Ab Corporate Shares NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-21497

ALLIANCEBERNSTEIN CORPORATE SHARES

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: April 30, 2013

Date of reporting period: October 31, 2012

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMI-ANNUAL REPORT

AllianceBernstein

Corporate Income Shares

October 31, 2012

Semi-Annual Report

LOGO

Investment Products Offered

•

Are Not FDIC Insured

•

May Lose Value

•

Are Not Bank Guaranteed

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

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

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 18, 2012

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Corporate Income Shares (the “Fund”) for the semi-annual reporting period ended October 31, 2012. Please note, shares of this Fund are offered exclusively through registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”).

Investment Objective and Policies

The Fund’s investment objective is high current income. The Fund invests, under normal circumstances, at least 80% of its net assets in U.S. corporate bonds. The Fund may also invest in U.S. government securities (other than U.S. government securities that are mortgage-backed or asset-backed securities), repurchase agreements and forward contracts relating to U.S. government securities. The Fund normally invests all of its assets in securities that are rated, at the time of purchase, at least BBB- or the equivalent. The Fund will not invest in unrated corporate debt securities. The Fund has the flexibility to invest in long- and short-term fixed-income securities. In making decisions about whether to buy or sell securities, the Fund will consider, among other things, the strength of certain sectors of the fixed-income market relative to others, interest rates and other general market conditions and the credit quality of individual issuers. The Fund also may invest in convertible debt securities; invest up to 10% of its assets in inflation-protected securities; invest up to 5% of its net assets in preferred stock; purchase and

sell interest rate futures contracts and options; enter into swap transactions; invest in zero coupon securities and “payment-in-kind” debentures; make secured loans of portfolio securities; and invest in U.S. dollar-denominated fixed-income securities issued by non-U.S. companies.

Investment Results

The table on page 4 shows the Fund’s performance compared to its benchmark, the Barclays Capital (“BC”) U.S. Credit Bond Index, for the six- and 12-month periods ended October 31, 2012.

The Fund generated strong absolute returns and outperformed its benchmark for both periods. For the six-month period, corporate security selection was the primary positive driver, helped by selection within the Fund’s bank, finance, electric, telecommunications and basic industries holdings. An underweight to the non-corporate portion of the credit benchmark was also a significant positive, as corporate securities outperformed non-corporates. Within the Fund’s industry allocation, an overweight to banks added to relative returns. Yield curve positioning, specifically an overweight in the 10-year area of the curve where yields declined most, contributed positively. An allocation to Treasuries, which underperformed credit during the six-month period, detracted.

For the 12-month period, similar attributes helped, specifically an overweight to banks, an underweight to non-corporates and yield curve


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			1

positioning. Additionally, security selection in the Fund’s basic, electric, finance and energy holdings, as well as exposure to high-yield corporates, contributed positively. An allocation to Treasuries detracted for the 12-month period as well.

The Fund did not utilize derivatives during the six- or 12-month periods.

Market Review and Investment Strategy

Volatility continued during the six-month period ended October 31, 2012, as global markets remained correlated with ongoing European debt sentiment and perceptions of the overall health of the global economy. Swings between “risk-on” and “risk off” reflected uncertainty created by the protracted sovereign debt crisis in Europe, a looming fiscal policy crisis in the U.S., and questions as to whether emerging-market economies such as China and Brazil were headed for a hard or soft economic landing.

the period, helped by the European Central Bank’s announcement of a bond purchase program to support financial market stability in the euro area. A third round of quantitative easing by the U.S. Federal Reserve was also positive for broad-market sentiment. Federal Reserve officials additionally indicated that the current low-interest-rate regime would likely last until the middle of 2015; previously, it had been expected to run to the end of 2014.

Against the backdrop of a low-rate environment and positive credit fundamentals, the benchmark returned a solid 5.86% for the
6-month period. Within the corporate universe, financials, led by banks, outperformed. Despite a narrowing of spreads during the period, corporate bonds remained fairly valued, and fundamentals and supply/demand factors remained positive, in the Corporate Income Shares Investment Team’s (the “Team’s”) view. In the U.S., for the most part, company balance sheets remained solid and earnings, although somewhat softer, remained positive. Additionally, the Team expects nongovernment net new issuance to fall well below the level seen in 2011. In a low-yield environment, this points to continued demand for corporate debt, in the Team’s view.


2		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

DISCLOSURES AND RISKS

Benchmark Disclosure

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

A Word About Risk

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

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

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

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

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

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

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

These risks are fully discussed in the Fund’s prospectus.

An Important Note About Historical Performance

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

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


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			3

Disclosures and Risks

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Corporate Income Shares*		7.17%		11.05%

BC U.S. Credit Bond Index		5.86%		9.71%

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the performance of the Fund for the six- and 12-month periods ended October 31, 2012 by 0.03%. Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2012
	NAV Returns

1 Year		11.05	%
5 Years		8.95	%
Since Inception*		7.99	%


SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns

1 Year		10.69	%
5 Years		8.84	%
Since Inception*		7.87	%

The prospectus fee table shows the fees and the Total Fund Operating Expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

Inception date: 12/11/2006.

See Disclosures, Risks and Note about Historical Performance on page 3.


4		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Historical Performance

FUND EXPENSES

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value May 1, 2012		Ending Account Value October 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Actual	$	1,000	$	1,071.70	$	0		0.00	%
Hypothetical**	$	1,000	$	1,025.07	$	0		0.00	%

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

Assumes 5% return before expenses.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			5

Fund Expenses

PORTFOLIO SUMMARY

October 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $44.5

LOGO

All data are as of October 31, 2012. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The issuer classifications presented herein are based on the Barclays Capital Fixed Income Indices developed by Barclays Capital. The Portfolio components are divided either into duration, country, bond ratings or corporate sectors as classified by Barclays Capital. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.


6		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio Summary

PORTFOLIO OF INVESTMENTS

October 31, 2012 (unaudited)


	Principal Amount (000)		U.S. $ Value


CORPORATES - INVESTMENT GRADES – 88.8%
Industrial – 44.0%
Basic – 4.9%
Air Products & Chemicals, Inc. 3.00%, 11/03/21	$	40	$	41,977
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		90		94,723
ArcelorMittal 6.125%, 6/01/18		113		112,626
Barrick Gold Corp. 3.85%, 4/01/22		117		124,739
Dow Chemical Co. (The) 4.125%, 11/15/21		80		87,445
5.25%, 11/15/41		60		68,626
7.375%, 11/01/29		95		127,414
Ecolab, Inc. 4.35%, 12/08/21		94		106,785
5.50%, 12/08/41		50		62,483
EI du Pont de Nemours & Co. 3.625%, 1/15/21		110		121,467
Georgia-Pacific LLC 5.40%, 11/01/20^(a)		50		59,343
8.00%, 1/15/24		100		140,396
Gerdau Trade, Inc. 5.75%, 1/30/21^(a)		100		111,550
International Paper Co. 4.75%, 2/15/22		100		113,868
7.95%, 6/15/18		150		195,058
Lubrizol Corp. 8.875%, 2/01/19		34		47,947
Newmont Mining Corp. 3.50%, 3/15/22		230		237,143
Praxair, Inc. 3.25%, 9/15/15		110		117,769
Vale Overseas Ltd. 6.25%, 1/11/16		100		113,322
Vale SA 5.625%, 9/11/42		100		107,130

				2,191,811

Capital Goods – 3.9%
BAE Systems PLC 4.75%, 10/11/21^(a)		30		33,747
Boeing Co. (The) 5.875%, 2/15/40		90		126,684
Caterpillar, Inc. 3.90%, 5/27/21		140		158,993
CRH America, Inc. 5.30%, 10/15/13		130		134,839


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			7

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


General Dynamics Corp. 3.875%, 7/15/21	$	50	$	56,653
General Electric Co. 5.25%, 12/06/17		150		177,727
Goodrich Corp. 3.60%, 2/01/21		55		60,485
Ingersoll-Rand Global Holding Co., Ltd. 9.50%, 4/15/14		135		151,173
John Deere Capital Corp. 3.15%, 10/15/21		189		203,887
Lockheed Martin Corp. 3.35%, 9/15/21		160		169,882
Owens Corning 9.00%, 6/15/19		160		203,540
Republic Services, Inc. 3.55%, 6/01/22		145		153,623
Textron Financial Corp. 5.40%, 4/28/13		95		96,959

