UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number:811-21497
AB 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, 2019
Date of reporting period: April 30, 2019
ITEM 1. REPORTS TO STOCKHOLDERS.
APR 04.30.19
ANNUAL REPORT
AB CORPORATE INCOME SHARES
Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.
You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.
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.abfunds.com or contact your AB 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 recent12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.
AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.
The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.
FROM THE PRESIDENT | ![]() |
Dear Shareholder,
We are pleased to provide this report for AB Corporate Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.
As always, AB strives to keep clients ahead of what’s next by:
+ | Transforming uncommon insights into uncommon knowledge with a global research scope |
+ | Navigating markets with seasoned investment experience and sophisticated solutions |
+ | Providing thoughtful investment insights and actionable ideas |
Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.
AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.
For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.
Thank you for your investment in the AB Mutual Funds.
Sincerely,
Robert M. Keith
President and Chief Executive Officer, AB Mutual Funds
abfunds.com | AB CORPORATE INCOME SHARES | 1 |
ANNUAL REPORT
June 5, 2019
This report provides management’s discussion of fund performance for AB Corporate Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.
The Fund’s investment objective is to earn high current income.
NAV RETURNS AS OF APRIL 30, 2019 (unaudited)
6 Months | 12 Months | |||||||
AB CORPORATE INCOME SHARES | 7.60% | 7.03% | ||||||
Bloomberg Barclays US Credit Bond Index | 6.90% | 6.38% |
INVESTMENT RESULTS
The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Credit Bond Index, for thesix- and12-month periods ended April 30, 2019.
During the12-month period, the Fund outperformed the benchmark. Security selection contributed, relative to the benchmark, primarily within the energy and technology sectors. Yield-curve positioning was also positive, as gains from an overweight in the four- tosix-year portion of the curve more than offset negative returns from an underweight along thetwo- to three-year parts of the curve. An underweight to the long end of the curve also detracted. Industry allocation did not have a meaningful impact on overall performance.
During thesix-month period, the Fund outperformed the benchmark. Security selection contributed to returns, as gains from selection within banking and technology more than offset losses within the insurance sector. Yield-curve positioning boosted returns further, particularly an overweight in four- tosix-year maturities. Underweights along thetwo- to three-year and seven- to10-year parts of the curve took back some of these gains. The Fund’s longer-than-benchmark duration was also positive, as rates rallied in the period. Industry positioning did not significantly affect overall performance.
During both periods, the Fund utilized derivatives in the form of futures for hedging purposes, which detracted from absolute returns, while interest rate swaps for hedging purposes and credit default swaps for investment purposes contributed.
2 | AB CORPORATE INCOME SHARES | abfunds.com |
MARKET REVIEW AND INVESTMENT STRATEGY
Fixed-income markets generally performed well over the12-month period ended April 30, 2019. Worries over a global trade war, geopolitical uncertainty and tighter monetary policy gave way torisk-on sentiment following a dovish pivot from the US Federal Reserve (the “Fed”), trade-talk progress and Chinese policy stimulus. Global high yield, investment-grade securities and developed-market treasuries performed in line, while emerging-market debt sectors had more mixed returns. Emerging-market hard-currency corporates and sovereigns were buoyed by the Fed pause and general risk appetite, while local-currency debt came under pressure from a stronger US dollar.
The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet, as widely expected, before surprising markets with a dovish pivot in 2019. Markets around the globe reacted positively to the Fed’s tightening pause. Although the European Central Bank (“ECB”) formally ended its bond-buying program, the bank also turned more dovish in 2019, pointing to a continent-wide slowdown in economic growth. ECB officials announced a new series of targeted longer-term refinancing operations and pushed out any rate hikes until at least 2020. Central banks in Canada and Australia grew more dovish as well, ruling out interest-rate hikes for the remainder of the year, while the Bank of Japan echoed the sentiment by adjusting forward guidance to indicate that interest rates would remain low until at least 2020.
The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities throughtop-down andbottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates, but has leeway to invest in below investment-grade bonds as well.
INVESTMENT POLICIES
The Fund invests, under normal circumstances, at least 80% of its net assets in US corporate bonds. The Fund may also invest in US government securities (other than US government securities that are mortgage-backed or asset-backed securities), repurchase agree-ments and forward contracts relating to US 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 Adviser 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.
(continued on next page)
abfunds.com | AB CORPORATE INCOME SHARES | 3 |
The Fund also may: invest in convertible debt securities; invest up to 10% of its assets in inflation-indexed 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 inzero-coupon securities and“payment-in-kind” debentures; make secured loans of portfolio securities; and invest in US dollar-denominated fixed-income securities issued bynon-US companies.
4 | AB CORPORATE INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS
Benchmark Disclosure
The Bloomberg Barclays US Credit Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays US Credit Bond Index represents the performance of the US credit securities within the US 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 and any accrued interest. 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 existing 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-US) Risk: Investments in securities ofnon-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.
abfunds.com | AB CORPORATE INCOME SHARES | 5 |
DISCLOSURES AND RISKS(continued)
Derivatives Risk: 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. As with all investments, you may lose money by investing in the Fund.
An Important Note About Historical Performance
The performance shown in this report 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 recentmonth-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. Performance assumes reinvestment of distributions and does not account for taxes.
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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.
6 | AB CORPORATE INCOME SHARES | abfunds.com |
HISTORICAL PERFORMANCE
GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)
4/30/2009 TO 4/30/2019
This chart illustrates the total value of an assumed $10,000 investment in AB Corporate Income Shares (from 4/30/2009 to 4/30/2019) as compared to the performance of the Fund’s benchmark.
abfunds.com | AB CORPORATE INCOME SHARES | 7 |
HISTORICAL PERFORMANCE(continued)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019(unaudited)
NAV Returns | ||||
1 Year | 7.03% | |||
5 Years | 3.70% | |||
10 Years | 7.43% |
AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDAR QUARTER-END
MARCH 31, 2019(unaudited)
NAV Returns | ||||
1 Year | 5.35% | |||
5 Years | 3.85% | |||
10 Years | 7.69% |
The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. 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.
8 | AB CORPORATE INCOME SHARES | abfunds.com |
EXPENSE EXAMPLE
(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 November 1, 2018 | Ending Account Value April 30, 2019 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||||||
Actual | $ | 1,000 | $ | 1,076.00 | $ | – 0 | – | 0.00 | % | |||||||
Hypothetical** | $ | 1,000 | $ | 1,024.79 | $ | – 0 | – | 0.00 | % |
* | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates. |
** | Assumes 5% annual return before expenses. |
abfunds.com | AB CORPORATE INCOME SHARES | 9 |
PORTFOLIO SUMMARY
April 30, 2019(unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $98.7
1 | All data are as of April 30, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund 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). |
10 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS
April 30, 2019
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
CORPORATES – INVESTMENT GRADE – 96.7% |
| |||||||
Industrial – 53.8% | ||||||||
Basic – 3.2% | ||||||||
Celulosa Arauco y Constitucion SA | $ | 246 | $ | 245,321 | ||||
4.50%, 8/01/24 | 200 | 205,480 | ||||||
Dow Chemical Co. (The) | 140 | 135,355 | ||||||
Glencore Finance Canada Ltd. | 80 | 83,229 | ||||||
Glencore Funding LLC | 125 | 127,750 | ||||||
4.625%, 4/29/24(a) | 175 | 181,527 | ||||||
LYB International Finance BV | 228 | 235,223 | ||||||
LyondellBasell Industries NV | 102 | 93,986 | ||||||
Mosaic Co. (The) | 221 | 230,105 | ||||||
Reliance Steel & Aluminum Co. | 848 | 882,971 | ||||||
Sherwin-Williams Co. (The) | 62 | 61,808 | ||||||
Suzano Austria GmbH | 224 | 239,564 | ||||||
Vale Overseas Ltd. | 90 | 98,449 | ||||||
Westlake Chemical Corp. | 360 | 325,865 | ||||||
|
| |||||||
3,146,633 | ||||||||
|
| |||||||
Capital Goods – 3.2% | ||||||||
General Electric Co. | 374 | 372,665 | ||||||
Johnson Controls International PLC | 372 | 353,906 | ||||||
Masco Corp. | 447 | 456,740 | ||||||
4.45%, 4/01/25 | 698 | 723,470 | ||||||
Molex Electronic Technologies LLC | 130 | 129,761 | ||||||
United Technologies Corp. | 198 | 195,832 | ||||||
5.70%, 4/15/40 | 442 | 516,631 | ||||||
Vulcan Materials Co. | 169 | 153,942 |
abfunds.com | AB CORPORATE INCOME SHARES | 11 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Wabtec Corp. | $ | 233 | $ | 239,221 | ||||
|
| |||||||
3,142,168 | ||||||||
|
| |||||||
Communications - Media – 3.3% | ||||||||
Charter Communications Operating LLC/Charter Communications Operating Capital | 494 | 494,519 | ||||||
Comcast Corp. | 215 | 213,650 | ||||||
3.969%, 11/01/47 | 135 | 131,260 | ||||||
4.60%, 10/15/38 | 85 | 91,478 | ||||||
4.70%, 10/15/48 | 85 | 92,444 | ||||||
4.75%, 3/01/44 | 140 | 151,908 | ||||||
5.15%, 3/01/20 | 709 | 722,882 | ||||||
Discovery Communications LLC | 358 | 355,652 | ||||||
Omnicom Group, Inc./Omnicom Capital, Inc. | 168 | 171,533 | ||||||
Walt Disney Co. (The) | 40 | 41,772 | ||||||
5.40%, 10/01/43(a) | 180 | 221,031 | ||||||
6.40%, 12/15/35(a) | 210 | 276,469 | ||||||
8.875%, 4/26/23(a) | 125 | 152,254 | ||||||
Warner Media LLC | 95 | 96,552 | ||||||
|
| |||||||
3,213,404 | ||||||||
|
| |||||||
Communications - Telecommunications – 3.2% | ||||||||
AT&T, Inc. | 828 | 854,446 | ||||||
4.75%, 5/15/46 | 89 | 88,453 | ||||||
4.85%, 3/01/39 | 99 | 101,520 | ||||||
5.15%, 2/15/50 | 75 | 78,712 | ||||||
5.45%, 3/01/47 | 168 | 184,091 | ||||||
6.55%,1/15/28-2/15/39 | 350 | 417,715 | ||||||
Rogers Communications, Inc. | 421 | 432,552 | ||||||
Telefonica Emisiones SA | 196 | 193,029 | ||||||
Verizon Communications, Inc. | 731 | 795,438 | ||||||
|
| |||||||
3,145,956 | ||||||||
|
| |||||||
Consumer Cyclical - Automotive – 2.9% | ||||||||
Ford Motor Credit Co. LLC | 483 | 462,994 | ||||||
3.81%, 1/09/24 | 395 | 386,223 |
12 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
4.14%, 2/15/23 | $ | 200 | $ | 200,106 | ||||
General Motors Co. | 95 | 98,620 | ||||||
General Motors Financial Co., Inc. | 921 | 914,921 | ||||||
3.50%, 11/07/24 | 599 | 590,854 | ||||||
4.15%, 6/19/23 | 116 | 118,336 | ||||||
Hyundai Capital America | 102 | 101,427 | ||||||
|
| |||||||
2,873,481 | ||||||||
|
| |||||||
Consumer Cyclical - Restaurants – 0.7% | ||||||||
McDonald’s Corp. | 585 | 624,616 | ||||||
Starbucks Corp. | 90 | 91,410 | ||||||
|
| |||||||
716,026 | ||||||||
|
| |||||||
Consumer Cyclical - Retailers – 0.7% | ||||||||
Dollar General Corp. | 61 | 61,279 | ||||||
Home Depot, Inc. (The) | 105 | 112,900 | ||||||
5.875%, 12/16/36 | 40 | 50,558 | ||||||
Lowe’s Cos., Inc. | 145 | 147,255 | ||||||
4.65%, 4/15/42 | 295 | 301,926 | ||||||
|
| |||||||
673,918 | ||||||||
|
| |||||||
ConsumerNon-Cyclical – 8.2% | ||||||||
AbbVie, Inc. | 142 | 140,296 | ||||||
Altria Group, Inc. | 490 | 506,048 | ||||||
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc. | 385 | 389,924 | ||||||
Anheuser-Busch InBev Worldwide, Inc. | 340 | 331,704 | ||||||
4.95%, 1/15/42 | 490 | 500,393 | ||||||
Biogen, Inc. | 100 | 106,384 | ||||||
Bunge Ltd. Finance Corp. | 153 | 141,897 | ||||||
Cardinal Health, Inc. | 537 | 528,526 | ||||||
Celgene Corp. | 75 | 76,401 |
abfunds.com | AB CORPORATE INCOME SHARES | 13 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Cigna Corp. | $ | 37 | $ | 37,310 | ||||
Constellation Brands, Inc. | 184 | 199,999 | ||||||
CVS Health Corp. | 120 | 118,940 | ||||||
Eli Lilly & Co. | 83 | 100,037 | ||||||
Express Scripts Holding Co. | 71 | 70,311 | ||||||
4.80%, 7/15/46 | 90 | 89,308 | ||||||
Gilead Sciences, Inc. | 75 | 71,969 | ||||||
4.50%, 2/01/45 | 170 | 170,672 | ||||||
4.60%, 9/01/35 | 140 | 149,395 | ||||||
JM Smucker Co. (The) | 261 | 249,205 | ||||||
Johnson & Johnson | 851 | 850,643 | ||||||
Kraft Heinz Foods Co. | 124 | 122,469 | ||||||
Leggett & Platt, Inc. | 773 | 783,760 | ||||||
Newell Brands, Inc. | 831 | 825,092 | ||||||
Perrigo Finance Unlimited Co. | 420 | 413,851 | ||||||
Philip Morris International, Inc. | 475 | 482,491 | ||||||
Reynolds American, Inc. | 235 | 242,365 | ||||||
Smithfield Foods, Inc. | 65 | 64,932 | ||||||
Tyson Foods, Inc. | 359 | 374,304 | ||||||
|
| |||||||
8,138,626 | ||||||||
|
| |||||||
Energy – 13.4% | ||||||||
Andeavor Logistics LP/Tesoro Logistics Finance Corp. | 175 | 177,007 | ||||||
Apache Corp. | 399 | 439,734 | ||||||
Boardwalk Pipelines LP | 304 | 303,736 | ||||||
Buckeye Partners LP | 474 | 460,723 |
14 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Cenovus Energy, Inc. | $ | 90 | $ | 88,727 | ||||
4.25%, 4/15/27 | 94 | 94,405 | ||||||
Columbia Pipeline Group, Inc. | 867 | 907,714 | ||||||
Devon Energy Corp. | 40 | 40,260 | ||||||
Ecopetrol SA | 89 | �� | 95,165 | |||||
Enable Midstream Partners LP | 921 | 918,523 | ||||||
5.00%, 5/15/44 | 41 | 37,056 | ||||||
Enbridge, Inc. | 711 | 718,878 | ||||||
4.00%, 10/01/23 | 867 | 896,747 | ||||||
Enterprise Products Operating LLC | 140 | 144,396 | ||||||
3.90%, 2/15/24 | 59 | 61,118 | ||||||
4.80%, 2/01/49 | 85 | 90,234 | ||||||
4.90%, 5/15/46 | 45 | 48,271 | ||||||
EQM Midstream Partners LP | 885 | 901,558 | ||||||
EQT Corp. | 867 | 851,316 | ||||||
3.90%, 10/01/27 | 164 | 154,677 | ||||||
Exxon Mobil Corp. | 524 | 558,259 | ||||||
Kinder Morgan, Inc./DE | 439 | 577,395 | ||||||
Noble Energy, Inc. | 113 | 127,397 | ||||||
ONEOK, Inc. | 358 | 357,288 | ||||||
5.20%, 7/15/48 | 370 | 384,030 | ||||||
Petro-Canada | 442 | 577,614 | ||||||
Plains All American Pipeline LP/PAA Finance Corp. | 917 | 914,717 | ||||||
Sabine Pass Liquefaction LLC | 843 | 909,504 | ||||||
Suncor Energy, Inc. | 92 | 117,148 | ||||||
Sunoco Logistics Partners Operations LP | 170 | 169,437 | ||||||
5.35%, 5/15/45 | 145 | 143,982 |
abfunds.com | AB CORPORATE INCOME SHARES | 15 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
TransCanada PipeLines Ltd. | $ | 50 | $ | 52,237 | ||||
7.625%, 1/15/39 | 153 | 208,290 | ||||||
Western Midstream Operating LP | 81 | 83,778 | ||||||
5.30%, 3/01/48 | 270 | 274,836 | ||||||
5.45%, 4/01/44 | 149 | 154,626 | ||||||
Williams Cos., Inc. (The) | 169 | 184,773 | ||||||
|
| |||||||
13,225,556 | ||||||||
|
| |||||||
Other Industrial – 0.2% | ||||||||
Alfa SAB de CV | 200 | 208,799 | ||||||
|
| |||||||
Services – 0.7% | ||||||||
CommonSpirit Health | 44 | 41,654 | ||||||
eBay, Inc. | 62 | 61,417 | ||||||
4.00%, 7/15/42 | 230 | 201,811 | ||||||
IHS Markit Ltd. | 76 | 76,044 | ||||||
4.125%, 8/01/23 | 208 | 212,932 | ||||||
Moody’s Corp. | 115 | 130,250 | ||||||
|
| |||||||
724,108 | ||||||||
|
| |||||||
Technology – 12.5% | ||||||||
Apple, Inc. | 620 | 670,821 | ||||||
4.65%, 2/23/46 | 250 | 277,768 | ||||||
Arrow Electronics, Inc. | 540 | 527,218 | ||||||
Avnet, Inc. | 612 | 622,814 | ||||||
Broadcom Corp./Broadcom Cayman Finance Ltd. | 857 | 833,493 | ||||||
Broadcom, Inc. | 486 | 480,280 | ||||||
CA, Inc. | 837 | 841,737 | ||||||
Citrix Systems, Inc. | 495 | 496,084 | ||||||
Dell International LLC/EMC Corp. | 411 | 421,341 | ||||||
6.02%, 6/15/26(a) | 386 | 418,586 |
16 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Fidelity National Information Services, Inc. | $ | 193 | $ | 188,785 | ||||
5.00%, 10/15/25 | 2 | 2,177 | ||||||
Series 30Y | 90 | 91,674 | ||||||
Hewlett Packard Enterprise Co. | 265 | 281,870 | ||||||
HP, Inc. | 283 | 300,758 | ||||||
International Business Machines Corp. | 489 | 483,988 | ||||||
4.00%, 6/20/42 | 530 | 518,663 | ||||||
Jabil, Inc. | 112 | 106,901 | ||||||
Keysight Technologies, Inc. | 295 | 308,142 | ||||||
Lam Research Corp. | 142 | 145,958 | ||||||
Microchip Technology, Inc. | 175 | 177,445 | ||||||
Micron Technology, Inc. | 935 | 963,602 | ||||||
Microsoft Corp. | 429 | 481,574 | ||||||
Oracle Corp. | 254 | 324,449 | ||||||
QUALCOMM, Inc. | 95 | 96,072 | ||||||
Seagate HDD Cayman | 38 | 37,152 | ||||||
4.875%, 3/01/24 | 310 | 311,187 | ||||||
Tech Data Corp. | 867 | 871,205 | ||||||
4.95%, 2/15/27 | 204 | 206,656 | ||||||
Xilinx, Inc. | 867 | 860,766 | ||||||
|
| |||||||
12,349,166 | ||||||||
|
| |||||||
Transportation - Railroads – 0.5% | ||||||||
Burlington Northern Santa Fe LLC | 85 | 92,541 | ||||||
CSX Corp. | 175 | 165,681 | ||||||
Union Pacific Corp. | 110 | 108,015 | ||||||
4.30%, 3/01/49 | 90 | 92,961 | ||||||
|
| |||||||
459,198 | ||||||||
|
|
abfunds.com | AB CORPORATE INCOME SHARES | 17 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Transportation - Services – 1.1% | ||||||||
Aviation Capital Group LLC | $ | 215 | $ | 217,077 | ||||
4.375%, 1/30/24(a) | 230 | 236,150 | ||||||
ERAC USA Finance LLC | 145 | 148,935 | ||||||
Penske Truck Leasing Co. Lp/PTL Finance Corp. | 300 | 306,222 | ||||||
Ryder System, Inc. | 150 | 147,471 | ||||||
|
| |||||||
1,055,855 | ||||||||
|
| |||||||
53,072,894 | ||||||||
|
| |||||||
Financial Institutions – 39.9% | ||||||||
Banking – 23.5% | ||||||||
Bank of America Corp. | 908 | 908,227 | ||||||
3.458%, 3/15/25 | 230 | 232,663 | ||||||
Series L | 1,134 | 1,158,290 | ||||||
Bank of Montreal | 235 | 235,658 | ||||||
4.338%, 10/05/28 | 480 | 492,480 | ||||||
Bank One Corp. | 530 | 673,487 | ||||||
Barclays PLC | 247 | 246,768 | ||||||
4.338%, 5/16/24 | 867 | 884,071 | ||||||
Capital One Bank USA, NA | 525 | 525,394 | ||||||
Capital One Financial Corp. | 916 | 914,370 | ||||||
Citibank NA | 1,122 | 1,127,229 | ||||||
Citigroup, Inc. | 461 | 467,675 | ||||||
Citizens Financial Group, Inc. | 895 | 919,845 | ||||||
Compass Bank | 481 | 481,409 | ||||||
Cooperatieve Rabobank UA | 500 | 518,720 | ||||||
Credit Suisse Group Funding Guernsey Ltd. | 405 | 426,307 | ||||||
Deutsche Bank AG/New York NY | 334 | 323,045 | ||||||
3.95%, 2/27/23 | 635 | 623,043 |
18 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Discover Financial Services | $ | 795 | $ | 795,159 | ||||
Goldman Sachs Group, Inc. (The) | 247 | 245,286 | ||||||
2.905%, 7/24/23 | 466 | 462,309 | ||||||
2.908%, 6/05/23 | 235 | 233,021 | ||||||
3.75%, 5/22/25 | 95 | 96,297 | ||||||
4.25%, 10/21/25 | 325 | 334,545 | ||||||
4.411%, 4/23/39 | 148 | 150,007 | ||||||
5.95%, 1/15/27 | 40 | 45,341 | ||||||
HSBC Holdings PLC | 395 | 407,095 | ||||||
ING Bank NV | 440 | 476,564 | ||||||
Intesa Sanpaolo SpA | 245 | 239,936 | ||||||
JPMorgan Chase & Co. | 295 | 303,658 | ||||||
3.882%, 7/24/38 | 95 | 93,794 | ||||||
Lloyds Banking Group PLC | 228 | 232,204 | ||||||
4.05%, 8/16/23 | 220 | 225,095 | ||||||
4.50%, 11/04/24 | 915 | 938,589 | ||||||
Morgan Stanley | 55 | 56,956 | ||||||
Series G | 144 | 147,806 | ||||||
Royal Bank of Scotland Group PLC | 235 | 239,858 | ||||||
5.125%, 5/28/24 | 391 | 406,069 | ||||||
6.10%, 6/10/23 | 724 | 773,522 | ||||||
Santander Holdings USA, Inc. | 215 | 215,183 | ||||||
4.40%, 7/13/27 | 280 | 283,914 | ||||||
4.50%, 7/17/25 | 577 | 601,263 | ||||||
Santander UK Group Holdings PLC | 867 | 859,240 | ||||||
3.571%, 1/10/23 | 348 | 348,887 | ||||||
SunTrust Bank/Atlanta GA | 230 | 231,649 | ||||||
3.30%, 5/15/26 | 934 | 924,025 | ||||||
Synchrony Bank | 933 | 925,891 | ||||||
Wells Fargo & Co. | 400 | 465,732 |
abfunds.com | AB CORPORATE INCOME SHARES | 19 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Westpac Banking Corp. | $ | 243 | $ | 244,465 | ||||
|
| |||||||
23,162,041 | ||||||||
|
| |||||||
Brokerage – 3.1% | ||||||||
Brookfield Finance, Inc. | 122 | 124,984 | ||||||
Invesco Finance PLC | 867 | 871,890 | ||||||
Jefferies Financial Group, Inc. | 904 | 950,294 | ||||||
Jefferies Group LLC/Jefferies Group Capital Finance, Inc. | 518 | 521,584 | ||||||
Stifel Financial Corp. | 548 | 562,144 | ||||||
|
| |||||||
3,030,896 | ||||||||
|
| |||||||
Finance – 4.5% | ||||||||
AerCap Ireland Capital DAC/AerCap Global Aviation Trust | 209 | 207,106 | ||||||
Aircastle Ltd. | 107 | 107,211 | ||||||
4.40%, 9/25/23 | 867 | 880,543 | ||||||
Ares Capital Corp. | 867 | 854,255 | ||||||
GE Capital International Funding Co. Unlimited Co. | 200 | 196,624 | ||||||
4.418%, 11/15/35 | 275 | 256,528 | ||||||
International Lease Finance Corp. | 867 | 933,785 | ||||||
Peachtree Corners Funding Trust | 110 | 111,948 | ||||||
Synchrony Financial | 135 | 136,580 | ||||||
4.50%, 7/23/25 | 806 | 821,951 | ||||||
|
| |||||||
4,506,531 | ||||||||
|
| |||||||
Insurance – 1.1% | ||||||||
Aetna, Inc. | 175 | 148,558 | ||||||
Cigna Holding Co. | 53 | 66,114 | ||||||
MetLife Capital Trust IV | 150 | 184,660 | ||||||
MetLife, Inc. | 205 | 207,284 |
20 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series D | $ | 170 | $ | 177,225 | ||||
Prudential Financial, Inc. | 112 | 114,384 | ||||||
5.625%, 6/15/43 | 149 | 156,277 | ||||||
|
| |||||||
1,054,502 | ||||||||
|
| |||||||
REITS – 7.7% | ||||||||
Alexandria Real Estate Equities, Inc. | 87 | 87,303 | ||||||
American Homes 4 Rent LP | 5 | 4,972 | ||||||
American Tower Corp. | 750 | 808,800 | ||||||
Brixmor Operating Partnership LP | 176 | 176,111 | ||||||
EPR Properties | 20 | 20,435 | ||||||
4.95%, 4/15/28 | 5 | 5,235 | ||||||
5.25%, 7/15/23 | 175 | 184,532 | ||||||
Essex Portfolio LP | 231 | 231,162 | ||||||
3.375%, 1/15/23 | 125 | 125,159 | ||||||
3.875%, 5/01/24 | 84 | 85,813 | ||||||
GLP Capital LP/GLP Financing II, Inc. | 857 | 901,427 | ||||||
HCP, Inc. | 150 | 153,897 | ||||||
Hospitality Properties Trust | 148 | 151,798 | ||||||
Host Hotels & Resorts LP | 171 | 171,715 | ||||||
Series E | 728 | 730,599 | ||||||
Kilroy Realty LP | 40 | 39,782 | ||||||
Kimco Realty Corp. | 95 | 89,682 | ||||||
LifeStorage LP/CA | 550 | 530,123 | ||||||
Mid-America Apartments LP | 115 | 117,089 | ||||||
National Retail Properties, Inc. | 170 | 174,122 | ||||||
Omega Healthcare Investors, Inc. | 108 | 109,874 | ||||||
5.25%, 1/15/26 | 831 | 874,611 |
abfunds.com | AB CORPORATE INCOME SHARES | 21 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Regency Centers LP | $ | 33 | $ | 33,570 | ||||
