8(b) of the 1940 Act requires each series of ~~an investment company to state whether it is "diversified" as~~transactions that term is defined in the 1940 Act. Consequently, the proposed modification is consistent with the 1940 Act, which only requires that a Portfolio state whether it is diversified. The 1940 Act requires that funds classify themselves as either diversified or non-diversified. The difference is that diversified funds are subject to stricter percentage limits on the amounts of assets that can be invested in any one company. Specifically, a diversified fund may not, with respect to 75% of its total assets: (1) invest more than 5% of its total assets in the securities of one issuer, or (2) hold more than 10% of the outstanding voting securities of such issuer. In making its recommendation to the Board, Alliance noted that no change is being proposed to a Portfolio's designation as diversified. Instead, the proposed change would modify a Portfolio's fundamental investment 17 policies regarding its sub-classification under the 1940 Act to rely on the definitions of the term "diversified" in the 1940 Act rather than stating the relevant percentage limitations expressed under current law. As acould result without the Board or stockholders taking further action, the modified investment policy would automatically apply the requirements of "diversification" under the 1940 Act to a Portfolio as those requirements may be amended from time to time. For those Portfolios that did not previously have a fundamental policy with respect to diversification, approval of this proposed modification would result in the adoption of this policy as a fundamental policy. To the extent that a Portfolio has a related policy or a substantively duplicative policy or policies with respect to diversification, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.B. Amendment of Fundamental Policies Regarding the Issuance of Senior Securities and Borrowing Money Applicable Portfolios: All Portfolios Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policies regarding borrowing and senior securities in effect would be combined to read: "The Portfolio may not issue any senior security (as that term is defined in the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities." "For the purposes of this restriction, margin collateral arrangements, including, for example, with respect to permitted borrowings, options, futures contracts, options on futures contracts and other derivatives such as swaps are not deemed to involve the issuance of a senior security." Discussion of Proposed Modification: In making its recommendation to the Board, Alliance noted that, under Section 18(f)(1) of the 1940 Act, a Portfolio may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets. Under the 1940 Act, certain types of transactions entered into by a Portfolio, including futures contracts, repurchase agreements, short sales, and when-issued and delayed delivery transactions, may be considered to raise senior securities issues. Alliance noted that currently, under SEC interpretations, these activities are not deemed to be prohibited so long as certain collateral or coverage requirements designed to protect stockholders are met. The proposed modification makes it clear that collateral arrangements are not to be deemed to be the issuance of a senior security. Most of the Portfolios' current fundamental policies with respect to senior securities and borrowings are separate policies. The proposed modification combines the two policies and would automatically conform a Portfolio's policy more closely to the exact statutory and regulatory requirements regarding senior securities, as they may exist from time to time, without incurring the time and expense of obtaining stockholder approval to change the policy. For Portfolios that do not have a policy regarding investments in senior securities as a fundamental policy, the new policy would, upon stockholder approval, be added as a fundamental policy. 18 Certain of the Portfolios' fundamental policies on borrowings prohibit borrowings or impose percentage limitations on borrowings. The proposed fundamental policy for borrowing would permit Portfolios to borrow up to the full extent permitted by the 1940 Act. The proposed fundamental policy for borrowing would permit Portfolios with policies imposing the following percentage limitations on borrowings to borrow up to the full extent permitted by the 1940 Act: .. Up to 15% of assets: . Americas Government Income Portfolio . Global Bond Portfolio . Global Dollar Government Portfolio . Growth and Income Portfolio . Growth Portfolio . High Yield Portfolio . International Portfolio . Large Cap Growth Portfolio . Money Market Portfolio . Total Return Portfolio . U.S. Government/High Grade Securities Portfolio . Utility Income Portfolio . Worldwide Privatization Portfolio .. Up to 5% of assets: . Global Technology Portfolio . Real Estate Investment Portfolio . Small Cap Growth Portfolio
The use of leverage by a Portfolio is considered speculative and involves risk. However, there is no current intention that any of these Portfolios will use this increased borrowing capability. Proposal 3.C. Amendment of Fundamental Policy Regarding Underwriting Securities Applicable Portfolios: Global Research Growth Portfolio, Global Technology Portfolio, Growth Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small Cap Growth Portfolio, Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and U.S. Large Cap Blended Style Portfolio Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policy regarding underwriting securities in effect would read: "The Portfolio may not act as an underwriter of securities, except that the Portfolio may acquire restricted securities under circumstances in which, if such securities were sold, the Portfolio might be deemed to be an underwriter for purposes of the Securities Act of 1933, as amended." Discussion of Proposed Modification: In making its recommendation to the Board, Alliance noted that the purpose of the modification is to clarify that the Portfolios are not prohibited from acquiring "restricted securities" to the extent such investments are consistent with a Portfolio's investment objective, even if such investments may result in the Portfolio technically being considered an underwriter under the federal securities laws. This amendment would not change the Portfolios' current policies on investing in restricted securities, which are considered illiquid securities and under current SEC guidelines are limited to 15% of a Portfolios' investment. The modification standardizes the policy on underwriting across the AllianceBernstein Fund Complex. Restricted securities are securities that have not been registered under the Securities Act of 1933 (the "1933 Act") and are purchased directly from the issuer or in the secondary market. Restricted securities may not be 19 resold unless registered under such Act or pursuant to an applicable exemption from such registration. Restricted securities have historically been considered a subset of illiquid securities (i.e., securities for which there is no public market). Alliance noted that because the Portfolios need to maintain a certain amount of liquidity to meet redemption requests, the Portfolios do not typically hold a significant amount of restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. For Portfolios that did not previously have a fundamental policy with respect to underwriting securities, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Portfolios. To the extent that a Portfolio has a related or a substantively duplicative policy or policies with respect to underwriting, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.D. Amendment of Fundamental Policy Regarding Concentration of Investments Applicable Portfolios: All Portfolios Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policy regarding concentration of investments in effect would read: "A Portfolio may not concentrate investments in an industry, as concentration may be defined under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities." Discussion of Proposed Modification: In making its recommendation to the Board, Alliance noted that even though the 1940 Act does not define what constitutes "concentration" in an industry, the staff of the Securities and Exchange Commission ("SEC") has taken the position that investment of more than 25% of the value of a Portfolio's assets in one or more ~~issuers conducting their principal business activities~~Change of Control Events in the ~~same industry (excluding~~future. Each of the ~~U.S. Government,~~Boards concluded that approval by stockholders at this time of the Proposed Agreements and the Future Agreements that may become effective for the Funds overseen by that Board upon the Change of Control Events in the future will permit those Funds to benefit from the continuation of services by the Adviser and its ~~agencies~~affiliates throughout the implementation of the Plan without the need for multiple stockholder meetings. Each of the Boards also noted that they would have the opportunity to review and further consider any Future Agreement at the time of the Change of Control Event that resulted in a termination of a prior Proposed Agreement.
Each of the Boards, including the Independent Directors of the Board, recommends approval of the Proposed Agreements for the Fund or ~~instrumentalities) constitutes concentration. Under~~Funds overseen by that Board by stockholders of those Funds.
Prior to their approval of the ~~SEC's guidelines, an industry classification refers to companies that have economic characteristics~~Proposed Agreements and Interim Agreements, the Directors had requested information from the Adviser, and had received and evaluated, extensive materials.
The Boards reviewed detailed information on the Plan, including the ownership and control structure of the Adviser and its affiliated entities both before and after the series of transactions that are ~~not materially different and does not include broad industry sectors such as the technology, utility or real estate industry. The proposed change would permit investment~~expected to result in a ~~specific industry up~~change of control of the Adviser. The Boards reviewed information about the potential impact of the transactions contemplated by the Plan on the Adviser and each of the Adviser's affiliates that provides services to the prescribed limits under the 1940 Act and accompanying SEC interpretations, as those limits are updated from time to time. The proposed amendment would not affect the Portfolios' investment policies. For Portfolios that did not previously have a fundamental policyFunds, including with respect to ~~concentration, approval of this proposed modification would result in~~ the ~~adoption of this policy as a fundamental policy for those Portfolios. To~~following areas: operations; personnel; organizational and governance structure; technology infrastructure; insurance coverage; capitalization; and financial and other resources. The Boards considered the extent that a Portfolio has a related or a substantively duplicative policy or policies with respect to concentration, that policy or policies would be eliminated with the approval of this proposed modification. Proposal 3.E. Amendment of Fundamental Policy Regarding Investment in Real Estate and Companies that Deal in Real Estate Applicable Portfolios: All Portfolios Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policy in effect would read: "The Portfolio may not purchase or sell real estate exceptAdviser's statement that it ~~may dispose of real estate acquired as a result of the ownership of securities or other instruments. This restriction~~ does not prohibit the Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business." 20 Discussion of Proposed Modification: The 1940 Act requires a Portfolio to state a fundamental policy regarding the purchase and sale of real estate. In making its recommendation to the Board, Alliance noted that as a general matter, under a Portfolio's current real estate investment policy, a Portfolio is restricted in its ability to purchase and sell real estate even when ownership of the real estate devolves upon the Portfolio through permissible investments. For instance, Alliance noted that it is possible that a Portfolio could, as a result of an investment in debt securities of a company that deals in real estate, come to hold an interest in real estate in the event of a default. The proposed modification to a Portfolio's policy on real estate-related investments would permit the sale of real estate when ownership of real estate results from permissible investments. The modification also clarifies that a Portfolio may invest in real estate-related securities and real estate backed securities or instruments. For Portfolios that did not previously have a fundamental policy with respect to real estate investments, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Portfolios. In addition, to the extent that a Portfolio has a real estate policy that was put into place to satisfy state "blue sky" requirements, such as those that address investment in real estate limited partnerships, any such real estate policy would be eliminated upon the approval of this proposed modification. Proposal 3.F. Amendment of Fundamental Policy Regarding Investment in Commodities, Commodity Contracts and Futures Contracts Applicable Portfolios: All Portfolios Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policy in effect would read: "The Portfolio may not purchase or sell commodities regulated by the Commodity Futures Trading Commission under the Commodity Exchange Act or commodity contracts except for futures contracts and options on futures contracts." Discussion of Proposed Modification: In making its recommendation to the Board, Alliance notedbelieve that the proposed changes to a Portfolio's policy make it clear that the Portfolio may use derivatives. Futures contracts and options on futures contracts are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors. Except as discussed below, the proposed amendment would not affect the Portfolios' investment policies. Alliance discussed certain of the risks involved in investments in derivative instruments. Alliance noted that there is the risk that interest rates, securities prices and currency markets will not move in the direction that a Portfolio's portfolio manager anticipates and the risk of imperfect correlation between the price of derivative instruments and movements in the direct investments for which derivatives are a substitute. Other risks include the possible absence of a liquid secondary market for any particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired, the risk that adverse price movements in an instrument can result in a loss substantially greater than the Portfolio's initial investment in that instrument (in some cases, the potential loss is unlimited), and the risk that the counterparty will not perform its obligations. For Portfolios that previously had a non-fundamental policy with respect to commodities, commodity contracts and futures contracts, approval of this proposed modification would also result in the adoption of this policy as a fundamental policy for those Portfolios. In addition, certain of the Portfolios have a fundamental policy that does not permit investments in futures contracts. These Portfolios are Balanced Wealth Strategy Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio, Growth Portfolio, International Value Portfolio, Large Cap Growth Portfolio, Real Estate Investment Portfolio, Small/Mid Cap Value Portfolio, Value 21 Portfolio, Wealth Appreciation Strategy Portfolio and Worldwide Privatization Portfolio. If the stockholders of these Portfolios approve this proposal, these Portfolios would have the flexibility to invest in futures contracts. The extent to which any such Portfolio may invest in futures contracts will be disclosed in its prospectus. It is not expected that the adoption of this less restrictive policy will have any significant effect on the management of the Portfolios. Proposal 3.G. Amendment of Fundamental Policies Regarding Loans Applicable Portfolios: All Portfolios Proposed New Fundamental Investment Policy: If the proposed amendment is approved by stockholders, each Portfolio's fundamental investment policies regarding loans in effect would read: "The Portfolio may not make loans except through (i) the purchase of debt obligations in accordance with its investment objectives and policies; (ii) the lending of portfolio securities; (iii) the use of repurchase agreements; or (iv) the making of loans to affiliated funds as permitted under the 1940 Act, the rules and regulations thereunder (as such statutes, rules or regulations may be amended from time to time), or by guidance regarding, and interpretations of, or exemptive orders under, the 1940 Act." Discussion of Proposed Modification: In making its recommendation to the Board, Alliance noted that the proposed change clarifies a Portfolio's ability to engage in securities lending and/or inter-fund lending to the extent permitted by the 1940 Act and the then-current SEC policy. The 1940 Act currently limits loans of a Portfolio's securities to one-third of the Portfolio's assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. In the future, should the rules and regulations governing loans by mutual funds change, the proposed restriction would automatically conform to those new requirements without the need to solicit stockholders votes. The current restrictions of most of the Portfolios are consistent with the current limitation and the proposed amendment would not affect the Portfolio's investment strategies. However, the restrictions are set lower than the maximum allowed under the 1940 Act for Growth Portfolio. If this proposal is approved by stockholders, the Portfolios would be permitted to make loans to the maximum extent permitted by the 1940 Act. This less restrictive lending policy is not expected to have a significant effect on the management of the Portfolios. For Portfolios that did not previously have a fundamental policy with respect to making loans, approval of this proposed modification would result in the adoption of this policy as a fundamental policy for those Portfolios. Proposal 3.H. Elimination of the Fundamental Policy Prohibiting Joint Securities Trading Accounts Applicable Portfolios: Americas Government Income Portfolio, Global Bond Portfolio, Global Technology Portfolio, High Yield Portfolio, Real Estate Investment Portfolio, Small Cap Growth Portfolio, Utility Income Portfolio, U.S. Government/High Grade Securities Portfolio, and Worldwide Privatization Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting participation in a joint securities trading account be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the fundamental investment restriction on a Portfolio's participation in a joint securities trading account was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of 22 NSMIA, this policy is no longer required and may be eliminated from a Portfolio's fundamental investment policies. Furthermore, Alliance noted that Section 17(d) of the 1940 Act generally prohibits any affiliated person of or principal underwriter for a Portfolio acting as principal to effect any transaction in which the Portfolio is a joint, or joint and several, participant with such person. Consequently, except for those transactions that either the 1940 Act or the SEC has deemed, with the proper level of Board oversight, to pose no problems of overreaching by an affiliate, a Portfolio would be required to seek an exemptive order from the SEC before engaging in the type of activity covered by this policy. Because the 1940 Act and related regulations adequately protect a Portfolio and its stockholders, there is no need to maintain this policy. Proposal 3.I. Elimination of the Fundamental Policy Prohibiting Investments for Purposes of Exercising Control Applicable Portfolios: All Portfolios Except Global Research Growth Portfolio, Growth Portfolio, and U.S. Large Cap Blended Style Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting investments made for purposes of exercising control over, or management of, the issuer be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the investment restriction on investing in a security for the purpose of obtaining or exercising control over, or management of, the issuer was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from a Portfolio's investment policies. The proposed amendment would not affect the Portfolios' investment strategies. Proposal 3.J. Elimination of the Fundamental Policy Prohibiting Investments in Other Investment Companies Exceeding Specified Percentage Limitations Applicable Portfolios: Americas Government Income Portfolio, Global Bond Portfolio, Global Research Growth Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Money Market Portfolio, Total Return Portfolio, Utility Income Portfolio, and U.S. Government/High Grade Securities Portfolio Proposal: It is proposed that the fundamental investment policy on investments in other investment companies be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the fundamental investment policy on investments in other investment companies was based on requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required to be among a Portfolio's fundamental investment policies. Moreover, Alliance noted that in the absence of this policy, the Portfolios are still subject to the limitations on investments in other investment companies imposed on all mutual funds under Section 12(d)(1)(A) of the 1940 Act. In general, under that section, an investment company ("Acquiring Fund") cannot acquire shares of another investment company ("Acquired Fund") if, after the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired Fund's securities; (ii) more than 5% of the total assets of the Acquiring Fund would be invested in the Acquired Fund; and 23 (iii) more than 10% of the total assets of the Acquiring Fund would be invested in other investment companies (including the Acquired Fund). Stockholders should note that at a meeting held on August 2-4, 2005, as a result of Alliance's recommendation, the Board adopted a non-fundamental policy to address investment in other investment companies. That policy states in effect that: "A Portfolio may invest in the securities of other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities." Stockholders are not required to approve non-fundamental policies. The Board has the flexibility to amend a non-fundamental policy in furtherance of a Portfolio's best interests, without the expense and delay of soliciting a stockholder vote. To the extent that a Portfolio has a related policy with respect to investments in other investment companies, that policy would be eliminated with the approval of this Proposal. Proposal 3.K. Elimination of the Fundamental Policy Prohibiting Investments in Oil, Gas, and Other Types of Minerals or Mineral Leases Applicable Portfolios: Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio, Money Market Portfolio, Real Estate Investment Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting Portfolios from purchasing oil, gas, and other types of minerals or mineral leases be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the fundamental investment policy on purchasing or selling interests in oil, gas, or other types of minerals or mineral leases was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer applicable and may be eliminated from the Portfolios' investment policies. Nevertheless, Alliance noted that there are no current expectations that the Portfolios will engage in such activities. In the future, should a Portfolio decide to engage in such activities, appropriate disclosure regarding the nature and risks of such investments would be disclosed in a Portfolio's prospectus and statement of additional information. Proposal 3.L. Elimination of the Fundamental Policy Restricting Purchases of Securities on Margin Applicable Portfolios: All Portfolios Except: Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio Proposal: It is proposed that the fundamental investment policy restricting the purchase of securities on margin be eliminated. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the fundamental investment policies on margin activities were based on the requirements formerly imposed by state "blue sky" 24 regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Portfolios' fundamental investment policies. Furthermore, it is unlawful for an investment company, in contravention of applicable SEC rules or orders, to purchase securities on margin except for such short-term credits as are necessary for clearing transactions. Alliance advised the Board that the SEC has not adopted rules relating to purchasing securities on margin and the policy is not required to be fundamental. At a meeting held on August 2-4, 2005, after considering Alliance's recommendation, the Board adopted a non-fundamental policy that reflects the limited exception for purchasing securities on margin and clarifies that margin deposits in connection with certain financial instruments do not fall within the general prohibition on purchasing securities on margin. That non-fundamental policy reads in effect as follows: "A Portfolio may not purchase securities on margin, except (i) as otherwise provided under rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the Portfolio may obtain such short-term credits as are necessary for the clearance of portfolio transactions, and the Portfolio may make margin payments in connection with futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments". Stockholder approval of this non-fundamental policy is not required. The Board has the flexibility to amend a non-fundamental policy in furtherance of a Portfolio's best interests, without the expense and delay of a stockholder vote. Proposal 3.M. Elimination of the Fundamental Policy Restricting Short Sales Applicable Portfolios: All Portfolios Except: Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Small/Mid Cap Value Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio Proposal: It is proposed that the fundamental investment policy on short sales be eliminated. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the fundamental investment policies on short sales were based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Fund's fundamental investment policies. The Board has approved the use by certain of the Portfolios of short sales as an investment strategy that is disclosed in the Portfolio's prospectuses. The risks of short selling are also disclosed for such Portfolios in their prospectuses. Alliance and the Board believe that it is important for a Portfolio to have the flexibility to add or to revise these investment strategies in furtherance of the Portfolio's best interests, without the expense and delay of a stockholder vote that would be required if such strategies were designated as fundamental policies. Proposal 3.N. Elimination of the Fundamental Policy Prohibiting Pledging, Hypothecating, Mortgaging or Otherwise Encumbering Assets Applicable Portfolios: All Portfolios Except: Growth Portfolio and Utility Income Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting the pledging, hypothecating, mortgaging or otherwise encumbering a Portfolio's assets be eliminated in its entirety. 25 Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the prohibition on pledging, hypothecating, mortgaging or otherwise encumbering a Portfolio's assets was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from the Portfolios' fundamental investment policies. Alliance noted that the Portfolios' current limits on pledging may conflict with each Portfolio's ability to borrow money to meet redemption requests or for temporary emergency purposes, or, if Proposal 3.B. is approved, for any other purpose. This conflict arises because banks may require borrowers such as the Portfolios to pledge assets in order to collateralize the amount borrowed. These collateral requirements are typically for amounts at least equal to, and often larger than, the principal amount of the loan. The Portfolios' current policies, however, could be read to prevent these types of collateral arrangements and could therefore have the effect of reducing the amount that the Portfolios may borrow in these situations. Although Alliance currently plans, on behalf of the Portfolios, to engage only in pledging in connection with borrowing money for redemptions or temporary emergency purposes, pledging assets could decrease the Portfolios' ability to liquidate assets. If the Portfolios pledged a large portion of their assets, the ability to meet redemption requests or other obligations could be delayed. In any event, the Portfolio's current borrowing limits would remain consistent with limits prescribed under the 1940 Act. Proposal 3.O. Elimination of the Fundamental Policy Regarding Investments in Illiquid or Restricted Securities Applicable Portfolios: Global Bond Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting or imposing limitations on investments in illiquid or restricted securities be eliminated. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that the prohibitions or limitations on investments in illiquid or restricted securities were required to be deemed fundamental based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. However, as a result of NSMIA, this policy is no longer required to be a fundamental investment restriction. Alliance does not anticipate that the proposed changePlan will have a material impact on the operation of the Portfolios since the Portfolios need to maintain a certain amount of liquidity to meet redemption requests, the Portfolios do not typically hold a significant amount of illiquid or restricted securities because of the potential for delays on resale and uncertainty in valuation. In addition, under current SEC guidelines a Portfolio must limit its investments in illiquid or restricted securities that are illiquid securities to 15% of its assets except for the Money Market Portfolio, which must limit such investments to 10% of its assets. At a meeting held on August 2-4, 2005, as a result of Alliance's recommendation, the Board approved a standardized, non-fundamental policy consistent with the current SEC guidance that would limit a Portfolio's investment in illiquid securities, including restricted securities, to not more than 15% of its assets or such other amount permitted by SEC guidelines. Stockholder approval of this non-fundamental policy is not required. 26 Proposal 3.P. Elimination of the Fundamental Policy Regarding Investments in Warrants Applicable Portfolios: Americas Government Income Portfolio and Global Bond Portfolio Proposal: It is proposed that the fundamental investment policy regarding limitations on investments in warrants be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Portfolios listed above have fundamental policies that impose a percentage limitation on investments in warrants (typically, 5%, except for Worldwide Privatization Portfolio (20%) and Global Technology Portfolio, International Value Portfolio, Real Estate Investment Portfolio, Small/Mid Cap Value Portfolio and Value Portfolio (10%)). In making its recommendation to the Board to eliminate this policy, Alliance noted that state "blue sky" regulators, as a condition to registration, imposed these policies. However, as a result of NSMIA, this restriction is no longer required to be a fundamental investment policy. Alliance recommended that the policy restricting a Portfolio's investments in warrants be eliminated to permit a Portfolio the maximum flexibility to invest in warrants to the extent permissible under applicable law. Warrants are derivative securities that entitle the holder to purchase another security at a specified price at any time during the life of the warrants. Investments in warrants may be considered speculative because they do not represent any rights in the assets of an issuing company nor do they entitle the holder to dividends or voting rights. In addition, if the exercise price of a warrant is above the market price on, or a Portfolio fails to exercise the warrant prior to, the expiration date, the warrant will expire worthless. The Portfolios may, subject to Board approval, invest in warrants if this proposal is approved. This is an investment strategy that will be disclosed in a Portfolio's prospectus. Elimination of the fundamental policy would give the Board the flexibility to add or revise this investment strategy in furtherance of the Portfolio's best interest without incurring the expense and delay of a stockholder vote that would be required if such a strategy was designated as a fundamental policy. In addition, at a meeting held on August 2-4, 2005, the Board adopted a non-fundamental policy that would govern a Portfolio's ability to invest in warrants. Also, the Board approved a non-fundamental policy that would permit certain of the Portfolios to invest in rights. Rights are similar to warrants except that they have substantially shorter duration. Stockholders are not required to approve non-fundamental policies and as a non-fundamental policy, the Board has the flexibility to amend the policy without the expense and delay of soliciting a stockholder vote. Proposal 3.Q. Elimination of the Fundamental Policy Regarding Investments in Unseasoned Companies Applicable Portfolios: Global Technology Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting investments in issuers with less than three years of operations be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board, Alliance noted that the fundamental investment policy prohibiting investments in issuers that have been in business for less than three years was based on the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer 27 required and may be eliminated from a Portfolio's fundamental investment policies. In recommending the elimination of the unseasoned issuers policy, Alliance stated its belief that the elimination of the policy would permit a Portfolio to further avail itself of investment opportunities in smaller capitalization, less seasoned companies. To the extent that a Portfolio invests in these types of issuers, it may be subject to greater risks. Such companies may not have experience in operating through prolonged periods of economic difficulty and, as a result, the price of their shares may be more volatile than the shares of companies that have longer operating histories. Related or substantively duplicative policies with respect to investment in unseasoned issuers would be eliminated upon the approval of the Proposal. Proposal 3.R. Elimination of Requirement to Invest in Specific Investments Applicable Portfolios: Large Cap Growth Portfolio Proposal: Eliminate policies that require the Portfolio to invest 80% of its assets in a specific investment. Reasons for the Proposed Elimination: The Large Cap Growth Portfolio has a fundamental policy that requires that the Portfolio normally invest at least 80% of its total assets in the equity securities of U.S. companies. In making its recommendation to the Board, Alliance noted that this policy was not required to be fundamental by Rule 35d-1 (the "names rule"). The names rule requires a fund with a name that suggests that it focuses its investments in a particular type of investment have a policy to invest at least 80% of its assets in the type of investments suggested by the name. The rule, however, does not require the Portfolio's named investment policy to be fundamental. Alliance proposed, and the Board approved, that the Portfolio's named investment policy be eliminated consistent with the general principle that policies should not be fundamental where they are not required to be. As required by the names rule, Large Cap Growth Portfolio has an 80% non-fundamental investment policyAdviser with respect to its ~~investments in large~~operations, personnel, organizational structure, or capitalization, ~~companies. This policy will not be changed without 60 days' prior written notice to stockholders. Proposal 3.S. Elimination of~~financial and other resources.
The Boards further noted the Fundamental Policy Regarding 65% Limitations in Certain Investments Applicable Portfolios: U.S. Government/High Grade Securities Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio Proposal: It is proposed that a Portfolio's fundamental 65% investment policy be eliminated. Reasons for the Elimination of the Investment Policy: U.S. Government/High Grade Securities Portfolio has a fundamental policy that statesAdviser's representation that the Portfolio invests at least 65% of its total assets in (i) U.S. Government securities, including mortgage-backed securities and repurchase agreements relating to U.S. Government securities, and (ii) in other high-grade debt securities rated AAA, AA, A by S&P or Fitch, Aaa, Aa or A by Moody's or, if unrated, of equivalent quality. Utility Income Portfolio has a fundamental policy that statesAdviser anticipates that the ~~Portfolio normally invests at least 65%~~conditions of ~~its total assets in securities of companies in the utilities industry. 28~~ Worldwide Privatization Portfolio has a fundamental policy that states that the Portfolio invests at least 65% of its total assets in equity securities issued by enterprises that are undergoing, or have undergone, privatization. In making its recommendation to the Board, Alliance noted that prior to the adoption of the names rule, SEC staff guidance required that a fund with a name that suggests that it focuses on a particular type of investment to invest at least 65% of its assets in such investments. Although these 65% policies were not required to be fundamental policies, the Portfolios identified above adopted fundamental 65% policies. After adoption of the names rule, the Portfolios adopted 80% non-fundamental policies but did not seek a stockholder vote to eliminate their 65% fundamental policies. Elimination of these redundant 65% fundamental policies will give the Board the flexibility to change names and investment strategies of the Portfolios in response to changes in market conditions without the expense and time delay associated with obtaining a stockholder vote, although stockholders will receive at least 60 days' prior written notice of any change. Proposal 3.T. Elimination of the Fundamental Policy Regarding Purchasing Securities of Issuers in which Officers, Directors or Partners Have an Interest Applicable Portfolios: Global Technology Portfolio, Growth and Income Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, and Total Return Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting investments in securities of companies in which the Fund's officers or Directors or partners have an interest be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate this policy, Alliance noted that these prohibitions were originally adopted to address the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, this policy is no longer required and may be eliminated from the Portfolios' fundamental investment policies. Eliminating this restriction would increase Alliance's flexibility when choosing investments on a Portfolio's behalf. Alliance further noted that it believes that the policy is unnecessary because the Fund's Code of Ethics adequately covers and provides for the monitoring of the Portfolio's securities purchases and security ownership by the Fund's officers and directors. In addition, Alliance noted that securities purchases by a Portfolio that may pose conflicts of interest are subject to the restrictions imposed by Section 1715(f) of the 1940 Act ~~and the rules thereunder. Proposal 3.U. Elimination~~will be complied with in connection with offerings of the Fundamental Policy Restricting Option Transactions Applicable Portfolios: Americas Government Income Portfolio, Global Technology Portfolio, Large Cap Growth Portfolio,Shares pursuant to the Plan, including that it will use its best efforts to ensure its and ~~Money Market Portfolio Proposal: It is proposed that~~its affiliates' compliance with the ~~fundamental investment policies regarding option transactions be eliminated in their entirety. Reasons~~unfair burden condition for so long as the requirements of Section 15(f) apply.
The Boards reviewed the Proposed Agreements and Interim Agreements for the ~~Elimination~~Funds they respectively oversee with the Adviser and with experienced counsel who are independent of the ~~Investment Policies: The Portfolios listed above have fundamental policies that impose various restrictions on options transactions, including prohibitions~~Adviser, who advised on the ~~writing of put and call options except as~~relevant legal standards. The Independent Directors also discussed the proposed approvals in ~~accordance~~private sessions with ~~a Portfolio's 29~~ investment objective and policies, or the purchase of puts, calls, straddles, spreads and combinations that exceed 5% of a Portfolio's total assets. In making its recommendation to the Board to eliminate these policies, Alliance noted that these restrictions were originally adopted to address the requirements formerly imposed by state "blue sky" regulators as a condition to registration. As a result of NSMIA, these policies are no longer required and may be eliminated from the Portfolios' fundamental investment policies. None of these policies are required to be fundamental under the 1940 Act. Consequently, Alliance recommended that these policies be eliminated. The Board may approve investments in options as an investment strategy that is disclosed in the Portfolio's prospectus. Investments in options are considered speculative and a Portfolio may lose the premium paid for them if the price of an underlying security decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by a Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. Elimination of these fundamental policies would give the Board the flexibility to add or revise this investment strategy in furtherancetheir counsel.
A further description of the ~~Portfolio's best interests without incurring~~process followed by each Board in approving the ~~delay~~Proposed Agreements for each Fund, including information reviewed, certain material factors considered, and ~~expense of seeking stockholder approval. Proposal 3.V. Elimination~~certain related conclusions reached, is set forth inAppendix G (AB Funds),Appendix H (SCB Funds), andAppendix I (AMMAF) to this Proxy Statement.
Each of the ~~Fundamental Policy Regarding Purchasing Voting or Other Securities of Issuers Applicable Portfolios: Growth~~Boards has considered the Proposed Agreements and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and Utility Income Portfolio Proposal: It is proposed that the fundamental investment policy regarding purchasing voting or other securities be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Utility Income Portfolio has a fundamental policy with regard to voting securities that states that "[t]he Portfolio may not acquire more than 10% of any class of the voting securities of any one issuer." All of the other Portfolios have a fundamental policy that states that "[t]he Portfolio may not acquire more than 10% of any class of the outstanding securities of any issuer." In making its recommendation to the Board to eliminate these policies, Alliance noted that a Portfolio is not required to have a fundamental policy on its investment in voting or other securities except implicitly in the context of its noting whether it is a diversified fund. A diversified fund may not,recommending their approval,only with respect to 75% of its total assets: (1) invest more than 5% of its total assets in the securities of one issuer, or (2) hold more than 10% of the outstanding voting securities of such issuer. Alliance noted that the Large Cap Growth Portfolio is not a diversified fund and consequently, it is not subject to the 10% test. Because these policies are unnecessary in light of the 1940 Act's diversification tests and the Portfolios' fundamental diversification policy, Alliance recommended that they be eliminated. Elimination of this policy would have no effect on a Portfolio's investment strategy. Each of the Portfolios must also meet certain diversification requirements under the Internal Revenue Code in order to qualify for beneficial tax treatment as a regulated investment company. These diversification requirements provide, in part, that as to 50% of a Portfolio's assets, investments in any one issuer cannot exceed 5% of the Portfolio's assets and the Portfolio cannot hold more than 10% of the issuer's outstanding voting securities at the end of each quarter. Each Portfolio intends to qualify as a regulated investment company ("RIC") for tax purposes and elimination of the fundamental policy regarding purchasing voting securities will not affect the Portfolio's status as a RIC. 30 Proposal 3.W. Elimination of the Fundamental Policy Regarding Percentage Limitation On Investments In Repurchase Agreements Applicable Portfolios: Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio Proposal: It is proposed that the fundamental investment policy limiting repurchase agreements with any one dealer to 5% of the Portfolio's assets be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: In making its recommendation to the Board to eliminate the policy, Alliance noted that policies limiting a Portfolio's ability to invest in repurchase agreements are not required to be fundamental under the 1940 Act. A repurchase agreement arises when a buyer purchases a security and simultaneously agrees to resell it to the vendor at an agreed-upon future date, normally a day or a few days later. The resale price is greater than the purchase price, reflecting an agreed-upon interest rate for the period the buyer's money is invested in the security. A repurchase agreement may be seen as a loan by the Fund secured by the security subject to the repurchase agreement. Alliance recommended that the policy restricting a Portfolio's investments in repurchase agreements be eliminated to permit a Portfolio the maximum flexibility to invest in repurchase agreements to the extent permissible under applicable law. Alliance also recommended elimination of this fundamental policy to be consistent with the proposed modification to a Portfolio's fundamental investment policy on making loans. As discussed above in Proposal 3.G., the modification to the fundamental policy on loans provides in effect that a Portfolio may enter into repurchase agreements. That proposed policy does not impose any limitations on a Portfolio's ability to enter into repurchase agreements but it is not expected that this flexibility to invest without limitation subject to applicable 1940 Act limitations will have a significant effect on the management of the Portfolio. Proposal 3.X. Elimination of the Fundamental Policy Regarding Securities with Maturities Greater than One Year Applicable Portfolios: Money Market Portfolio Proposal: It is proposed that the fundamental investment policy prohibiting purchases of securities with maturities of greater than one year be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Money Market Portfolio has a policy that states that the Portfolio may not purchase any security which has a maturity date more than one year from the date of the Portfolio's purchase. In making its recommendation to the Board to eliminate the policy, Alliance noted that Rule 2a-7 under the 1940 Act has requirements, including maturity restrictions, that govern the investments of money market funds. A fund relying on Rule 2a-7 cannot purchase any security with a remaining maturity greater than 397 calendar days. Consequently, the Portfolio's current fundamental policy is unnecessary in light of the requirements of Rule 2a-7. Proposal 3.Y. Elimination of the Fundamental Policy Regarding Acquisitions of Certain Preferred Stock and Debt Securities Applicable Portfolios: High Yield Portfolio and U.S. Government/High Grade Securities Portfolio Proposal: It is proposed that this fundamental investment policy limiting investments in preferred stock and debt securities be eliminated in its entirety. 31 ~~Reasons for the Elimination of the Investment Policy: Each Portfolio has a policy that states~~or Funds that it ~~may~~oversees, and that Board has not ~~invest more than 5% of the value of its total assets at the time an investment~~considered, nor is made in the nonconvertible preferred stock of issuers whose nonconvertible preferred stock is not readily marketable. In addition, the U.S. Government/High Grade Securities Portfolio has a policy that limits its investment in certain nonconvertible preferred stock and debt securities that are rated Aaa, Aa, or A by Moody's Investors Service, Inc. or AAA, AA or A by Standard & Poor's Ratings Services. Init making ~~its~~any recommendation ~~to the Board to limit these policies, Alliance noted that the 1940 Act does not require~~for, any of these policies to be fundamental. Elimination of these fundamental investment restrictions would enable a Portfolio's Adviser to invest in such preferred stock and debt securities to the extent deemed advisable and as consistent with a Portfolio's investment program. Proposal 3.Z. Elimination of the Fundamental Policy Regarding Investments in Government Securities Consistent with Internal Revenue Code Requirements Applicable Portfolios: U.S. Government/High Grade Securities Portfolio Proposal: It is proposed that this fundamental investment policyproposal with respect to investments in U.S. government securities be eliminated in its entirety. Reasons for the Elimination of the Investment Policy: The Portfolio is subject to the diversification requirements imposed by the U.S. Internal Revenue Code (the "Code"), which amongany other things, limits the Portfolio to investing no more than 55% of its total assets in any one investment. The Portfolio adopted a fundamental policy that it will invest at least 45% of its total assets in U.S. Government securities. In making its recommendation to the Board to eliminate the policy, Alliance noted that this policy is unnecessary because of the Code's requirements. Fund.
28
Approval of ~~each~~ Proposal ~~3.A. - 3.Z. by a Portfolio~~Two requires the affirmative vote of the holders of a "majority of the outstanding voting ~~securities"~~securities," of ~~a Portfolio~~each Fund, as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the ~~Portfolio~~Fund present or represented by proxy if the holders of more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the ~~Portfolio (a "1940~~Fund ("1940 Act ~~Majority"~~Majority Vote") ~~If the stockholders of a Portfolio do not approve a Proposal regarding a fundamental investment restriction, the Portfolio's current fundamental investment restriction will remain the same.~~ .
The Board, including the Independent Directors, of each ~~Portfolio~~Fund unanimously recommends that the stockholders of ~~each Portfolio vote FOR Proposals 3.A. through 3.Z. 32~~ PROPOSAL FOUR Proposal 4.A. Reclassification of Each Portfolio's Fundamental Investment Objective as Non-fundamental Applicable Portfolios: Americas Government Income Portfolio, Balanced Wealth Strategy Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio, Global Research Growth Portfolio, Global Technology Portfolio, High Yield Portfolio, International Value Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, U.S. Government/High Grade Securities Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio and Wealth Appreciation Strategy Portfolio Stockholders are being asked to approve the reclassification of the Portfolios' fundamental investment objective as non-fundamental. In making this recommendation, Alliance advised the Board that the Portfolios' investment objectives are not required by the 1940 Act to be a fundamental policy that is changeable only by a stockholder vote. The Proposal to reclassify these objectives as non-fundamental is consistent with the changes proposed above, which are intended to eliminate or reclassify any fundamental policy of a Portfolio that is not required to be fundamental under the 1940 Act. The proposed reclassifications would give the Board the flexibility to revise a Portfolio's investment objective to respond to changed market conditions or other circumstances in a timely manner without the delay and expense of obtaining a stockholder vote. If reclassified as a non-fundamental investment objective, the Board may change a Portfolio's investment objective in the future without stockholder approval. If this proposal is approved, Alliance intends to provide stockholders with advance notice of not less than 60 days of any subsequent material change to the Portfolio's investment objective. The Board, including the Independent Directors, of each Portfolio unanimously recommends that the stockholders of each PortfolioFund vote FOR Proposal 4.A. Approval of this Proposal requires the affirmative vote of the stockholders of a 1940 Act Majority with respect to each Portfolio. If the stockholders of a Portfolio do not approve the reclassification of the Portfolio's fundamental investment objective, the investment objective will remain fundamental, and the Fund would be required to solicit stockholder votes each time it sought to modify a Portfolio's investment objective. Proposal 4.B. Change in a Portfolio's Investment Objective and Reclassification of Revised Investment Objective as Non-fundamental Applicable Portfolios: Global Technology Portfolio, Growth Portfolio, Growth and Income Portfolio, International Portfolio, Large Cap Growth Portfolio, Real Estate Investment Portfolio, Small Cap Growth Portfolio, Total Return Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio In addition to reclassifying the Portfolios' investment objectives as non-fundamental, Alliance recommended that the Board change certain Portfolios' investment objectives in order to clarify and standardize these Portfolios' investment objectives. Also, in instances where a Portfolio's investment objective differs from its retail counterpart offered through the AllianceBernstein Funds, Alliance recommended the revision of the Portfolio's investment objective to conform it to its retail counterpart. Based on recommendations from Alliance, the Board approved and is recommending to stockholders changes to a Portfolio's investment objective as detailed below: 1. Global Technology Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to provide growth of long-term growth of capital. Current income capital. is incidental to the Portfolio's objective. 33 The proposed change to the Portfolio's investment objective clarifies that income is not an objective of the Portfolio. Alliance recommended this change to the Board in order to reflect the Portfolio's focus on long-term growth of capital. The proposed change would have no effect on the Portfolio's investment strategy. 2. Growth Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to provide long-term long-term growth of growth of capital. capital. Current income is incidental to the Portfolio's objective. The proposed change to the Portfolio's investment objective clarifies that income is not an objective of the Portfolio. Alliance recommended this change to the Board in order to reflect the Portfolio's focus on long-term growth of capital. The proposed change would have no effect on the Portfolio's investment strategy. 3. Growth and Income Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to seek reason-able long-term growth of current income and capital. reasonable opportunity for appreciation through investments primarily in dividend-paying common stocks of good quality companies. The proposed change to the Portfolio's investment objective eliminates any focus on dividends or other investments, which would be disclosed in the Portfolio's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to simplify and standardize the objectives as well as to reflect the Portfolio's focus on long-term growth of capital. The proposed change would have no effect on the Portfolio's investment strategy. 4. International Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to seek to obtain a long-term growth of total return on its capital. assets from long-term growth of capital principally through a broad portfolio of market-able securities of established international companies, companies participating in foreign economies with prospects for growth, including U.S. companies having their principal activities and interests outside the U.S., and in foreign government securities. As a secondary objective, the Portfolio attempts to increase its current income without assuming undue risk. Alliance recommended this change to the Board in order to conform the Portfolio's investment objective to its retail fund counterpart. Alliance also recommended the change to give the Portfolio flexibility in implementing its investment strategies and greater ability to pursue long-term growth opportunities. As part of these changes, Alliance recommended that the International Portfolio be renamed as "AllianceBernstein International Research Growth Portfolio" and that its investment policies be conformed to those of its retail fund counterpart. These changes will not require a stockholder vote. 34 5. Large Cap Growth Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is growth of capital by long-term growth of pursuing aggressive capital. investment policies. The proposed change to the Portfolio's investment objective eliminates the reference to a specific investment strategy, which would be disclosed in the Portfolio's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to reflect the Portfolio's focus on long-term growth of capital. The proposed change would have no effect on the Portfolio's investment strategy. 6. Real Estate Investment Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is total return from total return from long-term growth of long-term growth of capital and from income capital and income. principally through investing in equity securities of companies that are primarily engaged in or related to the real estate industry. The proposed change to the Portfolio's investment objective focuses on general investment objectives and eliminates the references to specific investments, which would be disclosed in the Portfolio's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to reflect clearly the Portfolio's focus on long-term growth of capital and income. The proposed change would have no effect on the Portfolio's investment strategy. 7. Small Cap Growth Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is growth of capi-tal by long-term growth of pursuing aggressive capital. investment policies. Current income is incidental to the Portfolio's objective. The proposed change to the Portfolio's investment objective clarifies that income is not an objective of the Portfolio. Alliance recommended this change to the Board in order to reflect the Portfolio's focus on pursuing long-term growth opportunities. The proposed change would have no effect on the Fund's investment strategy. 8. Total Return Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to achieve a high return total return consistent through a combination of with reasonable risk, current income and through a combina-tion capital appreciation. of income and long-term growth of capital. The proposed change to the Portfolio's investment objective eliminates high return as an investment objective in favor of total return. Alliance recommended this change to the Board in order to standardize the objectives. The proposed change would have no effect on the Portfolio's investment strategy. As part of these changes, Alliance recommended that the Total Return Portfolio be renamed as "AllianceBernstein Balanced Shares Portfolio" and that its investment policies be conformed to those of its retail fund counterpart. The changes will include the addition of a new investment policy, whereby the Portfolio may 35 invest up to 20% of its fixed-income allocation in high yield securities (securities rated below BBB by S&P). As an operating policy, the Portfolio will invest no more than 25% of these investments in high yield debt securities rated CCC or below. This new policy will broaden the array of investments available to the Portfolio. These changes do not require a stockholder vote. 9. Utility Income Portfolio Current Investment Proposed Investment Objective: Objective: (Fundamental) (Non-fundamental) The Portfolio's The Portfolio's investment objective is investment objective is to seek current income current in-come and and capital appreciation long-term growth of by investing primarily capital. in equity and fixed-income securities of companies in the utilities industry. The proposed change to the Portfolio's investment objective focuses on general investment objectives and eliminates the references to specific investments, which would be disclosed in the Portfolio's prospectus as part of its investment strategies. Alliance recommended this change to the Board in order to reflect the Portfolio's focus on current income and long-term growth of capital. The proposed change would have no effect on the Portfolio's investment strategy. 10. Worldwide Privatization Portfolio Current Investment Objective: Proposed Investment Objective: (Fundamental) (Non-fundamental) The Portfolio's investment objective is long-term capital The Portfolio's investment objective is long-term appreciation. growth of capital.
Alliance recommended this change to the Board in order to conform the Portfolio's investment objective to its retail fund counterpart. As part of these changes, Alliance recommended that the Worldwide Privatization Portfolio be renamed as "AllianceBernstein International Growth Portfolio" and that its investment policies be conformed to those of its retail fund counterpart. These changes do not require a stockholder vote. Another change, which is subject to stockholder approval as set forth in Proposal 3.R., is the elimination of its fundamental policy to invest at least 65% of its total assets in equity securities that are issued by enterprises that are undergoing or have undergone privatization. The Board, including the Independent Directors, of each Portfolio unanimously recommends that the stockholders of each Portfolio vote FOR Proposal 4.B. Approval of this Proposal requires the affirmative vote of the stockholders of a 1940 Act Majority with respect to each Portfolio. If the stockholders of a Portfolio do not approve the reclassification of the Portfolio's fundamental investment objective and the change to its investment objective, the investment objective will remain fundamental and unchanged, and the Fund would be required to solicit stockholder votes each time it sought to modify a Portfolio's investment objective. 36 Part III - Independent Registered Public Accounting Firm Approval of Independent Registered Public Accounting Firm The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the Fund's independent registered public accounting firm. In addition, at meetings held on December 14-16, 2004, the Board, approved by the vote, cast in person, of a majority of the Directors, including a majority of the Directors who are not "interested persons" of the Fund, Ernst & Young LLP, independent registered public accounting firm, to audit the Fund's account for the fiscal year ending December 31, 2005. Ernst & Young LLP has audited the accounts for the Fund's last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in any of the Portfolios. Representatives of Ernst & Young LLP are expected to attend the Meeting and to have the opportunity to make a statement and respond to appropriate questions from the stockholders. Fees The following table sets forth the aggregate fees billed by the independent registered public accounting firm for each Portfolio's last two fiscal years for professional services rendered for: (i) the audit of the Portfolio's annual financial statements included in the Fund's annual reports to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Portfolio's financial statements and are not reported under (i), which include advice and education on accounting and auditing issues and consent letters; (iii) tax compliance, tax advice and tax return preparation; and (iv) aggregate non-audit services provided to the Portfolio, Alliance and entities that control, are controlled by or under common control with Alliance that provide ongoing services to the Fund ("Service Affiliates"), which include conducting an annual internal control report pursuant to Statement on Auditing Standards No. 70. No other services were provided to any Fund during this period. TABLE 1
All Fees for Non-Audit Services All Other Fees Provided to the Audit for Services Fund, Alliance Related Provided to and Service Name of Fund Audit Fees Fees Tax Fees Fund Affiliates ------------ ---------- ------- -------- -------------- --------------- Americas Government Income 2003 $23,500 $2,173 $8,747 n/a $910,185 Portfolio 2004 $26,000 $2,310 $7,282 n/a $967,310 Balanced Wealth Strategy Portfolio* 2003 $ 0 $ 0 $ 0 n/a $ 0 2004 $26,000 $1,843 $7,283 n/a $966,844 Global Bond Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185 2004 $26,000 $2,310 $7,282 n/a $967,310 Global Dollar Government Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185 2004 $26,000 $2,310 $7,282 n/a $967,310 Global Research Growth Portfolio** 2003 $ 0 $ 0 $ 0 n/a $ 0 2004 $ 0 $ 0 $ 0 n/a $ 0 Global Technology Portfolio 2003 $23,500 $2,173 $8,747 n/a $910,185 2004 $26,000 $2,310 $7,282 n/a $967,310
37
All Fees for Non-Audit Services All Other Fees Provided to the for Services Fund, Alliance Audit Provided to and Service Name of Fund Audit Fees Related Fees Tax Fees Fund Affiliates ------------ ---------- ------------ -------- -------------- --------------- Growth and Income Portfolio 2003 $23,500 $2,185 $ 8,747 n/a $910,185 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Growth Portfolio 2003 $23,500 $2,173 $ 8,747 n/a $910,185 2004 $26,000 $2,310 $ 7,282 n/a $967,310 High Yield Portfolio 2003 $23,500 $2,173 $ 8,747 n/a $910,185 2004 $26,000 $2,310 $ 7,282 n/a $967,310 International Portfolio 2003 $23,500 $2,173 $ 8,747 n/a $910,185 2004 $26,000 $2,310 $ 7,609 n/a $967,637 International Value Portfolio 2003 $23,500 $2,172 $ 8,747 n/a $910,184 2004 $26,000 $2,310 $ 7,809 n/a $967,837 Large Cap Growth Portfolio 2003 $23,500 $2,185 $ 8,747 n/a $910,197 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Money Market Portfolio 2003 $23,500 $2,173 $ 7,729 n/a $909,167 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Real Estate Investment Portfolio 2003 $23,500 $2,173 $ 8,747 n/a $910,185 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Small Cap Growth Portfolio 2003 $23,500 $2,173 $ 8,747 n/a $910,197 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Small/Mid Cap Value Portfolio 2003 $23,500 $2,172 $ 8,747 n/a $910,184 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Total Return Portfolio 2003 $23,500 $2,172 $ 8,747 n/a $910,184 2004 $26,000 $2,310 $ 7,282 n/a $967,310 U.S. Government/High Grade 2003 $23,500 $2,172 $ 8,747 n/a $910,184 Securities Portfolio 2004 $26,000 $2,310 $ 7,282 n/a $967,310 U.S. Large Cap Blended Style Portfolio 2003 $23,500 $ 822 $ 6,543 n/a $906,630 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Utility Income Portfolio 2003 $23,500 $2,172 $ 8,748 n/a $910,185 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Value Portfolio 2003 $23,500 $2,172 $ 8,747 n/a $910,184 2004 $26,000 $2,310 $ 7,282 n/a $967,310 Wealth Appreciation Strategy 2003 $ 0 $ 0 $ 0 n/a $ 0 Portfolio* 2004 $26,000 $1,843 $ 7,283 n/a $966,844 Worldwide Privatization Portfolio 2003 $23,500 $2,172 $ 8,747 n/a $910,184 2004 $26,000 $2,310 $11,789 n/a $971,817
~~- -------- * The Portfolio commenced operations on July 1, 2004. ** The Portfolio commenced operations on July 1, 2005. 38~~ ~~TABLE 2~~
Fees for Non-Audit Services Provided to the Fund, Alliance and Service Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised Name of Fund Audit Committee of Audit Related Fees of Tax Fees ------------ ------------------------------------- --------------------- ----------------- Americas Government Income 2003 $372,920 $364,173 $8,747 Portfolio 2004 $ 84,592 $ 77,310 $7,282 Balanced Wealth Strategy 2003 $ 0 $ 0 $ 0 Portfolio* 2004 $ 84,126 $ 76,843 $7,283 Global Bond Portfolio 2003 $372,920 $364,173 $8,747 2004 $ 84,592 $ 77,310 $7,282 Global Dollar Government 2003 $372,920 $364,173 $8,747 Portfolio 2004 $ 84,592 $ 77,310 $7,282 Global Research Growth 2003 $ 0 $ 0 $ 0 Portfolio** 2004 $ 0 $ 0 $ 0 Global Technology Portfolio 2003 $372,920 $364,173 $8,747 2004 $ 84,592 $ 77,310 $7,282 Growth Portfolio 2003 $372,920 $364,173 $8,747 2004 $ 84,592 $ 77,310 $7,282 Growth and Income Portfolio 2003 $372,932 $364,185 $8,747 2004 $ 84,592 $ 77,310 $7,282 High Yield Portfolio 2003 $372,920 $364,173 $8,747 2004 $ 84,592 $ 77,310 $7,282 International Portfolio 2003 $372,920 $364,173 $8,747 2004 $ 84,919 $ 77,310 $7,609 International Value Portfolio 2003 $372,919 $364,172 $8,747 2004 $ 85,119 $ 77,310 $7,809 Large Cap Growth Portfolio 2003 $372,932 $364,185 $8,747 2004 $ 84,592 $ 77,310 $7,282 Money Market Portfolio 2003 $371,902 $364,173 $7,729 2004 $ 84,592 $ 77,310 $7,282 Real Estate Investment 2003 $372,920 $364,173 $8,747 Portfolio 2004 $ 84,592 $ 77,310 $7,282 Small Cap Growth Portfolio 2003 $372,932 $364,185 $8,747 2004 $ 84,592 $ 77,310 $7,282 Small/Mid Cap Value Portfolio 2003 $372,919 $364,172 $8,747 2004 $ 84,592 $ 77,310 $7,282 Total Return Portfolio 2003 $372,919 $364,172 $8,747 2004 $ 84,592 $ 77,310 $7,282 U.S. Government/High Grade 2003 $372,919 $364,172 $8,747 Securities Portfolio 2004 $ 84,592 $ 77,310 $7,282
39
Fees for Non-Audit Services Provided to the Fund, Alliance and Service Affiliates Subject to Pre-Approval by Portion Comprised Portion Comprised Name of Fund Audit Committee of Audit Related Fees of Tax Fees ------------ ------------------------------------- --------------------- ----------------- U.S. Large Cap Blended Style 2003 $369,365 $362,822 $ 6,543 Portfolio 2004 $ 84,592 $ 77,310 $ 7,282 Utility Income Portfolio 2003 $372,920 $364,172 $ 8,748 2004 $ 84,592 $ 77,310 $ 7,282 Value Portfolio 2003 $372,919 $364,172 $ 8,747 2004 $ 84,592 $ 77,310 $ 7,282 Wealth Appreciation Strategy 2003 $ 0 $ 0 $ 0 Portfolio* 2004 $ 84,126 $ 76,843 $ 7,283 Worldwide Privatization 2003 $372,919 $364,172 $ 8,747 Portfolio 2004 $ 89,099 $ 77,310 $11,789
- -------- * The Portfolio commenced operations on July 1, 2004. ** The Portfolio commenced operations on July 1, 2005. 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 Alliance and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are for services pre-approved by the Audit Committee. The amounts of the Fees for Non-Audit Services provided to the Fund, Alliance and Service Affiliates in Table 1 for the Fund that were subject to pre-approval by the Audit Committee for 2003 and 2004 are presented below in Table 2 (includes conducting an annual internal control report pursuant to Statement on Accounting Standards No. 70). The Audit Committee 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 Alliance and Service Affiliates is compatible with maintaining the independent registered public accounting firm's independence. 40 ~~Part IV -~~ Two.
~~Proxy Voting and Stockholder Meetings~~
All properly executed and timely received proxies will be ~~voted~~exercised at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked on the proxies, the votes entitled to be cast by the stockholder will be ~~voted~~cast (i) ~~for~~if applicable, "FOR" the election of each of the nominees as a Director for a Fund (Proposal ~~1),~~One) and (ii) ~~to approve~~"FOR" the ~~amendment and restatement~~approval of the ~~Fund's charter~~investment advisory agreements (Proposal ~~2), (iii)~~Two).If no specification is made on a properly executed proxy, it will be voted for the ~~amendment, elimination~~matters specified on the Proxy Card.
Those stockholders who hold shares directly and not through a broker or ~~reclassification~~nominee (that is, a stockholder of ~~certain~~record) may authorize their proxies to cast their votes by completing a Proxy Card and returning it by mail in the enclosed postage-paid envelope as well as by telephoning toll free (800) 670-2142 or by authorizing a proxy through the Internet at www.proxyvote.com and following the directions on the proxy card. Owners of shares held through a ~~Portfolio's fundamental investment restrictions (Proposals 3.A. - 3.Z.), (iv)~~broker or nominee (who is the stockholder of record for those shares) should follow directions provided to the ~~reclassification~~stockholder by the broker or nominee to submit voting instructions. Instructions to be followed by a stockholder of record to authorize a ~~Portfolio's investment objective as non-fundamental (Proposal 4.A.), and for reclassification as non-fundamental and changes to certain~~proxy via telephone or through the Internet, including use of the ~~Portfolios' investment objectives (Proposal 4.B.). Any~~Control Number on the stockholder's Proxy Card, are designed to verify stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. Stockholders who authorize proxies by telephone or through the Internet should not also return a Proxy Card. A stockholder of record may revoke ~~his or her~~the stockholder's proxy at any time prior to ~~its~~ exercise thereof by giving written notice to the Secretary of the ~~Fund~~Funds at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a later-dated proxy (either by signing and ~~submitting~~mailing another ~~proxy of a later date,~~Proxy Card or by telephone or through the Internet, as indicated above), or by personally attending and voting at the Meeting. Attendance alone is not sufficient to revoke a previously authorized proxy.
Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an "abstention") or represent a broker "non-vote" (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote).
~~The approval of Proposal One for each Company requires the affirmative vote of a plurality of the votes ~~cast.~~ cast, assuming the presence of a quorum.~~
The approval of Proposal Two ~~requires an affirmative vote of~~for a ~~majority of the votes entitled to be cast. The approval of Proposal Three and Proposal Four~~Fund requires ~~a 1940 Act Majority or~~ the affirmative vote of the holders of a ~~"majority~~majority of ~~the~~that Fund's outstanding voting ~~securities" of a Portfolio~~securities as defined in the 1940 Act, which means the lesser of ~~(i)~~(a) 67% or more of the ~~voting securities~~shares of the ~~Portfolio present or~~Fund represented ~~by proxy, if the holders of more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (ii)~~at a meeting at which more than 50% of the outstanding ~~voting securities~~shares are present in person or by proxy or (b) more than 50% of the ~~Portfolio. Abstentions and broker non-votes, if any, will be considered present for purposes~~outstanding shares of ~~determining~~ the ~~existence~~Fund. For Proposal Two, the stockholders of ~~a quorum.~~ each Fund vote separately.
29
Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of Proposal One.With respect to Proposal Two, ~~Proposal Three and Proposal Four,~~ an abstention or broker non-vote, if any, will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against ~~those Proposals.~~the proposal. If any matter other than the ~~Proposals~~proposals properly comes before the Meeting, the shares represented by proxies will be voted on all such other proposals in the discretion of the person or persons voting the proxies. ~~The~~
Except as described for the Funds below, a quorum for each Fund ~~has not received notice~~for the Meeting will consist of ~~and is not otherwise aware~~the presence in person or by proxy of ~~any other matter~~the holders of one-third of a Fund's shares entitled to ~~be presented~~vote at the Meeting. AWith respect to ACMIF, AGHIF, ANMIF and AMIF II, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of ~~record of one-third of the shares~~a majority of a ~~Portfolio outstanding and~~Fund's shares entitled to vote at the Meeting. ~~Whether~~With respect to ABT and AMMAF, a quorum for the Meeting will consist of the presence in person or ~~not~~by proxy of the holders of 40% of the Fund's shares entitled to vote at the Meeting. With respect to ACS and TAP, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of 30% of a Fund's shares entitled to vote at the Meeting. In the event a quorum is not present at the Meeting, or, even if a quorum is so present, if sufficient votes in favor of the position recommended by the Board on any Proposal for a Fund described in the Proxy Statement are not timely received, the Chairman of the Board of that Fund may authorize, or the persons named as proxies may ~~but are under no obligation to, with no other notice than announcement at the Meeting,~~ propose and vote for one or more adjournments of the Meeting for that Fund up to 120 days after the ~~Record Date~~record date to permit further solicitation of proxies. The Meeting may be adjourned with respect to fewer than all the Proposals in the Proxy Statement and a stockholder vote may be taken on any one or more of the Proposals for a Fund prior to any adjournment if sufficient votes have been received for approval thereof. ~~Shares~~If a proposal to adjourn is submitted to stockholders, shares represented by proxies indicating a vote contrary to the position recommended by ~~a majority of~~ the Board on a Proposal will be voted against adjournment as to that Proposal. ~~Alliance~~
The Meeting is scheduled as a joint meeting of the stockholders of the Fundsbecause the stockholders of all the Funds are to consider and vote on the approval of new investment advisory agreements. Stockholders of each Fund will vote separately on thenew investment advisory agreementfor their Fund and on any other matter that may properly come before the meeting for that Fund. Anunfavorable vote by the stockholders of one Fund will not affectthe vote on thenew investment advisory agreement or any other matter by the stockholders of another Fund.
Each Fund has engaged ~~Computershare Fund Services,~~Broadridge Financial Solutions, Inc. ("Proxy Solicitor"), ~~280 Oser Avenue, Hauppauge, New York 11788~~ 1155 Long Island Ave, Edgewood, NY 11717,toassist in soliciting proxiesfortheMeeting. Proxy Solicitor will receive a total fee of approximately$7 millionforits proxy solicitation services, which will be borne by the Adviser.
30
~~Other Information~~
Information AsToThe Investment Adviser,
Administrator, And Distributor Of The Funds
EachFund'sinvestment adviser is AllianceBernstein L.P., 1345 Avenue oftheAmericas, New York, New York 10105. As noted above, AllianceBernstein L.P. also performs administrative services for certain of the Funds and is reimbursed by certain Funds for the ~~Meeting. It is estimated that Computershare will receive no fee~~costs of such services. State Street Bank and Trust Company, which serves as custodian and accounting agent for ~~its~~certain Funds, also provides administrative services ~~from the Fund, but the Fund will reimburse out-of-pocket expenses~~ to ~~Computershare. 41~~ ~~Part V - Other Information Officers~~certain of the ~~Fund Certain information concerning the~~Funds. Except with respect to AMMAF, Bernstein, SCB and SCB II, each Fund's ~~officers~~distributor is ~~set forth below. Each of the Fund's officers is elected by the Board and serve for a term of one year and until his or her successor is duly elected and qualifies.~~
Position(s) Name, Address and (Month and Year Date of Birth* Year First Elected) Principal Occupation during the past 5 years - ----------------- ------------------- -------------------------------------------- Marc O. Mayer President and Chief Executive See biography on page 9. 10/2/57 Officer 11/03 Philip L. Kirstein Senior Vice President and Senior Vice President and Independent 5/29/45 Independent Compliance Officer Compliance Officer of the AllianceBernstein 10/04 Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2000 until March 2003. Mark D. Gersten Treasurer and Chief Financial Senior Vice President of Alliance Global Investor 10/4/50 Officer Services, Inc. ("AGIS"),** and a Vice President of 9/90 AllianceBernstein Investment Research and Management, Inc.,** with which he has been associated since prior to 2000. Thomas R. Manley Controller Vice President of ACMC,** with which he has 8/3/51 4/97 been associated since prior to 2000. Mark R. Manley Secretary Senior Vice President, Deputy General Counsel 10/23/62 12/03 and Chief Compliance Officer of ACMC,** with which he has been associated since prior to 2000.
~~- -------- * The address for the Fund's officers is~~ AllianceBernstein Investments, Inc. ("ABI"),1345 Avenue of the Americas, New York, New York 10105. ** An affiliate of the Fund. STOCK OWNERSHIP Information regarding person(s) who owned of record or were known by the Fund to beneficially own 5% or more of a Portfolio's shares (or class of shares, if applicable) on August 17, 2005 is provided in Appendix E. INFORMATION AS TO THE FUND'S INVESTMENT ADVISER AND DISTRIBUTOR The Fund's investment adviser is Alliance Capital Management L.P.,Both ABI and Sanford C. Bernstein & Company, LLC, 1345 Avenue of the Americas, New York, New York ~~10105. The investment adviser also provides~~10105, serve as distributors to AMMAF. Each of ABI and Sanford C. Bernstein & Company, LLC serve as distributor to Bernstein and SCB. Sanford C. Bernstein & Company, LLC serves as distributor to the SCB II Fund. SeeAppendix J for the fees paid by each Fund to certain affiliates of the Adviser over the Fund's most recently completed fiscal year and any commissions paid to affiliated broker-dealers over that same period. SeeAppendix F for the costs reimbursed by the Funds to the Adviser for certain administrative services toover the most recently completed fiscal year for each Fund. ~~The Fund's distributor is AllianceBernstein Investment Research and~~
~~Other Matters~~
Management ~~Inc., 1345 Avenue~~ of ~~the Americas, New York, New York 10105. 42~~ ~~SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS The~~each Fund does not hold stockholder meetings annually. Any stockholder who wishes to submit a proposal to be considered at the Fund's next meeting of stockholders should send the proposal to the Fund so as to be received within a reasonable time before the Board makes the solicitation relating to such meeting (or in accordance with any advance notice in the Bylaws then in effect), in order to be included in the Fund's proxy statement and form of proxy card relating to such meeting. OTHER MATTERS Management does not know of any matters properly to be presented at the Meeting other than those mentioned in this Proxy Statement. If any othermatters properly come before the Meeting, the shares represented by proxieswill be voted with respect thereto in the discretion of the person or persons voting the proxies. ~~REPORTS TO STOCKHOLDERS~~ For those Funds for which the Meeting has been designated as a Special Meeting, only the business set forth in the Notice of Joint Meeting of Shareholders may be brought before the Meeting with regard to the Funds.
~~STOCK OWNERSHIP~~
Information regarding person(s) who owned of record or were known by a Fund to beneficially own 5% or more of the Fund's share (or class of shares, if applicable) on July 13, 2018 is provided inAppendix K.
Submission Of Proposals
For Next Meeting Of Stockholders
The Funds (other than ACMIF, ANMIF and AGHIF) do not hold stockholder meetings annually. For Funds that do not hold annual meetings of stockholders, the anticipated date of the next stockholder meeting of the Fund cannot be provided.
Any stockholder who wishes to submit a proposal to be included in the Fund's proxy statement and form of proxy card for a Fund's next meeting of stockholders should send the proposal to the Fund so as to be received within a reasonable time before a Fund begins to print and mail its proxy materials relating to such meeting.
31
For ACMIF, ANMIF and AGHIF, a stockholder who wishes (a) to submit a proposal at an annual meeting or (b) to submit a nomination for director at an annual meeting of stockholders, should consult the Fund's Bylaws for timing and informational requirements. The Bylaws of each of ACMIF, ANMIF and AGHIF currently provide that, in any year in which an annual meeting of stockholders is to be held, to be timely, a stockholder's notice of nomination or proposal shall set forth all information required under the Bylaws and shall be delivered to the Secretary of the Fund at the principal executive office of the Fund not earlier than the 150^th day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting nor later than 5:00 p.m., Eastern Time, on the 120^th day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the date of the preceding annual meeting, notice by the stockholder to be timely must be delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
~~Reports To Stockholders~~
EachFundwill furnisheachpersontowhomthisProxy Statement is delivered with a copy of its latest annual reporttostockholders and its subsequent semi-annual reporttostockholders, if any, upon request and without charge.Torequest a copy, please call AllianceBernstein ~~Investment Research~~Investments, Inc.at(800) 221-5672orcontactCarol RappaatAllianceBernstein L.P., 1345 Avenue oftheAmericas, New York, New York 10105.
~~ByOrderoftheBoardsofDirectors,~~
Emilie Wrapp
Secretary
~~August 20, 2018~~
~~New York, New York~~
32
~~APPENDIX A – SHARES OUTSTANDING AS OF THE RECORD DATE~~
~~The following table sets forth the outstanding shares of each Fund as of the Record Date.~~
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
AB Bond Fund, Inc.
MD
- AB All Market Real Return Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- Class 1 [          ]
- Class 2 [          ]
- AB Bond Inflation Strategy [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- Class 1 [          ]
- Class 2 [          ]
- AB FlexFee High Yield Portfolio [                          ]
- Advisor Class [          ]
- AB FlexFee International Bond Portfolio [                          ]
- Advisor Class [          ]
- AB Income Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Intermediate Bond Portfolio
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
A-1
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Limited Duration High Income Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Municipal Bond Inflation Strategy [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class 1 [          ]
- Class 2 [          ]
- AB Tax-Aware Fixed Income Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
AB Cap Fund, Inc. MD
- AB All China Equity Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB All Market Alternative Return Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB All Market Income Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Concentrated Growth Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Concentrated International Growth Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
A-2
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Emerging Markets Core Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Emerging Markets Multi-Asset Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB FlexFee Core Opportunities Portfolio [                          ]
- Advisor Class [          ]
- AB FlexFee Emerging Markets Growth Portfolio [                          ]
- Advisor Class [          ]
- AB FlexFee International Strategic Core Portfolio [                          ]
- Advisor Class [          ]
- AB FlexFee Large Cap Growth Portfolio [                          ]
- Advisor Class [          ]
- AB FlexFee US Thematic Portfolio [                          ]
- Advisor Class [          ]
- AB Global Core Equity Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB International Strategic Core Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Multi-Manager Select Retirement Allocation Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
A-3
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Multi-Manager Select 2010 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2015 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2020 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2025 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2030 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
A-4
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Multi-Manager Select 2035 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2040 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2045 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2050 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Multi-Manager Select 2055 Fund [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Select US Equity Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
A-5
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Select US Long/Short Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- AB Small Cap Growth Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
- AB Small Cap Value Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
AB Core Opportunities Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
AB Corporate Shares MA
- AB Corporate Income Shares [                          ]
- AB Impact Municipal Income Shares [                          ]
- AB Income Shares [                          ]
- AB Municipal Income Shares [                          ]
- AB Taxable Multi-Sector Income Shares
A-6
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
AB Discovery Growth Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
-Class Z [          ]
AB Equity Income Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
Class Z [          ]
AB Fixed-Income Shares, Inc. MD
- AB Government Money Market Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Class AB [          ]
- Advisor Class [          ]
- Class K [          ]
- Class I [          ]
- Class 1 [          ]
- Institutional Class [          ]
AB Global Bond Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
A-7
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
AB Global Real Estate Investment Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
AB Global Risk Allocation Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
AB High Income Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
AB Institutional Funds, Inc. MD
- AB Global Real Estate Investment Fund II [                          ]
- Class I [          ]
AB Large Cap Growth Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
AB Multi-Manager Alternative Fund DE [                          ]
AB Municipal Income Fund, Inc. MD
-ABCalifornia Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
A-8
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
-AB High Income Municipal Portfolio [                          ]
- Class A [          ]
- Class C [          ]
- Advisor Class [          ]
- AB National Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
-AB New York Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
AB Municipal Income Fund II MA
- AB Arizona Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- Class C [          ]
- AB Massachusetts Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Minnesota Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- AB New Jersey Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- AB Ohio Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- AB Pennsylvania Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
A-9
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Virginia Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
-Advisor Class [          ]
AB Relative Value Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
AB Sustainable Global Thematic Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
AB Sustainable International Thematic Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
AB Trust MA
- AB Discovery Value Fund [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- Class Z [          ]
A-10
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB International Value Fund [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- AB Value Fund [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
AB Unconstrained Bond Fund, Inc. MD [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
-Class Z [          ]
AB Variable Products Series Fund, Inc. MD
- AB Balanced Wealth Strategy Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- AB Dynamic Asset Allocation Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Global Thematic Growth Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Growth Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Growth and Income Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
A-11
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Intermediate Bond Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB International Growth Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB International Value Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Large Cap Growth Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Real Estate Investment Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Small Cap Growth Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Small-Mid Cap Value Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Value Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
- AB Global Risk Allocation – Moderate Portfolio [                          ]
- Class A [          ]
- ClassB [          ]
Alliance California Municipal Income Fund, Inc. MD [                          ]
- Common Stock [          ]
- Auction Preferred Shares [          ]
- Series M [          ]
- Series W [          ]
- Series TH [          ]
- Series T [          ]
- Variable Rate MuniFund Term Preferred Shares [          ]
AllianceBernstein Global High Income Fund, Inc. MD
- Common Stock [          ]
A-12
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
AllianceBernstein National Municipal Income Fund, Inc. MD [                          ]
- Common Stock [          ]
- Auction Preferred Shares [          ]
- Series M [          ]
- Series T [          ]
- Variable Rate MuniFund Term Preferred Shares [          ]
The AB Portfolios MA
- AB All Market Total Return Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- AB Conservative Wealth Strategy [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- AB Growth Fund [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
- AB Tax-Managed All Market Income Portfolio [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- AB Tax-Managed Wealth Appreciation Strategy [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
A-13
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- AB Wealth Appreciation Strategy [                          ]
- Class A [          ]
- Class B [          ]
- Class C [          ]
- Advisor Class [          ]
- Class R [          ]
- Class K [          ]
- Class I [          ]
Bernstein Fund I, Inc. MD
- International Strategic Equities Portfolio [                          ]
- Advisor Class [          ]
- Class Z [          ]
- SCB Class [          ]
- International Small Cap Portfolio
- Advisor Class [          ]
- Class Z [          ]
- SCB Class [          ]
- Small Cap Core Portfolio [                          ]
- Advisor Class [          ]
- Class Z [          ]
- SCB Class [          ]
Sanford C. Bernstein Fund, Inc. MD
- California Municipal Portfolio [                          ]
-ABIntermediate California Municipal Class A [          ]
-AB Intermediate California Municipal Class C [          ]
- California MunicipalClass [          ]
-Advisor Class [          ]
- Diversified Municipal Portfolio [                          ]
-AB IntermediateDiversified Municipal Class A [          ]
-AB Intermediate Diversified Municipal Class C [          ]
- Diversified Municipal Class [          ]
- Advisor Class [          ]
- Class Z [          ]
- Emerging Markets Portfolio [                          ]
- Emerging Markets Portfolio Class Z [          ]
- Intermediate Duration Portfolio [                          ]
- New York Municipal Portfolio [                          ]
-ABIntermediate New York Municipal Class A [          ]
-AB Intermediate New York Municipal Class B [          ]
- ABIntermediate New York Municipal Class C [          ]
A-14
FUNDS STATE OF INCORPORATION OUTSTANDING SHARES
- International Portfolio [                          ]
-ABInternational Class A [          ]
- AB International Class B [          ]
- AB International Class C [          ]
- AB International Class Z [          ]
-International Class [          ]
- Short Duration Diversified Municipal Portfolio [                          ]
- Short Duration Plus Portfolio [                          ]
- AB Short Duration Class A [          ]
- AB Short Duration Class B [          ]
- AB Short Duration Class C [          ]
- AB Short Duration Class R [          ]
- AB Short Duration Plus Class [          ]
- Overlay A Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Overlay B Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Tax-Aware Overlay A Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Tax-Aware Overlay B Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Tax-Aware Overlay C Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Tax-Aware Overlay N Portfolio [                          ]
- Class 1 [          ]
-Class 2 [          ]
- Tax-Managed International Portfolio [                          ]
- Tax-Managed International Class A [          ]
- Tax-Managed International Class B [          ]
- Tax-Managed International Class C [          ]
- Tax-Managed International Class Z [          ]
- Tax-Managed International Class [          ]
Sanford C. Bernstein Fund II, Inc. ("SCB II")
- Bernstein Intermediate Duration Institutional Portfolio [                          ]
A-15
~~APPENDIX B – ADDITIONAL INFORMATION ON PROPOSAL ONE~~
Additional information on Proposal One, including information on the principal officers of the Funds, nominee ownership of Fund shares and ~~Management, Inc. at (800) 227-4618~~Board compensation, is presented below.
~~PRINCIPAL Officers of the Funds~~
CertaininformationconcerningtheFunds'officers issetforth below. TheFunds'officersare elected annually by the respective Board of Directors until his or ~~write to Dennis Bowden at Alliance Capital Management L.P.~~her successor is duly elected and qualifies.
Name,
Address* and Age Position(s) Held with Fund
(Month and Year First Elected)     Principal Occupation During the Past Five Years
Robert M. Keith,
58
President and Chief Executive Officer,
AB Funds (09/08)
Senior Vice President of 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.
B-1
Name,
Address* and Age Position(s) Held with Fund
(Month and Year First Elected)                 Principal Occupation During the Past Five Years
Kathleen Fisher,
64
President,
Bernstein Funds and
SCB (07/17)
Senior Vice President of the Adviser** with which she has been associated since prior to 2013. She is the Head of Wealth and Investment Strategies of the Manager's Bernstein Private Wealth Management unit since 2014, leading the team responsible for developing and communicating asset allocation advice and investment strategies for Bernstein's high-net-worth clients. Since 2013, Ms. Fisher has overseen research on investment planning and wealth transfer issues facing high-net-worth families, endowments and foundations. She has been a National Managing Director of Bernstein since 2009. She joined AB in 2001 as a Senior Portfolio Manager. Prior to joining AB, she spent 15 years at J.P. Morgan, most recently as a managing director advising banks on acquisitions, divestitures and financing techniques. Prior thereto, she held positions at both Morgan Stanley and at the Federal Reserve Bank of New York.
Christopher J. Bricker,
50
President and Chief Executive Officer,
AMMAF (06/12)
Senior Vice President of the Adviser** since prior to 2013; Senior Managing Director and Head of Product Development since December 2009.
Emilie D. Wrapp,
62