				1,728,192

Communications - Media – 5.6%
CBS Corp. 3.375%, 3/01/22		176		184,981
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		110		166,482
COX Communications, Inc. 5.875%, 12/01/16^(a)		135		159,212
DirecTV Holdings LLC/DirecTV Financing Co., Inc.
3.80%, 3/15/22		135		140,659
4.75%, 10/01/14		155		166,447
5.00%, 3/01/21		110		125,085
Grupo Televisa SAB 6.00%, 5/15/18		100		119,475
NBCUniversal Media LLC 4.375%, 4/01/21		125		143,115
News America, Inc. 3.00%, 9/15/22^(a)		110		112,110
4.50%, 2/15/21		70		79,980
8.875%, 4/26/23		125		169,824
Omnicom Group, Inc. 6.25%, 7/15/19		115		142,338
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		75		100,512
TCI Communications, Inc. 7.875%, 2/15/26		150		216,881
Time Warner Cable, Inc. 4.50%, 9/15/42		100		102,754
5.50%, 9/01/41		25		29,175


8		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


5.875%, 11/15/40	$	30	$	36,511
6.55%, 5/01/37		39		50,764
6.75%, 7/01/18		125		158,241
WPP Finance UK 8.00%, 9/15/14		100		111,657

				2,516,203

Communications - Telecommunications – 4.9%
American Tower Corp. 4.50%, 1/15/18		40		44,295
7.25%, 5/15/19		100		122,459
Ameritech Capital Funding Corp. 6.55%, 1/15/28		130		151,501
AT&T, Inc.
3.00%, 2/15/22		200		212,562
3.875%, 8/15/21		230		261,853
British Telecommunications PLC 9.625%, 12/15/30^(b)		75		122,466
Cellco Partnership/Verizon Wireless Capital LLC 8.50%, 11/15/18		55		76,666
Deutsche Telekom International Finance BV 2.25%, 3/06/17^(a)		150		153,655
France Telecom SA 4.125%, 9/14/21		80		89,354
Qwest Corp. 6.75%, 12/01/21		130		155,483
Telefonica Emisiones SAU 5.462%, 2/16/21		140		142,275
United States Cellular Corp. 6.70%, 12/15/33		25		26,204
Verizon Communications, Inc.
3.50%, 11/01/21		150		166,264
6.25%, 4/01/37		60		83,676
Verizon New York, Inc. Series B 7.375%, 4/01/32		290		391,003

				2,199,716

Consumer Cyclical - Automotive – 1.7%
Ford Motor Co. 6.50%, 8/01/18		125		142,656
Ford Motor Credit Co. LLC 5.00%, 5/15/18		375		413,641
Harley-Davidson Funding Corp. 5.75%, 12/15/14^(a)		60		65,932
Johnson Controls, Inc. 5.50%, 1/15/16		105		119,586

				741,815


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			9

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Entertainment – 1.0%
Time Warner, Inc.
3.40%, 6/15/22	$	110	$	117,575
4.70%, 1/15/21		60		69,695
6.25%, 3/29/41		130		168,417
Viacom, Inc. 6.25%, 4/30/16		75		87,851

				443,538


Consumer Cyclical - Other – 0.2%
Marriott International, Inc./DE 3.00%, 3/01/19		101		103,278


Consumer Cyclical - Restaurants – 0.5%
McDonald’s Corp.
2.625%, 1/15/22		90		95,199
5.35%, 3/01/18		50		61,230
Yum! Brands, Inc. 3.875%, 11/01/20		60		64,964

				221,393

Consumer Cyclical - Retailers – 2.3%
AutoZone, Inc. 5.50%, 11/15/15		110		124,974
CVS Caremark Corp.
5.75%, 5/15/41		100		129,532
6.60%, 3/15/19		100		129,031
Home Depot, Inc. (The)
5.40%, 9/15/40		80		103,286
5.875%, 12/16/36		30		40,559
Kohl’s Corp. 6.25%, 12/15/17		85		104,580
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22		223		245,074
Wal-Mart Stores, Inc. 4.25%, 4/15/21		140		165,483

				1,042,519

Consumer Non-Cyclical – 6.1%
Abbott Laboratories 4.125%, 5/27/20		185		215,904
Ahold Finance USA LLC 6.875%, 5/01/29		75		96,459
Altria Group, Inc.
4.75%, 5/05/21		130		150,591
9.25%, 8/06/19		22		31,046
9.70%, 11/10/18		26		37,082
Bristol-Myers Squibb Co.
5.45%, 5/01/18		20		24,449
5.875%, 11/15/36		52		68,370


10		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


Coca-Cola Co. (The) 3.30%, 9/01/21	$	145	$	161,589
Colgate-Palmolive Co. 1.30%, 1/15/17		40		40,715
Express Scripts Holding Co. 3.50%, 11/15/16^(a)		60		64,881
General Mills, Inc.
3.15%, 12/15/21		75		79,923
5.70%, 2/15/17		60		71,045
Hershey Co. (The) 1.50%, 11/01/16		148		151,971
Kimberly-Clark Corp.
2.40%, 3/01/22		80		81,571
6.125%, 8/01/17		30		37,342
Kraft Foods Group, Inc. 1.625%, 6/04/15^(a)		165		168,342
Kroger Co. (The) 3.40%, 4/15/22		59		62,958
Laboratory Corp. of America Holdings 2.20%, 8/23/17		25		25,766
Lorillard Tobacco Co. 2.30%, 8/21/17		107		108,414
McKesson Corp. 7.50%, 2/15/19		105		136,485
Mondelez International, Inc. 6.50%, 2/09/40		100		140,965
PepsiCo, Inc. 3.00%, 8/25/21		280		300,484
Procter & Gamble Co. (The)
5.80%, 8/15/34		55		74,838
6.45%, 1/15/26		20		27,377
Reynolds American, Inc. 3.25%, 11/01/22		61		61,697
Tyson Foods, Inc. 4.50%, 6/15/22		86		91,160
Watson Pharmaceuticals, Inc. 3.25%, 10/01/22		49		50,494
Wyeth 6.00%, 2/15/36		100		137,723

				2,699,641

Energy – 6.9%
Anadarko Petroleum Corp.
5.95%, 9/15/16		205		238,131
6.45%, 9/15/36		80		102,895
Apache Corp. 5.625%, 1/15/17		135		160,736
ConocoPhillips 6.00%, 1/15/20		160		204,085


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			11

Portfolio of Investments


		Principal Amount (000)		U.S. $ Value


ConocoPhillips Holding Co. 6.95%, 4/15/29		$	116	$	167,102
Encana Corp. 3.90%, 11/15/21			200		215,685
Hess Corp.
5.60%, 2/15/41			40		48,132
7.875%, 10/01/29			64		92,026
Nabors Industries, Inc. 9.25%, 1/15/19			64		85,869
Nexen, Inc. 7.50%, 7/30/39			125		179,333
Noble Energy, Inc.
4.15%, 12/15/21			60		66,139
8.25%, 3/01/19			98		130,043
Noble Holding International Ltd. 4.90%, 8/01/20			90		103,497
Petro-Canada 6.05%, 5/15/18			245		300,783
Phillips 66 4.30%, 4/01/22^(a)			185		207,511
Talisman Energy, Inc. 7.75%, 6/01/19			40		51,598
Transocean, Inc.
6.375%, 12/15/21			100		121,683
6.50%, 11/15/20			90		109,343
Valero Energy Corp.
6.125%, 2/01/20			120		148,224
6.625%, 6/15/37			27		33,688
9.375%, 3/15/19			65		89,347
Weatherford International Ltd./Bermuda
4.50%, 4/15/22			75		79,846
9.625%, 3/01/19			90		119,233

					3,054,929

Technology – 3.7%
Cisco Systems, Inc. 3.15%, 3/14/17			140		153,527
Google, Inc. 2.125%, 5/19/16			100		105,134
Hewlett-Packard Co.
3.75%, 12/01/20			60		58,342
4.375%, 9/15/21			75		74,123
4.65%, 12/09/21	��		184		184,182
Intel Corp. 4.80%, 10/01/41			100		118,154
Microsoft Corp. 4.20%, 6/01/19			70		82,333
Motorola Solutions, Inc. 3.75%, 5/15/22			130		135,223


12		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


Oracle Corp.
5.00%, 7/08/19	$	105	$	127,618
5.375%, 7/15/40		77		100,279
6.50%, 4/15/38		75		108,090
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22		120		125,971
Xerox Corp.
5.65%, 5/15/13		130		133,391
6.40%, 3/15/16		109		124,454

				1,630,821

Transportation - Airlines – 0.2%
Southwest Airlines Co. 5.25%, 10/01/14		65		69,517


Transportation - Railroads – 1.2%
Canadian Pacific Railway Co. 7.25%, 5/15/19		80		100,095
CSX Corp.
4.40%, 3/01/43		130		138,204
4.75%, 5/30/42		50		55,909
Norfolk Southern Corp. 3.25%, 12/01/21		180		188,506
Union Pacific Corp. 4.00%, 2/01/21		40		45,346