Spirit Realty LP | 238 | 236,182 | ||||||
VEREIT Operating Partnership LP | 360 | 371,156 | ||||||
Vornado Realty LP | 435 | 432,085 | ||||||
Washington Real Estate Investment Trust | 140 | 141,974 | ||||||
Welltower, Inc. | 519 | 536,085 | ||||||
WP Carey, Inc. | 44 | 46,149 | ||||||
|
| |||||||
7,571,442 | ||||||||
|
| |||||||
39,325,412 | ||||||||
|
| |||||||
Utility – 3.0% | ||||||||
Electric – 2.6% | ||||||||
Abu Dhabi National Energy Co. PJSC | 215 | 221,503 | ||||||
Dominion Energy, Inc. | 110 | 114,722 | ||||||
Duke Energy Corp. | 220 | 204,030 | ||||||
Empresa de Transmision Electrica SA | 246 | 251,638 | ||||||
Enel Americas SA | 53 | 52,483 | ||||||
Enel Chile SA | 62 | 65,651 | ||||||
Entergy Corp. | 153 | 157,630 | ||||||
Exelon Corp. | 94 | 95,218 | ||||||
NextEra Energy Capital Holdings, Inc. | 194 | 196,933 | ||||||
PSEG Power LLC | 160 | 159,955 | ||||||
Pseg Power LLC | 388 | 523,203 | ||||||
Sempra Energy | 215 | 198,264 | ||||||
Southern Co. (The) | 175 | 173,345 | ||||||
2.95%, 7/01/23 | 145 | 144,725 | ||||||
|
| |||||||
2,559,300 | ||||||||
|
|
22 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Natural Gas – 0.3% | ||||||||
CenterPoint Energy Resources Corp. | $ | 75 | $ | 72,080 | ||||
GNL Quintero SA | 200 | 206,163 | ||||||
NiSource, Inc. | 60 | 70,596 | ||||||
|
| |||||||
348,839 | ||||||||
|
| |||||||
Other Utility – 0.1% | ||||||||
American Water Capital Corp. | 80 | 75,020 | ||||||
|
| |||||||
2,983,159 | ||||||||
|
| |||||||
Total Corporates – Investment Grade | 95,381,465 | |||||||
|
| |||||||
GOVERNMENTS – SOVEREIGN BONDS – 1.0% |
| |||||||
Colombia – 0.2% | ||||||||
Colombia Government International Bond | 200 | 214,094 | ||||||
|
| |||||||
Mexico – 0.3% | ||||||||
Mexico Government International Bond | 200 | 193,009 | ||||||
4.75%, 3/08/44 | 150 | 147,812 | ||||||
|
| |||||||
340,821 | ||||||||
|
| |||||||
Qatar – 0.3% | ||||||||
Qatar Government International Bond | 228 | 244,815 | ||||||
|
| |||||||
Saudi Arabia – 0.2% | ||||||||
Saudi Government International Bond | 200 | 209,980 | ||||||
|
| |||||||
Total Governments – Sovereign Bonds | 1,009,710 | |||||||
|
| |||||||
QUASI-SOVEREIGNS – 0.9% | ||||||||
Quasi-Sovereign Bonds – 0.9% | ||||||||
Chile – 0.4% | ||||||||
Corp. Nacional del Cobre de Chile | 200 | 200,547 | ||||||
Empresa Nacional del Petroleo | 200 | 198,399 | ||||||
|
| |||||||
398,946 | ||||||||
|
| |||||||
Mexico – 0.3% | ||||||||
Petroleos Mexicanos | 240 | 240,173 | ||||||
|
|
abfunds.com | AB CORPORATE INCOME SHARES | 23 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Panama – 0.2% | ||||||||
Aeropuerto Internacional de Tocumen SA | $ | 200 | $ | 210,671 | ||||
|
| |||||||
Total Quasi-Sovereigns | 849,790 | |||||||
|
| |||||||
CORPORATES –NON-INVESTMENT GRADE – 0.1% | ||||||||
Industrial – 0.1% | ||||||||
Technology – 0.1% | ||||||||
Xerox Corp. | 95 | 94,209 | ||||||
|
| |||||||
Financial Institutions – 0.0% | ||||||||
Finance – 0.0% | ||||||||
Navient Corp. | 32 | 32,043 | ||||||
|
| |||||||
Total Corporates –Non-Investment Grade | 126,252 | |||||||
|
| |||||||
Total Investments – 98.7% | 97,367,217 | |||||||
Other assets less liabilities – 1.3% | 1,313,257 | |||||||
|
| |||||||
Net Assets – 100.0% | $ | 98,680,474 | ||||||
|
|
FUTURES (see Note C)
Description | Number of Contracts | Expiration Month | Current Notional | Value and Unrealized Appreciation/ (Depreciation) | ||||||||||||
Purchased Contracts | ||||||||||||||||
U.S. 10 Yr Ultra Futures | 9 | June 2019 | $ | 1,186,031 | $ | 8,003 | ||||||||||
U.S. Long Bond (CBT) Futures | 2 | June 2019 | 294,937 | 2,482 | ||||||||||||
U.S.T-Note 2 Yr (CBT) Futures | 5 | June 2019 | 1,065,039 | 4,017 | ||||||||||||
U.S. Ultra Bond (CBT) Futures | 19 | June 2019 | 3,121,344 | 34,651 | ||||||||||||
Sold Contracts | ||||||||||||||||
U.S.T-Note 5 Yr (CBT) Futures | 10 | June 2019 | 1,156,406 | (2,281 | ) | |||||||||||
U.S.T-Note 10 Yr (CBT) Futures | 7 | June 2019 | 865,703 | (9,142 | ) | |||||||||||
|
| |||||||||||||||
$ | 37,730 | |||||||||||||||
|
|
24 | AB CORPORATE INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)
Rate Type | ||||||||||||||||||||||||||||||
Notional | Termination Date | Payments made by the Fund | Payments received by the Fund | Payment Frequency Paid/ Received | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||||||||||
USD | 1,170 | 9/09/21 | 1.132% | | 3 Month LIBOR | | Semi-Annual/ Quarterly | $ | 35,250 | $ | — | $ | 35,250 | |||||||||||||||||
USD | 1,070 | 3/27/22 | 2.058% | | 3 Month LIBOR | | Semi-Annual/ Quarterly | 8,690 | — | 8,690 | ||||||||||||||||||||
USD | 60 | 11/04/44 | | 3 Month LIBOR | | 3.049% | Quarterly/ Semi-Annual | 4,176 | — | 4,176 | ||||||||||||||||||||
USD | 60 | 5/05/45 | | 3 Month LIBOR | | 2.562% | Quarterly/ Semi-Annual | (1,564 | ) | — | (1,564 | ) | ||||||||||||||||||
USD | 60 | 6/02/46 | | 3 Month LIBOR | | 2.186% | Quarterly/ Semi-Annual | (6,220 | ) | — | (6,220 | ) | ||||||||||||||||||
USD | 690 | 7/15/46 | | 3 Month LIBOR | | 1.783% | Quarterly/ Semi-Annual | (127,558 | ) | — | (127,558 | ) | ||||||||||||||||||
USD | 270 | 9/02/46 | | 3 Month LIBOR | | 1.736% | Quarterly/ Semi-Annual | (54,153 | ) | — | (54,153 | ) | ||||||||||||||||||
USD | 50 | 11/02/46 | | 3 Month LIBOR | | 2.086% | Quarterly/ Semi-Annual | (6,295 | ) | — | (6,295 | ) | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
$ | (147,674 | ) | $ | — | $ | (147,674 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
CREDIT DEFAULT SWAPS (see Note C)
Swap Counterparty & Referenced Obligation | Fixed Rate (Pay) Receive | Payment Frequency | Implied Credit Spread at April 30, 2019 | Notional Amount (000) | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||||||||
Sale Contracts |
| |||||||||||||||||||||||||||
Credit Suisse International | ||||||||||||||||||||||||||||
Kohl’s Corp., 4.250%, 7/17/25, 6/20/19* | 1.00 | % | Quarterly | 0.06 | % | USD 34 | $ | 84 | $ | (13 | ) | $ | 97 |
* | Termination date |
(a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $7,739,974 or 7.8% of net assets. |
(b) | Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019. |
(c) | Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date. |
Glossary:
CBT – Chicago Board of Trade
LIBOR – London Interbank Offered Rates
PJSC – Public Joint Stock Company
REIT – Real Estate Investment Trust
See notes to financial statements.
abfunds.com | AB CORPORATE INCOME SHARES | 25 |
STATEMENT OF ASSETS & LIABILITIES
April 30, 2019
Assets | ||||
Investments in securities, at value (cost $95,155,547) | $ | 97,367,217 | ||
Cash | 1,050,785 | |||
Cash collateral due from broker | 144,544 | |||
Interest receivable | 995,736 | |||
Receivable for shares of beneficial interest sold | 234,864 | |||
Receivable for variation margin on futures | 14,136 | |||
Receivable for variation margin on centrally cleared swaps | 6,937 | |||
Market value on credit default swaps (net premiums received $13) | 84 | |||
|
| |||
Total assets | 99,814,303 | |||
|
| |||
Liabilities | ||||
Payable for investment securities purchased | 796,736 | |||
Dividends payable | 335,679 | |||
Other liabilities | 1,414 | |||
|
| |||
Total liabilities | 1,133,829 | |||
|
| |||
Net Assets | $ | 98,680,474 | ||
|
| |||
Composition of Net Assets | ||||
Shares of beneficial interest, at par | $ | 89 | ||
Additionalpaid-in capital | 98,144,630 | |||
Distributable earnings | 535,755 | |||
|
| |||
$ | 98,680,474 | |||
|
| |||
Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 8,878,996 common shares outstanding) | $ | 11.11 | ||
|
|
See notes to financial statements.
26 | AB CORPORATE INCOME SHARES | abfunds.com |
STATEMENT OF OPERATIONS
Year Ended April 30, 2019
Investment Income | ||||||||
Interest | $ | 3,597,902 | ||||||
Other income | 1,088 | |||||||
|
| |||||||
Total investment income | $ | 3,598,990 | ||||||
|
| |||||||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||||||
Net realized gain (loss) on: | ||||||||
Investment transactions(a) | (1,562,824 | ) | ||||||
Futures | (94,375 | ) | ||||||
Swaps | 53,474 | |||||||
Net change in unrealized appreciation/depreciation of: | ||||||||
Investments(b) | 4,243,419 | |||||||
Futures | 23,911 | |||||||
Swaps | (1,432 | ) | ||||||
|
| |||||||
Net gain on investment transactions | 2,662,173 | |||||||
|
| |||||||
Net Increase in Net Assets from Operations | $ | 6,261,163 | ||||||
|
|
(a) | Net of foreign capital gains taxes of $634. |
(b) | Net of increase in accrued foreign capital gains taxes of $780. |
See notes to financial statements.
abfunds.com | AB CORPORATE INCOME SHARES | 27 |
STATEMENT OF CHANGES IN NET ASSETS
Year Ended April 30, 2019 | Year Ended April 30, 2018 | |||||||
Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 3,598,990 | $ | 2,826,325 | ||||
Net realized gain (loss) on investment transactions | (1,603,725 | ) | 461,846 | |||||
Net change in unrealized appreciation/depreciation of investments | 4,265,898 | (3,145,718 | ) | |||||
|
|
|
| |||||
Net increase in net assets from operations | 6,261,163 | 142,453 | ||||||
Distribution to Shareholders | (3,601,284 | ) | (2,860,509 | ) | ||||
Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 11,280,835 | 13,267,098 | ||||||
|
|
|
| |||||
Total increase | 13,940,714 | 10,549,042 | ||||||
Net Assets | ||||||||
Beginning of period | 84,739,760 | 74,190,718 | ||||||
|
|
|
| |||||
End of period | $ | 98,680,474 | $ | 84,739,760 | ||||
|
|
|
|
See notes to financial statements.
28 | AB CORPORATE INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS
April 30, 2019
NOTE A
Significant Accounting Policies
AB 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 dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as anopen-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Corporate Income Shares (the “Fund”).
Shares of the Fund are offered exclusively to holders of accounts established underwrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.
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 (the “Board”).
In general, the market values 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 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
abfunds.com | AB CORPORATE INCOME SHARES | 29 |
NOTES TO FINANCIAL STATEMENTS(continued)
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 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 any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 Fund may use fair value pricing for securities primarily traded innon-U.S. markets because most foreign markets close well before the Fund 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. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.
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NOTES TO FINANCIAL STATEMENTS(continued)
2. Fair Value Measurements
In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be 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 Fund. Unobservable inputs reflect the Fund’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 Fund’s own assumptions in determining the fair value of investments) |
The fair value of debt instruments, such as bonds, andover-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 rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are 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. In addition,non-agency rated investments are classified as Level 3.
Other fixed income investments, includingnon-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
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NOTES TO FINANCIAL STATEMENTS(continued)
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.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2019:
Investments in | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: | ||||||||||||||||
Corporates – Investment Grade | $ | – 0 | – | $ | 95,381,465 | $ | – 0 | – | $ | 95,381,465 | ||||||
Governments – Sovereign Bonds | – 0 | – | 1,009,710 | – 0 | – | 1,009,710 | ||||||||||
Quasi-Sovereigns | – 0 | – | 849,790 | – 0 | – | 849,790 | ||||||||||
Corporates –Non-Investment Grade | – 0 | – | 126,252 | – 0 | – | 126,252 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments in Securities | – 0 | – | 97,367,217 | – 0 | – | 97,367,217 | ||||||||||
Other Financial Instruments(a): | ||||||||||||||||
Assets: | ||||||||||||||||
Futures | 49,153 | – 0 | – | – 0 | – | 49,153 | (b) | |||||||||
Centrally Cleared Interest Rate Swaps | – 0 | – | 48,116 | – 0 | – | 48,116 | (b) | |||||||||
Credit Default Swaps | – 0 | – | 84 | – 0 | – | 84 | ||||||||||
Liabilities: | ||||||||||||||||
Futures | (11,423 | ) | – 0 | – | – 0 | – | (11,423 | )(b) | ||||||||
Centrally Cleared Interest Rate Swaps | – 0 | – | (195,790 | ) | – 0 | – | (195,790 | )(b) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 37,730 | $ | 97,219,627 | $ | – 0 | – | $ | 97,257,357 | |||||||
|
|
|
|
|
|
|
|
(a) | Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value. |
(b) | Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value. |
3. Taxes
It is the Fund’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 Fund’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 Fund’s financial statements.
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NOTES TO FINANCIAL STATEMENTS(continued)
4. Investment Income and Investment Transactions
Dividend income is recorded on theex-dividend date or as soon as the Fund 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 Fund amortizes premiums and accretes discounts as adjustments to interest income.
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on theex-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 Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts inwrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.
During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a
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NOTES TO FINANCIAL STATEMENTS(continued)
100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.
It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.
At the November 14, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.
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NOTES TO FINANCIAL STATEMENTS(continued)
The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund 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 Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.
Brokerage commissions paid on investment transactions for the year ended April 30, 2019 amounted to $856, 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 year ended April 30, 2019 were as follows:
Purchases | Sales | |||||||
Investment securities (excluding | $ | 123,868,352 | $ | 113,859,956 | ||||
U.S. government securities | 7,998,281 | 8,045,192 |
The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:
Cost | $ | 95,156,421 | ||
|
| |||
Gross unrealized appreciation | $ | 2,420,857 | ||
Gross unrealized depreciation | (364,555 | ) | ||
|
| |||
Net unrealized appreciation | $ | 2,056,302 | ||
|
|
1. Derivative Financial Instruments
The Fund 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 types of derivatives utilized by the Fund, as well as the methods in which they may be used are:
• | Futures |
The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential
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NOTES TO FINANCIAL STATEMENTS(continued)
movements in the market. The Fund 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 and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Fund may purchase or sell futures for foreign currencies or options thereon fornon-hedging purposes as a means of making direct investment in foreign currencies.
At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund 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 Fund 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 is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund 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 subjects the Fund 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. Use of short futures subjects the Fund to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.
During the year ended April 30, 2019, the Fund held futures for hedging purposes.
• | Swaps |
The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective
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NOTES TO FINANCIAL STATEMENTS(continued)
swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.
Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.
Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on aphased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.
At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal
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NOTES TO FINANCIAL STATEMENTS(continued)
to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund 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 centrally cleared swaps is generally less thannon-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund 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.
Interest Rate Swaps:
The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.
In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
During the year ended April 30, 2019, the Fund held interest rate swaps for hedging purposes.
Credit Default Swaps:
The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments
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NOTES TO FINANCIAL STATEMENTS(continued)
from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.
In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty. As of April 30, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.
Credit default swaps may involve greater risks than if a Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.
Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.
During the year ended April 30, 2019, the Fund held credit default swaps for non- hedging purposes.
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NOTES TO FINANCIAL STATEMENTS(continued)
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment(close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.
The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.
During the year ended April 30, 2019, the Fund had entered into the following derivatives:
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Type | Statement of | Fair Value | Statement of | Fair Value | ||||||||
Interest rate contracts | Receivable/Payable for variation margin on futures | $ | 49,153 | * | Receivable/Payable for variation margin on futures | $ | 11,423 | * | ||||
Interest rate contracts | Receivable/Payable for variation margin on centrally cleared swaps |
| 48,116 | * | Receivable/Payable for variation margin on centrally cleared swaps |
| 195,790 | * | ||||
Credit contracts | Market value on credit default swaps | 84 | ||||||||||
|
|
|
| |||||||||
Total | $ | 97,353 | $ | 207,213 | ||||||||
|
|
|
|
* | Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. |
40 | AB CORPORATE INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
Derivative Type | Location of Gain | Realized Gain or (Loss) on Derivatives | Change in Unrealized Appreciation or (Depreciation) | |||||||||
Interest rate contracts | Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures | $ | (94,375 | ) | $ | 23,911 | ||||||
Interest rate contracts | Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps | 53,037 | (1,053 | ) | ||||||||
Credit contracts | Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps | 437 | (379 | ) | ||||||||
|
|
|
| |||||||||
Total | $ | (40,901 | ) | $ | 22,479 | |||||||
|
|
|
|
The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:
Futures: | ||||
Average notional amount of buy contracts | $ | 3,568,890 | ||
Average notional amount of sale contracts | $ | 4,911,891 | ||
Interest Rate Swaps: | ||||
Average notional amount | $ | 600,000 | (a) | |
Centrally Cleared Interest Rate Swaps: | ||||
Average notional amount | $ | 4,350,769 | ||
Credit Default Swaps: | ||||
Average notional amount of sale contracts | $ | 33,934 |
(a) | Positions were open for nine months during the year. |
For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.
All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.
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NOTES TO FINANCIAL STATEMENTS(continued)
Counterparty | Derivative Assets Subject to a MA | Derivatives Available for Offset | Cash Collateral Received* | Security Collateral Received* | Net Amount of Derivative Assets | |||||||||||||||
Credit Suisse International | $ | 84 | $ | – 0 | – | $ | – 0 | – | $ | – 0 | – | $ | 84 | |||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | $ | 84 | $ | – 0 | – | $ | – 0 | – | $ | – 0 | – | $ | 84 | ^ | ||||||
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|
* | The actual collateral received/pledged may be more than the amount reported due to over-collateralization. |
^ | Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty. |
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
Shares | Amount | |||||||||||||||||||||||
Year Ended April 30, 2019 | Year Ended April 30, 2018 | Year Ended April 30, 2019 | Year Ended April 30, 2018 | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Shares sold | 3,322,790 | 2,303,569 | $ | 35,696,079 | $ | 25,844,879 | ||||||||||||||||||
| ||||||||||||||||||||||||
Shares redeemed | (2,282,342 | ) | (1,123,831 | ) | (24,415,244 | ) | (12,577,781 | ) | ||||||||||||||||
| ||||||||||||||||||||||||
Net increase | 1,040,448 | 1,179,738 | $ | 11,280,835 | $ | 13,267,098 | ||||||||||||||||||
|
NOTE E
Risks Involved in Investing in the Fund
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 and any accrued interest. 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 existing 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
42 | AB CORPORATE INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
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 ofnon-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—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.
Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.
NOTE F
Joint Credit Facility
A number ofopen-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.
NOTE G
Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:
2019 | 2018 | |||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 3,601,284 | $ | 2,860,509 | ||||
|
|
|
| |||||
Total distributions paid | $ | 3,601,284 | $ | 2,860,509 | ||||
|
|
|
|
abfunds.com | AB CORPORATE INCOME SHARES | 43 |
NOTES TO FINANCIAL STATEMENTS(continued)
As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed ordinary income | $ | 411,789 | ||
Accumulated capital and other losses | (1,595,243 | )(a) | ||
Unrealized appreciation/(depreciation) | 2,055,522 | (b) | ||
|
| |||
Total accumulated earnings/(deficit) | $ | 872,068 | (c) | |
|
|
(a) | As of April 30, 2019, the Fund had a net capital loss carryforward of $1,595,243. |
(b) | The differences between book-basis andtax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of swaps, and the tax deferral of losses on wash sales. |
(c) | The differences between book-basis andtax-basis components of accumulated earnings/(deficit) are attributable primarily to the accrual of foreign capital gains tax and dividends payable. |
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $226,600 and a net long-term capital loss carryforward of $1,368,643, which may be carried forward for an indefinite period.
During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additionalpaid-in capital.
NOTE H
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.
In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The
44 | AB CORPORATE INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.
In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.