Secretary,
AB Funds and
SCB (10/05), Bernstein Funds (09/15) and AMMAF (06/12)
Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2013.
Joseph J. Mantineo,
59
Treasurer and
Chief Financial Officer,
AB Funds (8/06),
Bernstein Funds (09/15),
SCB (07/06) and
AMMAF (06/12)
Senior Vice President of AllianceBernstein Investor Services, Inc. ("ABIS")**, with which he has been associated since prior to 2013.
B-2
Name,
Address* and Age Position(s) Held with Fund
(Month and Year First Elected)                 Principal Occupation During the Past Five Years
Vincent S. Noto,
53
Chief Compliance Officer
AB Funds (12/13),
Bernstein Funds (09/15), and
SCB andAMMAF (01/14)
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 prior to 2013.
Phyllis J. Clarke,
57
Controller,
ABF, ABT, ACF, ACOF, ACS, AFIS, AGRAF, AGREIF, AInstF, ALCGF, AMIF, AMIF II, ASGTF, ASITF, AVP, TAP, ACMIF & ANMIF (11/08), Bernstein Funds (09/15) and SCB (10/08)
Vice President of ABIS**, with which she has been associated since prior to 2013.
Stephen M. Woetzel,
46
Controller,
ADGF, AEIF, AGBF, AHIF,
ARVF, AUBF, SCB II & AGHIF (05/09) and AMMAF (04/13)
Vice President of ABIS**, with which he has been associated since prior to 2013.
~~_____________________________________~~
*       The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. ~~By Order~~
**       The Adviser, ABI and ABIS are affiliates of the ~~Board~~Funds.
~~ADDITIONAL INFORMATION ON THE DIRECTORS~~
As of Directors, Mark R. Manley Secretary September 29, 2005 New York, New York 43 ~~APPENDIX A OUTSTANDING VOTING SHARES A list~~July 13, 2018, no nominee for Director, nor any of their immediate family members, owned beneficially or of record any class of securities in the Adviser or a Fund's distributor or a person (other than a registered investment company) directly or indirectly "controlling," "controlled by," or "under common control with" (within the meaning of the ~~outstanding voting shares for each of~~1940 Act) the ~~Portfolios as of~~Adviser or the ~~close of business on the Record Date is presented below. Each share is entitled to cast one vote at the meeting.~~
~~Portfolio Name Number of Outstanding Shares -------------- ----------------------------~~ Americas Government Income Portfolio 4,441,072 Balanced Wealth Strategy Portfolio 5,616,918 Global Bond Portfolio 5,616,583 Global Dollar Government Portfolio 2,033,468 Global Research Growth Portfolio 526,563 Global Technology Portfolio 16,345,710 Growth Portfolio 14,707,947 Growth and Income Portfolio 112,768,511 High Yield Portfolio 6,575,338 International Portfolio 4,247,686 International Value Portfolio 36,272,738 Large Cap Growth Portfolio 48,074,791 Money Market Portfolio 56,765,196 Real Estate Investment Portfolio 4,989,304 Small Cap Growth Portfolio 6,677,934 Small/Mid Cap Value Portfolio 17,815,058 Total Return Portfolio 12,200,878 U.S. Government/High Grade Securities Portfolio 10,089,280 U.S. Large Cap Blended Style Portfolio 1,381,560 Utility Income Portfolio 3,410,412 Value Portfolio 13,923,759 Wealth Appreciation Strategy Portfolio 2,651,923 Worldwide Privatization Portfolio 3,127,704
~~A-1~~ ~~APPENDIX B ADDITIONAL INFORMATION REGARDING DIRECTORS~~ Fund's distributor.
~~Ownership in the ~~Fund None~~Funds~~
The dollar range of the ~~Directors own~~Funds' securities ~~of any of~~owned by each Director or Director nominee and the ~~Portfolios. The~~ aggregate dollar range of securities owned in the ~~AllianceBernstein~~ Fund Complex as of July 13, 2018 are set forth below.
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol
C. McMullen Garry L. Moody Marshall
C.
Turner, Jr. Earl
D. Weiner
AB Bond Fund, Inc.
-AB All Market Real Return Portfolio $10,001-$50,000 None $10,001-$50,000 None None None None None
-AB Bond Inflation Strategy None None $10,001-$50,000 None None None Over $100,000 None
-AB FlexFee High Yield Portfolio None None None None None None None None
B-3
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol
C. McMullen Garry L. Moody Marshall
C.
Turner, Jr. Earl
D. Weiner
-AB FlexFee International Bond Portfolio None None None None None None None None
-AB Income Fund
$1--
$10,000
$50,001-
$100,000
$50,001-
$100,000
None None None
Over
$100,000
None
-AB Intermediate Bond Portfolio None None None None None None None None
-AB Limited Duration High Income Portfolio None None None None None None None None
-AB Municipal Bond Inflation Strategy None None None None None None None None
-AB Tax-Aware Fixed Income Portfolio None None None None None None None None
AB Cap Fund, Inc.
-AB All China Equity Portfolio None None None None None None None None
-AB All Market Alternative Return Portfolio None None None None None None None None
-AB All Market Income Portfolio None None None None None None None None
-AB Concentrated Growth Fund None None None None None
$10,001-
$50,000
$50,001-
$100,000
None
-AB Concentrated International Growth Portfolio None None None None None None None None
-AB Emerging Markets Core Portfolio None None None None None None None None
-AB Emerging Markets Multi-Asset Portfolio None None None None None None None None
-AB FlexFee Core Opportunities Portfolio None None None None None None None None
-AB FlexFee Emerging Markets Growth Portfolio None None None None None None None None
-AB FlexFee International Strategic Core Portfolio None None None None None None None None
-AB FlexFee Large Cap Growth Portfolio None None None None None Over $100,000 None None
-AB FlexFee US Thematic Portfolio None None None None None None None None
-AB Global Core Equity Portfolio None None None None None None None None
-AB International Strategic Core Portfolio None None None None None None None None
-AB Multi-Manager Select Retirement Allocation Fund None None None None None None None None
-AB Multi-Manager Select 2010 Fund None None None None None None None None
-AB Multi-Manager Select 2015 Fund None None None None None None None None
-AB Multi-Manager Select 2020 Fund None None None None None None None None
-AB Multi-Manager Select 2025 Fund None None None None None None None None
-AB Multi-Manager Select 2030 Fund None None None None None None None Over $100,000
-AB Multi-Manager Select 2035 Fund None None None None None None None Over $100,000
-AB Multi-Manager Select 2040 Fund None None None None $10,001-$50,000 None None None
-AB Multi-Manager Select 2045 Fund None None None None None None None None
-AB Multi-Manager Select 2050 Fund None None None None None None None None
B-4
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol
C. McMullen Garry L. Moody Marshall
C.
Turner, Jr. Earl
D. Weiner
-AB Multi-Manager Select 2055 Fund None None None None None None None None
-AB Select US Equity Portfolio None None
$50,001-
$100,000
None $10,001-$50,000 Over $100,000
$50,001-
$100,000
None
-AB Select US Long/Short Portfolio None None None None None None
$50,001-
$100,000
None
-AB Small Cap Growth Portfolio None
$50,001-
$100,000
None None None $50,001-$100,000
$10,001-
$50,000
None
-AB Small Cap Value Portfolio None None None None $10,001-$50,000 None None None
AB Core Opportunities Fund, Inc.
$50,001-
$100,000
None None None None None
$50,001-
$100,000
None
AB Corporate Shares
-AB Corporate Income Shares None None None None None None None None
-AB Impact Municipal Income Shares None None None None None None None None
-AB Income Shares None None None None None None None None
-AB Municipal Income Shares None None None None None None None None
-AB Taxable Multi-Sector Income Shares None None None None None None None None
AB Discovery Growth Fund, Inc.
Over
$100,000
$10,001-
$50,000
$10,001-
$50,000
None None
Over
$100,000
Over
$100,000
$10,001-
$50,000
AB Equity Income Fund, Inc. None None
$10,001-
$50,000
None None
$50,001-
$100,000
None None
AB Fixed-Income Shares, Inc.
-AB Government Money Market Portfolio None
$10,001-
$50,000
None None None Over $100,000 Over $100,000 None
AB Global Bond Fund, Inc. None None None None None None None None
AB Global Real Estate Investment Fund, Inc. None None None None
$50,001-
$100,000
$10,001-
$50,000
None None
AB Global Risk Allocation Fund, Inc.
None None None None None None None None
AB High Income Fund, Inc.
$10,001-
$50,000
None None None None None None
$10,001-
$50,000
AB Institutional Funds, Inc.
-AB Global Real Estate Investment Fund II None None None None None None None None
AB Large Cap Growth Fund, Inc. None
$50,001-
$100,000
None None None
$10,001-
$50,000
None
$10,001-
$50,000
AB Multi-Manager Alternative Fund None None None None None None None None
AB Municipal Income Fund, Inc.
-AB California Portfolio None None None None None None None None
-AB High Income Municipal Portfolio None None None None Over $100,000 None None None
B-5
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol
C. McMullen Garry L. Moody Marshall
C.
Turner, Jr. Earl
D. Weiner
-AB National Portfolio None None
$50,001-
$100,000
None
Over
$100,000
None None None
-AB New York Portfolio None None None None None None None None
AB Municipal Income Fund II
-AB Arizona Portfolio None None None None None None None None
-AB Massachusetts Portfolio None None None None None None None None
-AB Minnesota Portfolio None None None None None None None None
-AB New Jersey Portfolio None None None None None None None None
-AB Ohio Portfolio None None None None None None None None
-AB Pennsylvania Portfolio None None None None None None None None
-AB Virginia Portfolio None None None None None None None None
AB Relative Value Fund, Inc. None None
$10,001-
$50,000
None None None None None
AB Sustainable Global Thematic Fund, Inc.
Over
$100,000
$10,001-
$50,000
None None None None None None
AB Sustainable International Thematic Fund, Inc. None
$10,001-
$50,000
None None None None None
$10,001-
$50,000
AB Trust
-AB Discovery Value Fund None
$10,001-
$50,000
None None
$10,001-
$50,000
$50,001-
$100,000
Over $100,000
$10,001-
$50,000
-AB International Value Fund
$10,001-
$50,000
$10,001-$50,000 None None None None None None
-AB Value Fund None $10,001-$50,000 None None None None None
$10,001-
$50,000
AB Unconstrained Bond Fund, Inc. None None None None None None None None
AB Variable Products Series Fund, Inc.
-AB Balanced Wealth Strategy Portfolio None None None None None None None None
-AB Dynamic Asset Allocation Portfolio None None None None None None None None
-AB Global Thematic Growth Portfolio None None None None None None None None
-AB Growth Portfolio None None None None None None None None
-AB Growth and Income Portfolio None None None None None None None None
-AB Intermediate Bond Portfolio None None None None None None None None
-AB International Growth Portfolio None None None None None None None None
-AB International Value Portfolio None None None None None None None None
-AB Large Cap Growth Portfolio None None None None None None None None
-AB Real Estate Investment Portfolio None None None None None None None None
-AB Small Cap Growth Portfolio None None None None None None None None
-AB Small-Mid Cap Value Portfolio None None None None None None None None
-AB Value Portfolio None None None None None None None None
-AB Global Risk Allocation – Moderate Portfolio None None None None None None None None
The AB Portfolios
-AB All Market Total Return Portfolio None
$10,001-
$50,000
$10,001-
$50,000
None None None None None
-AB Conservative Wealth Strategy None None None None None None None None
B-6
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol
C. McMullen Garry L. Moody Marshall
C.
Turner, Jr. Earl
D. Weiner
-AB Growth Fund None
$10,001-
$50,000
None None None
$10,001-
$50,000
None None
-AB Tax-Managed All Market Income Portfolio None None None None None None None None
-AB Tax-Managed Wealth Appreciation Strategy None None None None None None
$10,001-
$50,000
None
-AB Wealth Appreciation Strategy None
$10,001-
$50,000
None None
$10,001-
$50,000
$10,001-
$50,000
None None
Sanford C. Bernstein Fund II, Inc.
-Bernstein Intermediate Duration -Institutional Portfolio None None None None None None None None
Aggregate Dollar Range of Equity Securities in the Funds in the Fund Complex as of July 13, 2018 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000
SCB, Bernstein and AMMAF
Portfolio Kathleen Fisher Bart Friedman R. Jay Gerken William Kristol Debra Perry Donald K. Peterson
Bernstein Fund, Inc.
-International Strategic Equities Portfolio $50,001-$100,000 None None None None None
-International Small Cap Portfolio $10,001-$50,000 None None None None None
-Small Cap Core Portfolio $50,001-$100,000 None None None None None
Sanford C. Bernstein Fund, Inc.
-California Municipal Portfolio None None None None None None
-Diversified Municipal Portfolio None None None Over $100,000 None None
-Emerging Markets Portfolio
Over
$100,000
Over $100,000 Over
$100,000 None
$10,001
-$50,000
Over $100,000
-Intermediate Duration Portfolio None None None None None None
-New York Municipal Portfolio Over $100,000 None None None None None
-International Portfolio None None None None None None
-Overlay A Portfolio None None None None None None
-Overlay B Portfolio None None None None None None
-Short Duration Diversified Municipal Portfolio None None Over $100,000 Over $100,000 None None
- Short Duration Plus Portfolio None None None None None None
-Tax-Aware Overlay A Portfolio None None None None None None
-Tax-Aware Overlay B Portfolio None None None None None None
-Tax-Aware Overlay C Portfolio None None None None None None
-Tax-Aware Overlay N Portfolio None None None None None None
-Tax-Managed International Portfolio Over $100,000 Over $100,000 Over
$100,000 None Over $100,000 None
AB Multi-Manager Alternative Fund None None None None None None
Aggregate Dollar Range of Equity Securities in ~~a Portfolio AllianceBernstein~~the Funds in the Fund Complex ~~Director~~ as of ~~August 12, 2005 as of August 12, 2005 --------------------- ------------------------------------------------ ------------------------------~~ ~~~~Ruth Block For each Portfolio None~~ July 13, 2018~~ Over $100,000 ~~David H. Dievler For each Portfolio None~~ Over $100,000 ~~John H. Dobkin For each Portfolio None~~ Over
$100,000 Over
$100,000 Over $100,000 ~~Michael J. Downey For each Portfolio None~~ Over $100,000 William H. Foulk, Jr. For each Portfolio None Over $100,000 D. James Guzy For each Portfolio None $10,001-$50,000 Marc O. Mayer For each Portfolio None Over $100,000 Marshall C. Turner For each Portfolio None Over $100,000
B-7
~~Compensation From the ~~Fund~~Funds~~
None of the Funds pays any fees to, or reimburses expenses of, any Directorduring a time when the Director is considered an "interested person" of the Fund. The aggregate compensation paid by ~~the~~a Fund tothe Directors and Director nominees during ~~the~~each Fund's respective fiscal year or period ended in ~~2004,~~either 2017 or 2018, theaggregate compensation paid to the Directors during calendar year ~~2004~~2017 by all of the investment companies in the ~~AllianceBernstein~~ Fund Complex, and the total number of investment companies in the ~~AllianceBernstein~~ Fund Complex as to which the Directors are a director or trustee and the number of investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the ~~Fund~~Funds nor any other investment company in the ~~AllianceBernstein~~ Fund Complex provides compensation in the form of pension or retirement benefits to any of its ~~directors.~~ Directors or pays compensation to officers of the Fund.
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol C. McMullen Garry L. Moody Marshall C. Turner, Jr. Earl D. Weiner

AB Bond Fund, Inc.
-AB All Market Real Return Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,730 $2,809
-AB Bond Inflation Strategy $2,809 $2,809 $3,001 $0 $2,809 $3,191             $4,730 $2,809
-AB FlexFee High Yield Portfolio $2,809 $2,809 $3,301 $0 $2,809 $3,191 $4,730 $2,809
-AB FlexFee International Bond Portfolio $1,462 $1,462 $1,564 $0 $1,462 $1,667 $2,462 $1,462
-AB Income Fund $2,809 $2,809 $3,001 $0 $2,809 $3,191   $4,730 $2,909
-AB Intermediate Bond Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191   $4,730 $2,809
-AB Limited Duration High Income Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191   $4,730 $2,809
-AB Municipal Bond Inflation Strategy $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,730 $2,809
-AB Tax-Aware Fixed Income Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,192   $4,731 $2,809

AB Cap Fund, Inc.
-AB All China Equity Portfolio (estimated for new fund) $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB All Market Alternative Return Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809
-AB All Market Income Portfolio $2,876    $2,876 $3,078 $0 $2,876 $3,279 $4,844 $2,876
-AB Concentrated Growth Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094   $4,605 $2,734
-AB Concentrated International Growth Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,094 $4,605 $2,734
-AB Emerging Markets Core Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,095 $4,605 $2,734
-AB Emerging Markets Multi-Asset Portfolio $2,983 $2,983 $3,190 $0 $2,983 $3,396 $4,962 $2,983
-AB FlexFee Core Opportunities Portfolio $1,462 $1,462 $1,564 $0 $1,462 $1,667 $2,462 $1,462
-AB FlexFee Emerging Markets Growth Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,279 $4,843 $2,876
-AB FlexFee International Strategic Core Portfolio $1,462 $1,462 $1,564 $0 $1,462 $1,667 $2,462 $1,462
-AB FlexFee Large Cap Growth Portfolio $1,462 $1,462 $1,564 $0 $1,462 $1,667 $2,461 $1,462
-AB FlexFee US Thematic Portfolio $1,462 $1,462 $1,564 $0 $1,462 $1,667 $2,461 $1,462
-AB Global Core Equity Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,095 $4,605 $2,734
Number of Number of Investment Investment Companies in the Portfolios within Compensation AllianceBernstein the AllianceBernstein from the Fund Complex, Fund Complex, AllianceBernstein including the including the Fund Complex, Fund, as to which Fund, as to which the Compensation from the Fund during including the the Director is a Director is a Director Name of Director its Fiscal Year ended in 2004 Fund, during 2004 Director or Trustee or Trustee - ---------------- --------------------------------- ----------------- ------------------- ---------------------- Ruth Block $3,728 $223,200 39 105 David H. Dievler $3,709 $268,250 41 107 John H. Dobkin $3,896 $252,900 39 105 Michael J. Downey $ 0 $ 0 36 80 William H. Foulk, Jr. $6,339 $465,250 42 108 D. James Guzy $ 0 $ 25,350 1 1 Marc O. Mayer $ 0 $ 0 37 82 Marshall C. Turner $ 0 $ 25,350 1 1
B-8
~~B-1~~
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol C. McMullen Garry L. Moody Marshall C. Turner, Jr. Earl D. Weiner

-AB International Strategic Core Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,095 $4,605 $2,734
-AB Multi-Manager Select Retirement Allocation Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2010 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2015 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2020 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2025 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2030 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2035 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2040 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2045 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2050 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Multi-Manager Select 2055 Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Select US Equity Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,094 $4,605 $2,734
-AB Select US Long/Short Portfolio $2,734 $2,734 $2,917 $0 $2,783 $3,094 $4,605 $2,734
-AB Small Cap Growth Portfolio $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Small Cap Value Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876

AB Core Opportunities Fund, Inc. $ 2,876 $ 2,876   $3,078 $0 $ 2,876 $ 3,280 $ 4,844 $ 2,876

AB Corporate Shares
-AB Corporate Income Shares $2,983 $2,983 $3,190 $0 $2,983 $3,397 $4,962 $2,983
-AB Impact Municipal Income Shares $1,507 $1,507 $1,610 $0 $1,507 $1,713 $2,475 $1,507
-AB Income Shares (estimated for new fund) $2,091 $2,091 $2,236 $0 $2,091 $2,381 $3,472 $2,091
-AB Municipal Income Shares $2,983 $2,983 $3,190 $0 $2,983 $3,397 $4,962 $2,983
-AB Taxable Multi-Sector Income Shares $2,983 $2,983 $3,190 $0 $2,983 $3,397 $4,962 $2,983

AB Discovery Growth Fund, Inc. $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734

AB Equity Income Fund, Inc. $2,876 $2,876 $3,078 $0 $2,876 $3,279 $4,844 $2,876

AB Fixed-Income Shares, Inc.
-AB Government Money Market Portfolio $2,983 $2,983 $3,189 $0 $2,983 $3,397 $4,961 $2,983

AB Global Bond Fund, Inc. $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,730 $2,809

AB Global Real Estate Investment Fund, Inc. $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876

B-9
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol C. McMullen Garry L. Moody Marshall C. Turner, Jr. Earl D. Weiner

AB Global Risk Allocation Fund, Inc. $2,876 $2,876 $3,078 $0 $2,876 $ 3,280 $ 4,844 $ 2,876

AB High Income Fund, Inc. $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,730 $2,809

AB Institutional Funds, Inc.
-AB Global Real Estate Investment Fund II $2,809 $2,809 $3,001   $0 $2,809 $3,191 $4,730 $2,809

AB Large Cap Growth Fund, Inc. $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734

AB Municipal Income Fund, Inc.
-AB California Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB High Income Municipal Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB National Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB New York Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046

AB Municipal Income Fund II

-AB Arizona Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB Massachusetts Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB Minnesota Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB New Jersey Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB Ohio Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB Pennsylvania Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046
-AB Virginia Portfolio $3,046 $3,046 $3,254 $0 $3,046 $3,463 $5,003 $3,046

AB Relative Value Fund, Inc. $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809

AB Sustainable Global Thematic Fund, Inc. $2,734 $2,734 $2,916 $0 $2,734 $3,095 $4,605 $2,734

AB Sustainable International Thematic Fund, Inc. $2,734 $2,734 $2,917 $0 $2,783   $3,094 $4,605 $2,734

AB Trust
-AB Discovery Value Fund $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB International Value Fund $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB Value Fund $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876

AB Unconstrained Bond Fund, Inc. $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,730 $2,809

AB Variable Products Series Fund, Inc.
-AB Balanced Wealth Strategy Portfolio $2,877 $2,877 $3,078 $0 $2,877 $3,281 $4,844 $2,877
-AB Dynamic Asset Allocation Portfolio $2,877 $2,877 $3,078 $0 $2,877 $3,281 $4,844 $2,877
-AB Global Thematic Growth Portfolio $2,877 $2,877 $3,079 $0 $2,877 $3,281 $4,844 $2,877
-AB Growth Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB Growth and Income Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB Intermediate Bond Portfolio $2,877 $2,877 $3,079 $0 $2,877 $3,281 $4,844 $2,877
B-10
AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio Michael J. Downey William H.
Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol C. McMullen Garry L. Moody Marshall C. Turner, Jr. Earl D. Weiner

-AB International Growth Portfolio $2,877 $2,877 $3,079 $0 $2,877 $3,281 $4,844 $2,877
-AB International Value Portfolio $2,877 $2,877 $3,078 $0 $2,877 $3,281 $4,844 $2,877
-AB Large Cap Growth Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB Real Estate Investment Portfolio $2,877 $2,877 $3,079 $0 $2,877 $3,281 $4,844 $2,877
-AB Small Cap Growth Portfolio $2,876 $2,876 $3,078 $0 $2,876 $3,280 $4,844 $2,876
-AB Small-Mid Cap Value Portfolio $2,877 $2,877 $3,078 $0 $2,877 $3,281 $4,844 $2,877
-AB Value Portfolio $2,877 $2,877 $3,079 $0 $2,877 $3,281 $4,844 $2,877
-AB Global Risk Allocation – Moderate Portfolio $2,877 $2,877 $3,078 $0 $2,877 $3,281 $4,844 $2,877

The AB Portfolios
-AB All Market Total Return Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809
-AB Conservative Wealth Strategy $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809
-AB Growth Fund $2,734 $2,734 $2,917 $0 $2,734 $3,094 $4,605 $2,734
-AB Tax-Managed All Market Income Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809
-AB Tax-Managed Wealth Appreciation Strategy $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809
-AB Wealth Appreciation Strategy $2,809 $2,809 $3,001 $0 $2,809 $3,191 $4,731 $2,809

Sanford C. Bernstein Fund II, Inc.
-Bernstein Intermediate Duration -Institutional Portfolio $2,809 $2,809 $3,001 $0 $2,809 $3,192 $4,730 $2,809

Compensation from the Fund Complex, including the Funds, during 2017     $285,000 $285,000 $305,000 $0 $285,000 $325,000 $480,000 $285,000
AB Funds Other Than SCB, Bernstein and AMMAF
Michael J. Downey William H. Foulk, Jr. Nancy P. Jacklin Robert M. Keith Carol C. McMullen Garry L. Moody Marshall C. Turner, Jr. Earl D. Weiner
Number of Investment, Companies in the Fund Complex, including the Funds, as to which the Director is a Director or Trustee 26 26 26 26 26 26 26 26
Number of Investment Portfolios within
the Fund Complex, including the
Funds, as to which the Director is a
Director or Trustee
94 94 94 94 94 94 94 94
B-11
SCB and Bernstein
Portfolio Kathleen Fisher Bart Friedman R. Jay Gerken William Kristol Debra Perry Donald K. Peterson

Bernstein Fund, Inc.
-International Strategic Equities Portfolio $0 $12,082 $9,878 $9,878 $10,606 $11,092
-International Small Cap Portfolio $0 $5,827 $4,780 $4,780 $5,129 $5,364
-Small Cap Core Portfolio $0 $5,924 $4,868 $4,868 $5,221 $5,455

Sanford C. Bernstein Fund, Inc.
-California Municipal Portfolio $0 $9,200 $7,565 $7,565 $8,110 $8,475
-Diversified Municipal Portfolio $0 $51,160 $42,072 $42,072 $45,107 $47,127
-Emerging Markets Portfolio $0 $10,295 $8,455 $8,455 $9,068 $9,475
-Intermediate Duration Portfolio $0 $25,114 $20,652 $20,652 $22,140 $23,132
-New York Municipal Portfolio $0 $13,274 $10,918 $10,918 $11,704 $12,230
-International Portfolio $0 $11,453 $9,406 $9,406 $10,086 $10,540
-Overlay A Portfolio $0 $15,465 $12,709 $12,709 $13,629 $14,243
-Overlay B Portfolio $0 $9,005 $7,405 $7,405 $7,939 $8,295
-Short Duration Diversified Municipal Portfolio $0 $1,197 $984 $984 $1,056 $1,104
- Short Duration Plus Portfolio $0 $2,258 $1,859 $1,859 $1,992 $2,080
-Tax-Aware Overlay A Portfolio $0 $31,651 $26,011 $26,011 $27,893 $29,155
-Tax-Aware Overlay B Portfolio $0 $14,067 $11,566 $11,566 $12,400 $12,956
-Tax-Aware Overlay C Portfolio $0 $4,130 $3,395 $3,395 $3,639 $3,804
-Tax-Aware Overlay N Portfolio $0 $3,358 $2,761 $2,761 $2,960 $3,093
-Tax-Managed International Portfolio $0 $26,722 $21,954 $21,954 $23,542 $24,599

Compensation from the Fund Complex, including the Funds, during 2017    $0 $ 250,000 $205,000 $205,000 $220,000 $230,000
Bernstein and SCB
Kathleen Fisher Bart Friedman R. Jay Gerken William Kristol Debra Perry Donald K. Peterson
Number of Investment Companies in the Fund Complex, including the Funds, as to which the Director is a Director or Trustee 2 2 2 2 2 2
Number of Investment Portfolios within
the Fund Complex, including the
Funds, as to which the Director is a
Director or Trustee
18 18 18 18 18 18
AMMAF
Portfolio Christopher J. Bricker Lawrence D. Haber Jeanette Loeb Carter F. Wolfe

AB Multi-Manager Alternative Fund $0 $48,000 $43,000 $53,000

AMMAF
Christopher J. Bricker Lawrence D. Haber Jeanette Loeb Carter F. Wolfe
Number of Investment Companies in the Fund Complex, including the Funds, as to which the Director is a Director or Trustee 1 1 1 1
Number of Investment Portfolios within
the Fund Complex, including the
Funds, as to which the Director is a
Director or Trustee
1 1 1 1
B-12
APPENDIX C ~~GOVERNANCE AND NOMINATING COMMITTEE CHARTER FOR~~– INDEPENDENT REGISTERED ~~INVESTMENT COMPANIES IN THE ALLIANCE COMPLEX (EACH, A "COMPANY")~~ PUBLIC ACCOUNTING FIRM
Certain information regarding the independent registered public accounting firm for the Funds whose shareholders are to vote on Proposal One regarding the election of Fund Directors is provided below.
Independent Auditors for the AB Funds
The Board of ~~Directors/Trustees (the "Board")~~each AB Fund has selected Ernst & Young LLP to serve as the Fund's independent registered public accounting firm. Ernst & Young LLP has audited the accounts of each Fund for its last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of Ernst & Young LLP are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Independent Auditors for the SCB Funds and AMMAF
The Board of each SCB Fund and the Board of AMMAF has each selected PricewaterhouseCoopers LLP to serve as each Fund's independent registered public accounting firm. PricewaterhouseCoopers LLP has audited the accounts of each Fund for its last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of PricewaterhouseCoopers LLP are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Report of the ~~Company,~~Audit Committee of AMMAF
The Audit Committee has ~~adopted this Charter~~discussed with Pricewaterhouse Coopers LLP, the independent registered public accounting firm, the matters required to ~~govern~~be discussed by the ~~activities of the Governance and Nominating Committee (the "Committee") of the Board. This Charter supersedes the Nominating Committee Charter previously~~statement on Auditing Standards No. 61 adopted by the ~~Board. Statement of Purposes~~Public Company Accounting Oversight Board and ~~Responsibilities The purpose~~has received the written disclosures and the letter from Pricewaterhouse Coopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee ~~is to assist~~concerning independence, and has discussed with Pricewaterhouse Coopers LLP their independence.
C-1
The Audit Committee reviews and discusses the ~~Board in carrying out its responsibilities~~audit of AMMAF's financial statements with ~~respect to governance~~fund management and Pricewaterhouse Coopers LLP. If any material concerns arise during the course of the ~~Company~~audit and the ~~selection, nomination, evaluation and compensation of members~~preparation of the audited financial statements mailed to stockholders and included in the AMMAF's Annual Report to Stockholders as filed with the SEC, the Audit Committee would be notified by fund management or the independent registered public accounting firm. The Audit Committee received no such notifications for AMMAF. The Audit Committee has reviewed and discussed the audit of AMMAF's financial statements with fund management and Pricewaterhouse Coopers LLP, and recommended to the AMMAF Board that AMMAF's audited financial statements for the fiscal year ended March 31, 2018 be included in ~~accordance with applicable laws, regulations, stock exchange requirements and industry best practices. The primary responsibilities~~its Annual Report to Stockholders.
Lawrence D. Haber, Chair of the Audit Committee are: . to monitor and evaluate industry and legal developments affecting corporate governance and recommend from time to time appropriate policies and procedures for adoption by the Board; . to monitor, evaluate and make recommendations to the Board with respect to the structure, size and functioning
Jeanette Loeb, Member of the ~~Board and its committees; . to identify, consider and recommend to the Board for nomination and re-nomination individuals who are qualified to become and continue as members~~Audit Committee
Carter F. "Terry" Wolfe, Member of the ~~Board or its committees, and to propose qualifications, policies and procedures relating thereto, including modifications to those set~~Audit Committee
Independent Auditor's Fees
The following table sets forth the aggregate fees billed by each Fund's independent registered public accounting firm identified above, for each Fund's last two fiscal years for professional services rendered for: (i) the audit of the Fund's annual financial statements included in the ~~Company's Bylaws, resolutions of the Board~~Fund's annual report to stockholders; (ii) assurance and ~~this Charter; .~~related services that are reasonably related to ~~assist the Board in establishing standards and policies for continuing Board membership and procedures for the evaluation of~~ the performance of the ~~Board~~audit of the Fund's financial statements and ~~its committees; .~~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 ~~make recommendations~~preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation. The following table also shows aggregate non-audit services provided to the ~~Board regarding compensation of Board~~Fund, the Adviser and ~~committee members and staffing for Board and committee chairmen; and . review and recommend~~entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the ~~Board appropriate insurance coverage. Organization~~Fund.
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Bond Fund, Inc.
AB All Market Real Return Portfolio
2016

$79,481
$28

$38,778

$474,626

$38,806
$(28)
$(38,778)
2017

$79,481 $47 $40,467 $763,629
$40,514
$(47)
$(40,467)
C-2
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Bond Inflation Strategy
2016

$86,472

$16

$18,359

$454,195

$18,375
$(16)
$(18,359)
2017

$86,472 $60 $19,256 $742,431
$19,316
$(60)
$(19,256)
AB FlexFee High Yield Portfolio
August 2016

$114,070

—

$30,973

$288,518
$30,973
—
$30,973
October 2016

$96,960 $11,000 $32,648 $479,468
$43,648
$(11,000)
$(32,648)
2017

$114,071
—

$35,656 $758,771
$35,656
—
$(35,656)
AB FlexFee International Bond Portfolio 2016 — — — — —
2017 $26,722 — $18,003 $741,118
$18,003
—
$(18,003)
AB Income Fund
2016

$111,185

$3,165

$32,435

$471,420

$35,600
$(3,165)
$(32,435)
2017

$111,185 $158
$27,883

$751,156
$28,041
$(158)
$(27,883)
C-3
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Intermediate Bond Portfolio
2016

$75,281

$17

$18,753

$454,590

$18,770
$(17)
$(18,753)
2017

$75,281
$45

$19,210
$742,370

$19,255
$(45)
$(19,210)
AB Limited Duration High Income Portfolio
2016

$111,484 $15 $24,274 $384,419
$24,289
$(15)
$(24,274)
2017

$111,484 $25 $24,791 $654,271
$24,816
$(25)
$(24,791)
AB Municipal Bond Inflation Strategy
2016

$66,207

$36

$18,042

$453,898

$18,078
$(36)
$(18,042)
2017

$66,207 $113 $17,886 $741,114
$17,999
$(113)
$(17,886)
AB Tax-Aware Fixed Income Portfolio
2016

$36,060

—

$23,493

$459,313
$23,493
—
$(23,493)
2017

$36,060 — $23,996 $747,111
$23,996
—
$(23,996)
C-4
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Cap Fund, Inc.
AB All China Equity Portfolio N/A N/A N/A N/A N/A N/A
AB All Market Alternative Return Portfolio 2016 $68,776 — $20,883 $456,703
$20,883
—
$(20,883)
2017 $68,776 — $35,829 $758,944
$35,829
—
$(35,829)
AB All Market Income Portfolio 2016 $84,412 — $29,066 $435,516
$29,066
—
$(29,066)
2017 $84,412 — $31,903 $755,018
$31,903
—
$(31,903)
AB Concentrated Growth Fund 2016 $21,212 $17 $18,481 $488,611
$18,481
—
$(18,481)
2017 $21,212 $26
$14,425