				528,060

Transportation - Services – 0.9%
Asciano Finance Ltd. 5.00%, 4/07/18^(a)		39		42,035
FedEx Corp.
7.375%, 1/15/14		85		91,645
8.00%, 1/15/19		40		53,130
Penske Truck Leasing Co. LP/PTL Finance Corp. 3.75%, 5/11/17^(a)		120		122,526
Ryder System, Inc. 5.85%, 11/01/16		28		31,865
United Parcel Service, Inc. 3.125%, 1/15/21		70		76,001

				417,202

				19,588,635

Financial Institutions – 34.4%
Banking – 21.8%
American Express Bank FSB 5.50%, 4/16/13		135		138,131
American Express Credit Corp. 2.80%, 9/19/16		225		239,592
Bank of America Corp.
5.00%, 5/13/21		270		304,581


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			13

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


5.70%, 1/24/22	$	140	$	166,563
5.875%, 2/07/42		145		178,224
Series 1 3.75%, 7/12/16		250		267,907
Bank of New York Mellon Corp. (The)
1.20%, 2/20/15		100		101,336
1.70%, 11/24/14		130		132,916
3.55%, 9/23/21		70		76,724
Bank One Michigan 8.25%, 11/01/24		140		192,402
Barclays Bank PLC 5.125%, 1/08/20		115		131,095
BB&T Corp.
5.20%, 12/23/15		30		33,610
5.25%, 11/01/19		200		230,140
Bear Stearns Cos. LLC (The) 5.55%, 1/22/17		410		464,708
BNP Paribas / BNP Paribas US Medium-Term Note Program LLC 4.80%, 6/24/15^(a)		100		104,837
BNP Paribas SA 5.00%, 1/15/21		89		98,729
Capital One Bank USA NA 8.80%, 7/15/19		250		332,747
Capital One Financial Corp. 6.15%, 9/01/16		108		123,702
Citigroup, Inc.
4.45%, 1/10/17		150		165,712
4.875%, 5/07/15		170		182,664
5.00%, 9/15/14		155		164,079
5.375%, 8/09/20		200		233,929
5.875%, 1/30/42		65		80,630
Countrywide Financial Corp. 6.25%, 5/15/16		253		278,857
Deutsche Bank Financial LLC 5.375%, 3/02/15		150		158,874
Fifth Third Bancorp
3.50%, 3/15/22		31		32,876
3.625%, 1/25/16		80		86,205
6.25%, 5/01/13		105		107,931
Goldman Sachs Group, Inc. (The)
3.625%, 2/07/16		150		158,786
5.75%, 1/24/22		185		214,762
6.00%, 6/15/20		445		522,454
6.125%, 2/15/33		2		2,278
6.75%, 10/01/37		125		137,652
HSBC Bank USA NA/New York NY 4.625%, 4/01/14		145		152,265


14		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


HSBC Holdings PLC 4.00%, 3/30/22	$	150	$	164,319
JPMorgan Chase & Co.
3.15%, 7/05/16		70		74,118
4.50%, 1/24/22		157		177,378
4.95%, 3/25/20		120		137,835
KeyBank NA 5.80%, 7/01/14		250		268,855
Morgan Stanley
5.50%, 7/24/20		450		496,747
5.625%, 9/23/19		100		111,047
Series G 5.50%, 7/28/21		30		33,343
PNC Bank NA 4.875%, 9/21/17		400		461,532
Royal Bank of Scotland PLC (The) 4.375%, 3/16/16		70		76,180
Santander Holdings USA, Inc. 3.00%, 9/24/15		99		100,895
SouthTrust Corp. 5.80%, 6/15/14		145		155,259
State Street Corp. 5.375%, 4/30/17		95		112,204
SunTrust Banks, Inc. 3.60%, 4/15/16		165		176,905
UBS AG/Stamford CT
5.75%, 4/25/18		130		153,413
5.875%, 12/20/17		170		201,159
Unicredit Luxembourg Finance SA 6.00%, 10/31/17^(a)		100		98,251
US Bancorp 2.95%, 7/15/22		100		103,165
Wachovia Bank NA 4.875%, 2/01/15		400		431,908
Wells Fargo & Co. 4.60%, 4/01/21		160		184,201

				9,716,612

Brokerage – 0.1%
Charles Schwab Corp. (The) 4.95%, 6/01/14		50		53,337


Finance – 2.7%
GE Capital Trust I 6.375%, 11/15/67		345		369,581
General Electric Capital Corp.
5.40%, 2/15/17		235		271,090
5.625%, 5/01/18		90		106,905
5.875%, 1/14/38		140		172,372


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			15

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


HSBC Finance Capital Trust IX 5.911%, 11/30/35	$	170	$	169,441
SLM Corp. 5.05%, 11/14/14		110		116,074

				1,205,463

Insurance – 7.2%
Aflac, Inc. 3.45%, 8/15/15		15		16,034
American International Group, Inc.
3.80%, 3/22/17		50		53,941
6.40%, 12/15/20		230		282,463
8.175%, 5/15/58		65		81,088
AON Corp. 3.125%, 5/27/16		65		68,753
Assurant, Inc. 5.625%, 2/15/14		70		72,736
Berkshire Hathaway Finance Corp. 5.40%, 5/15/18		165		198,965
Chubb Corp. (The) 5.75%, 5/15/18		140		173,843
CIGNA Corp. 7.875%, 5/15/27		65		86,664
Coventry Health Care, Inc. 6.30%, 8/15/14		95		103,292
Guardian Life Insurance Co. of America 7.375%, 9/30/39^(a)		42		58,368
Hartford Financial Services Group, Inc.
5.50%, 3/30/20		100		115,864
6.10%, 10/01/41		45		54,624
Lincoln National Corp. 8.75%, 7/01/19		82		108,583
Markel Corp. 7.125%, 9/30/19		59		71,665
Metlife Capital Trust IV 7.875%, 12/15/37^(a)		150		181,111
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(a)		130		188,455
OneBeacon US Holdings, Inc. 5.875%, 5/15/13		38		38,760
Progressive Corp. (The) 6.70%, 6/15/37		62		67,503
Prudential Financial, Inc.
5.15%, 1/15/13		130		131,205
Series B 4.50%, 7/15/13		195		200,312
Swiss Re Solutions Holding Corp. 7.00%, 2/15/26		90		111,827


16		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


UnitedHealth Group, Inc.
3.375%, 11/15/21	$	120	$	128,564
4.875%, 3/15/15		140		153,385
WellPoint, Inc.
5.875%, 6/15/17		20		23,683
7.00%, 2/15/19		210		267,577
XL Group PLC
6.25%, 5/15/27		75		88,216
6.375%, 11/15/24		43		50,795

				3,178,276

REITS – 2.6%
Digital Realty Trust LP 3.625%, 10/01/22		140		140,442
Duke Realty LP 6.75%, 3/15/20		55		67,486
HCP, Inc. 5.65%, 12/15/13		105		110,326
Health Care REIT, Inc.
5.25%, 1/15/22		100		114,192
6.20%, 6/01/16		85		97,517
Hospitality Properties Trust 5.00%, 8/15/22		110		117,517
Kimco Realty Corp.
4.30%, 2/01/18		80		87,997
6.875%, 10/01/19		70		87,367
Realty Income Corp. 5.75%, 1/15/21		160		189,579
Ventas Realty LP / Ventas Capital Corp. 4.25%, 3/01/22		129		138,477

				1,150,900

				15,304,588

Utility – 9.8%
Electric – 5.5%
CenterPoint Energy, Inc. 5.95%, 2/01/17		115		134,313
Consolidated Edison Co. of New York, Inc.
4.45%, 6/15/20		100		117,324
6.65%, 4/01/19		40		51,586
Series 07-A
6.30%, 8/15/37		30		42,371
Constellation Energy Group, Inc. 4.55%, 6/15/15		90		98,140
DTE Energy Co. 6.35%, 6/01/16		130		153,016
Duke Energy Corp. 3.55%, 9/15/21		100		107,178
Enersis SA/Cayman Island 7.40%, 12/01/16		70		83,215


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			17

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


FirstEnergy Corp. Series C 7.375%, 11/15/31	$	107	$	144,643
FirstEnergy Solutions Corp. 6.05%, 8/15/21		140		161,777
Integrys Energy Group, Inc. 6.11%, 12/01/66		120		126,000
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		100		131,476
Nisource Finance Corp.
5.40%, 7/15/14		105		112,144
6.80%, 1/15/19		100		122,432
Oncor Electric Delivery Co. LLC 6.80%, 9/01/18		115		142,231
Pacific Gas & Electric Co.
4.50%, 12/15/41		50		56,092
5.625%, 11/30/17		195		237,582
PacifiCorp 6.00%, 1/15/39		70		96,649
Potomac Electric Power Co. 6.50%, 11/15/37		65		94,073
PPL Capital Funding, Inc. 3.50%, 12/01/22		109		111,923
PSEG Power LLC 4.15%, 9/15/21		23		25,070
System Energy Resources, Inc. 4.10%, 4/01/23		97		98,343