NOTE I
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 Fund’s financial statements through this date.
abfunds.com | AB CORPORATE INCOME SHARES | 45 |
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Year Ended April 30, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
|
| |||||||||||||||||||
Net asset value, beginning of period | $ 10.81 | $ 11.14 | $ 11.19 | $ 11.36 | $ 11.13 | |||||||||||||||
|
| |||||||||||||||||||
Income From Investment Operations | ||||||||||||||||||||
Net investment income(a) | .44 | .39 | .38 | .39 | .43 | |||||||||||||||
Net realized and unrealized gain (loss) on investment transactions | .30 | (.33 | ) | (.04 | ) | (.16 | ) | .22 | ||||||||||||
|
| |||||||||||||||||||
Net increase in net asset value from operations | .74 | .06 | .34 | .23 | .65 | |||||||||||||||
|
| |||||||||||||||||||
Less: Dividends | ||||||||||||||||||||
Dividends from net investment income | (.44 | ) | (.39 | ) | (.39 | ) | (.40 | ) | (.42 | ) | ||||||||||
|
| |||||||||||||||||||
Net asset value, end of period | $ 11.11 | $ 10.81 | $ 11.14 | $ 11.19 | $ 11.36 | |||||||||||||||
|
| |||||||||||||||||||
Total Return | ||||||||||||||||||||
Total investment return based on net asset value(b)* | 7.03 | % | .50 | % | 3.08 | % | 2.12 | % | 5.94 | % | ||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (000’s omitted) | $98,680 | $84,740 | $74,191 | $63,342 | $44,939 | |||||||||||||||
Ratio to average net | ||||||||||||||||||||
Net investment income | 4.06 | % | 3.47 | % | 3.43 | % | 3.60 | % | 3.76 | % | ||||||||||
Portfolio turnover rate | 140 | % | 73 | % | 79 | % | 59 | % | 42 | % |
(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. |
* | Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended April 30, 2017 and April 30, 2015 by .01% and .01%, respectively. |
See notes to financial statements.
46 | AB CORPORATE INCOME SHARES | abfunds.com |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Trustees of AB Corporate Shares
and Shareholders of AB Corporate Income Shares:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of AB Corporate Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
abfunds.com | AB CORPORATE INCOME SHARES | 47 |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM(continued)
disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the AB investment companies since 1968.
New York, New York
June 26, 2019
48 | AB CORPORATE INCOME SHARES | abfunds.com |
2019 FEDERAL TAX INFORMATION
(unaudited)
For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2019.
For foreign shareholders, 79.05% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.
Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2020.
abfunds.com | AB CORPORATE INCOME SHARES | 49 |
RESULTS OF SHAREHOLDER MEETING
(unaudited)
A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Corporate Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until November 14, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):
1. | To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. |
Trustee: | Voted For: | Authority Withheld: | ||||||
Michael J. Downey | 259,751,621 | 1,668,188 | ||||||
William H. Foulk, Jr.* | 259,751,621 | 1,668,188 | ||||||
Nancy P. Jacklin | 259,751,621 | 1,668,188 | ||||||
Robert M. Keith | 259,751,621 | 1,668,188 | ||||||
Carol C. McMullen | 259,751,621 | 1,668,188 | ||||||
Gary L. Moody | 259,751,621 | 1,668,188 | ||||||
Marshall C. Turner, Jr. | 259,751,621 | 1,668,188 | ||||||
Earl D. Weiner | 259,751,621 | 1,668,188 |
2. | To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P. |
Voted For | Voted Against | Abstained | Broker Non-Votes | |||||||||||
6,527,868 | – 0 – | 476,451 | 216,745 |
* | Mr. Foulk retired on December 31, 2018. |
50 | AB CORPORATE INCOME SHARES | abfunds.com |
BOARD OF TRUSTEES
Marshall C. Turner, Jr.(1),Chairman Michael J. Downey(1) Nancy P. Jacklin(1) Robert M. Keith,President and Chief Executive Officer | Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1) |
OFFICERS
Douglas J. Peebles,Senior Vice President Shawn E. Keegan(2),Vice President Matthew J. Minnetian(2),Vice President Emilie D. Wrapp,Secretary | Michael J. Reyes, Senior Analyst Joseph J. Mantineo,Treasurer and Chief Financial Officer Phyllis J. Clarke,Controller Vincent S. Noto,Chief Compliance Officer |
Custodian and Accounting Agent State Street Bank and Trust Company
Principal Underwriter AllianceBernstein Investments, Inc.
| 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 | |
Transfer Agent AllianceBernstein Investor Services, Inc. |
1 | Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors 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. Keegan and Minnetian are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio. |
abfunds.com | AB CORPORATE INCOME SHARES | 51 |
TRUSTEES AND OFFICERS INFORMATION
Board of Trustees Information
The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustees is set forth below.
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INTERESTED TRUSTEE | ||||||||
Robert M. Keith,# (2010) | Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004. | 92 | None |
52 | AB CORPORATE INCOME SHARES | abfunds.com |
TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEE | ||||||||
Marshall C. Turner, Jr.,##Chairman of the Board 77 (2005) | Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensivenon-profit board leadership experience, and currently serves on the boards of two education and science-relatednon-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014. | 92 | Xilinx, Inc. (programmable logic semi-conductors) since 2007 |
abfunds.com | AB CORPORATE INCOME SHARES | 53 |
TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Michael J. Downey,## 75 (2005) | Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005. | 92 | None |
54 | AB CORPORATE INCOME SHARES | abfunds.com |
TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Nancy P. Jacklin,## 71 (2006) | Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014. | 92 | None |
abfunds.com | AB CORPORATE INCOME SHARES | 55 |
TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Carol C. McMullen,## 63 (2016) | Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company andnon-profit boards, and as a director or trustee of the AB Funds since June 2016. | 92 | None |
56 | AB CORPORATE INCOME SHARES | abfunds.com |
TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED)** | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Garry L. Moody,## 67 (2008) | Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008. | 92 | None | |||||
Earl D. Weiner,## 79 (2007) | Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of variousnon-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014. | 92 | None |
abfunds.com | AB CORPORATE INCOME SHARES | 57 |
TRUSTEES AND OFFICERS INFORMATION(continued)
* | The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department, Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105. |
** | There is no stated term of office for the Trust’s Trustees. |
*** | The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust. |
# | Mr. Keith is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser. |
## | Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. |
58 | AB CORPORATE INCOME SHARES | abfunds.com |
TRUSTEES AND OFFICERS INFORMATION(continued)
Officer Information
Certain information concerning the Trust’s officers is set forth below.
NAME, ADDRESS,* AND AGE | POSITION(S) HELD WITH FUND | PRINCIPAL OCCUPATION DURING PAST FIVE YEARS | ||
Robert M. Keith 59 | President and Chief Executive Officer | See biography above. | ||
Douglas J. Peebles 53 | Senior Vice President | Senior Vice President of the Adviser,** with which he has been associated since prior to 2014. | ||
Shawn E. Keegan 47 | Vice President | Senior Vice President of the Adviser,** with which he has been associated since prior to 2014. | ||
Matthew J. Minnetian 54 | Vice President | Senior Vice President of the Adviser,** with which he’s been associated with since prior to 2014. | ||
Emilie D. Wrapp 63 | Secretary | Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2014. | ||
Michael B. Reyes 42 | Senior Analyst | Vice President of the Adviser,** with which he has been associated since prior to 2014. | ||
Joseph J. Mantineo 60 | Treasurer and Chief Financial Officer | Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2014. | ||
Phyllis J. Clarke 58 | Controller | Vice President of ABIS,** with which she has been associated since prior to 2014. | ||
Vincent S. Noto 54 | Chief Compliance Officer | Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012. |
* | The address for each of the Trust’s Officers is 1345 Avenue of the Americas, New York, NY 10105. |
** | The Adviser, ABI and ABIS are affiliates of the Trust. |
The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative orABI at (800)-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.
abfunds.com | AB CORPORATE INCOME SHARES | 59 |
Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments
As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Corporate Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.
At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.
The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.
A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.
At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature
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and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.
The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.
The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of
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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.
Costs of Services to be Provided and Profitability
The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is
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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.
Fall-Out Benefits
The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.
Investment Results
In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.
Management Fees and Other Expenses
The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider
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(the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.
The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.
The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund andsub-advised fund clients as compared to the Funds, and
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the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.
With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.
The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.
Economies of Scale
The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific
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services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.
The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.
Interim Advisory Agreements
In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.
Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement
The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Corporate Income Shares (the “Fund”) at a meeting held onNovember 6-8, 2018 (the “Meeting”).
Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are
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independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.
The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of theopen-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.
The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.
The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:
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Nature, Extent and Quality of Services Provided
The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.
Costs of Services Provided and Profitability
The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2016. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2017 was not unreasonable.
Fall-Out Benefits
The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.
Investment Results
In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.
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At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the1-,3-,5- and10-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.
Advisory Fees
The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.
The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.
The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.
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The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.
Economies of Scale
The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.
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This page is not part of the Shareholder Report or the Financial Statements.
AB FAMILY OF FUNDS
US EQUITY
US CORE
Core Opportunities Fund
FlexFee™ US Thematic Portfolio
Select US Equity Portfolio
US GROWTH
Concentrated Growth Fund
Discovery Growth Fund
FlexFee™ Large Cap Growth Portfolio
Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
US VALUE
Discovery Value Fund
Equity Income Fund
Relative Value Fund
Small Cap Value Portfolio
Value Fund
INTERNATIONAL/ GLOBAL EQUITY
INTERNATIONAL/ GLOBAL CORE
FlexFee™ International Strategic Core Portfolio
Global Core Equity Portfolio
International Portfolio
International Strategic Core Portfolio
Sustainable Global Thematic Fund
Tax-Managed International Portfolio
Tax-Managed Wealth Appreciation Strategy
Wealth Appreciation Strategy
INTERNATIONAL/ GLOBAL GROWTH
Concentrated International Growth Portfolio
FlexFee™ Emerging Markets Growth Portfolio
INTERNATIONAL/ GLOBAL EQUITY(continued)
Sustainable International Thematic Fund
INTERNATIONAL/ GLOBAL VALUE
All China Equity Portfolio
International Value Fund
FIXED INCOME
MUNICIPAL
High Income Municipal Portfolio
Intermediate California Municipal Portfolio
Intermediate Diversified Municipal Portfolio
Intermediate New York Municipal Portfolio
Municipal Bond Inflation Strategy
Tax-Aware Fixed Income Portfolio
National Portfolio
Arizona Portfolio
California Portfolio
Massachusetts Portfolio
Minnesota Portfolio
New Jersey Portfolio
New York Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
TAXABLE
Bond Inflation Strategy
FlexFee™ High Yield Portfolio
FlexFee™ International Bond Portfolio
Global Bond Fund
High Income Fund
Income Fund
Intermediate Bond Portfolio
Limited Duration High Income Portfolio
Short Duration Portfolio
ALTERNATIVES
All Market Real Return Portfolio
Global Real Estate Investment Fund
Select US Long/Short Portfolio
Unconstrained Bond Fund
MULTI-ASSET
All Market Income Portfolio
All Market Total Return Portfolio
Conservative Wealth Strategy
Emerging Markets Multi-Asset Portfolio
Global Risk Allocation Fund
Tax-Managed All Market Income Portfolio
TARGET-DATE
Multi-Manager Select Retirement Allocation Fund
Multi-Manager Select 2010 Fund
Multi-Manager Select 2015 Fund
Multi-Manager Select 2020 Fund
Multi-Manager Select 2025 Fund
Multi-Manager Select 2030 Fund
Multi-Manager Select 2035 Fund
Multi-Manager Select 2040 Fund
Multi-Manager Select 2045 Fund
Multi-Manager Select 2050 Fund
Multi-Manager Select 2055 Fund
Multi-Manager Select 2060 Fund
CLOSED-END FUNDS
AllianceBernstein Global High Income Fund
AllianceBernstein National Municipal Income Fund
We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.
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NOTES
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NOTES
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NOTES
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NOTES
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NOTES
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AB CORPORATE INCOME SHARES
1345 Avenue of the Americas
New York, NY 10105
800 221 5672
CIS-0151-0419
APR 04.30.19
ANNUAL REPORT
AB MUNICIPAL INCOME SHARES
Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.
You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.
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.abfunds.com or contact your AB 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 recent12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.
AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.
The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.
FROM THE PRESIDENT | ![]() |
Dear Shareholder,
We are pleased to provide this report for AB Municipal Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.
As always, AB strives to keep clients ahead of what’s next by:
+ | Transforming uncommon insights into uncommon knowledge with a global research scope |
+ | Navigating markets with seasoned investment experience and sophisticated solutions |
+ | Providing thoughtful investment insights and actionable ideas |
Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.
AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.
For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.
Thank you for your investment in the AB Mutual Funds.
Sincerely,
Robert M. Keith
President and Chief Executive Officer, AB Mutual Funds
abfunds.com | AB MUNICIPAL INCOME SHARES | 1 |
ANNUAL REPORT
June 5, 2019
This report provides management’s discussion of fund performance for AB Municipal Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.
The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.
NAV RETURNS AS OF APRIL 30, 2019(unaudited)
6 Months | 12 Months | |||||||
AB MUNICIPAL INCOME SHARES | 6.99% | 7.53% | ||||||
Bloomberg Barclays Municipal Bond Index | 5.68% | 6.16% |
INVESTMENT RESULTS
The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Municipal Bond Index, for thesix- and12-month periods ended April 30, 2019.
The Fund outperformed the benchmark for both periods. The Fund is generally used to provide exposure to lower-rated municipal bonds within separately managed account strategies. Therefore, the Fund is overweight lower-rated(non-investment grade) bonds relative to the benchmark, which is fully composed of investment-grade bonds. This overweight was beneficial over both periods.
For both periods, yield-curve positioning was responsible for both top contributors and detractors, relative to the benchmark, contributing in over10-year duration municipals, while detracting inone- totwo-year duration municipals. Security selection within the industrial development utilities sector contributed, while selection in tobacco securitization andnot-for-profit health care detracted. During the12-month period, security selection in the state general obligation bond sector contributed. For thesix-month period, anoff-benchmark exposure to consumer price index swaps contributed.
The Fund utilized derivatives in the form of interest rate swaps for hedging purposes, which detracted from absolute performance for the12-month period and had no material impact for thesix-month period. Inflation swaps were utilized for hedging purposes and had no material impact for both periods.
2 | AB MUNICIPAL INCOME SHARES | abfunds.com |
MARKET REVIEW AND INVESTMENT STRATEGY
Though the financial markets showed bouts of volatility over the 12-month period ending April 30, 2019, municipal bonds performed well on a relative and absolute basis. For the first six months of the period, due to continued economic growth, the market consensus was that interest rates would trend higher. The Federal Reserve (“the Fed”) increased short-term rates four times in 2018 and toward the end of the year, financial instruments implied a strong probability of additional increases in 2019. By the end of the period, with increased global uncertainty, market sentiment had changed and instead of expecting an increase in short-term rates, the market placed an almost two-thirds probability on the Fed reducing rates later in 2019.
Perhaps in response to equity volatility and comforted by expectations of the Fed holding monetary policy steady, investor demand for municipal bonds was particularly strong in the beginning of 2019, while net-new supply was very light. Together, strong demand and limited supply pushed municipal bond prices higher. As a result the 12-month period ended with strong returns as 10-year AAA-rated municipal yields declined 43 basis points in the first four months of 2019, more than twice the decline in yield for 10-year US Treasury bonds.
The Fund’s Senior Investment Management Team relies on an investment process that combines quantitative and fundamental research to build effective municipal bond portfolios.
The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have beenpre-refunded or escrowed to maturity were 3.63% and 0.00%, respectively.
INVESTMENT POLICIES
The Fund pursues its objective by investing principally in high-yielding municipal securities that may benon-investment grade or investment-grade. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal
(continued on next page)
abfunds.com | AB MUNICIPAL INCOME SHARES | 3 |
securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.
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 credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.
The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.
The Fund may also invest in tender option bond transactions (“TOBs”); forward commitments;zero-coupon municipal securities and variable, floating and inverse floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.
The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.
4 | AB MUNICIPAL INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS
Benchmark Disclosure
The Bloomberg Barclays Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays Municipal Bond Index represents the performance of the long-termtax-exempt bond market consisting of investment-grade bonds. 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 and any accrued interest. 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.
Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.
The Fund may invest in the municipal securities of Puerto Rico or other US territories and their governmental agencies and municipalities, which are exempt from federal, state, and, where applicable, local income taxes.
abfunds.com | AB MUNICIPAL INCOME SHARES | 5 |
DISCLOSURES AND RISKS(continued)
These municipal securities may have more risks than those of other US issuers of municipal securities. Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.
Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting thetax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.
Below Investment-Grade Securities Risk: 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 may be 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.
Interest-Rate Risk:Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.
6 | AB MUNICIPAL INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS(continued)
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.
Leverage Risk:To the extent the Fund uses leveraging techniques, its 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.
Liquidity Risk:Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.
Derivatives Risk:The Fund may enter into derivative transactions such as forwards, options, futures and swaps. 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.
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. As with all investments, you may lose money by investing in the Fund.
An Important Note About Historical Performance
The performance shown in this report 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 recentmonth-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. Performance assumes reinvestment of distributions and does not account for taxes.
abfunds.com | AB MUNICIPAL INCOME SHARES | 7 |
DISCLOSURES AND RISKS(continued)
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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.
8 | AB MUNICIPAL INCOME SHARES | abfunds.com |
HISTORICAL PERFORMANCE
GROWTH OF A $10,000 INVESTMENT IN THE FUND(unaudited)
9/1/20101 TO 4/30/2019
This chart illustrates the total value of an assumed $10,000 investment in AB Municipal Income Shares (from 9/1/20101 to 4/30/2019) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.
1 | Inception date: 9/1/2010. |
abfunds.com | AB MUNICIPAL INCOME SHARES | 9 |
HISTORICAL PERFORMANCE(continued)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019(unaudited)
NAV Returns | ||||
1 Year | 7.53% | |||
5 Years | 6.23% | |||
Since Inception1 | 6.62% |
AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDARQUARTER-END
MARCH 31, 2019(unaudited)
NAV Returns | ||||
1 Year | 6.49% | |||
5 Years | 6.60% | |||
Since Inception1 | 6.62% |
The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. 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.