$543,356

$14,451
$(26)
$(14,425)
AB Concentrated International Growth Portfolio 2016 $25,735 — $15,619 $485,749
$15,619
—
$(15,619)
2017 $25,735 $2,500 $12,758 $544,163
$15,258
$(2,500)
$(12,758)
C-5
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Emerging Markets Core Portfolio 2016 $31,444 — $6,339 $476,469
$6,339
—
$(6,339)
2017 $41,925 — $21,128 $550,033
$21,128
—
$(21,128)
AB Emerging Markets Multi-Asset Portfolio 2016 $57,769 — $27,688 $705,978
$27,688
—
$(27,688)
2017 $57,769 $8 $41,184 $781,607
$41,192
$(8)
$(41,184)
AB FlexFee Core Opportunities Portfolio 2016 — — — — —
2017 $28,481 — $12,691 $735,806
$12,691
—
$(12,691)
AB FlexFee Emerging Markets Growth Portfolio 2016 $41,926 — $21,888 $492,018
$21,888
—
$(21,888)
June 2017 $41,926 $3,000 $24,537 $556,442
$27,537
$(3,000)
$(24,537)
December 2017 $35,637 — $9,536 $732,651
$9,536
—
$(9,536)
AB FlexFee International Strategic Core Portfolio 2016 — — — — —
2017 $34,990 — $15,208 $738,323
$15,208
—
$(15,208)
C-6
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 FlexFee Large Cap Growth Portfolio 2016 — — — — —
2017 $28,481 — $11,196 $734,311
$11,196
—
$(11,196)
AB FlexFee US Thematic Portfolio 2016 — — — — —
2017 $28,481 — $12,691 $735,806
$12,691
—
$(12,691)
AB Global Core Equity Portfolio 2016 $41,926 $8 $19,459 $489,589
$19,459
—
$(19,459)
2017 $41,926 $19 $24,144 $553,049
$24,163
$(19)
$(24,144)
AB International Strategic Core Portfolio 2016 $31,746 — $15,208 $485,338
$15,208
—
$(15,208)
2017 $42,328 — $11,491 $540,396
$11,491
—
$(11,491)
AB Multi-Manager Select Retirement Allocation Fund 2016 $22,235 — $14,736 $322,281
$14,736
—
$(14,736)
2017 $22,235 — $15,009 $543,914
$15,009
—
$(15,009)
C-7
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Multi-Manager Select 2010 Fund 2016 $19,911 — $14,736 $322,303
$14,758
—
$(14,758)
2017 $19,911 — $15,127 $544,032
$15,127
—
$(15,127)
AB Multi-Manager Select 2015 Fund 2016 $18,130 — $14,758 $322,308
$14,763
—
$(14,763)
2017 $18,130 — $15,127 $544,032
$15,127
—
$(15,127)
AB Multi-Manager Select 2020 Fund 2016 $18,130 —   $14,758 $322,303
$14,758
—
$(14,758)
2017 $18,130 $7 $15,127 $544,039
$15,134
$(7)
$(15,127)
AB Multi-Manager Select 2025 Fund 2016 $18,130 — $14,763 $322,188
$14,643
—
$(14,643)
2017 $18,130 $9 $15,127 $544,041
$15,136
$(9)
$(15,127)
C-8
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Multi-Manager Select 2030 Fund 2016 $18,130 — $14,758 $322,188
$14,643
—
$(14,643)
2017 $18,130 $7 $15,127 $544,039
$15,134
$(7)
$(15,127)
AB Multi-Manager Select 2035 Fund 2016 $18,130 — $14,758 $322,303
$14,758
—
$(14,758)
2017 $18,130 $6 $15,127 $544,038
$15,133
$(6)
$(15,127)
AB Multi-Manager Select 2040 Fund 2016 $18,130 — $14,643 $322,188
$14,643
—
$(14,643)
2017 $18,130 — $15,127 $544,032
$15,127
—
$(15,127)
AB Multi-Manager Select 2045 Fund 2016 $18,130 — $14,643 $322,188
$14,643
—
$(14,643)
2017 $18,130 — $15,127 $544,032
$15,127
—
$(15,127)
C-9
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Multi-Manager Select 2050 Fund 2016 $19,911 — $14,643 $322,188
$14,643
—
$(14,643)
2017 $19,911 — $15,127 $544,032
$15,127
—
$(15,127)
AB Multi-Manager Select 2055 Fund 2016 $19,911 — $14,643 $322,188
$14,643
—
$(14,643)
2017 $19,911 — $15,127 $544,032
$15,127
—
$(15,127)
AB Select US Equity Portfolio 2016 $31,889 $15 $20,816 $490,946
$20,816
—
$(20,816)
2017 $31,889 $20 $19,258 $548,183
$19,278
$(20)
$(19,258)
AB Select US Long/Short Portfolio 2016 $36,098 $62 $16,618 $486,748
$16,618
—
$(16,618)
2017 $36,098 $66 $20,455 $549,360
$20,455
—
$(20,455)
C-10
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Small Cap Growth Portfolio 2016 $32,375 — $19,963 $327,508
$19,963
—
$(19,963)
2017 $32,375 $83 $20,461 $549,449
$20,544
$(83)
$(20,461)
AB Small Cap Value Portfolio 2016 $31,404 — $24,686 $431,136
$24,686
—
$(24,686)
2017 $31,404 $29 $25,678 $748,821
$25,706
$(29)
$(25,678)
AB Core Opportunities Fund, Inc. 2016 $34,318 $9 $21,897 $428,355
$21,905
$(9)
$(21,897)
2017 $34,318 $48 $22,423 $745,586
$22,471
$(48)
$(22,423)
AB Corporate Shares
AB Corporate Income Shares 2017 $32,537 — $17,885 $613,175
$17,885
—
$(17,885)
2018 $32,537 — $23,125 $849,815
$23,125—
$(23,125)
AB Impact Municipal Income Shares 2017 — — — — —
2018 $22,298 — $10,235 $836,925
$10,235
—
$(10,235)
C-11
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Income Shares N/A N/A N/A N/A N/A N/A
AB Municipal Income Shares 2017 $45,353 — $17,572 $612,862
$17,572
—
$(17,572)
2018 $45,353 — $24,667 $851,357
$24,667
—
$(24,667)
AB Taxable Multi-Sector Income Shares 2017 $36,041 — $18,282 $613,572
$18,282
—
$(18,282)
2018 $36,041 — $23,343 $850,033
$23,343—
$(23,343)
AB Discovery Growth Fund, Inc. 2016 $32,861 — $20,481 $410,611
$20,481
—
$(20,481)
2017 $32,861 $137 $20,459 $549,502
$20,597
$(137)
$(20,459)
AB Equity Income Fund, Inc. 2016 $38,527 — $25,958 $432,408
$25,958
—
$(25,958)
2017 $38,527 $93 $19,637 $742,846
$19,731
$(93)
$(19,637)
C-12
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Fixed-Income Shares, Inc.
AB Government Money Market Portfolio 2017 $28,814 $2,367 $17,874 $615,531
$20,241
$(2,367)
$(17,874)
2018 $28,814 $8,065 $31,540 $866,295
$39,605
$(8,065)
$(31,540)
AB Global Bond Fund, Inc. 2016 $102,815 $251 $30,305 $390,686
$30,556
$(251)
$(30,305)
2017 $102,815 $860 $30,457 $660,772
$31,317
$(860)
$(30,457)
AB Global Real Estate Investment Fund, Inc. 2016 47,592 8 34,634 441,092
34,642
(8)
(34,634)
2017 47,592 20 38,055 761,190
38,075
(20)
(38,055)
AB Global Risk Allocation Fund, Inc. 2016 $99,392 $15 $46,007 $ 452,472
$46,022
$(15)
$(46,007)
2017 $99,392 $38 $51,990 $775,143
$52,028
$(38)
$(51,990)
C-13
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 High Income Fund, Inc. 2016 $161,146 $327 $30,845 $466,991
$31,172
$(327)
$(30,845)
2017 $161,146 $1,057 $28,929 $753,101
$29,986
$(1,057)
$(28,929)
AB Institutional Funds, Inc.
AB Global Real Estate Investment Fund II 2016 $48,563 $17 $34,092 $469,928
$34,109
$(17)
$(34,092)
2017 $48,568 $40 $34,662 $757,817
$34,702
$(40)
$(34,662)
AB Large Cap Growth Fund, Inc. 2016 $32,375 — $20,367 $327,912
$20,367
--
$(20,367)
2017 $32,375 $314 $17,780 $546,999
$18,094
$(314)
$(17,780)
AB Multi-Manager Alternative Fund 2016 $58,500 — $38,750 $9,638,245
$38,750
--
$ (38,750)
2017 $58,500 -- $44,600 $9,626,139
$44,600
--
$(44,600)
C-14
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Municipal Income Fund, Inc.
AB California Portfolio 2016 $37,288 -- $23,543 $406,088
$23,543
--
$(23,543)
2017 $37,288 $33 $21,968 $617,291
$22,001
$(33)
$(21,968)
AB High Income Municipal Portfolio 2016 $46,438 -- $23,543 $406,088
$23,543
--
$(23,543)
2017 $46,438 $120 $21,968 $617,378
$22,088
$(120)
$(21,968)
AB National Portfolio 2016 $38,664 -- $23,543 $406,088
$23,543
--
$(23,543)
2017 $38,664 $61 $21,968 $617,319
$22,029
$(61)
$(21,968)
AB New York Portfolio 2016 $38,664 -- $23,543 $406,088
$23,543
--
$(23,543)
2017 $38,664 $29 $24,468 $619,787
$24,497
$(29)
$(24,468)
C-15
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Municipal Income Fund II
AB Arizona Portfolio 2016 $28,895 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $28,895 $7 $21,696 $616,993
$21,703
$(7)
$(21,696)
AB Massachusetts Portfolio 2016 $30,781 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $30,781 $12 $21,696 $616,998
$21,708
$(12)
$(21,696)
AB Minnesota Portfolio 2016 $30,781 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $30,781 — $21,696 $599,850
$21,696
—
$(21,696)
AB New Jersey Portfolio 2016 $30,781 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $30,781 $6 $21,696 $616,992
$21,702
$(6)
$(21,696)
C-16
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Ohio Portfolio 2016 $30,781 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $30,781 $6 $21,696 $616,992
$21,702
$(6)
$(21,696)
AB Pennsylvania Portfolio 2016 $28,895 — $22,780 $426,525
$22,780
—
$(22,780)
2017 $28,895 — $21,696 $616,986
$21,696
—
$(21,696)
AB Virginia Portfolio 2016 $30,781 — $22,780 $426,525
$22,780
—
$ (22,780)
2017 $30,781 $12 $21,696 $616,998
$21,708
$(12)
$(21,696)
AB Relative Value Fund, Inc. 2016 $34,318 $5,077 $21,825 $462,722
$26,902
$(5,077)
$(21,825)
2017 $34,318 $3,210 $22,447 $748,773
$25,658
$(3,210)
$(22,447)
C-17
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Sustainable Global Thematic Fund, Inc. 2016 $44,490 — $27,702 $335,247
$27,702
—
$(27,702)
2017 $44,490 $49 $27,125 $556,079
$27,174
$(49)
$(27,125)
AB Sustainable International Thematic Fund, Inc. 2016 $44,490 — $24,961 $412,506
$24,961
—
$(24,961)
2017 $44,490 $21 $25,042 $553,968
$25,063
$(21)
$(25,042)
AB Trust
AB Discovery Value Fund 2016 $38,527 $115 $27,996 $434,561
$28,111
$(115)
$(27,996)
2017 $38,527 $352 $25,249 $748,716
$25,601
$(352)
$(25,249)
AB International Value Fund 2016 $43,383 $15 $36,024 $442,489
$36,039
$(15)
$(36,024)
2017 $43,383 $36 $28,120 $751,271
$28,156
$(36)
$(28,120)
C-18
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Value Fund 2016 $33,832 $19 $18,955 $425,424
$18,974
$(19)
$(18,955)
2017 $33,832 $53 $19,411 $742,579
$19,464
$(53)
$(19,411)
AB Unconstrained Bond Fund, Inc. 2016 $107,809 $16 $27,772 $463,608
$27,788
$(16)
$(27,772)
2017 $107,809 $41 $29,902 $753,058
$29,943
$(41)
$(29,902)
AB Variable Products Series Fund, Inc.
AB Balanced Wealth Strategy Portfolio 2016 $72,197 — $32,868 $439,318
$32,868
—
$(32,868)
2017 $72,197 $45 $20,394 $743,554
$20,439
$(45)
$(20,394)
AB Dynamic Asset Allocation Portfolio 2016 $85,147 — $24,683 $431,133
$24,683
—
$(24,683)
2017 $85,147 $93 $24,471 $747,679
$24,564
$(93)
$(24,471)
C-19
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Global Thematic Growth Portfolio 2016 $41,926 — $21,746 $428,196
$21,746
—
$(21,746)
2017 $41,926 $22 $10,459 $733,596
$10,481
$(22)
$(10,459)
AB Growth Portfolio 2016 $31,404 — $9,796 $416,246
$9,796
—
$(9,796)
2017 $31,404 — $8,888 $732,003
$8,888
—
$(8,888)
AB Growth and Income Portfolio 2016 $31,404 — $10,520 $416,970
$10,520
—
$(10,520)
2017 $31,404 $246 $13,642 $737,003
$13,888
$(246)
$(13,642)
AB Intermediate Bond Portfolio 2016 $67,988 — $10,871 $417,321
$10,871
—
$(10,871)
2017 $67,988 — $10,055 $733,170
$10,055
—
$(10,055)
C-20
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 International Growth Portfolio 2016 $41,926 — $29,222 $435,672
$29,222
—
$(29,222)
2017 $41,926 $5 $13,972 $737,092
$13,977
$(5)
$(13,972)
AB International Value Portfolio 2016 $41,926 — $28,088 $434,538
$28,088
—
$(28,088)
2017 $41,926 $70 $13,396 $736,581
$13,466
$(70)
$(13,396)
AB Large Cap Growth Portfolio 2016 $31,404 — $8,723 $415,173
$8,723
—
$(8,723)
2017 $31,404 $70 $8,950 $732,135
$9,020
$(70)
$ (8,950)
AB Real Estate Investment Portfolio 2016 $35,613 — $18,325 $424,775
$18,325
—
$(18,325)
2017 $35,613 — $17,016 $740,131
$17,016
—
$(17,016)
C-21
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Small Cap Growth Portfolio 2016 $31,404 — $8,669 $415,119
$8,669
—
(8,669)
2017 $31,404 — $8,906 $732,021
$8,906
—
$(8,906)
AB Small-Mid Cap Value Portfolio 2016 $35,613 — $16,559 $423,009
$16,559
—
$(16,559)
2017 $35,613 $108 $13,357 $736,580
$13,465
$(108)
$(13,357)
AB Value Portfolio 2016 $31,404 — $9,735 $416,185
$9,735
—
$(9,735)
2017 $31,404 $10 $9,902 $733,027
$9,912
$(10)
$(9,902)
AB Global Risk Allocation – Moderate Portfolio 2016 $36,029 — $8,573 $414,286
$8,573
—
$(8,573)
2017 $36,029 $19 $10,187 $732,474
$10,206
$(19)
$(10,187)
C-22
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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)
Alliance California Municipal Income Fund, Inc. 2016 $42,412 $18,591 $18,014 $472,425
$36,605
$(18,591)
$(18,014)
2017 $42,412 $8,003 $18,384 $749,502
$26,387
$(8,003)
$(18,384)
AllianceBernstein Global High Income Fund, Inc. 2016 $154,767 $2,056 $30,637 $710,983
$32,693
$(2,056)
$(30,637)
2017 $154,767 $8,000 $29,601 $778,016
$37,601
$(8,000)
$(29,601)
AllianceBernstein National Municipal Income Fund, Inc. 2016 $42,412 $18,609 $18,014 $472,443
$36,623
$(18,609)
$(18,014)
2017 $42,412 $8,010 $18,014 $749,509
$26,394
$(8,010)
$(18,384)
The AB Portfolios
AB All Market Total Return Portfolio 2016 $20,720 — $17,464 $275,009
$17,464
—
$(17,464)
2017 $60,146 $2,626 $19,959 $611,490
$22,585
$(2,626)
$(19,959)
C-23
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Conservative Wealth Strategy 2016 $20,720 — $17,427 $274,972
$17,427
—
$(17,427)
2017 $49,146 $5,366 $19,959 $614,230
$25,325
$(5,366)
$(19,959)
AB Growth Fund 2016 $32,375   — $18,380 $408,510
$18,380
—
$(18,380)
2017 $32,375   $52 $15,414 $544,371
$15,466
$(52)
$(15,414)
AB Tax-Managed All Market Income Portfolio 2016 $49,146 — $29,571 $287,116
$29,571
—
$(29,571)
2017 $49,146 $2,517 $32,459 $623,881
$34,976
$(2,517)
$(32,459)
AB Tax-Managed Wealth Appreciation Strategy 2016 $42,593 — $27,160 $284,705
$27,160
—
$(27,160)
2017 $42,593 $1,424 $27,892 $618,221
$29,316
$(1,424)
$(27,892)
C-24
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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 Wealth Appreciation Strategy 2016 $20,720 — $17,479 $275,024
$17,479
—
$(17,479)
2017 $42,593 $1,510 $22,269 $612,684
$23,779
$(1,510)
$(22,269)
Bernstein Fund, Inc. 2016 $8,000 — $2,041 $9,255,652
$2,041
—
$(2,041)
2017 $53,775 — $71,002 $10,043,021
$71,002
—
$(71,002)
Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 2016 $33,966 _— $15,060 $9,268,671
$15,060
—
$(15,060)
2017 $35,526 _— $15,350 $9,987,369
$15,350
—
$(15,350)
Diversified Municipal Portfolio 2016 $131,272 _— $54,517 $9,308,129
$54,517
—
$(54,517)
2017 $138,569 _— $64,176 $10,036,195
$64,176
—
$(64,176)
C-25
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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)
Emerging Markets Portfolio 2016 $28,197 _— $17,870 $9,271,481
$17,870
—
$(17,870)
2017 $29,774 _— $38,189 $10,010,208
$38,189
$(38,189)
Intermediate Duration Portfolio 2016 $87,873 _— $39,058 $9,292,669
$39,058
—
$(39,058)
2017 $85,044 _— $42,712 $10,014,731
$42,712
—
$(42,712)
New York Municipal Portfolio 2016 $44,393 _— $19,309 $9,272,920
$19,309
—
$(19,309)
2017 $46,265 _— $20,400 $9,992,419
$20,400
—
$(20,400)
International Portfolio 2016 $45,751 _— $30,550 $9,284,161
$30,550
$(30,550)
2017 $41,801 _— $19,852 $9,991,871
$19,852
$(19,852)
Overlay A Portfolio 2016 $67,266 — $77,660 $9,331,271
$77,660
—
$(77,660)
2017 $69,244 — $67,550 $10,039,569
$67,550
—
$(67,550)
C-26
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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)
Overlay B Portfolio 2016 $67,266 — $46,762 $9,300,373
$46,762
—
$(46,762)
2017 $69,244 — $50,016 $10,022,034
$50,016
—
$(50,016)
Short Duration Diversified Municipal Portfolio 2016 $4,832 — $6,125 $9,259,736
$6,125
—
$(6,125)
2017 $3,728 — $4,060 $9,976,079
$4,060
—
$(4,060)
Short Duration Plus Portfolio 2016 $16,422 — $6,689 $9,260,301
$6,689
—
$(6,689)
2017 $17,826 — $5,906 $9,977,925
$5,906
—
$(5,906)
Tax-Aware Overlay A Portfolio 2016 $55,036 — $76,866 $9,330,477
$76,866
—
$(76,866)
2017 $56,655 — $67,547 $10,039,566
$67,547
—
$(67,547)
Tax-Aware Overlay B Portfolio 2016 $55,036 — $48,800 $9,302,411
$48,800
—
$(48,800)
2017 $56,655 — $49,648 $10,021,667
$49,648
—
$(49,648)
C-27
Fund Fiscal Year Audit Fees Audit-Related Fees Tax Fees 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)
Tax-Aware Overlay C Portfolio 2016 $55,036 — $48,360 $9,301,972
$48,360
—
$(48,360)
2017 $56,655 — $49,648 $10,021,667
$49,648
—
$(49,648)
Tax-Aware Overlay N Portfolio 2016 $55,036 — $48,325 $9,301,936
$48,325
—
$(48,325)
2017 $56,655 — $49,648 $10,021,667
$49,648
—
$(49,648)
Tax-Managed International Portfolio 2016 $99,505 — $55,554 $9,309,165
$55,554
—
$(55,554)
2017 $87,632 — $41,351 $10,013,370
$41,351
$(41,351)
Sanford C. Bernstein Fund II, Inc.
Bernstein Intermediate Duration Institutional Portfolio 2016 $82,710 -- $19,764 $379,894
$19,764
—
$(19,764)
2017 $82,710 -- $19,711 $649,166
$19,711
—
$(19,711)
C-28
Beginning with audit and ~~Operation The~~non-audit service contracts entered into on or after May 6, 2003, the applicable Fund's Audit Committee ~~shall be composed~~policies and procedures require the pre-approval of ~~as many members as~~all audit and non-audit services provided to the ~~Board shall determine in accordance with~~Fund by the ~~Company's Bylaws, but in any event not less than two. The~~Fund's independent registered public accounting firm. Each Fund's Audit Committee ~~must consist entirely~~policies and procedures also require pre-approval of ~~Board members who~~all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are ~~not "interested persons"~~directly related to the operations or financial reporting of the ~~Company ("Independent Directors"),~~Fund.
All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees are for services pre-approved by the applicable Fund's Audit Committee.
Each Audit Committee 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.
C-29
APPENDIX D – FORMS OF PROPOSED AGREEMENTS
The forms of Proposed Agreements discussed in this Proxy Statement appear below. A form of Proposed Agreement is provided for multiple Funds in instances in which the Current Agreements do not differ materially.
FORM OF INVESTMENT ADVISORY CONTRACT
[ABF, ABT, ACOF, AEIF, AFIS, AGBF, AGREIF, AGRAF, AHIF, AInstF,
ALCGF, AMIF, AMIF II, ARVF, ASGTF, ASITF, AUBF, AVP and SCB II]
1345 Avenue of the Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as ~~defined in Section 2(a)(19) of~~follows:
1. We are an open-end, diversified management investment company registered under the Investment Company Act of 1940 (the ~~"1940 Act"~~"Act"). We are currently authorized to issue [__] portfolios of shares and our Directors are authorized to reclassify and issue any unissued shares to any number of additional classes or series (Portfolios) each having its own investment objective, policies and restrictions, all as more fully described in the Prospectuses and the Statements of Additional Information constituting parts of the Registration Statement filed on our behalf under the Securities Act of 1933 and the Act. We are engaged in the business of investing and reinvesting our assets in securities of the type and in accordance with the limitations specified in our Articles of Incorporation, By-Laws, Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Act, and any representations made in our Prospectuses and Statements of Additional Information, all in such manner and to such extent as may from time to time be authorized by our Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2.        (a) We hereby employ you to manage the investment and reinvestment of the assets in each of our Portfolios as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b) You will make decisions with respect to all purchases and sales of securities in each of our Portfolios. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of our assets. In all purchases, sales and other transactions in securities in each of our Portfolios you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.
D-1
(c)        You will report to our Directors at each meeting thereof all changes in each Portfolio since the prior report, and will also keep us in touch with important developments affecting any Portfolio and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in our Portfolios, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to securities in each of our Portfolios as you may believe appropriate or as we reasonably may request. In making such purchases and sales of securities in any of our Portfolios, you will bear in mind the policies set from time to time by our Directors as well as the limitations imposed by our Articles of Incorporation and in our Registration Statement under the Securities Act of 1933 and the Act, the limitations in the Act and of the Internal Revenue Code in respect of regulated investment companies and the investment objective, policies and restrictions for each of our Portfolios.
(d)        It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder, the cost of performance of such duties to be borne and paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this agreement and at our request you will provide to us persons satisfactory to our Directors to serve as our officers. You or your affiliates will also provide persons, who may be our officers, to render such clerical, accounting and other services to us as we may from time to time request of you. Such personnel may be employees of you or your affiliates. We will pay to you or your affiliates the cost of such personnel for rendering such services to us at such rates as shall from time to time be agreed upon between us, provided that all time devoted to the investment or reinvestment of securities in each of our Portfolios shall be for your account. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates (other than us) shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject. You or your affiliates (other than us) shall also be responsible for the payment of any expenses incurred in promoting the sale of our shares (other than the portion of the promotional expenses to be borne by us in accordance with an effective plan pursuant to Rule 12b-1 under the Act and the costs of printing our prospectuses and other reports to shareholders and fees related to registration with the Securities and Exchange Commission and with state regulatory authorities).
3.        [It is further agreed that you will reimburse us for that portion of the ordinary operating expenses of each of our Portfolios (except interest, taxes, brokerage, distribution service fees paid in accordance with an effective plan pursuant to Rule 12b-1 under the Act and extraordinary expenses, all to the extent permitted by applicable state law and regulation) (collectively, "Excludable Expenses") incurred by us which exceeds, as to a Portfolio, the limits applicable to such Portfolio under the laws or regulations of any state in which our shares of such Portfolio are qualified for sale for the prior fiscal year.]
D-2
We hereby confirm that, subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our other expenses including: (a) payment of the fees payable to you under paragraph (5) hereof; (b) custody, transfer, and dividend disbursing expenses; (c) fees of directors who are not your affiliated persons; (d) legal and auditing expenses; (e) clerical, accounting and other office costs; (f) the cost of personnel providing services to us, as provided in subparagraph (d) of paragraph 2 above; (g) costs of printing our prospectuses and shareholder reports; (h) cost of maintenance of corporate existence; (i) interest charges, taxes, brokerage fees and commissions; (j) costs of stationery and supplies; (k) expenses and fees related to registration and filing with the Securities and Exchange Commission and with state regulatory authorities; and (l) such promotional expenses as may be contemplated by an effective plan pursuant to Rule 12b-1 under the Act provided, however, that our payment of such promotional expenses shall be in the amounts, and in accordance with the procedures, set forth in such plan.
4.        We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
5.        In consideration of the foregoing, we will pay you [monthly on the last day of each month] with respect to the [____________] Portfolio a fee of [__________]; provided, however, that your compensation for the period from the date hereof through the last day of the month in which the effective date hereof occurs shall be prorated according to the proportion which such period bears to such full month, and provided further that upon any termination of this agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to such full month and shall be payable upon the date of termination.
6.        This agreement (i) shall become effective on [_______ __], 2018 and shall remain in effect until [________ __], 2019 in the case of the [__________] Portfolio, and (ii) shall continue in effect thereafter with respect to each Portfolio so long as its continuance is specifically approved at least annually by our Directors or by majority vote of the holders of our outstanding voting securities (as so defined) of such Portfolio, and, in either case, by a majority of our Directors who are not parties to this agreement or interested persons, as defined in the Act, of any such party (other than as Directors of the Fund) provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, you may continue to render to such Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated with respect to any Portfolio at any time, without the payment of any penalty, by vote of a majority of the outstanding voting securities (as so defined) of such Portfolio, or by a vote of a majority of our Directors on 60 days' written notice to you, or by you with respect to any Portfolio on 60 days' written notice to us.
D-3
7.        [This Agreement shall not be amended as to any Portfolio unless such amendment is approved by vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of our Directors who are not parties to this Agreement or interested persons, as defined in the Act, of any party to this Agreement (other than as our Directors), and, if required by law, by vote of a majority of the outstanding voting securities (as defined in the Act) of such Portfolio. Shareholders of a Portfolio not affected by any such amendment shall have no right to participate in any such vote.]
8.       This agreement may not be transferred, assigned, sold or in any matter hypothecated or pledged by you and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The terms "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.
9. (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the directors of AllianceBernstein Corporation, general partner, who may also be a director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.
(b)        You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
10.       [If you cease to act as our investment adviser, or, in any event, if you so request in writing, we agree to take all necessary action to change our name to a name not including the terms "Alliance", "Bernstein" or "AB". You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the term "Alliance", "Bernstein" or "AB" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and you shall have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.]
11.        [This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Act.]
12.        [This Agreement embodies that entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors. For the avoidance of doubt, this Agreement does not, and is not intended to, confer any rights, privileges, claims or remedies upon any person other than the parties and their respective successors.]
D-4
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
[Fund Name]
By:
Name:
Title:
Agreed to and accepted [_________ __], 2018.
AllianceBernstein L.P.
By:
Name:
Title:
D-5
FORM OF INVESTMENT ADVISORY CONTRACT
[ACMIF and ANMIF]
1345 Avenue Of The Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We, the undersigned [Fund Name], herewith confirm our agreement with you as follows:
1.       We are a closed-end, diversified management investment company registered under the Investment Company Act of 1940 (the "Act"). We propose to engage in the business of investing and reinvesting our assets in securities ("the portfolio assets") of the type and in accordance with the limitations specified in our Charter, By-Laws, Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Act, and any representations made in our prospectus, all in such manner and to such extent as may from time to time be authorized by our Board of Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and reinvestment of the portfolio assets as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b)       You will make decisions with respect to all purchases and sales of the portfolio assets. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of the portfolio assets. In all purchases, sales and other transactions in the portfolio assets you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sale or other transactions.
(c)       You will report to our Board of Directors at each meeting thereof all changes in the portfolio assets since the prior report, and will also keep us in touch with important developments affecting the portfolio assets and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual issuers whose securities are included in our portfolio, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to the portfolio assets as you may believe appropriate or as we reasonably may request. In making such purchases and sales of the portfolio assets, you will bear in mind the policies set from time to time by our Board of Directors as well as the limitations imposed by our Articles of Incorporation and in our Registration Statement under the Act and the Securities Act of 1933, the limitations in the Act and of the Internal Revenue Code of 1986 in respect of regulated investment companies and the investment objectives, policies and practices, including restrictions, applied to our portfolio.
D-6
(d)       It is understood that you will (i) provide us with the services of persons competent to perform such administrative and clerical functions as are necessary to provide effective administration of our corporation, including maintaining certain books and records, such as journals, ledger accounts and other records described in Rule 31a-1 under the Act, initiating all money transfers from us to our custodians and from our account to appropriate customer accounts, and reconciling account information and balances among our custodians and registrar, transfer and dividend disbursing agent; (ii) oversee the performance of administrative services rendered to us by others, including our custodians and registrar, transfer and dividend disbursing agent; (iii) provide us with adequate office space and facilities; (iv) prepare financial information for the periodic updating of our registration statements and for our proxy statements; (v) prepare our tax returns, reports to our shareholders, and periodic reports to the Securities and Exchange Commission; (vi) calculate the net asset value of our shares of common stock; and (vii) perform such other administrative services for us as may be reasonably requested by us. It is also understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder, the cost of performance of such duties to be borne and paid by you. During the continuance of this agreement at our request you will provide us persons satisfactory to our Board of Directors to serve as our officers. You or your affiliates will also provide persons, who may be our officers, to render such clerical, accounting and other services to us as we may from time to time request of you. Such personnel may be employees of you or your affiliates. We will pay to you or your affiliates the cost of such personnel for rendering the services to us, provided that all time devoted to the investment or reinvestment of the portfolio assets shall be for your account. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject.
3.       We hereby confirm that, subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our other expenses, including: (a) payment of the fee payable to you under paragraph 5 hereof; (b) brokerage and commission expenses; (c) Federal, state, local and foreign taxes, including issue and transfer taxes, incurred by or levied on us; (d) interest charges on borrowings; (e) our organizational and offering expenses, whether or not advanced by you; (f) the cost of personnel providing services to us, as provided in paragraph 2(d) above; (g) fees and expenses of registering our shares under the appropriate federal securities laws and of qualifying our shares under applicable state securities laws; (h) fees and expenses of listing and maintaining the listing of our shares on any national securities exchange; (i) costs of maintaining our existence as a Maryland corporation and our authority to do business in New York; (j) expenses of printing and distributing our prospectus and reports to shareholders; (k) costs of proxy solicitation; (l) charges and expenses of our custodians and registrar, transfer and dividend disbursing agent; (m) compensation of our Directors who are not your affiliated persons; (n) legal and auditing expenses; (o) the cost of stock certificates representing shares of our common stock; (p) clerical, accounting and other office costs and costs of stationery and supplies.
4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
D-7
5.       In consideration of the foregoing we will pay you a monthly fee at an annualized rate of [_____]% of our average daily net assets. Your compensation for the period from the date hereof through the last day of the month of the effective date hereof will be prorated based on the proportion that such period bears to the full month. In the event of any termination of this Agreement, your compensation will be calculated on the basis of a period ending on the last day on which this Agreement is in effect, subject to proration based on the number of days elapsed in the current period as a percentage of the total number of days in such period.
6.       This agreement shall become effective on the date hereof and shall continue for an initial term ending one year from the date hereof and may continue in effect thereafter provided that such continuance is specifically approved at least annually by our Board of Directors or by majority vote of the holders of our outstanding voting securities (as defined in the Act), and in either case, by a majority of our Board of Directors who are not interested persons, as defined in the Act, of any party to this agreement (other than as Directors of our corporation), provided further, however, that if the continuation of this agreement is not approved, you may continue to render the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of our outstanding voting securities (as so defined), or by a vote of our Board of Directors on 60 days written notice to you, or by you on 60 days written notice to us.
7.       This agreement may not be assigned by you and this agreement shall terminate automatically in the event of any such assignment by you. The term "assignment" as used in this paragraph shall have the meanings ascribed thereto by the Act and any regulations or interpretations of the Commission thereunder.
8.       (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the officers or directors of AllianceBernstein Corporation, your general partner, who may also be a Director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render service of any kind to any other trust, corporation, firm, individual or association.
(b) You will notify us of any change in the general partner of your partnership within a reasonable time after such change.
9.       If you cease to act as our investment adviser, or, in any event, if you so request in writing, we agree to take all necessary action to change our name to a name not including the term "Alliance" or "Bernstein. You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the term "Alliance" or "Bernstein" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and you shall have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.
10.       This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Act.
D-8
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
[FUND NAME]
By:
Name:
Title:
Agreed to and accepted
as of the date first set forth above.
ALLLIANCEBERNSTEIN L.P.
By:
Name:
Title:
D-9
FORM OF ADVISORY CONTRACT
[AGHIF]
1345 Avenue Of The Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We, the undersigned AllianceBernstein Global High Income Fund, Inc., herewith confirm our agreement with you as follows:
1.       We are a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940 (the "Act"). We propose to engage in the business of investing and reinvesting our assets in securities ("the portfolio assets") of the type and in accordance with the limitations specified in our Articles of Incorporation, Bylaws, Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Act, and any representations made in our prospectus, all in such manner and to such extent as may from time to time be authorized by our Board of Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and reinvestment of the portfolio assets as above specified and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b)       You will make decisions with respect to all purchases and sales of the portfolio assets. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of the portfolio assets. In all purchases, sales and other transactions in the portfolio assets you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.
(c)       You will report to our Board of Directors at each meeting thereof all changes in the portfolio assets since the prior report, and will also keep us in touch with important developments affecting the portfolio assets and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual issuers whose securities are included in our portfolio, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to the portfolio assets as you may believe appropriate or as we reasonably may request. In making such purchases and sales of the portfolio assets, you will bear in mind the policies set from time to time by our Board of Directors as well as the limitations imposed by our Articles of Incorporation and in our Registration Statement under the Act and the Securities Act of 1933, and the limitations in the Act and of the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies.
D-10
(d)       It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder, the cost of performance of such duties to be borne and paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this agreement at our request you will provide us persons satisfactory to our Board of Directors to serve as our officers. Such personnel may be employees of you or your affiliates. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates (other than us) shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject.
3.       We hereby confirm that, subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our other expenses, including: (a) payment of the fee payable to you under paragraph 5 hereof; (b) brokerage and commission expenses; (c) federal, state, local and foreign taxes, including issue and transfer taxes, incurred by or levied on us; (d) interest charges on borrowings; (e) our organizational and offering expenses, whether or not advanced by you; (f) fees and expenses of registering our shares under the appropriate federal securities laws and of qualifying our shares under applicable state securities laws; (g) fees and expenses of listing and maintaining the listing of our shares on any securities exchange; (h) expenses of printing and distributing reports to shareholders; (i) costs of proxy solicitation; (j) charges and expenses of our administrator, custodians and registrar, and our transfer and dividend paying agent; (k) compensation of our Directors, officers and employees who do not devote any part of their time to your affairs or the affairs of your affiliates other than us; (l) legal and auditing expenses; (m) the cost of stock certificates representing shares of our common stock; and (n) costs of stationery and supplies.
4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
5.       In consideration of the foregoing we will pay you a monthly fee at an annualized rate of 0.90% of our average weekly net assets. For purposes of the calculation of such fee, average weekly net assets shall be determined on the basis of our average net assets for each weekly period (ending on Friday) ending during the month. The net assets for each weekly period are determined by averaging the net assets on the Friday of such weekly period with the net assets on the Friday of the immediately preceding weekly period. When a Friday is not a business day for us, then the calculation will be based on our net assets on the business day immediately preceding such Friday. Such fee shall be payable in arrears on the last day of each calendar month for services performed hereunder during such month. If our initial Registration Statement is declared effective by the Securities and Exchange Commission after the beginning of a month or this agreement terminates prior to the end of a month, such fee shall be prorated according to the proportion which such portion of the month bears to the full month.
D-11
6.       This agreement shall become effective on the date set forth above and shall continue in effect thereafter so long as its continuance is specifically approved at least annually by our Board of Directors or by majority vote of the holders of our outstanding voting securities (as defined in the Act), and in either case, by a majority of our Board of Directors who are not interested persons, as defined in the Act, of any party to this agreement (other than as Directors of our corporation), provided further, however, that if the continuation of this agreement is not approved, you may continue to render the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of our outstanding voting securities (as so defined), or by a vote of our Board of Directors on 60 days written notice to you, or by you on 60 days written notice to us.
7.       This agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by you and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The term "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed hereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.
8.       (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the officers or directors of AllianceBernstein Corporation, your general partner, who may also be a Director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render service of any kind to any other trust, corporation, firm, individual or association.
(b) You will notify us of any change in the general partner of your partnership within a reasonable time after such change.
9.       If you cease to act as our investment adviser, or, in any event, if you so request in writing, we agree to take all necessary action to change our name to a name not including the terms "Alliance" or "Bernstein". You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the term "Alliance" or "Bernstein" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and you shall have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.
D-12
10.       This agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN GLOBAL HIGH
INCOME FUND, INC.
By:
Name:
Title:
Agreed to and accepted
as of the date first set forth above.
ALLLIANCEBERNSTEIN L.P.
By:
Name:
Title:
D-13
FORM OF ADVISORY CONTRACT
[AMMAF]
1345 Avenue of the Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as follows:
1.       We are a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the "Act"). We are engaged in the business of investing and reinvesting our assets in securities of the type and in accordance with the limitations specified in our Declaration of Trust, By-Laws, registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Act, and any representations made in our prospectus, all in such manner and to such extent as may from time to time be authorized by our Board of Trustees. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2.       (a) We hereby employ you to manage the investment and reinvestment of our assets as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b) You will make decisions with respect to all purchases and sales of our portfolio securities. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of our assets. In all purchases, sales and other transactions in our portfolio investments you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. In making such purchases and sales of our portfolio investments, you will bear in mind the policies set from time to time by our Board of Trustees as well as the limitations imposed by our Declaration of Trust and in our Registration Statement under the Act and the Securities Act of 1933, and the limitations of the Act and the Internal Revenue Code of 1986 in respect of regulated investment companies.
(c) You will report to our Board of Trustees at each meeting thereof on the management of our portfolio investments, and will also keep us in touch with important developments affecting such portfolio investments and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual issuers whose securities are included in our portfolio, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to our portfolio investments as you may believe appropriate or as we reasonably may request.
D-14
(d) It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder. During the continuance of this agreement at our request you will provide us at your expense persons satisfactory to our Board of Directors to serve as our officers, and you shall be responsible for the compensation of any of our trustees who devote part of their time to the affairs of you and your affiliates (other than us). Furthermore, you or your affiliates (other than us) shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject. Nothing contained herein shall be construed to limit your right to reimbursement under the Administrative Reimbursement Agreement dated as of the date hereof between us and you (the "Administrative Reimbursement Agreement") with respect to services provided under the Administrative Reimbursement Agreement for which reimbursement has been approved by our Board of Trustees. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties, or to restrict your right to be compensated by us pursuant to separate agreement(s) for providing to us clerical, accounting and other services not specifically addressed herein.
3.       Subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our expenses, including: (a) brokerage and commission expenses; (b) Federal, state, local and foreign taxes, including issue and transfer taxes, incurred by or levied on us; (c) interest charges on borrowings; (d) our organizational and offering expenses, whether or not advanced by you; (e) fees and expenses of registering our shares under the appropriate Federal securities laws and of qualifying our shares under applicable state securities laws; (f) fees and expenses of listing and maintaining the listing of our shares on any national securities exchange; (g) expenses of printing and distributing our prospectuses and reports to shareholders; (h) costs of proxy solicitations; (i) charges and expenses of our administrator(s) (including your charges under the Administrative Reimbursement Agreement), custodian, and transfer and dividend disbursing agent and registrar of shares; (j) compensation of our officers, Trustees and employees who do not devote any part of their time to your affairs or the affairs of your affiliates other than us; (k) legal and auditing expenses; (l) payment of all investment advisory fees (including the fees payable to you hereunder); (m) fee and charges of any third parties providing due diligence reviews of the operations of investment managers of our potential and actual investments and the travel costs of your personnel in connection with such reviews; (n) costs of stationery and supplies; and (o) costs of periodic offers to repurchase our shares.
4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
D-15
5.       In consideration of the foregoing we will pay you a monthly fee at an annual rate of 1.50% of our net assets determined as of the last day of each calendar month, adjusted upward for amounts accepted as subscriptions as of the first day of the subsequent month and adjusted downward for amounts accepted as repurchases as of the first day of the subsequent month. Such fee shall be payable in arrears on the last day of the subsequent calendar month for services performed hereunder during such month. If this agreement becomes effective after the beginning of a month or this agreement terminates prior to the end of a month, such fee shall be prorated according to the proportion which such portion of the month bears to the full month.
6.       This agreement shall become effective on the date hereof and shall continue in force until [_________ __], 2019 and shall continue in effect thereafter provided that such continuance is specifically approved at least annually by our Board of Trustees or by vote of the holders of a majority of our outstanding voting securities (as defined in the Act), and, in either case, by a majority of our Board of Trustees who are not interested persons, as defined in the Act, of any party to this agreement). Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of our outstanding voting securities (as so defined), or by a vote of a majority of our entire Board of Trustees on sixty days' written notice to you, or by you on sixty days' written notice to us.
7.       This agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge. The terms "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed hereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.
8.       (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the officers or directors of AllianceBernstein Corporation, your general partner, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.
(b) You will notify us of any change in general partners of your partnership within a reasonable time after such change.
9.       If you cease to act as our investment adviser, or, in any event, if you so request in writing, we agree to take all necessary action to change our name to a name not including the term "AllianceBernstein". You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the term "AllianceBernstein" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and you shall have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.
D-16
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AB Multi-Manager Alternative Fund
By:
Name:
Title:
Agreed to and accepted [_________ ___], 2018.
AllianceBernstein L.P.
By:
Name:
Title:
D-17
FORM OF INVESTMENT ADVISORY CONTRACT
[All ACF Funds Except the Select Retirement Funds]
1345 Avenue of the Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as follows:
1.       We are currently authorized to issue separate classes of shares and our Board of Directors is authorized to reclassify and issue any unissued shares to any number of additional classes or series (Portfolios) each having its own investment objective, policies and restrictions, all as more fully described in the prospectus and statement of additional information constituting parts of our Registration Statement on Form N-1A filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the "Registration Statement"). We are engaged in the business of investing and reinvesting our capital of each of our Portfolios in securities of the type and in accordance with the limitations specified in our Certificate of Incorporation, By-Laws, Registration Statement, and any representation made in our Prospectus, all in such manner and to such extent as may from time to time be authorized by our Board of Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof. We will also keep you currently advised as to the make-up of the portfolio of securities in each of our Portfolios.
2.       (a) We hereby employ you to advise us in respect of investing and reinvestment of our capital in each of our Portfolios as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b) You on your own motion will advise us whenever in your opinion conditions are such as to make it desirable that a specific security or group of securities be eliminated from the portfolio of securities of a Portfolio or added to it. You will also keep us in touch with important developments affecting any Portfolio and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in our Portfolios, or the industries in which they engage, or the economy generally. Similar information is to be furnished us with reference to securities which you may believe desirable for inclusion in a Portfolio. You will also furnish us with such statistical information with respect to the securities in each of our Portfolios which we may hold or contemplate purchasing as you may believe appropriate or as we reasonably may request. In advising us, you will bear in mind the limitations imposed by our Certificate of Incorporation and statement of policy included in our Registration Statement and the limitations in the Investment Company Act and of the Internal Revenue Code in respect of regulated investment companies for each of our Portfolios.
D-18
(c) It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of this contract, the compensation of such persons to be paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this agreement you will provide persons satisfactory to our Board of Directors to serve as our officers. You or your affiliates will also provide persons, who may be our officers, to render such clerical, accounting, administrative and other services to us as we may from time to time request of you. Such personnel may be employees of you and your affiliates. We will pay to you or your affiliates the cost of such personnel for rendering such services to us at such rates as shall from time to time be agreed upon between us, provided that all time devoted to the investment or reinvestment of securities in each of our Portfolios shall be for your account. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates (other than us) shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject.
3.       It is further agreed that, except as provided in paragraph 2(c) hereof, you shall be responsible for the following expenses incurred by us during each year or portion thereof that this agreement is in effect between us: (i) the compensation of any of our directors, officers, and employees who devote less than all of their time to our affairs and who devote part of their time to the affairs of you and your affiliates, (ii) expenses of computing the net asset value of the shares of each of our Portfolios to the extent such computation is required under applicable Federal securities laws, (iii) expenses of office rental, and (iv) clerical and bookkeeping expenses. We shall be responsible and hereby assume the obligation for payment of all our other expenses including (a) brokerage and commission expenses, (b) Federal, State or local taxes, including issue and transfer taxes, incurred by or levied on us, (c) interest charges on borrowing, (d) fees and expenses of registering the shares of each of our Portfolios under the appropriate Federal securities laws (other than expenses relative to the initial registration) and of qualifying the shares of each of our Portfolios under applicable State securities laws, including expenses attendant upon renewing and increasing such registrations and qualifications, (e) expenses of printing and distributing our prospectuses and other reports to stockholders, (f) costs of proxy solicitations, (g) charges and expenses incurred by us in acting as transfer agent and registrar of the shares of each of our Portfolios, (h) charges and expenses of our custodian, (i) compensation of our officers, directors and employees who do not devote any part of their time to the affairs of you or your affiliates, (j) legal and auditing expenses, (k) payment of all investment advisory fees (including the fees payable to you hereunder), (1) costs of stationery and supplies, and (m) such promotional expenses as may be contemplated by an effective plan pursuant to Rule 12b-1 under the Act; provided, however, that our payment of such promotional expenses shall be in the amounts, and in accordance with the procedures, set forth in such plan.
4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of your reckless disregard of your obligations and duties hereunder.
D-19
5.       (a) In consideration of the foregoing we will pay you, in the case of the [_______________] Portfolio, a [monthly] fee at an annualized rate of [____]% of the [_____________] Portfolio managed by you. Your compensation for the period from the date hereof through the last day of the month in which the effective date hereof occurs shall be prorated according to the proportion which such period bears to such full month. In the event of any termination of this agreement, your compensation will be calculated on the basis of a period ending on the last day on which this agreement is in effect, subject to proration based on the number of days elapsed in the current period as a percentage of the total number of days in such period.
6.       This agreement shall become effective on the date hereof and shall continue in force until [__________ __], 2019 with respect to the [_____________] Portfolio, and continue in effect thereafter with respect to a Portfolio provided that such continuance is specifically approved at least annually by our Board of Directors (including a majority of our directors who are not parties to this agreement or interested persons, as defined in the Investment Company Act, of any such party), or by vote of a majority of our outstanding voting securities (as defined in the Investment Company Act) of each Portfolio. This agreement may be terminated with respect to any Portfolio at any time, without the payment of any penalty, by vote of a majority of the outstanding voting securities (as so defined) of such Portfolio, or by a vote of a majority of our entire Board of Directors on sixty days' written notice to you, or by you with respect to any Portfolio on sixty days' written notice to us.
7.       This agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge. The terms "transfer", "assignment", and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing and any interpretation thereof contained in rules or regulations promulgated by the Commission thereunder.
8.       (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the Directors of AllianceBernstein Corporation, general partner, who may also be a director, officer or employee of ours, or persons otherwise interested persons with respect to us (within the meaning of the Investment Company Act of 1940) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.
(b) You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
9.       It is understood that, whether or not we follow the investment advice and recommendations given by you to us hereunder, the provisions contained herein concerning your compensation hereunder shall be binding on you and us.
D-20
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AB CAP FUND, INC.
By:
Name:
Title:
Accepted: As of [_________ ___], 2018.
AllianceBernstein L.P.
By:
Name:
Title:
D-21
FORM OF INVESTMENT ADVISORY CONTRACT
[ACF--Select Retirement Funds]
1345 Avenue of the Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management investment company registered under the Investment Company Act of 1940 (the "Act"). We are currently authorized to issue separate portfolios of shares and our Directors are authorized to reclassify and issue any unissued shares to any number of additional classes or series each having its own investment objective, policies and restrictions, all as more fully described in the Prospectuses and the Statements of Additional Information constituting parts of the Registration Statement filed on our behalf under the Securities Act of 1933 and the Act. We are engaged in the business of investing and reinvesting our assets in securities of the type and in accordance with the limitations specified in our Articles of Incorporation, By-Laws, Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 and the Act, and any representations made in our Prospectuses and Statements of Additional Information, all in such manner and to such extent as may from time to time be authorized by our Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2.        (a) We hereby employ you to manage the investment and reinvestment of the assets in our series designated as specified in Schedule A hereto (the "Portfolios"), and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b) Except to the extent you have delegated investment discretion to one or more permitted sub-advisers as described below, you will make decisions with respect to all purchases and sales of securities in each Portfolio. To carry out such decisions, you are hereby authorized and empowered, as our agent and attorney-in-fact, for the account of the Portfolios and at our risk and in our name, to place orders for the investment and reinvestment of the assets held in each Portfolio. In all purchases, sales and other transactions in securities in the Portfolios you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.
D-22
(c) In carrying out any of your responsibilities hereunder, you may employ, retain or otherwise avail yourself of the services of other persons or entities including without limitation, your affiliates, on such terms as you shall determine to be necessary, desirable or appropriate. However, if you chose to retain or avail yourself of the services of another person or entity to manage all or a portion of the assets of a Portfolio or to otherwise provide services to a Portfolio the nature of which requires that they be treated as an investment adviser under Section 2(a)(20) of the Act (a "Subadviser"), such Subadviser must be (i) registered as an investment adviser under the Investment Advisers Act of 1940, and (ii) retained pursuant to the requirements of Section 15 of the Act and the rules thereunder, as such requirements may be modified by any exemptive order or interpretation issued by the Commission or its staff. Any Subadviser or other person or entity employed or retained by you to perform services shall in no way reduce your responsibilities or obligations hereunder, and shall remain subject to your direction, control and oversight in the performance of such services, and you shall retain overall supervisory responsibility for all aspects of the Portfolio notwithstanding the retention of one or more Subadvisers or other persons or entities.
(d)        You will report to our Directors at each regular meeting thereof on the operations of the Portfolios since the prior report, and will also keep us in touch with important developments affecting the Portfolios and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Portfolio, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to securities and other positions in the Portfolios as you may believe appropriate or as we reasonably may request. In making purchases and sales of securities in each Portfolio and causing each Portfolio to enter into other transactions, you will bear in mind the policies set from time to time by our Directors as well as the limitations imposed by our Articles of Incorporation and in our Registration Statement under the Securities Act of 1933 and the Act, the limitations in the Act and of the Internal Revenue Code in respect of regulated investment companies and the investment objective, policies and restrictions for the Portfolio.
(e)        It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder. During the continuance of this agreement and at our request you will provide to us persons satisfactory to our Directors to serve as our officers. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. You or your affiliates (other than us) shall also be responsible for the payment of any expenses incurred in promoting the sale of our shares (other than the portion of the promotional expenses to be borne by us in accordance with an effective plan pursuant to Rule 12b-1 under the Act and the costs of printing our prospectuses and other reports to shareholders and fees related to registration with the Commission and with state regulatory authorities).
D-23
(f)        Subject to the general supervision of the Directors, you will provide or retain others to provide certain administrative services to each Portfolio. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement, the transfer agency agreement or such other agreements with service providers to a Portfolio that the Directors shall have approved, (i) provide supervision of all aspects of the Portfolio's operations not referred to in paragraphs (a) through (e) above; (ii) provide the Portfolio with personnel to perform such executive, legal, compliance, operational, risk management, administrative and clerical services as are reasonably necessary to provide effective administration of the Portfolio; (iii) provide such office space, facilities and equipment as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject; (iv) arrange for, at the Portfolio's expense, (A) the preparation for the Portfolio of all required tax returns, (B) the preparation and submission of reports to existing shareholders and regulatory authorities, and (C) the preparation and submission of the Portfolio's prospectuses and statements of additional information and all other documents necessary to fulfill regulatory requirements and maintain registration and qualification of the Portfolio and each class of shares thereof with the SEC and other regulatory authorities; and (v) any other services that are necessary and proper in connection with the performance of the foregoing services.
(g)        You will maintain all books and records with respect to the Portfolios' securities and other transactions required by Rule 31a-1 under the Act (other than those records being maintained by a Portfolio's sub-advisers, custodian, administrator or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 under the Act. You agree that any records that you maintain for the Portfolios shall be our property, and you further agree to surrender promptly to us any such records upon our request.
3.        We hereby confirm that, subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our expenses including: (a) payment of the fees payable to you under paragraph (5) hereof; (b) custody, transfer agency, dividend disbursing and derivative calculation expenses; (c) fees of directors who are not your affiliated persons; (d) legal and auditing expenses; (e) costs of printing our prospectuses and shareholder reports; (f) cost of maintenance of corporate existence; (g) interest charges, taxes, brokerage fees and commissions; (h) costs of stationery and supplies; (i) expenses and fees related to registration and filing with the Commission and with state regulatory authorities; and (j) such promotional expenses as may be contemplated by an effective plan pursuant to Rule 12b-1 under the Act provided, however, that our payment of such promotional expenses shall be in the amounts, and in accordance with the procedures, set forth in such plan.
4.        We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
D-24
5.        In consideration of the foregoing, we will pay you monthly on the last day of each month with respect to each Portfolio a fee of 1/12 of 0.15% of the Portfolio's average net assets; provided, however, that your compensation for the period from the date hereof through the last day of the month in which the effective date hereof occurs shall be prorated according to the proportion which such period bears to such full month, and provided further that upon any termination of this agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to such full month and shall be payable upon the date of termination. You shall be responsible for payment of the fees of any person or entity employed or retained by you pursuant to paragraph 2(c) hereof.
6.        This agreement (i) shall become effective on [___________ __], 2018 and shall remain in effect until [____________ ___], 2019 and (ii) shall continue in effect thereafter so long as its continuance with respect to each Portfolio is specifically approved at least annually by our Directors or by majority vote of the holders of our outstanding voting securities (as so defined) of the Portfolio, and, in either case, by a majority of our Directors who are not parties to this agreement or interested persons, as defined in the Act, of any such party (other than as our Directors) provided further, however, that if the continuation of this agreement is not approved with respect to any Portfolio, you may continue to render to the Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by vote of a majority of the outstanding voting securities (as so defined) of the Portfolio, or by a vote of a majority of our Directors on 60 days' written notice to you, or by you on 60 days' written notice to us.
7.        This agreement may not be transferred, assigned, sold or in any matter hypothecated or pledged by you and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The terms "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.
8. (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the directors of AllianceBernstein Corporation, your general partner, who may also be a director, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.
(b)        You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
D-25
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AB Cap Fund, Inc.
By:
Name:
Title:
Agreed to and accepted [_________ ___], 2018.
AllianceBernstein L.P.
By:
Name:
Title:
D-26
Schedule A
AB Multi-Manager Select Retirement Allocation Fund
AB Multi-Manager Select 2010 Fund
AB Multi-Manager Select 2015 Fund
AB Multi-Manager Select 2020 Fund
AB Multi-Manager Select 2025 Fund
AB Multi-Manager Select 2030 Fund
AB Multi-Manager Select 2035 Fund
AB Multi-Manager Select 2040 Fund
AB Multi-Manager Select 2045 Fund
AB Multi-Manager Select 2050 Fund
AB Multi-Manager Select 2055 Fund
D-27
FORM OF INVESTMENT ADVISORY AGREEMENT
[ACS]
1345 Avenue of the Americas
New York, New York 10105
[___________ __, 2018]
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
AB Corporate Shares (formerly known as AllianceBernstein Corporate Shares) (the "Trust"), on behalf of each of its series listed on Schedule I hereto (each, a "Fund"), herewith confirms our agreement with you (the "Agreement") as follows:
1.        We are an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "Act"). We are currently authorized to issue separate classes of shares and our Trustees are authorized to reclassify and issue any unissued shares to any number of additional classes or series each having its own investment objective, policies and restrictions, all as more fully described in the prospectus and the statement of additional information constituting parts of our Registration Statement on Form N-1A filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the Act (the "Registration Statement"). We propose to engage in the business of investing and reinvesting the assets of each Fund in securities (the "portfolio assets") of the type and in accordance with the limitations specified in our Agreement and Declaration of Trust ("Declaration of Trust"), Bylaws and Registration Statement, and any representations made in our prospectus and statement of additional information, all in such manner and to such extent as may from time to time be authorized by our Trustees. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and reinvestment of the portfolio assets as above specified and, without limiting the generality of the foregoing, to provide the management and other services specified below.
(b)       You will make decisions with respect to all purchases and sales of the portfolio assets. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of the portfolio assets. In all purchases, sales and other transactions in the portfolio assets, you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.
D-28
(c)       You will report to our Trustees at each meeting thereof all changes in the portfolio assets since the prior report and will also keep us in touch with important developments affecting the portfolio assets and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual issuers whose securities are included in the portfolio assets, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to the portfolio assets as you may believe appropriate or as we reasonably may request. In making such purchases and sales of the portfolio assets, you will bear in mind the policies set from time to time by our Trustees as well as the limitations imposed by our Declaration of Trust and in our Registration Statement, in each case as amended from time to time, the limitations in the Act and of the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and practices, including restrictions, applicable to each of our Funds.
(d)       It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder, the cost of performance of such duties to be borne and paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this Agreement and at our request, you will provide to us persons satisfactory to our Trustees to serve as our officers. You or your affiliates will also provide persons, who may be our officers, to render such clerical, accounting and other services to us as we may from time to time reasonably request of you. Such personnel may be employees of you or your affiliates. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject. You or your affiliates shall also be responsible for the payment of any expenses incurred in promoting the sale of our shares.
3.       During the term of this Agreement, you will pay all expenses you incur in connection with your obligations under this Agreement, except any expenses that are paid by a party other than us under the terms of any other agreement to which we are a party or a third-party beneficiary. You assume and shall pay for maintaining your staff and personnel and shall, at your own expense, provide the equipment, office space and facilities necessary to perform your obligations under this Agreement.
(a)       You shall also be responsible for and hereby assume the obligation for payment of all of our expenses that might otherwise be required to be included as "other expenses" of the Fund for purposes of Item 3 of Form N-1A (other than expenses described in paragraph (b) of this Section 3), including, without limitation, the following expenses:
(1)       Expenses of our independent public accountants;
(2)       Expenses of our transfer agent(s), registrar, dividend disbursing agent(s) and shareholder recordkeeping services;
(3)       Expenses of our custodian, including any recordkeeping services provided by the custodian;
D-29
(4)       Expenses relating to obtaining quotations for calculating the value of each Fund's net assets;
(5)       Expenses relating to the preparation of such reports and other materials as may reasonably be requested by our Trustees;
(6)       Expenses relating to the maintenance of our tax records;
(7)       Expenses, including expenses relating to the procurement of legal services, incident to meetings of our shareholders, the preparation and mailing of our prospectuses and reports to our shareholders, the filing of reports with regulatory bodies, the maintenance of our existence and qualification to do business and the registration of shares with federal and state securities authorities;
(8)       Fees and expenses of our Trustees and officers, and the fees and expenses of any legal counsel or any other persons engaged by such persons in connection with the discharge of their duties as Trustees or officers;
(9)       Costs of printing certificates representing our shares;
(10)       Our pro rata portion of the fidelity bond required by Section 17(g) of the Act or other insurance premiums; and
(11)       Association membership dues.
(b)       We shall bear, and you will not be responsible for, the following expenses:
(1)       Taxes, if any, levied against us or any of the Funds;
(2)       Brokerage fees and commissions in connection with the purchase and sale of portfolio securities for any of the Funds;
(3)       Costs, including any interest expenses, of borrowing money and (except with respect to AllianceBernstein Corporate Income Shares) other leveraging methods;
(4)       Extraordinary expenses, including extraordinary legal expenses and expenses incurred in connection with litigation, proceedings, or other claims and/or the legal obligations of us to indemnify our trustees, officers, employees, shareholders, distributors and agents with respect thereto; and
(5)       Our organizational and offering expenses to the extent authorized by our Board of Trustees, and any other expenses that are capitalized in accordance with generally accepted accounting principles.
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4.       We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
5.       You shall receive no compensation from us for your services hereunder. We understand and agree, however, that you and your affiliates expect to receive compensation from third parties in connection with your provision of services hereunder.
6.       This Agreement (i) shall become effective on the date hereof and shall remain in effect until [__________ __], 2019 in the case of [__________], and (ii) continue in effect thereafter with respect to a Fund only so long as its continuance with respect to that Fund is specifically approved at least annually by our Trustees or by a vote of a majority of the outstanding voting securities (as defined in the Act) of such Fund, and, in either case, by a vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of our Trustees who are not parties to this Agreement or interested persons, as defined in the Act, of any party to this Agreement (other than as our Trustees), and provided further, however, that if the continuation of this Agreement is not approved as to a Fund, you may continue to render to such Fund the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this Agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by vote of a majority of the outstanding voting securities (as defined in the Act) of such Fund, or by a vote of our Trustees on 60 days' written notice to you, or by you with respect to any Fund on 60 days' written notice to us.
7.       This Agreement shall not be amended as to any Fund unless such amendment is approved by vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of our Trustees who are not parties to this Agreement or interested persons, as defined in the Act, of any party to this Agreement (other than as our Trustees), and, if required by law, by vote of a majority of the outstanding voting securities (as defined in the Act) of such Fund. Shareholders of a Fund not affected by any such amendment shall have no right to participate in any such vote.
8.       As to any particular Fund, this Agreement may not be assigned by you and, as to such Fund, this Agreement shall terminate automatically in the event of any assignment by you. The term "assignment" as used in this paragraph shall have the meaning ascribed thereto by the Act and any regulations or interpretations of the Commission thereunder.
9.       (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the officers or directors of Alliance Capital Management Corporation, your general partner, who may also be a Trustee, officer or employee of ours, or persons otherwise affiliated with us (within the meaning of the Act), to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.
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(b)You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
10.       If you cease to act as our investment adviser, or, in any event, if you so request in writing, we agree to take all necessary action to change our name to a name not including the terms "Alliance" or "Bernstein." You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the term "Alliance" or "Bernstein" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and you shall have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.
11.       This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Act.
12.       A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each of the respective Funds.
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
AB CORPORATE SHARES
By:
Name:
Title:
Agreed to and accepted
as of [_________ __], 2018
ALLIANCEBERNSTEIN L.P.
By:
Name:
Title:
D-32
FORM OF MANAGEMENT AGREEMENT
[ADGF]
MANAGEMENT AGREEMENT, made this [__] day of [________], 2018 between AB DISCOVERY GROWTH FUND, INC., a Maryland corporation (hereinafter called the "Investment Corporation"), and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (hereinafter called the "Manager").
WHEREAS, the Investment Corporation has been organized for the purpose of investing its funds in chemical, government and other permitted securities and desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager perform for it various management, statistical, accounting and clerical services; and the Manager is willing to furnish such advice, facilities and services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed as follows:
1. The Investment Corporation hereby employs the Manager to manage the investment and reinvestment of the assets of the Investment Corporation and to administer its affairs, subject to the overall supervision of the Board of Directors of the Investment Corporation for the period and on the terms as set forth herein. The Manager hereby accepts such employment and agrees during such period, at its expense, to render the services and to assume the obligations as set forth herein for the compensation provided herein.
2. The Manager will recommend from time to time to the Board of Directors or a committee thereof a general investment program and, subject to the overall supervision of the Board of Directors of the Investment Corporation, will manage the investment and reinvestment of the assets of the Investment Corporation. Such general investment program and the implementation thereof will be in accordance with the policies and restrictions set forth in the Investment Corporation's Registration Statement under the Investment Company Act of 1940 and its Prospectus which is part of such Registration Statement under the Securities Act of 1933, and such other policies as may from time to time be adopted by the Board of Directors.
3. The Manager will administer the Investment Corporation's corporate affairs, subject to the overall supervision of the Board of Directors of the Investment Corporation and, in connection therewith, shall furnish the Investment Corporation with an office, and with ordinary clerical and bookkeeping services at such office, and shall authorize and permit any of its directors, officers and employees who may be elected as directors or officers of the Investment Corporation, to serve in the capacities in which they are elected. All services to be furnished by the Manager under this Agreement may be furnished through the medium of any such directors, officers or employees of the Manager.
In connection with the administration of the corporate affairs of the Investment Corporation, the Manager will bear all of the following expenses:
(i) the salaries and expenses of all personnel, except the fees and expenses of directors who are not affiliated persons of the manager, and
D-33
(ii) all expenses incurred by the Manager or by the Investment Corporation in connection with the management of the investment and reinvestment of the assets of the Investment Corporation and in the ordinary course of the administration of the corporate affairs of the Investment Corporation, other than those specifically assumed by the Investment Corporation herein.
Except as otherwise expressly provided above, the Investment Corporation assumes and will pay expenses of the Investment Corporation, including without limitation:
(a) the fees and expenses of directors who are not affiliated persons of the Manager,
(b) the fees and expenses of the custodian which relate to (i) the custodial function and the record-keeping connection therewith, (ii) the providing of records to the Manager useful to the Manager in connection with the Manager's obligation to maintain the required accounting records of the Investment Corporation, (iii) the pricing of the shares of the Investment Corporation, and (iv) for mail orders, the cashiering function in connection with the issuance and redemption of the Investment Corporation's securities,
(c) the fees and expenses of the Investment Corporation's transfer agent or shareholder servicing agent, which may be the custodian, which relate to
(i) maintenance of each shareholder account, including all transactions in that account from regular corporate transactions or in accordance with various investment or withdrawal plans provided by the Investment corporation,
(ii) providing information with respect to dealers, if any, who participated in the sale of Investment Corporation shares, and (iii) providing information necessary in computing the amount available for a shareholder's privilege to purchase other funds managed by the Manager or any affiliated persons of the Manager,
(d) the cost of personnel, who may be employees of the Manager or its affiliates, rendering to the Investment Company such clerical, accounting and other services as the Investment Company may from time to time request of the Manager; provided, that all time devoted to the investment or reinvestment of the portfolio assets of the Investment Company shall be for the account of the Manager,
(e) the charges and expenses of auditors,
(f) brokers' commissions and any issue or transfer taxes chargeable to the Investment Corporation in connection with its securities transactions,
(g) all taxes and corporate fees payable by the Investment Corporation to federal, state or other governmental agencies,
(h) the allocated portion of the fees of any trade association of which the Investment Corporation may be a member,
(i) the cost of stock certificates representing shares of the Investment Corporation,
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(j) the fees and expenses involved in registering and maintaining registrations of the Investment Corporation and of its shares with the Securities and Exchange Commission and with State regulatory authorities,
(k) all expenses of shareholders' and directors' meetings and of preparing and printing reports to shareholders in the amount necessary for distribution to the shareholders, and
(l) the charges and expenses of legal counsel for the Investment Corporation in connection with legal matters relating to the Investment Corporation, including without limitation, legal services rendered in connection with the Investment Corporation's corporate existence, corporate and financial structure and relations with its shareholders, and registration and qualifications of securities under federal law, and litigation.
4. With respect to the Investment Corporation's portfolio securities, the Manager shall purchase such securities from or through and sell such securities to or through such persons, brokers or dealers as it shall deem appropriate. In placing orders for such purchases and sales which are being placed with brokers and dealers in accordance with a policy of seeking "best execution" of such orders, it is recognized that the Manager may give consideration to the relationships of the Manager or its parent with brokers or dealers and to research, statistical and other services furnished by brokers or dealers to the Manager or its parent for their use. No security transactions shall be executed through any broker-dealer affiliated with the Manager without the specific approval of a majority of the directors of the Investment Corporation who are not affiliated persons of the Manager.
Notwithstanding the above paragraph, it is understood that it is desirable for the Manager to have access to supplemental research and security and economic analysis provided by brokers and of use to the Investment Corporation, even though such access may require the allocation of brokerage business to brokers who execute brokerage transactions at higher rates to the Investment Corporation than may be available from other brokers who are providing only execution service. Similarly it is important to the Investment Corporation for the Manager to have good business relationships with broker-dealers who, in the Manager's judgement, are important block traders, or have special knowledge of potential buyers and sellers of substantial blocks of, or who are important dealers in, securities which the Investment Corporation may wish to buy or sell. Therefore, the Manager is authorized to place orders for the purchase and sale of the Investment Corporation's securities with such brokers, subject to the review by the Board of Directors from time to time with respect to the extent and continuation of this policy. It is understood that the services provided by such brokers may also be useful to the Manager or its parent in connection with service to other clients.
The Board of Directors may authorize the payment by the Investment Corporation of additional compensation to others for consulting services, supplemental research and security and economic analysis. Such authorization may be on the Board's own initiative or based on recommendations by the Manager. The Board may ~~remove~~also determine to the extent permitted by generally accepted accounting principles that such payment may be charged to principal or income of the Investment Corporation as they deem appropriate depending on the purpose of such charges and the extent to which such services replace brokerage information which was previously paid for by brokerage commissions.
D-35
5. No director, officer or employee of the Investment Corporation shall receive from the Investment Corporation any salary or other compensation as such director, officer or employee while he is at the same time a director, officer or employee of the Manager. This paragraph shall not apply to consultants and other persons who are not regular members of the Manager's staff.
6. In consideration of the foregoing the Investment Corporation will pay the Manager a monthly fee at an annualized rate of .75% of the first $500 million of the Investment Company's average daily net assets, .65% of the excess over $500 million of such net assets up to $1 billion and .55% of the excess over $1 billion of such net assets. Such fee shall be payable in arrears on the last day of each calendar month for services performed hereunder during such month. If this agreement terminates prior to the end of a month, such fee shall be prorated according to the proportion which such portion of the month bears to the full month.
7. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Director of the Investment Corporation in following or declining to follow any advice or recommendations of the Manager.
8. (a) Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Manager who may also be a director, officer or employee of the Investment Corporation to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
(b) You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
9. As used in this Agreement, the terms "security", "chemical security", "government security", other "permitted security" and "net assets", defined in Article Eighth of the Articles of Incorporation of the Investment Corporation, shall have the meanings ascribed to them herein, and the terms "assignment" and "majority of the outstanding voting securities" shall have the meanings given to them by Section 2(a)(4) and 2(a)(42), respectively, of the Investment Company Act of 1940.
10. This Agreement shall terminate automatically in the event of its assignment.
11. This Agreement may be terminated at any time, without the payment of any penalty, (a) by the Board of Directors of the Investment Corporation or by vote of a majority of the outstanding voting securities of the Investment Corporation by written notice given not less than 60 days prior to the termination date addressed to the Manager at its principal place of business and (b) by the Manager on any January 1, commencing January 1, [2019], by written notice given not less than sixty days prior to such January 1 addressed to the Investment Corporation at its principal place of business.
12. This Agreement shall be submitted for approval to the Board of Directors of the Investment Corporation annually.
D-36
This Agreement shall continue in effect only so long as its continuance is specifically approved annually by the Board of Directors of the Investment Corporation or by vote of a majority of the outstanding voting securities of the Investment Corporation and, in either case, by vote of a majority of those directors who are not parties to this Agreement or "interested persons" (as defined in the Investment Company Act of 1940) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.
13. This Management Agreement shall become effective on the date hereof.
Agreement to be executed by their officers hereunto duly authorized.
AB DISCOVERY GROWTH FUND, INC.
By:
ALLIANCEBERNSTEIN L.P.
By:
D-37
FORM OF INVESTMENT ADVISORY AGREEMENT
[TAP]
This Investment Advisory Agreement (this "Contract") executed as of [_________ __], 2018 between THE AB PORTFOLIOS , a Massachusetts business trust (the "Trust"), on behalf of each of its portfolio series listed on Exhibit A hereto (each a "Fund"), and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership ("Manager").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST AND FUNDS.
(a) Subject always to the control of the Trustees of the Trust, the Manager will, at its expense, furnish continuously an investment program for each Fund, will make investment decisions on behalf of each Fund and will, subject to the provisions of paragraph (c), place all orders for the purchase and sale of each Fund's portfolio securities. Subject always to the control of the Trustees of the Trust, the Manager will also manage, supervise and conduct the other affairs and business of the Trust and the Funds, and matters incidental thereto. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the Trust and each Fund's stated investment objectives, policies and restrictions and will use its best efforts to safeguard and promote the welfare of the Trust and the Funds and to comply with other policies which the Trustees may from time to time determine.
(b) The Manager, at its expense, will furnish all necessary office space and equipment, bookkeeping and clerical services required for it to perform its duties hereunder and will pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with the Manager.
D-38
(c) In the selection of brokers, dealers, or futures commissions merchants (collectively, "brokers") and the placing of orders for the purchase and sale of portfolio investments for each Fund, the Manager shall seek to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for each Fund the most favorable price and execution available, the Manager, bearing in mind each Fund's best interest at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused any Fund to pay a broker that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to such Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager and with any Sub-Adviser selected by the Manager as provided in Section 1(d) that any entity or person associated with the Manager or such Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the ~~Committee~~account of a Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
(d) Subject to the provisions of the Agreement and Declaration of Trust of the Trust and the Investment Company Act of 1940, as amended, the Manager, at its expense, may select and contract with one or more investment advisers (the "Sub-Adviser") for any Fund to perform some or all of the services for which it is responsible pursuant to paragraph (a) of this Section 1 (and any related facilities or services for which it is responsible under paragraph (b) of this Section 1). The Manager will compensate any Sub-Adviser of such Fund for its services to such Fund. The Manager may terminate the services of any Sub-Adviser at any time in its sole ~~discretion. One~~discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected.
(e) The Manager shall not be obligated to pay any expenses of or ~~more members~~for the Trust or any Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the ~~Committee~~shareholders, Trustees, officers and employees of the Trust may be ~~designated by the Board as the Committee's chairman~~a shareholder, director, officer or ~~co-chairman, as the case may be. Committee meetings shall be held in accordance with the Company's Bylaws as and when the Committee~~employee of, or ~~the Board determines necessary or appropriate. Except as may~~ be otherwise ~~set forth~~interested in, the Company's Bylaws or the Board may otherwise provide, the chairman, a co-chairman or any two members of the Committee may set the time and place of its meeting. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to subcommittees of the Committee, which may consist of one or more members. The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. C-1 Governance and Evaluation The Committee will assist the Board in vetting the independence of Board members and the financial expertise of Audit Committee members. It will review and make recommendations to the Board from time to time on corporate governance matters, such as: . size of the Board and desired qualifications and expertise of Board members; . appropriate Board committees, their size and membership; . scheduling, agendas and minuting of Board and committee meetings; . adequacy and timeliness of information provided to the Board and committees; . expectations of Board members, including attendance at meetings, continuing education and ownership of shares of the Company; . periodic evaluations of Board and committee performance; and . retirement, rotation and re-nomination policies for Board and committee members. Nominations for Board Membership The Committee will identify, evaluate and recommend to the Board candidates for membership on the Board in accordance with policies and procedures of the Company in effect from time to time. The Committee may, but is not required to, retain a third party search firm at the Company's expense to identify potential candidates. Qualifications for Nominees to the Board The Committee may take into account a wide variety of factors in considering candidates for membership on the Board, including (but not limited to): (i) the candidate's knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director/trustee or senior officer of other public companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the on-going functions of the Board, including the candidate's ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Company; (vii) the candidate's ability to qualify as an Independent Director for purposes of the 1940 Act and any other standards of independence that may be relevant to the Company; and (viii) such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors. It is the Board's policy that Board members normally may not serve in a similar capacity on the board of a registered investment company that is not sponsored by the Company's investment adviser or its affiliates. Identification of Nominees In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) the Company's current Board members, (ii) the Company's officers, (iii) the Company's investment adviser(s), (iv) the Company's shareholders (see below) and (v) any other source the Committee deems to be appropriate. The Committee will not consider self-nominated candidates. Consideration of Candidates Recommended by Shareholders The Committee will consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix A to this Charter, as it may be amended from time to time by the Committee, sets forth qualifications and procedures that must be C-2 met or followed by shareholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted will not be considered by the Committee). Compensation and Insurance The Committee shall evaluate periodically, and make recommendations to the Board with respect to, the level and structure of the compensation of Board members (including compensation for serving on committees of the Board or as chairman or co-chairman of the Board or a committee) and the appropriateness and level of staffing for the Chairman of the Board and committee chairmen. The Committee shall consider, to the extent reasonably available, industry practices for compensation of members and chairmen of boards and committeesManager, and in providing staff to such chairmen. The Committee shall also evaluate periodically and make recommendations to the Board with respect to the adequacy and appropriateness of insurance coverage and premiums. C-3 Appendix A Procedures for the Committee's Consideration of Candidates Submitted by Shareholders (Amended and restated as of February 8, 2005) A candidate for nomination as a Board member submitted by a shareholder will not be deemed to be properly submitted to the Committee for the Committee's consideration unless the following qualifications have been met and procedures followed: 1. A shareholder or group of shareholders (referred to in either case as a "Nominating Shareholder") that, individually or as a group, has beneficially owned at least 5% of the Company's common stock or shares of beneficial interest for at least two years prior to the date the Nominating Shareholder submits a candidate for nomination as a Board member may submit one candidate to the Committee for consideration at an annual meeting of shareholders. 2. The Nominating Shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to the Company, to the attention of the Secretary, at the address of the principal executive offices of the Company. 3. The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 calendar days before the date of the Company's proxy statement released to shareholders in connection with the previous year's annual meeting. If an annual meeting of shareholders was not held in the previous year, the Shareholder Recommendation must be so delivered or mailed and received within a reasonable amount of time before the Company begins to print and mail its proxy materials. Public notice of such upcoming annual meeting of shareholders may be given in a shareholder report or other mailing to shareholders or by any other means deemed by the Committee or the Board to be reasonably calculated to inform shareholders. 4. The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the person recommended by the Nominating Shareholder (the "candidate"); (B) any position or business relationship of the candidate, currently and within the preceding five years, with the Nominating Shareholder or an Associated Person of the Nominating Shareholder; (C) the class or series and number of all shares of the Company owned of record or beneficially by the candidate, as reported to such Nominating Shareholder by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of members of the Board pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the Nominating Shareholder believes that the candidate is or will be an "interested person" of the Company (as defined in the 1940 Act) and, if believed not to be an "interested person," information regarding the candidate that will be sufficient for the Company to make such determination; and (F) information as to the candidate's knowledge of the investment company industry, experience as a director/trustee or senior officer of public companies, memberships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a member of the Board if elected; (iii) the written and signed agreement of the candidate to complete a directors'/trustees' and officers' questionnaire if elected; (iv) the Nominating Shareholder's name as it appears on the Company's books and consent to be named as such by the Company; (v) the class or series and number of all shares of the Company owned beneficially and of record by the Nominating Shareholder and any Associated Person of the Nominating Shareholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each and identifying the nominee holders for the Nominating Shareholder and each such Associated Person of the Nominating Shareholder; and (vi) a description of all arrangements or understandings between the Nominating C-4 Shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the Nominating Shareholder. "Associated Person of the Nominating Shareholder" as used in this paragraph 4 means any person required to be identified pursuant to clause (vi) and any other person controlling, controlled by or under common control with ~~directly or indirectly,~~ the ~~Nominating Shareholder or~~Manager, and that the Manager and any person required to be identified pursuant to clause (vi). 5. The Committee may require the Nominating Shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 4 above or to determine the qualifications and eligibility of the candidate proposed by the Nominating Shareholder to serve on the Board. If the Nominating Shareholder fails to provide such other information in writing within seven days of receipt of written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted and will not be considered by the Committee. C-5 APPENDIX D FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT [ ] FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT 1. [ ], a Maryland corporation (the "Corporation"), desires to amend and restate its charter as currently in effect and as hereinafter amended. 2. The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: FIRST: (1) The name of the incorporator is [ ]. (2) The incorporator's post office address is [ ]. (3) The incorporator is over eighteen years of age. (4) The incorporator is forming the corporation named in these Articles of Incorporation under the general laws of the State of Maryland. SECOND: The name of the corporation (hereinafter called the "Corporation") is [ ] THIRD: (1) The purposes for which the Corporation is formed are to conduct, operate and carry on the business of an investment company. (2) The Corporation may engage in any other business and shall have all powers conferred upon or permitted to corporations by the Maryland General Corporation Law. FOURTH: The post office address of the principal office of the Corporation within the State of Maryland is 300 East Lombard Street, Baltimore, Maryland 21202 in care of The Corporation Trust Incorporated. The resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland corporation. FIFTH: (1) The Corporation is authorized to issue [ ] ([ ]) shares, all of which shall be Common Stock, $[ ] par value per share (the "Common Stock"), and having an aggregate par value of [ ] dollars ($[ ]), classified and designated as follows: Class [ ] Class [ ] Class [ ] Class [ ] Name of Series Common Stock Common Stock Common Stock Common Stock -------------- ------------ ------------ ------------ ------------ [Portfolio] and any other portfolio hereafter established are each referred to herein as a "Series." The Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series, the Class [ ] Common Stock of a Series and any Class of a Series hereafter established are each referred herein as a "Class." If shares of one Series or Class of stock are classified or reclassified into shares of another Series or Class of stock pursuant to this Article FIFTH, paragraph (2), the number of authorized shares of the former Series or Class shall be automatically decreased and the number of shares of the latter Series or Class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all Series and Classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this Article FIFTH, paragraph (1). (2) The Board of Directors may classify any unissued shares of Common Stock from time to time in one or more Series or Classes of stock. The Board of Directors may reclassify any previously classified but unissued shares of any Series or Class of stock from time to time in one or more Series or Class of stock. D-1 Prior to issuance of classified or reclassified shares of any Series or Class, the Board of Directors by resolution shall: (a) designate that Series or Class to distinguish it from all other Series or Classes of stock of the Corporation; (b) specify the number of shares to be included in the Series or Class; (c) set or change, subject to the express terms of any Series or Class of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each Series or Class; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland ("SDAT"). Any of the terms of any Series or Class of stock set or changed pursuant to clause (c) of this paragraph (2) may be made dependent upon facts or events ascertainable outside the charter of the Corporation (the "Charter"), including determinations by the Board of Directors or other facts or events within the control of the Corporation, and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such Series or Class of stock is clearly and expressly set forth in the articles supplementary or other charter document filed with the SDAT. (3) As more fully set forth hereafter, the assets and liabilities and the income and expenses of each Series or Class of the Corporation's stock shall be determined separately from those of each other Series or Class of the Corporation's stock and, accordingly, the net asset value, the dividends and distributions payable to holders, and the amounts distributable in the event of liquidation or dissolution of the Corporation to holders of shares of the Corporation's stock may vary from Series to Series or Class to Class. In the event that there are any assets, income, earnings, profits or proceeds which are not readily identifiable as belonging to any particular series (collectively, "General Assets"), such General Assets shall be allocatedcontrolling, controlled by or under common control with the ~~direction~~Manager may have an interest in the Trust or in any Fund. It is also understood that the Manager and persons controlling, controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.
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3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust, on behalf of the ~~Board of Directors~~Funds, will pay to the Manager as compensation for the Manager's services rendered, for the facilities furnished and ~~among one or more Series and Classes in such a manner and on such basis as~~for the ~~Board of Directors in its sole discretion shall determine. (4) Except as otherwise provided herein, all consideration received~~expenses borne by the ~~Corporation for~~Manager pursuant to Section 1, a fee, computed and paid monthly at the issuance or sale of shares of a Series or Class of the Corporation's stock, together with all funds derived from any investment and reinvestment thereof and any General Assets allocated to such Series or Class, shall irrevocably belong to that Series or Class for all purposes, subject only to any automatic conversion of one Series or Class of stock into another, as hereinafter provided for, andfollowing annual rates applicable to the rights of creditors of such Series or Class, and shall be so recorded upon the books of account of the Corporation, and are herein referred to as "assets belonging to" such Series or Class. (5) The assets belonging to each Series or Class shall be charged with the debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to such Series or Class and with such Series' or Class' share of the general liabilities of the Corporation, in the latter case in the proportion that theaverage daily net asset value of ~~such Series or Class bears~~each Fund:
Fund Annual Percentage Rate
AB Wealth Appreciation Strategy
0.65% on the first $2.5 billion
0.55% on the next $2.5 billion
0.50% thereafter
AB Tax-Managed Wealth Appreciation Strategy
0.65% on the first $2.5 billion
0.55% on the next $2.5 billion
0.50% thereafter
AB All Market Total Return Portfolio
0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AB Tax-Managed All Market Income Portfolio
0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AB Conservative Wealth Strategy
0.55% on the first $2.5 billion
0.45% on the next $2.5 billion
0.40% thereafter
AB Growth Fund
0.75% on the first $2.5 billion
0.65% on the next $2.5 billion
0.60% thereafter
Such fee computed with respect to the net asset value of ~~all Series and Classes or as otherwise determined by the Board of Directors in accordance with applicable law. The determination of the Board of Directors~~a Fund shall be conclusive as to the allocation of debts, liabilities, obligations and expenses, including accrued expenses and reserves, to a Series or Class. The debts, liabilities, obligations and expenses incurred or contracted for or otherwise existing with respect to a Series or Class are enforceable with respect to that Series or Class only and not againstpaid from the assets of the Corporation generally or any other Series or Class of stock of the Corporation. (6) The assets attributable to the Classes of a Series shall be invested in the same investment portfolio of the Corporation, and notwithstanding the foregoing provisions of paragraphs (4) and (5) of this Article FIFTH, the allocation of investment income and realized and unrealized capital gains and losses and expenses and liabilities of the Corporation and of any Series among the Classes of Common Stocksuch Fund. Such average daily net asset value of each ~~Series~~Fund shall be determined by taking an average of all of the ~~Board~~determinations of ~~Directors~~such net asset value during such month at the close of business on each business day during such month while this Contract is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month.
In the event that expenses of any Fund for any fiscal year (not including any distribution expenses paid by such Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses enforced by any statute or regulatory authority of any jurisdiction in which shares of such Fund are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of any Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to such Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the expenses of such Fund to the extent required by such expense limitation.
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If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended as to any Fund unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of such Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager or of any Sub-Adviser of the Trust. Shareholders of a Fund not affected by any such amendment shall have no right to vote with respect to such amendment.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
(a) This Contract shall become effective upon its execution, and shall remain in full force and effect as to a particular Fund until [_________ __], 2019, with respect to the [Fund Names] and continuously thereafter so long as its continuance is specifically approved at least annually by the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of such Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval (unless terminated automatically as set forth in Section 4); provided, however, that if the continuance of this Contract is submitted to the shareholders of such Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner ~~that is~~ consistent with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder
(b) Either party hereto may at any time terminate this Contract as to any Fund by not more than sixty days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.
Action by the Trust under (b) above may be taken either (i) by vote of a majority of its Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the relevant Fund affected. Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Manager shall promptly notify the Trust in writing of the occurrence of any of the following events: (a) the Manager shall fail to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended from time to time, and under the laws of any jurisdiction in which the Manager is required to be registered as an investment adviser in order to perform its obligations under this Agreement, (b) the Manager shall have been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, involving the affairs of the Trust or a Fund, and (c) there shall be any change in the "control" (as defined in the Investment Company Act of 1940, as amended) of the Manager.
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7. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares" of a Fund means the affirmative vote, at a duly called and held meeting of shareholders of such Fund (a) of the holders of 67% or more of the shares of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. For the purposes of this Contract, the terms "affiliated person," "control," "interested person" and "assignment" shall have their respective meanings defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and the interpretations thereof, in each case as from time to time amended, modified or superseded (the "Investment Company Act"). The determination of the Board of Directors shall be conclusive as to the allocation of investment income and realized and unrealized capital gains and losses, expenses and liabilities, including accrued expenses and reserves, and assets to one or more particular Series or Classes. (7) Shares of each Class of stock shall be entitledsubject, however, to such ~~dividends or distributions, in cash, property or additional shares of stock or the same or another Series or Class,~~exemptions as may be ~~authorized from time to D-2~~ ~~time~~granted by the ~~Board~~Securities and Exchange Commission under said Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the Investment Company Act of ~~Directors (by resolution adopted from time~~1940, as amended, and the rules and regulations thereunder; and the term "brokerage and research services" shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
8. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, to any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder.
9. USE OF NAME.
The Manager and its affiliates own the names "Alliance," "Bernstein" and "AllianceBernstein", which may be used by the Trust only with the consent of the Manager. The Manager consents to the use by the Trust of any name embodying the names "Alliance," "Bernstein" and "AllianceBernstein", but only on the condition and so long as (i) this Agreement shall remain in full force, (ii) the Trust or any Fund, as the case may be, shall fully perform, fulfill and comply with all provisions of this Agreement expressed herein to be performed, fulfilled or complied with by it, and (iii) AllianceBernstein L.P. is the Manager of any Fund. No such name shall be used by the Trust at any time or ~~pursuant~~in any place or for any purposes or under any conditions except as in this section provided. The foregoing authorization by the Manager to the Trust to use the names "Alliance," "Bernstein" and "AllianceBernstein" as part of a ~~standing resolution~~business or ~~resolutions adopted only once or with such frequency as the Board of Directors may determine, after providing that such dividend or distribution shall~~name is not ~~violate Section 2-311~~exclusive of the ~~Maryland General Corporation Law)~~right of the Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and ~~declared~~agrees that as between the Manager and the Trust, the Manager has the exclusive right so to use, or authorize others to use, said name, and the Trust agrees to take such action as may reasonably be requested by the ~~Corporation with respect~~Manager to give full effect to the provisions of this section (including, without limitation, consenting to such ~~Class. The nature~~use of in-kind property distributions may vary among the holders of a Class or Series, provided that the amount of the distribution per share, as determined by the Board of Directors, shall be equivalent for all holders of such Class or Series. Specifically, and withoutsaid name). Without limiting the generality of the foregoing, the ~~dividends~~Trust agrees that, upon (i) any termination of this Agreement by either party or (ii) the violation of any of its provisions by the Trust or any Fund, as the case may be, the Trust will, at the request of the Manager made within six months after such termination or violation, use its best efforts to change the name of the Trust and ~~distributions~~each Fund so as to eliminate all reference, if any, to the names "Alliance," "Bernstein" and "AllianceBernstein" and will not thereafter transact any business in a name containing the names "Alliance," "Bernstein" or "AllianceBernstein" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of ~~investment income~~such name, or otherwise use the names "Alliance," "Bernstein" or "AllianceBernstein" or any other reference to the Manager. Such covenants on the part of the Trust shall be binding upon it, its Trustees, officers, stockholders, creditors and ~~capital gains~~all other persons claiming under or through it.
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10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust, as amended, is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each of the respective Funds.
11. SEPARATE CONTRACTS.
The Trust, on behalf of each Fund, shall be deemed to have entered into a wholly separate Contract relating exclusively to each such Fund. Any amendment to or termination of this Contract explicitly relating to one or more Funds shall have no effect on, and shall not be considered to amend or terminate this Contract with respect to, any other Fund.
IN WITNESS WHEREOF, THE AB PORTFOLIOS and ALLIANCEBERNSTEIN L.P. have each caused this Amended and Restated Investment Advisory Agreement to be signed in duplicate on its behalf by its duly authorized representative, all as of the ~~different Series~~day and year first above written.
THE AB PORTFOLIOS
By:
By:
Title:
Accepted: [_________ ___], 2018
ALLIANCEBERNSTEIN L.P.
By:
By:
Title:
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Exhibit A to Investment Advisory Agreement
AB Wealth Appreciation Strategy
AB All Market Income Portfolio
AB Conservative Wealth Strategy
AB Tax-Managed Wealth Appreciation Strategy
AB Tax-Managed All Market Income Portfolio
AB Growth Fund
D-44
FORM OF INVESTMENT MANAGEMENT AGREEMENT
[SCB]
INVESTMENT MANAGEMENT AGREEMENT, dated as of [___________ __], 2018 between SANFORD C. BERNSTEIN FUND, INC., a Maryland Corporation, (the "Fund"), on behalf of the Short Duration Plus Portfolio, the Intermediate Duration Portfolio, the Diversified Municipal Portfolio, the California Municipal Portfolio, the New York Municipal Portfolio, the Short Duration Diversified Municipal Portfolio, the Tax-Managed International Portfolio, the International Portfolio, the Emerging Markets Portfolio, the Overlay A Portfolio, the Tax-Aware Overlay A Portfolio, the Overlay B Portfolio, the Tax-Aware Overlay B Portfolio, the Tax-Aware Overlay C Portfolio and the Tax-Aware Overlay N Portfolio (the "Portfolios") and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (the "Adviser" or "Alliance").
In consideration of the mutual agreements herein made, the parties hereto agree as follows:
1. Duties of the Adviser. The Adviser shall manage the investment operations of the Portfolios and the Fund including, but not limited to, continuously providing the Portfolios with investment management, including investment research, advice and supervision, determining which securities or other investments including, but not limited to, debt and equity securities, options, and futures and options on futures, shall be purchased or sold by the Portfolios, making purchases and sales of securities and such other investments on behalf of the Portfolios and determining how voting and other rights with respect to securities and other investments owned by the ~~Class may vary with respect to each such Series and Class to reflect differing allocations~~Fund on behalf of the expenses of the Corporation and the Series among the holders of such Classes and any resultant differences between the net asset values per share of such Classes, to such extent and for such purposes as the Board of Directors may deem appropriate. The Board of Directors may determine that dividends may be payable only with respect to those shares of stock that have been held of record continuously by the stockholder for a specified period prior to the record date of the date of the distribution. (8) Except as provided below, on each matter submitted to a vote of the stockholders, each holder of stockPortfolios shall be ~~entitled~~exercised, subject in each case to ~~one vote (1) for each share standing in such stockholder's name on the books of the Corporation or (2) if approved~~oversight by the Board of Directors of the Fund (the "Directors" or the "Board") and ~~pursuant~~in accordance with the investment objectives and policies of the Fund and of the Portfolios set forth in the Registration Statement and the current Prospectus and Statement of Additional Information relating to the ~~issuance of an exemptive order~~Fund or the Portfolio, as amended from ~~the Securities and Exchange Commission, for each dollar of net asset value per share of a Class or Series, as applicable. Subject~~time to any applicable requirements of the Investment Company Act, or other applicable law, all holders of shares of stock shall vote as a single class except with respect to any matter which the Board of Directors shall have determined affects only one or more (but less than all) Series or Classes of stock, in which case only the holders of shares of the Series or Classes affected shall be entitled to vote. Without limiting the generality of the foregoing, and subject to any applicable requirements of the Investment Company Act, or other applicable law, the holders of each of the Classes of each Series shall have, respectively, with respect to any matter submitted to a vote of stockholders (i) exclusive voting rights with respect to any such matter that only affects the Series or Class of Common Stock of which they are holders, including, without limitation, the provisions of any distribution plan adopted by the Corporation pursuant to Rule 12b-1 under the Investment Company Act (a "Plan") with respect to the Class of which they are holders and (ii) no voting rights with respect to the provisions of any Plan that affects one or more of such other Classes of Common Stock, but not the Class of which they are holders, or with respect to any other matter that does not affect the Class of Common Stock of which they are holders. (9) In the event of the liquidation or dissolution of the Corporation, stockholders of each Class of the Corporation's stock shall be entitled to receive, as a Class, out of the assets of the Corporation available for distribution to stockholders, but other than General Assets not attributable to any particular Class of stock, the assets attributable to the Class less the liabilities allocated to that Class; and the assets so distributable to the stockholders of any Class of stock shall be distributed among such stockholders in proportion to the number of shares of the Class held by them and recorded on the books of the Corporation. In the event that there are any General Assets not attributable to any particular Class of stock, and such assets are available for distribution, the distribution shall be made to the holders of all Classes of a Series in proportion to the net asset value of the respective Classes or as otherwise determined by the Board of Directors. (10)(a) Each holder of stock may require the Corporation to redeem all or any shares of the stock owned by that holder, upon request to the Corporation or its designated agent, at the net asset value of the shares of stock next determined following receipt of the request in a form approved by the Corporation and accompanied by surrender of the certificate or certificates for the shares, if any, less the amount of any applicable redemption charge, deferred sales charge, redemption fee or other amount imposed by the Board of Directors (to the extent consistent with applicable law). The Board of Directors may establish procedures for redemption of stock. (b) The proceeds of the redemption of a share (including a fractional share) of any Class of capital stock of the Corporation shall be reduced by the amount of any contingent deferred sales charge, redemption fee or other amount payable on such redemption pursuant to the terms of issuance of such share. D-3 ~~(c) Subject to~~time, the requirements of the Investment Company Act of 1940, as amended (the "Act") and other applicable law. The Fund understands that the ~~Board~~Adviser may also act as the investment manager to other persons or entities, including other investment companies.
2. Limitation of Liability. Subject to Section 36 of the Act, the Adviser and the directors, officers and employees of the Adviser, shall not be liable to the Fund or the Portfolios for any error of judgment or mistake of law or for any loss arising out of any investment or the performance or non-performance of duties under this Agreement, except for willful misfeasance, bad faith or gross negligence in the performance of, or by reason of reckless disregard of, obligations and duties under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolio, shall indemnify and hold harmless the Adviser and the directors, officers, and employees of the Adviser, against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the performance or non-performance of any duties under this Agreement, provided, however, that nothing herein shall be deemed to protect the Adviser or any director, officer or employee thereof against any liability to the Fund or its stockholders, to which the Adviser or any director, officer or employee thereof would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.
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4. Expenses. The Adviser shall pay all of its expenses arising from the performance of its obligations under Section 1 of this Agreement and shall pay any salaries, fees and expenses of the Directors who are employees of the Adviser. The Adviser shall not be required to pay any other expenses of the Fund or a Portfolio, including (a) the fees payable to Alliance under this Agreement and the Shareholder Servicing and Administrative Agreement; (b) the fees and expenses of Directors ~~may cause~~who are not affiliated with Alliance; (c) the ~~Corporation~~fees and expenses of the Custodian and Transfer Agent including but not limited to ~~redeem at~~fees and expenses relating to Fund accounting, pricing of the Portfolios' shares, and computation of net asset ~~value all~~ value; (d) the fees and expenses of calculating yield and/or ~~any proportion~~performance of the ~~outstanding~~Portfolios; (e) the charges and expenses of legal counsel and independent accountants; (f) all taxes and corporate fees payable to governmental agencies; (g) the fees of any trade association of which the Fund is a member; (h) reimbursement of the Portfolios' share of the organization expenses of the Portfolios or the Fund; (i) the fees and expenses involved in registering and maintaining registration of the Fund and the shares of ~~any Series~~the Portfolios with the Securities and Exchange Commission, registering the Fund as a broker or ~~Class from a holder (1) upon~~dealer and qualifying the shares of the Portfolios under state securities laws, including the preparation and printing of the registration statements and prospectuses for such ~~conditions~~purposes, allocable communications expenses with respect to investor services, all expenses of shareholders' and Board of Directors' meetings and preparing, printing and mailing proxies, prospectuses and reports to shareholders; (j) brokers' commissions, dealers' mark-ups and any issue or transfer taxes chargeable in connection with the ~~maintenance~~Portfolios' transactions; (k) the cost of ~~stockholder accounts~~stock certificates representing shares of the Portfolios; (l) insurance expenses, including, but not limited to, the cost of a ~~minimum amount~~fidelity bond, directors and officers insurance and errors and omissions insurance; and (m) litigation and indemnification expenses, expenses incurred in connection with mergers, and other extraordinary expenses not incurred in the ordinary course of the Portfolios' business.
5. Compensation. As compensation for the services performed and the facilities and personnel provided by the Adviser pursuant to Section 1 of this Agreement, the Fund, on behalf of each Portfolio, will pay the Adviser, promptly after the end of each month, fees at the rates set forth below:
Portfolio Annual Percentage of Average Daily Net Assets of Each Portfolio
Short Duration Diversified Municipal Portfolio 0.30% of the first $750 million; 0.25% of assets in excess of $750 million
Short Duration Plus Portfolio 0.35% of the first $750 million; 0.30% of assets in excess of $750 million
New York Municipal Portfolio 0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion
California Municipal Portfolio 0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion
Diversified Municipal Portfolio 0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion up to, but not exceeding $7 billion; 0.225% of assets in excess of $7 billion
D-46
Portfolio Annual Percentage of Average Daily Net Assets of Each Portfolio
Intermediate Duration Portfolio 0.45% of the first $2.5 billion; 0.40% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.35% in excess of $5 billion up to, but not exceeding $8 billion; 0.30% of assets in excess of $8 billion
Tax-Managed International Portfolio 0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion
International Portfolio 0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion
Emerging Markets Portfolio 0.95% of the first $2.5 billion; 0.90% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.85% in excess of $5 billion
Overlay A Portfolio 0.90% of the first $5 billion; 0.875% in excess of $5 billion
Tax-Aware Overlay A Portfolio 0.90% of the first $5 billion; 0.875% in excess of $5 billion
Overlay B Portfolio 0.65%
Tax-Aware Overlay B Portfolio 0.65%
Tax-Aware Overlay C Portfolio 0.65%
Tax-Aware Overlay N Portfolio 0.65%
If the Adviser shall serve hereunder for less than the whole of any month, the fee hereunder shall be prorated.
6. Purchase and Sale of Securities. The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers, or dealers as ~~may~~the Adviser shall deem appropriate in order to carry out the policy with respect to portfolio transactions as set forth in the Registration Statement and the current Prospectus or Statement of Additional Information covering the respective Portfolios, as amended from time to time, ~~be established by the Board of Directors in its sole discretion~~ or (2) upon such conditions established by the Board of Directors in its sole discretion, for any other purpose, including, without limitation, a reorganization pursuant to the Investment Company Act. (d) Payment by the Corporation for shares of stock of the Corporation surrendered to it for redemption shall be made by the Corporation within seven days of such surrender out of the funds legally available therefor, provided that the Corporation may suspend the right of the stockholders to redeem shares of stock and may postpone the right of those holders to receive payment for any shares when permitted or required to do so by applicable statutes or regulations. Payment of the aggregate price of shares surrendered for redemption may be made in cash or, at the option of the Corporation, wholly or partly in such portfolio securities of the Corporation as the Corporation shall select. (e) Subject to the following sentence, shares of stock of any Series and Class of the Corporation which have been redeemed or otherwise acquired by the Corporation shall constitute authorized but unissued shares of stock of such Series and Class. In connection with a liquidation or reorganization of any Series or Class in which all of the outstanding shares of such Series or Class are redeemed by the Corporation, upon any such redemption all such shares and all authorized but unissued shares of the applicable Series or Class shall automatically be returned to the status of authorized but unissued shares of Common Stock, without further designation as to Series or Class. (11) At such times asDirectors may be determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the Investment Company Act and applicable rules and regulations of the National Association of Securities Dealers, Inc. anddirect from time to ~~time reflected~~time. Nothing herein shall prohibit the Directors from approving the payment by the Fund of additional compensation to others for consulting services, supplemental research and security and economic analysis.
7. Term of Agreement. This Agreement shall continue in effect with respect to any Portfolio for a period of more than one year from the ~~registration statement~~date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the Corporation (the "Corporation's Registration Statement"), shares of a particular Series or Class of stock of the Corporation or certain shares of a particular Class of stock of any Series of the CorporationAct with regard to investment advisory contracts; provided, however, that this Agreement may be ~~automatically converted into shares of another Class of stock of such Series of the Corporation based on the relative net asset values of such Classes~~terminated at ~~the~~any time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and reflected in the Corporation's Registration Statement. The terms and conditions of such conversion may vary within and among the Classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors, by the officers of the Corporation) and set forth in the Corporation's Registration Statement. (12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a determination of the Board of Directors that the net asset value per share of a Class shall remain constant, the Corporation shall be entitled to declare and pay and/or credit as dividends daily the net income (which may include or give effect to realized and unrealized gains and losses, as determined in accordance with the Corporation's accounting and portfolio valuation policies) of the Corporation attributable to the assets attributable to that Class. If the amount so determined for any day is negative, the Corporation shall be entitled, without the payment of ~~monetary compensation but in consideration~~any penalty, on behalf of any or all of the ~~interest of~~Portfolios, by the Corporation and its stockholders in maintaining a constant net asset value per share of that Class, to redeem pro rata from all the holders of record of shares of that class at the time of such redemption (in proportion to their respective holdings thereof) sufficient outstanding shares of that Class, or fractions thereof, as shall permit the net asset value per share of that Class to remain constant. (13) The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares of stock having proportionately to the respective fractions represented thereby all the rights of whole shares, including, without limitation, the right to vote, the right to receive dividends and distributions, and the right to participate upon liquidation of the Corporation, but excluding any right to receive a stock certificate representing fractional shares. (14) No stockholder shall be entitled to any preemptive right other than as the Board of Directors may establish. D-4 (15) The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws. SIXTH: The number of directors of the Corporation shall be [______]. The number of directors of the Corporation may be changed pursuant to the Bylaws of the Corporation. The names of the individuals who shall serve as directors of the Corporation until the next annual meeting of stockholders and until their successors are duly elected and qualify are: [____________________] SEVENTH: The following provisions are inserted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Board of Directors and stockholders. (1) In addition to its other powers explicitly or implicitly granted under the Charter, by law or otherwise, the Board of Directors of the Corporation: (a) has the exclusive power to make, alter, amend or repeal the Bylaws of the Corporation; (b) subject to applicable law, may from time to time determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation except as conferred by statute or as authorizedFund, by the Board ~~of Directors of the Corporation; (c) is empowered~~or, with respect to ~~authorize, without stockholder approval, the issuance and sale from time to time~~any Portfolio, by vote of shares of stock of any Series or Class of the Corporation whether now or hereafter authorized and securities convertible into shares of stock of the Corporation of any Series or Class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable; (d) is authorized to adopt procedures for determination of and to maintain constant the net asset value of shares of any Class or Series of the Corporation's stock. (2) Notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the ~~votes entitled~~outstanding voting securities (as defined in the Act) of any Portfolio, or by the Adviser on not more than 60 days' nor less than 30 days' written notice to ~~be cast by holders~~the other party. This Agreement shall terminate automatically in the event of ~~shares of all Series or Classes, or~~its assignment (as defined in the Act).
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8. Miscellaneous. The Fund hereby agrees that if at any ~~Series or Class, of~~time the ~~Corporation's stock in order~~Adviser shall cease to take or authorize any action, any such action may be taken or authorized upon the concurrence of holders of shares entitled to cast a majority of the aggregate number of votes entitled to be cast thereon, subjectact as investment adviser to any ~~applicable requirements of the Investment Company Act. (3) The presence in person~~Portfolio or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast (without regard to Series or Class) shall constitute a quorum at any meeting of the stockholders, except with respect to any matter which, under applicable statutes, regulatory requirements or the Charter, requires approval by a separate vote of one or more Series or Classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast one-third of the votes entitled to be cast by holders of shares of each Series or Class entitled to vote as a Series or Class on the matter shall constitute a quorum. (4) Any determination made in good faith by or pursuant to the direction of the Board of Directors, as to the amount of the assets, debts, obligations, or liabilities of the Corporation, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating such reserves or charges, as to the use, alteration or cancellation of any reserves or charges (whether or not any debt, obligation, or liability for which such reserves or charges shall have been created shall be then or thereafter required to be paid or discharged), as to the value of or the method of valuing any investment owned or held by the Corporation, as to market value or fair value of any investment or fair value of any other asset of the Corporation, as to the allocation of any asset of the Corporation to a particular Class or Classes of the Corporation's stock, as to the charging of any liability of the Corporation to a particular Class or Classes of the Corporation's stock, as to the number of shares of the Corporation outstanding, as to the estimated expense to the Corporation in connection with purchases of its shares, as to the ability to liquidate investments in orderly fashion, or as to any other matters relating to the issue, sale, redemption or other acquisition or disposition of investments or shares of the Corpo- D-5 ration, shall be final and conclusive and shall be binding upon the Corporation and all holders of its shares, past, present and future, and shares of the Corporation are issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid. EIGHTH: (1) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. (2) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation andFund, at the request of the ~~Corporation, serves~~Adviser (or its successor) the Fund shall take all steps necessary under law to change its corporate name to delete the reference to Sanford C. Bernstein or ~~has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise~~to delete the reference to Bernstein from ~~and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer~~the name of the ~~Corporation. The Corporation~~Portfolio, and shall ~~have the power,~~thereafter refrain from using such name with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above andreference to any ~~employee or agent of~~such Portfolio and, if applicable, the ~~Corporation or a predecessor of~~Fund.
This Agreement contains the ~~Corporation. (3) The provisions of this Article EIGHTH shall be subject to~~entire agreement between the limitations of the Investment Company Act. (4) Neither the amendment nor repeal of this Article EIGHTH, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article EIGHTH, shall apply to or affect in any respect the applicability of the preceding sections of this Article EIGHTHparties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any ~~act~~duty upon, either of the parties to do anything in violation of any applicable laws or ~~failure~~regulations.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and the Adviser have caused this Agreement to ~~act which occurred prior to such amendment, repeal or adoption. NINTH: The Corporation reserves~~be executed by their duly authorized officers as of the ~~right to amend, alter, change or repeal any provision contained in its Charter in the manner now or hereafter prescribed~~date first above written.
SANFORD C. BERNSTEIN FUND, INC.
By:
ALLIANCEBERNSTEIN L.P.
By:
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FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
[Bernstein]
This Investment Advisory Agreement (the "Agreement") is entered into as of [], 2018 by and between Bernstein Fund, Inc. (the "Fund"), a corporation duly organized and existing under the laws of the State of Maryland on behalf of the portfolios listed onAnnex A hereto (each, a "Portfolio" and, together, the "Portfolios") and AllianceBernstein L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the "Adviser").
WHEREAS, the Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is engaged in rendering management and investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Adviser is willing to provide management and investment advisory services to the Fund and the Portfolios on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, the Fund and the Adviser agree as follows:
1. Investment Description; Appointment
(a)Investment Description. The investment objective(s), policies and limitations of each Portfolio of the Fund are specified in the applicable prospectus and Statement of Additional Information for the Portfolio (collectively, the "Disclosure Documents") filed with the Securities and Exchange Commission (the "SEC") as part of the Fund's Registration Statement on Form N-1A, as it may be periodically amended or supplemented.
(b)Appointment of Adviser. The Fund hereby appoints the Adviser to act as a manager and investment adviser of the Fund's Portfolios and to furnish, or arrange for its affiliates or subadvisers to furnish, the management, administrative and investment advisory services described below, subject to the policies of, review by and overall control of the Board of Directors of the Fund (the "Board"), for the period and on the terms and conditions set forth in this Agreement. The Adviser hereby accepts such appointment and agrees during such period, at its own expense (except as otherwise provided herein), to render, or arrange for the rendering of, such services and to assume the obligations herein for the compensation provided for herein. The Adviser and its affiliates for all purposes herein shall be deemed to be independent contractors and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed agents of the Fund.
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2. Duties of the Investment Adviser
(a)Management and Administrative Services. The Adviser shall perform, or arrange for its affiliates to perform, the management and administrative services necessary for the operation of the Fund and the Portfolios, including providing the Fund necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Fund and the Portfolios, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. As described below in Section 7(c) of this Agreement, the Fund agrees to reimburse the Adviser or its affiliates for the costs and expenses associated with certain administrative, legal, compliance, recordkeeping and other services and personnel.
(b)Investment Advisory Services. Subject to the supervision, direction and approval of the Board, the Adviser will conduct a continual program of investment, evaluation, purchase, sale, and reinvestment of the Portfolios' assets. Subject to paragraph (c) below, the Adviser is authorized, in its sole discretion, to: (i) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such information relates to securities or other financial instruments that are purchased for or considered for purchase by the Portfolios; (ii) make investment decisions for the Portfolios (including the exercise or disposition of rights accompanying portfolio securities (such as tender offers or exchanges) and other attendant rights thereto); (iii) place purchase and sale orders for portfolio transactions on behalf of the Portfolios and manage otherwise uninvested cash assets of the Portfolios; (iv) arrange for the pricing of Portfolio securities; (v) execute account documentation, agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Adviser's management of the assets of the Portfolios (in such respect, the Adviser will act as the Portfolios' agent and attorney-in-fact); (vi) employ professional portfolio managers, securities analysts and other investment professionals who provide research services to the Portfolios; (vii) engage certain third party professionals, consultants, experts or specialists in connection with the Adviser's management of the assets of the Portfolios (in such respect, the Adviser will act as the Portfolios' agent and attorney-in-fact); (viii) make decisions with respect to the use by the Portfolios of borrowing for leverage or other investment or corporate purposes; and (ix) vote or determine to abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolios are invested. The Adviser will in general take such action as is appropriate to effectively manage the Fund's investment practices. In addition:
(i) The Adviser will maintain and preserve the records specified in Section 14 of this Agreement and any other records related to the Portfolios' transactions as are required under any applicable state or federal securities law or regulation, including: the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Advisers Act.
(ii) The Adviser shall at all times perform its obligations in material compliance with: (A) the provisions of the Articles of Incorporation and the By-Laws of the Fund, as amended from time to time; (B) the fundamental and non-fundamental investment policies and restrictions of a Portfolio in effect from time to time; and (C) the Disclosure Documents of the applicable Portfolio in effect from time to time. In addition, the Adviser will comply with procedures of the Fund ("Fund Procedures") provided to the Adviser by the Fund. The Adviser will notify the Fund as soon as reasonably practicable upon detection of any material breach under this Section 2(b)(ii), including detection of any "material compliance matters" as defined in Rule 38a-1 under the 1940 Act.
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(iii) The Adviser will maintain a written code of ethics (the "Code of Ethics") that complies with Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Fund along with any amendments to such Code of Ethics in effect from time to time, and will adhere to such Code of Ethics in performing its services under this Agreement.
(iv) The Adviser, as directed by the Board, will manage the investment and reinvestment of the assets of the Portfolios in a manner consistent with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, subject to the best interests of each Portfolio. Notwithstanding the foregoing, the Adviser may recommend that a Portfolio incur excise tax or other taxes or associated costs if it believes it is in the best interest of the Portfolio with respect to making periodic distributions or is otherwise in the best interest of the management of the Portfolio's cash or other assets.
(c)Subadvisers. In carrying out its responsibilities hereunder, the Adviser may employ, retain or otherwise avail itself of the services of other persons or entities including without limitation, affiliates of the Adviser, on such terms as the Adviser shall determine to be necessary, desirable or appropriate. However, if the Adviser chooses to retain or avail itself of the services of another person or entity to provide investment advice with respect to assets of a Portfolio (a "Subadviser"), such other person or entity must be (i) registered as an investment adviser under the Advisers Act, (ii) retained at the Adviser's own cost and expense and (iii) retained subject to the requirements of Section 15 of the 1940 Act or any exemption therefrom.
3. Information and Reports
(a) The Adviser will keep the Fund informed of developments relating to its duties as investment adviser of which the Adviser has, or should have, knowledge that would materially affect the Fund. In this regard, the Adviser will provide the Fund and its officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Fund may from time to time reasonably request.
(b) The Adviser also will provide the Fund with any information reasonably requested regarding its management of the Fund or the Portfolios required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the SEC. The Adviser will promptly inform the Fund if any information in the Disclosure Documents, as amended or supplemented from time to time, is (or will become) inaccurate or incomplete.
4. Standard of Care
The Adviser will exercise its reasonable judgment and will act in good faith and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund or the Portfolios, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Section 4, the term "Adviser" shall include any affiliates of the Adviser performing services for the Fund contemplated hereby, and directors, officers and employees of the Adviser and of such affiliates. The Adviser assumes no responsibility under this Agreement other than to render the services stated herein.
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5. Adviser's Duties Regarding Fund Transactions
(a)Placement of Orders. The Adviser will take all actions that it considers necessary to implement the investment policies of the Portfolios, and, in particular, to place all orders for the purchase or sale of securities or other investments for the Portfolios with brokers or dealers the Adviser, in its sole discretion, selects. To that end, the Adviser is authorized as each Portfolio's agent to give instructions to the Fund's custodian as to deliveries of securities or other investments and payments of cash for the Portfolio's account. In connection with the selection of brokers or dealers and the placement of purchase and sale orders, the Adviser is subject to the supervision of the Board and is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set out in the Portfolios' current Disclosure Documents, subject to provisions (b) and (c) of this Section 5.
(b)Selection of Brokers and Dealers. In the selection of brokers and dealers to execute portfolio transactions, the Adviser is authorized to consider not only the available prices and rates of brokerage commissions, but also other relevant factors, which may include, without limitation: the execution capabilities of the brokers and dealers; the research and other services provided by the brokers and dealers that the Adviser believes will enhance its general portfolio management capabilities; the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers. In connection with the foregoing, the Adviser is specifically authorized to pay those brokers and dealers who provide brokerage and research services to the Adviser a higher commission than that charged by other brokers and dealers if the Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the services in terms of either the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and to any other client accounts or portfolios that the Adviser advises. The execution of such transactions will not be considered to represent an unlawful breach of any duty created by this Agreement or otherwise. To the extent permitted by applicable law and authorized by the Board, the Adviser may select affiliated brokers and dealers to execute portfolio transactions.
(c)Aggregated Transactions. On occasions when the Adviser deems the purchase or sale of a security or other financial instrument to be in the best interest of the Fund or a Portfolio, as well as other clients, the Adviser is authorized, but not required, to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund or Portfolio with similar orders being made on the same day for other client accounts or portfolios that the Adviser manages. When an order is so aggregated, the Adviser may allocate the recommendations or transactions among all accounts and portfolios for whom the recommendation is made or transaction is effected on a basis that the Adviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its other clients. The Adviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund.
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6. Compensation
For the services rendered and the expenses assumed by the Adviser (other than those services described below in Section 7(c) of this Agreement), each Portfolio shall pay to the Adviser at the end of each calendar month a fee at the annualized rates set forthAnnex B hereto.The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Effective Date occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month will be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Adviser, the value of a Portfolio's assets will be computed at the times and in the manner specified in the Disclosure Documents, and on days on which the value of Portfolio assets are not so determined, the asset value computation to be used will be as determined on the immediately preceding day on which the asset value was determined. As described in Section 7(c) of this Agreement, in addition to the fees set forth in this Section 6 (includingAnnex B hereto), the Fund will reimburse the Adviser or its affiliates for the costs and expenses associated with certain administrative, legal, compliance, recordkeeping and other services and personnel.
7. Expenses
(a)The Adviser. All investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and not by the Fund or the Portfolios. Notwithstanding the foregoing, the Fund agrees to reimburse the Adviser or its affiliates for the costs and expenses associated with certain administrative, legal, compliance, recordkeeping and other services and personnel as provided in subsection (c) to this Section 7.
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(b)The Fund. The Fund and the Portfolios will bear all other expenses to be incurred in their operations (including to the extent such operations are performed by the Adviser or its affiliates), including, but not limited to, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments (including, without limitation, security settlement costs); (iii) calculating a Portfolio's net asset value (including the cost and expenses of any independent valuation firm, or agent or service provider of the Fund (including, without limitation, Fund administrators, custodians and pricing services)); (iv) interest payable on debt and dividends and distributions on stock, as applicable, if any, incurred to finance the Portfolio's investments; (v) custodian, registrar and transfer agent fees and fees and expenses of other service providers; (vi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; fees and expenses of the Fund's directors who are not "interested persons" of the Adviser; (vii) the cost of office facilities as described in Section 7(c) of this Agreement; (viii) legal and audit expenses; (ix) fees and expenses related to the registration and qualification of a Portfolio and the Portfolio's shares for distribution under state and federal securities laws; (x) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolios; (xi) all other expenses incidental to holding meetings of the Portfolios' shareholders, including proxy solicitations therefor; (xii) insurance premiums for fidelity bond and other insurance coverage; (xiii) investment management fees; (xiv) the fees of any trade association of which the Fund is a member; (xv) expenses of filing, printing and mailing prospectuses and supplements thereto to shareholders of the Portfolios; (xvi) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund or the Portfolios; (xvii) all other expenses incurred by the Fund or the Portfolios in connection with administering the business of the Fund or the Portfolios, including each Portfolio's allocable portion of the cost of the Fund's legal, compliance, administrative and accounting personnel, and their respective staffs; (xviii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations that the Fund may have to indemnify the Fund's directors, officers and/or employees or agents with respect to these actions, suits or proceedings; (xix) organizational expenses of the Fund and the Portfolios; and (xx) the costs, fees and expenses otherwise stated in this Agreement as applicable to the Fund or the Portfolios, including, without limitation, those set out in Section 7(c).
(c) At the request of the Fund, and as determined by the Board from time to time, the Adviser or its affiliates shall perform (or delegate, oversee, or arrange for, the performance of) certain administrative, legal, compliance, recordkeeping and other services necessary for the operation of the Fund and the Portfolios not otherwise provided by other Fund service providers. The Adviser or its affiliates, acting in such capacity, shall make reports to the Board of its or their performance of such services and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable. In full consideration of the provision of such services, the Fund shall reimburse the Adviser or its affiliates for the costs and expenses (other than compensation of the employees of the Adviser acting in its capacity as investment adviser) incurred by the Adviser or its affiliates, if any, in performing the services and providing the facilities contemplated in this Section 7(c). Such costs and expenses include, but are not limited to, direct costs and expenses of the services, including, without limitation, the cost of systems necessary for the operations of the Fund (including, but not limited to, application licensing, development and maintenance, data licensing and reporting); secretarial and other staff; printing, mailing, long distance telephone, copying; each Portfolio's allocable portion of the Adviser's or its affiliate's overhead in performing its obligations under this Section, including, without limitation, rent and the allocable portion of the cost, if any, of the Fund's legal, compliance, administrative and accounting personnel, and their respective staffs. The Adviser or its affiliates shall be reimbursed for the cost and expenses of such services. The methodology for determining costs and expenses shall be subject to review and approval by the Board.
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8. Services to Other Companies or Accounts
The Fund understands that the Adviser and its affiliates now act, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies that have the same, similar or different investment objectives and strategies as the Portfolios, including any offshore entities or private accounts. The Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser's duties under this Agreement may not devote their full time to such duties, and that nothing contained in this Agreement will be deemed to limit or restrict the right of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
9. Custody
Nothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Fund.
10. Term of Agreement; Termination of Agreement; Amendment of Agreement
(a)Term. This Agreement will become effective [], 2018 (the "Effective Date"), and, unless terminated in accordance with its terms, will continue for an initial one-year term and thereafter so long as such continuance is specifically approved at least annually as required by the 1940 Act or any exemption therefrom.
(b)Termination. This Agreement may be terminated with respect to a Portfolio, without penalty, (i) by the Board or by vote of holders of a majority of the outstanding shares of the Portfolio upon sixty (60) days' written notice to the Adviser, and (ii) by the Adviser upon sixty (60) days' written notice to the Fund with respect to the Portfolio. This Agreement also will terminate automatically in the event of its assignment. For the avoidance of doubt, the termination of this Agreement with respect to one Portfolio shall not operate to terminate this Agreement with respect to any other Portfolio unless such termination is specifically agreed by the parties hereto as including such other Portfolio.
(c)Amendment. This Agreement may be amended by the parties with respect to a Portfolio only if the amendment is specifically approved by: (i) a majority of those directors of the Fund who are not parties to this Agreement or "interested persons" of any party cast in person at a meeting called for the purpose of voting on the Agreement's approval; and (ii) if required by applicable law, the vote of a majority of the outstanding shares of the Portfolio. For the avoidance of doubt, any amendment of this Agreement with respect to one Portfolio shall not operate to amend this Agreement with respect to any other Portfolio unless such amendment is specifically agreed by the parties hereto as including such other Portfolio.
11. Representations and Covenants of the Fund
The Fund represents and covenants to the Adviser as follows:
(a) The Fund is duly organized and validly existing under the laws of the State of Maryland with the power to own and possess its assets and carry on its business as the business is now being conducted.
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(b) The execution, delivery and performance by the Fund of this Agreement are within the Fund's powers and have been duly authorized by all necessary actions of the Board, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Fund's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Fund.
(c) The Fund is, or will be prior to commencing operations, registered as a management investment company under the 1940 Act and the Fund's shares are (or will be prior to commencing operations) registered under the Securities Act of 1933, as amended, and under any applicable state securities laws.
12. Representations and Covenants of the Adviser
The Adviser represents and covenants to the Fund that as of the commencement of operations of the Fund:
(a) It is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as this business is now being conducted.
(b) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.
(c) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.
(d) It is registered with the SEC as an investment adviser under the Advisers Act.
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13. Indemnification
Indemnification of Adviser. The Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the "Indemnified Parties")) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and the reasonable cost of investigating or defending any loss, liability, claim, damage or expenses incurred in connection therewith) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance or non-performance of any of the Adviser's duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which ~~alters~~ the ~~contract~~Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of the reckless disregard of the Adviser's duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).
14. Records
(a) Maintenance of Records. The Adviser hereby undertakes and agrees to maintain for the Fund, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Adviser's responsibilities under this Agreement (the "Fund's Books and Records").
(b) Ownership of Records. The Adviser agrees that the Fund's Books and Records are the Fund's property and further agrees to surrender them promptly to the Fund upon the request of the Fund; provided, however, that the Adviser may retain copies of the Fund's Books and Records at its own cost. The Fund's Books and Records will be made available, within two (2) business days of a written request, to the Fund's accountants or auditors during regular business hours at the Adviser's offices. The Fund or its authorized representatives will have the right to copy any records in the Adviser's possession that pertain to the Fund. These books, records, information, or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Fund's Books and Records will be returned to the Fund.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof, and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions in this Agreement, conflict with the applicable provisions of the 1940 Act, the latter shall control.
D-57
16. Entire Agreement; Severability; No Third Party Beneficiary
This Agreement (including the Annexes hereto) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors. For the avoidance of doubt, this Agreement does not, and is not intended to, confer any rights, privileges, claims or remedies upon any person other than the parties and their respective successors.
17. Liability of a Portfolio
The Adviser agrees that for services rendered to a Portfolio, or for any claim by it in connection with services rendered to a Portfolio, it shall look only to the assets of such Portfolio for satisfaction and that it shall have no claim against the assets of any other portfolios of the Fund.
18. Definitions
The terms "assignment," "affiliated person," and "interested person," when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940 Act. The term "majority of the outstanding shares" means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.
19. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as ~~expressly~~of the date first above written.
BERNSTEIN FUND, INC.
By:
Name:
Title:
ALLIANCEBERNSTEIN L.P.
By:
Name:
Title:
D-58
ANNEX A
Portfolios
International Small Cap Portfolio
International Strategic Equities Portfolio
Small Cap Core Portfolio
D-59
ANNEX B
Pursuant to Section 6 of this Agreement, for the services rendered and the expenses assumed by the Adviser (other than those services described in Section 7(c) of this Agreement), each Portfolio shall pay to the Adviser at the end of each calendar month the applicable fee at the annualized rates set forth in the ~~Charter,~~table below.
Name of Portfolio Advisory Fee
International Small Cap Portfolio 1.00% of the Portfolio's average net assets.
International Strategic Equities Portfolio 0.75% of the first $2.5 billion of the Portfolio's average net assets; 0.65% of the excess over $2.5 billion up to $5 billion; and 0.60% of the excess of the Portfolio's average net assets over $5 billion.
Small Cap Core Portfolio 0.80% of the Portfolio's average net assets.
If the Adviser shall serve hereunder for less than the whole of any ~~outstanding stock, and all rights conferred upon~~month, the fee hereunder shall be prorated.
D-60
APPENDIX E – INFORMATION REGARDING CURRENT AGREEMENTS
The Adviser currently serves as investment adviser to the Fund pursuant to the current investment advisory agreement. The table below sets forth the date of each Fund's current investment advisory agreement, the date it was last submitted to a vote of stockholders, ~~herein are granted subject to this reservation. 1. The amendment and restatement~~the annual rate of the ~~Charter~~advisory fee, the annual rate at which advisory fees were paid by each Fund to the Adviser for the most recently ended fiscal year, the aggregate amount of advisory fees paid by each Fund to the Adviser for the Fund's most recently ended fiscal year and each Fund's net assets as ~~hereinabove set~~of the most recently ended fiscal year. The table also reflects information regarding the fee rate paid to the Adviser and the net assets of each registered investment company with an investment objective similar to the investment objectives of the Funds.
Growth of Capital
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB All China Equity Portfolio July 25, 2018 July 25, 2018 .95% of average daily net assets N/A N/A N/A Y
AB All Market Alternative Return Portfolio March 4, 2015 March 4, 2015 .75% of average daily net assets 0.62% 759,873
229,318,877