				2,447,578

Natural Gas – 4.3%
AGL Capital Corp. 5.25%, 8/15/19		105		125,893
CenterPoint Energy Resources Corp. 4.50%, 1/15/21		99		113,302
Colorado Interstate Gas Co. LLC 6.80%, 11/15/15		15		17,403
Enbridge Energy Partners LP 4.20%, 9/15/21		100		110,371
Energy Transfer Partners LP
4.65%, 6/01/21		70		77,744
6.70%, 7/01/18		110		135,100
Enterprise Products Operating LLC
5.25%, 1/31/20		150		180,045
Series N 6.50%, 1/31/19		105		133,020
EQT Corp. 8.125%, 6/01/19		80		100,291
Kinder Morgan Energy Partners LP
3.50%, 3/01/16		120		128,494
7.40%, 3/15/31		145		195,087


18		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


ONEOK Partners LP 3.25%, 2/01/16	$	190	$	201,307
Spectra Energy Capital LLC
6.20%, 4/15/18		71		86,452
8.00%, 10/01/19		70		93,562
Spectra Energy Partners LP 4.60%, 6/15/21		75		81,808
Williams Partners LP 5.25%, 3/15/20		115		135,412

				1,915,291

				4,362,869

Non Corporate Sectors – 0.6%
Agencies - Not Government Guaranteed – 0.6%
Petrobras International Finance Co. – Pifco 5.375%, 1/27/21		250		283,514


Total Corporates – Investment Grades (cost $36,555,723)				39,539,606


GOVERNMENTS - TREASURIES – 7.6%
United States – 7.6%
U.S. Treasury Bonds
2.75%, 8/15/42		130		127,360
3.00%, 5/15/42		260		268,572
3.125%, 2/15/42		220		233,200
4.625%, 2/15/40		195		266,723
5.375%, 2/15/31		700		1,008,875
U.S. Treasury Notes
0.625%, 5/31/17-8/31/17		775		773,218
1.625%, 8/15/22		690		686,227


Total Governments – Treasuries (cost $3,259,435)				3,364,175



GOVERNMENTS - SOVEREIGN BONDS – 0.9%
Colombia – 0.3%
Republic of Colombia 6.125%, 1/18/41		100		136,500


Italy – 0.3%
Republic of Italy
5.25%, 9/20/16		100		105,790
6.875%, 9/27/23		20		23,107

				128,897

Peru – 0.3%
Peruvian Government International Bond 6.55%, 3/14/37		100		146,500


Total Governments – Sovereign Bonds (cost $371,534)				411,897


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			19

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


QUASI-SOVEREIGNS – 0.9%
Quasi-Sovereign Bonds – 0.9%
Mexico – 0.9%
Comision Federal de Electricidad 5.75%, 2/14/42^(a)	$	200	$	227,000
Pemex Project Funding Master Trust 6.625%, 6/15/35		140		174,650


Total Quasi-Sovereigns (cost $370,825)				401,650


CORPORATES - NON-INVESTMENT GRADES – 0.3%
Industrial – 0.2%
Basic – 0.2%
Commercial Metals Co. 7.35%, 8/15/18		80		86,000


Financial Institutions – 0.1%
Finance – 0.1%
International Lease Finance Corp. 5.625%, 9/20/13		65		66,869


Total Corporates - Non-Investment Grades (cost $145,549)				152,869


SHORT-TERM INVESTMENTS – 1.1%
Time Deposit – 1.1%
State Street Time Deposit 0.01%, 11/01/12 (cost $500,332)		500		500,332


Total Investments – 99.6% (cost $41,203,398)				44,370,529
Other assets less liabilities – 0.4%				172,133


Net Assets – 100.0%			$	44,542,662

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2012, the aggregate market value of these securities amounted to $2,158,866 or 4.8% of net assets.

(b)

Variable rate coupon, rate shown as of October 31, 2012.

Glossary:

REIT – Real Estate Investment Trust

See notes to financial statements.


20		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2012 (unaudited)


Assets
Investments in securities, at value (cost $41,203,398)	$	44,370,529
Interest receivable		532,697
Receivable for shares of beneficial interest sold		12,159

Total assets		44,915,385

Liabilities
Payable for investment securities purchased		235,407
Payable for shares of beneficial interest redeemed		92,135
Dividends payable		45,181

Total liabilities		372,723

Net Assets	$	44,542,662

Composition of Net Assets
Shares of beneficial interest, at par	$	39
Additional paid-in capital		43,390,616
Undistributed net investment income		74,918
Accumulated net realized loss on investment transactions		(2,090,042	)
Net unrealized appreciation on investments		3,167,131

	$	44,542,662

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 3,915,076 common shares outstanding)	$	11.38

See notes to financial statements.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			21

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended October 31, 2012 (unaudited)


Investment Income
Interest	$	886,119

Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions		988,401
Net change in unrealized appreciation/depreciation of investments		1,237,405

Net gain on investment transactions		2,225,806

Net Increase in Net Assets from Operations	$	3,111,925

See notes to financial statements.


22		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012
Increase in Net Assets from Operations
Net investment income	$	886,119		$	1,512,568
Net realized gain on investment transactions		988,401			573,462
Net change in unrealized appreciation/depreciation of investments		1,237,405			316,495

Net increase in net assets from operations		3,111,925			2,402,525
Dividends to Shareholders from
Net investment income		(886,125	)		(1,512,562	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		(4,531,345	)		16,438,518

Total increase (decrease)		(2,305,545	)		17,328,481
Net Assets
Beginning of period		46,848,207			29,519,726

End of period (including undistributed net investment income of $74,918 and $74,924, respectively)	$	44,542,662		$	46,848,207

See notes to financial statements.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			23

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

October 31, 2012 (unaudited)

NOTE A

Significant Accounting Policies

AllianceBernstein Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust (“Declaration of Trust”) dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offers four separate portfolios: AllianceBernstein Corporate Income Shares (the “Portfolio”), AllianceBernstein Municipal Income Shares, AllianceBernstein Taxable Multi-Sector Income Shares and AllianceBernstein Tax-Aware Real Return Income Shares. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. AllianceBernstein Corporate Income Shares commenced operations on December 11, 2006. AllianceBernstein Municipal Income Shares commenced operations on September 1, 2010. AllianceBernstein Taxable Multi-Sector Income Shares commenced operations on September 15, 2010. AllianceBernstein Tax-Aware Real Return Income Shares commenced operations on May 2, 2011. This report relates only to AllianceBernstein Corporate Income Shares. Prior to the commencement of investment operations on December 11, 2006, the Portfolio had no operations other than the sale to the AllianceBernstein L.P. (“the Adviser”) of 10,000 Portfolio shares for $10 each for the aggregate amount of $100,000 on May 17, 2006.

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

1. Security Valuation

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


24		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Notes to Financial Statements

(“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			25

Notes to Financial Statements

observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.


26		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Notes to Financial Statements

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of October 31, 2012:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Investment Grades

– 0

–

39,539,606

– 0

–

39,539,606

Governments – Treasuries

– 0

–

3,364,175

– 0

–

3,364,175

Governments – Sovereign Bonds

– 0

–

411,897

– 0

–

411,897

Quasi-Sovereigns

– 0

–

401,650

– 0

–

401,650

Corporates – Non-Investment Grades

– 0

–

152,869

– 0

–

152,869

Short-Term Investments

– 0

–

500,332

– 0

–

500,332

Total Investments in Securities

– 0

–

44,370,529

– 0

–

44,370,529

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

– 0

–

44,370,529

– 0

–

44,370,529

Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolios. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable comfort over the accuracy of prices including: 1) periodic vendor due diligence meetings, review methodologies, new developments, process at vendors, 2) daily compare of security valuation versus prior day for all fixed income securities that exceed established thresholds, 3) monthly multi-source pricing compares, reviewed and submitted to the Committee, and 4) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			27

Notes to Financial Statements

In addition, there are several processes outside of the pricing process that are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Taxes

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

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Portfolio pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Portfolio’s operating expenses. The Portfolio is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of a separately managed account, including costs and expenses associated with the Portfolio. The Adviser serves as investment manager and adviser of the Portfolio and continuously furnishes an investment program for the Portfolio and manages, supervises and conducts the affairs of the Portfolio, subject to the supervisions of the Portfolio’s Board of Trustees. The Advisory Agreement provides


28		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Notes to Financial Statements

that the Adviser or an affiliate will furnish, or pay the expenses of the Portfolio for, office space, facilities and equipment, services of executive and other personnel of the Portfolio and certain administrative services.