1 | Inception date: 9/1/2010. |
10 | AB MUNICIPAL INCOME SHARES | abfunds.com |
EXPENSE EXAMPLE
(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 November 1, 2018 | Ending Account Value April 30, 2019 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||||||
Actual | $ | 1,000 | $ | 1,069.90 | $ | 0.05 | 0.01 | % | ||||||||
Hypothetical** | $ | 1,000 | $ | 1,024.74 | $ | 0.05 | 0.01 | % |
* | Expenses are equal to the Fund’s annualized expense ratio (interest expense incurred) multiplied by the average account value over the period, multiplied by 181/365 (to reflect theone-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates. |
** | Assumes 5% annual return before expenses. |
abfunds.com | AB MUNICIPAL INCOME SHARES | 11 |
PORTFOLIO SUMMARY
April 30, 2019(unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $3,509.6
1 | All data are as of April 30, 2019. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund 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). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, thepre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includesnon-creditworthy investments, such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness ofnon-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment. |
12 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS
April 30, 2019
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
MUNICIPAL OBLIGATIONS – 96.1% | ||||||||
Long-Term Municipal Bonds – 93.7% | ||||||||
Alabama – 3.4% | ||||||||
County of Jefferson AL | $ | 5,125 | $ | 5,773,000 | ||||
County of Jefferson AL Sewer Revenue | 11,645 | 13,556,410 | ||||||
Infirmary Health System Special Care Facilities Financing Authority of Mobile | 10,000 | 11,101,450 | ||||||
Jefferson County Board of Education/AL | 28,280 | 32,484,876 | ||||||
Lower Alabama Gas District (The) | 10,000 | 12,839,000 | ||||||
Southeast Alabama Gas Supply District (The) (Goldman Sachs Group, Inc. (The)) | 13,350 | 14,292,643 | ||||||
Special Care Facilities Financing Authority of the City of Pell City Alabama | 3,000 | 3,208,110 | ||||||
Special Care Facilities Financing Authority of the City of Pell City Alabama | 10,000 | 10,693,700 | ||||||
Tuscaloosa County Industrial Development Authority | 11,045 | 11,832,067 | ||||||
Water Works Board of the City of Birmingham (The) | 3,500 | 4,119,465 | ||||||
|
| |||||||
119,900,721 | ||||||||
|
|
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Alaska – 0.3% | ||||||||
State of Alaska International Airports System | $ | 9,000 | $ | 10,264,520 | ||||
|
| |||||||
American Samoa – 0.2% | ||||||||
American Samoa Economic Development Authority | 8,315 | 8,648,431 | ||||||
|
| |||||||
Arizona – 1.0% |
| |||||||
Arizona Industrial Development Authority | 1,100 | 1,202,212 | ||||||
Arizona Sports & Tourism Authority | 3,670 | 3,915,743 | ||||||
Glendale Industrial Development Authority | 1,000 | 1,049,560 | ||||||
Glendale Industrial Development Authority | 2,700 | 2,957,607 | ||||||
Industrial Development Authority of the City of Phoenix (The) | 3,875 | 4,117,110 | ||||||
Maricopa County Industrial Development Authority | 18,500 | 20,461,370 | ||||||
Quechan Indian Tribe of Fort Yuma | 70 | 77,104 | ||||||
Salt Verde Financial Corp. | 150 | 188,910 | ||||||
Tempe Industrial Development Authority | 1,065 | 1,170,967 | ||||||
|
| |||||||
35,140,583 | ||||||||
|
|
14 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
California – 5.3% |
| |||||||
Abag Finance Authority for Nonprofit Corps. | $ | 100 | $ | 107,626 | ||||
Alameda Corridor Transportation Authority | 26,130 | 29,539,802 | ||||||
Anaheim Public Financing Authority | 1,460 | 1,674,576 | ||||||
Bay Area Toll Authority | 1,000 | 1,135,400 | ||||||
California Educational Facilities Authority | 8,210 | 9,435,853 | ||||||
California Educational Facilities Authority | 100 | 107,469 | ||||||
California Health Facilities Financing Authority | 1,700 | 1,953,810 | ||||||
California Health Facilities Financing Authority | 6,150 | 7,264,652 | ||||||
California Infrastructure & Economic Development Bank | 3,365 | 3,179,925 | ||||||
California Municipal Finance Authority | 85 | 94,076 | ||||||
California Municipal Finance Authority | 1,000 | 1,054,510 | ||||||
Series 2014 | 1,085 | 1,063,007 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 15 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
California Municipal Finance Authority | $ | 3,625 | $ | 4,138,554 | ||||
California Municipal Finance Authority | 1,025 | 1,058,825 | ||||||
California Municipal Finance Authority | 1,200 | 1,330,848 | ||||||
7.25%, 6/01/43(a) | 2,075 | 2,308,479 | ||||||
California Municipal Finance Authority | 725 | 767,282 | ||||||
California Pollution Control Financing Authority | 6,405 | 6,750,998 | ||||||
California School Finance Authority | 8,850 | 9,195,327 | ||||||
California School Finance Authority | 3,000 | 3,193,500 | ||||||
California School Finance Authority | 730 | 474,500 | ||||||
California Statewide Communities Development Authority | 530 | 567,460 | ||||||
California Statewide Communities Development Authority | 4,385 | 4,919,838 | ||||||
Series 2018A | 3,775 | 4,289,495 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
California Statewide Communities Development Authority | $ | 1,200 | $ | 1,285,596 | ||||
California Statewide Communities Development Authority | 100 | 111,418 | ||||||
California Statewide Communities Development Authority | 140 | 152,079 | ||||||
California Statewide Communities Development Authority | 250 | 266,785 | ||||||
City of Roseville CA | 1,000 | 1,109,170 | ||||||
City of San Buenaventura CA | 100 | 111,013 | ||||||
Golden State Tobacco Securitization Corp. | 52,400 | 51,283,356 | ||||||
Municipal Improvement Corp. of Los Angeles | 2,705 | 2,923,266 | ||||||
Oakland Unified School District/Alameda County | 6,215 | 7,031,149 | ||||||
Palomar Health | 3,990 | 4,395,185 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
San Francisco City & County Redevelopment Agency Successor Agency | $ | 1,000 | $ | 1,082,350 | ||||
San Joaquin Hills Transportation Corridor Agency | 1,450 | 1,615,938 | ||||||
Series 2014B | 1,000 | 1,108,610 | ||||||
Southern California Logistics Airport Authority | 1,685 | 1,685,390 | ||||||
State of California | 10,000 | 10,932,200 | ||||||
University of California CA Revenues | 1,000 | 1,121,200 | ||||||
West Contra Costa Healthcare District | 3,375 | 3,600,045 | ||||||
|
| |||||||
185,420,562 | ||||||||
|
| |||||||
Colorado – 0.7% |
| |||||||
Centerra Metropolitan District No. 1 | 5,000 | 5,216,050 | ||||||
Colorado Health Facilities Authority | 5,910 | 6,368,616 | ||||||
Colorado Health Facilities Authority | 2,910 | 3,067,402 | ||||||
Colorado Health Facilities Authority | 1,150 | 1,320,246 | ||||||
Colorado Health Facilities Authority | 1,000 | 1,050,450 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Copperleaf Metropolitan District No. 2 | $ | 1,000 | $ | 1,047,420 | ||||
E-470 Public Highway Authority | 1,000 | 1,041,860 | ||||||
Plaza Metropolitan District No. 1 | 1,500 | 1,554,600 | ||||||
Sterling Ranch Community Authority Board | 1,000 | 1,039,020 | ||||||
Sterling Ranch Community Authority Board | 2,000 | 2,028,300 | ||||||
|
| |||||||
23,733,964 | ||||||||
|
| |||||||
Connecticut – 3.5% |
| |||||||
Connecticut State Health & Educational Facilities Authority | 5,750 | 6,401,418 | ||||||
Connecticut State Health & Educational Facilities Authority | 2,095 | 2,413,272 | ||||||
Connecticut State Health & Educational Facilities Authority | 2,475 | 2,571,495 | ||||||
Connecticut State Health & Educational Facilities Authority | 5,245 | 5,915,415 | ||||||
State of Connecticut | 5,000 | 5,619,200 | ||||||
Series 2013E | 1,000 | 1,098,090 | ||||||
Series 2015F | 7,070 | 8,205,337 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2016A | $ | 8,165 | $ | 9,375,135 | ||||
Series 2016E | 12,845 | 15,001,571 | ||||||
Series 2016F | 10,205 | 11,842,392 | ||||||
Series 2017A | 26,125 | 30,560,298 | ||||||
Series 2018A | 7,930 | 9,336,363 | ||||||
Series 2018C | 7,490 | 8,871,745 | ||||||
Series 2018E | 1,035 | 1,216,073 | ||||||
State of Connecticut Special Tax Revenue | 5,000 | 5,435,900 | ||||||
|
| |||||||
123,863,704 | ||||||||
|
| |||||||
Delaware – 0.1% |
| |||||||
Delaware State Economic Development Authority | 2,440 | 2,567,854 | ||||||
Delaware State Economic Development Authority | 1,310 | 1,361,706 | ||||||
|
| |||||||
3,929,560 | ||||||||
|
| |||||||
District of Columbia – 0.8% |
| |||||||
District of Columbia | 14,050 | 14,050,000 | ||||||
NATL Series 2002B | 250 | 250,000 | ||||||
District of Columbia | 1,420 | 1,485,277 | ||||||
Series 2016A | 1,450 | 1,574,753 | ||||||
District of Columbia | 8,580 | 9,518,791 | ||||||
Series 2017B | 1,465 | 1,645,371 |
20 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Metropolitan Washington Airports Authority | $ | 500 | $ | 578,285 | ||||
|
| |||||||
29,102,477 | ||||||||
|
| |||||||
Florida – 4.9% |
| |||||||
Alachua County Health Facilities Authority | 100 | 100,006 | ||||||
Alachua County Health Facilities Authority | 435 | 490,280 | ||||||
Alachua County Health Facilities Authority | 1,000 | 1,089,850 | ||||||
Bexley Community Development District | 1,000 | 1,012,120 | ||||||
Cape Coral Health Facilities Authority | 1,400 | 1,502,522 | ||||||
6.00%,7/01/45-7/01/50(a)(c) | 4,015 | 4,319,021 | ||||||
Capital Trust Agency, Inc. | 1,300 | 1,344,824 | ||||||
Capital Trust Agency, Inc. | 5,820 | 6,168,152 | ||||||
City of Lakeland FL | 2,350 | 2,483,451 | ||||||
City of Lakeland FL | 5,610 | 6,194,562 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
County of Miami-Dade FL Aviation Revenue | $ | 10,000 | $ | 11,230,000 | ||||
Series 2015A | 1,100 | 1,257,619 | ||||||
Florida Development Finance Corp. | 28,275 | 28,969,717 | ||||||
Greater Orlando Aviation Authority | 9,650 | 11,303,293 | ||||||
Lakewood Ranch Stewardship District | 1,000 | 1,061,030 | ||||||
5.45%, 5/01/48(a)(c) | 1,525 | 1,614,091 | ||||||
Manatee County School District | 2,700 | 3,219,723 | ||||||
Marshall Creek Community Development District | 1,670 | 1,695,918 | ||||||
Martin County Health Facilities Authority | 1,950 | 2,100,519 | ||||||
Martin County Industrial Development Authority | 1,150 | 1,171,942 | ||||||
Miami Beach Health Facilities Authority | 2,885 | 3,157,921 | ||||||
Series 2014 | 2,000 | 2,193,780 | ||||||
Miami-Dade County Expressway Authority | 4,000 | 4,488,520 | ||||||
Mid-Bay Bridge Authority | 3,600 | 4,036,136 |
22 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2015C | $ | 2,750 | $ | 3,037,015 | ||||
North Broward Hospital District | 21,590 | 23,718,072 | ||||||
South Miami Health Facilities Authority | 14,530 | 16,778,458 | ||||||
Town of Davie FL | 3,765 | 4,137,359 | ||||||
Series 2018 | 19,000 | 21,476,650 | ||||||
Volusia County School Board | 1,625 | 1,844,456 | ||||||
|
| |||||||
173,197,007 | ||||||||
|
| |||||||
Georgia – 2.4% |
| |||||||
Cedartown Polk County Hospital Authority | 4,000 | 4,427,720 | ||||||
City of Atlanta Department of Aviation | 1,390 | 1,496,154 | ||||||
Series 2014A | 1,820 | 2,042,804 | ||||||
Clarke County Hospital Authority | 2,500 | 2,914,400 | ||||||
Fayette County Hospital Authority/GA | 10,710 | 12,286,082 | ||||||
Fulton County Development Authority | 2,000 | 2,320,220 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 23 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Glynn-Brunswick Memorial Hospital Authority | $ | 12,680 | $ | 14,127,663 | ||||
Gwinnett County Development Authority | 10,855 | 12,736,018 | ||||||
Main Street Natural Gas, Inc. | 16,200 | 17,482,878 | ||||||
Series 2018C | 12,245 | 13,248,478 | ||||||
|
| |||||||
83,082,417 | ||||||||
|
| |||||||
Guam – 0.1% |
| |||||||
Territory of Guam | 2,970 | 3,069,317 | ||||||
|
| |||||||
Idaho – 0.0% |
| |||||||
Idaho Housing & Finance Association | 200 | 214,486 | ||||||
|
| |||||||
Illinois – 10.2% |
| |||||||
Chicago Board of Education | 5,630 | 5,773,790 | ||||||
Series 2015C | 10,315 | 10,876,389 | ||||||
Series 2015E | 1,000 | 1,062,820 | ||||||
Series 2016A | 1,400 | 1,637,314 | ||||||
Series 2016B | 1,900 | 2,183,138 | ||||||
Series 2017G | 4,150 | 4,460,005 | ||||||
Series 2017H | 4,895 | 5,143,079 | ||||||
Series 2018A | 17,705 | 19,303,007 |
24 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Chicago O’Hare International Airport | $ | 1,665 | $ | 1,863,018 | ||||
Series 2016B | 5,000 | 5,747,300 | ||||||
Series 2016C | 9,250 | 10,541,955 | ||||||
Series 2017B | 33,445 | 38,856,359 | ||||||
Chicago O’Hare International Airport | 7,145 | 8,077,054 | ||||||
Chicago Transit Authority | 4,285 | 4,621,244 | ||||||
City of Chicago IL | 1,050 | 887,576 | ||||||
Illinois Finance Authority | 2,835 | 3,233,601 | ||||||
Illinois Finance Authority | 365 | 365,018 | ||||||
Illinois Finance Authority | 400 | 424,568 | ||||||
Illinois Finance Authority | 2,495 | 2,566,132 | ||||||
Illinois Finance Authority | 3,900 | 4,283,162 | ||||||
Illinois Finance Authority | 1,079 | 1,009,980 | ||||||
6.33%, 5/15/48(a) | 829 | 749,522 | ||||||
6.44%, 5/15/55(a) | 1,998 | 1,796,052 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 25 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2016C | $ | 609 | $ | 30,231 | ||||
Illinois Finance Authority | 3,500 | 3,784,095 | ||||||
Series 2015 | 2,000 | 2,082,780 | ||||||
Illinois Finance Authority | 3,000 | 3,297,910 | ||||||
Series 2017C | 1,000 | 1,099,400 | ||||||
Illinois Finance Authority | 4,750 | 5,280,765 | ||||||
Illinois Municipal Electric Agency | 6,700 | 7,240,154 | ||||||
Illinois State Toll Highway Authority | 3,125 | 3,602,024 | ||||||
Series 2015B | 5,250 | 5,983,497 | ||||||
Series 2016A | 7,000 | 8,077,790 | ||||||
Series 2016B | 3,450 | 3,917,579 | ||||||
Metropolitan Pier & Exposition Authority | 13,300 | 14,147,476 | ||||||
Series 2017B | 6,850 | 1,358,081 | ||||||
State of Illinois | 1,300 | 1,368,809 | ||||||
Series 2014 | 14,800 | 15,750,476 | ||||||
Series 2016 | 40,770 | 44,151,127 | ||||||
Series 2017A | 14,795 | 16,220,082 | ||||||
Series 2017D | 21,180 | 23,272,708 |
26 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
5.00%, 11/01/25(j) | $ | 30,525 | $ | 33,433,727 | ||||
Series 2018A | 12,675 | 13,993,987 | ||||||
Series 2018B | 5,000 | 5,499,850 | ||||||
Village of Antioch IL Special Service Areas No. 1 & 2 | 3,942 | 3,897,810 | ||||||
Series 2016B | 1,762 | 1,744,873 | ||||||
Village of Pingree Grove IL Special Service Area No. 7 | 866 | 892,638 | ||||||
5.00%, 3/01/36(a) | 2,963 | 3,074,972 | ||||||
Series 2015B | 943 | 1,001,853 | ||||||
|
| |||||||
359,666,777 | ||||||||
|
| |||||||
Indiana – 1.1% |
| |||||||
Indiana Finance Authority | 3,905 | 4,326,545 | ||||||
Indiana Finance Authority | 1,000 | 1,036,060 | ||||||
5.50%,8/15/40-8/15/45 | 3,020 | 3,132,314 | ||||||
Indiana Finance Authority | 1,000 | 1,074,000 | ||||||
Indiana Finance Authority | 6,980 | 7,528,657 | ||||||
Indiana Finance Authority | 21,180 | 21,603,600 | ||||||
|
| |||||||
38,701,176 | ||||||||
|
| |||||||
Iowa – 0.5% |
| |||||||
Iowa Finance Authority | 6,405 | 6,864,046 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 27 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Iowa Finance Authority | $ | 11,000 | $ | 11,686,170 | ||||
|
| |||||||
18,550,216 | ||||||||
|
| |||||||
Kansas – 0.1% |
| |||||||
Wyandotte County-Kansas City Unified Government | 1,940 | 1,969,837 | ||||||
|
| |||||||
Kentucky – 1.4% |
| |||||||
Kentucky Economic Development Finance Authority | 15,780 | 17,697,954 | ||||||
Kentucky Economic Development Finance Authority | 1,685 | 1,748,845 | ||||||
5.50%, 11/15/45(a) | 1,000 | 1,040,620 | ||||||
Series 2016A | 3,100 | 3,180,833 | ||||||
Kentucky Economic Development Finance Authority | 8,625 | 9,412,184 | ||||||
5.25%, 6/01/41 | 1,250 | 1,392,550 | ||||||
Kentucky Economic Development Finance Authority | 1,750 | 1,833,982 | ||||||
5.75%, 11/15/45(a) | 3,350 | 3,519,007 |
28 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Louisville/Jefferson County Metropolitan | $ | 8,205 | $ | 9,390,787 | ||||
|
| |||||||
49,216,762 | ||||||||
|
| |||||||
Louisiana – 1.8% |
| |||||||
Jefferson Parish Hospital Service District No. 2 | 2,130 | 2,108,700 | ||||||
Jefferson Sales Tax District | 3,400 | 4,015,236 | ||||||
Louisiana Local Government Environmental Facilities & Community Development Auth | 2,100 | 2,290,260 | ||||||
Louisiana Local Government Environmental Facilities & Community Development Auth | 27,600 | 31,665,943 | ||||||
Louisiana Public Facilities Authority | 10 | 12,047 | ||||||
Louisiana Public Facilities Authority | 2,750 | 27 | ||||||
Series 2014A | 1,250 | 12 | ||||||
Louisiana Public Facilities Authority | 17,565 | 19,526,634 | ||||||
Louisiana Public Facilities Authority | 1,110 | 1,235,175 | ||||||
New Orleans Aviation Board | 1,000 | 1,123,320 | ||||||
Port New Orleans Board of Commissioners | 1,540 | 1,677,688 | ||||||
|
| |||||||
63,655,042 | ||||||||
|
|
abfunds.com | AB MUNICIPAL INCOME SHARES | 29 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Maine – 0.5% |
| |||||||
Finance Authority of Maine | $ | 4,630 | $ | 5,042,811 | ||||
Series2018R-2 | 1,700 | 1,738,624 | ||||||
Maine Health & Higher Educational Facilities Authority | 9,620 | 11,031,605 | ||||||
Maine Health & Higher Educational Facilities Authority | 1,000 | 1,106,180 | ||||||
|
| |||||||
18,919,220 | ||||||||
|
| |||||||
Maryland – 0.3% | ||||||||
City of Baltimore MD | 3,250 | 3,686,215 | ||||||
City of Baltimore MD | 1,000 | 1,070,200 | ||||||
County of Howard MD | 1,000 | 1,016,670 | ||||||
4.50%, 2/15/47(a)(c) | 1,200 | 1,221,708 | ||||||
Maryland Health & Higher Educational Facilities Authority | 3,245 | 3,657,926 | ||||||
|
| |||||||
10,652,719 | ||||||||
|
| |||||||
Massachusetts – 1.0% | ||||||||
Massachusetts Development Finance Agency | 1,760 | 1,949,130 | ||||||
Massachusetts Development Finance Agency | 5,000 | 5,276,550 |
30 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Massachusetts Development Finance Agency | $ | 2,360 | $ | 2,743,447 | ||||
Massachusetts Development Finance Agency | 3,850 | 4,351,478 | ||||||
Massachusetts Development Finance Agency | 3,980 | 4,432,947 | ||||||
Massachusetts Development Finance Agency | 2,550 | 2,738,802 | ||||||
Massachusetts Development Finance Agency | 10,525 | 9,067,182 | ||||||
Series 2017A | 4,525 | 4,484,773 | ||||||
|
| |||||||
35,044,309 | ||||||||
|
| |||||||
Michigan – 3.8% | ||||||||
City of Detroit MI | 4,385 | 4,711,793 | ||||||
City of Detroit MI Sewage Disposal System Revenue | 4,400 | 4,749,096 | ||||||
5.25%, 7/01/39 | 4,825 | 5,224,462 | ||||||
City of Detroit MI Water Supply System Revenue | 1,060 | 1,109,470 | ||||||
Detroit City School District | 120 | 129,829 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 31 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Grand Rapids Economic Development Corp. | $ | 1,655 | $ | 1,762,883 | ||||
Great Lakes Water Authority Water Supply System Revenue | 1,025 | 1,172,241 | ||||||
Series 2016D | 25,210 | 28,887,383 | ||||||
Kalamazoo Hospital Finance Authority | 20,100 | 21,092,110 | ||||||
Michigan Finance Authority | 2,100 | 2,368,446 | ||||||
Series2015D-1 | 2,000 | 2,289,060 | ||||||
Series2015D-2 | 3,400 | 3,880,964 | ||||||
Michigan Finance Authority | 4,000 | 4,252,880 | ||||||
5.00%, 11/15/32 | 3,850 | 4,479,513 | ||||||
Michigan Finance Authority | 2,000 | 2,238,800 | ||||||
Michigan Finance Authority | 7,950 | 8,724,704 | ||||||
Michigan Strategic Fund | 2,100 | 2,361,219 | ||||||
Series 2016 | 8,970 | 10,058,151 |
32 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Michigan Strategic Fund | $ | 2,000 | $ | 2,066,140 | ||||
Michigan Strategic Fund | 8,600 | 9,806,150 | ||||||
Michigan Tobacco Settlement Finance Authority | 5,775 | 5,690,223 | ||||||
Wayne State University | 4,000 | 4,644,120 | ||||||
|
| |||||||
131,699,637 | ||||||||
|
| |||||||
Minnesota – 0.2% | ||||||||
Duluth Economic Development Authority | 2,925 | 3,322,944 | ||||||
Minnesota Higher Education Facilities Authority | 1,900 | 2,141,889 | ||||||
|
| |||||||
5,464,833 | ||||||||
|
| |||||||
Mississippi – 0.2% | ||||||||
Mississippi Hospital Equipment & Facilities Authority | 6,900 | 7,627,329 | ||||||
|
| |||||||
Missouri – 1.1% | ||||||||
Cape Girardeau County Industrial Development Authority | 2,925 | 3,255,496 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 33 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Health & Educational Facilities Authority of the State of Missouri | $ | 100 | $ | 101,610 | ||||
Series 2016A | 1,000 | 1,075,080 | ||||||
Kansas City Industrial Development Authority | 2,915 | 2,473,902 | ||||||
Lees Summit Industrial Development Authority | 620 | 649,338 | ||||||
Series 2016A | 4,060 | 4,238,539 | ||||||
Series 2018 | 6,940 | 7,291,997 | ||||||
Maryland Heights Industrial Development Authority | 4,000 | 4,169,205 | ||||||
Missouri Joint Municipal Electric Utility Commission | 3,240 | 3,697,456 | ||||||
Missouri State Environmental Improvement & Energy Resources Authority | 2,650 | 2,650,000 | ||||||
NATL Series 1998B | 60 | 60,000 | ||||||
NATL Series 1998C | 1,350 | 1,350,000 | ||||||
St. Louis County Industrial Development Authority | 2,000 | 2,099,300 | ||||||
5.125%, 12/01/45(a) | 4,500 | 4,718,565 | ||||||
|
| |||||||
37,830,488 | ||||||||
|
|
34 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Montana – 0.0% | ||||||||
Montana Facility Finance Authority | $ | 1,085 | $ | 1,234,437 | ||||
|
| |||||||
Nebraska – 1.1% | ||||||||
Central Plains Energy Project | 2,975 | 3,219,924 | ||||||
Series 2017A | 28,560 | 35,702,130 | ||||||
|
| |||||||
38,922,054 | ||||||||
|
| |||||||
Nevada – 1.3% | ||||||||
City of Carson City NV | 3,935 | 4,357,373 | ||||||
City of Reno NV | 17,500 | 2,173,150 | ||||||
Clark County School District | 17,110 | 19,689,889 | ||||||
Las Vegas Redevelopment Agency | 1,800 | 1,993,896 | ||||||
Las Vegas Valley Water District | 14,000 | 16,059,120 | ||||||
State of Nevada Department of Business & Industry | 1,890 | 1,939,083 | ||||||
|
| |||||||
46,212,511 | ||||||||
|
| |||||||
New Hampshire – 0.3% | ||||||||
New Hampshire Health and Education Facilities Authority Act | 8,105 | 9,203,795 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 35 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
New Hampshire Health and Education Facilities Authority Act | $ | 2,940 | $ | 3,129,630 | ||||
|
| |||||||
12,333,425 | ||||||||
|
| |||||||
New Jersey – 8.9% | ||||||||
City of Bayonne NJ | 1,075 | 1,221,501 | ||||||
New Jersey Economic Development Authority | 3,455 | 3,696,504 | ||||||
Series 2014P | 5,000 | 5,430,250 | ||||||
Series 2014U | 3,500 | 3,706,675 | ||||||
Series 2015X | 15,920 | 16,860,076 | ||||||
Series 2017A | 1,640 | 1,816,480 | ||||||
Series 2017B | 7,505 | 7,830,942 | ||||||
Series 2017D | 5,370 | 5,887,583 | ||||||
Series 2018A | 5,885 | 6,398,960 | ||||||
New Jersey Economic Development Authority | 6,035 | 6,591,447 | ||||||
New Jersey Economic Development Authority | 7,085 | 7,710,605 | ||||||
New Jersey Economic Development Authority | 735 | 778,005 | ||||||
New Jersey Economic Development Authority | 2,850 | 3,108,809 |
36 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2000B | $ | 1,475 | $ | 1,678,609 | ||||
New Jersey Health Care Facilities Financing Authority | 1,300 | 1,532,531 | ||||||
New Jersey Health Care Facilities Financing Authority | 100 | 103,380 | ||||||
New Jersey Health Care Facilities Financing Authority | 8,645 | 9,933,222 | ||||||
New Jersey Health Care Facilities Financing Authority | 1,070 | 1,186,009 | ||||||
New Jersey Health Care Facilities Financing Authority | 2,040 | 2,286,004 | ||||||
New Jersey Transportation Trust Fund Authority | 38,985 | 44,734,293 | ||||||
Series 2018A | 35,540 | 40,434,549 | ||||||
New Jersey Transportation Trust Fund Authority | 1,000 | �� | 1,066,570 | |||||
Series 2015A | 8,450 | 9,039,134 | ||||||
Series 2018A | 1,000 | 1,121,760 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 37 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
New Jersey Turnpike Authority | $ | 170 | $ | 187,814 | ||||
5.00%, 1/01/27(Pre-refunded/ETM) | 2,330 | 2,574,161 | ||||||
5.00%, 1/01/32(Pre-refunded/ETM) | 1,000 | 1,104,790 | ||||||
Series 2015E | 15,400 | 17,462,368 | ||||||
Series 2016A | 6,500 | 7,533,825 | ||||||
Series 2017A | 15,000 | 17,647,600 | ||||||
Series 2017B | 13,540 | 16,281,816 | ||||||
Series 2019A | 11,320 | 13,324,885 | ||||||
Tobacco Settlement Financing Corp./NJ | 49,405 | 51,527,439 | ||||||
|
| |||||||
311,798,596 | ||||||||
|
| |||||||
New Mexico – 0.3% | ||||||||
City of Farmington NM | 8,030 | 7,981,499 | ||||||
New Mexico Hospital Equipment Loan Council | 1,060 | 1,135,281 | ||||||