Y
AB Concentrated Growth Fund March 1, 2014 February 27, 2014 0.80% of average daily net assets 0.80% 2,866,411
407,889,343

Y
AB Concentrated International Growth Portfolio April 15, 2015 April 15, 2015 0.85% of average daily net assets 0.00% 0 32,640,624 Y
AB Emerging Markets Core Portfolio September 9, 2015 September 9, 2015
0.95% of the first $2.5 billion of average daily net assets
0.90% of the next $2.5 billion up to $5 billion of average daily net assets
0.85% of the excess over $5 billion of average daily net assets
0.00% 0 5,425,118 Y
AB FlexFee Core Opportunities Portfolio June 28, 2017 June 28, 2017 .55% of average daily net assets¹ 0.00% 0
1,105,437

Y
E-1
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB FlexFee Emerging Markets Growth Portfolio October 22, 2014, as amended June 28, 2017 June 28, 2017 .75% of average daily net assets² 0.00% 0 6,151,553 Y
AB FlexFee International Strategic Core Portfolio June 28, 2017 June 28, 2017 .55% of average daily net assets¹ 0.00% 0 3,208,824 Y
AB FlexFee Large Cap Growth Portfolio June 28, 2017 June 28, 2017 .55% of average daily net assets¹ 0.00% 0
1,274,456

Y
AB FlexFee US Thematic Portfolio June 28, 2017 June 28, 2017 .55% of average daily net assets¹ 0.00% 0
1,110,913

Y
_______________________________
¹ The Fund pays the Adviser a base management fee at an annualized rate of 0.55% of the Fund's average daily net assets ("Base Fee"). The management fee is increased or decreased from the Base Fee by a performance adjustment ("Performance Adjustment") that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund ("Measuring Class") exceeds, or is exceeded by, the performance of a specified index plus 1.40% ("Index Hurdle") over a specified period ("Performance Period"). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts 0.00357% (0.357 basis points) of the Fund's average daily net assets for each 0.01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- 0.50% ("Maximum Performance Adjustment") of the Fund's average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by 1.40% or more for the Performance Period. The applicable indices for AB FlexFee Core Opportunities Portfolio, AB FlexFee International Strategic Core Portfolio, AB FlexFee Large Cap Growth Portfolio and AB FlexFee US Thematic Portfolio are the S&P 500 Index, the MSCI EAFE Index (net), the Russell 1000 Growth Index and the S&P 500 Index, respectively.
On a monthly basis, the Fund pays the Adviser the minimum fee rate of 0.05% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month.
At the end of the Performance Period, the Fund pays the Adviser the total Management Fee, less the amount of any minimum fees paid during the Performance Period and any applicable waivers.
²The Fund pays the Adviser a base management fee at an annualized rate of 0.75% of the Fund's average daily net assets ("Base Fee"). The management fee is increased or decreased from the Base Fee by a performance adjustment ("Performance Adjustment") that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund ("Measuring Class") exceeds, or is exceeded by, the performance of the MSCI Emerging Markets Index plus 1.75% ("Index Hurdle") over a specified period ("Performance Period"). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts 0.004% (0.40 basis points) of the Fund's average daily net assets for each 0.01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- 0.70% ("Maximum Performance Adjustment") of the Fund's average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by 1.75% or more for the Performance Period.
On a monthly basis, the Fund pays the Adviser the minimum fee rate of 0.05% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month.
At the end of the Performance Period, the Fund pays the Adviser the total Management Fee, less the amount of any minimum fees paid during the Performance Period and any applicable waivers.
E-2
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Global Core Equity Portfolio November 12, 2014 November 12, 2014
0.75% of the first $2.5 billion of average daily net assets
0.65% of the excess over $2.5 billion up to $5 billion of average daily net assets
0.60% of the excess over $5 billion of average daily net assets
0.68% 1,488,603 316,809,807 Y
AB International Strategic Core Portfolio July 29, 2015 July 29, 2015
0.75% of the first $2.5 billion of average daily net assets
0.65% of the excess of $2.5 billion up to $5 billion of average daily net assets
0.60% of the excess over $5 billion of average daily net assets
0.00% 0
35,570,921

Y
AB Select US Equity Portfolio December 8, 2011 December 8, 2011 1.00% of average daily net assets 1.00% 2,900,181 279,772,273 Y
AB Select US Long/Short Portfolio December 12, 2012 December 12, 2012
1.50% of the first $2.5 billion of average daily net assets
1.475% of the excess over $2.5 billion of average daily net assets
1.62% 16,671,530
929,162,351

Y
AB Small Cap Growth Portfolio July 22, 1992 June 11, 1992
0.75% of the first $2.5 billion of average daily net assets
0.65% of the excess over $2.5 billion up to $5 billion of average daily net assets
0.60% of the excess over $5 billion of average daily net assets
0.75% 8,509,709
1,294,889,776

N
E-3
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Small Cap Value Portfolio December 3, 2014 December 3, 2014 .80% of average daily net assets 0.78% 1,731,268 271,627,705 Y
AB Core Opportunities Fund, Inc. December 6, 1999, as amended September 7, 2004 December 6, 1999
.55 of 1% of the first $2.5 billion of average daily net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.40 of 1% of the excess over $5 billion of average daily net assets
0.55% 1,366,627
271,706,926

Y
AB Discovery Growth Fund, Inc. April 20, 1993 April 20, 1993
0.75% of the first $500 million of average daily net assets
0.65% of the excess over $500 million up to $1 billion of average daily net assets
0.55% of the excess over $1 billion of average daily net assets
0.63% 11,976,332 2,001,300,502 Y
AB Large Cap Growth Fund, Inc. September 17, 1992, as amended as of October 13, 1998, September 7, 2004, June 14, 2006 and February 3, 2017 August 6, 1992
0.60% of the first $2.5 billion of average daily net assets
0.50% of the excess over $2.5 billion up to $5 billion of average daily net assets
0.45% of the excess over $5 billion of average daily net assets
0.63% 25,705,309
5,011,829,619

Y
AB Multi-Manager Alternative Fund June 5, 2012 June 22, 2012 1.50% of net assets 1.50% 18,427,232
1,155,059,828

Y
E-4
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Relative Value Fund, Inc. July 22, 1992 as amended December 7, 2000, September 7, 2004 and June 14, 2006 July 22, 1992
.55% of the first $2.5 billion of average daily net assets
.45% of the excess over $2.5 billion up to $5 billion of average daily net assets
.40% of the excess over $5 billion as a percentage of average daily net assets
0.47% 7,943,549 1,753,655,959 Y
AB Sustainable Global Thematic Fund, Inc. July 22, 1992, as amended February 15, 2000, September 7, 2004 and June 14, 2006 June 11, 1992
0.75% of the first $2.5 billion of aggregate net assets
0.65% of the excess over $2.5 billion up to $5 billion of aggregate net assets
0.60% of the excess over $5 billion of aggregate net assets
0.77% 5,244,165
802,619,983

Y
AB Sustainable International Thematic Fund, Inc. April 22, 1994, as amended January 23, 2003 and September 7, 2004 April 19, 1994
0.75% of the first $2.5 billion of average daily net assets
0.65% of the excess over $2.5 billion up to $5 billion of average daily net assets
0.60% of the excess over $5 billion of average daily net assets
0.75% 2,277,806
307,461,777

N
AB Discovery Value Fund January 31, 2001, as amended September 7, 2004 February 16, 2001
.75 of 1% of the first $2.5 billion of average daily net assets
.65 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.60 of 1% of the excess over $5 billion of average daily net assets
0.74% 20,372,788
2,964,675,931

N
E-5
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB International Value Fund January 31, 2001, as amended September 7, 2004 February 16, 2001
.75 of 1% of the first $2.5 billion of average daily net assets
.65 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.60 of 1% of the excess over $5 billion of average daily net assets
0.75% 2,053,477
282,439,357

N
AB Value Fund January 31, 2001, as amended September 7, 2004 February 16, 2001
.55 of 1% of the first $2.5 billion of average daily net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.40 of 1% of the excess over $5 billion of average daily net assets
0.55% 2,251,420
420,029,839

N
AVP AB Global Thematic Growth Portfolio May 1, 1997 February 1, 1996
.75 of 1% of the first $2.5 billion of aggregate net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.60 of 1% of the excess over $5 billion of aggregate net assets
0.75% 974,543 146,451,809 N
AVP AB Growth Portfolio May 1, 1997 October 24, 1994
.75 of 1% of the first $2.5 billion of aggregate net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.60 of 1% of the excess over $5 billion of aggregate net assets
0.75% 505,249 70,176,290 Y

E-6
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AVP AB Growth and Income Portfolio July 22, 1992 June 11, 1992
.55 of 1% of the first $2.5 billion of aggregate net assets
.45 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.40 of 1% of the excess over $5 billion of aggregate net assets
0.55% 5,804,123 1,066,114,145 N
AVP AB International Growth Portfolio September 7, 2004 October 24, 1994
.75 of 1% of the first $2.5 billion of aggregate net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.60 of 1% of the excess over $5 billion of aggregate net assets
0.75% 501,404 71,324,887 N
AVP AB International Value Portfolio May 1, 2001 May 1, 2001
.75 of 1% of the first $2.5 billion of average net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of average net assets
.60 of 1% of the excess over $5 billion of average net assets
0.75% 3,734,261 485,898,894 N
AVP AB Large Cap Growth Portfolio July 22, 1992 June 11, 1992
.60 of 1% of the first $2.5 billion of aggregate net assets
.50 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.45 of 1% of the excess over $5 billion of aggregate net assets
0.61% 2,646,057 429,326,461 N

E-7
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AVP AB Small Cap Growth Portfolio May 1, 1997 July 22, 1996
.75 of 1% of the first $2.5 billion of aggregate net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.60 of 1% of the excess over $5 billion of aggregate net assets
0.75% 309,993 49,434,774 N
AVP AB Small-Mid Cap Value Portfolio May 1, 2001 May 1, 2001
.75 of 1% of the first $2.5 billion of average net assets
.65 of 1% of the excess over $2.5 billion up to $5 billion of average net assets
.60 of 1% of the excess over $5 billion of average net assets
0.75% 5,108,548 703,153,125 N
AVP AB Value Portfolio May 1, 2001 May 1, 2001
.55 of 1% of the first $2.5 billion of average net assets
.45 of 1% of the excess over $2.5 billion up to $5 billion of average net assets
.40 of 1% of the excess over $5 billion of average net assets
0.55% 416,715 73,312,648 N
AB Growth Fund January 6, 2011 April 8, 1993
.75 of 1% of the first $2.5 billion of average daily net assets
.65 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.60 of 1% of the excess over $5 billion of average daily net assets
0.75% 5,321,901
766,082,393

Y

E-8
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Tax-Managed All Market Income Portfolio January 6, 2011 April 8, 1993
.55 of 1% of the first $2.5 billion of average daily NAV
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily NAV
.40 of 1% of the excess over $5 billion of average daily NAV
0.44% 579,670
129,879,683

Y
AB Tax-Managed Wealth Appreciation Strategy January 6, 2011 January 5, 2011
.65 of 1% of the first $2.5 billion of average daily NAV
.55 of 1% of the excess of $2.5 billion up to $5 billion of average daily NAV
.50 of 1% of the excess over $5 billion of average daily NAV
0.65% 4,447,857
687,913,741

Y
AB Wealth Appreciation Strategy January 6, 2011 January 5, 2011
.65 of 1% of the first $2.5 billion of average daily NAV
.55 of 1% of the excess of $2.5 billion up to $5 billion of average daily NAV
.50 of 1% of the excess over $5 billion of average daily NAV
0.65% 8,628,579
1,323,041,344

Y
Bernstein International Strategic Equities Portfolio December 15, 2015 as amended January 1, 2018 September 17, 2015
0.75% on the first $2.5 billion
0.65% in excess of $2.5 billion up to, but not exceeding $5 billion
0.60% of assets in excess of $5 billion
0.84% 14,634,588
3,190,218,188

N
Bernstein International Small Cap Portfolio December 15, 2015 as amended January 1, 2018 September 17, 2015 1.00% of average daily net assets 1.00% 8,041,363
1,073,855,166

Y

E-9
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
Bernstein Small Cap Core Portfolio December 15, 2015 as amended January 1, 2018 September 17, 2015 0.80% of average daily net assets 0.80% 6,453,037
885,574,082

N
SCB Emerging Markets Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.95% of the first $2.5 billion of average daily net assets
0.90% in excess of $2.5 billion up to, but not exceeding $5 billion of average daily net assets
0.85% of assets in excess of $5 billion of average daily net assets
1.12% 15,303,883
1,486,069,403

N
SCB International Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.75% on the first $2.5 billion of average daily net assets
0.65% in excess of $2.5 billion up to, but not exceeding $5 billion of average daily net assets
0.60% of assets in excess of $5 billion of average daily net assets
0.85% 12,971,941
1,657,121,184