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

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

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2012 were as follows:


	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	10,666,148	$	16,328,400
U.S. government securities		3,165,211		1,839,086

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:


Gross unrealized appreciation	$	3,203,420
Gross unrealized depreciation		(36,289	)

Net unrealized appreciation	$	3,167,131

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:



	Shares						Amount
	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012			Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012

Shares sold		123,185			2,516,409		$	1,366,306		$	26,905,353

Shares redeemed		(535,029	)		(977,114	)		(5,897,651	)		(10,466,835	)

Net increase (decrease)		(411,844	)		1,539,295		$	(4,531,345	)	$	16,438,518


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			29

Notes to Financial Statements

NOTE E

Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE F

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2013 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal years ended April 30, 2012 and April 30, 2011 were as follows:


	2012		2011
Distributions paid from:
Ordinary income	$	1,512,562	$	1,634,477

Total taxable distributions		1,512,562		1,634,477

Total distributions paid	$	1,512,562	$	1,634,477

As of April 30, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	116,855
Accumulated capital and other losses		(3,071,926	)^(a)
Unrealized appreciation/(depreciation)		1,923,209	)^(b)

Total accumulated earnings/(deficit)	$	(1,031,862	)^(c)

^(a)

On April 30, 2012, the Portfolio had a net capital loss carryforward of $3,051,287. During the fiscal year, the Portfolio utilized $596,441 of capital loss carryforwards to offset current year net realized gains. At April 30, 2012, the Portfolio had a post-October short-term capital loss deferral of $20,639, which is deemed to arise on May 1, 2012.

^(b)

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

^(c)

The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable.


30		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of April 30, 2012, the Portfolio had a net capital loss carryforward of $3,051,287 which will expire as follows:


Short-term Amount	Long-term Amount	Expiration
$ 1,650,514	n/a	2017
1,400,773	n/a	2018

NOTE G

Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE H

Subsequent Events

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


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			31

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30,
	Six Months Ended October 31, 2012 (unaudited)			2012			2011			2010			2009			2008


Net asset value, beginning of period		$ 10.83			$ 10.59			$ 10.30			$ 8.25			$ 9.56			$ 9.89

Income From Investment Operations
Net investment income^(a)		.22			.46			.54			.59			.57			.56
Net realized and unrealized gain (loss) on investment transactions		.55			.27			.29			2.05			(1.31	)		(.33	)

Net increase (decrease) in net asset value from operations		.77			.73			.83			2.64			(.74	)		.23

Less: Dividends
Dividends from net investment income		(.22	)		(.49	)		(.54	)		(.59	)		(.57	)		(.56	)

Net asset value, end of period		$ 11.38			$ 10.83			$ 10.59			$ 10.30			$ 8.25			$ 9.56

Total Return
Total investment return based on net asset value^(b)		7.17	%*		7.02	%		8.28	%		32.72	%		(7.76	)%		2.38	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$44,543			$46,848			$29,520			$34,041			$56,994			$86,830
Ratio to average net assets of:
Net investment income		3.93	%^(c)		4.42	%		5.20	%		6.22	%		6.56	%		5.73	%
Portfolio turnover rate		31	%		91	%		33	%		21	%		26	%		58	%

(a)

Based on average shares outstanding.

(b)

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

(c)

Annualized.

Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended October 31, 2012 by 0.03%.

See notes to financial statements.


32		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

Financial Highlights

BOARD OF TRUSTEES

William H. Foulk, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,

Senior Vice President and Independent Compliance Officer

Douglas J. Peebles, Senior Vice President

Shawn E. Keegan⁽²⁾, Vice President

Joel J. McKoan⁽²⁾, Vice President

Ashish C. Shah⁽²⁾ , Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Custodian and Accounting Agent

State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111

Principal Underwriter

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

Transfer Agent

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

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

(1)

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2)

The day-to-day management of, and investment decisions for, the Trust’s portfolio are made by the Corporate Income Shares Investment Team. Messrs. Shawn E. Keegan, Joel J. McKoan, and Ashish C. Shah are the investment professionals primarily responsible for the day-to-day management of the Trust’s portfolio.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			33

Board of Trustees

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and The AllianceBernstein Corporate Shares (the “Trust”) with respect to AllianceBernstein Corporate Income Shares (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Trust, for the Trustees of the Trust, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 Act (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

Advisory fees charged to institutional and other clients of the Adviser for like services;

Advisory fees charged by other mutual fund companies for like services;

Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

Profit margins of the Adviser and its affiliates from supplying such services;

Possible economies of scale as the Portfolio grows larger; and

Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable

The Senior Officer’s fee evaluation was completed on October 25, 2012 and discussed with the Board of Trustees on November 6-8, 2012.

Future references to the Portfolio do not include “AllianceBernstein.”


34		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

relationship to the services rendered and could not have been the product of arm’s length bargaining” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO’S EXEMPTION FROM ADVISORY FEES OR EXPENSES

The Portfolio pays no advisory fee to the Adviser for receiving the services to be provided pursuant to the Investment Advisory Agreement. The Portfolio is designed to serve the needs of the Adviser’s separately managed account (“SMA”) clients.⁴ Since SMA clients pay their wrap program provider a unitary fee for managing all investments of their portfolio, the Portfolio will not pay an advisory fee. The Adviser will also reimburse the Portfolio for all of its other operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowed money.

The Portfolio’s net assets on September 30, 2012 are set forth below:

Portfolio

9/30/12

Net Assets ($MM)

Corporate Income Shares

44.6

The Portfolio, which offers only one no-load class of shares, is distributed through its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”). Since the Portfolio is reimbursed by the Adviser for its operating expenses, the Portfolio does not have a distribution plan pursuant to Rule 12b-1 under the 40 Act.

I.	ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

Jones v. Harris at 1427.

The SMA clients currently employ the Adviser as one of several investment managers, and compensate the Adviser on the basis of all SMA assets managed, which would include assets of Corporate Income Shares.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			35

services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional client assets due to the greater complexities and time required for investment companies. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the Portfolio is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁵ However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Adviser’s Form ADV that has a similar investment style as the Portfolio.

The Adviser represented that it does provide sub-advisory services to other companies that have a substantially similar investment style as the Portfolio.

The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.


36		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

II.

MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc., an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio to the fees charged to other investment companies for similar services by other investment advisers.⁶^,⁷ Each peer selected by Lipper had a similar fee arrangement as the Portfolio, which is to say that with respect to the Portfolio’s peers, all of their fund expenses, including management fees,⁸ were reimbursed by their respective investment advisers.

As previously noted, the Portfolio does not pay an advisory fee to the Adviser since its SMA clients pay their wrap program provider a unitary fee for managing all investments of their portfolios. In addition, the Adviser reimburses the Portfolio for all of its operating expenses, except certain extraordinary expenses, taxes, brokerage costs and interest on borrowed money.

III.

COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

Only zero fee no-load funds that participated in a wrap fee program were considered for inclusion in the Portfolio’s EG, regardless of the Lipper investment classification/objective of the Funds’ peers. The Portfolio’s EG includes the Portfolio, which is classified by Lipper as “A-rated Corporate Debt”, two BBB-rated Corporate Debt Funds, one Multi-Sector Income Fund, one Short-Intermediate Investment Grade Debt Fund, two U.S. Mortgage Funds, three General Bond Funds, one General & Insured Municipal Debt Fund, one Intermediate Investment-Grade Debt Fund, one Inflation-Protected Bond Fund, two Global Income funds, and one Intermediate Municipal Debt Fund.

“Management Fee” is the fee attributable to the management and bearing of expenses of the funds (not the management of the wrap fee program). In each case, the advisory contract provides for an advisory or management fee of zero.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			37

IV.

PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Portfolio does not pay an advisory fee to the Adviser. However, the Adviser does profit indirectly through the advisory fees that it receives from SMA clients that invest in the Portfolio. The Adviser’s profitability with respect to the Portfolio, which decreased in 2011 relative to 2010, was calculated using a weighted average of the profitability of the SMA clients, in addition to any fund specific revenue or expense items.

AllianceBernstein Investments, Inc. (“ABI”) and AllianceBernstein Investor Services, Inc. (“ABIS”), affiliates of the Adviser, serve as the Portfolio’s underwriter and transfer agent, respectively. The courts have referred to this type of business relationships as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. However, neither ABI nor ABIS receive a fee for serving as the Portfolio’s underwriter and transfer agent.

V.	POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

An independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.


38		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

In February 2008, the independent consultant provided the Board of Trustees an update of the Deli⁹ study on advisory fees and various fund characteristics.¹⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.¹¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI.

NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIO.

With assets under management of approximately $419 billion as of September 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Lipper, shows the 1,3 and 5 year gross performance returns and rankings of the Portfolio relative to its Lipper Performance Universe (“PU”)¹² for the period ended July 31, 2012:


	Portfolio Return (%)		PU Median (%)		PU Rank
Corporate Income Shares
1 Year		8.15		8.50	10/15
3 Year		12.33		9.17	4/12
5 Year		8.33		8.06	5/12

The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

The Portfolio’s PU includes peers with the same Lipper investment classification/objective and load type as the Portfolio.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			39

Set forth below are the 1 and 3 year and since inception net performance returns of the Portfolio (in bold)¹³ versus its benchmark.¹⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁵


	Periods Ending July 31, 2012 Annualized Net Performance
	Annualized
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Volatility (%)		Sharpe (%)		Risk Period (Year)
Corporate Income Shares		8.95		11.96		8.93		7.87		7.58		1.04		5
Barclays Capital U.S. Credit Index		9.87		9.70		8.09		7.18		3.81		2.39		5
Inception Date: December 11, 2006

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the Investment Advisory Agreement for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion with respect to the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: December 3, 2012

The performance returns of the Portfolio were provided Lipper. Lipper maintains its own database that includes the Portfolio’s performance returns.

The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2012.

Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.


40	��	• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Asset Allocation/Multi-Asset Funds

Dynamic All Market Fund

Emerging Markets Multi-Asset Portfolio

International Portfolio

Tax-Managed International Portfolio

Growth Funds

Domestic

Discovery Growth Fund**

Growth Fund

Large Cap Growth Fund

Select US Equity Portfolio

Small Cap Growth Portfolio

U.S. Strategic Research Portfolio

Global & International

Global Thematic Growth Fund

International Discovery Equity Portfolio

International Focus 40 Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Discovery Value Fund**

Equity Income Fund

Growth & Income Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Municipal Bond Funds

Arizona Portfolio

California Portfolio

High Income Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

Municipal Bond

Inflation Strategy

National Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Intermediate Municipal Bond Funds

Intermediate California Portfolio

Intermediate Diversified Portfolio

Intermediate New York Portfolio

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

Alternatives

Global Risk Allocation Fund**

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Real Asset Strategy

Unconstrained Bond Fund

Retirement Strategies


2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,* which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

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

An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

**	Prior to October 8, 2012, Global Risk Allocation Fund was named Balanced Shares. Prior to November 1, 2012, Discovery Growth Fund was named Small/Mid Cap Growth Fund and Discovery Value Fund was named Small/Mid Cap Value Fund.


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			41

AllianceBernstein Family of Funds

NOTES


42		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

NOTES


ALLIANCEBERNSTEIN CORPORATE INCOME SHARES •			43

NOTES


44		• ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

ALLIANCEBERNSTEIN CORPORATE INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

LOGO



CIS-0152-1012

SEMI-ANNUAL REPORT

AllianceBernstein

Taxable Multi-Sector Income Shares

October 31, 2012

Semi-Annual Report

LOGO

Investment Products Offered

•Are Not FDIC Insured

•May Lose Value

•Are Not Bank Guaranteed

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

December 18, 2012

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Taxable Multi- Sector Income Shares (the “Fund”) for the semi-annual reporting period ended October 31, 2012. Please note, shares of this Fund are offered exclusively through registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”).

Investment Objectives and Policies

The Fund’s investment objective is to generate income and price appreciation. The Fund invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Fund may invest in a broad range of securities in both developed and emerging markets. The Fund may invest across all fixed-income sectors, including corporate and U.S. and non-U.S. government securities. The Fund may invest up to 50% of its assets in below investment grade bonds (“junk bonds”). The Fund expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term.

The Fund may invest without limit in U.S. dollar-denominated foreign fixed-income securities and may invest up to 50% of its assets in non-U.S. dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed and emerging market debt securities.

The Fund may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected

securities, structured securities, variable, floating, and inverse floating rate instruments and preferred stock, and may use other investment techniques. The Fund may use leverage for investment purposes. The Fund intends, among other things, to enter into transactions such as reverse repurchase agreements, forward contracts, and dollar rolls. The Fund may invest, without limit, in derivatives, such as options, futures, forwards, or swap agreements.

Currencies can have a dramatic effect on returns of non-U.S. dollar-denominated fixed-income securities, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and fixed-income positions separately and may seek to hedge the currency exposure resulting from the Fund’s fixed-income securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Fund may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			1

credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Barclays Capital (“BC”) U.S. Aggregate ex-Government Bond Index, for the six- and 12-month periods ended October 31, 2012.

The Fund underperformed its benchmark for both periods. During the six-month period ended October 31, 2012, the Fund transitioned to a low-duration, high-grade investment focus which excludes government securities. Prior to the transition, the Fund’s investments focused primarily on corporate holdings. The Fund’s cash positions detracted from performance for both periods; an overweight to the financial sector and exposure to commercial mortgage-backed securities contributed positively.

Derivatives in the form of futures were utilized to manage duration and yield curve positioning during both periods, which had an immaterial impact on performance.

Market Review and Investment Strategy

the protracted sovereign debt crisis in Europe, a looming fiscal policy crisis in the U.S., and questions as to whether emerging market economies such as China and Brazil were headed for a hard or soft economic landing.

Early in the six-month period, the pendulum swung to “risk off” as the European debt crisis intensified, growth in China moderated and the pace of U.S. economic growth showed signs of slowing. Government yields fell significantly, with U.S. Treasury and German bund yields setting new record lows. Markets returned to “risk on” later in the period, helped by the European Central Bank’s announcement of a bond purchase program to support financial market stability in the euro area. A third round of quantitative easing by the U.S. Federal Reserve was also positive for broad-market sentiment. Federal Reserve officials indicated that the current low interest rate regime would likely last until the middle of 2015; previously, it had been expected to run to the end of 2014.

Against the backdrop of a low-rate environment and positive credit fundamentals, U.S. corporates returned a solid 6.34% as measured by Barclays Capital for the six-month period, and outperformed other non-government sectors. Financials, led by banks, outperformed. Despite a narrowing of spreads during the period, corporate bonds remained fairly valued, and fundamentals and supply/demand factors remained positive, in the Global Fixed Income Investment Team and the Global Credit Investment Teams’


2		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

(collectively, the “Teams”) view. In the U.S., company balance sheets remained solid and earnings, although somewhat softer, remained positive. Additionally, non-government net new issuance this year is anticipated to fall well below the level seen in 2011, in the Teams’ view. In a low-yield environment, this points to continued demand for corporate debt. Commercial mortgage-backed

securities also provided solid returns, and spreads continued to tighten as overall fundamentals continued to improve. Asset-backed securities and agency mortgages lagged for the six-month period, despite strong credit fundamentals in most consumer asset-backed sectors, and positive technicals for agency mortgages from the U.S. Federal Reserve’s repurchasing program.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged BC U.S. Aggregate ex-Government Bond Index does not reflect fees and expenses associated with the active management of a fund. The BC U.S. Aggregate ex-Government Bond Index represents the performance of securities within the U.S. investment-grade fixed-rate bond market, with index components for corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

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

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

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Fund’s investments or reduce its returns.

Prepayment Risk: The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of

(Disclosures, Risks and Note about Historical Performance continued on next page)


4		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Fund to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Fund may not be able to realize the rate of return it expected.

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

These risks are fully discussed in the Fund’s prospectus.

An Important Note About Historical Performance

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


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			5

Disclosures and Risks

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2012	NAV Returns
THE FUND VS. ITS BENCHMARK PERIODS ENDED OCTOBER 31, 2012	6 Months		12 Months
AllianceBernstein Taxable Multi-Sector Income Shares		2.13%		5.40%

BC U.S. Aggregate ex-Government Bond Index		3.48%		6.47%


AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2012
	NAV Returns

1 Year		5.40	%
Since Inception*		4.49	%

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns

1 Year		6.41	%
Since Inception*		4.64	%

The Fund’s current prospectus fee table shows the fees and the total fund operating expenses as 0.00% because the Adviser does not charge any fees or expenses and reimburses or pays Fund operating expenses. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

Inception date: 9/15/10.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.


6		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Historical Performance

FUND EXPENSES

(unaudited)

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

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value May 1, 2012		Ending Account Value October 31, 2012		Expenses Paid During Period*			Annualized Expense Ratio*
Actual	$	1,000	$	1,021.30	$	– 0	–		0.00	%
Hypothetical**	$	1,000	$	1,025.21	$	– 0	–		0.00	%

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Fund’s expenses are borne by the Adviser or its affiliates.