|
| |||||||
9,116,780 | ||||||||
|
| |||||||
New York – 4.9% | ||||||||
Build NYC Resource Corp. | 2,000 | 2,089,160 | ||||||
City of New York NY | 17,500 | 20,919,100 | ||||||
City of Newburgh NY | 245 | 265,859 | ||||||
Dutchess County Local Development Corp. | 13,520 | 15,200,401 |
38 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Metropolitan Transportation Authority | $ | 4,425 | $ | 4,935,424 | ||||
Series 2016A | 3,440 | 4,004,504 | ||||||
Nassau County Industrial Development Agency | 75 | 77,193 | ||||||
6.70%, 1/01/49(a) | 449 | 452,137 | ||||||
Series 2014B | 232 | 233,257 | ||||||
Series 2014C | 514 | 83,488 | ||||||
New York City Municipal Water Finance Authority | 8,000 | 9,445,200 | ||||||
New York Liberty Development Corp. | 100 | 107,527 | ||||||
New York Liberty Development Corp. | 1,325 | 1,699,418 | ||||||
New York NY GO | 500 | 552,285 | ||||||
New York State Dormitory Authority | 4,200 | 4,822,784 | ||||||
New York State Thruway Authority | 3,800 | 4,346,782 | ||||||
AGM Series 2012I | 2,000 | 2,147,960 | ||||||
New York Transportation Development Corp. | 51,325 | 61,029,386 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 39 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
New York Transportation Development Corp. | $ | 13,185 | $ | 14,310,388 | ||||
Orange County Funding Corp. | 1,090 | 1,127,812 | ||||||
Port Authority of New York & New Jersey | 3,900 | 4,199,871 | ||||||
Series 2013178 | 5,000 | 5,566,850 | ||||||
Triborough Bridge & Tunnel Authority | 1,950 | 2,162,377 | ||||||
Ulster County Capital Resource Corp. | 860 | 842,740 | ||||||
5.25%,9/15/42-9/15/53(a) | 2,330 | 2,298,791 | ||||||
Westchester County Local Development Corp. | 3,840 | 4,058,381 | ||||||
Westchester County Local Development Corp. | 4,230 | 4,645,005 | ||||||
|
| |||||||
171,624,080 | ||||||||
|
| |||||||
North Carolina – 0.7% |
| |||||||
County of New Hanover NC | 5,830 | 6,658,080 | ||||||
North Carolina Medical Care Commission | 5,000 | 5,167,600 | ||||||
5.00%, 7/01/45(a) | 1,000 | 1,038,590 | ||||||
North Carolina Medical Care Commission | 2,250 | 2,412,788 |
40 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
North Carolina Medical Care Commission | $ | 1,735 | $ | 1,828,534 | ||||
Series 2017 | 1,000 | 1,051,900 | ||||||
North Carolina Turnpike Authority | 5,000 | 5,733,900 | ||||||
|
| |||||||
23,891,392 | ||||||||
|
| |||||||
North Dakota – 0.7% |
| |||||||
County of Grand Forks ND | 7,725 | 7,560,148 | ||||||
5.375%, 9/15/38(a)(c) | 4,750 | 4,441,393 | ||||||
County of Ward ND | 10,230 | 11,142,281 | ||||||
|
| |||||||
23,143,822 | ||||||||
|
| |||||||
Ohio – 2.8% |
| |||||||
American Municipal Power, Inc. | 10,000 | 11,208,580 | ||||||
Buckeye Tobacco Settlement Financing Authority | 21,875 | 20,726,562 | ||||||
Butler County Port Authority | 675 | 707,299 | ||||||
City of Chillicothe/OH | 7,500 | 8,463,868 | ||||||
County of Cuyahoga/OH | 5,680 | 6,144,283 | ||||||
Series 2017 | 6,490 | 7,081,628 | ||||||
5.25%, 2/15/47 | 12,860 | 14,157,060 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 41 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
County of Franklin OH | $ | 2,300 | $ | 2,331,694 | ||||
County of Hamilton OH | 1,030 | 1,064,011 | ||||||
County of Montgomery OH | 2,415 | 2,633,485 | ||||||
Dayton-Montgomery County Port Authority | 2,500 | 2,535,900 | ||||||
Ohio Air Quality Development Authority | 5,440 | 5,440,000 | ||||||
Series 2009D | 5,205 | 5,205,000 | ||||||
Ohio Air Quality Development Authority | 7,480 | 7,480,000 | ||||||
Ohio Water Development Authority Water Pollution Control Loan Fund | 3,110 | 3,110,000 | ||||||
Toledo-Lucas County Port Authority | 1,000 | 1,037,720 | ||||||
|
| |||||||
99,327,090 | ||||||||
|
| |||||||
Oklahoma – 0.2% |
| |||||||
Oklahoma Development Finance Authority | 4,885 | 5,602,607 | ||||||
Tulsa Airports Improvement Trust | 1,125 | 1,215,416 | ||||||
|
| |||||||
6,818,023 | ||||||||
|
|
42 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Oregon – 0.0% |
| |||||||
Hospital Facilities Authority of Multnomah County Oregon | $ | 145 | $ | 146,557 | ||||
|
| |||||||
Pennsylvania – 7.4% |
| |||||||
Allegheny County Hospital Development Authority | 33,535 | 38,889,636 | ||||||
Allentown Neighborhood Improvement Zone Development Authority | 2,270 | 2,446,606 | ||||||
Altoona Area School District | 1,600 | 1,789,904 | ||||||
Beaver County Industrial Development Authority | 10,000 | 10,000,000 | ||||||
Beaver County Industrial Development Authority | 1,430 | 1,430,000 | ||||||
Bensalem Township School District | 8,570 | 9,686,242 | ||||||
Berks County Industrial Development Authority | 1,000 | 1,086,820 | ||||||
Chambersburg Area Municipal Authority | 1,350 | 1,399,383 | ||||||
6.00%, 10/01/48 | 9,000 | 9,413,100 | ||||||
Chester County Industrial Development Authority | 1,050 | 1,084,178 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 43 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
City of Philadelphia PA | $ | 1,200 | $ | 1,278,900 | ||||
Series 2017 | 12,110 | 14,198,669 | ||||||
AGM Series 2017A | 13,000 | 14,912,700 | ||||||
City of Philadelphia PA Water & Wastewater Revenue | 5,105 | 6,000,958 | ||||||
Commonwealth of Pennsylvania | 1,120 | 1,280,328 | ||||||
County of Lehigh PA | 10,000 | 10,399,000 | ||||||
Crawford County Hospital Authority | 3,375 | 3,778,290 | ||||||
Cumberland County Municipal Authority | 180 | 183,530 | ||||||
Series 2012 | 1,000 | 1,022,350 | ||||||
Delaware River Joint Toll Bridge Commission | 4,000 | 4,738,120 | ||||||
Montgomery County Higher Education & Health Authority | 1,500 | 1,592,865 | ||||||
Montgomery County Higher Education & Health Authority | 3,600 | 4,202,712 |
44 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Montgomery County Industrial Development Authority/PA | $ | 200 | $ | 224,242 | ||||
Montgomery County Industrial Development Authority/PA | 1,040 | 1,056,328 | ||||||
5.25%, 1/01/40(a) | 4,740 | 4,785,836 | ||||||
Moon Industrial Development Authority | 5,135 | 5,434,319 | ||||||
Northeastern Pennsylvania Hospital & Education Authority | 265 | 276,183 | ||||||
Series 2016A | 1,400 | 1,510,124 | ||||||
Pennsylvania Economic Development Financing Authority | 1,620 | 1,736,381 | ||||||
Pennsylvania Economic Development Financing Authority | 2,830 | 3,157,884 | ||||||
Pennsylvania Higher Educational Facilities Authority | 1,000 | 1,148,250 | ||||||
Series 2017 | 1,000 | 1,140,330 | ||||||
Pennsylvania Turnpike Commission | 8,600 | 8,625,284 | ||||||
Series 2016 | 4,000 | 4,500,560 | ||||||
Series 2017B | 12,850 | 14,729,896 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 45 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2018A | $ | 10,000 | $ | 11,743,500 | ||||
Philadelphia Authority for Industrial Development | 1,000 | 1,162,620 | ||||||
Philadelphia Authority for Industrial Development | 2,000 | 2,071,720 | ||||||
School District of Philadelphia (The) | 2,615 | 2,949,730 | ||||||
Series 2016F | 4,000 | 4,552,730 | ||||||
Series 2018A | 4,000 | 4,592,040 | ||||||
Series 2018B | 3,000 | 3,386,040 | ||||||
Scranton-Lackawanna Health & Welfare Authority | 12,110 | 12,138,159 | ||||||
Series 2016B | 915 | 891,558 | ||||||
Series 2016C | 2,945 | 1,148,756 | ||||||
Series 2016D | 59,385 | 4,926,580 | ||||||
State Public School Building Authority | 9,880 | 11,597,274 | ||||||
Union County Hospital Authority | 8,435 | 9,521,717 | ||||||
|
| |||||||
259,822,332 | ||||||||
|
|
46 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Puerto Rico – 5.1% |
| |||||||
Commonwealth of Puerto Rico | $ | 4,105 | $ | 2,976,125 | ||||
Series 2006B | 1,280 | 928,000 | ||||||
Series 2008A | 255 | 184,238 | ||||||
5.50%, 7/01/32(a) | 2,910 | 2,109,750 | ||||||
Series 2009C | 1,715 | 1,243,375 | ||||||
Series 2011A | 5,310 | 3,451,500 | ||||||
Series 2012A | 1,100 | 580,250 | ||||||
5.50%, 7/01/39(d)(e) | 5,275 | 2,795,750 | ||||||
5.75%, 7/01/28(d)(e) | 1,350 | 715,500 | ||||||
Series 2014A | 13,865 | 6,932,500 | ||||||
AGC Series 2001A | 670 | 743,157 | ||||||
GDB Debt Recovery Authority of Puerto Rico | 8,799 | 6,752,976 | ||||||
Puerto Rico Commonwealth Aqueduct & Sewer Authority | 2,955 | 3,039,956 | ||||||
Series 2012A | 4,705 | 4,628,544 | ||||||
5.125%, 7/01/37 | 1,155 | 1,136,231 | ||||||
5.25%,7/01/29-7/01/42 | 10,965 | 10,909,443 | ||||||
5.50%, 7/01/28 | 4,090 | 4,100,225 | ||||||
5.75%, 7/01/37 | 2,985 | 2,996,194 | ||||||
6.00%, 7/01/47 | 2,845 | 2,862,781 | ||||||
Puerto Rico Electric Power Authority | 2,300 | 1,857,250 | ||||||
Series 2010C | 1,735 | 1,401,013 | ||||||
Series 2010DDD | 1,050 | 847,875 | ||||||
Series 2012A | 1,740 | 1,405,050 | ||||||
AGM Series 2007V | 27,275 | 29,851,063 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 47 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
NATL Series 2007V | $ | 6,350 | $ | 6,868,097 | ||||
Puerto Rico Highway & Transportation Authority | 8,600 | 9,043,330 | ||||||
AGC Series 2007C | 1,735 | 1,929,632 | ||||||
AGC Series 2007N | 825 | 885,497 | ||||||
AGM Series 2007C | 1,800 | 1,932,120 | ||||||
NATL Series 2005L | 7,565 | 8,075,713 | ||||||
NATL Series 2007 | 1,000 | 1,100,820 | ||||||
NATL Series 2007N | 480 | 516,485 | ||||||
Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth | 23,735 | 23,705,331 | ||||||
Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth | 335 | 335,000 | ||||||
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue | 8,601 | 2,677,717 | ||||||
Series 2019A | 26,256 | 25,876,863 | ||||||
|
| |||||||
177,395,351 | ||||||||
|
| |||||||
Rhode Island – 0.2% | ||||||||
Rhode Island Health & Educational Building Corp. | 3,150 | 3,492,846 | ||||||
Rhode Island Health & Educational Building Corp. | 2,000 | 2,373,890 | ||||||
|
| |||||||
5,866,736 | ||||||||
|
|
48 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
South Carolina – 2.2% | ||||||||
South Carolina Jobs-Economic Development Authority | $ | 1,000 | $ | 1,023,980 | ||||
5.125%, 5/01/48(a) | 1,000 | 1,026,680 | ||||||
South Carolina Public Service Authority | 575 | 626,928 | ||||||
Series 2013B | 810 | 883,151 | ||||||
Series 2014A | 11,820 | 12,893,847 | ||||||
Series 2014B | 1,160 | 1,273,088 | ||||||
Series 2014C | 3,495 | 3,852,507 | ||||||
Series 2015A | 5,000 | 5,530,150 | ||||||
Series 2016A | 4,815 | 5,500,005 | ||||||
Series 2016B | 38,780 | 43,905,998 | ||||||
|
| |||||||
76,516,334 | ||||||||
|
| |||||||
South Dakota – 1.2% | ||||||||
South Dakota Health & Educational Facilities Authority | 17,850 | 20,135,335 | ||||||
South Dakota Health & Educational Facilities Authority | 18,295 | 21,025,660 | ||||||
|
| |||||||
41,160,995 | ||||||||
|
| |||||||
Tennessee – 1.1% | ||||||||
Bristol Industrial Development Board | 9,080 | 9,193,863 | ||||||
5.125%, 12/01/42(a)(c) | 11,900 | 11,984,966 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 49 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Johnson City Health & Educational Facilities Board | $ | 5,250 | $ | 5,543,160 | ||||
Metropolitan Government Nashville & Davidson County Health & Educational Facs Board | 5,040 | 5,495,969 | ||||||
Metropolitan Government Nashville & Davidson County Health & Educational Facs Board | 2,435 | 2,731,607 | ||||||
Series 2017A | 2,335 | 2,627,062 | ||||||
Shelby County Health Educational & Housing Facilities Board | 1,000 | 1,028,500 | ||||||
5.375%, 12/01/47(a) | 800 | 824,744 | ||||||
|
| |||||||
39,429,871 | ||||||||
|
| |||||||
Texas – 6.1% | ||||||||
Arlington Higher Education Finance Corp. | 6,060 | 6,875,808 | ||||||
Arlington Higher Education Finance Corp. | 845 | 850,138 | ||||||
Central Texas Regional Mobility Authority | 3,500 | 3,762,255 | ||||||
Series 2016 | 6,855 | 7,757,780 | ||||||
Central Texas Turnpike System | 6,800 | 7,528,348 | ||||||
City of Houston TX | 1,965 | 2,218,544 |
50 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
City of Houston TX Airport System Revenue | $ | 15,355 | $ | 16,953,148 | ||||
Series 2015B | 2,960 | 3,255,054 | ||||||
Series 2018 | 22,875 | 26,654,636 | ||||||
Clifton Higher Education Finance Corp. | 530 | 557,804 | ||||||
Series 2013 | 1,000 | 1,120,210 | ||||||
Series 2016A | 3,180 | 3,701,839 | ||||||
Dallas County Flood Control District No. 1 | 1,150 | 1,220,955 | ||||||
Dallas/Fort Worth International Airport | 1,500 | 1,557,885 | ||||||
Decatur Hospital Authority | 3,150 | 3,404,898 | ||||||
Grand Parkway Transportation Corp. | 5,340 | 5,933,915 | ||||||
Irving Hospital Authority | 7,305 | 8,061,798 | ||||||
New Hope Cultural Education Facilities Finance Corp. | 8,315 | 8,539,339 | ||||||
New Hope Cultural Education Facilities Finance Corp. | 1,380 | 1,408,842 | ||||||
New Hope Cultural Education Facilities Finance Corp. | 4,500 | 4,576,545 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 51 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
New Hope Cultural Education Facilities Finance Corp. | $ | 1,700 | $ | 1,797,971 | ||||
North East Texas Regional Mobility Authority | 4,940 | 5,441,756 | ||||||
North Texas Education Finance Corp. | 280 | 293,336 | ||||||
North Texas Tollway Authority | 8,975 | 10,055,590 | ||||||
Series 2015A | 7,000 | 7,927,500 | ||||||
Series 2017B | 7,400 | 8,518,498 | ||||||
Red River Health Facilities Development Corp. | 1,790 | 2,065,839 | ||||||
Red River Health Facilities Development Corp. | 1,315 | 1,522,349 | ||||||
Red River Health Facilities Development Corp. | 1,740 | 1,804,780 | ||||||
Sanger Industrial Development Corp. | 2,180 | 697,600 | ||||||
Tarrant County Cultural Education Facilities Finance Corp. | 200 | 158,000 | ||||||
Tarrant County Cultural Education Facilities Finance Corp. | 1,200 | 1,200,276 |
52 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Tarrant County Cultural Education Facilities Finance Corp. | $ | 8,465 | $ | 9,224,747 | ||||
Tarrant County Cultural Education Facilities Finance Corp. | 4,000 | 3,975,680 | ||||||
Tarrant County Cultural Education Facilities Finance Corp. | 5,025 | 4,522,500 | ||||||
Series 2009B | 1,075 | 967,500 | ||||||
Tarrant County Cultural Education Facilities Finance Corp. | 5,350 | 5,684,022 | ||||||
Texas Municipal Gas Acquisition & Supply Corp. I | 10,690 | 12,391,848 | ||||||
Texas Private Activity Bond Surface Transportation Corp. | 1,255 | 1,374,463 | ||||||
Texas Private Activity Bond Surface Transportation Corp. | 660 | 697,508 | ||||||
Texas Private Activity Bond Surface Transportation Corp. | 200 | 206,378 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 53 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Texas Private Activity Bond Surface Transportation Corp. | $ | 3,600 | $ | 4,166,424 | ||||
Texas Transportation Commission | 7,500 | 8,480,550 | ||||||
Travis County Health Facilities Development Corp. | 1,200 | 1,302,624 | ||||||
7.125%, 1/01/46(Pre-refunded/ETM)(a) | 2,430 | 2,642,771 | ||||||
Uptown Development Authority | 1,015 | 1,129,624 | ||||||
Viridian Municipal Management District | 75 | 88,263 | ||||||
|
| |||||||
214,278,138 | ||||||||
|
| |||||||
Utah – 0.0% | ||||||||
Timber Lakes Water Special Service District | 80 | 85,331 | ||||||
Utah Charter School Finance Authority | 100 | 103,576 | ||||||
|
| |||||||
188,907 | ||||||||
|
| |||||||
Vermont – 0.1% | ||||||||
Vermont Economic Development Authority | 1,100 | 1,124,585 | ||||||
Vermont Economic Development Authority | 200 | 207,834 | ||||||
Vermont Educational & Health Buildings Financing Agency | 1,500 | 1,735,155 | ||||||
|
| |||||||
3,067,574 | ||||||||
|
|
54 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Virginia – 0.7% | ||||||||
Cherry Hill Community Development Authority | $ | 1,000 | $ | 1,033,460 | ||||
Chesapeake Bay Bridge & Tunnel District | 1,000 | 1,120,190 | ||||||
Chesterfield County Economic Development Authority | 1,030 | 1,051,373 | ||||||
Fairfax County Economic Development Authority | 1,955 | 2,089,152 | ||||||
Peninsula Town Center Community Development Authority | 3,490 | 3,695,121 | ||||||
Tobacco Settlement Financing Corp./VA | 7,490 | 7,259,008 | ||||||
Virginia College Building Authority | 1,000 | 1,071,020 | ||||||
Virginia College Building Authority | 550 | 617,524 | ||||||
Virginia Small Business Financing Authority | 3,580 | 3,866,078 | ||||||
Virginia Small Business Financing Authority | 2,250 | 2,459,295 | ||||||
|
| |||||||
24,262,221 | ||||||||
|
| |||||||
Washington – 1.5% | ||||||||
Kalispel Tribe of Indians | 750 | 814,028 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 55 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
King County Public Hospital District No. 4 | $ | 2,235 | $ | 2,316,354 | ||||
Pend Oreille County Public Utility District No. 1 Box Canyon | 9,000 | 9,996,570 | ||||||
Port of Seattle WA | 5,035 | 5,651,485 | ||||||
Washington Health Care Facilities Authority | 2,350 | 2,722,099 | ||||||
Series 2017B | 1,855 | 2,159,480 | ||||||
Washington Health Care Facilities Authority | 18,005 | 20,095,951 | ||||||
Washington State Housing Finance Commission | 3,550 | 3,798,819 | ||||||
Washington State Housing Finance Commission | 2,790 | 3,023,769 | ||||||
Washington State Housing Finance Commission | 3,215 | 3,654,683 | ||||||
|
| |||||||
54,233,238 | ||||||||
|
| |||||||
West Virginia – 0.1% | ||||||||
West Virginia Hospital Finance Authority | 2,100 | 2,329,614 | ||||||
|
|
56 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Wisconsin – 1.9% | ||||||||
University of Wisconsin Hospitals & Clinics | $ | 4,155 | $ | 4,509,048 | ||||
Wisconsin Health & Educational Facilities Authority | 20,345 | 22,980,084 | ||||||
Wisconsin Public Finance Authority | 3,335 | 3,397,264 | ||||||
Wisconsin Public Finance Authority | 2,060 | 2,136,879 | ||||||
Series 2016D | 720 | 735,854 | ||||||
Wisconsin Public Finance Authority | 2,650 | 2,885,214 | ||||||
Wisconsin Public Finance Authority | 3,225 | 3,418,262 | ||||||
Wisconsin Public Finance Authority | 2,685 | 2,850,826 | ||||||
6.375%, 1/01/48(a)(c) | 11,270 | 11,912,503 | ||||||
Wisconsin Public Finance Authority | 7,885 | 8,622,405 | ||||||
Wisconsin Public Finance Authority | 1,550 | 1,651,448 | ||||||
Wisconsin Public Finance Authority | 1,000 | 1,067,190 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 57 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Wisconsin Public Finance Authority | $ | 545 | $ | 578,152 | ||||
|
| |||||||
66,745,129 | ||||||||
|
| |||||||
Total Long-Term Municipal Bonds | 3,288,431,301 | |||||||
|
| |||||||
Short-Term Municipal Notes – 2.4% | ||||||||
Alaska – 0.5% | ||||||||
Municipality of Anchorage AK | 18,350 | 18,387,985 | ||||||
|
| |||||||
Massachusetts – 0.1% | ||||||||
Commonwealth of Massachusetts | 1,695 | 1,697,271 | ||||||
|
| |||||||
New York – 1.4% | ||||||||
New York State Thruway Authority | 50,000 | 50,422,500 | ||||||
|
| |||||||
Texas – 0.4% | ||||||||
State of Texas | 13,860 | 13,960,208 | ||||||
|
| |||||||
Total Short-Term Municipal Notes | 84,467,964 | |||||||
|
| |||||||
Total Municipal Obligations | 3,372,899,265 | |||||||
|
| |||||||
Shares | ||||||||
SHORT-TERM INVESTMENTS – 2.3% | ||||||||
Investment Companies – 2.1% | ||||||||
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.37%(n)(o)(p) | 75,312,026 | 75,312,026 | ||||||
|
|
58 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Corporates – Investment Grade – 0.2% | ||||||||
Industrial – 0.2% | ||||||||
Texas Pellets, Inc./German Pellets Texas LLC | $ | 4,965 | $ | 4,965,000 | ||||
Series 2018 | 1,475 | 1,475,000 | ||||||
|
| |||||||
Total Corporates – Investment Grade | 6,440,000 | |||||||
|
| |||||||
Total Short-Term Investments | 81,752,026 | |||||||
|
| |||||||
Total Investments – 98.4% | 3,454,651,291 | |||||||
Other assets less liabilities – 1.6% | 54,923,939 | |||||||
|
| |||||||
Net Assets – 100.0% | $ | 3,509,575,230 | ||||||
|
|
CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)
Rate Type | ||||||||||||||||||||||||||||||
Notional Amount (000) | Termination Date | Payments made by the Fund | Payments received by the Fund | Payment Frequency Paid/ Received | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||||||||||
USD | 115,000 | 3/18/29 | | 3 Month LIBOR | | 2.661% | Quarterly/Semi-Annual | $ | 1,524,372 | $ | – 0 | – | $ | 1,524,372 | ||||||||||||||||
USD | 37,250 | 4/16/49 | | 3 Month LIBOR | | 2.746% | Quarterly/Semi-Annual | 91,681 | – 0 | – | 91,681 | |||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
$ | 1,616,053 | $ | – 0 | – | $ | 1,616,053 | ||||||||||||||||||||||||
|
|
|
|
|
|
INFLATION (CPI) SWAPS (see Note C)
Rate Type | ||||||||||||||||||||||||||||
Swap Counterparty | Notional Amount (000) | Termination Date | Payments made by the Fund | Payments received by the Fund | Payment Frequency Paid/ Received | Unrealized Appreciation/ (Depreciation) | ||||||||||||||||||||||
Barclays Bank PLC | USD | 49,697 | 8/31/20 | 2.235% | CPI# | Maturity | $ | (477,166 | ) | |||||||||||||||||||
Barclays Bank PLC | USD | 49,697 | 9/04/20 | 2.248% | CPI# | Maturity | (478,495 | ) | ||||||||||||||||||||
Barclays Bank PLC | USD | 50,003 | 9/20/20 | 2.263% | CPI# | Maturity | (478,813 | ) | ||||||||||||||||||||
Barclays Bank PLC | USD | 42,028 | 10/15/20 | 2.208% | CPI# | Maturity | (337,232 | ) | ||||||||||||||||||||
Barclays Bank PLC | USD | 25,607 | 10/15/20 | 2.210% | CPI# | Maturity | (206,738 | ) | ||||||||||||||||||||
Citibank, NA | USD | 30,570 | 10/17/20 | 2.220% | CPI# | Maturity | (249,489 | ) | ||||||||||||||||||||
JPMorgan Chase Bank, NA | USD | 50,936 | 8/30/20 | 2.210% | CPI# | Maturity | (461,161 | ) | ||||||||||||||||||||
JPMorgan Chase Bank, NA | USD | 666,890 | 7/15/24 | 2.165% | CPI# | Maturity | (369,230 | ) | ||||||||||||||||||||
|
| |||||||||||||||||||||||||||
$ | (3,058,324 | ) | ||||||||||||||||||||||||||
|
|
# | Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI). |
abfunds.com | AB MUNICIPAL INCOME SHARES | 59 |
PORTFOLIO OF INVESTMENTS(continued)
(a) | Security in which significant unobservable inputs (Level 3) were used in determining fair value. |
(b) | When-Issued or delayed delivery security. |
(c) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $313,594,994 or 8.9% of net assets. |
(d) | Non-income producing security. |
(e) | Defaulted. |
(f) | Restricted and illiquid security. |
Restricted & Illiquid Securities | Acquisition Date | Cost | Market Value | Percentage of Net Assets | ||||||||||||
California School Finance Authority | ||||||||||||||||
7.00%, 6/01/47 | 9/07/12 | $ | 730,000 | $ | 474,500 | 0.01 | % | |||||||||
Jefferson Parish Hospital Service District No. 2 | ||||||||||||||||
6.00%, 7/01/41 | 9/04/14 | 2,213,476 | 2,108,700 | 0.06 | % | |||||||||||
Louisiana Public Facilities Authority | ||||||||||||||||
10.50%, 7/01/39 | 11/22/13 | 1,973,785 | 27 | 0.00 | % | |||||||||||
Louisiana Public Facilities Authority | ||||||||||||||||
7.50%, 7/01/23 | 7/31/14 | 868,862 | 12 | 0.00 | % | |||||||||||
Sanger Industrial Development Corp. | ||||||||||||||||
8.00%, 7/01/38 | 5/08/13 | 2,226,920 | 697,600 | 0.02 | % |
(g) | Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note H). |
(h) | An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of April 30, 2019 and the aggregate market value of these securities amounted to $18,360,000 or 0.52% of net assets. |
(i) | Illiquid security. |
(j) | Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. |
(k) | Indicates a security that has a zero coupon that remains in effect until a predetermined date at which time the stated coupon rate becomes effective until final maturity. |
60 | AB MUNICIPAL INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
(l) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.25% of net assets as of April 30, 2019, are considered illiquid and restricted. Additional information regarding such securities follows: |
144A/Restricted & Illiquid Securities | Acquisition Date | Cost | Market Value | Percentage of Net Assets | ||||||||||||
Kansas City Industrial Development Authority | ||||||||||||||||
Series 2016 6.00%, 11/15/46 | 12/18/15 | $ | 2,934,348 | $ | 2,473,902 | 0.07 | % | |||||||||
Texas Pellets, Inc./German Pellets Texas LLC | ||||||||||||||||
8.00%, 6/02/19 | 6/15/16-1/12/18 | 4,965,000 | 4,965,000 | 0.14 | % | |||||||||||
Texas Pellets, Inc./German Pellets Texas LLC | ||||||||||||||||
Series 2018 8.00%, 6/02/19 | 11/30/18 | 1,475,000 | 1,475,000 | 0.04 | % |
(m) | Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019. |
(n) | Affiliated investments. |
(o) | The rate shown represents the7-day yield as of period end. |
(p) | To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800)227-4618. |
(q) | Fair valued by the Adviser. |
As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have beenpre-refunded or escrowed to maturity are 3.6% and 0.0%, respectively.