N
SCB Tax-Managed International Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.75% on the first $2.5 billion of average daily net assets

0.65% in excess of $2.5 billion up to, but not exceeding $5 billion

0.60% of assets in excess of $5 billion
0.82% 29,418,428
3,696,982,103

N

E-10
Total Return
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB FlexFee High Yield Portfolio July 15, 2014, as amended February 1, 2018 January 18, 2018 .40% of average daily net assets³ 0.00% 0 28,385,528 Y
AB Intermediate Bond Portfolio July 1, 1999 June 11, 1992
.45 of 1% of the first $2.5 billion of average net assets
.40 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.35 of 1% of the excess over $5 billion up to $8 billion of average net assets
.30 of 1% of the excess over $8 billion of average net assets
0.22% 778,989 360,118,751 Y
AB All Market Income Portfolio December 14, 2014 December 18, 2014
.55% of the first $2.5 billion of average daily net assets
.45% of the excess over $2.5 billion up to $5 billion of average daily net assets
.40% of the excess over $5 billion of average daily net assets
0.00% 0 95,340,065 Y
_______________________________

³ The Fund pays the Adviser a base management fee at an annualized rate of 0.40% of the Fund's average daily net assets ("Base Fee"). The management fee is increased or decreased from the Base Fee by a performance adjustment ("Performance Adjustment") that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund ("Measuring Class") exceeds, or is exceeded by, the performance of the Market iBoxx USD Liquid High Yield Index plus 0.75% ("Index Hurdle") over a specified period ("Performance Period"). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts 0.002667% (0.2667 basis points) of the Fund's average daily net assets for each 0.01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the current business day.
The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- 0.30% ("Maximum Performance Adjustment") of the Fund's average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by 0.70% or more for the Performance Period.
On a monthly basis, the Fund pays the Adviser the minimum fee rate of 0.10% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month.
At the end of the Performance Period, the Fund pays the Adviser the total Management Fee, less the amount of any minimum fees paid during the Performance Period and any applicable waivers.
E-11
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Emerging Markets Multi-Asset Portfolio August 31, 2011 August 30, 2011
.85 of 1% of the first $1 billion of average daily net assets
.80 of 1% of the excess over $1 billion up to $2 billion of average daily net assets
.75 of 1% of the excess over $2 billion up to $3 billion of average daily net assets
.70 of 1% of the excess over $3 billion of average daily net assets
0.13% 189,335
142,351,608

Y
AB Taxable Multi-Sector Income Shares September 15, 2010 September 14, 2010 N/A⁴ 0.00% 0 129,628,354 N
AB Equity Income Fund, Inc. September 28, 1993, as amended September 7, 2004 and June 14, 2006 September 15, 1993
.55% of the first $2.5 billion of average daily net assets
.45% of the excess over $2.5 billion up to $5 billion of average daily net assets
.40% of the excess over $5 billion of average daily net assets
0.55% 3,813,105 657,986,122 N
E-12
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Global Real Estate Investment Fund, Inc. August 27, 1996, as amended September 7, 2004 and June 14, 2006 August 27, 1996
.55% of the first $2.5 billion of average daily net assets
.45% of the excess over $2.5 billion up to $5 billion of average daily net assets
.40% of the excess over $5 billion of average daily net assets
0.55% 820,069
148,691,831

N
⁴ The Fund does not pay an advisory fee to the Adviser, but is an integral part of "wrap-fee" programs and other investment programs sponsored by investment advisers. Participants in wrap-fee programs or other similar fee-based programs pay a "wrap fee" or similar fee to the program's sponsor that covers investment advisory and administrative and other similar services (and in turn the program sponsor pays fees to the Adviser), while institutional investment advisory clients of the Adviser pay the Adviser a fee for investment advisory and administrative and other similar services.
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Global Risk Allocation Fund, Inc. July 22, 1992, as amended September 7, 2004 and June 14, 2006 June 11, 1992
.60% of the first $200 million of average daily net assets
.50% of the next $200 million of average daily net assets
.40% of the excess over $400 million of average daily net assets
0.57% 1,634,353
281,807,062

Y
E-13
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB High Income Fund, Inc. February 1, 1994, as amended September 7, 2004 and November 2, 2006 July 15, 2014
.50 of 1% for the first $2.5 billion of average daily net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.40 of 1% of the excess over $5 billion of average daily net assets
0.45% 35,531,703 8,088,586,359 Y
AB Global Real Estate Investment Fund II November 14, 1997, as amended as of May 1, 1999, July 20, 2000, and September 7, 2004 November 3, 1997
.55% of the first $2.5 billion of average daily net assets
.45% of the excess over $2.5 billion up to $5 billion of average daily net assets
.40% of the excess over $5 billion of average daily net assets
0.55% 1,807,526 327,644,430 N
AVP AB Balanced Wealth Strategy Portfolio May 1, 2004 May 1, 2004
.55 of 1% of the first $2.5 billion of average net assets
.45 of 1% of the excess over $2.5 billion up to $5 billion of average net assets
.40 of 1% of the excess over $5 billion of average net assets
0.55% 1,672,136 303,398,012 Y
E-14
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AVP AB Dynamic Asset Allocation Portfolio April 1, 2011 April 1, 2011 .70 of 1% of average net assets 0.70% 4,086,774 605,031,144 Y
AVP AB Intermediate Bond Portfolio July 22, 1992 December 7, 1993
.45 of 1% of the first $2.5 billion of aggregate net assets
.40 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets
.35 of 1% of the excess over $5 billion up to $8 billion of aggregate net assets
.30% of 1% in excess of $8 billion of aggregate net assets
0.45% 250,190 52,958,282 Y
AVP AB Real Estate Investment Portfolio May 1, 1997 December 1, 1996
.55 of 1% of the first $2.5 billion of average net assets
.45 of 1% of the excess over $2.5 billion up to $5 billion of average net assets
.40 of 1% of the excess over $5 billion of average net assets
0.55% 285,906 51,804,621 N
AVP AB Global Risk Allocation – Moderate Portfolio April 28, 2015 February 11, 2015 .60 of 1% of average net assets 0.43% 381,182 98,513,986 Y
E-15
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AllianceBernstein Global High Income Fund, Inc. July 27, 1993, as amended October 1,2005 and September 13, 2006 July 27, 1993 0.90% of adjusted average weekly net assets 0.90% 10,796,591 1,169,160,724 Y
AB All Market Total Return Portfolio January 6, 2011 April 8, 1993
.55 of 1% of the first $2.5 billion of average daily NAV
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily NAV
.40 of 1% of the excess over $5 billion of average daily NAV
0.55% 5,373,056
921,644,473

Y
AB Conservative Wealth Strategy January 6, 2011 April 8, 1993
.55 of 1% of the first $2.5 billion of average daily NAV
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily NAV
.40 of 1% of the excess over $5 billion of average daily NAV
0.55% 1,423,589
238,277,701

Y
E-16
Income
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB FlexFee International Bond Portfolio January 29, 2017 June 28, 2018 .40% of average daily net assets⁵ 0.00% 0
44,880,898

Y
_______________________________

⁵ The Fund pays the Adviser a base management fee at an annualized rate of 0.40% of the Fund's average daily net assets ("Base Fee"). The management fee is increased or decreased from the Base Fee by a performance adjustment ("Performance Adjustment") that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund ("Measuring Class") exceeds, or is exceeded by, the performance of the Bloomberg Barclays Global Aggregate ex-USD (USD Hedged) Index plus 0.70% ("Index Hurdle") over a specified period ("Performance Period"). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts 0.00429% (0.429 basis points) of the Fund's average daily net assets for each 0.01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the prior business day or, if the performance of the Index is made available to the Fund on a daily basis at a time sufficient to permit the calculation of the Performance Adjustment on a current-day basis while maintaining the Fund's ability to meet applicable deadlines for publishing its daily NAV per share, within a reasonable time after the commencement of such availability, through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- 0.30% ("Maximum Performance Adjustment") of the Fund's average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by 0.70% or more for the Performance Period.
On a monthly basis, the Fund pays the Adviser the minimum fee rate of 0.10% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month.
At the end of the Performance Period, the Fund pays the Adviser the total Management Fee, less the amount of any minimum fees paid during the Performance Period and any applicable waivers.
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Income Fund April 22, 2016 March 1, 2016
.45 of 1% for the first $2.5 billion of average net assets
.40 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.35 of 1% of the excess over $5 billion of average net assets
0.36% 4,397,751
2,033,692,386

Y
E-17
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Limited Duration High Income Portfolio December 7, 2011 December 7, 2011
.55 of 1% of the first $2.5 billion of average net assets
.50 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.45 of 1% of the excess over $5 billion of average net assets
0.49% 1,666,571
334,564,777

Y
AB Tax-Aware Fixed Income Portfolio December 11, 2013 December 11, 2013
.45 of 1% for the first $2.5 billion of average net assets
.40 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.35 of 1% of the excess over $5 billion of average net assets
0.00% 0
68,902,982

Y
AB Corporate Income Shares September 7, 2004 September 7, 2004 N/A⁶ 0.00% 0 84,739,760 N
AB Income Shares N/A⁶ N/A N/A N/A N
AB Government Money Market Portfolio May 31, 2016 May 6, 2016 0.20% of average daily net assets 0.20% 12,734,169
6,081,486,324

N
_______________________________

⁶ The Fund does not pay an advisory fee to the Adviser, but is an integral part of "wrap-fee" programs and other investment programs sponsored by investment advisers. Participants in wrap-fee programs or other similar fee-based programs pay a "wrap fee" or similar fee to the program's sponsor that covers investment advisory and administrative and other similar services (and in turn the program sponsor pays fees to the Adviser), while institutional investment advisory clients of the Adviser pay the Adviser a fee for investment advisory and administrative and other similar services.
E-18
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Global Bond Fund, Inc. July 22, 1992, as amended September 7, 2004 September 13, 2006 February 21, 1992
.50 of 1% for the first $2.5 billion of average daily net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.40 of 1% of the excess over $5 billion of average daily net assets
0.46% 29,134,610 6,815,062,009 Y
AB Unconstrained Bond Fund, Inc. January 2, 1996, as amended September 7, 2004 and November 2, 2006 January 2, 1996
.50 of 1% for the first $2.5 billion of average daily net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.40 of 1% of the excess over $5 billion of average daily net assets
0.36% 1,089,563 306,737,698 Y
SCB Intermediate Duration Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.45% of the first $2.5 billion of average daily net assets
0.40% in excess of $2.5 billion up to, but not exceeding $5 billion of average daily net assets
0.35% in excess of $5 billion up to, but not exceeding $8 billion of average daily net assets
0.30% of assets in excess of $8 billion of average daily net assets
0.46% 15,403,657 3,363,353,361 N
SCB Short Duration Plus Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000 0.35% of average daily net assets 0.45% 1,349,714 257,039,729 N
E-19
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
Bernstein Intermediate Duration Institutional Portfolio February 1, 2002 as amended January 29, 2018 May 13, 2002
.45 of 1% of the first $2.5 billion of average daily net assets
.40 of 1% of the excess of $2.5 billion up to $5 billion of average daily net assets
.35 of 1% of the excess over $5 billion of average daily net assets
0.36% 2,216,017 689,279,442 Y
Real Return
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB All Market Real Return Portfolio May 8, 2010 March 5, 2010 .75 of 1% of average daily net assets 0.75% 8,262,317 1,402,871,873 Y
AB Bond Inflation Strategy January 26, 2010 January 25, 2010
.50 of 1% for the first $2.5 billion of average net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.40 of 1% of the excess over $5 billion of average net assets
0.29% 1,259,416
492,302,467

Y
AB Municipal Bond Inflation Strategy January 26, 2010 January 25, 2010
.50 of 1% for the first $2.5 billion of average net assets
.45 of 1% of the excess of $2.5 billion up to $5 billion of average net assets
.40 of 1% of the excess over $5 billion of average net assets
0.41% 3,419,003
908,769,384

Y
E-20
Target Date/Retirement
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Multi-Manager Select Retirement Allocation Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 9,474,465 Y
AB Multi-Manager Select 2010 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 Y
AB Multi-Manager Select 2015 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 13,199,094 Y
AB Multi-Manager Select 2020 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 Y
AB Multi-Manager Select 2025 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 42,069,024 Y
AB Multi-Manager Select 2030 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 Y
AB Multi-Manager Select 2035 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 93,551,242 Y
AB Multi-Manager Select 2040 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 Y
AB Multi-Manager Select 2045 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 132,643,912 Y
AB Multi-Manager Select 2050 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 Y
AB Multi-Manager Select 2055 Fund December 15, 2014 December 23, 2014 0.15% of average daily net assets 0.00% 0 101,761,249 Y
E-21
Tax-Exempt Income
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Impact Municipal Income Shares September 12, 2017 September 12, 2017 N/A⁷ 0.00% 0 37,341,387 N
AB Municipal Income Shares September 1, 2010 August 31,2010 N/A⁷ 0.00% 0 2,760,892,496 N
AB California Portfolio July 22, 1992 July 22, 1992
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.41% 2,918,888
699,195,373

Y
AB High Income Municipal Portfolio December 17, 2009 January 25, 2010
.50 of 1.00% of the first $2.5 billion of average daily net assets
.45 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.40 of 1.00% of the excess over $5 billion of average daily net assets
0.49% 12,670,493
2,639,497,399

Y
E-22
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB National Portfolio July 22, 1992 July 22, 1992
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.40% 5,133,673
1,332,670,004

Y
⁷ The Fund does not pay an advisory fee to the Adviser, but is an integral part of "wrap-fee" programs and other investment programs sponsored by investment advisers. Participants in wrap-fee programs or other similar fee-based programs pay a "wrap fee" or similar fee to the program's sponsor that covers investment advisory and administrative and other similar services (and in turn the program sponsor pays fees to the Adviser), while institutional investment advisory clients of the Adviser pay the Adviser a fee for investment advisory and administrative and other similar services.
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB New York Portfolio July 22, 1992 July 22, 1992
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.39% 2,360,249
601,035,166

Y
E-23
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Arizona Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.24% 297,094 118,281,458 Y
AB Massachusetts Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.34% 835,167 228,701,414 Y
AB Minnesota Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.14% 107,476 69,190,748 Y
E-24
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB New Jersey Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.25% 280,025 107,703,003 Y
AB Ohio Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.19% 175,093 91,759,943 Y
AB Pennsylvania Portfolio May 21, 1993 as amended as of December 31, 1993, September 7, 2004 and September 13, 2006 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.22% 202,830 89,387,026 Y
E-25
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB Virginia Portfolio May 21, 1993 May 12, 1993
.45 of 1.00% of the first $2.5 billion of average daily net assets
.40 of 1.00% of the excess over $2.5 billon up to $5 billion of average daily net assets
.35 of 1.00% of the excess over $5 billion of average daily net assets
0.37% 825,284 216,496,435 Y
Alliance California Municipal Income Fund, Inc. January 28, 2002 December 21, 2001 0.65% of adjusted average daily net assets 0.65% 1,297,188
131,581,826

Y
AllianceBernstein National Municipal Income Fund, Inc. January 28, 2002, amended as of February 12, 2007 January 28, 2002 0.55% of average daily net assets 0.55% 3,613,026
429,446,109

Y
SCB Short Duration Diversified Municipal Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000 0.30% of average daily net assets 0.41% 700,812 203,305,584 N
Volatility Management
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
SCB Overlay A Portfolio February 2, 2010 February 8, 2010
0.90% of the first $5 billion of average daily net assets
0.875% in excess of $5 billion of average daily net assets
0.90% 18,864,145 2,216,110,276 Y
E-26
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
SCB Overlay B Portfolio February 2, 2010 February 8, 2010 0.65% of average daily net assets 0.65% 7,894,362 1,254,997,684 Y
SCB Tax-Aware Overlay A Portfolio February 2, 2010 February 8, 2010 0.90% of average daily net assets 0.90% 38,505,249 4,493,950,568 Y
SCB Tax-Aware Overlay B Portfolio February 2, 2010 February 8, 2010 0.65% of average daily net assets 0.65% 12,269,172 1,932,540,239 Y
SCB Tax-Aware Overlay C Portfolio February 2, 2010 February 8, 2010 0.65% of average daily net assets 0.65% 3,617,747 581,249,424 Y
SCB Tax-Aware Overlay N Portfolio February 2, 2010 February 8, 2010 0.65% of average daily net assets 0.65% 2,925,339 457,706,749 Y
Total Return (Including Tax-Exempt Income)
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
SCB California Municipal Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.425% of the first $1 billion of average daily net assets
0.375% in excess of $1 billion up to, but not exceeding $3 billion of average daily net assets
0.325% in excess of $3 billion up to, but not exceeding $5 billion of average daily net assets
0.275% in excess of $5 billion of average daily net assets
0.42% 5,421,597 1,263,812,350 N
E-27
Fund Date of Agreement Date of Last Stockholder Approval Annual Rate of Advisory Fee Annual Rate at Which Advisory Fees were Paid
Aggregate Amount of Management Fees Paid to Adviser
($)
Net Assets
($) Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
SCB Diversified Municipal Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.425% of the first $1 billion of average daily net assets
0.375% in excess of $1 billion up to, but not exceeding $3 billion of average daily net assets
0.325% in excess of $3 billion up to, but not exceeding $5 billion of average daily net assets
0.275% in excess of $5 billion up to, but not exceeding $7 billion of average daily net assets
0.225% of assets in excess of $7 billion of average daily net assets
0.36% 25,006,899 6,956,886,288 N
SCB New York Municipal Portfolio October 2, 2000, as amended February 24, 2004, October 28, 2004, November 28, 2005, November 1, 2006, November 1, 2007, November 23, 2009, November 9, 2010, January 27, 2017 and January 1, 2018 September 25, 2000
0.425% of the first $1 billion of average daily net assets
0.375% in excess of $1 billion up to, but not exceeding $3 billion of average daily net assets
0.325% in excess of $3 billion up to, but not exceeding $5 billion of average daily net assets
0.275% in excess of $5 billion of average daily net assets
0.40% 7,592,758 1,805,953,068 N
E-28
APPENDIX F – REIMBURSEMENT OF ADMINISTRATIVE EXPENSES TO THE ADVISER
The following table sets forth the costs reimbursed by the Funds to the Adviser for certain administrative services, including clerical, accounting, legal and other services, and associated overhead costs, for the respective fiscal year ends.
Fund Fiscal Year Ended
Amount Reimbursed for Administrative Services
($)
Amount Waived by the Adviser
($)
AB Bond Fund, Inc.
AB All Market Real Return Portfolio 10/31/2017 64,763 0
AB Bond Inflation Strategy 10/31/2017 64,905 0
AB FlexFee High Yield Portfolio 10/31/2017 76,174 70,147
AB FlexFee International Bond Portfolio 12/31/2017 31,656 31,656
AB Income Fund 10/31/2017 65,061 0
AB Intermediate Bond Portfolio 10/31/2017 63,860 63,860
AB Limited Duration High Income Portfolio 9/30/2017 64,100 0
AB Municipal Bond Inflation Strategy 10/31/2017 65,428 0
AB Tax-Aware Fixed Income Portfolio 10/31/2017 64,579 64,579

AB Cap Fund, Inc.
AB All China Equity Portfolio N/A N/A N/A
AB All Market Alternative Return Portfolio 10/31/2017 93,466 58,095
AB All Market Income Portfolio 11/30/2017 64,442 64,442
AB Concentrated Growth Fund 6/30/2017 49,738 0
AB Concentrated International Growth Portfolio 6/30/2017 64,995 64,995
AB Emerging Markets Core Portfolio 6/30/2017 60,550 60,550
AB Emerging Markets Multi-Asset Portfolio 3/31/2018 76,019 0
AB FlexFee Core Opportunities Portfolio 7/31/2017 34,807 34,807
AB FlexFee Emerging Markets Growth Portfolio 12/31/2017 36,795 36,795
AB FlexFee International Strategic Core Portfolio 12/31/2017 26,694 26,694
AB FlexFee Large Cap Growth Portfolio 12/31/2017 36,580 36,580
AB FlexFee US Thematic Portfolio 12/31/2017 28,955 28,955
AB Global Core Equity Portfolio 6/30/2017 61,303 0
AB International Strategic Core Portfolio 6/30/2017 63,377 63,377
AB Multi-Manager Select Retirement Allocation Fund 7/31/2017 0 0
AB Multi-Manager Select 2010 Fund 7/31/2017 0 0
AB Multi-Manager Select 2015 Fund 7/31/2017 0 0
AB Multi-Manager Select 2020 Fund 7/31/2017 0 0
AB Multi-Manager Select 2025 Fund 7/31/2017 0 0
AB Multi-Manager Select 2030 Fund 7/31/2017 0 0
AB Multi-Manager Select 2035 Fund 7/31/2017 0 0
F-1
Fund Fiscal Year Ended
Amount Reimbursed for Administrative Services
($)
Amount Waived by the Adviser
($)
AB Multi-Manager Select 2040 Fund 7/31/2017 0 0
AB Multi-Manager Select 2045 Fund 7/31/2017 0 0
AB Multi-Manager Select 2050 Fund 7/31/2017 0 0
AB Multi-Manager Select 2055 Fund 7/31/2017 0 0
AB Select US Equity Portfolio 6/30/2017 60,829 0
AB Select US Long/Short Portfolio 6/30/2017 54,471 0
AB Small Cap Growth Portfolio 7/31/2017 66,424 0
AB Small Cap Value Portfolio 11/30/2017 63,502 0

AB Core Opportunities Fund, Inc. 11/30/2017 59,048 0

AB Corporate Shares
AB Corporate Income Shares 4/30/2018 N/A N/A
AB Impact Municipal Income Shares 4/30/2018 N/A N/A
AB Income Shares N/A N/A N/A
AB Municipal Income Shares 4/30/2018 N/A N/A
AB Taxable Multi-Sector Income Shares 4/30/2018 N/A N/A

AB Discovery Growth Fund, Inc. 7/31/2017 59,626 0

AB Equity Income Fund, Inc. 11/30/2017 64,700 0

AB Fixed-Income Shares, Inc.
AB Government Money Market Portfolio 4/30/2018 100,518 0

AB Global Bond Fund, Inc. 9/30/2017 58,599 0

AB Global Real Estate Investment Fund, Inc. 11/30/2017 60,887 0

AB Global Risk Allocation Fund, Inc. 11/30/2017 70,426 0

AB High Income Fund, Inc. 10/31/2017 62,273 0

AB Institutional Funds, Inc.
AB Global Real Estate Investment Fund II 10/31/2017 67,692 0

AB Large Cap Growth Fund, Inc. 7/31/2017 69,958 0

AB Multi-Manager Alternative Fund 3/31/2018 303,267 0

AB Municipal Income Fund, Inc.
AB California Portfolio 5/31/2018 68,812 0
AB High Income Municipal Portfolio 5/31/2018 67,656 0
AB National Portfolio 5/31/2018 65,637 0
AB New York Portfolio 5/31/2018 68,739 0

F-2
Fund Fiscal Year Ended
Amount Reimbursed for Administrative Services
($)
Amount Waived by the Adviser
($)
AB Municipal Income Fund II
AB Arizona Portfolio 5/31/2018 74,256 0
AB Massachusetts Portfolio 5/31/2018 73,209 0
AB Minnesota Portfolio 5/31/2018 72,875 0
AB New Jersey Portfolio 5/31/2018 74,620 0
AB Ohio Portfolio 5/31/2018 74,915 0
AB Pennsylvania Portfolio 5/31/2018 73,786 0
AB Virginia Portfolio 5/31/2018 73,877 0

AB Relative Value Fund, Inc. 10/31/2017 63,501 0

AB Sustainable Global Thematic Fund, Inc. 7/31/2017 63,652 0

AB Sustainable International Thematic Fund, Inc. 6/30/2017 58,018 0

AB Trust
AB Discovery Value Fund 11/30/2017 56,326 0
AB International Value Fund 11/30/2017 57,285 0
AB Value Fund 11/30/2017 57,285 0

AB Unconstrained Bond Fund, Inc. 10/31/2017 58,807 0

AB Variable Products Series Fund, Inc.
AB Balanced Wealth Strategy Portfolio 12/31/2017 53,887 0
AB Dynamic Asset Allocation Portfolio 12/31/2017 54,520 0
AB Global Thematic Growth Portfolio 12/31/2017 53,585 0
AB Growth Portfolio 12/31/2017 52,814 0
AB Growth and Income Portfolio 12/31/2017 52,835 0
AB Intermediate Bond Portfolio 12/31/2017 53,914 0
AB International Growth Portfolio 12/31/2017 53,558 0
AB International Value Portfolio 12/31/2017 53,558 0
AB Large Cap Growth Portfolio 12/31/2017 53,914 0
AB Real Estate Investment Portfolio 12/31/2017 53,585 0
AB Small Cap Growth Portfolio 12/31/2017 52,817 0
AB Small-Mid Cap Value Portfolio 12/31/2017 53,585 0
AB Value Portfolio 12/31/2017 52,817 0
AB Global Risk Allocation – Moderate Portfolio 12/31/2017 54,688 0

Alliance California Municipal Income Fund, Inc. 10/31/2017 0 0

AllianceBernstein Global High Income Fund, Inc. 3/31/2018 79,199 0

AllianceBernstein National Municipal Income Fund, Inc. 10/31/2017 0 0

The AB Portfolios
AB All Market Total Return Portfolio 8/31/2017 N/A N/A
AB Conservative Wealth Strategy 8/31/2017 N/A N/A
AB Growth Fund 7/31/2017 N/A N/A
AB Tax-Managed All Market Income Portfolio 8/31/2017 N/A N/A
F-3
Fund Fiscal Year Ended
Amount Reimbursed for Administrative Services
($)
Amount Waived by the Adviser
($)
AB Tax-Managed Wealth Appreciation Strategy 8/31/2017 58,170 0
AB Wealth Appreciation Strategy 8/31/2017 58,410 0
Bernstein Fund, Inc.
International Strategic Equities Portfolio 9/30/2017 67,188 67,188
International Small Cap Portfolio 9/30/2017 67,566 67,566
Small Cap Core Portfolio 9/30/2017 67,566 67,566

Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 9/30/2017 N/A N/A
Diversified Municipal Portfolio 9/30/2017 N/A N/A
Emerging Markets Portfolio 9/30/2017 N/A N/A
Intermediate Duration Portfolio 9/30/2017 N/A N/A
New York Municipal Portfolio 9/30/2017 N/A N/A
International Portfolio 9/30/2017 N/A N/A
Overlay A Portfolio 9/30/2017 N/A N/A
Overlay B Portfolio 9/30/2017 N/A N/A
Short Duration Diversified Municipal Portfolio 9/30/2017 N/A N/A
Short Duration Plus Portfolio 9/30/2017 N/A N/A
Tax-Aware Overlay A Portfolio 9/30/2017 N/A N/A
Tax-Aware Overlay B Portfolio 9/30/2017 N/A N/A
Tax-Aware Overlay C Portfolio 9/30/2017 N/A N/A
Tax-Aware Overlay N Portfolio 9/30/2017 N/A N/A
Tax-Managed International Portfolio 9/30/2017 N/A N/A

Sanford C. Bernstein Fund II, Inc.
Bernstein Intermediate Duration Institutional Portfolio 9/30/2017 61,036 0
F-4
APPENDIX G– AB BOARDS CONSIDERATION OF 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 AB 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, 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 ~~been duly~~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 ~~Board of~~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 respectively 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:
G-1
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 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 such implementation would not 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 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, shareholder services, 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 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.
G-2
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 open-end Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees or shareholder servicing 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 meetings 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 (and, in the case of AGHIF, the combined management fee and administrative fee) 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 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.
G-3
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 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 ratios 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.
G-4
The Directors did not consider comparative expense information for the ACS Funds since 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 Meetings. 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 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 those Funds' assets 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 since that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and those Funds' expense ratio is zero.
With respect to the fixed-income closed-end Funds, the Directors considered that they were not expected to have meaningful asset growth (absent a rights offering or an acquisition). In such circumstances, the Directors did not view the potential for realization of economies of scale as a Fund's assets grow to be a material factor in their deliberations. They noted that, if a Fund's net assets were to increase materially, they would review whether potential economies of scale were being realized.
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 stockholders of the Corporation as required by law. 2. The current address of the principal office of the Corporation within the State of Maryland is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. 3. The name and address of the Corporation's current resident agent is as set forth in Article FOURTH of the foregoing amendment and restatement of the Charter. 4. The number of directors of the Corporation and the names of those currently in officeBoards are as set forth in Article SIXTH of the foregoing amendment and restatement of the Charter. 5. The total number of shares of stock which the Corporation has authority to issue is not changed by the foregoing amendment and restatement of the Charter. The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that,identical to the ~~best of his knowledge, information and belief, these matters and facts are true~~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.
G-5
APPENDIX H – BERNSTEIN BOARDS CONSIDERATION OF THE PROPOSED AGREEMENTS
Each Bernstein Board unanimously approved the Proposed Agreements at a meeting held on July 26, 2018. The Boards received preliminary information about the Plan from the Adviser at a special telephonic meeting of the Board held on June 18, 2018. During that meeting, the Independent Directors also met separately in an executive session with their independent counsel. Following that meeting, counsel to the Independent Directors sent a letter to the Adviser dated June 20, 2018, that contained a list of information requested by the Independent Directors with respect to the Plan and the Proposed Agreements. The Adviser responded in writing to the letter. Following receipt of the Adviser's responses, the Independent Directors met with the Senior Analyst and counsel to the Independent Directors via a telephone conference on July 23, 2018, during which each Board reviewed the responses to their requests for information, and evaluated extensive additional materials relating to the approval of the Proposed Agreements. Following the July 23, 2018 meeting, the Independent Directors, through counsel, requested certain additional information in a letter to the Adviser dated July 24, 2018. On July 26, 2018, each Board held an in-person meeting, at which representatives of the Adviser responded to the requests for additional information, and the Board discussed its review of the Proposed Agreement and the materials the Directors had been provided. During the July 26, 2018 meeting, the Independent Directors met separately with their independent counsel and the Senior Analyst in executive sessions. Each Board then approved the Proposed Agreements as described below.
In approving the Proposed Agreement, each Board, including the Independent Directors, considered all information it deemed reasonably necessary to evaluate the terms of the Proposed Agreements and considered whether the Proposed Agreement would be in the best interests of each Fund. In particular, each Board considered the information that was provided to them by the Adviser in response to their requests in connection with the Plan, as well as information prepared by the Senior Analyst at the request of the Board. Each Board also considered other information provided to the Board in connection with the July 26, 2018 meeting and throughout the past year, including the information provided to the Board in connection with its most recent approval of the Current Agreements. The information considered by each Board included information with respect to the Plan and the nature, extent and quality of services provided, investment performance, fees and expenses, profitability, economies of scale, and fall-out benefits and other revenue.
In each Board's consideration of the factors discussed below, no single factor was considered in isolation or to be determinative to the decision of the Board to approve the Proposed Agreements. Rather, each Board concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of the respective Funds to approve the Proposed Agreements including the fees to be charged for services thereunder, as summarized below.
Fees and Expenses
Each Board, including the Independent Directors, compared the fees and expense ratios of its respective Funds (before and after any fee waivers and expense reimbursements) against fees and expense ratios of a peer group of funds with similar investment objectives ("peer group"). Both the peer group and the funds within the peer group, with respect to the fee and expense data, were available from Broadridge Financial Solutions, Inc. ("Broadridge") and Strategic Insight, each independent providers of investment company data.
H-1
The Boards also received and considered information about the services rendered, and the fee rates charged, to other clients advised by the Adviser, including information about any recent advisory fee changes with respect to other investment companies advised by the Adviser.
The Directors considered the fact that each Proposed Agreement would have terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date under the Proposed Agreement.
On the basis of its review and consideration of the fees as described above and each Board's consideration of the other factors described below, and in light of the Adviser's agreement to continue the expense cap applicable to a Fund, as applicable, each Board concluded that the contractual advisory fees as proposed are reasonable.
Nature, Extent and Quality of Services Provided
Each Board, including the Independent Directors, considered the nature, quality and extent of services performed by the Adviser and its affiliates gained from their experience as Directors of a Fund, their overall confidence in the Adviser's integrity and competence they have gained from that experience, and the Adviser's initiative in identifying and raising potential issues with the Directors. Each Board also considered the Adviser's responsiveness, frankness and attention to concerns raised by the Directors from time to time, including the Adviser's willingness to consider and implement organizational changes designed to improve investment results and the services provided to the Funds. Each Board also considered the scope and quality of the Adviser's investment management capabilities, other resources dedicated to performing its services, the quality of its compliance, administrative and other services provided to the Funds and the background and experience of the Adviser's senior management. Each Board reviewed the qualifications, backgrounds and responsibilities of the investment staff primarily responsible for day-to-day portfolio management services for each Fund and noted the Adviser's commitment to strong research and investment management capabilities throughout changing market environments. Each Board reviewed the compliance and administrative services of the Adviser that support the investment advisory services provided to the Funds and noted that such staff appeared sufficient to provide a high level of service to the Funds. Each Board also considered how the organizational capabilities and financial condition of the Adviser may affect the nature and quality of its services. Each Board further reviewed information about the Plan, and the statements of the Adviser that it will continue to operate as an independent, publicly-traded US asset manager, that the Plan is not anticipated to change the Adviser's current management structure or strategy, and that the Adviser does not believe that the Plan will have a material impact on the Adviser with respect to its operations, personnel, organizational structure, or capitalization, financial and other resources.
In considering the nature and quality of the services provided by the Adviser, the respective Boards, including the Independent Directors, received and considered information about each Fund's investment performance, as well as the performance of its peer group and the performance of an appropriate benchmark index. (The Boards recognized that the benchmark indices do not account for fees and expenses incurred by a fund, including the Funds.) Each respective Board was provided with performance data versus each Fund's peer group, for the l-year, 3-year, 5-year and 10-year periods, as applicable, ended May 31, 2018 ("relevant periods") and versus each Fund's benchmark index, for the year to date, l-year, 3-years, 5-years, 10-years and since inception periods, as applicable, ended May 31, 2018, as well as the most recently available Morningstar rating for those Funds with an available rating. The Directors also receive detailed comparative performance information for the Funds at each regular Board meeting during the year and in connection with their review of the Current Agreements.
H-2
The Directors noted the complexity of the Overlay Portfolios, in particular the complexity of managing the globally diversified set of asset classes and derivatives in which the Overlay Portfolios can invest as well as the complexity of dynamically allocating assets through the Overlay Portfolios among various asset classes as economic and market conditions change in seeking to provide the desired risk/return trade-off for their investors. The Directors also noted the Adviser's continued efforts to enhance the services provided to the Funds.
Each Board concluded that the Adviser had the experience and resources necessary to provide services of appropriate nature, quality and scope with respect to the respective Funds.
Profitability
The Boards, including the Independent Directors, considered the level of the Adviser's profits in respect of its management of the respective Funds. The materials provided to the Independent Directors included information indicating the profitability of the Funds to the Adviser for calendar years 2016 and 2017, which had been reviewed by an independent consultant retained by the Senior Officer. The Directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are many potentially acceptable allocation methodologies for information of this ~~statement~~type. The Directors noted that they received information regarding all revenues and expenses of the Adviser's relationship with a Fund, including those relating to the Adviser's subsidiaries that provide transfer agency, distribution and brokerage services to the Funds, and that they had focused on profitability before taxes and distribution expenses. The Directors also received a presentation at the July 26, 2018 Board meeting from the independent consultant who reviewed the Adviser's method of calculating profitability. The Directors recognized that it is ~~made~~difficult to make comparisons of profitability among fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors including different cost accounting methodologies. The Directors also considered that the profitability information did not reflect recent fee reductions implemented for certain Funds on January 1, 2018.
After reviewing all relevant factors, the Directors, including the Independent Directors, concluded that the level of the Adviser's profits in respect of its management of each Fund was not excessive.
Economies of Scale
The Boards, including the Independent Directors, considered whether there have been economies of scale in respect of the management of the respective Funds, whether the Funds have appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale.
At the July 26, 2018 Board meeting, the Directors received a presentation from an independent consultant regarding possible economies of scale. The Directors also considered the Senior Officer Report which they had previously received in connection with the review of the Current Agreements, which included a discussion of possible economies of scale. The Directors discussed with the independent consultant possible ways in which any such economies of scale may be shared with the Funds, including by investment in enhanced services.
H-3
After reviewing the profitability and economies of scale information provided by the Adviser, each Board concluded that the benefits of any economies of scale were appropriately being shared with Fund investors by way of, among other things and as applicable, establishing advisory fees at levels that contemplated future achievement of scale, recent fee reductions for certain Funds, breakpoint arrangements, including recent newly adopted or modified breakpoints for certain Funds, the fact that certain Funds are extremely research-intensive and may be significantly capacity-constrained (making breakpoints impractical), expense caps and waivers, and the Adviser's continued reinvestment in the business, including by researching and implementing new product enhancements, although the Adviser decreased its operating expenses and staff in recent years. The Directors also noted that, because of the investment by the Overlay A and Tax-Aware Overlay A Portfolios in affiliated portfolios, there are significant waivers of management fees for the Overlay A and Tax-Aware Overlay A Portfolios to reflect their investment in such affiliated portfolios.
Fall-Out Benefits and Other Revenue
The Boards, including the Independent Directors, also took into account so-called "fall-out benefits" to the Adviser, such as soft dollar arrangements (whereby the Adviser receives the benefit of research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), Rule 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) with respect to the retail share classes of certain Funds, and transfer agency fees paid by the retail share classes of certain Funds to a wholly-owned subsidiary of the Adviser. The Directors recognized that the Adviser's profitability would be lower without these benefits. They also considered other benefits potentially derived from an increase in the Adviser's business as a result of its relationship with a Fund. The Directors concluded that these fall-out benefits to the Adviser were acceptable.
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 Securities and Exchange Commission Rule 15a-4, 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.
H-4
APPENDIX I– AMMAF BOARD CONSIDERATION OF THE PROPOSED AGREEMENTS
At a meeting held on July 24, 2018, the Trustees of AMMAF met in person to consider the Proposed Agreement for AMMAF. In connection with their deliberations, the Trustees held discussions with management and reviewed certain written materials, memoranda, presentations and analyses relating to AMMAF (the "AMMAF Board Materials"), including materials from the Adviser and counsel to the independent Trustees which: (i) included information concerning the Adviser's organization, including with respect to the Plan, the services rendered to AMMAF by the Adviser, the fees paid by AMMAF to the Adviser and the estimated profitability of the Adviser with respect to its relationship with AMMAF; and (ii) outlined the legal duties of the Board under the ~~penalties~~1940 Act. The AMMAF Board Materials also contained information from Strategic Insight ("Strategic Insight"), an information service provider unaffiliated with the Adviser, comparing AMMAF's fee rate for ~~perjury. D-6~~ ~~IN WITNESS WHEREOF,~~advisory services to those of other alternative strategy closed-end funds selected by Strategic Insight.
The Trustees discussed with counsel the ~~Corporation~~legal standards regarding the approval of the Proposed Agreement and reviewed the information included in the AMMAF Board Materials. The Trustees also considered information received throughout the year regarding AMMAF, the Adviser and the services provided under the Current Agreement. In connection with their approval of the Proposed Agreement, the AMMAF Board considered its conclusions in connection with their most recent approvals of the Current Agreement that was in effect at the time of the Board's approval of the Proposed Agreement. The AMMAF Board also took note of the Adviser's agreement to waive 50 basis points (of its 150 basis point fee under the Current Agreement) for a one-year period. The AMMAF Board considered representations by representatives of the Adviser that AMMAF was not expected to experience any change in the nature and quality of services delivered by the Adviser as a result of a transaction that constitutes a Change of Control Event. The Trustees considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date under the Proposed Agreement.
The Trustees discussed the Board Materials with management and representatives of the Adviser responded to questions from the Trustees. The Trustees also held discussions in executive session with their independent counsel, outside the presence of fund management. After discussing a range of issues, the Trustees considered, among other relevant matters, the following factors:
(a)The nature, extent and quality of services provided by the Adviser. The Trustees discussed with representatives of the Adviser the services that the Adviser provides to AMMAF under the Current Agreement and the expectation that there would be no change in such services under the Proposed Agreement. The Trustees discussed the resources available to the Adviser, including its research and compliance capabilities. The AMMAF Board also considered representations by representatives of the Adviser that the Adviser would continue to have adequate resources following a transaction that constitutes a Change of Control Event.
I-1
The Trustees noted the size and experience of the Adviser's staff, and the experience of its key personnel in providing investment management services. The Adviser's investment diligence and risk management capabilities were also considered. The Trustees took into account that the Trustees regularly receive reports from the Adviser regarding AMMAF's performance and the Adviser's compliance history and compliance program. The Trustees also noted the discussions they had with officers of the Adviser regarding the management of AMMAF's investments and the investment strategies to which AMMAF has ~~caused~~exposure. During these ~~Articles~~discussions with fund officers and representatives of ~~Amendment~~the Adviser, the Trustees asked detailed questions of, and ~~Restatement~~received substantive answers from, these representatives regarding the implementation of AMMAF's investment strategy, its efficacy and potential risks.
In addition to the investment advisory services provided to AMMAF, the Trustees considered that the Adviser and its affiliates also provide certain administrative services necessary for the operations of AMMAF on an "at cost" basis pursuant to a separate Administrative Reimbursement Agreement. The Trustees noted that the Adviser has an administrative, legal and compliance staff to ensure a high level of quality in the compliance and other services provided to AMMAF, including its oversight of AMMAF's day-to-day operations. Based on the presentations made during their meetings and their knowledge of management and AMMAF operations gained during their tenure as trustees of AMMAF, the Trustees concluded that the services provided to AMMAF by the Adviser under the Current Agreement were of a high quality and benefited the fund and would be expected to be ~~signed~~the same under the Proposed Agreement.
(b)Investment performance of AMMAF and the Adviser. The Trustees reviewed performance information for AMMAF, noting that they receive performance reports at regular board meetings and monitor AMMAF's performance throughout the year. The Trustees discussed AMMAF's performance with representatives of the Adviser, including as compared to relevant benchmarks. The Trustees also reviewed the performance information provided in the Strategic Insight report. The Trustees concluded that AMMAF's performance was generally in line with expectations in light of the strategies used by AMMAF and current market conditions. The Trustees took note that a majority of the performance considered was achieved by the prior portfolio management team. The Trustees also considered the experience, resources and strengths of the Adviser and its ~~name~~affiliates in managing funds of funds, including the experience of the portfolio management team in managing multi-strategy funds. Based on these factors, the Trustees determined that the Adviser continues to be an appropriate investment manager for AMMAF and for purposes of approving the Proposed Agreement.
(c)Cost of the services provided and profits realized by the Adviser from the relationship with AMMAF. The Trustees considered the profitability of the Adviser. The Trustees discussed in detail with representatives of the Adviser and independent consultants the Adviser's profitability and the methodology used in the profitability analysis. The Trustees noted that an affiliate of the Adviser provided distribution services to AMMAF at no cost. The amounts recently reimbursed to the Adviser by AMMAF were also noted. The Trustees also considered the services and costs associated with AMMAF's Administrative Reimbursement Agreement with the Adviser. The Trustees considered the Adviser's agreement to waive a portion of its management (constituting more than 30% of the contractual fee rate under the Current Agreement) for a period of at least a year. The Trustees noted that the Manager's profitability does not appear to be unreasonable in respect of AMMAF.
(d)Economies of scale and whether fee levels reflect these economies of scale. The Trustees discussed whether any economies of scale have been realized for AMMAF. The Trustees considered the initial level of advisory fees set for AMMAF, the Adviser's agreement to waive a portion of its management fee, recent rates of tenders of fund shares and the potential for economies of scale. The Trustees concluded that any economies of scale achieved by the Adviser were not unreasonable under the current advisory arrangements.
I-2
(e)Comparison of services rendered and fees paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients. The Trustees were aware of the services rendered and the fees paid under the Current Agreement in comparison to other contracts of the Adviser with respect to private investment vehicles managed in a similar manner to AMMAF and were provided with updated information regarding contractual fee rates of other investment advisers with respect to other closed-end registered investment companies with similar investment programs as AMMAF. The Trustees noted the Adviser's representation that providing advisory services to a registered investment company entailed different, and potentially greater, business and regulatory risks than those associated with providing services to the Adviser's other funds and accounts. The Trustees also discussed the fee structure of the Adviser's institutional accounts. The Trustees discussed the management of the comparable institutional accounts, including the allocation of opportunities available to those funds.
The Trustees reviewed with representatives of the Manager the information included in the Strategic Insight report. The Trustees also noted that AMMAF's total expense ratio was competitive with the expense group median in the Strategic Insight report. The Trustees reviewed the list of funds provided by Strategic Insight. They discussed whether certain funds should be viewed as comparable to AMMAF. The Trustees noted the difficulty in obtaining comparable peer funds, particularly finding funds of comparable size and strategy. The Trustees discussed the Strategic Insight report with the Adviser, including the comparison of advisory fees and expense ratios.
Conclusion. No single factor was determinative to the decision of the Trustees. Based on ~~its behalf~~the foregoing and such other matters as were deemed relevant, all of the Trustees concluded that the advisory fee rate under the Proposed Agreement was reasonable in relation to the services provided by ~~its President~~the Adviser. The Trustees determined that the selection of the Adviser to manage AMMAF, and ~~attested~~the overall arrangements between AMMAF and the Adviser, as provided in the Proposed Agreement, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Trustees considered relevant in the exercise of their business judgment. Based on these factors, the Trustees decided to approve the Proposed Agreement.
Interim Advisory Agreements
In approving the Interim Advisory Agreement, the AMMAF Board, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by ~~its Secretary on this day~~the AMMAF Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of ~~, 200 . ATTEST: [ ] By:____________________ (SEAL) - ---------- Secretary President D-7~~ the Rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage AMMAF 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 the 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.
I-3
APPENDIX ~~E STOCK OWNERSHIP~~ J – FEES PAID TO AFFILIATES OF THE ADVISER
The following ~~person(s)~~table sets forth the fees paid to ABI (the "Distributor") and AllianceBernstein Investor Services, Inc. (the "Transfer Agent") as well as any affiliated brokerage commissions paid for the respective fiscal year ends.
Fund Fiscal Year Ended
Fees Paid to the Distributor
($)
Fees Paid to the
Transfer Agent
($)
Affiliated Brokerage Commissions Paid
($)
Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
AB Bond Fund, Inc.
AB All Market Real Return Portfolio 10/31/2017 1,527,902 191,363 0 0.00%
AB Bond Inflation Strategy 10/31/2017 359,691 133,385 0 0.00%
AB FlexFee High Yield Portfolio 10/31//2017 16,217 19,214 0 0.00%
AB FlexFee International Bond Portfolio 12/31/2017 0 7,827 0 0.00%
AB Income Fund 10/31/2017 309,819 443,882 0 0.00%
AB Intermediate Bond Portfolio 10/31/2017 915,395 209,373 0 0.00%
AB Limited Duration High Income Portfolio 9/30/2017 361,892 52,298 0 0.00%
AB Municipal Bond Inflation Strategy 10/31/2017 638,417 58,789 0 0.00%
AB Tax-Aware Fixed Income Portfolio 10/31/2017 35,047 18,142 0 0.00%

AB Cap Fund, Inc.
AB All China Equity Portfolio N/A N/A N/A N/A N/A
AB All Market Alternative Return Portfolio 11/30/2017 123 17,946 0 0.00%
AB All Market Income Portfolio 11/30/2017 10,625 17,996 0 0.00%
AB Concentrated Growth Fund 6/30/2017 260,717 71,324 0 0.00%
AB Concentrated International Growth Portfolio 6/30/2017 125 1,500 0 0.00%
AB Emerging Markets Core Portfolio 6/30/2017 143 5,759 0 0.00%
AB Emerging Markets Multi-Asset Portfolio 3/31/2018 36,816 30,740 0 0.00%
AB FlexFee Core Opportunities Portfolio 12/31/2017 0 615 0 0.00%
AB FlexFee Emerging Markets Growth Portfolio 12/31/2017 0 2,977 0 0.00%
AB FlexFee International Strategic Core Portfolio 12/31/2017 0 1,811 4 0.21%
AB FlexFee Large Cap Growth Portfolio 12/31/2017 0 657 0 0.00%
AB FlexFee US Thematic Portfolio 12/31/2017 0 615 0 0.00%
AB Global Core Equity Portfolio 6/30/2017 7,749 42,816 0 0.00%
AB International Strategic Core Portfolio 6/30/2017 503 12,412 0 0.00%
AB Multi-Manager Select Retirement Allocation Fund 7/31/2017 23,206 17,985 0 0.00%
AB Multi-Manager Select 2010 Fund 7/31/2017 34,576 17,970 0 0.00%
J-1
Fund Fiscal Year Ended
Fees Paid to the Distributor
($)
Fees Paid to the
Transfer Agent
($)
Affiliated Brokerage Commissions Paid
($)
Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
AB Multi-Manager Select 2015 Fund 7/31/2017 112,461 21,119 0 0.00%
AB Multi-Manager Select 2020 Fund 7/31/2017 229,700 42,528 0 0.00%
AB Multi-Manager Select 2025 Fund 7/31/2017 311,683 60,135 0 0.00%
AB Multi-Manager Select 2030 Fund 7/31/2017 224,616 42,883 0 0.00%
AB Multi-Manager Select 2035 Fund 7/31/2017 196,257 37,901 0 0.00%
AB Multi-Manager Select 2040 Fund 7/31/2017 146,331 27,963 0 0.00%
AB Multi-Manager Select 2045 Fund 7/31/2017 116,931 22,766 0 0.00%
AB Multi-Manager Select 2050 Fund 7/31/2017 44,894 17,932 0 0.00%
AB Multi-Manager Select 2055 Fund 7/31/2017 46,662 17,843 0 0.00%
AB Select US Equity Portfolio 6/30/2017 179,928 47,222 0 0.00%
AB Select US Long/Short Portfolio 6/30/2017 1,681,614 194,323 0 0.00%
AB Small Cap Growth Portfolio 7/31/2017 1,576,539 436,919 51 0.01%
AB Small Cap Value Portfolio 11/30/2017 429,905 18,035 180 100.00%

AB Core Opportunities Fund, Inc. 11/30/2017 716,216 122,330 0 0.00%

AB Corporate Shares
AB Corporate Income Shares 4/30/2018 N/A N/A N/A N/A
AB Impact Municipal Income Shares 4/30/2018 N/A N/A N/A N/A
AB Income Shares N/A N/A N/A N/A N/A
AB Municipal Income Shares 4/30/2018 N/A N/A N/A N/A
AB Taxable Multi-Sector Income Shares 4/30/2018 N/A N/A N/A N/A

AB Discovery Growth Fund, Inc. 7/31/2017 1,927,015 790,150 862 0.06%

AB Equity Income Fund, Inc. 11/30/2017 2,046,109 207,850 0 0.00%

AB Fixed-Income Shares, Inc.
AB Government Money Market Portfolio 4/30/2018 503,516 117,304 0 0.00%

AB Global Bond Fund, Inc. 9/30/2017 6,382,063 1,722,646 0 0.00%

AB Global Real Estate Investment Fund, Inc. 11/30/2017 400,164 94,791 0 0.00%

AB Global Risk Allocation Fund, Inc. 11/30/2017 888,598 220,299 0 0.00%

AB High Income Fund, Inc. 10/31/2017 17,937,593 2,024,696 0 0.00%
J-2
Fund Fiscal Year Ended
Fees Paid to the Distributor
($)
Fees Paid to the
Transfer Agent
($)
Affiliated Brokerage Commissions Paid
($)
Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
AB Institutional Funds, Inc.
AB Global Real Estate Investment Fund II 10/31/2017 0 18,000 0 0.00%

AB Large Cap Growth Fund, Inc. 7/31/2017 8,709,595 1,832,505 0 0.00%

AB Multi-Manager Alternative Fund 3/31/2018 0 245,696 0 0.00%

AB Municipal Income Fund, Inc.
AB California Portfolio 5/31/2018 1,749,884 66,601 0 0.00%
AB High Income Municipal Portfolio 5/31/2018 4,977,342 212,295 0 0.00%
AB National Portfolio 5/31/2018 2,515,170 175,057 0 0.00%
AB New York Portfolio 5/31/2018 761,956 78,194 0 0.00%

AB Municipal Income Fund II
AB Arizona Portfolio 5/31/2018 443,949 18,018 0 0.00%
AB Massachusetts Portfolio 5/31/2018 793,767 29,342 0 0.00%
AB Minnesota Portfolio 5/31/2018 262,928 18,083 0 0.00%
AB New Jersey Portfolio 5/31/2018 394,197 18,367 0 0.00%
AB Ohio Portfolio 5/31/2018 332,067 17,981 0 0.00%
AB Pennsylvania Portfolio 5/31/2018 305,546 18,948 0 0.00%
AB Virginia Portfolio 5/31/2018 770,501 27,656 0 0.00%

AB Relative Value Fund, Inc. 10/31/2017 4,792,579 968,042 0 0.00%

AB Sustainable Global Thematic Fund, Inc. 7/31/2017 1,957,348 974,421 0 0.00%

AB Sustainable International Thematic Fund, Inc. 6/30/2017 947,753 289,831 0 0.00%

AB Trust
AB Discovery Value Fund 11/30/2017 2,995,135 989,913 0 0.00%
AB International Value Fund 11/30/2017 781,705 229,327 0 0.00%
AB Value Fund 11/30/2017 267,240 144,282 0 0.00%

AB Unconstrained Bond Fund, Inc. 10/31/2017 288,845 56,900 0 0.00%

AB Variable Products Series Fund, Inc.
AB Balanced Wealth Strategy Portfolio 12/31/2017 683,763 1,163 0 0.00%
AB Dynamic Asset Allocation Portfolio 12/31/2017 1,458,757 1,163 0 0.00%
AB Global Thematic Growth Portfolio 12/31/2017 240,025 1,163 0 0.00%
AB Growth Portfolio 12/31/2017 100,162 1,163 0 0.00%
AB Growth and Income Portfolio 12/31/2017 2,253,731 1,163 0 0.00%
AB Intermediate Bond Portfolio 12/31/2017 39,026 1,163 0 0.00%
AB International Growth Portfolio 12/31/2017 95,168 1,163 0 0.00%
J-3
Fund Fiscal Year Ended
Fees Paid to the Distributor
($)
Fees Paid to the
Transfer Agent
($)
Affiliated Brokerage Commissions Paid
($)
Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
AB International Value Portfolio 12/31/2017 1,118,458 1,163 0 0.00%
AB Large Cap Growth Portfolio 12/31/2017 575,226 1,163 0 0.00%
AB Real Estate Investment Portfolio 12/31/2017 45,908 1,163 0 0.00%
AB Small Cap Growth Portfolio 12/31/2017 43,483 1,163 12 0.05%
AB Small-Mid Cap Value Portfolio 12/31/2017 1,143,259 1,163 0 0.00%
AB Value Portfolio 12/31/2017 186,256 1,163 0 0.00%
AB Global Risk Allocation – Moderate Portfolio 12/31/2017 223,929 1,163 0 0.00%

Alliance California Municipal Income Fund, Inc. 10/31/2017 0 0 0 0.00%

AllianceBernstein Global High Income Fund, Inc. 3/31/2018 N/A 0 0 0.00%

AllianceBernstein National Municipal Income Fund, Inc. 10/31/2017 0 0 0 0.00%

The AB Portfolios
AB All Market Total Return Portfolio 8/31/2017 3,510,658 360,863 0 0.00%
AB Conservative Wealth Strategy 8/31/2017 1,106,224 93,438 0 0.00%
AB Growth Fund 7/31/2017 2,209,993 700,067 0 0.00%
AB Tax-Managed All Market Income Portfolio 8/31/2017 389,661 57,174 0 0.00%
AB Tax-Managed Wealth Appreciation Strategy 8/31/2017 216,107 102,052 1,206 0.00%
AB Wealth Appreciation Strategy 8/31/2017 1,860,686 412,934 2,638 0.00%
Bernstein Fund, Inc.
International Strategic Equities Portfolio 9/30/2017 265,620 238,480 0 0.00%
International Small Cap Portfolio 9/30/2017 138,312 178,133 0 0.00%
Small Cap Core Portfolio 9/30/2017 18,669 246,753 0 0.00%

Sanford C. Bernstein Fund, Inc.
California Municipal Portfolio 9/30/2017 1,536,015 18,083 0 0.00%
Diversified Municipal Portfolio 9/30/2017 7,118,782 371,049 0 0.00%
Emerging Markets Portfolio 9/30/2017 3,084,672 27,448 0 0.00%
Intermediate Duration Portfolio 9/30/2017 3,350,914 0 0 0.00%
New York Municipal Portfolio 9/30/2017 2,438,660 27,568 0 0.00%
International Portfolio 9/30/2017 3,346,946 45,105 0 0.00%
Overlay A Portfolio 9/30/2017 3,375,113 0 0 0.00%
Overlay B Portfolio 9/30/2017 1,478,309 0 0 0.00%
Short Duration Diversified Municipal Portfolio 9/30/2017 0 0 0 0.00%
J-4
Fund Fiscal Year Ended
Fees Paid to the Distributor
($)
Fees Paid to the
Transfer Agent
($)
Affiliated Brokerage Commissions Paid
($)
Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
Short Duration Plus Portfolio 9/30/2017 411,984 17,748 0 0.00%
Tax-Aware Overlay A Portfolio 9/30/2017 6,516,244 0 0 0.00%
Tax-Aware Overlay B Portfolio 9/30/2017 1,906,921 0 0 0.00%
Tax-Aware Overlay C Portfolio 9/30/2017 522,904 0 0 0.00%
Tax-Aware Overlay N Portfolio 9/30/2017 543,542 0 0 0.00%
Tax-Managed International Portfolio 9/30/2017 8,070,745 72,262 0 0.00%

Sanford C. Bernstein Fund II, Inc.
Bernstein Intermediate Duration Institutional Portfolio 9/30/2017 0 0 0 0.00%
J-5
APPENDIX K – STOCK OWNERSHIP
Table 1
To the knowledge of each Fund, as of July 13, 2018, the persons below owned of record or ~~were known by the Fund to~~ beneficially ~~own~~ 5% or more of the ~~Fund's shares (or~~noted class of outstanding shares ~~if applicable) as~~of the Fund.
AB BOND FUND, INC.
AB All Market Real Return Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main St.
San Francisco, CA 94105-1905 328,210 23.95 %

John Hancock Trust Co. LLC
Three Rivers Annuity Plan
690 Canton St., Suite 100
Westwood, MA 02090-2324 621,424 45.34 %

Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 104,213 7.60 %

Class C

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
28,142 16.72 %

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
13,346 7.93 %

Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 13,473 8.01 %

K-1
Name and Address Number of Shares of Class % of Class

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 15,568 9.25 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 40,123 23.84 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 10,662 6.34 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 353,867 11.61 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
199,210 6.54 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
163,905 5.38 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
241,001 7.91 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 345,936 11.35 %

Name and Address Number of Shares of Class % of Class

Class R

Alerus Financial FBO
Alerus Financial FBO Herregan
Distributors Inc Employee PS
401(k) plan
PO Box 64535
Saint Paul, MN 55164-0535 23,941 63.59 %

Ascensus Trust Company FBO
Tragar Oil Co. Inc. 401k EE Savings
PO Box 10758
Fargo, ND 58106-0758 6,475 17.20 %

Ascensus Trust Company FBO
MBI Solutions, LLC 401(k) Plan
PO Box 10758
Fargo, ND 58106-0758 7,235 19.22 %

Class K

Great-West Trust Company LLC TTEE C
Cranemere LLC 401k
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 16,392 5.76 %

Great-West Trust Co LLC
TTEE FBO Klatte Budenslek &
Young-Agriesti LLP 401k Plan
8515 E Orchard Rd 2t2
Greenwood Village, CO 80111-5002 25,507 8.97 %

Great-West Trust Company LLC TTEE C
Perry Hay & Chu PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 48,207 16.95 %

Great-West Trust Co LLC TTEE
FBO Sanitary Plumbing & Heating
Corp 401(k) Profit Sharing Plan
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 21,594 7.59 %

Great-West Trust Company LLC TTEE C
Stoner Albright & Co Ret PLN
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 20,770 7.30 %

Class I

Wells Fargo Bank NA FBO
HLS&R Inc Domestic Equities
PO Box 1533
Minneapolis, MN 55480-1533 500,018 34.66 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Bank NA FBO
HLS&R Education Domestic Equity
PO Box 1533
Minneapolis, MN 55480-1533 353,114 24.47 %

Texasavers 401k Plan
Employee Retirment System of Texas
c/o Fascore LLC
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 144,450 10.01 %

c/o Fascore LLC
Texasavers 457 Plan
Employee Retirement System of Texas
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 104,344 7.23 %

Wells Fargo Bank NA FBO
NCCI Holdings - Inflation Sensitive
PO Box 1533
Minneapolis, MN 55480-1533 271,180 18.80 %

Class Z

SCB Overlay A Portfolio
DAAADA
1345 Avenue of the Americas
New York, NY 10105-0302 43,725,257 26.97 %

SCB Tax Aware Overlay A Port
DAATADA
1345 Avenue of the Americas
New York, NY 10105-0302 88,305,990 54.47 %

SCB Tax Aware Overlay B Port
DAATBDA
1345 Avenue of the Americas
New York, NY 10105-0302 8,932,204 5.51 %

SCB Overlay B Portfolio
DAABDA
1345 Avenue of the Americas
New York, NY 10105-0302 10,412,898 6.42 %

Class 2

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,000 100.00 %

K-4
AB Bond Inflation Strategy
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main St.
San Francisco, CA 94105-1905 2,282,920 43.35 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 405,179 7.69 %

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
889,756 16.90 %

UBS WM USA
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 298,436 5.67 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 356,900 6.78 %

Class C

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
44,532 13.01 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 77,320 22.59 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 89,922 26.27 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,799,445 13.10 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 1,191,798 8.68 %

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,064,117 7.75 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 1,423,791 10.37 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 3,129,827 22.79 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 1,488,285 10.84 %

Class R

Mid Atlantic Trust Company FBO
Great Bay Oral Surgery Associates P
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 49,619 8.79 %

Name and Address Number of Shares of Class % of Class

State Street Bank and Trust as TTEE
and/or Cust FBO ADP Access Product
1 Lincoln St
Boston, MA 02111-2901 43,546 7.71 %

Class K

Great-West Trust Company, LLC
FBO Employee Benefits Clients 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 62,739 5.76 %

Class I

National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 46,738 11.81 %

State Street Bank and Trust as Trustee and/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 26,680 6.74 %

TIAA-CREF Trust Co. Cust./TTEE FBO Retirement Plans for Which TIAA Acts as Recordkeeper
Attn: Trust Operations
211 N. Broadway, Ste. 1000
Saint Louis, MO 63102-2748 52,277 13.21 %

T Rowe Price Retirement Plan
Services Retirement Plan
Clients
4515 Painters Mill Rd
Owings Mills, MD 21117-4903 117,844 29.77 %

Class Z

AB MMSRetirement Vintage 2010
1345 Avenue of the Americas
New York, NY 10105-0302 157,153 6.49 %

AB MMSRetirement Vintage 2015
1345 Avenue of the Americas
New York, NY 10105-0302 378,427 15.64 %

AB MMSRetirement Vintage 2020
1345 Avenue of the Americas
New York, NY 10105-0302 669,036 27.65 %

AB MMSRetirement Vintage 2025
1345 Avenue of the Americas
New York, NY 10105-0302 563,264 23.28 %
K-7
Name and Address Number of Shares of Class % of Class

Matrix Trust Company Oust FBO
Long Beach City Employees Federal C
717 17th St Ste 1300
Denver, CO 80202-3304 122,373 5.06 %