Assumes 5% return before expenses.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			7

Fund Expenses

PORTFOLIO SUMMARY

October 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $9.6

LOGO

All data are as of October 31, 2012. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).


8		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio Summary

PORTFOLIO OF INVESTMENTS

October 31, 2012 (unaudited)


	Principal Amount (000)		U.S. $ Value


CORPORATES - INVESTMENT GRADES – 48.1%
Industrial – 28.7%
Capital Goods – 3.2%
Caterpillar Financial Services Corp. 1.375%, 5/20/14	$	150	$	152,397
General Dynamics Corp. 5.25%, 2/01/14		145		153,448

				305,845

Communications - Telecommunications – 3.1%
Verizon Communications, Inc. 1.25%, 11/03/14		150		152,275
Vodafone Group PLC 5.375%, 1/30/15		135		149,200

				301,475

Consumer Cyclical - Automotive – 3.3%
American Honda Finance Corp. 2.375%, 3/18/13^(a)		150		151,063
Toyota Motor Credit Corp. 1.25%, 11/17/14		160		162,376

				313,439

Consumer Cyclical - Entertainment – 1.6%
Walt Disney Co. (The) 4.50%, 12/15/13		145		151,692


Consumer Cyclical - Retailers – 1.6%
Walgreen Co. 1.00%, 3/13/15		155		155,613


Consumer Non-Cyclical – 6.5%
Eli Lilly & Co. 4.20%, 3/06/14		145		151,965
Gilead Sciences, Inc. 2.40%, 12/01/14		155		160,297
Novartis Capital Corp. 4.125%, 2/10/14		145		151,656
Reynolds American, Inc. 3.25%, 11/01/22		12		12,137
Sanofi 1.625%, 3/28/14		150		152,394

				628,449

Energy – 3.2%
Chevron Corp. 3.95%, 3/03/14		145		151,819
ConocoPhillips 4.75%, 2/01/14		145		152,628

				304,447


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			9

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


Technology – 6.2%
Cisco Systems, Inc. 2.90%, 11/17/14	$	145	$	152,318
Hewlett-Packard Co. 1.55%, 5/30/14		150		149,918
Oracle Corp. 4.95%, 4/15/13		145		147,930
Texas Instruments, Inc. 1.375%, 5/15/14		150		152,145

				602,311

				2,763,271

Financial Institutions – 19.4%
Banking – 16.1%
Bank of America Corp. Series 1 3.75%, 7/12/16		145		155,386
Citigroup, Inc. 3.953%, 6/15/16		140		151,281
Fifth Third Bancorp 3.625%, 1/25/16		140		150,859
Goldman Sachs Group, Inc. (The) 3.625%, 2/07/16		150		158,786
JPMorgan Chase & Co. 3.40%, 6/24/15		145		153,524
Series G 1.10%, 10/15/15		155		154,821
Morgan Stanley 3.80%, 4/29/16		145		150,854
Royal Bank of Canada 1.45%, 10/30/14		160		162,601
SunTrust Banks, Inc. 3.60%, 4/15/16		145		155,462
Wells Fargo & Co. 3.676%, 6/15/16		150		162,838

				1,556,412

Finance – 1.7%
General Electric Capital Corp. 1.625%, 7/02/15		160		162,743


Insurance – 1.6%
Principal Financial Group, Inc. 7.875%, 5/15/14		140		154,817

				1,873,972

Total Corporates - Investment Grades (cost $4,637,293)				4,637,243


10		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


ASSET - BACKED SECURITIES – 20.7%
Autos - Fixed Rate – 12.0%
Ally Auto Receivables Trust 2012-SN1 Series 2012-SN1, Class A2 0.51%, 12/22/14	$	160	$	160,057
AmeriCredit Automobile Receivables Trust Series 2012-2, Class A3 1.05%, 10/11/16		150		151,305
Series 2012-4, Class A2 0.49%, 4/08/16		150		150,038
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19^(a)		160		162,766
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16		150		151,762
Ford Credit Auto Lease Trust Series 2012-B, Class A2 0.54%, 11/15/14		150		150,156
Santander Drive Auto Receivables Trust Series 2012-1, Class A2 1.25%, 4/15/15		154		154,720
SMART Trust/Australia Series 2012-4US, Class A2A 0.67%, 6/14/15		80		80,030

				1,160,834

Credit Cards - Fixed Rate – 5.2%
American Express Credit Account Master Trust Series 2012-2, Class A 0.68%, 3/15/18		150		150,398
Discover Card Master Trust Series 2012-A1, Class A1 0.81%, 8/15/17		200		201,590
GE Capital Credit Card Master Note Trust Series 2012-1, Class A 1.03%, 1/15/18		150		151,603

				503,591

Credit Cards - Floating Rate – 1.9%
GE Capital Credit Card Master Note Trust Series 2011-2, Class A 0.694%, 5/15/19^(b)		180		181,869


Other ABS - Floating Rate – 1.6%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.701%, 6/20/17^(b)		150		150,718


Total Asset-Backed Securities (cost $1,998,837)				1,997,012


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			11

Portfolio of Investments


	Principal Amount (000)		U.S. $ Value


MORTGAGE PASS-THROUGHS – 17.8%
Agency Fixed Rate 15-Year – 12.4%
Federal Home Loan Mortgage Corp. Gold 3.50%, 1/01/26-2/01/26	$	446	$	470,126
Federal National Mortgage Association 3.00%, 11/01/26		344		362,868
4.50%, 2/01/25		90		97,697
Series 2010 4.00%, 11/01/25		248		264,670

				1,195,361

Agency Fixed Rate 30-Year – 5.4%
Federal National Mortgage Association 5.50%, 6/01/38		124		136,534
6.00%, 3/01/37		283		316,527
Series 2008 4.50%, 11/01/35		62		67,153

				520,214

Total Mortgage Pass-Throughs (cost $1,715,457)				1,715,575


COMMERCIAL MORTGAGE-BACKED SECURITIES – 6.4%
Non-Agency Fixed Rate CMBS – 6.4%
Commercial Mortgage Pass Through Certificates Series 2010-C1, Class A1 3.156%, 7/10/46^(a)		147		155,714
Series 2012-CR3, Class A1 0.666%, 11/15/45		150		149,962
WF-RBS Commercial Mortgage Trust Series 2011-C2, Class A1 2.501%, 2/15/44^(a)		144		147,278
Series 2012-C9, Class A1 0.673%, 11/15/45		170		169,992


Total Commercial Mortgage-Backed Securities (cost $623,772)				622,946


SHORT-TERM INVESTMENTS – 4.2%
Time Deposit – 4.2%
State Street Time Deposit 0.01%, 11/01/12 (cost $403,238)		403		403,238


Total Investments – 97.2% (cost $9,378,597)				9,376,014
Other assets less liabilities – 2.8%				265,843


Net Assets – 100.0%			$	9,641,857


12		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments

FUTURES CONTRACTS (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at October 31, 2012		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Note 5 Yr Futures		1		December 2012	$	124,467	$	124,250	$	217

(a)

(b)

Floating Rate Security. Stated interest rate was in effect at October 31, 2012.

Glossary:

ABS – Asset-Backed Securities

CMBS – Commercial Mortgage-Backed Securities

See notes to financial statements.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			13

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

October 31, 2012 (unaudited)


Assets
Investments in securities, at value (cost $9,378,597)	$	9,376,014
Cash		676	^(a)
Receivable for shares of beneficial interest sold		225,391
Interest receivable		42,948

Total assets		9,645,029

Liabilities
Dividends payable		2,922
Payable for variation margin on futures contracts		250

Total liabilities		3,172

Net Assets	$	9,641,857

Composition of Net Assets
Shares of beneficial interest, at par	$	10
Additional paid-in capital		9,644,530
Distributions in excess of net investment income		(1,747	)
Accumulated net realized gain on investment transactions		1,430
Net unrealized depreciation on investments		(2,366	)

	$	9,641,857

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 964,561 common shares outstanding)	$	10.00

(a)

An amount of $550 has been segregated to collateralize margin requirements for open futures contracts outstanding at October 31, 2012.

See notes to financial statements.


14		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended October 31, 2012 (unaudited)


Investment Income
Interest	$	70,255

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on investment transactions		357,521
Net change in unrealized appreciation/depreciation of: Investments		(220,493	)
Futures contracts		217

Net gain on investment transactions		137,245

Net Increase in Net Assets from Operations	$	207,500

See notes to financial statements.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			15

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012
Increase (Decrease) in Net Assets from Operations
Net investment income	$	70,255		$	319,241
Net realized gain (loss) on investment transactions		357,521			(19,310	)
Net change in unrealized appreciation/depreciation of investments		(220,276	)		109,098

Net increase in net assets from operations		207,500			409,029
Dividends and Distributions to Shareholders from
Net investment income		(72,602	)		(321,730	)
Net realized gain on investment transactions		(311,600	)		– 0	–
Transactions in Shares of Beneficial Interest
Net decrease		(355,055	)		(37,405	)

Total increase (decrease)		(531,757	)		49,894
Net Assets
Beginning of period		10,173,614			10,123,720

End of period (including distributions in excess of net investment income of ($1,747) and undistributed net investment income of $600, respectively)	$	9,641,857		$	10,173,614

See notes to financial statements.