Glossary:
AGC – Assured Guaranty Corporation
AGM – Assured Guaranty Municipal
BAM – Build American Mutual
COP – Certificate of Participation
ETM – Escrowed to Maturity
GO – General Obligation
LIBOR – London Interbank Offered Rates
NATL – National Interstate Corporation
XLCA – XL Capital Assurance Inc.
See notes to financial statements.
abfunds.com | AB MUNICIPAL INCOME SHARES | 61 |
STATEMENT OF ASSETS & LIABILITIES
April 30, 2019
Assets |
| |||
Investments in securities, at value | ||||
Unaffiliated issuers (cost $3,261,989,935) | $ | 3,379,339,265 | ||
Affiliated issuers (cost $75,312,026) | 75,312,026 | |||
Cash collateral due from broker | 9,429,136 | |||
Interest receivable | 46,922,418 | |||
Receivable for shares of beneficial interest sold | 22,962,820 | |||
Receivable for investment securities sold | 6,897,657 | |||
Receivable for variation margin on centrally cleared swaps | 376,561 | |||
Affiliated dividends receivable | 269,321 | |||
Receivable due from Adviser | 24,180 | |||
|
| |||
Total assets | 3,541,533,384 | |||
|
| |||
Liabilities |
| |||
Payable for investment securities purchased | 11,389,225 | |||
Dividends payable | 10,995,947 | |||
Payable for floating rate notes issued* | 3,510,000 | |||
Unrealized depreciation on inflation swaps | 3,058,324 | |||
Payable for shares of beneficial interest redeemed | 2,995,293 | |||
Other liabilities | 9,365 | |||
|
| |||
Total liabilities | 31,958,154 | |||
|
| |||
Net Assets | $ | 3,509,575,230 | ||
|
| |||
Composition of Net Assets |
| |||
Shares of beneficial interest, at par | $ | 3,000 | ||
Additionalpaid-in capital | 3,397,412,163 | |||
Distributable earnings | 112,160,067 | |||
|
| |||
$ | 3,509,575,230 | |||
|
| |||
Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 300,021,284 common shares outstanding) | $ | 11.70 | ||
|
|
* | Represents short-term floating rate certificates issued by tender option bond trusts (see Note H). |
See notes to financial statements.
62 | AB MUNICIPAL INCOME SHARES | abfunds.com |
STATEMENT OF OPERATIONS
Year Ended April 30, 2019
Investment Income | ||||||||
Interest | $ | 118,271,948 | ||||||
Dividends—Affiliated issuers | 1,150,210 | |||||||
Other income(a) | 58,528 | $ | 119,480,686 | |||||
|
| |||||||
Expenses | ||||||||
Interest expense | 198,804 | |||||||
|
| |||||||
Total expenses | 198,804 | |||||||
|
| |||||||
Net investment income | 119,281,882 | |||||||
|
| |||||||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||||||
Net realized gain (loss) on: | �� | |||||||
Investment transactions | (2,498,252 | ) | ||||||
Swaps | 228,562 | |||||||
Net change in unrealized appreciation/depreciation of: | ||||||||
Investments | 111,809,617 | |||||||
Swaps | (970,541 | ) | ||||||
|
| |||||||
Net gain on investment transactions | 108,569,386 | |||||||
|
| |||||||
Net Increase in Net Assets from Operations | $ | 227,851,268 | ||||||
|
|
(a) | Other income includes a reimbursement for investment in affiliated issuer (see Note B). |
See notes to financial statements.
abfunds.com | AB MUNICIPAL INCOME SHARES | 63 |
STATEMENT OF CHANGES IN NET ASSETS
Year Ended April 30, 2019 | Year Ended April 30, 2018 | |||||||
Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 119,281,882 | $ | 82,592,517 | ||||
Net realized gain (loss) on investment transactions | (2,269,690 | ) | 1,111,601 | |||||
Net change in unrealized appreciation/depreciation of investments | 110,839,076 | (2,817,276 | ) | |||||
|
|
|
| |||||
Net increase in net assets from operations | 227,851,268 | 80,886,842 | ||||||
Distribution to Shareholders | (121,039,748 | ) | (82,581,201 | ) | ||||
Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 641,871,214 | 1,095,461,323 | ||||||
|
|
|
| |||||
Total increase | 748,682,734 | 1,093,766,964 | ||||||
Net Assets | ||||||||
Beginning of period | 2,760,892,496 | 1,667,125,532 | ||||||
|
|
|
| |||||
End of period | $ | 3,509,575,230 | $ | 2,760,892,496 | ||||
|
|
|
|
See notes to financial statements.
64 | AB MUNICIPAL INCOME SHARES | abfunds.com |
STATEMENT OF CASH FLOWS
For the year ended April 30, 2019
Cash flows from operating activities | ||||||||
Net increase in net assets from operations | $ | 227,851,268 | ||||||
Reconciliation of net increase in net assets from operations to net decrease in cash from operating activities | ||||||||
Purchases of long-term investments | $ | (991,332,738 | ) | |||||
Purchases of short-term investments | (819,535,218 | ) | ||||||
Proceeds from disposition of long-term investments | 413,322,506 | |||||||
Proceeds from disposition of short-term investments | 829,126,501 | |||||||
Net realized loss on investment transactions | 2,269,690 | |||||||
Net change in unrealized appreciation/depreciation on investment transactions | (110,839,076 | ) | ||||||
Net accretion of bond discount and amortization of bond premium | 20,439,132 | |||||||
Increase in receivable for investments sold | (6,877,657 | ) | ||||||
Increase in interest receivable | (12,223,593 | ) | ||||||
Increase in affiliated dividends receivable | (255,828 | ) | ||||||
Increase in receivable due from Adviser | (22,328 | ) | ||||||
Increase in cash collateral due from broker | (339,483 | ) | ||||||
Decrease in payable for investments purchased | (69,452,427 | ) | ||||||
Increase in other liabilities | 1,895 | |||||||
Proceeds for exchange-traded derivatives settlements | 894,286 | |||||||
|
| |||||||
Total adjustments | (744,824,338 | ) | ||||||
|
| |||||||
Net cash provided by (used in) operating activities | (516,973,070 | ) | ||||||
Cash flows from financing activities | ||||||||
Subscriptions in shares of beneficial interest, net | 634,619,034 | |||||||
Cash dividends paid | (118,274,118 | ) | ||||||
|
| |||||||
Net cash provided by (used in) financing activities | 516,344,916 | |||||||
|
| |||||||
Net decrease in cash | (628,154 | ) | ||||||
Cash at beginning of year | 628,154 | |||||||
|
| |||||||
Cash at end of year | $ | — | ||||||
|
| |||||||
Supplemental disclosure of cash flow information | ||||||||
Interest expense paid during the year | $ | 198,804 |
In accordance with U.S. GAAP, the Fund has included a Statement of Cash Flows as a result of its significant investments in Level 3 securities throughout the year.
See notes to financial statements.
abfunds.com | AB MUNICIPAL INCOME SHARES | 65 |
NOTES TO FINANCIAL STATEMENTS
April 30, 2019
NOTE A
Significant Accounting Policies
AB 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 dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as anopen-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Municipal Income Shares (the “Fund”).
Shares of the Fund are offered exclusively to holders of accounts established underwrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.
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 (the “Board”).
In general, the market values 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 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
66 | AB MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
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 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 any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 Fund may use fair value pricing for securities primarily traded innon-U.S. markets because most foreign markets close well before the Fund 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. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.
abfunds.com | AB MUNICIPAL INCOME SHARES | 67 |
NOTES TO FINANCIAL STATEMENTS(continued)
2. Fair Value Measurements
In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be 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 Fund. Unobservable inputs reflect the Fund’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 Fund’s own assumptions in determining the fair value of investments) |
The fair value of debt instruments, such as bonds, andover-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 rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are 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. In addition,non-agency rated investments are classified as Level 3.
Other fixed income investments, includingnon-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
68 | AB MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
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.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2019:
Investments in | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: | ||||||||||||||||
Long-Term Municipal Bonds: | ||||||||||||||||
Alabama | $ | – 0 | – | $ | 108,068,654 | $ | 11,832,067 | $ | 119,900,721 | |||||||
Arizona | – 0 | – | 32,920,056 | 2,220,527 | 35,140,583 | |||||||||||
California | – 0 | – | 105,528,498 | 79,892,064 | 185,420,562 | |||||||||||
Colorado | – 0 | – | 11,798,124 | 11,935,840 | 23,733,964 | |||||||||||
Florida | – 0 | – | 124,919,326 | 48,277,681 | 173,197,007 | |||||||||||
Illinois | – 0 | – | 342,015,138 | 17,651,639 | 359,666,777 | |||||||||||
Indiana | – 0 | – | 17,097,576 | 21,603,600 | 38,701,176 | |||||||||||
Kentucky | – 0 | – | 37,893,475 | 11,323,287 | 49,216,762 | |||||||||||
Louisiana | – 0 | – | 61,352,696 | 2,302,346 | 63,655,042 | |||||||||||
Maryland | – 0 | – | 7,344,141 | 3,308,578 | 10,652,719 | |||||||||||
Massachusetts | – 0 | – | 21,492,354 | 13,551,955 | 35,044,309 | |||||||||||
Michigan | – 0 | – | 117,517,384 | 14,182,253 | 131,699,637 | |||||||||||
Missouri | – 0 | – | 24,369,516 | 13,460,972 | 37,830,488 | |||||||||||
Nevada | – 0 | – | 42,100,278 | 4,112,233 | 46,212,511 | |||||||||||
New Jersey | – 0 | – | 298,285,897 | 13,512,699 | 311,798,596 | |||||||||||
New York | – 0 | – | 166,508,662 | 5,115,418 | 171,624,080 | |||||||||||
North Carolina | – 0 | – | 12,391,980 | 11,499,412 | 23,891,392 | |||||||||||
North Dakota | – 0 | – | 11,142,281 | 12,001,541 | 23,143,822 | |||||||||||
Ohio | – 0 | – | 68,845,992 | 30,481,098 | 99,327,090 | |||||||||||
Oklahoma | – 0 | – | 5,602,607 | 1,215,416 | 6,818,023 | |||||||||||
Oregon | – 0 | – | – 0 | – | 146,557 | 146,557 | ||||||||||
Pennsylvania | – 0 | – | 230,823,259 | 28,999,073 | 259,822,332 | |||||||||||
Puerto Rico | – 0 | – | 139,978,045 | 37,417,306 | 177,395,351 | |||||||||||
South Carolina | – 0 | – | 74,465,674 | 2,050,660 | 76,516,334 | |||||||||||
Tennessee | – 0 | – | 10,901,829 | 28,528,042 | 39,429,871 | |||||||||||
Texas | – 0 | – | 173,750,859 | 40,527,279 | 214,278,138 | |||||||||||
Utah | – 0 | – | 103,576 | 85,331 | 188,907 | |||||||||||
Vermont | – 0 | – | 2,859,740 | 207,834 | 3,067,574 | |||||||||||
Virginia | – 0 | – | 18,482,267 | 5,779,954 | 24,262,221 | |||||||||||
Washington | – 0 | – | 43,649,354 | 10,583,884 | 54,233,238 | |||||||||||
Wisconsin | – 0 | – | 38,894,941 | 27,850,188 | 66,745,129 | |||||||||||
Other | – 0 | – | 425,670,388 | – 0 | – | 425,670,388 | ||||||||||
Short-Term Municipal Notes | – 0 | – | 84,467,964 | – 0 | – | 84,467,964 | ||||||||||
Short-Term Investments: | ||||||||||||||||
Investment Companies | 75,312,026 | – 0 | – | – 0 | – | 75,312,026 | ||||||||||
Corporates—Investment Grade | – 0 | – | – 0 | – | 6,440,000 | 6,440,000 |
abfunds.com | AB MUNICIPAL INCOME SHARES | 69 |
NOTES TO FINANCIAL STATEMENTS(continued)
Investments in | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Liabilities: | ||||||||||||||||
Floating Rate Notes(a) | $ | (3,510,000 | ) | $ | – 0 | – | $ | – 0 | – | $ | (3,510,000 | ) | ||||
|
|
|
|
|
|
|
| |||||||||
Total Investments in Securities | 71,802,026 | 2,861,242,531 | 518,096,734 | 3,451,141,291 | ||||||||||||
Other Financial Instruments(b): | ||||||||||||||||
Assets: | ||||||||||||||||
Centrally Cleared Interest Rate Swaps | – 0 | – | 1,616,053 | – 0 | – | 1,616,053 | (c) | |||||||||
Liabilities: | ||||||||||||||||
Inflation (CPI) Swaps | – 0 | – | (3,058,324 | ) | – 0 | – | (3,058,324 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 71,802,026 | $ | 2,859,800,260 | $ | 518,096,734 | $ | 3,449,699,020 | ||||||||
|
|
|
|
|
|
|
|
(a) | The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes. |
(b) | Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value. |
(c) | Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value. |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.
Long-Term Municipal Bonds | Corporates- Investment Grade | Total | ||||||||||
Balance as of 4/30/18 | $ | 233,327,052 | $ | 4,965,000 | $ | 238,292,052 | ||||||
Accrued discounts/(premiums) | 249,246 | – 0 | – | 249,246 | ||||||||
Realized gain (loss) | 190,477 | – 0 | – | 190,477 | ||||||||
Change in unrealized appreciation/depreciation | 10,642,356 | – 0 | – | 10,642,356 | ||||||||
Purchases | 300,762,267 | 1,475,000 | 302,237,267 | |||||||||
Sales | (46,715,788 | ) | – 0 | – | (46,715,788 | ) | ||||||
Transfers in to Level 3 | 15,242,046 | – 0 | – | 15,242,046 | (a) | |||||||
Transfers out of Level 3 | (2,040,922 | ) | – 0 | – | (2,040,922 | )(a) | ||||||
|
|
|
|
|
| |||||||
Balance as of 4/30/19 | $ | 511,656,734 | $ | 6,440,000 | $ | 518,096,734 | ||||||
|
|
|
|
|
| |||||||
Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(b) | $ | 11,204,038 | $ | – 0 | – | $ | 11,204,038 | |||||
|
|
|
|
|
|
(a) | There were de minimis transfers under 1% of net assets during the reporting period. |
(b) | The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations. |
70 | AB MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
The following presents information about significant unobservable inputs related to the Fund’s Level 3 investments at April 30, 2019. Securities priced by third party vendors are excluded from the following table:
Quantitative Information about Level 3 Fair Value Measurements
Fair Value at 4/30/19 | Valuation Technique | Unobservable Input | Input | |||||||
Corporates – Investment Grade | $ | 6,440,000 | Capital Recovery | Recovery Rate | 100% / N/A |
Generally, a change in the assumptions used in any input in isolation may be accompanied by a change in another input. Significant changes in any of the unobservable inputs may significantly impact the fair value measurement. Significant increases (decreases) in Recovery Rate in isolation would be expected to result in a significantly higher (lower) fair value measurement.
3. Taxes
It is the Fund’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 Fund’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 Fund’s financial statements.
4. Investment Income and Investment Transactions
Dividend income is recorded on theex-dividend date or as soon as the Fund 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 Fund amortizes premiums and accretes discounts as adjustments to interest income.
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on theex-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.
abfunds.com | AB MUNICIPAL INCOME SHARES | 71 |
NOTES TO FINANCIAL STATEMENTS(continued)
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under the terms of the advisory agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts inwrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.
During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including
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NOTES TO FINANCIAL STATEMENTS(continued)
voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.
It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.
At the November 14, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.
The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund 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 Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.
The Fund may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment
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advisor, common officers, or common directors. For the year ended April 30, 2019, the purchase and sale transactions with an affiliated fund in compliance with Rule17a-7 under the 1940 Act were $657 and $661, respectively, with realized gain of $661.
The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $58,528.
A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:
Fund | Market Value 4/30/18 (000) | Purchases at Cost (000) | Sales Proceeds (000) | Market Value 4/30/19 (000) | Dividend Income (000) | |||||||||||||||
Government Money Market Portfolio | $ | 30,264 | $ | 733,575 | $ | 688,527 | $ | 75,312 | $ | 1,150 |
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:
Purchases | Sales | |||||||
Investment securities (excluding U.S. government securities) | $ | 991,332,738 | $ | 411,378,975 | ||||
U.S. government securities | – 0 | – | – 0 | – |
The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:
Cost | $ | 3,334,039,456 | ||
|
| |||
Gross unrealized appreciation | $ | 129,748,068 | ||
Gross unrealized depreciation | (14,096,642 | ) | ||
|
| |||
Net unrealized appreciation | $ | 115,651,426 | ||
|
|
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1. Derivative Financial Instruments
The Fund 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 types of derivatives utilized by the Fund, as well as the methods in which they may be used are:
• | Swaps |
The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.
Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.
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Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on aphased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.
At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund 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 Fund 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 centrally cleared swaps is generally less thannon-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund 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.
Interest Rate Swaps:
The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.
In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on
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a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
During the year ended April 30, 2019, the Fund held interest rate swaps for hedging purposes.
Inflation (CPI) Swaps:
Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.
During the year ended April 30, 2019, the Fund held inflation (CPI) swaps for hedging purposes.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment(close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.
The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.
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NOTES TO FINANCIAL STATEMENTS(continued)
During the year ended April 30, 2019, the Fund 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 |
for variation margin on centrally cleared swaps | $ | 1,616,053 | * | ||||||||
Interest rate contracts | Unrealized depreciation on inflation swaps | $ | 3,058,324 | |||||||||
|
|
|
| |||||||||
Total | $ | 1,616,053 | $ | 3,058,324 | ||||||||
|
|
|
|
* | Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. |
Derivative Type | Location of Gain or (Loss) on Statement of Operations | Realized Gain or (Loss) on Derivatives | Change in Unrealized Appreciation or (Depreciation) | |||||||
Interest rate contracts | Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps | $ | 228,562 | $ | (970,541 | ) | ||||
|
|
|
| |||||||
Total | $ | 228,562 | $ | (970,541 | ) | |||||
|
|
|
|
The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:
Inflation Swaps: | ||||
Average notional amount | $ | 345,257,667 | (a) | |
Centrally Cleared Interest Rate Swaps: | ||||
Average notional amount | $ | 248,847,000 | (a) |
(a) | Positions were open for nine months during the year. |
For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.
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NOTES TO FINANCIAL STATEMENTS(continued)
All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.
Counterparty | Derivative Liabilities Subject to a MA | Derivatives Available for Offset | Cash Collateral Pledged* | Security Collateral Pledged* | Net Amount of Derivative Liabilities | |||||||||||||||
Barclays Bank PLC | $ | 1,978,444 | $ | – 0 | – | $ | (1,850,000 | ) | $ | – 0 | – | $ | 128,444 | |||||||
Citibank, NA | 249,489 | – 0 | – | (249,489 | ) | – 0 | – | – 0 | – | |||||||||||
JPMorgan Chase Bank, NA | 830,391 | – 0 | – | – 0 | – | (830,391 | ) | – 0 | – | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | $ | 3,058,324 | $ | – 0 | – | $ | (2,099,489 | ) | $ | (830,391 | ) | $ | 128,444 | ^ | ||||||
|
|
|
|
|
|
|
|
|
|
* | The actual collateral received/pledged may be more than the amount reported due to over-collateralization. |
^ | Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty. |
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
Shares | Amount | |||||||||||||||||||||||
Year Ended April 30, 2019 | Year Ended April 30, 2018 | Year Ended April 30, 2019 | Year Ended April 30, 2018 | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Shares sold | 117,096,573 | 126,009,527 | $ | 1,333,456,463 | $ | 1,442,789,580 | ||||||||||||||||||
| ||||||||||||||||||||||||
Shares redeemed | (60,999,172 | ) | (30,300,300 | ) | (691,585,249 | ) | (347,328,257 | ) | ||||||||||||||||
| ||||||||||||||||||||||||
Net increase | 56,097,401 | 95,709,227 | $ | 641,871,214 | $ | 1,095,461,323 | ||||||||||||||||||
|
NOTE E
Risks Involved in Investing in the Fund
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 and any accrued interest. 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.
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NOTES TO FINANCIAL STATEMENTS(continued)
Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.
The Fund may invest in the municipal securities of Puerto Rico or other US territories and their governmental agencies and municipalities, which are exempt from federal, state, and, where applicable, local income taxes. These municipal securities may have more risks than those of other US issuers of municipal securities. Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.
Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of
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Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.
Below Investment Grade Securities Risk—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 may be 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.
Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.
Leverage Risk—To the extent the Fund uses leveraging techniques, its 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.
Liquidity Risk—Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.
Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree
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NOTES TO FINANCIAL STATEMENTS(continued)
than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.
Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.
NOTE F
Joint Credit Facility
A number ofopen-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.
NOTE G
Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:
2019 | 2018 | |||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 2,482,625 | $ | 1,215,893 | ||||
|
|
|
| |||||
Total taxable distributions | 2,482,625 | 1,215,893 | ||||||
Tax-exempt distributions | 118,557,123 | 81,365,308 | ||||||
|
|
|
| |||||
Total distributions paid | $ | 121,039,748 | $ | 82,581,201 | ||||
|
|
|
|
As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributedtax-exempt income | $ | 10,973,405 | ||
Accumulated capital and other losses | (2,841,255 | )(a) | ||
Unrealized appreciation/(depreciation) | 115,651,426 | (b) | ||
|
| |||
Total accumulated earnings/(deficit) | $ | 123,783,576 | (c) | |
|
|
(a) | As of April 30, 2019, the Fund had a net capital loss carryforward of $2,841,255. |
(b) | The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps, the tax deferral of losses on wash sales, and the tax treatment of tender option bonds. |
(c) | The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of defaulted securities and dividends payable. |
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For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $1,311,125 and a net long-term capital loss carryforward of $1,530,130, which may be carried forward for an indefinite period.
During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additional paid-in capital.