Class 2

Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
274,908 5.40 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1785 438,245 8.60 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 491,734 9.65 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 289,043 5.67 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 308,094 6.05 %

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 523,906 10.28 %

AB FlexFee High Yield Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains, NY 10601-1712 1,795,066 49.65 %

Fifth Third Bank TTEE
FBO WFT-E-Valuator Growth RMS FD
5001 Kingsley Dr., Dept 3385
Cincinnati, OH 45227-1114 213,368 5.90 %

Fifth Third Bank TTEE
FBO WFT-E-Moderate RM
5001 Kingsley Dr., Dept 3385
Cincinnati, OH 45227-1114 216,337 5.98 %
K-8
Name and Address Number of Shares of Class % of Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 188,295 5.21 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 324,111 8.96 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 403,957 11.17 %
AB FlexFee International Bond Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 4,503,504 98.89 %
AB Income Fund
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 8,619,817 25.74 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
3,755,549 11.21 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 3,997,298 11.94 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,006,511 8.98 %
K-9
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 2,048,823 6.12 %

Class C

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 872,029 7.87 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 731,302 6.60 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 3,543,563 31.97 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
612,906 5.53 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,069,339 18.67 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 1,091,536 9.85 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 899,395 8.11 %
Name and Address Number of Shares of Class % of Class

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 24,561,719 8.01 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 25,542,860 8.33 %

MLPF&S for the Sole Benefit of its
Customers
Attn Fund Admin
4800 Deer Lake Dr E Fl 2
Jacksonville, FL 32246-6484 20,373,791 6.65 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
52,924,341 17.26 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 43,756,672 14.27 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 22,960,879 7.49 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 17,348,273 5.66 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.,
Weehawken, NJ 07086-6761 35,266,119 11.50 %
AB Intermediate Bond Portfolio
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 2,864,732 13.82 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,872,013 9.03 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 1,486,895 7.17 %

Class B

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 7,136 13.05 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 71,452 6.11 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 108,732 9.30 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 95,518 8.17 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 95,209 8.14 %
K-12
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 195,416 16.71 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
l000 Harbor Blvd.
Weehawken, NJ 07086-6761 66,017 5.65 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 263,935 22.57 %

Advisor Class

First Hope Bank
Investment and Trust Division
161 Newton Sparta Rd
Newton, NJ 07860-2771 549,736 7.35 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 2,440,687 32.64 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 677,736 9.06 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 595,815 7.97 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 451,743 6.04 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 450,813 6.03 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 550,145 7.36 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 872,121 11.66 %

Class R

Capital Bank & Trust Co
TTEE F River Garden 401K PSP
C/O Fascore LLC
8515 E Orchard Rd #2T2
Greenwood Village, CO 80111-5002 37,924 14.32 %

First Colonial Family Practice TTEE
First Colonial Family Practice 401K
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 116,889 44.13 %

George Maynard TTEE FBO
Spencer Research Inc. 401K PSP
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 34,937 13.19 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 21,209 8.01 %

Class K

Ascensus Trust Co. FBO
International Integrated Solutions
LTD 401(k) Profit Sharing Plan and Trust
P.O. Box 10758
Fargo, ND 58106-0758 33,530 5.36 %

Ascensus Trust Co. FBO
Stepbrand Enterprises
401(k) PS Plan & Trust
P.O. Box 10758
Fargo, ND 58106-0758 42,450 6.78 %
K-14
Name and Address Number of Shares of Class % of Class

Great-West Trust Company LLC TTEE C
Minnesota Surgical Associates
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 190,008 30.35 %

Great-West Trust Company LLC TTEE C
TAP & Affiliates 401(k)
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 113,526 18.14 %

Great-West Trust Company LLC TTEE
FBO Urology Centers of Alabama P.C.
401K Profit Sharing Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 42,262 6.75 %

Great-West Trust Company LLC TTEE C
Varitronics Inc Employees PSP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 36,149 5.77 %

Class I

Ascensus Trust Company FBO
Kerns Frost & Pearlman Retirement Plan
P.O. Box 10758
Fargo, ND 58106-0758 19,812 7.26 %

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 54,273 19.90 %

Mid Atlantic Trust Co FBO
Latex Co US East LLC 401 K Profit S
1251 Waterfront Pl Ste 525
Pittsburgh, PA 15222-4228 34,348 12.59 %

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 159,247 58.38 %

Class Z

NFS LLC FEBO
FIIOC Agent FBO
Qualified Employee
Plans (401K) FINOPS-IC Funds
100 Magellan Way# KWIC
Covington, KY 41015-1987 43,233 8.04 %
K-15
Name and Address Number of Shares of Class % of Class

Saxon & Co.
FBO VI Omnibus Account VICA
P.O. Box 7780-1888
Philadelphia, PA 19182-0001 408,332 75.98 %
AB Limited Duration High Income Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 268,273 14.70 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 113,844 6.24 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
127,173 6.97 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
231,384 12.68 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
232,763 12.75 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 266,661 14.61 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 111,084 6.09 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 144,664 7.92 %

Class C

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
330,763 15.40 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
804,179 37.45 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
134,453 6.26 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 144,761 6.74 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 158,192 7.37 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 178,343 8.31 %

Advisor Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
2,381,491 11.03 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
1,714,791 7.95 %

Class R

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,004 99.98 %

Class K

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,004 99.98 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 943 99.98 %

AB Municipal Bond Inflation Strategy
Name and Address Number of Shares of Class % of Class

Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Rd.
Saint Louis, MO 63131-3729 379,087 5.32 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 516,178 7.24 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
1,833,729 25.71 %
K-18
Name and Address Number of Shares of Class % of Class

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
374,506 5.25 %

Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 430,926 6.04 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 2,168,616 30.41 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executne Dr
San Diego, CA 92121-3091 57,076 5.06 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East, 2^nd Floor
Jacksonville, FL 32246-6484
73,897 6.55 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
218,978 19.42 %

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
68,594 6.08 %

Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 85,896 7.62 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 111,656 9.90 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 70,015 6.21 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 245,656 21.79 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 2,381,406 11.39 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
2,421,154 11.58 %

Pershing, LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 7,858,035 37.60 %

Reliance Trust Co.
FBO Intrust Non-EB C/R
P.O. Box 28004
Atlanta, GA 30358-0004 1,214,347 5.81 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 1,115,579 5.34 %
AB Tax-Aware Fixed Income Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
138,170 25.87 %
K-20
Name and Address Number of Shares of Class % of Class

RBC Capital Markets, LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Fund Operations Manager
60 S.6^th Street, MSC P08
Minneapolis, MN 55402-4413
276,517 51.77 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 12,697 16.50 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
58,924 76.57 %

National Financial Services, LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 4,332 5.63 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 902,605 16.00 %

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,838,146 32.58 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 572,402 10.15 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
1,414,256 25.07 %
K-21
AB CAP FUND, INC.
AB All China Equity Portfolio (as of July 25, 2018)
Name and Address Number of Shares of Class % of Class

Class A

AllianceBernstein L.P.
Attn: Brett Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,002 100 %

Advisor Class

AllianceBernstein L.P.
Attn: Brett Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 199,002 100 %
AB All Market Alternative Return Portfolio
Name and Address Number of Shares of Class % of Class

Class A

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,197 100.00 %

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,189 100.00 %

Advisor Class
AB All Market Total Return
1345 Avenue of the Americas
New York, NY 10105-0302 16,158,196 79.10 %

AB Conservative Wealth Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 2,111,527 10.34 %

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 2,157,361 10.56 %
AB All Market Income Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 46,545 8.17 %

National Financial Services LLC
For The Exclusive Benefit Of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
33,305 5.85 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 32,688 5.74 %
K-22
Name and Address Number of Shares of Class % of Class

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 208,521 36.62 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 215,110 37.77 %

Class C

Ascensus Trust Company
C/F M.J.M.
FBO M.J.M.
Coverdell ESA
Murrieta, CA 92562-2504 4,244 7.21 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 34,343 58.31 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
4,027 6.84 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 11,169 18.96 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 983,569 8.55 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,234,327 10.73 %

SEI Private Trust Co.
C/O Heartland Bank
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456-9989 1,382,684 12.02 %
K-23
AB Concentrated Growth Fund
Name and Address Number of Shares of Class % of Class

Class A

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
202,628 27.11 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
96,049 12.85 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 171,024 22.88 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Account for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 71,947 9.63 %

Class C

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 84,268 15.91 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 274,209 51.78 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 29,044 5.48 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 26,983 5.10 %

Advisor Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,622,235 15.63 %

Class K

Great-West Trust Company, LLC TTEE
FBO Certified Services LLC
401(K) Retirement Savings Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,681 10.64 %

Great-West Trust Company, LLC TTEE
FBO Innovim LLC
401(K) Profit Sharing Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,046 6.62 %

Great-West Trust Company, LLC TTEE
FBO Philadelphia Eye Associates LTD
401(K) Profit Sharing Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,049 6.64 %

Great-West Trust Company, LLC TTEE
FBO Sterling Ruby Studio Inc.
Profit Sharing Plan & Trust
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 4,178 26.44 %

Great-West Trust Company, LLC TTEE
FBO Varda Holdings LLC
401K Profit Sharing Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 834 5.28 %

P./G./E. K.
FBO Kunhardt Films LLC Incentive
48 Wheeler Ave
Pleasantville, NY 10570-3046 6,115 38.70 %
Name and Address Number of Shares of Class % of Class

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 406 64.01 %

Mid Atlantic Trust Co FBO
Platinum CFO Group Ltd 401K Profit
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 225 35.38 %

Class Z

TD Ameritrade FBO
Voya Institutional Trust Company as Cust. PSP for Employee of AllianceBernstein L.P.
FBO Bertand Ginsberg
Beverly Hills, CA 90212-3662 19,109 84.38 %

TD Ameritrade FBO
Voya Institutional Trust Company as Cust. PSP for Employee of AllianceBernstein L.P.
FBO Darren Menaker
1999 Avenue of the Stars, 21^st Floor
Los Angeles, CA 90067-6059
2,790 12.32 %

AB Concentrated International Growth Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
7,139 27.65 %

M.A.N.
TOD/DE
Franklin, MA 02038-5216 1,692 6.55 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,199 12.39 %

K.C.S. & C.S.
JT TEN TOD/DE
Marietta, GA 30062-4813 2,629 10.18 %
Name and Address Number of Shares of Class % of Class

Sixth Avenue Baptist Church
1101 Martin Luther King Jr. Drive SW
Birmingham, AL 35211-2895 3,385 13.11 %

M.P.T.
San Clemente, CA 92673-3523 1,987 7.70 %

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,000 6.63 %

R.J.B. & S.M.B.
TENCOM
Bowling Green, OH 43402-9589 4,095 27.15 %

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 988 6.55 %

A.K. & A.K. JTWROS
Roseville, MN 55113-4462 1,427 9.46 %

Pershing LLC
P.O. Box 2052
Jersey City, NY 07303-2052 7,574 50.21 %

Advisor Class

SEI Private Trust Co.
c/o Dubuque Bank
1 Freedom Valley Drive
Oaks, PA 19456-9989 3,587,575 92.35 %
AB Emerging Markets Core Portfolio
Name and Address Number of Shares of Class % of Class

Class A

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,017 100.00 %
Name and Address Number of Shares of Class % of Class

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,007 100.00 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 428,598 100.00 %
AB Emerging Markets Multi-Asset Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 330,781 30.53 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 71,552 6.60 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
79,990 7.38 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 55,198 5.09 %

Sanford Bernstein & Co LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 79,460 7.33 %
Name and Address Number of Shares of Class % of Class

Class C

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 163,883 58.18 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 22,689 8.06 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
25,291 8.98 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 23,831 8.46 %

Raymond James
Omnibus for Mutual Funds
House Acct. Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 14,590 5.18 %

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 923,118 7.22 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 1,703,571 13.33 %

Raymond James
Omnibus for Mutual Funds
House Acct Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 2,170,225 16.98 %
Name and Address Number of Shares of Class % of Class

Class R

Ascensus Trust Company FBO
James Frank Companies 401K PS Plan
P.O. Box 10577
Fargo, ND 58106-0577 17,224 48.52 %

Ascensus Trust Company FBO
Valley Eye Specialists PS Plan
P.O. Box 10758
Fargo, ND 58106-0758 8,176 23.03 %

FIIOC FBO
Metz Wood Harder, Inc.
401k Profit Sharing Plan
100 Magellan Way (KW1C)
Covington, KY 41015-1987 1,944 5.48 %

Matrix Trust Company Cust. FBO
ETC Companies LLC
717 17^th St., Suite 1300
Denver, CO 80202-3304
3,555 10.01 %

Class K

Ascensus Trust Company FBO
Kinghorn Insurance Agency of Beaufort
P.O. Box 10758
Fargo, ND 58106-0758 5,523 15.71 %

Ascensus Trust Company FBO
Lawrence P. Lotzof DDS
APC Retirement Savings 401K Plan
P.O. Box 10758
Fargo, ND 58106-0758 9,253 26.32 %

Great-West Trust Company LLC TTEE Cust.
FBO Sterling Ruby Studio Inc.
Profit Sharing Plan & Trust
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 3,413 9.71 %

Great-West Trust Company LLC TTEE C
Stoner Albright & Company Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 10,175 28.95 %
Name and Address Number of Shares of Class % of Class

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,032 5.82 %

TD Ameritrade FBO
Voya Institutional Trust Company
PSP For Emp of AllianceBernstein L.P.
FBO William Marsalise
Syosset, NY 11791-1213 13,788 77.79 %

TD Ameritrade FBO
Voya Institutional Trust Company
PSP For Emp of AllianceBernstein L.P.
FBO Benjamin M. Stein
New York, NY 10031-5303 1,083 6.11 %

Nationwide Trust Co FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-20 1,311 7.40 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,019 99.97 %

AB Wealth Appreciation Strategy
APPVM
1345 Avenue of the Americas
New York, NY 10105-0302 1,159,544 18.92 %

SCB Overlay A Portfolio
DAAADA
1345 Avenue of the Americas
New York, NY 10105-0302 1,366,308 22.29 %

SCB Tax-Aware Overlay A Portfolio
DAATADA
1345 Avenue of the Americas
New York, NY 10105-0302 2,847,947 46.46 %

AB Tax-Managed Wealth Appreciation
TMAPPRA
1345 Avenue of the Americas
New York, NY 10105-0302 609,624 9.95 %
AB FlexFee Core Opportunities Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 100,000 100.00 %
AB FlexFee Emerging Markets Growth Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 498,000 99.95 %
AB FlexFee International Strategic Core Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 300,000 100.00 %
AB FlexFee Large Cap Growth Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 2,164,517 32.46 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
3,318,741 49.76 %

Pershing LLC
P.O. Box 2051
Jersey City, NJ 07303-2052 689,645 10.34 %
K-32
AB FlexFee US Thematic Portfolio
Name and Address Number of Shares of Class % of Class

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 3,504,187 79.55 %

Charles Schwab & Co.
FBO Customers
Attn: Mutual Fund Operations
211 Main St.
San Francisco, CA 94105-1905 588,984 13.37 %

AB Global Core Equity Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Co.
FBO The Northern Fish Products Inc.
401K PSP
P.O. Box 10758
Fargo, ND 58106-0758 58,333 5.58 %

Great-West Trust Company LLC TTEE
FBO EYE Associates of Tallahassee PA
Profit Sharing 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 61,098 5.85 %

Great-West Trust Company LLC TTEE F
Social Studies School Service 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 240,492 23.01 %

Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 304,332 29.12 %

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,000 7.23 %

Ascensus Trust Company
C/F T.H.Y. IRA
Porter Ranch, CA 91326-4035 835 6.04 %
K-33
Name and Address Number of Shares of Class % of Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 4,255 30.78 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 5,846 42.29 %

Raymond James
Omnibus for Mutual Funds
House Acct. Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 1,730 12.51 %

Advisor Class

Sanford Bernstein & Co. LLC
One North Lexington Avenue
White Plains, NY 10601-1712 2,043,481 5.44 %

AB International Strategic Core Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
Bare & Swett Agency Inc. NDFI
Christopher L. McClung
Eureka Springs, AR 72631-9102 3,832 10.02 %

Ascensus Trust Company
Pope Insurance
C.L.P.
Englewood, FL 34223-2869 10,284 26.89 %

B. W. & G.W. JTWROS TOD/DE
South Pasadena, CA 91030-4718 12,235 31.99 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 2,447 6.40 %
K-34
Name and Address Number of Shares of Class % of Class

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,000 10.09 %

A.K. & A.K. JTWROS
Roseville, MN 55113-4462 1,087 10.97 %

Ascensus Trust Company
C/F E.G.D. IRA Rollover
Southport, NC 28461-8518 889 8.97 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 6,425 64.83 %
AB Multi-Manger Select Retirement Allocation Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
C/F J.D.R.
IRA Rollover
Philadelphia, TN 37846-3353 3,041 6.76 %

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Rd.
Saint Louis, MO 63131-3729 8,395 18.68 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc.
401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 7,465 16.61 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 14,733 32.78 %

Wells Fargo Clearing Services, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 8,183 18.20 %
Name and Address Number of Shares of Class % of Class

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,000 8.25 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 2,232 18.41 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 8,886 73.29 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,000 36.40 %

Ascensus Trust Company
C/F D.G. IRA Rollover
Pembroke Pines, FL 33027-2025 958 34.89 %

State Street Bank and Trust as TTEE and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 788 28.67 %

Class R

Matrix Trust Company Cust. FBO
The Rider Weiner & Frankel PC
717 17^th St., Ste. 1300
Denver, CO 80202-3304
37,222 96.93 %

Class K

Great-West Trust Company LLC TTEE F
Gerber Trade Finance Inc. 401(K)
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 60,315 5.81 %

Great-West Trust Company LLC TTEE
FBO Northside Radiology Associates PC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 192,528 18.55 %
Name and Address Number of Shares of Class % of Class

Great-West Trust Company LLC TTEE
FBO Tech Quip Inc 401k
8515 East Orchard Road, # 2T2
Greenwood Village, CO 80111-5002 110,020 10.60 %

Great-West Trust Company LLC TTEE C
Digestive Healthcare of Georgia PC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 164,455 15.85 %

Great-West Trust Company LLC TTEE F
North Suburban Pediatrics 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 118,565 11.42 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 94.88 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,014 98.61 %
AB Multi-Manager Select 2010 Fund
Name and Address Number of Shares of Class % of Class

Class A

A.L. Cust.
FBO A.L.
Under-PA UTMA
Abbottstown, PA 17301-9576 2,572 6.92 %

A.L. Cust.
FBO A.L.
Under-PA UTMA
Abbottstown, PA 17301-9576 3,163 8.51 %

Ascensus Trust Company FBO
Power Brake Exchange, Inc. 401(K) P
P.O. Box 10758
Fargo, ND 58106-0758 3,319 8.93 %
Name and Address Number of Shares of Class % of Class

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 3,171 8.53 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 13,034 35.06 %

M.E.E. TOD/DE
Easton, PA 18045-5325 5,451 14.66 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,399 6.45 %

Class C

Ascensus Trust Company
C/F J.C.E. IRA
Apache Junction, AZ 85119-6424 1,832 16.89 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 5,266 48.53 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,522 32.46 %

Advisor Class

Ascensus Trust Company
C/F G.E. IRA
Brooklyn, NY 11234-4210 54,759 78.12 %

Giaquinta Irrevocable Living Trust
DTD 12/27/06
G.G. as Grantor
J.G. TTEE
Staten Island, NY 10306-3619 13,279 18.94 %

Class R

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
14,510 42.16 %
K-38
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 3,284 9.54 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 16,607 48.25 %

Class K

Great-West Trust Company LLC TTEE
FBO Hunt Design Associates Inc. 401K and Profit Sharing Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 101,014 6.39 %

Great-West Trust Company LLC TTEE
FBO The Macinnis Company Savings Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 133,458 8.45 %

Great-West Trust Company LLC TTEE
FBO Urology Centers of Alabama PC
401(K) Profit Sharing Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 396,392 25.09 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 17.81 %

Matrix Trust Company Cust.
FBO Fig Partners, LLC Employee Savings T
717 17^th St., Ste. 1300
Denver, CO 80202-3304
4,751 76.91 %

Mid Atlantic Trust Co FBO
S.J.S. 401k PS
1251 Waterfront Pl., Ste. 525
Pittsburgh, Pa 15222-4228 319 5.16 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,020 98.71 %
K-39
AB Multi-Manager Select 2015 Fund
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
Attn: Mutual Fund
211 Main St.
San Francisco, CA 94105-1905 52,500 30.09 %

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Rd.
Saint Louis, MO 63131-3729 17,039 9.77 %

Matrix Trust Company Cust. FBO
Perry, Crabb & Associates, Inc. 401
717 17th St., Ste. 1300
Denver, CO 80202-3304 16,690 9.57 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 16,578 9.50 %

Class C

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 46,037 86.23 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,004 15.81 %

P.H.E. & D.A.E.
Tenant in Entirety
Summit, NJ 07901-3026 5,340 84.09 %

Class R

MLPF&S For the Sole Benefit of Its
Customers
Attn: Fund Admin.
4800 Deer Lake Dr., E. Fl. 2
Jacksonville FL 32246-6484 2,473 9.73 %
Name and Address Number of Shares of Class % of Class

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 20,855 82.08 %

Class K

Great-West Trust Company LLC TTEE
FBO Hersh, Mannis & Bogen LLP
401K Plan and Trust I
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 234,439 6.03 %

Great-West Trust Company LLC TTEE F
Keane & Beane PC 401(K) Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 218,557 5.62 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 7.63 %

Reliance Trust Co FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta GA 30358-0004 13,137 91.14 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,021 89.10 %

Mid Atlantic Trust Co FBO
Supreme Group Inc 401K Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 108 9.44 %
K-41
AB Multi-Manager Select 2020 Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company FBO
Belt Valley Bank 401K
P.O. Box 10758
Fargo, ND 58106-0758 43,978 9.79 %

Charles Schwab & Co. Inc.
Special Custody Acct.
FBO Customers
Attn: Mutual Fund
211 Main Street
San Francisco, CA 94105-1905 23,095 5.14 %

Matrix Trust Company Cust. FBO
Perry, Crabb & Associates, Inc. 401
717 17th St., Ste. 1300
Denver, CO 80202-3304 42,256 9.41 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 62,961 14.02 %

Class C

Ascensus Trust Company
C/F A.K. Dec'd IRA
FBO E.K..H.
Hampstead
London, England NW31RT 8,774 7.66 %

Ascensus Trust Company
C/F E. C.S. IRA
North Middletown, NJ 07748-5175 12,707 11.10 %

Ascensus Trust Company
C/F J.S. Roth IRA
New City, NY 10956-3222 8,628 7.54 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
24,225 21.16 %

National Financial Services LLC
For the Exclusive Benefit of Our
Customers
Attn: Mutual Funds Dept.
Washington Blvd., 4th Floor 499
Jersey City, NJ 07310 6,894 6.02 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 30,386 26.54 %

Advisor Class

Ascensus Trust Company C/F
FBO M.B. Roth Conversion
Allen, TX 75002-4825 1,088 5.36 %

Ascensus Trust Company
C/F S.R.M. IRA
San Antonio, TX 78223-2047 3,318 16.33 %

Mid Atlantic Trust Company FBO
S.B. 401(K) Profit Sharing
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,542 7.59

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 11,249 55.37 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 2,675 13.17 %

Class R

Ascensus Trust Company FBO
Accurate Intercom 401K PS Plan 699
P.O. Box 10758
Fargo, ND 58106-0758 51,977 20.12 %

Matrix Trust Company Cust. FBO
The Rider Weiner & Frankel PC
717 17th St., Ste. 1300
Denver, CO 80202-3304 54,528 21.11 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 133,233 51.57 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 25.20 %
Name and Address Number of Shares of Class % of Class

Reliance Trust Co FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 2,543 58.25 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,025 7.23 %

Mid Atlantic Trust Co FBO
Supreme Group Inc 401K Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 13,152 92.68 %
AB Multi-Manager Select 2025 Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
W K Webster Ltd.
S.S.
Brooklyn, NY 11215-1528 29,307 6.17 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 34,107 7.19 %

Matrix Trust Company Cust. FBO
Perry, Crabb & Associates, Inc. 401
717 17th St., Ste. 1300
Denver, CO 80202-3304 53,010 11.17 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 67,767 14.28 %

Class C

Ascensus Trust Company
C/F B.T.G. Roth IRA
Juneau, AK 99801-8415 4,051 6.51 %

Ascensus Trust Company
C/F M.W. Roth IRA
Franklin Park, NJ 08823-1775 3,555 5.71 %

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Rd.
Saint Louis, MO 63131-3729 6,691 10.75 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 13,692 22.00 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 19,942 32.05 %

Advisor Class

Ascensus Trust Company
C/F J.M.J. IRA R/O
Bayside, NY 11364-1340 15,104 16.08 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 44,480 47.35 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 16,904 18.00 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 7,487 7.97 %

Class R

Matrix Trust Company Cust.
The Rider Weiner & Frankel PC
717 17th St., Ste. 1300
Denver, CO 80202-3304 59,984 25.81 %

Mid Atlantic Trust Company FBO
Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 50,719 21.82 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 114,729 49.36 %

Class K

Great-West Trust Company LLC TTEE C
Digestive Healthcare of Georgia PC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 790,386 6.38 %
Name and Address Number of Shares of Class % of Class

Class I

Reliance Trust Co FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 66,364 91.64 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,029 10.58 %

Mid Atlantic Trust Co. FBO
Derecktor Maine, LLC 401(K) Profit
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 2,434 25.04 %

Mid Atlantic Trust Co. FBO
Supreme Group Inc. 401(K) Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 6,243 64.22 %
AB Multi-Manager Select 2030 Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
Kirsch Dental LLC Simple IRA
J.A.K.
Frankfort, IL 60423-9712 33,747 5.18 %

Ascensus Trust Company
Kirsch Dental LLC Simple IRA
M.E.K.
Frankfort, IL 60423-9712 40,505 6.22 %

Charles Schwab & Company Inc.
Special Custody Account
FBO Customers
Attn: Mutual Fund
211 Main St.
San Francisco, CA 94105-1905 38,809 5.96 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0001 45,759 7.03 %

Matrix Trust Company Cust. FBO
Perry, Crabb & Associates, Inc. 401
717 17th St., Ste. 1300
Denver, CO 80202-3304 52,437 8.05 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 95,062 14.59 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 37,498 5.76 %

Class C

Mid Atlantic Trust Company FBO
AFSCME DC47 Health & Welfare Retirement
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 16,221 15.97 %

Mid Atlantic Trust Company FBO
Retirement Savings Plan of AFSCME D
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 24,362 23.99 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 33,450 32.94 %

Advisor Class

Ascensus Trust Company FBO
K.K.B. 401(K) Plan 685
P.O. Box 10758
Fargo, ND 58106-0758 31,524 35.78 %

E.D.W. & G.I.W. JTWROS
c/o Sullivan & Cromwell LLP
125 Broad St.
New York, NY 10004-2400 10,818 12.28 %

Great-West Trust Company LLC FBO
Employee Benefits Clients 401(K)
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 17,331 19.67 %

P.H.E. & D.A.E.
Tenant in Entirety
Summit, NJ 07901-3026 14,535 16.50 %

Class R

Matrix Trust Company Cust. FBO
The Rider Weiner & Frankel PC
717 17^th St., Ste. 1300
Denver, CO 80202-3304
67,856 43.34 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
FBO Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 28,101 17.95 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 50,106 32.00 %

Class I

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings T
717 17^th St., Ste. 1300
Denver, CO 80202-3304
27,557 17.92 %

Reliance Trust Co. FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 124,450 81.14 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,033 12.15 %

Mid Atlantic Trust Co FBO
Derecktor Maine, LLC 401(K) Profit
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 931 10.95 %

Mid Atlantic Trust Co FBO
Supreme Group Inc. 401(K) Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 6,054 71.19 %
AB Multi-Manager Select 2035 Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
Octane Design
T.C.D., Jr.
Royal Oak, MI 48067-1157 31,470 7.06 %

Ascensus Trust Company
Octane Design
W.F.B.
Ferndale, MI 48220-1273 26,318 5.90 %
Name and Address Number of Shares of Class % of Class

Charles Schwab & Company Inc.
Special Custody Account
FBO Customers
Attn: Mutual Fund
211 Main St.
San Francisco, CA 94105-1905 22,705 5.09 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 47,977 10.76 %

Matrix Trust Company Cust. FBO
Perry, Crabb & Associates, Inc. 401
717 17th St., Ste. 1300
Denver, CO 80202-3304 22,510 5.05 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 42,101 9.44 %

Class C

Ascensus Trust Company
C/F D.L.R. Roth IRA
Hatfield, PA 19440-3010 7,564 13.95 %

Ascensus Trust Company
C/F R.G.B. SEP IRA
Loveland, OH 45140-8100 2,826 5.21 %

Ascensus Trust Company
FBO N.G. Roth IRA
Winter Haven, FL 33880-1826 6,911 12.75 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
9,466 17.46 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 12,665 23.37 %

Advisor Class

Ascensus Trust Company
C/F R.G.D. IRA
New York, NY 10025-6240 14,945 40.25 %

E.D.W. & G.I.W. JTWROS
c/o Sullivan & Cromwell LLP
125 Broad St.
New York, NY 10004 10,724 28.88 %
Name and Address Number of Shares of Class % of Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 4,670 12.58 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers Attn: Mutual Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 3,672 9.89 %

Class R

Mid Atlantic Trust Company
FBO Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 17,628 17.05 %

National Financial Services LLC
499 Washington Blvd
Jersey City NJ 07310-1995 22,791 22.05 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 51,847 50.16 %

Class I

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings T
717 17^th St., Ste. 1300
Denver, CO 80202-3304
10,328 43.04 %

Mid Atlantic Trust Co FBO
Kappel Mortgage Group Inc 401k PR
1251 Waterfront Pl Ste 525
Pittsburgh PA 15222-4228 4,904 20.44 %

Reliance Trust Co FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 5,294 22.06 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,037 35.10 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
Baskin Aesthetic Medicine LLC 401(K)
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,210 40.96 %

Mid Atlantic Trust Co. FBO
Supreme Group Inc. 401(K) Profit
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 634 21.48 %
AB Multi-Manager Select 2040 Fund
Class A

Ascensus Trust Company
Teagle Optometry Glendale, LLC
D.E.T.
Valencia, CA 91355-2828 42,713 13.07 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 46,744 14.30 %

Pershing LLC
PO Box 2052
Jersey City NJ 07303-2052 16,535 5.06 %

Reliance Trust Company FBO
Wenco
P.O. Box 28004
Atlanta, GA 30358-0004 21,438 6.56 %

Class C

Ascensus Trust Company
Teagle Optometry Glendale, LLC
I.M.
Los Angeles, CA 90006-4524 3,289 7.59 %

Mid Atlantic Trust Co. FBO
IT Data Inc. 401(K)
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 9,335 21.54 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 15,497 35.76 %

Stifel Nicolaus & Co. Inc.
J.C.T.
501 N. Broadway, Fl. 8
Saint Louis, MO 63102-2137 2,964 6.84 %
Name and Address Number of Shares of Class % of Class

Advisor Class

Ascensus Trust Company
B.P.H. Roth Conversion
Villa Park, CA 92861-2647 6,950 15.99 %

Ascensus Trust Company
C/F L.R.C.
IRA Rollover Account
Holmdel, NJ 07733-1414 3,693 8.49 %

Ascensus Trust Company
C/F M.H.D.
Roth IRA
Amarillo, TX 79109-2305 12,350 28.40 %

Mid Atlantic Trust Company FBO
S.B. 401(K) Profit Sharing
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 4,414 10.15 %

RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Omnibus
Attn: Mutual Fund Operations Manager
60 S. 6^th St., MSC P08
Minneapolis, MN 55402-4413
4,651 10.70 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 3,546 8.15 %

Vallee & Co. FBO VA
c/o BMO Harris Bank NA
Attn: MF
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 2,239 5.15 %

Class R

Ascensus Trust Company FBO
Canterra Homes 401k
Profit Sharing Plan
P.O. Box 10758
Fargo, ND 58106-0758 19,989 18.37 %

Mid Atlantic Trust Company FBO
Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 9,993 9.19 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Co FBO
Vicente Consulting LLC 401K Profit
1251 Waterfront Pl Ste 525
Pittsburgh PA 15222-4228 31,070 28.56 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 30,899 28.40 %

Class I

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings
717 17^th St., Ste. 1300
Denver, CO 80202-3304
19,280 63.62 %

Reliance Trust Co FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 8,324 27.47 %

Class Z

TD Ameritrade FBO
Voya Institutional Trust Company as Cust.
PSP for Employee of AllianceBernstein L.P.
FBO D.J.L.
Port Washington, NY 11050-3328 54,677 97.03 %
AB Multi-Manager Select 2045 Fund
Class A

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 96,586 37.28 %

Class C

Ascensus Trust Company
C/F L.J.B. IRA Rollover
52 Crescent Rd.
Madison, NJ 07940-2565 2,968 15.40 %

Ascensus Trust Company
C/F P.B. Dec'd
FBO L.J.B. IRA
Madison, NJ 07940-2565 4,864 25.24 %
Name and Address Number of Shares of Class % of Class

Ascensus Trust Company
Fischer Technical Company
J.M.G.
Bartlett, IL 60103-2314 3,225 16.74 %

Ascensus Trust Company
TPG Tax & Accounting NDFI
N.R.N.
11429 E. Prairie Ave.
Mesa, AZ 85212-1953 1,820 9.44 %

Mid Atlantic Trust Company FBO
AFSCME DC47 Health & Welfare Retirement
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,265 6.56 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,918 9.95 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,020 27.92 %

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Rd.
Saint Louis, MO 63131-3729 1,204 32.96 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 316 8.64 %

T.J.R. TOD/DE
Allen, TX 75002-4825 476 13.04 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 631 17.26 %

Class R

Mid Atlantic Trust Company FBO
Contemporary Staffing Solutions Inc.
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,666 5.75 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
Vargo Physical Therapy
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 4,357 15.04 %

Mid Atlantic Trust Company FBO
Vicente Consulting LLC 401K PROFIT
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 7,251 25.03 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 13,245 45.72 %

Class K

Great-West Trust Company LLC TTEE C
Mantell & Prince PC 401K PCP
PCP c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 270,638 5.46 %

Class I

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings T
717 17th St., Ste. 1300
Denver, CO 80202-3304 9,621 38.76 %

Mid Atlantic Trust Company FBO
Kappel Mortgage Group Inc. 401K PR
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 3,285 13.23 %

Reliance Trust Company FBO
MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358-0004 10,460 42.14 %

Class Z

Mid Atlantic Trust Company FBO
Supreme Group Inc. 401K Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,958 5.47 %

TD Ameritrade FBO
Voya Institutional Trust Company Cust.
PSP for Employee of AllianceBernstein L.P.
FBO C.H.N.
Berkeley Heights, NJ 07922-2642 33,112 92.51 %
K-55
AB Multi-Manager Select 2050 Fund
Name and Address Number of Shares of Class % of Class

Class A

Ascensus Trust Company
GCT Simple Retirement Plan
M.R.A.
Alvin, TX 77511-1665 12,113 13.63 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 9,570 10.77 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 23,512 26.45 %

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,020 18.96 %

Ascensus Trust Company
Illinois Mechanical Sales LLC
NDFI J.W.V.
244 Circlegate Rd.
New Lenox, IL 60451 355 6.60 %

Ascensus Trust Company
C/F Taylorville Memorial Hospital
FBO S.R.D.
Taylorville, IL 62568-9601 892 16.57 %

Mid Atlantic Trust Company
IT Data Inc. 401(K)
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 2,173 40.37 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 553 10.27 %

Advisor Class

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,021 5.15 %

Ascensus Trust Company
C/F M.V.J. Roth IRA
New York, NY 10025-6347 3,190 16.10 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,237 21.39 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 9,832 49.65 %

Class R

Mid Atlantic Trust Company FBO
Vicente Consulting LLC 401K PROFIT
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 6,214 13.58 %

Mid Atlantic Trust Company FBO
Jack Maxton Chevrolet 401K Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 22,901 50.56 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
2,699 5.90 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 9,952 21.76 %

Class K

Great-West Trust Company LLC TTEE C
AEA Investors LLC 401K Savings Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 107,414 5.30 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 37.53 %

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings T
717 17th St., Ste. 1300
Denver, CO 80202-3304 371 12.67 %

Mid Atlantic Trust Company FBO
Chajinel Home Care Services LLC 401
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 259 8.83 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
MGH Enterprises Inc. 401K Profit S
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 293 10.00 %

Mid Atlantic Trust Company FBO
R&B Grocery Inc. 401K Profit Share
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 159 5.41 %

Mid Atlantic Trust Company FBO
Platinum Solutions Inc. 401K Profit
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 196 6.67 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,039 24.95 %

Mid Atlantic Trust Company FBO
Supreme Group Inc. 401K Plan
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 3,110 74.71 %
AB Multi-Manager Select 2055 Fund
Class A

Gerlach & Co. LLC / Citibank Open WE0
3800 Citigroup Center Bldg. B3-14
Tampa, FL 33610 10,330 9.13 %

Great-West Trust Company LLC
TTEE F Northwest Research Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 21,293 18.82 %

Matrix Trust Company Cust. FBO
Oregon Screen Impressions Inc.
717 17th St., Ste. 1300
Denver, CO 80202-3304 5,827 5.15 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 17,659 15.61 %

Class C

Ascensus Trust Company
C/F C.O. IRA Rollover
Bel Air, MD 21014-3320 2,080 25.41 %
Name and Address Number of Shares of Class % of Class

Ascensus Trust Company
Executive Sports Group NDFI SIM IRA
S.A.C.
Croton On Hudson, NY 10520-119 899 10.98 %

Ascensus Trust Company
Glen's Tire Inc.
M.J.J.
Attn: P.J.
Personal & Confidential
800 E. Forest Ave.
Mora, MN 55051-1616 700 8.55 %

Ascensus Trust Company
Kraft Roofing
K.G.K.
Vernon, NJ 07462-5511 519 6.34 %

Ascensus Trust Company
Kraft Roofing
S.M.B.
Glenwood, NJ 07418-1901 467 5.70 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 1,057 12.91 %

Advisor Class

Ascensus Trust Company FBO
R.A.D. IRA Rollover
New York, NY 10024-6476 33,758 71.06 %

Mid-Atlantic Trust Company FBO
S.B. 401(K) Profit Sharing
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 10,574 22.26 %

Class R

Ascensus Trust Company FBO
Accurate Intercom 401K PS Plan 699 37
P.O. Box 10758
Fargo, ND 58106-0758 1,692 7.12 %

Mid Atlantic Trust Company FBO
Contemporary Staffing Solutions Inc.
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 2,145 9.02 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
Vicente Consulting 401K PROFIT
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 13,576 57.12 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
1,893 7.96 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 2,900 12.20 %

Class K

Ascensus Trust Company FBO
FP1 Strategies LLC 401(K) Profit Sharing
219656
Ascensus Trust Company
P.O. Box 10577
Fargo, ND 58106-0577 146,527 5.92 %

Great-West Trust Company LLC TTEE
FBO Access Supports for Living Inc.
403B Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 164,446 6.64 %

Great-West Trust Company LLC TTEE
FBO Gordon Fournaris & Mammarella PA Profit Sharing Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 185,708 7.50 %

Great-West Trust Company LLC TTEE
FBO W F Magann Corporation 401K Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 174,897 7.06 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,100 16.04 %

Ascensus Trust Company FBO
Dercon Construction Services 401K
234561
P.O. Box 10758
Fargo, ND 58106-0758 1,356 19.76 %
Name and Address Number of Shares of Class % of Class

Matrix Trust Company Cust. FBO
Fig Partners, LLC Employee Savings T
717 17th St., Ste. 1300
Denver, CO 80202-3304 3,522 51.35 %

Class Z

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,039 26.49 %

Mid Atlantic Trust Company FBO
Derecktor Maine LLC 401K Profit
1251 Waterfront Pl., Ste 525
Pittsburgh, PA 15222-4228 351 9.96 %

Mid Atlantic Trust Company FBO
Supreme Group Inc. 401K Plan
1251 Waterfront Pl., Ste 525
Pittsburgh, PA 15222-4228 2,121 60.21 %
AB Select US Equity Portfolio
Class A

Charles Schwab & Co. Inc.
Special Custody Account
FBO Customers
Attn: Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 35,232 5.02 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 45,156 6.43 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 54,234 7.73 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 204,202 29.09 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 54,957 7.83 %
Name and Address Number of Shares of Class % of Class

Class C

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 94,192 11.97 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 253,434 32.21 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 214,172 27.22 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 42,967 5.46 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 63,811 8.11 %

Class R

AllianceBernstein L.P.
Attn: Brent Mather-seed Acct
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,006 99.98 %

Class K

Great-West Trust Company, LLC TTEE C
Digestive Healthcare of Georgia PC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 94,259 56.61 %

Great-West Trust Company, LLC TTEE
FBO Klatte Budenslek & Young-Agriesti LLP 401K Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 24,243 14.56 %

Great-West Trust Company, LLC TTEE
FBO Solsbury Hill 401K Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 28,281 16.99 %
Name and Address Number of Shares of Class % of Class

Class I

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 413,296 17.86 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 429,773 18.57 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 116,944 5.05 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 129,450 5.59 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 166,874 7.21 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 294,634 12.73 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 190,101 8.22 %

AB Select US Long/Short Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 644,939 8.97 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 494,822 6.88 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
1,328,402 18.47 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
977,675 13.59 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,449,722 20.16 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 496,821 6.91 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 636,017 8.84 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 409,778 5.14 %

MLPF&S For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 583,570 7.32 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,388,137 29.97 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 808,310 10.14 %

Raymond James
Omnibus for Mutual Funds
House Acct Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 424,187 5.32 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 1,462,852 18.36 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 860,264 10.79 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 3,289,979 5.63 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 5,639,801 9.66 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 13,280,826 22.74 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310-1995
6,277,123 10.75 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,814,304 6.53 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 3,677,091 6.30 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 9,439,508 16.16 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 3,705,879 6.35 %

Class R

Matrix Trust Company Cust. FBO
Innovative Combustion Tech Inc. 401(K)
717 17th Street, Ste. 1300
Denver, CO 80202-3304 11,040 33.47 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 11,834 35.87 %

Raymond James & Assoc Inc.
FBO Iowa Clinic PSP 401K
G.P. MD
J.W.H. MD TTEE
P.O. Box 71483
Clive, IA 50325-0483 10,111 30.65 %

Class K

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,000 99.98 %

Class I

SEI Private Trust Co.
C/O Regions Bank
1 Freedom Valley Drive
Oaks, PA 19456-9989 985,737 97.00 %

AB Small Cap Growth Portfolio
Class A

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
615,888 6.36 %
Name and Address Number of Shares of Class % of Class

Class C

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 63,401 8.06 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 233,861 29.74 %

National Financial Services LLC For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 72,759 9.25 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 46,295 5.89 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 60,053 7.64 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 112,817 14.35 %

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 779,357 11.70 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,479,850 37.24 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
SPEC CDY A/C EBOC UBSFSI
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 462,006 6.94 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 396,304 5.95 %

Class R

American United Life Cust
FBO AUL American Group Retirement Annuity
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 70,741 12.63 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 29,891 5.36 %

State Street Bank and Trust as TTEE and/or
Cust FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 136,921 24.53 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way # B3N
Windsor, CT 06095-4773 42,413 7.60 %

Class K

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 63,767 9.38 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 232,592 34.20 %

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 78,406 11.53 %

Class I

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 1,985,066 29.07 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 1,563,960 22.90 %

State of South Carolina Trustee
FBO State of South Carolina 401K
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 858,196 12.57 %

Class Z

Great-West Trust Company, LLC
TTEE F
The Fifth Third Bancorp Master Prof
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,036,318 44.41 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 256,802 11.01 %

Sanford Bernstein & Co. LLC
1 N. Lexington Avenue
White Plains, NY 10601-1712 284,128 12.18 %

Sanford Bernstein & Co. LLC
1 N. Lexington Avenue
White Plains, NY 10601-1712 124,290 5.33 %

Voya Institutional Trust Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 147,706 6.33 %

AB Small Cap Value Portfolio
Name and Address Number of Shares of Class % of Class

Class C

AllianceBernstein L.P.
Attn: Brent Mather-Seed Account
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,002 12.75 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 3,672 46.75 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,982 25.23 %

R.A.M.
Fort Dodge, IA 50501-2920 882 11.23 %

Advisor Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310-1995
4,092,846 61.33 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1785 1,227,260 18.39 %

Vanguard Fiduciary Trust Company
Morgan, Lewis & Bockius LLP 401K
Attn: Investment Services
P.O. Box 2600
Valley Forge, PA 19482-2600 556,094 8.33 %

AB CORE OPPORTUNITIES FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 424,137 5.67 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 596,730 7.97 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 1,593,516 21.29 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 773,525 10.34 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 386,837 5.17 %

Class B

Ascensus Trust Company
David Heating & Cooling, Inc. NDFI
S.T.A.
Merrimac, MA 01860-1812 4,454 6.60 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 4,648 6.89 %

Class C

Charles Schwab & Co. Inc.
Special Custody Account FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 81,134 6.61 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 63,809 5.20 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 123,302 10.05 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 116,305 9.48 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 131,425 10.71 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 100,209 8.17 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 163,149 13.29 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 159,571 13.00 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 549,029 18.25 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 326,698 10.86 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 246,764 8.20 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 220,718 7.34 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 440,940 14.65 %

RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Fund Ops Manager
60 S. 6th St., MSC P08
Minneapolis, MN 55402-4413 197,416 6.56 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 233,008 7.74 %

Class R

American United Life Cust. FBO
American United Trust
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 65,340 18.73 %

American United Life Cust. FBO
AUL American Group Retirement Annuity
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 20,788 5.96 %

Christina Pfleider & Tom Pfleider T FBO Meta Dynamic Inc. 401(k) PSP
c/o Fascore LLC
8515 E. Orchard Rd. # 2T2
Greenwood Village, CO 80111-5002 24,905 7.14 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 40,067 11.49 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310 96,437 27.65 %

Class K

Ascensus Trust Company FBO
International Integrated Solutions Ltd.
401(k) Profit Sharing Plan and Trust
P.O. Box 10758
Fargo, ND 58106-0758 26,746 10.18 %

Great-West Trust Company LLC TTEE FBO Advanced Specialty Care PC Profit Sharing Plan
8515 E. Orchard Road # 2T2
Greenwood Village, CO 80111-5002 26,052 9.92 %
Name and Address Number of Shares of Class % of Class

Great-West Trust Company LLC TTEE FBO
Tech Quip Inc. 401K
8515 E. Orchard Road # 2T2
Greenwood Village, CO 80111-5002 23,485 8.94 %

Mid Atlantic Trust Company FBO
American Society of Appraisers
401(K) PSP & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 13,728 5.23 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 88,560 33.71 %

Class I

FIIOC FBO
Walker Emulsions Inc. 401(K) Plan
100 Magellan Way (KW1C)
Covington, KY 41015-1987 72,688 20.91 %

Great-West Trust Company LLC FBO Employee Benefits Clients 401K
8515 E. Orchard Road # 2T2
Greenwood Village, CO 80111-5002 75,728 21.78 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 17,708 5.09 %

Nationwide Trust Co. FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 36,816 10.59 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 89,905 25.86 %

Class Z

Equitable Life For Separate Account #65 Qualified Plan
Attn: S.S.
525 Washington Blvd., Floor 27
Jersey City, NJ 07310-1606 7,132 6.60 %
Name and Address Number of Shares of Class % of Class

FIIOC FBO
Kroeschell, Inc. Contributory Profit Sharing /401(k) Plan
100 Magellan Way (KW1C)
Covington, KY 41015-1987 14,680 13.58 %

Saxon & Co.
VI Omnibus Account VICA
P.O. Box 7780-1888
Philadelphia, PA 19182-0001 9,587 8.87 %

Voya Retirement Insurance and Annuity Co. Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 67,845 62.78 %
AB CORPORATE SHARES
AB Corporate Income Shares
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 4,282,111 52.69 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 476,451 5.86 %
AB Impact Municipal Income Shares
Name and Address Number of Shares of Class % of Class

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,355,538 18.24 %
AB Income Shares (as of August ~~17, 2005.~~ _, 2018)

Name and Address Number of ~~Beneficial Owner ------------------------------------~~ Americas Government Income Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 300,137 PercentageShares of Class ~~8.38% AIG Life Insurance Company ATTN: Ed Bacon 600~~ % of Class
AllianceBernstein L.P.
Attn: Brett Mather-Seed Account
1 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 3,153,435 Percentage of Class 88.09% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 882,833 Percentage of Class 99.43% Balanced Wealth Strategy Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345Lexington Avenue ~~of the Americas New York,~~
White Plains, NY 10105-0302 Amount of Ownership 855,997 Percentage of Class 100% Class B Hartford Life and Annuity 200 Hopmedow Street P.O. Box 2999 Hartford, CT 06104-2999 Amount of Ownership 325,694 Percentage of Class 7.15% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 4,075,565 Percentage of Class 89.43% 10601-1712 100 %
AB Municipal Income Shares
Name and Address Number of Shares of Class % of Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 16,031,309 6.27 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East, 2^nd Floor
Jacksonville, FL 32246-6484
69,280,835 27.11 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
76,593,943 29.97 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 15,845,303 6.20 %
AB Taxable Multi-Sector Income Shares
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Dr., East, 2^nd Floor
Jacksonville, FL 32246-6484
2,505,763 17.25 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
1,835,287 12.63 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2502 2,073,087 14.27 %

Sanford Bernstein & Company LLC
One North Lexington Avenue
White Plains, NY 10601-1712 976,402 6.72 %
AB DISCOVERY GROWTH FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
2,885,222 5.06 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,911,588 5.11 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 3,394,558 5.95 %
Name and Address Number of Shares of Class % of Class

Class B

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 8,410 7.22 %

UBS WM USA
Omni Account M/F
Attn: Dept. Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
8,659 7.43 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 282,587 5.37 %

MLPF&S For the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 718,529 13.64 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 613,632 11.65 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 376,012 7.14 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 417,924 7.93 %

UBS WM USA
Omni Account M/F
Attn: Dept. Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
267,115 5.07 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,050,538 19.95 %
Name and Address Number of Shares of Class % of Class

Class R

American United Life Cust
FBO American United Trust
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 103,883 5.95 %

American United Life Cust
FBO AUL American Group
Retirement Annuity
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368
334,469 19.16 %
MassMutual Financial Group Cust
FBO Massachusetts Mutual Insurance Company
1295 State Street
Springfield, MA 01111-0001 120,582 6.91 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way # B3N
Windsor, CT 06095-4773 172,341 9.87 %

Class K

Ascensus Trust Company
FBO International Integrated Solutions Ltd.
401(K) Profit Sharing Plan and Trust
P.O. Box 10758
Fargo, ND 58106-0758 102,910 6.45 %

Nationwide Trust Company FSB
FBO Participating Retirement Plans
TPA-NTC
IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 98,674 6.19 %

Class I

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 641,726 9.76 %

Great-West Trust Company, LLC TTEE
F Employee Benefits Clients 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 536,709 8.16 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 540,817 8.22 %

PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 766
WME IMG Profit Sharing
9601 Wilshire Blvd.
Beverly Hills, CA 90210-5213 1,574,395 23.94 %

Wells Fargo Bank NA FBO
Mastercard Int'l Deferral Plan
PO Box 1533
Minneapolis, MN 55480-1533 423,884 6.45 %

Class Z

AB Wealth Appreciation Strategy
APPVM
1345 Avenue of the Americas
New York, NY 10105-0302 2,643,136 8.91 %

SEI Private Trust C/O Citizens of RI
(CT Laborers Pension –Pooled Funds)
Attn Mutual Funds Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989 4,203,013 14.17 %

Voya Institutional Trust Company
Trustee or Custodian for
Core Market Retirement Plans
30 Braintree Hill Office Park
Braintree, MA 02184-8747 6,776,676 22.84 %

Wells Fargo Bank FBO
Various Retirement Plans
1525 West W.T. Harris Blvd.
Charlotte, NC 28288-1076 9,635,320 32.48 %
AB EQUITY INCOME FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 798,447 7.58 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 534,711 5.08 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
1,276,843 12.13 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
951,950 9.04 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,030,979 9.79 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,114,915 10.59 %

Class B

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
2,520 5.45 %

National Financial Services LLC
For the Exclusive Benefit
Of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
3,938 8.52 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,504 7.58 %

Class C

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 194,556 6.31 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
362,776 11.77 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
265,301 8.61 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit
Of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
165,731 5.38 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 389,989 12.66 %

Raymond James
Omnibus for Mutual Funds
House Acct. Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 509,943 16.55 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 490,106 15.90 %

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 718,799 10.88 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
663,590 10.05 %

National Financial Services LLC
For the Exclusive Benefit
Of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
410,596 6.22 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 638,149 9.66 %

UBS WM USA
Omni Account M/F
Attn: Dept. Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
359,435 5.44 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Account For the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 601,707 9.11 %

Class R

PIMS/Prudential Ret. Plan
Nominee Trustee Custodian
800 Volk Enterprises Inc. Safety
618 S. Kilroy Road
Turlock, CA 95380-9531 27,064 6.45 %

Reliance Trust Co. Custodian
FBO MassMutual Omnibus PPL
P.O. Box 48529
Atlanta, GA 30362-1529 30,187 7.19 %

State Street Bank and Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 92,971 22.14 %

Voya Retirement Insurance and Annuity Co. Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 83,189 19.81 %

Class K

Great-West Trust Company LLC TTEE C
Digestive Healthcare of Georgia PC
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 27,595 16.86 %

Great-West Trust Company LLC TTEE FBO Richardson Kontogouris Emerson LLP 401K Plan
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 25,120 15.35 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 25,990 15.88 %

Class I

FFIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 2,185 5.39 %
Name and Address Number of Shares of Class % of Class

Great West Trust Company LLC
Plans of Great West Financial
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 13,863 34.19 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 11,899 29.35 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1785 9,013 22.23 %

Class Z

Capital Bank & Trust Company TTEE F Mansperger Patterson & McMullin 401
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 23,144 34.02 %

Voya Retirement Insurance and Annuity Co. Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 39,405 57.92 %
AB FIXED-INCOME SHARES, INC.
AB Government Money Market Portfolio
Name and Address Number of Shares of Class % of Class

Class B

Ascensus Trust Company
Dr. D.B.S.
H.T.S.
Plano, TX 75025-2482 92,251 7.02 %

Class C

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 876,382 14.06 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 485,981 7.80 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
330,130 5.30 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 679,037 10.89 %

Wells Fargo Clearing Services, LLC
Special Custody Account For the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 581,029 9.32 %

Class AB
AB Arya Partners Master Fund
SICAV RAIF S C SP
2-4 Rue Eugene Ruppert
Luxembourg L-2453 400,000,000 6.72 %

AB Large Cap Growth Fund
8000 IH 10 West, Floor 4
San Antonio, TX 78230-3862 708,407,113 11.89 %

Sun America Volatility Overlay Management
1345 Avenue of the Americas
New York, NY 10105-0302 571,231,942 9.59 %

Advisor Class

M.R.C.
Washington, DC 20007-2968 1,048,028 12.71 %

S.P.D. TOD/DE
Katonah, NY 10536-1804 443,408 5.38 %

Mid Atlantic Trust Co FBO
Intercommunity Dialysis Services 401K
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 898,416 10.89 %

Class I

Ascensus Trust Company FBO
Traffic Tech, Inc. 401K Plan
PO Box 10758
Fargo, ND 58106-0758 467,348 5.22 %

Mid Atlantic Trust Co. FBO
All-Rite Industries 401K Profit Sharing Plan & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 1,848,251 20.65 %

Mid Atlantic Trust Co. FBO
Building Diagnostics Inc. 401K Pro
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 680,881 7.61 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Co. FBO
Palmer Capital Inc. 401K PSP & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 482,385 5.39 %

State Street Bank & Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 814,669 9.10 %

Class 1

SAS7 LLC
Orchid Mgmt., LLC, Manager
by 7CBBS Trust,
John Sorenson, Trustee
13 Morning Dove
Laguna Niguel, CA 92677-5307 45,038,663 7.66 %

Institutional Class

AllianceBernstein L.P.
Attn: Brent Mather- Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601 10,000 99.97 %
AB GLOBAL BOND FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 7,290,091 7.00 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 5,742,054 5.51 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
9,051,376 8.69 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
5,292,771 5.08 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
15,414,686 14.80 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 6,080,446 5.84 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 5,593,439 5.37 %

Class B

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 3,709 5.68 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
8,473 12.97 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 13,159 20.15 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,388,205 7.20 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
2,236,357 11.60 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
3,027,201 15.71 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our
Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,470,420 7.63 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,880,962 9.76 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 1,219,768 6.33 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
1,844,997 9.57 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
2,309,120 11.98 %
Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 29,125,791 5.24 %

National Financial Services LLC
For the Exclusive Benefit of Our
Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 55,647,080 10.02 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 47,015,393 8.46 %
Name and Address Number of Shares of Class % of Class

Class R

Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 2,586,446 27.22 %

MassMutual Financial Group
Cust. FBO Massachusetts Mutual Insurance Company
1295 State Street
Springfield, MA 01111-0001 964,398 10.15 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
758,116 7.98 %

State Street Bank & Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln St.
Boston, MA 02111-2901 2,213,369 23.29 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 1,043,788 10.98 %

Class K

John Hancock Trust Company LLC
Amtrust Retirement Plan
690 Canton St., Ste. 100
Westwood, MA 02090-2324 1,224,669 25.48 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310 1,363,453 28.36 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 291,280 6.06 %

Class I

John Hancock Trust Company LLC
Southern California IBEW-NECA Defin.
690 Canton St., Ste. 100
Westwood, MA 02090-2324 15,657,544 16.76 %
Name and Address Number of Shares of Class % of Class

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
9,266,116 9.92 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1712
12,543,266 13.43 %

Class Z

DCGT Trustee and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50392-0001 3,627,236 6.40 %

FIIOC as Agent for Certain Employee
Benefits Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 2,881,518 5.08 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 4,178,093 7.37 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 5,924,863 10.45 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 5,034,990 8.88 %
AB GLOBAL REAL ESTATE INVESTMENT FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 295,666 6.88 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
521,531 12.14 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
277,081 6.45 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 334,195 7.78 %

Wells Fargo Clearing Services, LLC
Special Custody Account For the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 369,563 8.60 %

Class B

D.L.F.
Gaithersburg, MD 20879-1758 2,253 6.78 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,707 8.14 %

Class C

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 250,670 44.44 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 32,652 5.79 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
61,254 10.86 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
39,502 7.00 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 31,703 5.62 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 50,790 9.01 %
Name and Address Number of Shares of Class % of Class

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 462,833 15.20 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,168,129 38.35 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 187,413 6.15 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 360,583 11.84 %

Class R

Reliance Trust Co. Custodian
FBO MassMutual Omnibus PPL
P.O. Box 48529
Atlanta, GA 30362-1529 60,706 12.50 %

State Street Bank and Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 201,675 41.54 %

Class K

Great-West Trust Company LLC TTEE C
AEA Investors LLC 401K Savings Plan
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 45,868 6.80 %

Great-West Trust Company LLC TTEE C
Minnesota Surgical Associates
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 37,755 5.59 %

Great-West Trust Company LLC TTEE C
Tristate HVAC Equipment LLP 401K
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 38,825 5.75 %
Name and Address Number of Shares of Class % of Class

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 48,555 7.20 %

Class I

CBNA Cust. FBO Gen'l. Church of New Jerusalem DB
6 Rhoads Dr., Ste. 7
Utica, NY 13502-6317 86,138 20.04 %

FFIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 29,262 6.81 %

Great-West Trust Company LLC FBO Employee Benefits Clients 401(k)
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 38,566 8.97 %

Great-West Trust Company LLC
Plans of Great West Financial
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 63,205 14.70 %

Matrix Trust Company as Trustee FBO C/F Bowie Gridley Architects 401(k)
P.O. Box 52129
Phoenix, AZ 85072-2129 28,869 6.72 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 31,323 7.29 %

Reliance Trust Company FBO
Studios Arch
P.O. Box 48529
Atlanta, GA 30362-1529 35,853 8.34 %
AB GLOBAL RISK ALLOCATION FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 1,011,740 7.50 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
1,485,699 11.01 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
681,952 5.06 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,144,623 8.49 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 949,039 7.04 %

Class B

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
11,456 7.71 %

Class C

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 81,519 12.34 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 45,086 6.82 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
93,515 14.15 %

Oppenheimer & Co. Inc. FBO
FBO J.V. R/O IRA
Highland Beach, FL 33487-3391 34,411 5.21 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 46,102 6.98 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 89,914 13.61 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 46,709 5.58 %

Great-West Trust Company LLC TTEE C FBO: College of Westchester Business School 401K
c/o Fascore LLC
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 80,215 9.58 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
57,522 6.87 %

Providence Ear Nose & Throat Assoc. Inc. 401K PS Plan
S.W.F. TTEE
2112 Providence Avenue
Chester, PA 19013-5507 145,537 17.38 %

State Street Bank and Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 59,323 7.08 %

Class R

FIIOC FBO
Learned, Reilly, Learned & Hughes
Profit Sharing Plan
100 Magellan Way KWIC
Covington, KY 41015-1987 15,039 11.54 %

Great-West Trust Company LLC Employee Benefits Clients 401K
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 12,584 9.66 %

Mid Atlantic Trust Co. FBO
Pikus Concrete & Construction 401(k)
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 34,327 26.34 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
22,615 17.36 %

TD Ameritrade Trust Company
P.O. Box 17748
Denver, CO 80217-0748 25,759 19.77 %

Class K

Great-West Trust Company LLC TTEE C
Miller, Shpiece & Tischler PC RSP
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 10,391 13.71 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 36,940 48.73 %

VRSCO
Attn: Chris Bauman
2727-A Allen Parkway 4-D1
Houston, TX 77019-2107 6,656 8.78 %

Class I

FIIOC FBO
API Heat Transfer Inc. 401(k) Plan
100 Magellan Way KWIC
Covington, KY 41015-1987 34,270 25.87 %

FIIOC FBO
Brewster Cheese Company
401(k) Profit Sharing Plan
100 Magellan Way KWIC
Covington, KY 41015-1987 48,796 36.83 %

FIIOC FBO
Toyota Material Handling Midwest Inc. DBA Prolift Industrial
100 Magellan Way KWIC
Covington, KY 41015-1987 11,783 8.89 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 31,111 23.48 %
AB HIGH INCOME FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 9,467,178 5.31 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
16,323,063 9.15 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
14,372,420 8.06 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
19,078,789 10.70 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 18,630,013 10.45 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 13,441,669 7.54 %

Class B

Ascensus Trust Company
C/F M.D. IRA Rollover
Point Pleasant Beach, NJ 08742-3832 8,505 5.28 %

Ascensus Trust Company
C/F T.C., Jr. IRA Rollover
Lambertville, NJ 08530 11,488 7.14 %

M.V.V.
MD Retirement Plan
FBO Master Account
San Juan, PR 00910-1587 12,890 8.01 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 12,156 7.55 %
Name and Address Number of Shares of Class % of Class

Class C

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
10,783,947 9.79 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
19,869,450 18.04 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ  07303-2052 15,366,534 13.95 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 7,326,189 6.65 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
6,636,440 6.02 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 19,808,290 17.98 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 30,888,487 7.23 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 22,582,030 5.28 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
41,885,592 9.80 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
57,697,928 13.50 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 52,715,739 12.34 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 30,925,161 7.24 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
33,064,750 7.74 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 34,713,192 8.12 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 21,760,701 5.09 %

Class R
��
Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 3,400,970 37.66 %