16		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

October 31, 2012 (unaudited)

NOTE A

Significant Accounting Policies

AllianceBernstein Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust (“Declaration of Trust”) dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AllianceBernstein Corporate Income Shares, AllianceBernstein Municipal Income Shares, AllianceBernstein Taxable Multi-Sector Income Shares (the “Portfolio”), and AllianceBernstein Tax-Aware Real Return Income Shares. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. AllianceBernstein Corporate Income Shares commenced operations on December 11, 2006. AllianceBernstein Municipal Income Shares commenced operations on September 1, 2010. AllianceBernstein Taxable Multi-Sector Income Shares commenced operations on September 15, 2010. AllianceBernstein Tax-Aware Real Return Income Shares commenced operations on May 2, 2011. This report relates only to AllianceBernstein Taxable Multi-Sector Income Shares.

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

1. Security Valuation

In general, the market value of securities which are readily available and deemed reliable are determined as follows: Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			17

Notes to Financial Statements

the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

2. Fair Value Measurements


18		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements

based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

Valuations of mortgage-backed or other asset backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset backed securities for which management has collected current observable data through brokers or pricing services are generally categorized within Level 2. Those investments for which current data has not been provided are classified as Level 3.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			19

Notes to Financial Statements

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of October 31, 2012:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Investment Grades

– 0

–

4,637,243

– 0

–

4,637,243

Asset-Backed Securities

– 0

–

1,997,012

– 0

–

1,997,012

Mortgage Pass-Throughs

– 0

–

1,715,575

– 0

–

1,715,575

Commercial Mortgage-Backed Securities

– 0

–

475,668

147,278

622,946

Short-Term Investments

– 0

–

403,238

– 0

–

403,238

Total Investments in Securities

– 0

–

9,228,736

147,278

9,376,014

Other Financial Instruments*:

Assets:

Futures Contracts

217

– 0

–

– 0

–

217

Liabilities

– 0

–

– 0

–

– 0

–

– 0

–

Total

217

9,228,736

147,278

9,376,231

Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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

The Portfolio recognizes all transfers between levels of the fair value hierarchy and assumes the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.


	Commercial Mortgage- Backed Securities			Total
Balance as of 4/30/12	$	480,985		$	480,985
Accrued discounts/(premiums)		(185	)		(185	)
Realized gain (loss)		20,231			20,231
Change in unrealized appreciation/depreciation		(20,029	)		(20,029	)
Purchases		147,493			147,493
Sales		(481,217	)		(481,217	)
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 10/31/12	$	147,278		$	147,278

Net change in unrealized appreciation/depreciation from Investments held as of 10/31/12*	$	(206	)	$	(206	)

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.


20		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements

The following presents information about significant unobservable inputs related to the Portfolio with of Level 3 investments at October 31, 2012:

Quantitative Information
about Level 3 Fair Value
Measurements

Fair Value at
10/31/2012

Valuation
Technique

Unobservable
Input

Range

Commercial Mortgage-Backed Securities

147,278

Third Party
Vendor

Evaluated
Quotes

102.61

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable comfort over the accuracy of prices including: 1) periodic vendor due diligence meetings, review methodologies, new developments, process at vendors, 2) daily and monthly multi-source pricing compares, reviewed and submitted to the Committee, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			21

Notes to Financial Statements

investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

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

4. Investment Income and Investment Transactions

5. Dividends and Distributions

NOTE B

Advisory Fee and Other Transactions with Affiliates


22		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements

Brokerage commissions paid on investment transactions for the year ended October 31, 2012 amounted to $2, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2012 were as follows:


	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	7,737,536	$	6,819,103
U.S. government securities		1,890,895		2,896,140


Gross unrealized appreciation	$	9,018
Gross unrealized depreciation		(11,601	)

Net unrealized depreciation	$	(2,583	)

1. Derivative Financial Instruments

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

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

•

Futures Contracts

The Portfolio may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market or for investment purposes. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			23

Notes to Financial Statements

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended October 31, 2012, the Portfolio held futures contracts for hedging purposes.

At October 31, 2012, the Portfolio had entered into the following derivatives:


	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures contracts	$	217	*

Total		$	217


24		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended October 31, 2012:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts	$	– 0	–	$	217

Total		$	– 0	–	$	217

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended October 31, 2012:


Futures Contracts:
Average original value of buy contracts		$124,467^(a)

(a)

Positions were open twenty-two days during the period.

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:



	Shares						Amount
	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012			Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012

Class A
Shares sold		956,512			– 0	–	$	9,563,840		$	– 0	–

Shares redeemed		(991,951	)		(3,704	)		(9,918,895	)		(37,405	)

Net decrease		(35,439	)		(3,704	)	$	(355,055	)	$	(37,405	)

NOTE E

Risks Involved in Investing in the Portfolio


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			25

Notes to Financial Statements

NOTE F

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended April 30, 2012 and April 30, 2011 were as follows:


	2012		2011
Distributions paid from:
Ordinary income	$	321,730	$	236,262

Total taxable distributions		321,730		236,262

Total distributions paid	$	321,730	$	236,262

As of April 30, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Undistributed ordinary income	$	7,782
Accumulated capital and other losses		(44,491	)^(a)
Unrealized appreciation/(depreciation)		217,910

Total accumulated earnings/(deficit)	$	181,201	^(b)

^(a)

On April 30, 2012, the Portfolio had a net capital loss carryforward of $21,872. At April 30, 2012, the Portfolio had a post-October short-term capital loss deferral of $5,583 and a post-October long-term capital loss deferral of $17,036, which are deemed to arise on May 1, 2012.

^(b)

The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable.


26		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements

As of April 30, 2012, the Portfolio had a net capital loss carryforward of $21,872 which will expire as follows:


Short-Term Amount	Long-Term Amount		Expiration
$ 610		n/a	2019
9,257	$	12,005	No expiration

NOTE G

Recent Accounting Pronouncement

NOTE H

Subsequent Events


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			27

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


	Six Months Ended October 31, 2012 (unaudited)			Year Ended April 30, 2012			September 15, 2010^(a) to April 30, 2011

Net asset value, beginning of period		$ 10.17			$ 10.09			$ 10.00

Income From Investment Operations
Net investment income^(b)		.09			.32			.24
Net realized and unrealized gain on investment transactions		.13			.08			.09

Net increase in net asset value from operations		.22			.40			.33

Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.32	)		(.24	)
Distributions from net realized gain on investment transactions		(.31	)		– 0	–		– 0	–

Total dividends and distributions		(.39	)		(.32	)		(.24	)

Net asset value, end of period		$ 10.00			$ 10.17			$ 10.09

Total Return
Total investment return based on net asset value^(c)		2.13	%		4.05	%		3.31	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,642			$10,174			$10,124
Ratio to average net assets of:
Net investment income		1.66	%^(d)		3.17	%		3.79	%^(d)
Portfolio turnover rate		123	%		156	%		10	%

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

(d)

Annualized.

See notes to financial statements.


28		• ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES

Financial Highlights

BOARD OF TRUSTEES

William H. Foulk, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,
Senior Vice President and Independent Compliance Officer

Douglas J. Peebles⁽²⁾,
Senior Vice President

Paul J. DeNoon⁽²⁾, Vice President

Scott A. DiMaggio⁽²⁾, Vice President

Shawn E. Keegan⁽²⁾, Vice President

Greg J. Wilensky⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Custodian and Accounting Agent

State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111

Principal Underwriter

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

Transfer Agent

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

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

(1)

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2)

The day-to-day management of, and investment decisions for, the Trust’s portfolio are made by the Adviser’s Core Fixed-Income Team. Messrs. Paul J. DeNoon, Scott A. DiMaggio, Shawn E. Keegan, Douglas J. Peebles, and Greg J. Wilensky are the investment professionals primarily responsible for the day-to-day management of the Trust’s portfolio.


ALLIANCEBERNSTEIN TAXABLE MULTI-SECTOR INCOME SHARES •			29

Board of Trustees

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT

ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and The AllianceBernstein Corporate Shares (the “Trust”) with respect to AllianceBernstein Taxable Multi-Sector Income Shares (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Trust, for the Trustees of the Trust, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 Act (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.