NOTE H
Floating Rate Notes Issued in Connection with Securities Held
The Fund may engage in tender option bond (“TOB”) transactions in which the Fund transfers a fixed rate bond (“Fixed Rate Bond”) into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust). The Fund buys a residual interest in the assets and cash flows of the SPV, often referred to as an inverse floating rate obligation (“Inverse Floater”). The SPV also issues floating rate notes (“Floating Rate Notes”) which are sold to third parties. The Floating Rate Notes pay interest at rates that generally reset weekly and their holders have the option to tender their notes to a liquidity provider for redemption at par. The Inverse Floater held by the Fund gives the Fund the right (1) to cause the holders of the Floating Rate Notes to tender their notes at par, and (2) to have the trustee transfer the Fixed Rate Bond held by the SPV to the Fund, thereby collapsing the SPV. The SPV may also be collapsed in certain other circumstances. In accordance with U.S. GAAP requirements regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities, the Fund accounts for the transaction described above as a secured borrowing by including the Fixed Rate Bond in its portfolio of investments and the Floating Rate Notes as a liability under the caption “Payable for floating rate notes issued” in its statement of assets and liabilities. Interest expense related to the Fund’s liability with respect to Floating Rate Notes is recorded as incurred. The interest expense is also included in the Fund’s expense ratio. At April 30, 2019, the amount of the Fund’s Floating Rate Notes outstanding was $3,510,000 and the related interest rate was 2.28% to 2.36%. For the year ended April 30, 2019, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $3,510,000 and 2.26%, respectively.
The Fund may also purchase Inverse Floaters in the secondary market without first owning the underlying bond. Such an Inverse Floater is included in the Fund’s portfolio of investments but is not required to be treated as a secured borrowing and reflected in the Fund’s financial statements as a secured borrowing.
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NOTES TO FINANCIAL STATEMENTS(continued)
The final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) were issued on December 10, 2013. The Volcker Rule precludes banking entities and their affiliates from (i) sponsoring residual interest bond programs, such as the Fund’s TOB transactions (as such programs were then previously or are presently structured), and (ii) continuing certain relationships with or certain services for residual interest bond programs. As a result, such residual interest bond trusts need to be restructured or unwound. The effects of the Volcker Rule may make it more difficult for the Fund to maintain current or desired levels of leverage and may cause the Fund to incur additional expenses to maintain its leverage. Banking entities subject to the Volcker Rule were required to comply by July 21, 2015 for TOBs established after December 31, 2013, and by July 21, 2017 for TOBs established prior to December 31, 2013.
NOTE I
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.
In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.
In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X
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NOTES TO FINANCIAL STATEMENTS(continued)
that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.
NOTE J
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 Fund’s financial statements through this date.
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FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Year Ended April 30, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
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| |||||||||||||||||||
Net asset value, beginning of period | $ 11.32 | $ 11.25 | $ 11.59 | $ 11.14 | $ 10.64 | |||||||||||||||
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Income From Investment Operations | ||||||||||||||||||||
Net investment income(a) | .45 | .44 | .44 | .48 | .51 | |||||||||||||||
Net realized and unrealized gain (loss) on investment transactions | .38 | .07 | (.34 | ) | .46 | .51 | ||||||||||||||
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| |||||||||||||||||||
Net increase in net asset value from operations | .83 | .51 | .10 | .94 | 1.02 | |||||||||||||||
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Less: Dividends | ||||||||||||||||||||
Dividends from net investment income | (.45 | ) | (.44 | ) | (.44 | ) | (.49 | ) | (.52 | ) | ||||||||||
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Net asset value, end of period | $ 11.70 | $ 11.32 | $ 11.25 | $ 11.59 | $ 11.14 | |||||||||||||||
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Total Return | ||||||||||||||||||||
Total investment return based on net asset value(b) | 7.53 | % | 4.55 | % | .87 | % | 8.69 | % | 9.73 | % | ||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (000’s omitted) | $3,509,575 | $2,760,892 | $1,667,126 | $1,112,540 | $634,667 | |||||||||||||||
Ratio to average net assets of: | ||||||||||||||||||||
Expenses(c) | .01 | % | .01 | % | .00 | %(d) | .01 | % | .01 | % | ||||||||||
Net investment income | 3.91 | % | 3.82 | % | 3.85 | % | 4.25 | % | 4.62 | % | ||||||||||
Portfolio turnover rate | 14 | % | 19 | % | 23 | % | 8 | % | 10 | % |
(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) | The expense ratios, excluding interest expense are .00%, .00%, .00%, .00% and .00%, respectively. |
(d) | Amount is less than .005%. |
See notes to financial statements.
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Trustees of AB Corporate Shares and Shareholders of AB Municipal Income Shares:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of AB Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM(continued)
disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the AB investment companies since 1968.
New York, New York
June 26, 2019
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RESULTS OF SHAREHOLDER MEETING
(unaudited)
A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Municipal Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until November 14, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):
1. | To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. |
Trustee: | Voted For: | Authority Withheld: | ||||||
Michael J. Downey | 259,751,621 | 1,668,188 | ||||||
William H. Foulk, Jr.* | 259,751,621 | 1,668,188 | ||||||
Nancy P. Jacklin | 259,751,621 | 1,668,188 | ||||||
Robert M. Keith | 259,751,621 | 1,668,188 | ||||||
Carol C. McMullen | 259,751,621 | 1,668,188 | ||||||
Gary L. Moody | 259,751,621 | 1,668,188 | ||||||
Marshall C. Turner, Jr. | 259,751,621 | 1,668,188 | ||||||
Earl D. Weiner | 259,751,621 | 1,668,188 |
2. | To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P. |
Voted For | Voted Against | Abstained | Broker-Non Votes | |||||||||||
225,746,782 | 98,896 | 474,918 | 14,380,473 |
* | Mr. Foulk retired on December 31, 2018. |
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BOARD OF TRUSTEES
Marshall C. Turner, Jr.(1),Chairman Michael J. Downey(1) Nancy P. Jacklin(1) Robert M. Keith,President and Chief Executive Officer | Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1) | |
OFFICERS
Robert “Guy” B. Davidson III(2),Vice President Terrance T. Hults(2),Vice President Matthew J. Norton(2),Vice President Emilie D. Wrapp,Secretary | Michael B. Reyes,Senior Analyst Joseph J. Mantineo,Treasurer and Chief Financial Officer Phyllis J. Clarke,Controller Vincent S. Noto,Chief Compliance Officer |
Custodian and Accounting Agent State Street Bank and Trust Company
Principal Underwriter AllianceBernstein Investments, Inc.
Transfer Agent AllianceBernstein Investor Services, | 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. |
2 | The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Municipal Bond Investment Team. Messrs. Davidson III, Hults and Norton are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio. |
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MANAGEMENT OF THE FUND
Board of Trustees Information
The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INTERESTED TRUSTEE | ||||||||
Robert M. Keith,# 1345 Avenue of the Americas NewYork, NY 10105 (2010) | Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES | ||||||||
Marshall C. Turner, Jr.,## Chairman of the Board 77 (2005) | Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensivenon-profit board leadership experience, and currently serves on the boards of two education and science-relatednon-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014. | 92 | Xilinx, Inc. (programmable logic semi-conductors) since 2007 |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Michael J. Downey,## (2005) | Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Nancy P. Jacklin,## 71 (2006) | Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Carol C. McMullen,## 63 | Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company andnon-profit boards, and as a director or trustee of the AB Funds since June 2016. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Garry L. Moody,## (2008) | Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008. | 92 | None | |||||
Earl D. Weiner,## 79 (2007) | Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of variousnon-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
* | The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105. |
** | There is no stated term of office for the Trust’s Trustees. |
*** | The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust. |
# | Mr. Keith is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser. |
## | Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. |
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MANAGEMENT OF THE FUND(continued)
Officers
NAME, ADDRESS* AND AGE | POSITION(S) HELD WITH FUND | PRINCIPAL OCCUPATION DURING PAST FIVE YEARS | ||
Robert M. Keith 59 | President and Chief Executive Officer | See biography above. | ||
Robert “Guy” B. Davidson, III 58 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Terrance T. Hults 53 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Matthew J. Norton 36 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Emilie D. Wrapp 63 | Secretary | Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014. | ||
Michael B. Reyes 42 | Senior Analyst | Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Joseph J. Mantineo 60 | Treasurer and Chief Financial Officer | Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014. | ||
Phyllis J. Clarke 58 | Controller | Vice President of ABIS**, with which she has been associated since prior to 2014. | ||
Vincent S. Noto 54 | Chief Compliance Officer | Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012. |
* | The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105. |
** | The Adviser, ABI and ABIS are affiliates of the Trust. |
The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at(800)-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.
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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments
As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Municipal Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.
At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.
The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.
A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.
At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds,
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actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.
The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.
The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of
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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.
Costs of Services to be Provided and Profitability
The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is
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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.
Fall-Out Benefits
The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.
Investment Results
In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.
Management Fees and Other Expenses
The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider
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(the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.
The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.
The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional,
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offshore fund andsub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
The Directors noted that many of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.
With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.
The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.
Economies of Scale
The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established
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methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.
The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.
Interim Advisory Agreements
In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.
Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement
The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Municipal Income Shares (the “Fund”) at a meeting held onNovember 6-8, 2018 (the “Meeting”).
Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,
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extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.
The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of theopen-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.
The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.
The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters
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as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.
Costs of Services Provided and Profitability
The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in the periods reviewed was not unreasonable.
Fall-Out Benefits
The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.
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Investment Results
In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.
At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the1-,3- and5-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.
Advisory Fees
The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.
The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.
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The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.
The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.
Economies of Scale
The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.
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This page is not part of the Shareholder Report or the Financial Statements.
AB FAMILY OF FUNDS
US EQUITY
US CORE
Core Opportunities Fund
FlexFee™ US Thematic Portfolio
Select US Equity Portfolio
US GROWTH
Concentrated Growth Fund
Discovery Growth Fund
FlexFee™ Large Cap Growth Portfolio
Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
US VALUE
Discovery Value Fund
Equity Income Fund
Relative Value Fund
Small Cap Value Portfolio
Value Fund
INTERNATIONAL/ GLOBAL EQUITY
INTERNATIONAL/ GLOBAL CORE
FlexFee™ International Strategic Core Portfolio
Global Core Equity Portfolio
International Portfolio
International Strategic Core Portfolio
Sustainable Global Thematic Fund
Tax-Managed International Portfolio
Tax-Managed Wealth Appreciation Strategy
Wealth Appreciation Strategy
INTERNATIONAL/ GLOBAL GROWTH
Concentrated International Growth Portfolio
FlexFee™ Emerging Markets Growth Portfolio
INTERNATIONAL/ GLOBAL EQUITY(continued)
Sustainable International Thematic Fund
INTERNATIONAL/ GLOBAL VALUE
All China Equity Portfolio
International Value Fund
FIXED INCOME
MUNICIPAL
High Income Municipal Portfolio
Intermediate California Municipal Portfolio
Intermediate Diversified Municipal Portfolio
Intermediate New York Municipal Portfolio
Municipal Bond Inflation Strategy
Tax-Aware Fixed Income Portfolio
National Portfolio
Arizona Portfolio
California Portfolio
Massachusetts Portfolio
Minnesota Portfolio
New Jersey Portfolio
New York Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
TAXABLE
Bond Inflation Strategy
FlexFee™ High Yield Portfolio
FlexFee™ International Bond Portfolio
Global Bond Fund
High Income Fund
Income Fund
Intermediate Bond Portfolio
Limited Duration High Income Portfolio
Short Duration Portfolio
ALTERNATIVES
All Market Real Return Portfolio
Global Real Estate Investment Fund
Select US Long/Short Portfolio
Unconstrained Bond Fund
MULTI-ASSET
All Market Income Portfolio
All Market Total Return Portfolio
Conservative Wealth Strategy
Emerging Markets Multi-Asset Portfolio
Global Risk Allocation Fund
Tax-Managed All Market Income Portfolio
TARGET-DATE
Multi-Manager Select Retirement Allocation Fund
Multi-Manager Select 2010 Fund
Multi-Manager Select 2015 Fund
Multi-Manager Select 2020 Fund
Multi-Manager Select 2025 Fund
Multi-Manager Select 2030 Fund
Multi-Manager Select 2035 Fund
Multi-Manager Select 2040 Fund
Multi-Manager Select 2045 Fund
Multi-Manager Select 2050 Fund
Multi-Manager Select 2055 Fund
Multi-Manager Select 2060 Fund
CLOSED-END FUNDS
AllianceBernstein Global High Income Fund
AllianceBernstein National Municipal Income Fund
We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.
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NOTES
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NOTES
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AB MUNICIPAL INCOME SHARES
1345 Avenue of the Americas
New York, NY 10105
800 221 5672
MIS-0151-0419
APR 04.30.19
ANNUAL REPORT
AB TAXABLE MULTI-SECTOR INCOME SHARES
Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.
You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you Invest directly, to all AB Mutual Funds you hold.
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.abfunds.com or contact your AB 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 recent12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.
AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.
The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.
FROM THE PRESIDENT | ![]() |
Dear Shareholder,
We are pleased to provide this report for AB Taxable Multi-Sector Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.
As always, AB strives to keep clients ahead of what’s next by:
+ | Transforming uncommon insights into uncommon knowledge with a global research scope |
+ | Navigating markets with seasoned investment experience and sophisticated solutions |
+ | Providing thoughtful investment insights and actionable ideas |
Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.
AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.
For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.
Thank you for your investment in the AB Mutual Funds.
Sincerely,
Robert M. Keith
President and Chief Executive Officer, AB Mutual Funds
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 1 |
ANNUAL REPORT
June 5, 2019
This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.
The Fund’s investment objective is to generate income and price appreciation.
NAV RETURNS AS OF APRIL 30, 2019(unaudited)
6 Months | 12 Months | |||||||
AB TAXABLE MULTI-SECTOR INCOME SHARES | 2.76% | 4.00% | ||||||
Bloomberg Barclays US Aggregateex-Government Bond Index | 5.88% | 5.65% |
INVESTMENT RESULTS
The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Aggregateex-Government Bond Index, for thesix- and12-month periods ended April 30, 2019.
During the12-month period, the Fund underperformed the benchmark. The Fund’s shorter-than-benchmark duration detracted, relative to the benchmark, as yields fell almost across the spectrum in the period. Yield-curve positioning also detracted, particularly an overweight along the five- to10-year portion of the curve, where interest rates rose most. Industry allocation contributed, helped most by a lack of exposure to agency mortgage-backed securities (“MBS”) and an overweight to the banking sector. Although security selection did not have a significant impact on overall performance in the period, there were some positions of note. Gains from selection within commercial mortgage-backed securities (“CMBS”) and electric utilities were offset by selection within banking and the other finance sector.
During thesix-month period, the Fund underperformed the benchmark. The Fund’s shorter-than-benchmark duration detracted, as yields fell across the curve during the period. Yield-curve positioning detracted as well, as gains from an overweight to the short end of the curve were more than offset by negative returns from underweight positioning along the intermediate and long portions of the curve. Within security selection, gains from CMBS selections were outweighed by selection within banking and energy. Industry positioning was positive in the period, helped most by a lack of exposure to agency MBS and an overweight position in the banking sector.
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The Fund utilized derivatives in the form of interest rate swaps for hedging and investment purposes and credit default swaps for investment purposes, which had an immaterial impact on absolute returns during both periods.
MARKET REVIEW AND INVESTMENT STRATEGY
Fixed-income markets generally performed well over the12-month period ended April 30, 2019. Worries over a global trade war, geopolitical uncertainty and tighter monetary policy gave way torisk-on sentiment following a dovish pivot from the US Federal Reserve (the “Fed”), trade-talk progress and Chinese policy stimulus. Global high yield, investment-grade securities and developed-market treasuries performed in line, while emerging-market debt sectors had more mixed returns. Emerging-market hard-currency corporates and sovereigns were buoyed by the Fed pause and general risk appetite, while local-currency debt came under pressure from a stronger US dollar.
The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet, as widely expected, before surprising markets with a dovish pivot in 2019. Markets around the globe reacted positively to the Fed’s tightening pause. Although the European Central Bank (“ECB”) formally ended its bond-buying program, the bank also turned more dovish in 2019, pointing to a continent-wide slowdown in economic growth. ECB officials announced a new series of targeted longer-term refinancing operations and pushed out any rate hikes until at least 2020. Central banks in Canada and Australia grew more dovish as well, ruling out interest-rate hikes for the remainder of the year, while the Bank of Japan echoed the sentiment by adjusting forward guidance to indicate that interest rates would remain low until at least 2020.
The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities throughtop-down andbottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates, but has leeway to invest in below investment-grade bonds as well.
INVESTMENT POLICIES
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 US andnon-US 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.
(continued on next page)
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The Fund may invest without limit in US dollar-denominated foreign fixed-income securities and may invest up to 50% of its assets innon-US dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed- and emerging-market debt securities.
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 credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.
The Fund may also invest in mortgage-related and other asset-backed securities, loan participations, inflation-indexed 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 contracts, forwards or swap agreements.
Currencies can have a dramatic effect on returns ofnon-US 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 contracts, options on futures contracts, 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.
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DISCLOSURES AND RISKS
Benchmark Disclosure
The Bloomberg Barclays US Aggregateex-Government Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays US Aggregateex-Government Bond Index represents the performance of securities within the US investment-grade fixed-rate bond market, with index components for corporate securities, mortgage pass-through securities, asset-backed securities and CMBS. 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 and any accrued interest. 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.
Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.
Below Investment-Grade Securities Risk: 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 may be 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.
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.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 5 |
DISCLOSURES AND RISKS(continued)
Foreign(Non-US) Risk: Investments in securities ofnon-US issuers may involve more risk than those of US 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.
Mortgage-Related and/or Other Asset-Backed Securities Risk: Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by nongovernmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.
Derivatives Risk: 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.
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.
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. As with all investments, you may lose money by investing in the Fund.
6 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS(continued)
An Important Note About Historical Performance
The performance shown in this report 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 recentmonth-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. Performance assumes reinvestment of distributions and does not account for taxes.
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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 7 |
HISTORICAL PERFORMANCE
GROWTH OF A $10,000 INVESTMENT IN THE FUND(unaudited)
9/15/20101 TO 4/30/2019
This chart illustrates the total value of an assumed $10,000 investment in AB Taxable Multi-Sector Income Shares (from 9/15/20101 to 4/30/2019) as compared to the performance of the Fund’s benchmark.
1 | Inception date: 9/15/2010. |
8 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
HISTORICAL PERFORMANCE(continued)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019(unaudited)
NAV Returns | ||||
1 Year | 4.00% | |||
5 Years | 1.70% | |||
Since Inception1 | 2.27% |
AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDARQUARTER-END
MARCH 31, 2019(unaudited)
NAV Returns | ||||
1 Year | 3.75% | |||
5 Years | 1.69% | |||
Since Inception1 | 2.25% |
The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. 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.