MassMutual Financial Group
Cust. FBO Massachussetts Mutual Insurance Company
1295 State Street
Springfield, MA 01111-0001 1,037,266 11.49 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
830,214 9.19 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310-1995 909,310 10.07 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 506,563 5.61 %

Class K

National Financial Services LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 10,988,072 75.61 %

State of Florida Employees Deferred Compensation Plan
FBO Participating Employees
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,376,736 9.47 %

Class I

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 2,017,988 7.10 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 1,994,119 7.02 %

National Financial Services LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 8,077,494 28.43 %

National Financial Services LLC
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 3,007,641 10.58 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 2,516,540 8.86 %

Class Z

AB All Market Income
1345 Avenue of the Americas
New York, NY 10105-0302 6,848,933 16.07 %
Name and Address Number of Shares of Class % of Class

AB Conservative Wealth Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 2,576,731 6.05 %

JP Morgan Securities LLC
For the Exclusive Benefit of
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0001 3,370,334 7.91 %

MAC & Co.
Attn: Mutual Fund Operations
500 Grant Street
Room 151-1010
Pittsburgh, PA 15219-2502 2,313,511 5.43 %

MAC & Co.
Attn: Mutual Fund Operations
500 Grant Street
Room 151-1010
Pittsburgh, PA 15219-2502 2,655,550 6.23 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
2,493,458 5.85 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 2,353,717 5.52 %
AB INSTITUTIONAL FUNDS, INC.
AB Global Real Estate Investment Fund II
Name and Address Number of Shares of Class % of Class

Charles Schwab & Co.
For the Exclusive Benefit of Our Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,647,997 5.99 %
AB LARGE CAP GROWTH FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
211 Main Street
San Francisco, CA 94105-1905 2,349,345 5.17 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
7,268,653 16.01 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
2,443,602 5.38 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
4,008,439 8.83 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,193,584 7.03 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 3,473,116 7.65 %

Class B

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 28,415 6.00 %

Class C

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 1,426,694 13.58 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,367,710 13.02 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
902,769 8.59 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 801,506 7.63 %
Name and Address Number of Shares of Class % of Class

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 944,183 8.99 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,739,917 16.56 %

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 5,643,238 10.85 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 6,557,479 12.61 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,845,146 5.47 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
6,367,481 12.25 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,612,389 8.87 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 3,138,781 6.04 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 4,630,591 8.91 %
Name and Address Number of Shares of Class % of Class

Class R

Equitable Life for
Separate Acct #65 Qualified Plan
Attn S.S.
525 Washington Blvd, 27^th Floor
Jersey City NJ 07310-1606
70,451 5.43 %

DCGT Trustee and/or Custodian
FBO PLIC Various Retirement Plans
Omnibus
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50392-0001 90,414 6.97 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 194,135 14.97 %

State Street Bank and Trust as TTEE
And/or Cust. FBO ADP Access Product
1 Lincoln St
Boston MA 02111-2901 80,106 6.18 %

Voya Retirement Insurance and Annuity Co
Qualified Plan
1 Orange Way # B3N
Windsor CT 06095-4773 66,014 5.09 %

Class K

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 435,188 22.86 %

Class I

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 808,867 9.99 %

Great-West Trust Company LLC FBO
Employee Benefits Clients 401k
8515 E Orchard Rd 2t2
Greenwood Vlg CO 80111-5002 500,998 6.19 %

Lincoln Retirement Services Co
FBO Prince William 403B
PO Box 7876
Fort Wayne IN 46801-7876 495,792 6.12 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the sole benefit of its
Customers
Attn Fund Admin
4800 Deer Lake Dr E Fl 2
Jacksonville FL 32246-6484 754,106 9.32 %

National Financial Services LLC
499 Washington Blvd
Jersey City NJ 07310-1995 534,066 6.60 %

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,373,803 16.97 %

Patterson & Co. FBO
USI 401(K) Plan
1525 West W.T. Harris Blvd.
Charlotte, NC 28288-1076 670,321 8.28 %

Class Z

Great-West Trust Company LLC FBO Employee Benefits Clients 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111-5002 923,484 5.43 %

Great-West Trust Co LLC
TTEE F FBO Cox Savings Incentive Plan
c/o Fascore LLC
8515 E Orchard Rd # 2T2
Greenwood Village, CO 80111-5002 1,783,369 10.49 %

National Financial Services LLC
499 Washington Blvd
Jersey City NJ 07310-1995 1,361,837 8.01 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way # B3N
Windsor, CT 06095-4773 2,295,962 13.51 %
AB MUNICIPAL INCOME FUND, INC.
AB California Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 2,184,603 5.19 %
Name and Address Number of Shares of Class % of Class

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 5,728,124 13.61 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 4,618,998 10.98 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,515,641 10.73 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 2,619,242 6.23 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 7,376,621 17.53 %

Class B

A.F.E.
Chino, CA 91710-2185 272 8.33 %

J.C. TOD/DE
Hacienda Heights, CA 91745-6502 760 23.28 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,182 66.80 %

Class C

JPMorgan Securities, LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 232,314 5.34 %

LPL Financial
Omnibus Customer Accounts
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 508,697 11.69 %
Name and Address Number of Shares of Class % of Class

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 395,908 9.10 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 907,869 20.87 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 570,975 13.12 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 326,417 7.50 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 664,769 15.28 %

Advisor Class

LPL Financial
Omnibus Customer Accounts
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,423,480 7.52 %

MLPF&S
For the Sole Benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 4,787,166 25.30 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,797,617 14.79 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 1,921,212 10.15 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,362,445 7.20 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 1,390,764 7.35 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 2,136,817 11.29 %
AB High Income Municipal Portfolio
Name and Address Number of Shares of Class % of Class

Class A

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 5,738,175 8.69 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 8,879,899 13.44 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 9,092,961 13.77 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 5,196,632 7.87 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 9,019,867 13.66 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 5,815,976 8.81 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 7,685,929 11.64 %

Class C

Charles Schwab & Co., Inc.
Special Custody Acct. for the Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 1,357,900 5.40 %

JP Morgan Securities, LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 1,398,621 5.56 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 4,621,789 18.38 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 4,327,757 17.21 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,822,315 7.25 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 1,590,049 6.32 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 1,732,862 6.89 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 4,575,688 18.20 %

Advisor Class

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 9,932,133 6.99 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 24,328,399 17.13 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 13,108,348 9.23 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 10,381,361 7.31 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 13,579,815 9.56 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 10,118,875 7.12 %
~~Name and Address of Beneficial Owner ------------------------------------~~ Global Bond Portfolio Class A National Union Fire Insurance Company of Pittsburgh PA ATTN: Bill Tucker 80 Pine Street, Floor 39 New York, NY 10005-1704 Amount of Ownership 1,047,567 Percentage of Class 23.45% Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 1,269,117 Percentage of Class 28.41% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 1,437,807 Percentage of Class 32.18% Class B Hartford Life Separate Account 1A 200 Hopmedow Street P.O. Box 2999 Hartford, CT 06104-2999 Amount of Ownership 177,784 Percentage of Class 14.87% Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 408,544 Percentage of Class 34.16% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 539,792 Percentage of Class 45.14%
K-109
~~E-1~~
~~Name and Address of Beneficial Owner ------------------------------------~~ Global Dollar Government Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 172,986 Percentage of Class 10.59% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 1,399,944 Percentage of Class 85.72% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 399,653 Percentage of Class 98.62% Global Technology Portfolio Class A Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of its Customers 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 Amount of Ownership 342,754 Percentage of Class 5.08% American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 710,434 Percentage of Class 10.53% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 1,475,433 Percentage of Class 21.86% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 3,809,550 Percentage of Class 56.45%
AB National Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 2,886,592 5.13 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 7,559,789 13.45 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 5,096,821 9.07 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 3,836,397 6.82 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,868,148 6.88 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 4,351,703 7.74 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 6,899,953 12.27 %

Class B

Ascensus Trust Company
C/F B.R.S. IRA Rollover
115 17th Place South
La Crosse, WI 54601-4257 2,198 12.39 %

D.D. TOD/DE
Reno, NV 89502-2561 3,466 19.54 %
Name and Address Number of Shares of Class % of Class

Oppenheimer & Co. Inc.
FBO M.J.O. &
J.G.O. TTEE
O'Connell Joint Revocable Trust
4431 Chula Vista
Pensacola, FL 32504 3,110 17.53 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,374 13.38 %

Y.A.W. DDS
Opelousas, LA 70570-1413 2,048 11.55 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 435,801 5.05 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 1,342,295 15.56 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,064,898 12.35 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 606,255 7.03 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 985,069 11.42 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 710,477 8.24 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,211,889 14.05 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 4,729,784 7.00 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 7,304,486 10.81 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 4,001,855 5.92 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 6,413,699 9.49 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 5,207,307 7.71 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 19,384,577 28.69 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 9,519,627 14.09 %

Wells Fargo Clearing Services, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 4,176,693 6.18 %
AB New York Portfolio
Name and Address Number of Shares of Class % of Class

Class A

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 9,182,295 21.36 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 2,469,081 5.74 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 5,274,641 12.27 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 9,077,077 21.12 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 2,283,887 5.31 %

Class B

M.D.
Brooklyn, NY 11224-4120 2,844 6.08 %

M.B.TOD/DE
29640 Fuengiola Malaga, Spain 2,921 6.24 %

Rafaelov Family Trust
J.R. TTEE
Brooklyn, NY 11218-2611 24,545 52.47 %

R.C.K.
Brooklyn, NY 11224-4129 4,914 10.50 %

R.G.
Brooklyn, NY 11224-4328 2,352 5.03 %

Class C

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 1,807,208 30.13 %
Name and Address Number of Shares of Class % of Class

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 356,668 5.95 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 456,322 7.61 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 372,914 6.22 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,644,522 27.42 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 567,964 9.47 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,487,737 12.83 %

LPL Financial
Omnibus Customer Accounts
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 929,529 8.01 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 1,255,951 10.83 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,816,973 15.67 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 1,087,723 9.38 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,541,793 13.29 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 937,692 8.08 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 912,180 7.86 %
AB MUNICIPAL INCOME FUND II
AB Arizona Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 587,359 6.33 %

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 1,431,868 15.43 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 889,999 9.59 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 738,914 7.96 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 648,450 6.99 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 931,380 10.04 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,566,664 16.89 %

Class B

TD Ameritrade FBO
Margaret Reese Revocable Living Trust
M.H.R. TR
Tempe, AZ 85284-3135 223 35.78 %

T.W.V.
Mesa, AZ 85213-2420 382 61.29 %

Class C

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 177,674 12.95 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 170,140 12.40 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 118,485 8.64 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 441,267 32.17 %
~~Name and Address of Beneficial Owner ------------------------------------~~ Class B Allmerica Financial Life Insurance & Annuity Company Allmerica Financial Separate Accounts 440 Lincoln Street Mailstop S-310 Worcester, MA 01653-0001 Amount of Ownership 793,026 Percentage of Class 8.11% Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 939,923 Percentage of Class 9.61% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 1,564,105 Percentage of Class 16.00% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 3,598,783 Percentage of Class 36.81% Global Research Growth Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345 Avenue of the Americas New York, NY 10105-0302 Amount of Ownership 10,000 Percentage of Class 100% Class B Alliance Capital Management LP ATTN: Controller 1345 Avenue of the Americas New York, NY 10105-0302 Amount of Ownership 490,000 Percentage of Class 95.95% Growth Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 791,278 Percentage of Class 12.29%
K-116
~~E-2~~
~~Name and Address of Beneficial Owner ------------------------------------~~ AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 4,480,519 Percentage of Class 69.59% Class B Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 699,355 Percentage of Class 8.36% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 934,570 Percentage of Class 11.17% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,770,308 Percentage of Class 33.10% Allstate Life Insurance Company 300 N. Milwaukee Avenue Vernon Hills, IL 60061-1533 Amount of Ownership 3,049,892 Percentage of Class 36.44% Growth and Income Portfolio Class A Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of its Customers 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 Amount of Ownership 1,509,846 Percentage of Class 6.05% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 4,185,134 Percentage of Class 16.76% ING Life Insurance and Annuity Company 151 Farmington Avenue, #TN41 Hartford, CT 06156-0001 Amount of Ownership 4,663,625 Percentage of Class 18.68% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 9,104,940 Percentage of Class 36.47%
AB Massachusetts Portfolio
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 2,155,496 17.17 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 847,258 6.75 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 3,495,031 27.84 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,310,787 10.44 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 683,299 5.44 %

Class B

J.P.O.
W. Springfield, MA 01089-2708 4,552 80.94 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 814 14.47 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 518,472 15.95 %
Name and Address Number of Shares of Class % of Class

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 544,669 16.75 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 186,157 5.73 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 340,356 10.47 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 316,356 9.73 %

Advisor Class

Charles Schwab & Co.
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 263,268 5.62 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 274,820 5.87 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 1,058,765 22.62 %

SEI Private Trust Co.
Attn: Mutual Fund Administrator
1 Freedom Valley Drive
Oaks, PA 19456-9989 1,065,278 22.75 %
~~Name and Address of Beneficial Owner ------------------------------------~~ Class B Travelers Insurance Company 1 Tower Square ATTN: Shareholder Accounting #6MS Hartford, CT 06183-0001 Amount of Ownership 5,633,063 Percentage of Class 6.39% Allmerica Financial Life Insurance and Annuity Company Allmerica Financial Separate Accounts 440 Lincoln Street Mailstop S-310 Worcester, MA 01653-0001 Amount of Ownership 7,230,526 Percentage of Class 8.21% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 7,701,909 Percentage of Class 8.74% GE Life and Annuity Assurance Company 6610 W. Broad Street Richmond, VA 23230-1702 Amount of Ownership 7,836,572 Percentage of Class 8.90% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 8,638,217 Percentage of Class 9.81% Allstate Life Insurance Company 300 N. Milwaukee Avenue Vernon Hills, IL 60061-1533 Amount of Ownership 9,018,638 Percentage of Class 10.24% IDS Life Insurance Corporation 1438 AXP Financial Center Minneapolis, MN 55474-0014 Amount of Ownership 18,961,864 Percentage of Class 21.53% High Yield Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 386,397 Percentage of Class 7.67%
K-118
~~E-3~~
~~Name and Address of Beneficial Owner ------------------------------------~~ AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 4,438,796 Percentage of Class 88.13% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 1,587,726 Percentage of Class 99.96% International Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 342,152 Percentage of Class 9.18% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,913,864 Percentage of Class 78.17% Class B Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 43,317 Percentage of Class 8.13% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 487,739 Percentage of Class 91.51% International Value Portfolio Class A Nationwide Insurance Co. C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Amount of Ownership 580,984 Percentage of Class 19.20% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,196,557 Percentage of Class 72.58%
AB Minnesota Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 350,700 5.85 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,410,343 23.52 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 344,069 5.74 %

RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Omnibus
Attn: Mutual Fund Operations Manager
60 S. 6th St., MSC P08
Minneapolis, MN 55402-4413 357,356 5.96 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 444,833 7.42 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 568,547 9.48 %

Class B

H.M.
Circle Pines, MN 55014-1816 2,976 98.92 %

Class C

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 46,179 6.00 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 41,902 5.45 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 59,293 7.71 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 42,438 5.52 %

RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Omnibus
Attn: Mutual Funds Manager
60 South 6^th Street, MSC P08
Minneapolis, MN 55402-4413
45,073 5.86 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 63,442 8.25 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 103,525 13.46 %

AB New Jersey Portfolio
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 1,193,747 12.44 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 721,848 7.52 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 1,014,139 10.56 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,015,428 10.58 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 848,881 8.84 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,372,214 14.30 %

Class B:

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 13,488 90.04 %

Class C

Charles Schwab & Co., Inc.
Special Custody Acct. for the
Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 73,431 5.34 %

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 119,625 8.70 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 288,095 20.96 %
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 161,880 11.78 %
~~Name and Address of Beneficial Owner ------------------------------------~~ Class B American Enterprise Life Insurance Company 1497 AXP Financial Center Minneapolis, MN 55474-0014 Amount of Ownership 2,381,986 Percentage of Class 7.56% IDS Life Insurance Corporation 1438 AXP Financial Center Minneapolis, MN 55474-0014 Amount of Ownership 23,621,286 Percentage of Class 74.93% Large Cap Growth Portfolio Class A Allmerica Financial Life Insurance & Annuity Company ATTN: Separate Accounts S-310 440 Lincoln Street Worcester, MA 01653-0002 Amount of Ownership 1,290,661 Percentage of Class 5.34% Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 1,575,836 Percentage of Class 6.52% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 5,728,109 Percentage of Class 23.70% Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of its Customers 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 Amount of Ownership 11,900,905 Percentage of Class 49.24% Class B GE Life and Annuity Assurance Company 6610 W. Broad Street Richmond, VA 23230-1702 Amount of Ownership 1,384,354 Percentage of Class 5.69% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 1,485,156 Percentage of Class 6.11%
K-121
~~E-4~~
~~Name and Address of Beneficial Owner ------------------------------------~~ Travelers Insurance Company 1 Tower Square ATTN: Shareholder Accounting #6MS Hartford, CT 06183-0001 Amount of Ownership 1,660,144 Percentage of Class 6.83% Allstate Life Insurance Company 300 N. Milwaukee Avenue Vernon Hills, IL 60061-1533 Amount of Ownership 1,772,292 Percentage of Class 7.29% Travelers Life & Annuity Company 1 Tower Square ATTN: Shareholder Accounting #6MS Hartford, CT 06183-0001 Amount of Ownership 1,977,404 Percentage of Class 8.13% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,919,109 Percentage of Class 12% Allmerica Financial Life Insurance and Annuity Company Allmerica Financial Separate Accounts 440 Lincoln Street Mailstop S-310 Worcester, MA 01653-0001 Amount of Ownership 4,190,116 Percentage of Class 17.23% Money Market Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 3,062,575 Percentage of Class 8.78% Fortis Benefits ATTN: Bruce Fiedler P.O. Box 64284 St. Paul, MN 55164-0284 Amount of Ownership 7,286,860 Percentage of Class 20.89% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 22,747,783 Percentage of Class 65.20%
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 111,424 8.11 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 85,429 6.21 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 343,279 24.97 %

AB Ohio Portfolio
Name and Address Number of Shares of Class % of Class

Class A

JPMorgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 962,143 11.93 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 628,455 7.79 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 746,450 9.26 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 841,293 10.43 %

RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Funds Operations Manager
60 S. 6th Street, MSC P08
Minneapolis, MN 55402-4413 492,618 6.11 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 651,527 8.08 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,002,737 12.44 %

Class B

M.L.G. TOD/DE
Dublin, OH 43016-3274 2,581 99.30 %

Class C

Charles Schwab & Co.
Special Custody Acct. for the
Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 99,405 8.65 %

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 59,562 5.18 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 59,196 5.15 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 92,299 8.03 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 84,040 7.31 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 175,253 15.24 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 88,190 7.67 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 135,327 11.77 %

AB Pennsylvania Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 716,071 9.29 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 468,591 6.08 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 450,182 5.84 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 1,933,250 25.07 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 471,732 6.12 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 386,437 5.01 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 909,321 11.79 %

Class B

A.C.K. TOD
R.A.K.
Subject to STA TOD Rules
Middlesburg, PA 17842 1,632 48.03 %

G.L.S. & M.A.S. JTWROS
Millheim, PA 16854-0368 403 11.86 %

R.C.L.
Mechanicsburg, PA 17055-4084 1,193 35.11 %

Class C

Charles Schwab & Co.
Special Custody Acct. for the
Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 92,880 11.48 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 49,006 6.06 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 67,250 8.31 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 59,925 7.40 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 75,002 9.27 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 274,905 33.97 %

AB Virginia Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
Special Custody Account For the
Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 702,101 5.58 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,126,254 8.95 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 2,113,837 16.79 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,149,075 9.13 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 823,886 6.54 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 787,611 6.26 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,688,190 13.41 %

Class B

C.S.S.
Hutchinson, KS 67501-8825 346 6.43 %

D.D.W.
Richmond, VA 23337-3740 2,323 43.19 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 1,597 29.68 %

T.J.F. & C.A.F.
JTWROS
Chesterfield, VA 23832-3778 906 16.84 %

Class C

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 868,811 27.68 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 345,794 11.02 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Boulevard, 4th Floor
Jersey City, NJ 07310 306,060 9.75 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 427,856 13.63 %
Name and Address Number of Shares of Class % of Class

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 397,008 10.27 %

MLPF&S
For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East
2nd Floor
Jacksonville, FL 32246-6484 561,668 14.52 %

National Financial Services, LLC
For the Exclusive Benefit of our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 306,058 7.91 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 233,297 6.03 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
Special Custody Acct. for the
Exclusive Benefit of Customer
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 753,132 19.47 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 858,487 22.20 %
AB RELATIVE VALUE FUND, INC.
Name and Address
Number of
Shares of Class
% of Class

Class A

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
24,557,986 10.67 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
13,684,341 5.95 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
12,797,732 5.56 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 16,628,343 7.22 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 19,658,094 8.54 %

Class B

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 131,622 6.64 %

Class C

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 805,151 8.26 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,099,340 11.27 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
904,708 9.28 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
922,750 9.46 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,208,290 12.39 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2502 628,854 6.45 %

Raymond James
Omnibus for Mutual Funds
House Acct Firm 92500015
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716-1102 553,625 5.68 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
761,850 7.81 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 688,910 7.07 %

Advisor Class

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
5,072,941 16.24 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
5,788,275 18.53 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
2,352,859 7.53 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2502 2,476,602 7.93 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
2,024,943 6.48 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 2,340,065 7.49 %

Class R

Ascensus Trust Co FBO
The Seabrook of Hilton Head
Retirement Plan #208897
PO Box 10758
Fargo ND 58106-0758 78,444 5.93 %

Mid Atlantic Trust Co FBO
Expolanka USA LLC 401K Profit
1251 Waterfront Place, Suite 525
Pittsburgh PA 15222-4228 133,944 10.13 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
234,536 17.74 %

State Street Bank and Trust as TTEE
and/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 168,539 12.75 %

Class K

Great-West Trust Company LLC FBO Employee Benefits Clients 401K
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 251,195 6.42 %

Great-West Trust Company LLC TTEE C
Minnesota Surgical Associates
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 213,888 5.47 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310 2,141,616 54.76 %

Voya Institutional Trust Company
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 462,682 11.83 %
Name and Address Number of Shares of Class % of Class

Class I

John Hancock Trust Company LLC
FBO Ohio Education Association
Defined Contribution Plan
690 Canton St., Suite 100
Westwood, MA 02090-2324 278,640 5.68 %

Matrix Trust Company as Agent for Newport Trust Company
RG Johnson Co., Inc., 401(k)
35 Iron Point Circle, Suite. 300
Folsom, CA 95630-8589 252,645 5.15 %

National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310 1,103,911 22.50 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,770,507 36.08 %

Class Z

AB MMSRetirement Vintage 2020
1345 Avenue of the Americas
New York, NY 10105-0302 513,184 6.10 %

AB MMSRetirement Vintage 2025
1345 Avenue of the Americas
New York, NY 10105-0302 1,008,102 11.98 %

AB MMSRetirement Vintage 2030
1345 Avenue of the Americas
New York, NY 10105-0302 1,236,547 14.69 %

AB MMSRetirement Vintage 2035
1345 Avenue of the Americas
New York, NY 10105-0302 1,185,191 14.08 %

AB MMSRetirement Vintage 2040
1345 Avenue of the Americas
New York, NY 10105-0302 849,113 10.09 %

AB MMSRetirement Vintage 2045
1345 Avenue of the Americas
New York, NY 10105-0302 761,834 9.05 %
~~Name and Address of Beneficial Owner ------------------------------------~~ Class B American International Life Insurance Company of New York ATTN: Ed Bacon 600 North King Street Wilmington, DE 19801-3708 Amount of Ownership 2,245,521 Percentage of Class 9.57% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 6,902,755 Percentage of Class 29.40% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 14,047,620 Percentage of Class 59.84% Real Estate Investment Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 265,484 Percentage of Class 7.08% Great West Life & Annuity Insurance Company FBO Schwab Annuities 8515 E. Orchard Road ATTN: Investment Div. 2T2 Englewood, CO 80111-5002 Amount of Ownership 773,335 Percentage of Class 20.61% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,475,233 Percentage of Class 65.97% Class B Guardian Insurance & Annuity Company, Inc. 3900 Burgess Place Bethlehem, PA 18017-9097 Amount of Ownership 255,246 Percentage of Class 20.95%
K-132
~~E-5~~
~~Name and Address of Beneficial Owner ------------------------------------~~ Guardian Insurance & Annuity Company, Inc. 3900 Burgess Place Bethlehem, PA 18017-9097 Amount of Ownership 408,442 Percentage of Class 33.52% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 553,543 Percentage of Class 45.42% Small Cap Growth Portfolio Class A ING Life Insurance and Annuity Company 151 Farmington Avenue, # TN41 Hartford, CT 06156-0001 Amount of Ownership 365,045 Percentage of Class 7.73% American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 434,960 Percentage of Class 9.21% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 3,582,728 Percentage of Class 75.84% Class B Sun Life Financial Futurity Retirement Products & Services P.O. Box 9134 Wellesley Hills, MA 02481-9134 Amount of Ownership 262,062 Percentage of Class 12.82% GE Life and Annuity Assurance Company 6610 W. Broad Street Richmond, VA 23230-1702 Amount of Ownership 787,622 Percentage of Class 38.53% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 965,570 Percentage of Class 47.23%
~~Name and Address of Beneficial Owner ------------------------------------~~ Small/Mid Cap Value Portfolio Class A Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 2,900,910 Percentage of Class 38.35% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 3,525,537 Percentage of Class 46.60% Class B Nationwide Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Amount of Ownership 823,458 Percentage of Class 8.14% Allmerica Financial Life Insurance and Annuity Company Allmerica Financial Separate Accounts 440 Lincoln Street Mailstop S-310 Worcester, MA 01653-0001 Amount of Ownership 1,288,363 Percentage of Class 12.73% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 1,505,533 Percentage of Class 14.88% Allstate Life Insurance Company 300 N. Milwaukee Avenue Vernon Hills, IL 60061-1533 Amount of Ownership 2,181,473 Percentage of Class 21.56% Lincoln Life Variable Annuity 1300 S. Clinton Street Ft. Wayne, IN 46802-3518 Amount of Ownership 2,834,573 Percentage of Class 28.01% Total Return Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 622,396 Percentage of Class 6.39%
~~E-6~~
~~Name and Address of Beneficial Owner ------------------------------------~~ AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 8,550,186 Percentage of Class 87.74% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 2,315,048 Percentage of Class 92.54% Utility Income Portfolio Class A Great West Life & Annuity Insurance Company FBO Schwab Annuities 8515 E. Orchard Road ATTN: Investment Div. 2T2 Englewood, CO 80111-5002 Amount of Ownership 203,153 Percentage of Class 6.67% American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 208,008 Percentage of Class 6.83% Great West Life & Annuity Insurance Company 8515 E. Orchard Road Greenwood Village, CO 80111-5002 Amount of Ownership 252,849 Percentage of Class 8.30% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 2,271,982 Percentage of Class 74.60% Class B Allstate Life Insurance Company 300 N. Milwaukee Avenue Vernon Hills, IL 60061-1533 Amount of Ownership 50,847 Percentage of Class 12.62%
~~Name and Address of Beneficial Owner ------------------------------------~~ Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 348,398 Percentage of Class 86.46% U.S. Government/High Grade Securities Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 795,852 Percentage of Class 10.24% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 6,568,020 Percentage of Class 84.48% Class B AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 257,274 Percentage of Class 11.65% American Enterprise Life Insurance Company Minneapolis, MN 55474-0001 Amount of Ownership 328,923 Percentage of Class 14.89% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 1,600,416 Percentage of Class 72.45% U.S. Large Cap Blended Style Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345 Avenue of the Americas New York, NY 10105-0302 Amount of Ownership 100,591 Percentage of Class 100% Class B AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 202,681 Percentage of Class 15.91%
~~E-7~~
~~Name and Address of Beneficial Owner ------------------------------------~~ Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 1,068,042 Percentage of Class 83.82% Value Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345 Avenue of the Americas New York, NY 10105-0302 Amount of Ownership 466 Percentage of Class 10.15% Merrill Lynch, Pierce, Fenner & Smith, Inc. For the Sole Benefit of its Customers 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 Amount of Ownership 4,121 Percentage of Class 89.85% Class B Hartford Life and Annuity 200 Hopmedow Street P.O. Box 2999 Hartford, CT 06104-2999 Amount of Ownership 797,277 Percentage of Class 5.86% ING USA Annuity and Life Insurance Company 1475 Dunwoody Dr. West Chester, PA 19380-1478 Amount of Ownership 883,763 Percentage of Class 6.49% Allmerica Financial Life Insurance and Annuity Company Allmerica Financial Separate Accounts 440 Lincoln Street Mailstop S-310 Worcester, MA 01653-0001 Amount of Ownership 1,075,262 Percentage of Class 7.90% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 2,338,174 Percentage of Class 17.17% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 6,032,418 Percentage of Class 44.31%
~~Name and Address of Beneficial Owner ------------------------------------~~ Wealth Appreciation Strategy Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345 Avenue of the Americas New York, NY 10105-0302 Amount of Ownership 554,644 Percentage of Class 100% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 2,034,138 Percentage of Class 99.39% Worldwide Privatization Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 2727 A-Allen Parkway Houston, TX 77019-2115 Amount of Ownership 231,182 Percentage of Class 11.13% AIG Life Insurance Company ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 1,605,200 Percentage of Class 77.28% Class B Keyport Life Insurance ATTN: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-9133 Amount of Ownership 238,726 Percentage of Class 25.06% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 239,454 Percentage of Class 25.14% Sun Life Financial Futurity Retirement Products & Services P.O. Box 9134 Wellesley Hills, MA 02481-9134 Amount of Ownership 418,215 Percentage of Class 43.90%
~~E-8~~ ~~ALLIANCEBERNSTEIN~~
AB SUSTAINABLE GLOBAL THEMATIC FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 523,369 9.98 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 400,825 7.64 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 294,464 5.62 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 346,930 6.62 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 440,974 8.41 %

Class C

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 12,845 5.17 %

Charles Schwab & Co.
Special Custody Acct For Benefit of Customers
Attention Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 16,415 6.60 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 14,161 5.70 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 25,264 10.16 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 41,054 16.52 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 30,552 12.29 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 23,064 9.28 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 14,117 5.68 %

Advisor Class

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 171,827 7.34 %

Class R

Ascensus Trust Company FBO
Asani Solutions 401(K) Plan
P.O. Box 10758
Fargo, ND 58106-0758 2,154 7.54 %

Ascensus Trust Company FBO
Cyber Security 401(K) Plan
P.O. Box 10758
Fargo, ND 58106-0758 2,009 7.04 %

State Street Bank and Trust as TTEE and/or
Cust FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 4,967 17.40 %
Name and Address Number of Shares of Class % of Class

State Street Bank and Trust
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
1 Lincoln Street
Boston, MA 02111-2900 2,471 8.65 %

S.F. and R.G. TTEES
INRAD Inc. 401K
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 2,841 9.95 %

Class K

Great-West Trust Company, LLC TTEE
FBO: Eggland's Best 401K PSP
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,417 6.22 %

Great-West Trust Company, LLC TTEE
Cust. Eric J. Smith Architects
401K Plan PSP
c/o Mutual Fund Trading
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,329 5.84 %

Great-West Trust Company, LLC TTEE
FBO Lam Design Associates Inc.
Profit Sharing Trust
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 3,589 15.76 %

Mid Atlantic Trust Co FBO
Pacific Systems Group Inc. 401K PR
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,195 5.25 %

Mid Atlantic Trust Co FBO
Seidner & Co. Inc. 401K PSP & Trust
1251 Waterfront Pl., Ste. 525
Pittsburgh, PA 15222-4228 1,427 6.27 %

State Street Bank and Trust as TTEE
and/or Cust FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2900 2,596 11.40 %

Structural Associates Inc. TTEE FBO
Structural Associates Inc. 401K
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,347 5.91 %
Name and Address Number of Shares of Class % of Class

Class I

Great-West Trust Company, LLC FBO
Employee Benefits Clients 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,887 11.59 %

John Hancock Life Insurance Company (USA)
Attn: RPS Trading OPS ST6
601 Congress Street
Boston, MA 02210-2805 2,400 14.74 %

State Street Bank and Trust Co. FBO
Various Retirement Plans
Transamerica Retirement Solutions
Harrison, NY 10528 895 5.50 %

TD Ameritrade FBO
PO Box 17748
Denver, CO 80217-0748 4,782 29.37 %

TD Ameritrade FBO
Voya Institutional Trust Co. as Custodian
PSP for Emp. of AllianceBernstein L.P.
FBO Benjamin Ruegsegger
749 Polo Road
Bryn Mawr, PA 19010-3825 1,714 10.53 %

TD Ameritrade FBO
Voya Institutional Trust Co. as Custodian
PSP for Emp. of AllianceBernstein L.P.
FBO Daniel C. Roarty
1115 Red Rose Lane
Villanova, PA 19085-2120 1,393 8.55 %

AB SUSTAINABLE INTERNATIONAL THEMATIC FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
1,160,291 10.53 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 1,009,752 9.17 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
696,988 6.33 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 665,093 6.04 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 623,213 5.66 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 737,435 6.69 %

Class C

Charles Schwab & Co.
Special Custody Account
For the Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-4151 37,348 7.42 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 41,912 8.33 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 45,153 8.97 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 52,888 10.51 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 80,975 16.09 %

Raymond James
Omnibus for Mutual Funds
House Acct Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 39,041 7.76 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 35,987 7.15 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 212,155 8.86 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 202,592 8.46 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 365,022 15.24 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 338,696 14.14 %

Class R

American United Life Cust. FBO
American United Trust
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 29,928 6.06 %

Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 173,923 35.22 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484 95,012 19.24 %

Reliance Trust Company Custodian
FBO MassMutual Omnibus PPL
P.O. Box 28004
Atlanta, GA 30358-004 31,567 6.39 %
Name and Address Number of Shares of Class % of Class

Class K

Ascensus Trust Company
FBO International Integrated Solutions
401(K) Profit Sharing Plan & Trust
P.O. Box 10758
Fargo, ND 58106-0758 44,822 11.65 %

Ascensus Trust Company
FBO Stepbrand Enterprises
401(K) PS Plan & Trust
P.O. Box 10758
Fargo, ND 58106-0758 24,198 6.29 %

Great-West Trust Company, LLC TTEE C
Digestive Healthcare of Georgia PC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 34,500 8.96 %

Great-West Trust Company, LLC TTEE
FBO Eye Associates of Tallahassee
PA Profit Sharing 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 39,379 10.23 %

Great-West Trust Company, LLC TTEE
FBO Hamilton Cardiology Associates P.A. 401K Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 27,304 7.09 %

Lincoln Retirement Services Company, LLC
FBO Texas A&M
P.O. Box 7876
Fort Wayne, IN 46801-7876 21,103 5.48 %

Lincoln Retirement Services Company, LLC
FBO University of Texas ORP
P.O. Box 7876
Fort Wayne, IN 46801-7876 21,202 5.51 %

Class I

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 29,175 27.43 %

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 24,258 22.81 %

Sanford Bernstein & Co. LLC
1 N. Lexington Avenue
White Plains, NY 10601-1712 23,004 21.63 %
Name and Address Number of Shares of Class % of Class

T. Rowe Price Retirement Plan Services
Retirement Plan Clients
4515 Painters Mill Road
Owings Mills, MD 21117-4903 13,726 12.91 %

TD Ameritrade FBO
Voya Institutional Trust Co. as Custodian
PSP for Emp. of AllianceBernstein L.P.
FBO D.C.R.
Villanova, PA 19085-2120 6,182 5.81 %

AB TRUST
AB Discovery Value Fund
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,675,188 8.19 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
2,356,465 11.52 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,298,507 6.35 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 1,175,212 5.75 %

Class B

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
10,379 11.37 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 5,462 5.98 %
Name and Address Number of Shares of Class % of Class

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 337,956 9.95 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484 947,210 27.89 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311 286,590 8.44 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310 365,778 10.77 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 251,905 7.42 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 176,289 5.19 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 431,276 12.70 %

Advisor Class

MAC & Co.
c/o The Bank of New York Mellon
500 Grant Street
Rm. 151-1010
Pittsburgh, PA 15219-2502 3,467,287 5.04 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310 12,904,935 18.78 %
Name and Address Number of Shares of Class % of Class

Class R

Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,217,397 32.71 %

State Street Bank and Trust as TTEE And/or Cust. FBO ADP Access Product
1 Lincoln Street
Boston, MA 02111-2901 514,638 13.83 %

Voya Retirement Insurance and Annuity Co.
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 242,416 6.51 %

Class K

Nationwide Life Insurance Company
FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 227,458 13.62 %

Nationwide Life Insurance Company
QPVA
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 99,837 5.98 %

Class I

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,601,184 14.01 %

FIIOC as Agent for Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 880,538 7.71 %

Matrix Trust Company as Cust. FBO
Paul Hastings LLP Defined Contrib.
P.O. Box 52129
Phoenix, AZ 85072-2129 1,237,419 10.83 %

MG Trust Company Cust. FBO
United of Omaha for Various Ret. Pla.
717 17^th Street, Suite 1300
Denver, CO 80202-3304 802,605 7.02 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
715,149 6.26 %

PIMS/Prudential Ret. Plan
Nominee Trustee Custodian
105 Toll Bros. 401(k) Savings Plan
250 Gibraltar Rd.
Horsham, PA 19044-2323 1,186,754 10.39 %

Voya Institutional Trust Company
Qualified Plan
1 Orange Way, #B3N
Windsor, CT 06095-4773 3,154,055 27.60 %

Class Z

AB Wealth Appreciation Strategy
APPVM
1345 Avenue of the Americas
New York, NY 10105-0302 1,452,184 5.12 %

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,900,150 6.70 %

FIIOC As Agent For Certain Employee Benefits Plans
100 Magellan Way KWIC
Covington, KY 41015-1987 13,254,057 46.75 %
AB International Value Fund
Name and Address Number of Shares of Class % of Class

Class A

Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 628,188 6.16 %

MLPF&S for the Sole Benefit of Its
Customers
Attn: Fund Admin
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
957,728 9.39 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
759,091 7.44 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
1,003,198 9.83 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 588,946 5.77 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 558,305 5.47 %

Class B

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
4,902 10.36 %

Class C

Charles Schwab & Co.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 47,898 5.91 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 74,614 9.20 %

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
186,708 23.03 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
85,169 10.51 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
111,855 13.80 %
Name and Address Number of Shares of Class % of Class

UBS WM USA
Omni Account M/F
Attn: Dept. Manager
1000 Harbor Blvd., 5^th Floor
Weehawken, NJ 07086-6761
53,820 6.64 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 43,966 5.42 %

Advisor Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
276,852 7.39 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
366,022 9.77 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 308,914 8.25 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1785 316,008 8.44 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd 5^th Floor
Weehawken, NJ 07086-6761
722,689 19.30 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 322,256 8.60 %

Class R

Hartford Life Insurance Company
Separate Account 401
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 504,369 46.61 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
129,660 11.98 %

Reliance Trust Co. Custodian
FBO MassMutual Omnibus PPL
P.O. Box 28004
Atlanta, GA 30358-0004 148,703 13.74 %

Class K

Great-West Trust Company LLC TTEE C
Minnesota Surgical Associates
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 80,544 9.52 %

Matrix Trust Company as Trustee FBO
EPlan Services Group Trust
C/O Mutual Funds
P.O. Box 52129
Phoenix, AZ 85072-2129 93,950 11.11 %

Nationwide Trust Company FSB
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 144,808 17.12 %

Class I

VRSCO
FBO AIGFSB Custodian Trustee FBO
Kelsey-Seybold Health System 401K
2727-A Allen Parkway 4-D1
Houston, TX 77019-2107 359,409 57.93 %
AB Value Fund
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 218,861 6.48 %

MLPF&S for the Sole Benefit
of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
477,126 14.12 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
255,205 7.55 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
170,646 5.05 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 225,873 6.68 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 233,812 6.92 %

Class B

Ascensus Trust Company
C/F M.E. Roth Conversion
Durham, NC 27701-1536 2,347 5.47 %

Charles Schwab & Co.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 6,325 14.73 %

J.M.D. Cust.
FBO D.D. Jr.
Under-NY UTMA
Farmingdale, NY 11735-1913 2,370 5.52 %

P.S. TOD/DE
Whitestone, NY 11357-1720 2,564 5.97 %

Class C

Capital Bank & Trust Company TTEE F
ESS Retirement Savings Plan 401K
c/o Fascore LLC
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 14,182 6.54 %

Charles Schwab & Co.
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 13,907 6.41 %
Name and Address Number of Shares of Class % of Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 16,335 7.53 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2^nd Floor
Jacksonville, FL 32246-6484
24,615 11.35 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
35,851 16.54 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 14,949 6.90 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 15,681 7.32 %

Class R

American United Life Cust.
FBO American United Trust
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 5,171 9.24 %

Matrix Trust Company Cust. FBO
Alliant Integrators, Inc.
717 17^th Street, Suite 1300
Denver, CO 80202-3304
3,531 6.31 %

Matrix Trust Company Cust. FBO
Pimlico, LLC
717 17^th Street, Suite 1300
Denver, CO 80202-3304
2,993 5.35 %

Matrix Trust Company Cust. FBO
Stooss USA, Inc.
717 17^th Street, Suite 1300
Denver, CO 80202-3304
6,370 11.38 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East. 2^nd Floor
Jacksonville, FL 32246-6484
15,846 28.31 %
Name and Address Number of Shares of Class % of Class

Class K

Ascensus Trust Company FBO
Stepbrand Enterprises
401(k) Profit Sharing Plan and Trust
P.O. Box 10758
Fargo, ND 58106-0758 37,970 6.62 %

Great-West Trust Company LLC TTEE
FBO Philadelphia Eye Associates Ltd. 401(K) Profit Sharing Plan
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 29,095 5.07 %

Great-West Trust Company LLC TTEE C
Cranemere LLC 401K
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 34,658 6.04 %

Great-West Trust Company LLC TTEE C
Crystal Steel 401K Savings Plan
8515 E. Orchard Road, 2T2
Greenwood Village, CO 80111-5002 30,043 5.24 %

Class I

A.F.G., B.L.J.
or D.T. TTEES
Cadaret, Grant 401K/PSP
110 W Fayette Street 5^th Floor
Syracuse, NY 13202-1324
76,860 43.32 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr., East. 2^nd Floor
Jacksonville, FL 32246-6484
99,545 56.11 %
AB UNCONSTRAINED BOND FUND, INC.
Name and Address Number of Shares of Class % of Class

Class A

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 291,754 7.93 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 1,038,339 28.22 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 349,514 9.50 %
Name and Address Number of Shares of Class % of Class

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 232,608 6.32 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523 261,823 7.11 %

Class B

Charles Schwab & Co., Inc.
Special Custody Account FBO Customers
Attn: Mutual Funds Operations
211 Main Street
San Francisco, CA 94105-1905 993 6.94 %

Ascensus Trust Company
C/F D.A. SEP IRA
Ridgefield Park, NJ 07660-1557 1,816 12.69 %

Ascensus Trust Company
Fredericktown Veterinary Clinic
R.A.L.
Danville, OH 43014-9502 1,060 7.41 %

Ascensus Trust Company
Phoenix Boys Choir
G.W.S.
Phoenix, AZ 85014-1056 2,732 19.08 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 742 5.19 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 2,040 14.25 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 3,608 25.20 %

Class C

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484 204,116 15.97 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3rd Floor
Jersey City, NJ 07311 147,241 11.52 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 350,897 27.45 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 119,497 9.35 %

Raymond James
Omnibus for Mutual Funds
House Account Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 134,655 10.53 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
126,931 9.93 %
Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 1,616,217 6.17 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310-1995 2,532,661 9.66 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,540,620 5.88 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., 5th Floor
Weehawken, NJ 07086-6761 2,034,058 7.76 %
Name and Address Number of Shares of Class % of Class

Class R

Matrix Trust Company Cust. FBO
Miscor Group 401(K) Plan & Trust
717 17th Street, Suite 1300
Denver, CO 80202-3304 81,083 60.51 %

Minnesota Life Insurance Company
400 Robert Street N., Ste. A
Saint Paul, MN 55101-2099 27,493 20.52 %

Structura Inc. Trustee FBO
Structura Inc. 401K Plan
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 7,036 5.25 %

Class K

Great-West Trust Company LLC TTEE C
Stoner, Albright & Company Retirement Plan
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 17,665 53.85 %

Great-West Trust Co. LLC TTEE
FBO Associated Specialist in Nephrology and Hypertension LLC 401K PSP
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 7,347 22.40 %

Mid Atlantic Trust Company FBO
B C Flynn Contracting Corp 401K P
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 1,751 5.34 %

Mid Atlantic Trust Company FBO
Roadside Development LLC 401(K) PRO
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 3,356 10.23 %

Class I

National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310-1995 3,512,891 79.61 %

Sanford Bernstein & Co. LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712
893,489 20.25 %
Class Z

AB MMSRetirement Vintage 2015
1345 Avenue of the Americas
New York, NY 10105-0302 104,192 6.73 %
Name and Address Number of Shares of Class % of Class

AB MMSRetirement Vintage 2020
1345 Avenue of the Americas
New York, NY 10105-0302 239,266 15.45 %

AB MMSRetirement Vintage 2025
1345 Avenue of the Americas
New York, NY 10105-0302 351,114 22.68 %

AB MMSRetirement Vintage 2030
1345 Avenue of the Americas
New York, NY 10105-0302 143,302 9.25 %

AB Multi-Manager Retirement 2020 CIT
1345 Avenue of the Americas
New York, NY 10105-0302 121,524 7.85 %

AB Multi-Manager Retirement 2025 CIT
1345 Avenue of the Americas
New York, NY 10105-0302 177,809 11.48 %

AB Multi-Manager Retirement 2030 CIT
1345 Avenue of the Americas
New York, NY 10105-0302 185,219 11.96 %

AB VARIABLE PRODUCTS SERIES FUND, INC. ~~Americas Government~~
AB Balanced Wealth Strategy Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 2,099,590 89.84 %

The United States Life Insurance
Company in the City of New York
Attn: Chris Beauman
2727A Allen Parkway, MS 4-D1
Houston, TX 77019-2116 129,884 5.56 %

Class B

Delaware Life Insurance Company
Variable Account F
1601 Trapelo Road, Suite 30
Waltham, MA 02451-7360 3,791,670 17.64 %
Name and Address Number of Shares of Class % of Class

GE Life and Annuity
Assurance Company
6610 W. Broad Street
Building 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 1,308,291 6.09 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 1,605,769 7.47 %

Talcott Resolution Life and
Annuity Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 2,744,790 12.77 %

Talcott Resolution Life Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 1,284,174 5.97 %

Transamerica Life Insurance Co.
Separate Account VA B
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 8,224,458 38.25 %
AB Dynamic Asset Allocation Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Nationwide Life Insurance Co.
NWVAII
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 4,148 14.38 %

Nationwide Life Insurance Co.
NWVLI4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 2,003 6.94 %

Nationwide Life Insurance Co.
NWVLI7
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 11,114 38.52 %

Nationwide Life & Annuity Insurance Co.
NWVL-G
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 11,576 40.12 %
Name and Address Number of Shares of Class % of Class

Class B

Delaware Life Insurance Company
Variable Account F
1601 Trapelo Road, Suite 30
Waltham, MA 02451-7360 6,635,197 14.47 %

Minnesota Mutual Life
Mail Station A6-4105
400 Robert Street N
Saint Paul, MN 55101-2099 13,280,326 28.96 %

Ohio National Life Insurance Co.
FBO Its Separate Accounts
One Financial Way
Attn: Cathy Gehr, Mail Code 56
Cincinnati, OH 45242-5800 22,028,445 48.04 %

AB Global Thematic Growth Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 275,677 21.02 %

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 505,100 38.52 %

Transamerica Advisors Life Insurance Company
Merrill Lynch Life Variable Annuity Separate Account A
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 245,935 18.76 %

Transamerica Financial Life Insurance Company
ML of New York Variable Annuity Separate Account A
4333 Edgewood Road NE, MSC 4410
Cedar Rapids, IA 52499-3830 74,198 5.66 %

Class B

IDS Life Insurance Co.
707 2nd Avenue SO
Route H19/5889
Minneapolis, MN 55402-2405 265,007 7.76 %
Name and Address Number of Shares of Class % of Class

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 1,974,011 57.79 %
AB Growth Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 427,856 48.30 %

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 53,091 5.99 %

Great-West Life & Annuity Insurance Company
FBO Schwab Annuities
8515 E. Orchard Road
Greenwood Village, CO 80111-5002 102,956 11.62 %

Great-West Life & Annuity
FBO Schwab Annuities Advisor Choice
8515 E. Orchard Road 2T2
Greenwood Village, CO 80111-5002 84,759 9.57 %

Great-West Life & Annuity
FBO Schwab Annuities One Source CHO
8515 E. Orchard Road 2T2
Greenwood Village, CO 80111-5002 49,553 5.59 %

The United States Life Insurance
Company in the City of New York
Attn: Chris Beauman
2727A Allen Parkway, MS 4-D1
Houston, TX 77019-2116 75,658 8.54 %

Class B

Allstate Life Insurance Company
3100 Sanders Road, #N4A
Northbrook, IL 60062-7156 404,129 37.00 %

American General Life
Insurance Company of Delaware
Attn: Ed Bacon
2727A Allen Parkway, #4D1
Houston, TX 77019-2107 302,456 27.69 %
Name and Address Number of Shares of Class % of Class

Lincoln Life and Annuity Company of New York
Separate Acct L
1300 South Clinton Street
Fort Wayne, IN 46802-3518 59,597 5.46 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 186,293 17.06 %
AB Growth and Income Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway MS Life 4-D1
Houston, TX 77019-2107 1,030,759 23.33 %

Jefferson National Life Insurance Company
Attn: Separate Accounts
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223-6175 362,918 8.21 %

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 915,377 20.72 %

Nationwide Life Insurance Company
NWVL14
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 689,900 15.62 %

Class B

GE Life and Annuity
Assurance Company
6610 W. Broad Street
Building 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 1,437,806 5.49 %

Guardian Insurance &
Annuity Co., Inc.
Attn: James Nemeth
3900 Burgess Place
Retirement Solutions FM&C NRO
Bethlehem, PA 18017-9097 4,475,946 17.09 %
Name and Address Number of Shares of Class % of Class

Guardian Insurance &
Annuity Co., Inc.
Attn: James Nemeth
3900 Burgess Place
Retirement Solutions FM&C NRO
Bethlehem, PA 18017-9097 2,286,773 8.73 %

IDS Life Insurance Corp.
707 2^nd Ave. SO
Route H19/5889
Minneapolis, MN 55402-2405
4,337,681 16.57 %

Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Road, NE MS
4410
Cedar Rapids, IA 52499-0001 7,183,974 27.44 %
AB Intermediate Bond Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 2,717,322 79.59 %

The United States Life Insurance
Company in the City of New York
Attn: Chris Beauman
2727A Allen Parkway, MS 4D-1
Houston, TX 77019-2116 286,399 8.39 %

Class B

Allmerica Financial Life
Insurance & Annuity Company
One Security Benefit Place
Topeka, KS 66636-1000 113,812 8.63 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4-DI
Houston, TX 77019 919,163 69.71 %

Talcott Resolution Life Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 148,634 11.27 %

K-158
AB International Growth Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 574,943 48.26 %

Great-West Life & Annuity
FBO Variable Annuity 1 Oncesource
8515 E. Orchard Road, #2T2
Greenwood Village, CO 80111-5002 288,945 24.25 %

Great-West Life & Annuity
FBO Variable Annuity 1 Select
8515 E. Orchard Road, #2T2
Greenwood Village, CO 80111-5002 91,296 7.66 %

Class B

AXA Equitable Life Separate Account-70
1290 Avenue of the Americas
11th Floor
New York, NY 10104-1472 395,762 25.31 %

Delaware Life Insurance Company
Variable Account F
1601 Trapelo Road, Suite 30
Waltham, MA 02451-7360 323,785 20.71 %

Hartford Life & Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 141,409 9.04 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 179,010 11.45 %

Talcott Resolution Life and
Annuity Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 242,881 15.53 %

Talcott Resolution Life Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 101,482 6.49 %
K-159
AB International Value Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 314,414 6.75 %

AUL American Individual Variable
Annuity Unit Trust 1
Separate Accounts Administration
P.O. Box 368
Indianapolis, IN 46206-0368 1,189,030 25.53 %

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 1,011,773 21.72 %

Nationwide Life Insurance Company
NWPP
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 382,184 8.21 %

Nationwide Life Insurance Company
NWVLI4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 405,573 8.71 %

Class B

Delaware Life Insurance Company
Variable Account F
1601 Trapelo Road, Suite 30
Waltham, MA 02451-7360 2,055,682 8.03 %

GE Life and Annuity
Assurance Company
6610 W. Broad Street
Building 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 2,566,771 10.03 %

IDS Life Insurance Corp.
707 2nd Ave. SO
Route H19/5889
Minneapolis, MN 55402-2405 10,773,967 42.10 %

Talcott Resolution Life and
Annuity Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 4,020,995 15.71 %
Name and Address Number of Shares of Class % of Class

Talcott Resolution Life Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 2,132,283 8.33 %
AB Large Cap Growth ~~Income~~ Portfolio ~~Portfolio Balanced Wealth Strategy Money Market Portfolio Portfolio~~
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 530,018 15.33 %

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 262,153 7.58 %

Transamerica Advisors Life Insurance Company
Merrill Lynch Life Variable Annuity Separate Account A
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 1,486,492 43.00 %

Transamerica Advisors Life Insurance Company
Merrill Lynch Variable Life Separate Account
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 248,905 7.20 %

Transamerica Advisors Life Insurance Company
Merrill Lynch Variable Life Separate Account II
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 279,022 8.07 %

Class B

Allstate Life Insurance Company
3100 Sanders Road, #N4A
Northbrook, IL 60062-7156 259,875 6.42 %

American General Life Insurance Company of Delaware
Attn: Ed Bacon
2727A Allen Parkway, #4D1
Houston, TX 77019-2107 332,806 8.22 %

GE Life and Annuity
Assurance Company
6610 W. Broad Street
Building 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 433,053 10.69 %
Name and Address Number of Shares of Class % of Class

IDS Life Insurance Company
707 2nd Ave. SO
Route H19/5889
Minneapolis, MN 55402-2405 1,428,375 35.28 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 223,379 5.52 %

Transamerica Life Insurance Company
Separate Account VA B
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 549,561 13.57 %
AB Real Estate Investment ~~Global Bond~~ Portfolio ~~Portfolio Global Dollar Government~~
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 714,366 21.10 %

Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
Attn: Investment Div.
8515 E. Orchard Road, #2T2
Englewood, CO 80111-5002 1,712,744 50.58 %

Nationwide Life Insurance Company
NWPP
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 437,872 12.93 %

Class B

AXA Equitable Life Separate Account-70
1290 Avenue of the Americas
11th Floor
New York, NY 10104-1472 634,107 31.24 %

Guardian Insurance & Annuity Co. Inc.
3900 Burgess Place
Bethlehem, PA 18017-9097 117,602 5.79 %

Guardian Insurance & Annuity Co. Inc.
3900 Burgess Place
Bethlehem, PA 18017-9097 342,222 16.86 %
Name and Address Number of Shares of Class % of Class

Hartford Life & Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 146,057 7.20 %

Midland National Life Insurance Co.
Attn: Product Valuation SE2
5801 SW 6th Avenue
Topeka, KS 66636-1001 274,075 13.50 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 313,045 15.42 %
AB Small Cap Growth Portfolio ~~Portfolio Global Research Growth Small/Mid~~
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 705,755 52.55 %

Principal Life Insurance Co. Cust. FBO Principal Executive Variable Universal Life II
Attn: Individual Life Accounting
711 High Street
Des Moines, IA 50392-0001 67,470 5.02 %

Principal Life Insurance Co.
Cust. FBO Principal Investment Plus Variable Annuity
Attn: Individual Life Accounting
711 High Street
Des Moines, IA 50392-0001 268,225 19.97 %

Class B

GE Life and Annuity
Assurance Company
6610 W. Broad Street
Building 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 883,491 36.64 %

Ohio National Life Insurance Co.
FBO Its Separate Accounts
One Financial Way
Attn: Cathy Gehr, Mail Code 56
Cincinnati, OH 45242-5800 1,044,165 43.31 %
Name and Address Number of Shares of Class % of Class

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 288,250 11.96 %
AB Small-Mid Cap Value Portfolio
Name and Address Number of Shares of Class % of Class

Class A

American General Life
Insurance Company of Delaware
Attn: Patrick Booker
2727A Allen Parkway, MS Life 4-D1
Houston, TX 77019-2107 645,662 6.30 %

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 5,571,740 54.35 %

Nationwide Life Insurance Company
NWVLI4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 958,323 9.35 %

New York Life Insurance and Annuity Corporation
30 Hudson Street
Jersey City, NJ 07302-4600 757,731 7.39 %

Class B

Hartford Life & Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,108,095 5.32 %

Lincoln Life Variable Annuity
Account N - 6 HO2 Fund Accounting
1300 S. Clinton Street
Fort Wayne, IN 46802-3506 9,574,018 45.93 %

Nationwide Life Insurance Company
NWVA2
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 5,021,806 24.09 %

Talcott Resolution Life and
Annuity Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 1,201,799 5.77 %
K-164
AB Value Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Transamerica Advisors Life Insurance Company
Merrill Lynch Life Variable Annuity Separate Account A
4333 Edgewood Road NE, MS 4410
Cedar Rapids, IA 52499-0001 59,441 90.94 %

Class B

American General Life
Insurance Company of Delaware
Attn: Ed Bacon
2727A Allen Parkway, #4D1
Houston, TX 77019-2107 603,694 15.97 %

SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity Accounting
2727A Allen Parkway, 4 DI
Houston, TX 77019 436,859 11.56 %

Talcott Resolution Life and
Annuity Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 1,546,165 40.91 %

Talcott Resolution Life Insurance Company
P.O. Box 5051
Hartford, CT 06102-5051 918,365 24.30 %
AB Global ~~Technology~~Risk Allocation – Moderate Portfolio
Name and Address Number of Shares of Class % of Class

Class A

AllianceBernstein L.P.
Attn: Brett Mather-Seed Account
1 N. Lexington Avenue
White Plains, NY 10601-1712 1,100 100.00 %

Class B

Ohio National Life Insurance Co.
FBO Its Separate Accounts
One Financial Way
Attn: Cathy Gehr, Mail Code 56
Cincinnati, OH 45242-5800 8,718,641 98.28 %
K-165
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
Name and Address Number of Shares of Class % of Class

Common Shares

The Bank of New York Mellon
Attn: Jennifer May
525 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259 1,341,441 15.71 %

Charles Schwab & Co., Inc.
Attn: Christina Young
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215 940,612 11.02 %

Merrill Lynch, Pierce, Fenner & Smith
Attn: Earl Weeks
4804 Deerlake Drive East
Jacksonville, FL 32246 457,464 5.36 %

Morgan Stanley Smith Barney LLC
Attn: John Barry
1300 Thames Street, 6^th Floor
Baltimore, MD 21231
494,993 5.80 %

National Financial Services LLC
Attn: Joanne Padarathsingh
499 Washington Blvd.
Jersey City, NJ 07310 699,568 8.19 %

Wells Fargo Clearing Services LLC
Attn: Matt Buettner
2801 Market Street
St. Louis, MO 63103 1,047,441 12.27 %
ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
Name and Address Number of Shares of Class % of Class

Common Shares

Charles Schwab & Co., Inc.
Attn: Christina Young
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215 8,492,588 10.01 %

Merrill Lynch, Pierce, Fenner & Smith
Attn: Earl Weeks
4804 Deerlake Drive East
Jacksonville, FL 32246 5,907,484 6.96 %

Morgan Stanley Smith Barney LLC
Attn: John Barry
1300 Thames Street, 6^th Floor
Baltimore, MD 21231
10,370,456 12.22 %
K-166
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
Attn: Joanne Padarathsingh
499 Washington Blvd.
Jersey City, NJ 07310 11,724,589 13.82 %

Pershing LLC
Attn: Joseph Lavara
One Pershing Plaza
Jersey City, NJ 07399 5,937,388 7.00 %

TD Ameritrade Clearing, Inc.
Attn: Suzanne Brodd
200 S. 108^th Ave.
Omaha, NE 68154-2631
8,355,403 9.85 %

Wells Fargo Clearing Services LLC
Attn: Matt Buettner
2801 Market Street
St. Louis, MO 63103 5,334,020 6.29 %
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
Name and Address Number of Shares of Class % of Class

Common Shares

The Bank of New York Mellon
Attn: Jennifer May
525 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259 2,229,589 7.80 %

Charles Schwab & Co., Inc.
Attn: Christina Young
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215 2,386,562 8.30 %

Merrill Lynch, Pierce, Fenner & Smith
Attn: Earl Weeks
4804 Deerlake Drive East
Jacksonville, FL 32246 1,599,139 5.60 %

Morgan Stanley Smith Barney LLC
Attn: John Barry
1300 Thames Street, 6^th Floor
Baltimore, MD 21231
2,802,303 10.10 %

National Financial Services LLC
Attn: Joanne Padarathsingh
499 Washington Blvd.
Jersey City, NJ 07310 2,543,766 8.90 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
Attn: Joseph Lavara
One Pershing Plaza
Jersey City, NJ 07399 2,166,964 7.60 %

State Street Bank and Trust Company
Attn: Christine Sullivan
1776 Heritage Drive
North Quincy, MA 02171 1,475,742 5.20 %

TD Ameritrade Clearing, Inc.
Attn: Suzanne Brodd
200 S. 108^th Ave.
Omaha, NE 68154-2631
2,130,295 7.40 %

Wells Fargo Clearing Services LLC
Attn: Matt Buettner
2801 Market Street
St. Louis, MO 63103 2,858,646 10.00 %
THE AB PORTFOLIOS
AB All Market Total Return Portfolio ~~Portfolio Utility~~
Name and Address Number of Shares of Class % of Class

Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 2,396,487 5.60 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 8,261,921 19.30 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 3,308,357 7.73 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
4,544,820 10.62 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 4,882,539 11.41 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 2,258,207 5.28 %

Class B

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 45,424 10.83 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 41,225 9.83 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
25,553 6.09 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 71,856 17.13 %

Class C

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 386,545 8.82 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 587,445 13.40 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
326,187 7.44 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 351,405 8.01 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 511,283 11.66 %
Name and Address Number of Shares of Class % of Class

Raymond James
Omnibus For Mutual Funds
House Acct. Firm
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 327,888 7.48 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 350,147 7.99 %

Advisor Class

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 443,095 7.99 %

Class R

Capital Bank & Trust Company
Warrior Roofing Manufacturing Retirement Plan
c/o Plan Premier/FASCORP
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 39,329 12.79 %

M.L., C.M. FBO
Lucash-Montgomery Builders LLC
401K PSP & Trust
340 Pennington Rocky Hill Rd.
Pennington, NJ 08534-2129 44,224 14.38 %

Reliance Trust Company Custodian
FBO MassMutual Omnibus PPL
P.O. Box 28004
Atlanta, GA 30358-0004 49,661 16.15 %

State Street Bank and Trust Company
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
1 Lincoln Street
Boston, MA 02111-2900 89,485 29.10 %

Class K

Great-West Trust Company LLC TTEE C
Bonne Bridges Mueller O'Keefe Nichol
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 119,074 9.80 %
Name and Address Number of Shares of Class % of Class

Great-West Trust Company LLC TTEE C
Cristalino Inc. 401K
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 143,804 11.83 %

Great-West Trust Company LLC TTEE
FBO Shapco Printing Inc. 401K Plan
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 180,479 14.85 %

Great-West Trust Company LLC TTEE F
Social Studies School Service 401K
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 232,509 19.13 %

Great-West Trust Company LLC TTEE C
Universal Tone Management LLC
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 62,382 5.13 %

Class I

MSSB FBO
K.P. Custody for J.P. UTMA/MD
Ellicott City, MD 21042-7624 3,100 20.56 %

PAI Trust Company, Inc.
Edwin Evers, Inc. 401(K) P/S Plan
1300 Enterprise Drive
De Pere, WI 54115-4934 11,978 79.44 %
AB Conservative Wealth Strategy
Name and Address Number of Shares of Class % of Class

Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 706,229 5.23 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 4,073,903 30.15 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 918,605 6.80 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
1,287,626 9.53 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 1,153,339 8.54 %

Class B

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 13,506 15.80 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 5,521 6.46 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
6,208 7.26 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 20,089 23.50 %

Class C

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 448,981 23.34 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 301,770 15.69 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
119,119 6.19 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
163,856 8.52 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 129,271 6.72 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 123,216 6.41 %

Advisor Class

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 52,292 7.55 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310-1995
66,868 9.66 %

Pershing LLC
PO Box 2052
Jersey City NJ 07303-2052 35,511 5.13 %

Raymond James
Omnibus for Mutual Funds
House Acct Firm
Attn Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716-1102 41,516 6.00 %

Sanford Bernstein & Co., LLC
1 N. Lexington Avenue
White Plains, NY 10601-1785 117,504 16.97 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 69,677 10.06 %

Class R

MG Trust Company Cust. FBO
Location Age 401(K) PSP
717 17^th St., Ste. 1300
Denver, CO 80202-3304
32,143 10.01 %
Name and Address Number of Shares of Class % of Class

Mid Atlantic Trust Company FBO
Simon Eye Associates 401(K) Profit
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 25,388 7.90 %

MLPF&S for the Sole Benefit of Its Customers Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
16,583 5.16 %

Reliance Trust Company Custodian
FBO MassMutual Omnibus PPL
P.O. Box 28004
Atlanta, GA 30358-0004 47,262 14.71 %

State Street Bank and Trust Company
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
1 Lincoln Street
Boston, MA 02111-2900 113,884 35.45 %

Class K

Great-West Trust Company LLC TTEE F
Aaronson Dickerson Cohn & Lanzone A P.C. 401K PSP
c/o Fascore LLC
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 45,430 7.83 %

Great-West Trust Company LLC TTEE F
Feingold & Edelblum LLC 401k
c/o Fascore LLC
8515 E Orchard Rd, #2T2
Greenwood Village, CO 80111-5002 58,790 10.14 %

Great-West Trust Company LLC TTEE
FBO Hamilton Cardiology Associates
P.A. 401K Plan
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 40,217 6.93 %

Great-West Trust Company LLC TTEE C
Perry Hay & Chu PSP
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 30,871 5.32 %

Great-West Trust Company LLC TTEE C
Resource Engineering Inc. PSP
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 108,592 18.72
Name and Address Number of Shares of Class % of Class

Great-West Trust Company LLC TTEE
FBO Ross Langan & McKendree LLP
Cash or Deferred Arrangement PSP
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 62,338 10.75 %

Great-West Trust Company LLC TTEE F
The Spektors DDS PS 401K PSP
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 130,422 22.49 %

Class I

AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains NY 10601-1712 811 99.96 %
AB Growth Fund
Class A

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
933,683 9.61 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
893,847 9.20 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
619,159 6.38 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 506,514 5.22 %

Wells Fargo Clearing Services LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 775,564 7.99 %
Name and Address Number of Shares of Class % of Class

Class C

Charles Schwab & Co.
Special Custody Account For the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 56,828 8.48 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 45,261 6.75 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
53,787 8.03 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
47,620 7.11 %

National Financial Services LLC For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
52,489 7.83 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 48,783 7.28 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 146,837 21.91 %

Wells Fargo Clearing Services, LLC
Special Custody Account for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 60,811 9.08 %

Advisor Class

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
112,306 10.67 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311
58,458 5.56 %

National Financial Services LLC For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310-1995
119,529 11.36 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 401,040 38.11 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 93,099 8.85 %

Class R

Hartford Life Insurance Company
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 20,358 73.41 %

MLPF&S for the Sole Benefit of its Customers
Attn: Fund Admin
4800 Deer Lake Drive East
2^nd Floor
Jacksonville, FL 32246-6484
3,035 10.94 %

Class K

Ascensus Trust Company FBO
Luken, LLC 401(K) and Profit Sharing
P.O. Box 10758
Fargo, ND 58106-0758 2,969 16.34 %

Great-West Trust Company, LLC TTEE C
Apex Technical School Inc. 401K
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,267 6.97 %

Great-West Trust Company, LLC TTEE C
The Office Furniture Warehouse PSP
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 1,923 10.58 %
Name and Address Number of Shares of Class % of Class

Great-West Trust Company, LLC TTEE C
Sucherman-Insalaco LLC RP
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 4,671 25.71 %

Great-West Trust Company, LLC TTEE F
Aaronson, Dickerson, Cohn & Lanzone APC 401K
c/o Fascore LLC
8515 East Orchard Road, #2T2
Greenwood Village, CO 80111-5002 2,487 13.69 %

Luciano Prida & Company PA
401K Plan
1106 N. Franklin Street
Tampa, FL 33602-3841 4,460 24.55 %

Class I

MLPF&S for the Sole Benefit of its
Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville FL 32246-6484
10,994 5.23 %

National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 171,533 81.68 %
AB Tax-Managed All Market Income Portfolio Growth Portfolio U.S. Government/High Growth and Income Grade Securities Portfolio Portfolio High Yield Portfolio U.S. Large Cap Blended International Portfolio Style Portfolio International Value Value Portfolio Portfolio
Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 510,106 9.23 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 735,494 13.31 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 634,089 11.48 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484 408,913 7.40 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 608,117 11.01 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 298,152 5.40 %

Class B

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 4,737 9.90 %

D.A.L. Jr.
R.R.L. JTWROS
Allentown, NJ 08501-1916 8,029 16.78 %

C.M. &
S.B. JTWROS
Port Murray, NJ 07865-3003 2,462 5.15 %

D.S.S. &
E.P.S. JTWROS
Baldwinsville, NY 13027-9268 4,230 8.84 %

B.G.S. &
L.M.S. JTWROS
Big Pool, MD 21711-1327 4,113 8.60 %

Class C

Charles Schwab & Co. Inc.
Special Custody Account
For the Benefit of Customers
Attention Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 47,506 8.10 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 68,512 11.67 %

LPL Financial
Omnibus Customers Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 89,016 15.17 %
Name and Address Number of Shares of Class % of Class

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
62,571 10.66 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
62,137 10.59 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 46,311 7.89 %

UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Boulevard, 5th Floor
Weehawken, NJ 07086-6761 55,797 9.51 %

Advisor Class

Sanford Bernstein & Co., LLC
1 N. Lexington Ave.
White Plains, NY 10601-1712 242,447 8.49 %
AB Tax-Managed Wealth Appreciation Strategy Portfolio Worldwide Privatization Portfolio [LOGO] ALLIANCEBERNSTEIN (R) Investment Research and Management Alliance Capital Management L.P. - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT September 29, 2005 FORM OF PROXY ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. PROXY ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 15, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. The undersigned hereby appoints Christina A. Morse and Carol H. Rappa, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders (the "Meeting") of the AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") to be held at 3:00 p.m., Eastern Time, on November 15, 2005 at the offices of the AllianceBernstein Funds, 1345 Avenue of the Americas, 39th Floor, New York, New York 10105, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at such Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement (the terms of each of which are incorporated by reference herein), revokes any proxy heretofore given with respect to such Meeting and hereby instructs said proxies to vote said shares as indicated on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast "FOR" each of the nominees for director and "FOR" each of the other proposals as described in the Proxy Statement. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxyholder on any other matter that may properly come before the Meeting or any adjournment or postponement thereof. VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-290-1383 Note: Please sign exactly as name(s) appear(s) on the records of the Fund. Joint owners should each sign personally. Trustees and other representatives should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title. _________________________________________ Stockholder sign here _________________________________________ Co-owner sign here _________________________________________ Date ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. Americas Government Income Portfolio Balanced Wealth Strategy Portfolio Global Bond Portfolio Global Dollar Government Portfolio Global Technology Portfolio Global Research Growth Portfolio Growth Portfolio Growth and Income Portfolio High Yield Portfolio International Portfolio International Value Portfolio Large Cap Growth Portfolio Money Market Portfolio Real Estate Investment Portfolio Small Cap Growth Portfolio Small/Mid Cap Value Portfolio Total Return Portfolio Utility Income Portfolio U.S. Government/High Grade Securities Portfolio U.S. Large Cap Blended Style Portfolio Value Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Edward D. Jones & Co.
For the Benefit of Customers
Attn: Terrance Spencer
12555 Manchester Road
Saint Louis, MO 63131-3729 164,347 6.86 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 125,324 5.23 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 356,963 14.91 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 207,796 8.68 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 347,292 14.50 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 239,970 10.02 %

Class B

Ascensus Trust Company
C/F A.A.W. Roth IRA
94-1166 Polinahe Pl
Waipahu, HI 96797-4034 1,307 7.02 %

Dr. N.C.
Pikesville, MD 21208-6402 1,282 6.89 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,974 10.61 %

R.A.N. &
D.N. JTWROS
Franklinville, NJ 08322-2133 1,906 10.24 %

D.S.S. &
E.P.S. JTWROS
Baldwinsville, NY 13027-9268 1,069 5.74 %

N.J.T. III &
B.L.V. Tenant in Common
Newtown Square, PA 19073-1619 2,099 11.28 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 2,331 12.53 %

P.C.Z.
Austin, TX 78730-3501 2,151 11.56 %

Class C

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 86,748 16.40 %
Name and Address Number of Shares of Class % of Class

Charles Schwab & Co. Inc.
Special Custody Acct
For the Benefit of Customers
Attention Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 44,987 8.51 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 34,219 6.47 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 42,467 8.03 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 61,809 11.69 %

J.S. &
S.S. JTWROS
Pottstown, PA 19465-7868 26,593 5.03 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 52,680 9.96 %

AB Wealth Appreciation Strategy
Name and Address Number of Shares of Class % of Class

Class A

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 3,140,599 13.39 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 1,966,835 8.39 %

MLPF&S for the Sole Benefit of Its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
2,014,228 8.59 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 1,215,238 5.18 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 2,212,939 9.44 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 1,279,891 5.46 %

Class B

Charles Schwab & Co. Inc.
Special Custody Account FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 16,227 5.02 %

JP Morgan Securities LLC
For the Exclusive Benefit of Customers
4 Chase Metrotech Center
Brooklyn, NY 11245-0001 17,485 5.41 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 16,927 5.24 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4th Floor
Jersey City, NJ 07310 18,819 5.83 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 23,113 7.15 %

Class C

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr.
San Diego, CA 92121-3091 392,502 16.86 %
Name and Address Number of Shares of Class % of Class

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II, 3^rd Floor
Jersey City, NJ 07311 131,111 5.63 %

National Financial Services LLC
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd., 4^th Floor
Jersey City, NJ 07310
224,094 9.62 %

Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 280,070 12.03 %

Raymond James
Omnibus For Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716-1102 203,884 8.76 %

Wells Fargo Clearing Services, LLC
Special Custody Acct. for the
Exclusive Benefit of Customer
2801 Market Street
Saint Louis, MO 63103-2523 217,384 9.34 %

Class R

Ascensus Trust Company FBO
A.C.H. Solo-K
P.O Box 10758
Fargo, ND 58106-0758 11,402 6.31 %

MG Trust Company Cust. FBO
Location Age 401(K) PSP
717 17^th St., Ste. 1300
Denver, CO 80202-3304
23,698 13.11 %

Mid Atlantic Trust Company FBO
S.A. 401(K) PSP & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222-4228 25,516 14.12 %

Reliance Trust Company Custodian
FBO MassMutual Omnibus PPL
P.O. Box 28004
Atlanta, GA 30358-0004 31,770 17.58 %

State Street Bank and Trust Company
FBO ADP/MSDW Alliance
Attn: Ralph Campbell
1 Lincoln Street
Boston, MA 02111-2900 10,081 5.58 %
K-184
Name and Address Number of Shares of Class % of Class

Class K

Great-West Trust Company LLC TTEE C
Agmotion Inc. 401K
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 116,099 16.80 %

Great-West Trust Company LLC TTEE C
FBO College of Westchester Business School 401K
c/o Fascore LLC
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 56,248 8.14 %

Great-West Trust Company LLC TTEE C
News 2 You Inc. 401K
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 38,393 5.56 %

Great-West Trust Company LLC TTEE F
The Marco Retirement Plan 401K
c/o Fascore LLC
8515 E. Orchard Rd., #2T2
Greenwood Village, CO 80111-5002 75,066 10.86 %

P./G./E. K.
FBO Kunhardt Films LLC Incentive
Pleasantville, NY 10570-3046 46,988 6.80 %

Class I

Matrix Trust Company Agent for TRP
RPS RK FBO 401K
EEE Investments 401K
c/o Commonwealth Investments
50 Salem St., Building A
Lynnfield, MA 01940-2600 50,661 100 %
SANFORD C. BERNSTEIN FUND II, INC.
Bernstein Intermediate Duration Institutional Portfolio ~~Worldwide Privatization Portfolio PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:[_] [_]~~
To ~~vote FOR all Proposals for~~ the Fund mark this box. No other vote is necessary. For Withhold For All All All Except 1. To elect Directors / / / / / / of the Fund. 01. Ruth Block 05. D. James Guzy 02. David H. Dievler 06. William H. Foulk, Jr. 03. John H. Dobkin 07. Marc O. Mayer 04. Michael J. Downey 08. Marshall C. Turner, Jr. To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided. __________________________ For Against Abstain 2. To approve the amendment and / / / / / / restatement of the Charterknowledge of the Fund, ~~which will repeal~~no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
BERNSTEIN FUND, INC.
International Strategic Equities Portfolio
Name and Address Number of Shares of Class % of Class

Class Z

AB Tax Managed Wealth Appreciation
1345 Avenue of the Americas
New York, NY 10105-0302 11,147,398 9.96 %
Name and Address Number of Shares of Class % of Class

AB Wealth Appreciation Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 20,615,532 18.41 %

SCB Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 25,254,417 22.56 %

SCB Tax Aware Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 52,453,789 46.85 %
International Small Cap Portfolio
Name and Address Number of Shares of Class % of Class

Class Z

AB Tax Managed Wealth Appreciation
1345 Avenue of the Americas
New York, NY 10105-0302 3,264,788 9.60 %

AB Wealth Appreciation Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 6,205,388 18.25 %

SCB Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 7,737,014 22.76 %

SCB Tax Aware Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 16,052,682 47.22 %
Small Cap Core Portfolio
Name and Address Number of Shares of Class % of Class

Class Z

AB Tax Managed Wealth Appreciation
1345 Avenue of the Americas
New York, NY 10105-0302 1,587,299 9.66 %

AB Wealth Appreciation Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 2,972,488 18.10 %

SCB Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 3,780,883 23.02 %

SCB Tax Aware Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 7,786,440 47.40 %
K-186
SANFORD C. BERNSTEIN FUND, INC.
California Municipal Portfolio
Name and Address Number of Shares of Class % of Class

Class A Shares

JP Morgan Securities LLC
For the Exclusive Benefit of
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0001 813,955 13.46 %

MLPF&S For the Sole Benefit of Its Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
575,508 9.52 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 1,095,409 18.11 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers/Attn
Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
973,116 16.09 %

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880Carillon Parkway
St Petersburg, FL 33716-1102 325,448 5.38 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,468,340 24.28 %

Class C Shares:

Charles Schwab & Co., Inc.
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 68,105 7.72 %

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr.
Brooklyn, NY 11245-0001 93,280 10.57 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
182,225 20.65 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 64,951 7.36 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept
4th Floor 499 Washington Blvd
Jersey City, NJ 07310 57,250 6.49 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 65,561 7.43 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 94,597 10.72 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 174,318 19.75 %

Advisor Class:

Charles Schwab & Co Inc
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 92,887 7.27 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 108,243 8.47 %

MLPF&S For the Sole Benefit of Its Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
117,438 9.19 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For The Exclusive Benefit of Our Customers/
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
550,615 43.10 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 82,371 6.45 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 225,601 17.66 %
Diversified Municipal Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Edward D Jones & Co
For The Benefit of Customers
Attn Terrance Spencer
12555 Manchester Rd
Saint Louis, MO 63131-3729 1,090,012 6.09 %

MLPF&S For the Sole Benefit of Its Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
2,396,310 13.40 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 3,283,077 18.35 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
1,325,594 7.41 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 2,361,768 13.20 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 1,145,620 6.40 %
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,994,347 11.15 %

Class B

M.E.G.
Miami, FL 33145-1935 255 38.48 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 350 52.81 %

L.B.R. C/F
J.E.R.
Boalsburg, PA 16827-1687 54 8.18 %

Class C

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr.
Brooklyn, NY 11245-0001 218,370 5.18 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Drive
San Diego, CA 92121-3091 210,832 5.00 %

MLPF&S For the Sole Benefit of Its Customers
Attn Fund Admin
4800 Deer Lake Drive East, 2^nd Floor
Jacksonville, FL 32246-6484
449,095 10.66 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 659,557 15.65 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
378,692 8.99 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 485,546 11.52 %
Name and Address Number of Shares of Class % of Class

Raymond James
Omnibus for Mutual Funds
Attn: Courtney Waller
880Carillon Parkway
St Petersburg, FL 33716-1102 301,684 7.16 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 262,022 6.22 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 763,304 18.11 %

Adviser Class

Edward D Jones & Co.
For the Benefit of Customers
Attn: Jason Hubersberger
12555 Manchester Road
Maryland Heights, MO 63043 39,576,765 44.07 %

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr.
Brooklyn, NY 11245-0001 34,334,401 38.23 %

Class Z

Alliancebernstein L.P.
Attn: Brent Mather-Seed Acct
1 N Lexington Ave
White Plains NY 10601-1712 707 99.97 %

Diversified Municipal Class

TIAA-CREF Individual and
Institutional Services, LLC
Portfolio Advisor Program
c/o Sanford C. Bernstein & Co., LLC
1345 Avenue of the Americas
New York, NY 10105 37,090,840 9.61 %
K-191
Emerging Markets Portfolio
Name and Address Number of Shares of Class % of Class

Class Z

AB Tax Managed Wealth Appreciation
1345 Avenue of the Americas
New York, NY 10105-0302 609,624 9.95 %

AB Wealth Appreciation Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 1,159,544 18.92 %

SCB Overlay A Portfolio
DAAADA
1345 Avenue of the Americas
New York, NY 10105-0302 1,366,308 22.29 %

SCB Tax Aware Overlay A Portfolio
DAATADA
1345 Avenue of the Americas
New York, NY 10105-0302 2,847,947 46.46 %
Intermediate Duration Portfolio
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
International Portfolio
Name and Address Number of Shares of Class % of Class

Class A

Charles Schwab & Co.
For the Exclusive Benefit of Customers
Mutual Fund Operations
211 Main Street
San Francisco, CA 94105-1905 428,677 30.74 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
734,307 52.66 %

Class B

Charles Schwab & Co Inc
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 88 48.89 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 86 47.58 %
Class C

Name and Address Number of Shares of Class % of Class

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr. Brooklyn,
NY 11245-0001 4,381 9.57 %

MLPF&S For the Sole Benefit of Its Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 4,577 10.00 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
3,537 7.73 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 4,519 9.87 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 15,235 33.29 %

Class Z

AB VPS Balanced Wealth Strategy Portfolio
1 N Lexington Ave
White Plains NY 10601-1712 997,087 5.14 %

AB Wealth Appreciation Strategy
1345 Avenue of the Americas
New York, NY 10105-0302 8,307,450 42.82 %

SCB Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 10,093,633 52.03 %
New York Municipal Portfolio
Name and Address Number of Shares of Class % of Class

Class A

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr.
Brooklyn, NY 11245-0001 1,926,722 21.42 %
Name and Address Number of Shares of Class % of Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 973,273 10.82 %

MLPF&S For the Sole Benefit of Its
Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 547,185 6.08 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 540,169 6.00 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
4th Floor 499 Washington Blvd
Jersey City, NJ 07310 454,577 5.05 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 2,108,237 23.44 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 509,483 5.66 %

Class B

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 163 91.33 %

Class C

JP Morgan Securities LLC
for the Exclusive Benefit of Customers
4 Chase Metrotech Ctr.
Brooklyn, NY 11245-0001 513,494 20.08 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 133,843 5.23 %
Name and Address Number of Shares of Class % of Class

MLPF&S For the Sole Benefit of Its Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 316,080 12.36 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 220,771 8.63 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
158,574 6.20 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 654,202 25.58 %

Wells Fargo Clearing Services LLC
A/C 1699-0135
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 152,939 5.98 %

Advisor Class

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 760,046 29.24 %

MLPF&S For the Sole Benefit of Its Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 444,652 17.11 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310-1995
314,200 12.09 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 413,302 15.90 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 143,613 5.53 %
K-195
Name and Address Number of Shares of Class % of Class

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 186,599 7.18 %
Overlay A Portfolio
Name and Address Number of Shares of Class % of Class

Class 2

Retirement Plan for the Employees of Alliancebernstein L.P Trust
c/o Sanford C. Bernstein & Co., LLC
1345 Avenue of the Americas
New York, NY 10105 1,925,723 6.31 %
Overlay B Portfolio
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
Short Duration Diversified Municipal Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 116,573 5.36 %

MLPF&S For the Sole Benefit of Its Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 314,825 14.46 %

Raymond James
Omnibus for Mutual Funds
ATTN Courtney Waller
880 Carillon Parkway
St Petersburg, FL 33716-1102 519,973 23.89 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 279,898 12.86 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 129,314 5.94 %
K-196
Name and Address Number of Shares of Class % of Class

Class B

Ascensus Trust Company
Shamrock Electric Supply Co Inc
J.S.B.
Grenada, MS 38901 163 14.64 %

Ascensus Trust Company
CUST FBO J.T. IRA
Milwaukee, WI 53209-1504 135 12.12 %

Ascensus Trust Company
C/F A.T.V. Jr
FBO T.A.V.
Coverdell ESA
Pearson, WI 54462-9300 209 18.73 %

Ascensus Trust Company
Westair Inc
R.L.Q.
Coalville, UT 84017-9799 77 6.86 %

S.P.B.
Grand Blanc, MI 48439-1664 133 11.94 %

Charles Schwab & Co Inc
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 111 9.97 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 244 21.86 %

Class C

Charles Schwab & Co Inc
Special Custody Acct FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905 14,482 5.47 %

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 24,345 9.20 %

MLPF&S For the Sole Benefit of Its Customers
ATTN Fund Admin
4800 Deer Lake Dr E FL 2
Jacksonville, FL 32246-6484 26,910 10.17 %
Name and Address Number of Shares of Class % of Class

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept.
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
14,352 5.42 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 50,587 19.11 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 41,861 15.81 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 43,826 16.56 %
Short Duration Plus Portfolio
Name and Address Number of Shares of Class % of Class

Short Duration Plus Class

The Mayor's Fund to Advance New York City
c/o Sanford C. Bernstein & Co., LLC
1345 Avenue of the Americas
New York, NY 10105 924,701 5.57 %

New York Small Business Venture Fund II, LLC
c/o Sanford C. Bernstein & Co., LLC
1345 Avenue of the Americas
New York, NY 10105 1,098,226 6.62 %
Tax-Aware Overlay A Portfolio
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
Tax-Aware Overlay B Portfolio
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
K-198
Tax-Aware Overlay C Portfolio
Name and Address Number of Shares of Class % of Class

Class 2

JBD Revocable Trust,
c/o Sanford C. Bernstein & Co., LLC
1345 Avenue of the Americas
New York, NY 10105 1,553,456 7.83 %
Tax-Aware Overlay N Portfolio
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
Tax-Managed International Portfolio
Name and Address Number of Shares of Class % of Class

Class A

LPL Financial
Omnibus Customer Account
Attn: Mutual Fund Trading
4707 Executive Dr
San Diego, CA 92121-3091 51,278 34.33 %

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza II 3rd Floor
Jersey City, NJ 07311 9,929 6.65 %

National Financial Services LLC
For The Exclusive Benefit of Our Customers
Attn Mutual Funds Dept
499 Washington Blvd, 4^th Floor
Jersey City, NJ 07310
8,469 5.67 %

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 41,679 27.90 %

S.B.P. & M.D.K.-P. Co-Ttees
S.P. & M.K.-P. Rev Liv Trust
Ann Arbor, MI 48104-2715 16,883 11.30 %

Class B

Ascensus Trust Company
Medical Billing Systems Inc.
T.D.A.
New Marshfield, OH 45766-9747 248 97.87 %

Class C

E.G.D. TOD/DE
Chicago, IL 60614-5177 716 6.99 %
Name and Address Number of Shares of Class % of Class

Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052 4,219 41.17 %

UBS WM USA
Attn: Department Manager
Special Custody Account
1000 Harbor Blvd.
Weehawken, NJ 07086-6761 4,156 40.56 %

Wells Fargo Clearing Services LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 1,048 10.23 %

Class Z

SCB Tax Aware Overlay A Portfolio
1345 Avenue of the Americas
New York, NY 10105-0302 20,953,983 82.52 %

AB Tax Managed Wealth Appreciation
1345 Avenue of the Americas
New York, NY 10105-0302 4,437,412 17.48 %
AB MULTI-MANAGER ALTERNATIVE FUND
To the knowledge of the Fund, no person owned of record or beneficially more than 5% of the Fund's outstanding voting securities as of July 13, 2018.
Table 2.
A shareholder who owns of record or beneficially more than 25% of a Fund's outstanding voting securities is presumed to "control" the Fund, as that term is defined in ~~its entirety all currently existing charter provisions~~the 1940 Act, and ~~substitute in lieu thereof new provisions~~may have a significant impact on matters submitted to a shareholder vote. Except as set forth ~~in the Form of Articles of Amendment and Restatement attached~~below, to the ~~Proxy Statement~~knowledge of each Fund, as ~~Appendix D. All Portfolios For Against Abstain 3. To approve the amendment, / / / / / / elimination,~~of July 13, 2018, no person owned of record or reclassification as non-fundamental of the fundamental investment policies regarding: For Against Abstain 3.A. Diversification. / / / / / / All Portfolios except Americas Government Income Portfolio, Global Bond Portfolio, and Global Dollar Government Portfolio For Against Abstain 3.B. Issuing Senior Securities / / / / / / and Borrowing Money. All Portfolios For Against Abstain 3.C. Underwriting Securities. / / / / / / Global Research Growth Portfolio, Global Technology Portfolio, Growth Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small Cap Growth Portfolio, Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and U.S. Large Cap Blended Style Portfolio For Against Abstain 3.D. Concentration of Investments. / / / / / / All Portfolios For Against Abstain 3.E. Real Estate and Companies / / / / / / that Deal in Real Estate. All Portfolios For Against Abstain 3.F. Commodities, Commodity / / / / / / Contracts and Futures Contracts. All Portfolios except Global Technology Portfolio For Against Abstain 3.G. Loans. / / / / / / All Portfolios For Against Abstain 3.H. Joint Securities Trading / / / / / / Accounts. Americas Government Income Portfolio, Global Bond Portfolio, Global Technology Portfolio, High Yield Portfolio, Real Estate Investment Portfolio, Small Cap Growth Portfolio, Utility Income Portfolio, U.S. Government/High Grade Securities Portfolio, and Worldwide Privatization Portfolio For Against Abstain 3.I. Exercising Control. / / / / / / All Portfolios except Global Research Growth Portfolio, Growth Portfolio, and U.S. Large Cap Blended Style Portfolio For Against Abstain 3.J. Other Investment Companies. / / / / / / Americas Government Income Portfolio, Global Bond Portfolio, Global Research Growth Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Money Market Portfolio, Total Return Portfolio, Utility Income Portfolio, and U.S. Government/High Grade Securities Portfolio For Against Abstain 3.K. Oil, Gas and Other / / / / / / Types of Minerals or Mineral Leases. Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio, Money Market Portfolio, Real Estate Investment Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio For Against Abstain 3.L. Purchases of Securities on / / / / / / Margin. All Portfolios except Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio For Against Abstain 3.M. Short Sales. / / / / / / All Portfolios except Balanced Wealth Strategy Portfolio, Global Research Growth Portfolio, Growth Portfolio, Growth and Income Portfolio, International Value Portfolio, Small/Mid Cap Value Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio, and Wealth Appreciation Strategy Portfolio For Against Abstain 3.N. Pledging, Hypothecating, / / / / / / Mortgaging, or Otherwise Encumbering Assets. All Portfolios except Growth Portfolio and Utility Income Portfolio For Against Abstain 3.O. Illiquid or Restricted / / / / / / Securities. Global Bond Portfolio, Global Technology Portfolio, Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio For Against Abstain 3.P. Warrants. / / / / / / Americas Government Income Portfolio and Global Bond Portfolio For Against Abstain 3.Q. Unseasoned Companies. / / / / / / Global Technology Portfolio For Against Abstain 3.R. Requirement to Invest in / / / / / / Specific Investments. Large Cap Growth Portfolio For Against Abstain 3.S. 65% Investment Limitation. / / / / / / U.S. Government/High Grade Securities Portfolio, Utility Income Portfolio, and Worldwide Privatization Portfolio For Against Abstain 3.T. Securities of Issuers in which / / / / / / Officers, Directors, or Partners Have an Interest. Global Technology Portfolio, Growth and Income Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio and Total Return Portfolio For Against Abstain 3.U. Option Transactions. / / / / / / Amercias Government Income Portfolio, Global Technology Portfolio, Large Cap Growth Portfolio and Money Market Portfolio For Against Abstain 3.V. Purchasing Voting or Other / / / / / / Securities. Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, U.S. Government/High Grade Securities Portfolio, and Utility Income Portfolio For Against Abstain 3.W. Repurchase Agreements. / / / / / / Growth and Income Portfolio, High Yield Portfolio, International Portfolio, Large Cap Growth Portfolio, Money Market Portfolio, Total Return Portfolio, and U.S. Government/High Grade Securities Portfolio For Against Abstain 3.X. Securities with Maturities / / / / / / of Greater Than One Year. Money Market Portfolio For Against Abstain 3.Y. Acquisitions of Certain / / / / / / Preferred Stock and Debt Securities. High Yield Portfolio, and U.S. Government/High Grade Securities Portfolio For Against Abstain 3.Z. Investments in Government / / / / / / Securities Consistent with Internal Revenue Code Requirements. U.S. Government/High Grade Securities Portfolio For Against Abstain 4.A. Approval of the Reclassification / / / / / /beneficially more than 25% of a Portfolio's Fundamental Investment Objective as Non-fundamental. Americas Government Income Portfolio, Balanced Wealth Strategy Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio, Global Technology Portfolio, Global Research Growth Portfolio, High Yield Portfolio, International Value Portfolio, Money Market Portfolio, Small/Mid Cap Value Portfolio, U.S. Government/High Grade Securities Portfolio, U.S. Large Cap Blended Style Portfolio, Value Portfolio and Wealth Appreciation Strategy Portfolio 4.B. The Reclassification of Revised Investment Objective as Non-fundamental and Changes to Specific Portfolio's Investment Objectives. For Against Abstain 1. Growth Portfolio / / / / / / 2. Growth and Income Portfolio / / / / / / 3. International Portfolio / / / / / / 4. Large Cap Growth Portfolio / / / / / / 5. Real Estate Investment Portfolio / / / / / / 6. Small Cap Growth Portfolio / / / / / / 7. Total Return Portfolio / / / / / / 8. Utility Income Portfolio / / / / / / 9. Worldwide Privatization Portfolio / / / / / / 5. To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting or any adjournment or postponement thereof in the discretion of the proxyholder(s). Please vote, date, sign and return this proxy card promptly if you are notFund's outstanding voting ~~via the Internet or by telephone. You may use the enclosed envelope. 00250.0451 #592027a~~

securities.
Fund Name and Address Number of Shares of Fund % of Fund

AB Bond Fund, Inc.

AB All Market Real Return Portfolio
Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
796,520,033 37.07 %

AB FlexFee High Yield Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 17,035,178 45.93 %
Fund Name and Address Number of Shares of Fund % of Fund

AB FlexFee International Bond Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 44,899,930 98.90 %

AB Cap Fund, Inc.

AB All Market Alternative Return Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 17,129,445 99.89 %

AB Concentrated International Growth Portfolio Arizona Bank & Trust
2036 East Camelback Road
Chandler, AZ 85016 41,901,745 91.22 %

AB Emerging Markets Core Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 4,838,868 99.53 %

AB FlexFee Core Opportunities Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 1,134,000 100 %

AB FlexFee Emerging Markets Growth Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 5,811,660 100 %

AB FlexFee International Strategic Core Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 3,264,000 100 %
Fund Name and Address Number of Shares of
Fund % of Fund

AB FlexFee Large Cap Growth Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 26,385,456 32.98 %

AB FlexFee US Thematic Portfolio AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 40,368,231 80.18 %

AB All China Equity
Portfolio (as of July 25,
2018) AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 200,004 100 %

AB Corporate Shares

AB Income Shares (as of
August _, 2018) AllianceBernstein L.P.
Attn: Brent Mather-Seed Acct
1 N. Lexington Ave.
White Plains, NY 10601-1712 100 %

Sanford C. Bernstein Fund, Inc.

Emerging Markets Portfolio
Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
126,806,931 99.9 %

International Portfolio
Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
177,143,263 32.50 %

Tax-Managed International Portfolio
Sanford Bernstein & Co., LLC
1 N. Lexington Ave., 17^th Floor
White Plains, NY 10601-1785
367,951,943 67.50 %
K-202
TABLE OF CONTENTS
TABLE OF CONTENTS Page
Introduction [_______]
Proposal One: Election of Directors [_______]
Proposal Two: Approval of Investment Advisory Agreements [_______]
Proxy Voting and Stockholder Meetings [_______]
Stock Ownership [_______]
Information as to the Investment Adviser, Administrator, and Distributor of the Funds [_______]
Other Matters [_______]
Submission of Proposals for the Next Meeting of Stockholders [_______]
Reports to Stockholders [_______]
Appendix A: Shares Outstanding As of the Record Date [_______]
Appendix B: Additional Information on Proposal One [_______]
Appendix C: Independent Registered Public Accounting Firm [_______]
Appendix D: Forms of Proposed Agreements [_______]
Appendix E: Information Regarding Current Agreements [_______]
Appendix F: Reimbursement of Administrative Expenses to the Adviser [_______]
Appendix G: AB Boards Consideration of the Proposed Agreements [_______]
Appendix H: Bernstein Boards Consideration of the Proposed Agreements [_______]
Appendix I: AMMAF Board Consideration of the Proposed Agreements [_______]
Appendix J: Fees paid to Affiliates of the Adviser [_______]
Appendix K: Stock Ownership [_______]
THE AB FUNDS AND SCB FUNDS
[LOGO(S)]
AllianceBernsteinL.P.
NOTICEOFJOINT MEETINGOF SHAREHOLDERSANDPROXYSTATEMENT
August 20, 2018

All Funds Other Than SCB, Bernstein and AMMAF		SCB, Bernstein and AMMAF

Michael J. Downey		Kathleen Fisher
William H. Foulk, Jr.		Bart Friedman
Nancy P. Jacklin		R. Jay Gerken
Robert M. Keith		William Kristol
Carol C. McMullen		Debra Perry
Garry L. Moody		Donald K. Peterson
Marshall C. Turner, Jr.
Earl D. Weiner

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

INDEPENDENT DIRECTORS
Marshall C. Turner, Jr.^# Chairman of Portfolios in Alliance-Bernstein Other Fund Complex Directorships Name, Address and Years of Principal Occupation(s) Overseen by Held by Date of Birth Service* During Past 5 Years Director Director ----------------- ---------- ----------------------------- ------------------ ------------- ~~DISINTERESTED DIRECTORS Ruth Block,#,**the Board~~ 76 ~~(1992)~~	Private Investor since 1992 Formerly Executive Vice 105 None 500 SE Mizner Blvd., President and Chief Insurance Boca Raton, FL 33432 Officer of The Equitable Life 11/7/30 Assurance Society of The United States;prior to 2013. Former Chairman and ~~Chief Executive Officer~~CEO of ~~Evlico (insurance); former Governor at Large, National Association~~Dupont Photomasks, Inc. (components of ~~Securities Dealers, Inc.~~

94	Xilinx, Inc. (programmable logic semi-conductors) since 2007

Michael J. Downey,^{# N/A Consultant} 74 (2005)	Private Investor since ~~2004. 80 Asia Pacific c/o Alliance Capital~~prior to 2013. Formerly, managing partner of ~~Fund, Inc.; Management L.P.,~~ Lexington Capital, LLC ~~and the 1345 Avenue of the Americas~~ (investment advisory firm) ~~Merger Fund New York, NY 10105~~ from December 1997 until December ~~1/26/44~~ 2003. ~~Prior thereto,~~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, ~~(1987-1993).~~

NAME, ADDRESS,* AGE, (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS AND OTHER INFORMATION	NUMBER OF PORTFOLIOS IN THE FUND COMPLEX OVERSEEN BY THE DIRECTOR	OTHER DIRECTORSHIPS HELD BY THE DIRECTOR DURING THE PAST FIVE YEARS

INTERESTED DIRECTOR***

Kathleen Fisher*** c/o AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105 64 (SCB Fund: 2017) (Bernstein Fund: 2017)	Senior Vice President of the Adviser with which she has been associated since prior to 2013. She is the Head of Wealth and Investment Strategies of the Adviser's Bernstein Private Wealth Management unit since 2014, leading the team responsible for developing and communicating asset allocation advice and investment strategies for Bernstein's high-net-worth clients. Since 2013, Ms. Fisher has overseen research on investment planning and wealth transfer issues facing high-net-worth families, endowments and foundations. She has been a National Managing Director of Bernstein since 2009. She joined AB in 2001 as a Senior Portfolio Manager. Prior to joining AB, she spent 15 years at J.P. Morgan, most recently as a managing director advising banks on acquisitions, divestitures and financing techniques. Prior thereto, she held positions at both Morgan Stanley and at the Federal Reserve Bank of New York.	18	Southwestern Vermont Health Care; and Hildene—The Lincoln Family Home

AXA Equitable Holdings and its subsidiaries	63.3%
AllianceBernstein Holding L.P.	35.9%
Unaffiliated holders	0.8%
	100.0%

NAME	PRINCIPAL OCCUPATION
Seth Bernstein	President and Chief Executive Officer of the Adviser and Director of the General Partner of the Adviser.

Robert Zoellick	Chairman of the Board of the General Partner of the Adviser.

Paul Audet	Founding and Managing Member of Symmetrical Ventures, LLC, a venture capital firm specializing in growth capital investments in the technology sector. Director of the General Partner of the Adviser.

Ramon de Oliveira	Director of the General Partner of the Adviser.

Denis Duverne	Director of the General Partner of the Adviser. Chairman of the Board of AXA.

Barbara Fallon-Walsh	Director of the General Partner of the Adviser.

Daniel Kaye	Director of the General Partner of the Adviser.

Shelley Leibowitz	Director of the General Partner of the Adviser. Founder of SL Advisory, which advises senior executives and boards of directors in the areas of technology oversight and cybersecurity best practices.

Anders Malmstrӧm	Director of the General Partner of the Adviser. Chief Financial Officer of AXA Equitable.

Das Narayandas	Director of the General Partner of the Adviser. Edsel Bryant Ford Professor of Business Administration at Harvard Business School.

Mark Pearson	Director of the General Partner of the Adviser. Chairman and Chief Executive Officer of AXA Equitable.

FUNDS		STATE OF INCORPORATION	OUTSTANDING SHARES
AB Bond Fund, Inc.		MD
- AB All Market Real Return Portfolio			[ ]
	- Class A		[ ]
	- Class C		[ ]
	- Advisor Class		[ ]
	- Class R		[ ]
	- Class K		[ ]
	- Class I		[ ]
	- Class Z		[ ]
	- Class 1		[ ]
	- Class 2		[ ]

- AB Bond Inflation Strategy			[ ]
	- Class A		[ ]
	- Class C		[ ]
	- Advisor Class		[ ]
	- Class R		[ ]
	- Class K		[ ]
	- Class I		[ ]
	- Class Z		[ ]
	- Class 1		[ ]
	- Class 2		[ ]

- AB FlexFee High Yield Portfolio			[ ]
	- Advisor Class		[ ]

- AB FlexFee International Bond Portfolio			[ ]
	- Advisor Class		[ ]

- AB Income Fund			[ ]
	- Class A		[ ]
	- Class C		[ ]
	- Advisor Class		[ ]

- AB Intermediate Bond Portfolio
	- Class A		[ ]
	- Class B		[ ]
	- Class C		[ ]
	- Advisor Class		[ ]
	- Class R		[ ]
	- Class K		[ ]
	- Class I		[ ]
	- Class Z		[ ]

Name, Address* and Age	Position(s) Held with Fund (Month and Year First Elected)	Principal Occupation During the Past Five Years
Kathleen Fisher, 64	President, Bernstein Funds and SCB (07/17)	Senior Vice President of the Adviser** with which she has been associated since prior to 2013. She is the Head of Wealth and Investment Strategies of the Manager's Bernstein Private Wealth Management unit since 2014, leading the team responsible for developing and communicating asset allocation advice and investment strategies for Bernstein's high-net-worth clients. Since 2013, Ms. Fisher has overseen research on investment planning and wealth transfer issues facing high-net-worth families, endowments and foundations. She has been a National Managing Director of Bernstein since 2009. She joined AB in 2001 as a Senior Portfolio Manager. Prior to joining AB, she spent 15 years at J.P. Morgan, most recently as a managing director advising banks on acquisitions, divestitures and financing techniques. Prior thereto, she held positions at both Morgan Stanley and at the Federal Reserve Bank of New York.
Christopher J. Bricker, 50	President and Chief Executive Officer, AMMAF (06/12)	Senior Vice President of the Adviser** since prior to 2013; Senior Managing Director and Head of Product Development since December 2009.
Emilie D. Wrapp, 62	Secretary, AB Funds and SCB (10/05), Bernstein Funds (09/15) and AMMAF (06/12)	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2013.
Joseph J. Mantineo, 59	Treasurer and Chief Financial Officer, AB Funds (8/06), Bernstein Funds (09/15), SCB (07/06) and AMMAF (06/12)	Senior Vice President of AllianceBernstein Investor Services, Inc. ("ABIS")**, with which he has been associated since prior to 2013.

AB Funds Other Than SCB, Bernstein and AMMAF
Portfolio	Michael J. Downey	William H. Foulk, Jr.	Nancy P. Jacklin	Robert M. Keith	Carol C. McMullen	Garry L. Moody	Marshall C. Turner, Jr.	Earl D. Weiner

AB Bond Fund, Inc.
-AB All Market Real Return Portfolio	$10,001-$50,000	None	$10,001-$50,000	None	None	None	None	None
-AB Bond Inflation Strategy	None	None	$10,001-$50,000	None	None	None	Over $100,000	None
-AB FlexFee High Yield Portfolio	None	None	None	None	None	None	None	None

SCB, Bernstein and AMMAF
Portfolio	Kathleen Fisher	Bart Friedman	R. Jay Gerken	William Kristol	Debra Perry	Donald K. Peterson

Bernstein Fund, Inc.
-International Strategic Equities Portfolio	$50,001-$100,000	None	None	None	None	None
-International Small Cap Portfolio	$10,001-$50,000	None	None	None	None	None
-Small Cap Core Portfolio	$50,001-$100,000	None	None	None	None	None

Sanford C. Bernstein Fund, Inc.
-California Municipal Portfolio	None	None	None	None	None	None
-Diversified Municipal Portfolio	None	None	None	Over $100,000	None	None
-Emerging Markets Portfolio	Over $100,000	Over $100,000	Over $100,000	None	$10,001 -$50,000	Over $100,000
-Intermediate Duration Portfolio	None	None	None	None	None	None
-New York Municipal Portfolio	Over $100,000	None	None	None	None	None
-International Portfolio	None	None	None	None	None	None
-Overlay A Portfolio	None	None	None	None	None	None
-Overlay B Portfolio	None	None	None	None	None	None
-Short Duration Diversified Municipal Portfolio	None	None	Over $100,000	Over $100,000	None	None
- Short Duration Plus Portfolio	None	None	None	None	None	None
-Tax-Aware Overlay A Portfolio	None	None	None	None	None	None
-Tax-Aware Overlay B Portfolio	None	None	None	None	None	None
-Tax-Aware Overlay C Portfolio	None	None	None	None	None	None
-Tax-Aware Overlay N Portfolio	None	None	None	None	None	None
-Tax-Managed International Portfolio	Over $100,000	Over $100,000	Over $100,000	None	Over $100,000	None

AB Multi-Manager Alternative Fund	None	None	None	None	None	None

Aggregate Dollar Range of Equity Securities in ~~a Portfolio AllianceBernstein~~the Funds in the Fund Complex ~~Director~~ as of ~~August 12, 2005 as of August 12, 2005 --------------------- ------------------------------------------------ ------------------------------~~ ~~~~Ruth Block For each Portfolio None~~ July 13, 2018~~	Over $100,000 ~~David H. Dievler For each Portfolio None~~	Over $100,000 ~~John H. Dobkin For each Portfolio None~~	Over $100,000	Over $100,000	Over $100,000 ~~Michael J. Downey For each Portfolio None~~	Over $100,000 William H. Foulk, Jr. For each Portfolio None Over $100,000 D. James Guzy For each Portfolio None $10,001-$50,000 Marc O. Mayer For each Portfolio None Over $100,000 Marshall C. Turner For each Portfolio None Over $100,000

SCB and Bernstein
Portfolio	Kathleen Fisher	Bart Friedman	R. Jay Gerken	William Kristol	Debra Perry	Donald K. Peterson

Bernstein Fund, Inc.
-International Strategic Equities Portfolio	$0	$12,082	$9,878	$9,878	$10,606	$11,092
-International Small Cap Portfolio	$0	$5,827	$4,780	$4,780	$5,129	$5,364
-Small Cap Core Portfolio	$0	$5,924	$4,868	$4,868	$5,221	$5,455

Sanford C. Bernstein Fund, Inc.
-California Municipal Portfolio	$0	$9,200	$7,565	$7,565	$8,110	$8,475
-Diversified Municipal Portfolio	$0	$51,160	$42,072	$42,072	$45,107	$47,127
-Emerging Markets Portfolio	$0	$10,295	$8,455	$8,455	$9,068	$9,475
-Intermediate Duration Portfolio	$0	$25,114	$20,652	$20,652	$22,140	$23,132
-New York Municipal Portfolio	$0	$13,274	$10,918	$10,918	$11,704	$12,230
-International Portfolio	$0	$11,453	$9,406	$9,406	$10,086	$10,540
-Overlay A Portfolio	$0	$15,465	$12,709	$12,709	$13,629	$14,243
-Overlay B Portfolio	$0	$9,005	$7,405	$7,405	$7,939	$8,295
-Short Duration Diversified Municipal Portfolio	$0	$1,197	$984	$984	$1,056	$1,104
- Short Duration Plus Portfolio	$0	$2,258	$1,859	$1,859	$1,992	$2,080
-Tax-Aware Overlay A Portfolio	$0	$31,651	$26,011	$26,011	$27,893	$29,155
-Tax-Aware Overlay B Portfolio	$0	$14,067	$11,566	$11,566	$12,400	$12,956
-Tax-Aware Overlay C Portfolio	$0	$4,130	$3,395	$3,395	$3,639	$3,804
-Tax-Aware Overlay N Portfolio	$0	$3,358	$2,761	$2,761	$2,960	$3,093
-Tax-Managed International Portfolio	$0	$26,722	$21,954	$21,954	$23,542	$24,599

Compensation from the Fund Complex, including the Funds, during 2017	$0	$ 250,000	$205,000	$205,000	$220,000	$230,000

Bernstein and SCB
	Kathleen Fisher	Bart Friedman	R. Jay Gerken	William Kristol	Debra Perry	Donald K. Peterson
Number of Investment Companies in the Fund Complex, including the Funds, as to which the Director is a Director or Trustee	2	2	2	2	2	2
Number of Investment Portfolios within the Fund Complex, including the Funds, as to which the Director is a Director or Trustee	18	18	18	18	18	18

AMMAF
Portfolio	Christopher J. Bricker	Lawrence D. Haber	Jeanette Loeb	Carter F. Wolfe

AB Multi-Manager Alternative Fund	$0	$48,000	$43,000	$53,000

Fund	Fiscal Year	Audit Fees	Audit-Related Fees	Tax Fees	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 Bond Fund, Inc.
AB All Market Real Return Portfolio	2016	$79,481	$28	$38,778	$474,626	$38,806 $(28) $(38,778)
AB All Market Real Return Portfolio	2017	$79,481	$47	$40,467	$763,629	$40,514 $(47) $(40,467)

		Very truly yours,

		ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.

		By:
			Name:
			Title:

Fund	Annual Percentage Rate

AB Wealth Appreciation Strategy	0.65% on the first $2.5 billion 0.55% on the next $2.5 billion 0.50% thereafter

AB Tax-Managed Wealth Appreciation Strategy	0.65% on the first $2.5 billion 0.55% on the next $2.5 billion 0.50% thereafter
AB All Market Total Return Portfolio	0.55% on the first $2.5 billion 0.45% on the next $2.5 billion 0.40% thereafter

AB Tax-Managed All Market Income Portfolio	0.55% on the first $2.5 billion 0.45% on the next $2.5 billion 0.40% thereafter

AB Conservative Wealth Strategy	0.55% on the first $2.5 billion 0.45% on the next $2.5 billion 0.40% thereafter

AB Growth Fund	0.75% on the first $2.5 billion 0.65% on the next $2.5 billion 0.60% thereafter

Portfolio		Annual Percentage of Average Daily Net Assets of Each Portfolio
Short Duration Diversified Municipal Portfolio		0.30% of the first $750 million; 0.25% of assets in excess of $750 million

Short Duration Plus Portfolio		0.35% of the first $750 million; 0.30% of assets in excess of $750 million

New York Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion

California Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion

Diversified Municipal Portfolio		0.425% of the first $1 billion; 0.375% in excess of $1 billion up to, but not exceeding $3 billion; 0.325% in excess of $3 billion up to, but not exceeding $5 billion; 0.275% in excess of $5 billion up to, but not exceeding $7 billion; 0.225% of assets in excess of $7 billion

Portfolio		Annual Percentage of Average Daily Net Assets of Each Portfolio
Intermediate Duration Portfolio	0.45% of the first $2.5 billion; 0.40% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.35% in excess of $5 billion up to, but not exceeding $8 billion; 0.30% of assets in excess of $8 billion

Tax-Managed International Portfolio	0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion

International Portfolio	0.75% of the first $2.5 billion; 0.65% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.60% in excess of $5 billion

Emerging Markets Portfolio	0.95% of the first $2.5 billion; 0.90% in excess of $2.5 billion up to, but not exceeding $5 billion; 0.85% in excess of $5 billion

Overlay A Portfolio	0.90% of the first $5 billion; 0.875% in excess of $5 billion

Tax-Aware Overlay A Portfolio	0.90% of the first $5 billion; 0.875% in excess of $5 billion

Overlay B Portfolio	0.65%

Tax-Aware Overlay B Portfolio	0.65%

Tax-Aware Overlay C Portfolio	0.65%

Tax-Aware Overlay N Portfolio	0.65%


Name of Portfolio		Advisory Fee
International Small Cap Portfolio		1.00% of the Portfolio's average net assets.

International Strategic Equities Portfolio		0.75% of the first $2.5 billion of the Portfolio's average net assets; 0.65% of the excess over $2.5 billion up to $5 billion; and 0.60% of the excess of the Portfolio's average net assets over $5 billion.

Small Cap Core Portfolio		0.80% of the Portfolio's average net assets.

Fund	Date of Agreement	Date of Last Stockholder Approval	Annual Rate of Advisory Fee	Annual Rate at Which Advisory Fees were Paid	Aggregate Amount of Management Fees Paid to Adviser ($)	Net Assets ($)	Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract?
AB All China Equity Portfolio	July 25, 2018	July 25, 2018	.95% of average daily net assets	N/A	N/A	N/A	Y
AB All Market Alternative Return Portfolio	March 4, 2015	March 4, 2015	.75% of average daily net assets	0.62%	759,873	229,318,877	Y
AB Concentrated Growth Fund	March 1, 2014	February 27, 2014	0.80% of average daily net assets	0.80%	2,866,411	407,889,343	Y
AB Concentrated International Growth Portfolio	April 15, 2015	April 15, 2015	0.85% of average daily net assets	0.00%	0	32,640,624	Y
AB Emerging Markets Core Portfolio	September 9, 2015	September 9, 2015	0.95% of the first $2.5 billion of average daily net assets 0.90% of the next $2.5 billion up to $5 billion of average daily net assets 0.85% of the excess over $5 billion of average daily net assets	0.00%	0	5,425,118	Y
AB FlexFee Core Opportunities Portfolio	June 28, 2017	June 28, 2017	.55% of average daily net assets¹	0.00%	0	1,105,437	Y

Fund	Fiscal Year Ended	Amount Reimbursed for Administrative Services ($)	Amount Waived by the Adviser ($)
AB Bond Fund, Inc.
AB All Market Real Return Portfolio	10/31/2017	64,763	0
AB Bond Inflation Strategy	10/31/2017	64,905	0
AB FlexFee High Yield Portfolio	10/31/2017	76,174	70,147
AB FlexFee International Bond Portfolio	12/31/2017	31,656	31,656
AB Income Fund	10/31/2017	65,061	0
AB Intermediate Bond Portfolio	10/31/2017	63,860	63,860
AB Limited Duration High Income Portfolio	9/30/2017	64,100	0
AB Municipal Bond Inflation Strategy	10/31/2017	65,428	0
AB Tax-Aware Fixed Income Portfolio	10/31/2017	64,579	64,579

AB Cap Fund, Inc.
AB All China Equity Portfolio	N/A	N/A	N/A
AB All Market Alternative Return Portfolio	10/31/2017	93,466	58,095
AB All Market Income Portfolio	11/30/2017	64,442	64,442
AB Concentrated Growth Fund	6/30/2017	49,738	0
AB Concentrated International Growth Portfolio	6/30/2017	64,995	64,995
AB Emerging Markets Core Portfolio	6/30/2017	60,550	60,550
AB Emerging Markets Multi-Asset Portfolio	3/31/2018	76,019	0
AB FlexFee Core Opportunities Portfolio	7/31/2017	34,807	34,807
AB FlexFee Emerging Markets Growth Portfolio	12/31/2017	36,795	36,795
AB FlexFee International Strategic Core Portfolio	12/31/2017	26,694	26,694
AB FlexFee Large Cap Growth Portfolio	12/31/2017	36,580	36,580
AB FlexFee US Thematic Portfolio	12/31/2017	28,955	28,955
AB Global Core Equity Portfolio	6/30/2017	61,303	0
AB International Strategic Core Portfolio	6/30/2017	63,377	63,377
AB Multi-Manager Select Retirement Allocation Fund	7/31/2017	0	0
AB Multi-Manager Select 2010 Fund	7/31/2017	0	0
AB Multi-Manager Select 2015 Fund	7/31/2017	0	0
AB Multi-Manager Select 2020 Fund	7/31/2017	0	0
AB Multi-Manager Select 2025 Fund	7/31/2017	0	0
AB Multi-Manager Select 2030 Fund	7/31/2017	0	0
AB Multi-Manager Select 2035 Fund	7/31/2017	0	0

Fund	Fiscal Year Ended	Fees Paid to the Distributor ($)	Fees Paid to the Transfer Agent ($)	Affiliated Brokerage Commissions Paid ($)	Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers
AB Bond Fund, Inc.
AB All Market Real Return Portfolio	10/31/2017	1,527,902	191,363	0	0.00%
AB Bond Inflation Strategy	10/31/2017	359,691	133,385	0	0.00%
AB FlexFee High Yield Portfolio	10/31//2017	16,217	19,214	0	0.00%
AB FlexFee International Bond Portfolio	12/31/2017	0	7,827	0	0.00%
AB Income Fund	10/31/2017	309,819	443,882	0	0.00%
AB Intermediate Bond Portfolio	10/31/2017	915,395	209,373	0	0.00%
AB Limited Duration High Income Portfolio	9/30/2017	361,892	52,298	0	0.00%
AB Municipal Bond Inflation Strategy	10/31/2017	638,417	58,789	0	0.00%
AB Tax-Aware Fixed Income Portfolio	10/31/2017	35,047	18,142	0	0.00%

AB Cap Fund, Inc.
AB All China Equity Portfolio	N/A	N/A	N/A	N/A	N/A
AB All Market Alternative Return Portfolio	11/30/2017	123	17,946	0	0.00%
AB All Market Income Portfolio	11/30/2017	10,625	17,996	0	0.00%
AB Concentrated Growth Fund	6/30/2017	260,717	71,324	0	0.00%
AB Concentrated International Growth Portfolio	6/30/2017	125	1,500	0	0.00%
AB Emerging Markets Core Portfolio	6/30/2017	143	5,759	0	0.00%
AB Emerging Markets Multi-Asset Portfolio	3/31/2018	36,816	30,740	0	0.00%
AB FlexFee Core Opportunities Portfolio	12/31/2017	0	615	0	0.00%
AB FlexFee Emerging Markets Growth Portfolio	12/31/2017	0	2,977	0	0.00%
AB FlexFee International Strategic Core Portfolio	12/31/2017	0	1,811	4	0.21%
AB FlexFee Large Cap Growth Portfolio	12/31/2017	0	657	0	0.00%
AB FlexFee US Thematic Portfolio	12/31/2017	0	615	0	0.00%
AB Global Core Equity Portfolio	6/30/2017	7,749	42,816	0	0.00%
AB International Strategic Core Portfolio	6/30/2017	503	12,412	0	0.00%
AB Multi-Manager Select Retirement Allocation Fund	7/31/2017	23,206	17,985	0	0.00%
AB Multi-Manager Select 2010 Fund	7/31/2017	34,576	17,970	0	0.00%

Name and Address	Number of Shares of Class		% of Class

Class A

Charles Schwab & Co. For the Exclusive Benefit of Customers Mutual Fund Operations 211 Main St. San Francisco, CA 94105-1905		328,210		23.95	%

John Hancock Trust Co. LLC Three Rivers Annuity Plan 690 Canton St., Suite 100 Westwood, MA 02090-2324		621,424		45.34	%

Pershing, LLC P.O. Box 2052 Jersey City, NJ 07303-2052		104,213		7.60	%

Class C

Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3^rd Floor Jersey City, NJ 07311		28,142		16.72	%

National Financial Services, LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 499 Washington Blvd., 4^th Floor Jersey City, NJ 07310		13,346		7.93	%

Pershing, LLC P.O. Box 2052 Jersey City, NJ 07303-2052		13,473		8.01	%

Class A

Ascensus Trust Company Teagle Optometry Glendale, LLC D.E.T. Valencia, CA 91355-2828	42,713	13.07	%

Great-West Trust Company LLC TTEE F Northwest Research Inc. 401K 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002	46,744	14.30	%

Pershing LLC PO Box 2052 Jersey City NJ 07303-2052	16,535	5.06	%

Reliance Trust Company FBO Wenco P.O. Box 28004 Atlanta, GA 30358-0004	21,438	6.56	%

Class C

Ascensus Trust Company Teagle Optometry Glendale, LLC I.M. Los Angeles, CA 90006-4524	3,289	7.59	%

Mid Atlantic Trust Co. FBO IT Data Inc. 401(K) 1251 Waterfront Pl., Ste. 525 Pittsburgh, PA 15222-4228	9,335	21.54	%

Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	15,497	35.76	%

Stifel Nicolaus & Co. Inc. J.C.T. 501 N. Broadway, Fl. 8 Saint Louis, MO 63102-2137	2,964	6.84	%

Class A

Great-West Trust Company LLC TTEE F Northwest Research Inc. 401K 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002	96,586	37.28	%

Class C

Ascensus Trust Company C/F L.J.B. IRA Rollover 52 Crescent Rd. Madison, NJ 07940-2565	2,968	15.40	%

Ascensus Trust Company C/F P.B. Dec'd FBO L.J.B. IRA Madison, NJ 07940-2565	4,864	25.24	%

Class A

Gerlach & Co. LLC / Citibank Open WE0 3800 Citigroup Center Bldg. B3-14 Tampa, FL 33610	10,330	9.13	%

Great-West Trust Company LLC TTEE F Northwest Research Inc. 401K 8515 East Orchard Road, #2T2 Greenwood Village, CO 80111-5002	21,293	18.82	%

Matrix Trust Company Cust. FBO Oregon Screen Impressions Inc. 717 17th St., Ste. 1300 Denver, CO 80202-3304	5,827	5.15	%

Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	17,659	15.61	%

Class C

Ascensus Trust Company C/F C.O. IRA Rollover Bel Air, MD 21014-3320	2,080	25.41	%

Class A

Charles Schwab & Co. Inc. Special Custody Account FBO Customers Attn: Mutual Fund Operations 211 Main Street San Francisco, CA 94105-1905	35,232	5.02	%

MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East 2nd Floor Jacksonville, FL 32246-6484	45,156	6.43	%

National Financial Services LLC For the Exclusive Benefit of Our Customers 499 Washington Blvd., 4th Floor Jersey City, NJ 07310	54,234	7.73	%

Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	204,202	29.09	%

UBS WM USA Omni Account M/F Attn: Department Manager SPEC CDY A/C EBOC UBSFSI 1000 Harbor Boulevard, 5th Floor Weehawken, NJ 07086-6761	54,957	7.83	%

Name and Address	Number of ~~Beneficial Owner ------------------------------------~~ Americas Government Income Portfolio Class A American International Life Insurance Company of New York ATTN: Ed Bacon 600 N. King Street Wilmington, DE 19801-3708 Amount of Ownership 300,137 PercentageShares of Class ~~8.38% AIG Life Insurance Company ATTN: Ed Bacon 600~~	% of Class

AllianceBernstein L.P. Attn: Brett Mather-Seed Account 1 N. King Street Wilmington, DE 19801-3722 Amount of Ownership 3,153,435 Percentage of Class 88.09% Class B Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 882,833 Percentage of Class 99.43% Balanced Wealth Strategy Portfolio Class A Alliance Capital Management LP ATTN: Controller 1345Lexington Avenue ~~of the Americas New York,~~ White Plains, NY 10105-0302 Amount of Ownership 855,997 Percentage of Class 100% Class B Hartford Life and Annuity 200 Hopmedow Street P.O. Box 2999 Hartford, CT 06104-2999 Amount of Ownership 325,694 Percentage of Class 7.15% Anchor National Life Insurance Company P.O. Box 54299 Los Angeles, CA 90054-0299 Amount of Ownership 4,075,565 Percentage of Class 89.43% 10601-1712			100	%

Name and Address	Number of Shares of Class		% of Class

Class A

MLPF&S For the Sole Benefit of Its Customers Attn: Fund Admin. 4800 Deer Lake Dr. East, 2^nd Floor Jacksonville, FL 32246-6484		24,557,986		10.67	%

Class A

MLPF&S for the Sole Benefit of its Customers Attn: Fund Admin 4800 Deer Lake Drive East, 2^nd Floor Jacksonville, FL 32246-6484	933,683	9.61	%

Morgan Stanley Smith Barney Harborside Financial Center Plaza II, 3^rd Floor Jersey City, NJ 07311	893,847	9.20	%

National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 499 Washington Blvd., 4^th Floor Jersey City, NJ 07310	619,159	6.38	%

Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052	506,514	5.22	%

Wells Fargo Clearing Services LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523	775,564	7.99	%