1 | Inception date: 9/15/2010. |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 9 |
EXPENSE EXAMPLE
(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 November 1, 2018 | Ending Account Value April 30, 2019 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||||||
Actual | $ | 1,000 | $ | 1,027.60 | $ | 0 | 0.00 | % | ||||||||
Hypothetical** | $ | 1,000 | $ | 1,024.79 | $ | 0 | 0.00 | % |
* | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect theone-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates. |
** | Assumes 5% annual return before expenses. |
10 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO SUMMARY
April 30, 2019(unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $154.3
1 | All data are as of April 30, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund 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). |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 11 |
PORTFOLIO OF INVESTMENTS
April 30, 2019
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
CORPORATES – INVESTMENT GRADE – 72.5% | ||||||||
Industrial – 39.8% | ||||||||
Basic – 1.5% | ||||||||
Dow Chemical Co. (The) | $ | 627 | $ | 638,581 | ||||
Glencore Finance Canada Ltd. | 505 | 525,382 | ||||||
Glencore Funding LLC | 225 | 222,943 | ||||||
Packaging Corp. of America | 1,010 | 1,003,122 | ||||||
|
| |||||||
2,390,028 | ||||||||
|
| |||||||
Capital Goods – 5.2% | ||||||||
Boeing Co. (The) | 1,150 | 1,147,965 | ||||||
Caterpillar Financial Services Corp. | 1,150 | 1,157,912 | ||||||
General Dynamics Corp. | 1,000 | 1,008,970 | ||||||
General Electric Co. | 470 | 473,863 | ||||||
Ingersoll-Rand Global Holding Co., Ltd. | 1,015 | 1,016,654 | ||||||
John Deere Capital Corp. | 435 | 432,316 | ||||||
1.95%, 6/22/20 | 100 | 99,268 | ||||||
Northrop Grumman Corp. | 1,000 | 991,430 | ||||||
Rockwell Collins, Inc. | 830 | 828,622 | ||||||
United Technologies Corp. | 525 | 521,677 | ||||||
4.50%, 4/15/20 | 300 | 304,854 | ||||||
|
| |||||||
7,983,531 | ||||||||
|
| |||||||
Communications - Media – 0.8% | ||||||||
Comcast Corp. | 78 | 79,527 | ||||||
Omnicom Group, Inc./Omnicom Capital Inc. | 1,000 | 1,019,790 | ||||||
Time Warner Cable LLC | 5 | 5,087 | ||||||
Walt Disney Co. (The) | 105 | 108,454 | ||||||
|
| |||||||
1,212,858 | ||||||||
|
|
12 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Communications - Telecommunications – 0.8% | ||||||||
AT&T, Inc. | $ | 610 | $ | 612,593 | ||||
Deutsche Telekom International Finance BV | 560 | 556,836 | ||||||
Telefonica Emisiones SA | 45 | 46,984 | ||||||
|
| |||||||
1,216,413 | ||||||||
|
| |||||||
Consumer Cyclical - Automotive – 4.2% | ||||||||
BMW US Capital LLC | 1,065 | 1,081,241 | ||||||
Daimler Finance North America LLC | 1,000 | 995,480 | ||||||
Ford Motor Credit Co. LLC | 400 | 396,340 | ||||||
3.219%, 1/09/22 | 200 | 197,328 | ||||||
3.336%, 3/18/21 | 325 | 323,791 | ||||||
5.875%, 8/02/21 | 210 | 219,803 | ||||||
General Motors Co. | 125 | 124,835 | ||||||
General Motors Financial Co., Inc. | 315 | 314,965 | ||||||
2.45%, 11/06/20 | 220 | 217,980 | ||||||
3.15%, 1/15/20 | 100 | 100,087 | ||||||
Harley-Davidson Financial Services, Inc. | 1,025 | 1,033,446 | ||||||
Nissan Motor Acceptance Corp. | 560 | 557,077 | ||||||
2.15%, 9/28/20(a) | 455 | 448,794 | ||||||
Toyota Motor Credit Corp. | 500 | 498,785 | ||||||
|
| |||||||
6,509,952 | ||||||||
|
| |||||||
Consumer Cyclical - Other – 1.4% | ||||||||
DR Horton, Inc. | 1,000 | 994,580 | ||||||
Marriott International, Inc./MD | 1,110 | 1,113,019 | ||||||
|
| |||||||
2,107,599 | ||||||||
|
| |||||||
Consumer Cyclical - Restaurants – 0.3% | ||||||||
Starbucks Corp. | 477 | 473,699 | ||||||
|
|
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 13 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Consumer Cyclical - Retailers – 1.4% | ||||||||
Home Depot, Inc. (The) | $ | 1,115 | $ | 1,135,683 | ||||
Walmart, Inc. | 1,015 | 1,027,566 | ||||||
|
| |||||||
2,163,249 | ||||||||
|
| |||||||
ConsumerNon-Cyclical – 12.7% | ||||||||
AbbVie, Inc. | 17 | 16,946 | ||||||
3.375%, 11/14/21 | 1,000 | 1,011,220 | ||||||
Allergan Funding SCS | 610 | 610,098 | ||||||
Altria Group, Inc. | 120 | 119,753 | ||||||
4.75%, 5/05/21 | 1,000 | 1,037,380 | ||||||
Anheuser-Busch InBev Finance, Inc. | 283 | 282,533 | ||||||
Archer-Daniels-Midland Co. | 1,110 | 1,131,001 | ||||||
Baxalta, Inc. | 23 | 23,167 | ||||||
Becton Dickinson and Co. | 100 | 99,917 | ||||||
2.675%, 12/15/19 | 783 | 781,708 | ||||||
Biogen, Inc. | 54 | 55,172 | ||||||
Celgene Corp. | 700 | 690,424 | ||||||
2.875%, 2/19/21 | 480 | 478,896 | ||||||
Cigna Corp. | 1,015 | 1,025,627 | ||||||
Conagra Brands, Inc. | 1,000 | 996,480 | ||||||
Constellation Brands, Inc. | 1,055 | 1,049,883 | ||||||
CVS Health Corp. | 400 | 393,564 | ||||||
3.35%, 3/09/21 | 753 | 758,429 | ||||||
Gilead Sciences, Inc. | 1,000 | 998,620 | ||||||
Kellogg Co. | 1,000 | 1,009,770 | ||||||
Kraft Heinz Foods Co. | 95 | 94,864 |
14 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Kroger Co. (The) | $ | 150 | $ | 153,414 | ||||
Laboratory Corp. of America Holdings | 430 | 429,131 | ||||||
Medtronic, Inc. | 100 | 101,453 | ||||||
Molson Coors Brewing Co. | 456 | 454,760 | ||||||
2.25%, 3/15/20 | 375 | 373,114 | ||||||
Mylan NV | 366 | 365,788 | ||||||
PepsiCo, Inc. | 1,000 | 990,810 | ||||||
Philip Morris International, Inc. | 1,055 | 1,050,653 | ||||||
Reynolds American, Inc. | 100 | 102,309 | ||||||
6.875%, 5/01/20 | 1,000 | 1,037,150 | ||||||
Tyson Foods, Inc. | 210 | 207,134 | ||||||
2.65%, 8/15/19 | 158 | 157,883 | ||||||
3.165% (LIBOR 3 Month + 0.55%), | 475 | 475,494 | ||||||
4.50%, 6/15/22 | 30 | 31,321 | ||||||
Zimmer Biomet Holdings, Inc. | 1,055 | 1,051,687 | ||||||
|
| |||||||
19,647,553 | ||||||||
|
| |||||||
Energy – 5.3% | ||||||||
BP Capital Markets PLC | 565 | 565,000 | ||||||
1.768%, 9/19/19 | 350 | 348,782 | ||||||
Devon Energy Corp. | 1,100 | 1,122,561 | ||||||
Energy Transfer Operating LP | 10 | 10,300 | ||||||
Enterprise Products Operating LLC | 410 | 410,111 | ||||||
5.20%, 9/01/20 | 55 | 56,770 | ||||||
Kinder Morgan Energy Partners LP | 99 | 101,880 | ||||||
4.15%, 3/01/22 | 37 | 38,212 | ||||||
5.30%, 9/15/20 | 5 | 5,158 | ||||||
Kinder Morgan, Inc./DE | 435 | 435,287 | ||||||
Marathon Petroleum Corp. | 48 | 49,845 |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 15 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
ONEOK, Inc. | $ | 1,092 | $ | 1,122,314 | ||||
Phillips 66 | 90 | 93,794 | ||||||
Schlumberger Finance Canada Ltd. | 1,000 | 991,850 | ||||||
Schlumberger Holdings Corp. | 85 | 85,000 | ||||||
Shell International Finance BV | 560 | 557,536 | ||||||
TransCanada PipeLines Ltd. | 1,000 | 1,110,230 | ||||||
Williams Cos., Inc. (The) | 1,119 | 1,136,222 | ||||||
|
| |||||||
8,240,852 | ||||||||
|
| |||||||
Services – 0.5% | ||||||||
eBay, Inc. | 830 | 824,796 | ||||||
|
| |||||||
Technology – 3.9% | ||||||||
Analog Devices, Inc. | 325 | 322,556 | ||||||
2.95%, 1/12/21 | 1,055 | 1,057,648 | ||||||
Baidu, Inc. | 375 | 370,326 | ||||||
Broadcom, Inc. | 1,165 | 1,158,732 | ||||||
Hewlett Packard Enterprise Co. | 605 | 602,852 | ||||||
3.60%, 10/15/20 | 75 | 75,731 | ||||||
IBM Credit LLC | 1,105 | 1,128,293 | ||||||
Lam Research Corp. | 483 | 483,401 | ||||||
VMware, Inc. | 800 | 794,560 | ||||||
|
| |||||||
5,994,099 | ||||||||
|
| |||||||
Transportation - Railroads – 0.7% | ||||||||
Union Pacific Corp. | 1,040 | 1,051,586 | ||||||
|
| |||||||
Transportation - Services – 1.1% | ||||||||
Ryder System, Inc. | 500 | 505,980 | ||||||
3.50%, 6/01/21 | 100 | 101,247 |
16 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
United Parcel Service, Inc. | $ | 1,050 | $ | 1,039,951 | ||||
|
| |||||||
1,647,178 | ||||||||
|
| |||||||
61,463,393 | ||||||||
|
| |||||||
Financial Institutions – 28.4% | ||||||||
Banking – 22.7% | ||||||||
ABN AMRO Bank NV | 495 | 493,218 | ||||||
American Express Co. | 200 | 198,504 | ||||||
American Express Credit Corp. | 1,500 | 1,494,855 | ||||||
Bank of America Corp. | 135 | 135,394 | ||||||
3.252% (LIBOR 3 Month + 0.65%), | 785 | 787,057 | ||||||
5.00%, 5/13/21 | 30 | 31,327 | ||||||
5.875%, 1/05/21 | 40 | 42,012 | ||||||
Series G | 500 | 496,905 | ||||||
Bank of Nova Scotia (The) | 1,000 | 1,028,000 | ||||||
BB&T Corp. | 200 | 198,128 | ||||||
3.20%, 9/03/21 | 830 | 838,947 | ||||||
BNP Paribas SA | 1,000 | 996,880 | ||||||
BPCE SA | 1,000 | 998,400 | ||||||
Canadian Imperial Bank of Commerce | 1,000 | 992,720 | ||||||
Capital One Financial Corp. | 220 | 218,887 | ||||||
2.50%, 5/12/20 | 230 | 229,239 | ||||||
4.75%, 7/15/21 | 20 | 20,829 | ||||||
Capital One NA | 425 | 423,517 | ||||||
Citibank NA | 300 | 297,501 | ||||||
3.40%, 7/23/21 | 1,115 | 1,129,127 | ||||||
Commonwealth Bank of Australia | 1,000 | 996,360 | ||||||
Danske Bank A/S | 1,070 | 1,057,684 | ||||||
Discover Bank | 255 | 255,599 |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 17 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Fifth Third Bancorp | $ | 53 | $ | 54,023 | ||||
Fifth Third Bank/Cincinnati OH | 1,750 | 1,737,067 | ||||||
Goldman Sachs Group, Inc. (The) | 48 | 47,381 | ||||||
2.60%, 4/23/20 | 200 | 199,514 | ||||||
3.00%, 4/26/22 | 1,050 | 1,050,598 | ||||||
5.75%, 1/24/22 | 195 | 209,149 | ||||||
Series D | 40 | 41,365 | ||||||
HSBC Bank USA NA | 1,000 | 1,026,240 | ||||||
HSBC Holdings PLC | 150 | 154,578 | ||||||
5.10%, 4/05/21 | 65 | 67,703 | ||||||
JPMorgan Chase & Co. | 250 | 249,490 | ||||||
2.40%, 6/07/21 | 225 | 223,571 | ||||||
2.776%, 4/25/23 | 1,175 | 1,168,279 | ||||||
4.40%, 7/22/20 | 365 | 372,388 | ||||||
4.50%, 1/24/22 | 95 | 99,205 | ||||||
KeyBank NA/Cleveland OH | 1,020 | 1,034,188 | ||||||
Lloyds Banking Group PLC | 585 | 586,059 | ||||||
Manufacturers & Traders Trust Co. | 355 | 352,316 | ||||||
Mitsubishi UFJ Financial Group, Inc. | 215 | 215,639 | ||||||
3.535%, 7/26/21 | 850 | 862,792 | ||||||
Mizuho Financial Group, Inc. | 220 | 218,990 | ||||||
Morgan Stanley | 350 | 353,773 | ||||||
Series G | 102 | 107,660 | ||||||
Nationwide Building Society | 200 | 201,254 | ||||||
PNC Bank NA | 250 | 249,075 | ||||||
2.45%, 11/05/20 | 250 | 249,143 | ||||||
PNC Financial Services Group, Inc. (The) | 30 | 30,538 | ||||||
Regions Bank/Birmingham AL | 1,165 | 1,171,326 |
18 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Royal Bank of Canada | $ | 1,115 | $ | 1,116,115 | ||||
Santander UK PLC | 1,025 | 1,034,389 | ||||||
SunTrust Bank/Atlanta GA | 1,125 | 1,135,969 | ||||||
Synchrony Bank | 1,025 | 1,036,634 | ||||||
Toronto-Dominion Bank (The) | 1,040 | 1,052,636 | ||||||
US Bank NA/Cincinnati OH | 440 | 436,568 | ||||||
3.15%, 4/26/21 | 550 | 555,434 | ||||||
Wells Fargo Bank NA | 325 | 324,357 | ||||||
3.325%, 7/23/21 | 1,185 | 1,192,157 | ||||||
Westpac Banking Corp. | 388 | 386,343 | ||||||
Zions Bancorp NA | 1,055 | 1,066,964 | ||||||
|
| |||||||
35,031,960 | ||||||||
|
| |||||||
Finance – 1.4% | ||||||||
AIG Global Funding | 560 | 556,119 | ||||||
3.35%, 6/25/21(a) | 600 | 605,184 | ||||||
Air Lease Corp. | 1,015 | 1,008,606 | ||||||
|
| |||||||
2,169,909 | ||||||||
|
| |||||||
Insurance – 2.8% | ||||||||
Anthem, Inc. | 1,070 | 1,066,127 | ||||||
Hartford Financial Services Group, Inc. (The) | 3 | 3,071 | ||||||
Metropolitan Life Global Funding I | 520 | 516,339 | ||||||
New York Life Global Funding | 1,000 | 991,840 | ||||||
Pricoa Global Funding I | 560 | 557,480 | ||||||
Prudential Financial, Inc. | 85 | 87,286 | ||||||
UnitedHealth Group, Inc. | 465 | 460,666 | ||||||
3.15%, 6/15/21 | 555 | 560,861 | ||||||
|
| |||||||
4,243,670 | ||||||||
|
|
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 19 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Other Finance – 0.8% | ||||||||
Enterprise Community Loan Fund, Inc. | $ | 1,180 | $ | 1,212,828 | ||||
|
| |||||||
REITS – 0.7% | ||||||||
American Tower Corp. | 440 | 439,890 | ||||||
Healthcare Trust of America Holdings LP | 110 | 108,916 | ||||||
Simon Property Group LP | 560 | 559,132 | ||||||
|
| |||||||
1,107,938 | ||||||||
|
| |||||||
43,766,305 | ||||||||
|
| |||||||
Utility – 4.3% | ||||||||
Electric – 4.3% | ||||||||
American Electric Power Co., Inc. | 1,050 | 1,040,466 | ||||||
Berkshire Hathaway Energy Co. | 650 | 648,024 | ||||||
Dominion Energy, Inc. | 565 | 562,932 | ||||||
Duke Energy Florida LLC | 375 | 373,991 | ||||||
Edison International | 555 | 547,496 | ||||||
Entergy Corp. | 78 | 80,360 | ||||||
Exelon Corp. | 548 | 541,128 | ||||||
2.85%, 6/15/20 | 145 | 145,044 | ||||||
Exelon Generation Co. LLC | 604 | 604,042 | ||||||
National Rural Utilities Cooperative Finance Corp. | 453 | 455,646 | ||||||
NextEra Energy Capital Holdings, Inc. | 600 | 596,562 | ||||||
Pinnacle West Capital Corp. | 1,000 | 989,360 | ||||||
TECO Finance, Inc. | 10 | 10,191 | ||||||
|
| |||||||
6,595,242 | ||||||||
|
| |||||||
Total Corporates – Investment Grade | 111,824,940 | |||||||
|
|
20 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
ASSET-BACKED SECURITIES – 10.1% | ||||||||
Autos - Fixed Rate – 5.1% | ||||||||
Ally Auto Receivables Trust | $ | 831 | $ | 828,269 | ||||
AmeriCredit Automobile Receivables Trust | 72 | 71,638 | ||||||
CarMax Auto Owner Trust | 1,350 | 1,339,201 | ||||||
Exeter Automobile Receivables Trust | 1 | 601 | ||||||
Ford Credit Auto Owner Trust | 268 | 267,353 | ||||||
Ford Credit Floorplan Master Owner Trust | 94 | 93,482 | ||||||
Series2017-1, Class A1 | 175 | 173,878 | ||||||
Series2017-2, Class A1 | 1,000 | 992,524 | ||||||
GM Financial Automobile Leasing Trust | 1,000 | 997,854 | ||||||
GM Financial Consumer Automobile Receivables Trust | 1,350 | 1,342,722 | ||||||
GMF Floorplan Owner Revolving Trust | 100 | 99,972 | ||||||
Honda Auto Receivables Owner Trust | 400 | 395,300 | ||||||
Nissan Auto Lease Trust | 332 | 331,439 | ||||||
USAA Auto Owner Trust | 1,000 | 991,483 | ||||||
|
| |||||||
7,925,716 | ||||||||
|
|
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 21 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Credit Cards - Fixed Rate – 2.6% | ||||||||
Cabela’s Credit Card Master Note Trust | $ | 120 | $ | 120,218 | ||||
Chase Issuance Trust | 105 | 105,411 | ||||||
World Financial Network Credit Card Master Trust | 1,000 | 997,857 | ||||||
Series2017-C, Class A | 1,400 | 1,392,688 | ||||||
Series2018-B, Class A | 1,350 | 1,372,636 | ||||||
|
| |||||||
3,988,810 | ||||||||
|
| |||||||
Other ABS - Fixed Rate – 2.4% | ||||||||
SBA Tower Trust | 67 | 67,138 | ||||||
SoFi Consumer Loan Program LLC | 59 | 58,700 | ||||||
Series2017-2, Class A | 311 | 311,708 | ||||||
Series2017-5, Class A2 | 1,000 | 996,565 | ||||||
SoFi Consumer Loan Program Trust | 1,000 | 1,007,463 | ||||||
Verizon Owner Trust | 1,260 | 1,253,233 | ||||||
|
| |||||||
3,694,807 | ||||||||
|
| |||||||
Total Asset-Backed Securities | 15,609,333 | |||||||
|
| |||||||
GOVERNMENTS – TREASURIES – 7.4% | ||||||||
United States – 7.4% | ||||||||
U.S. Treasury Notes | 6,000 | 6,000,938 | ||||||
2.50%, 2/15/22 | 5,350 | 5,387,617 | ||||||
|
| |||||||
Total Governments – Treasuries | 11,388,555 | |||||||
|
| |||||||
22 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
COMMERCIAL MORTGAGE-BACKED SECURITIES – 3.8% | ||||||||
Non-Agency Floating Rate CMBS – 2.2% | ||||||||
BAMLL Commercial Mortgage Securities Trust | $ | 1,000 | $ | 1,000,090 | ||||
DBWF Mortgage Trust | 1,000 | 1,000,641 | ||||||
Invitation Homes Trust | 352 | 353,975 | ||||||
Starwood Retail Property Trust | 989 | 986,330 | ||||||
Waldorf Astoria Boca Raton Trust | 128 | 127,998 | ||||||
|
| |||||||
3,469,034 | ||||||||
|
| |||||||
Non-Agency Fixed Rate CMBS – 1.5% | ||||||||
Citigroup Commercial Mortgage Trust | 932 | 930,349 | ||||||
GS Mortgage Securities Trust | 462 | 454,044 | ||||||
JP Morgan Chase Commercial Mortgage Securities Trust | 750 | 757,422 | ||||||
LSTAR Commercial Mortgage Trust | 100 | 98,422 | ||||||
|
| |||||||
2,240,237 | ||||||||
|
| |||||||
Agency CMBS – 0.1% | ||||||||
Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates | 77 | 75,787 |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 23 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series K025, Class A1 | $ | 98 | $ | 97,306 | ||||
|
| |||||||
173,093 | ||||||||
|
| |||||||
Total Commercial Mortgage-Backed Securities | 5,882,364 | |||||||
|
| |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS – 2.4% | ||||||||
Risk Share Floating Rate – 2.1% | ||||||||
Bellemeade Re Ltd. | 800 | 798,220 | ||||||
Federal National Mortgage Association Connecticut Avenue Securities | 750 | 836,154 | ||||||
Series2016-C01, Class 1M2 | 544 | 629,889 | ||||||
Series2016-C02, Class 1M2 | 735 | 835,441 | ||||||
Series2016-C03, Class 1M1 | 190 | 191,172 | ||||||
|
| |||||||
3,290,876 | ||||||||
|
| |||||||
Agency Fixed Rate – 0.3% | ||||||||
Federal Home Loan Mortgage Corp. REMICs | 317 | 307,476 | ||||||
Series 4459, Class CA | 73 | 77,279 | ||||||
|
| |||||||
384,755 | ||||||||
|
| |||||||
Total Collateralized Mortgage Obligations | 3,675,631 | |||||||
|
| |||||||
LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 2.3% | ||||||||
United States – 2.3% | ||||||||
Chicago Housing Authority | 1,000 | 1,016,290 |
24 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
County of Tulare CA | $ | 500 | $ | 499,985 | ||||
Regional Transportation Authority | 1,000 | 1,003,310 | ||||||
State of Connecticut | 1,100 | 1,116,203 | ||||||
|
| |||||||
Total Local Governments – US Municipal Bonds | 3,635,788 | |||||||
|
| |||||||
Shares | ||||||||
SHORT-TERM INVESTMENTS – 1.8% | ||||||||
Investment Companies – 1.8% | ||||||||
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, | 2,711,380 | 2,711,380 | ||||||
|
| |||||||
Total Investments – 100.3% | 154,727,991 | |||||||
Other assets less liabilities – (0.3)% | (428,172 | ) | ||||||
|
| |||||||
Net Assets – 100.0% | $ | 154,299,819 | ||||||
|
|
CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)
Rate Type | ||||||||||||||||||||||||||
Notional (000) | Termination Date | Payments made by the Fund | Payments received by the Fund | Payment Frequency Paid/ Received | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||||||
USD | 14,000 | 3/15/20 | 3 Month LIBOR | 2.588% | Quarterly/Semi-Annual | $ | 3,011 | $ | — | $ | 3,011 | |||||||||||||||
USD | 6,270 | 6/15/20 | 3 Month LIBOR | 2.820% | Quarterly/Semi-Annual | 65,433 | — | 65,433 | ||||||||||||||||||
USD | 11,250 | 12/06/20 | 3 Month LIBOR | 2.985% | Quarterly/Semi-Annual | 185,911 | — | 185,911 | ||||||||||||||||||
USD | 15,000 | 4/18/21 | 3 Month LIBOR | 2.511% | Quarterly/Semi-Annual | 35,180 | — | 35,180 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
$ | 289,535 | $ | — | $ | 289,535 | |||||||||||||||||||||
|
|
|
|
|
|
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 25 |
PORTFOLIO OF INVESTMENTS(continued)
CREDIT DEFAULT SWAPS (see Note C)
Swap Counterparty & Referenced Obligation | Fixed Rate (Pay) Receive | Payment Frequency | Implied Credit Spread at April 30, 2019 | Notional Amount (000) | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||||||||||||
Buy Contracts | ||||||||||||||||||||||||||||||||
JP Morgan Securities, LLC | ||||||||||||||||||||||||||||||||
CDX-CMBX.NA.BBB- | (3.00 | )% | Monthly | 3.65 | % | USD | 1,560 | $ | 52,702 | $ | 142,070 | $ | (89,368 | ) | ||||||||||||||||||
Sale Contracts | ||||||||||||||||||||||||||||||||
Citigroup Global Markets, Inc. | ||||||||||||||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 59 | (6,401 | ) | (8,208 | ) | 1,807 | ||||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 32 | (3,471 | ) | (3,242 | ) | (229 | ) | |||||||||||||||||||||
Credit Suisse International | ||||||||||||||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 18 | (1,952 | ) | (1,840 | ) | (112 | ) | |||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 335 | (36,342 | ) | (33,414 | ) | (2,928 | ) | |||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 224 | (24,282 | ) | (22,932 | ) | (1,350 | ) | |||||||||||||||||||||
Goldman Sachs International | ||||||||||||||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 291 | (31,569 | ) | (28,173 | ) | (3,396 | ) | |||||||||||||||||||||
JP Morgan Securities, LLC | ||||||||||||||||||||||||||||||||
CDX-CMBX.NA.BBB- | 3.00 | Monthly | 6.88 | USD | 1,716 | (186,157 | ) | (265,068 | ) | 78,911 | ||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
$ | (237,472 | ) | $ | (220,807 | ) | $ | (16,665 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
* | Termination date |
(a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $26,690,997 or 17.3% of net assets. |
(b) | Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019. |
(c) | Security in which significant unobservable inputs (Level 3) were used in determining fair value. |
(d) | Affiliated investments. |
(e)To | obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800)227-4618. |
(f) | The rate shown represents the7-day yield as of period end. |
26 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
PORTFOLIO OF INVESTMENTS(continued)
Glossary:
ABS – Asset-Backed Securities
CDX-CMBX.NA – North American Commercial Mortgage-Backed Index
CMBS – Commercial Mortgage-Backed Securities
LIBOR – London Interbank Offered Rates
REIT – Real Estate Investment Trust
REMICs – Real Estate Mortgage Investment Conduits
See notes to financial statements.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 27 |
STATEMENT OF ASSETS & LIABILITIES
April 30, 2019
Assets |
| |||
Investments in securities, at value | ||||
Unaffiliated issuers (cost $151,700,676) | $ | 152,016,611 | ||
Affiliated issuers (cost $2,711,380) | 2,711,380 | |||
Cash | 2,444 | |||
Cash collateral due from broker | 186,977 | |||
Interest receivable | 997,261 | |||
Receivable for shares of beneficial interest sold | 209,775 | |||
Market value on credit default swaps (net premiums paid $142,070) | 52,702 | |||
Affiliated dividends receivable | 6,157 | |||
Receivable due from Adviser | 490 | |||
|
| |||
Total assets | 156,183,797 | |||
|
| |||
Liabilities | ||||
Payable for investment securities purchased | 1,147,965 | |||
Dividends payable | 363,377 | |||
Market value on credit default swaps (net premiums received $362,877) | 290,174 | |||
Payable for shares of beneficial interest redeemed | 46,993 | |||
Payable for variation margin on centrally cleared swaps | 35,469 | |||
|
| |||
Total liabilities | 1,883,978 | |||
|
| |||
Net Assets | $ | 154,299,819 | ||
|
| |||
Composition of Net Assets |
| |||
Shares of beneficial interest, at par | $ | 157 | ||
Additionalpaid-in capital | 155,049,267 | |||
Accumulated loss | (749,605 | ) | ||
|
| |||
$ | 154,299,819 | |||
|
| |||
Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 15,708,482 common shares outstanding) | $ | 9.82 | ||
|
|
See notes to financial statements.
28 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
STATEMENT OF OPERATIONS
Year Ended April 30, 2019
Investment Income | ||||||||
Interest | $ | 3,795,251 | ||||||
Dividends—Affiliated issuers | 53,335 | |||||||
Other income(a) | 4,232 | |||||||
|
| |||||||
Total investment income | $ | 3,852,818 | ||||||
|
| |||||||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||||||
Net realized gain (loss) on: | ||||||||
Investment transactions | (140,980 | ) | ||||||
Swaps | 69,744 | |||||||
Net change in unrealized appreciation/depreciation of: | ||||||||
Investments | 1,925,175 | |||||||
Swaps | 225,197 | |||||||
|
| |||||||
Net gain on investment transactions | 2,079,136 | |||||||
|
| |||||||
Net Increase in Net Assets from Operations | $ | 5,931,954 | ||||||
|
|
(a) | Other income includes a reimbursement for investment in affiliated issuer (see Note B). |
See notes to financial statements.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 29 |
STATEMENT OF CHANGES IN NET ASSETS
Year Ended April 30, 2019 | Year Ended April 30, 2018 | |||||||
Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 3,852,818 | $ | 2,399,094 | ||||
Net realized loss on investment transactions | (71,236 | ) | (455,853 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | 2,150,372 | (1,648,717 | ) | |||||
|
|
|
| |||||
Net increase in net assets from operations | 5,931,954 | 294,524 | ||||||
Distribution to Shareholders | (3,965,321 | ) | (2,437,423 | ) | ||||
Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 22,704,832 | 57,443,846 | ||||||
|
|
|
| |||||
Total increase | 24,671,465 | 55,300,947 | ||||||
Net Assets | ||||||||
Beginning of period | 129,628,354 | 74,327,407 | ||||||
|
|
|
| |||||
End of period | $ | 154,299,819 | $ | 129,628,354 | ||||
|
|
|
|
See notes to financial statements.
30 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS
April 30, 2019
NOTE A
Significant Accounting Policies
AB 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 dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as anopen-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Taxable Multi-Sector Income Shares (the “Fund”).
Shares of the Fund are offered exclusively to holders of accounts established underwrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.
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 (the “Board”).
In general, the market values 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 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
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 31 |
NOTES TO FINANCIAL STATEMENTS(continued)
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 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 any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 Fund may use fair value pricing for securities primarily traded innon-U.S. markets because most foreign markets close well before the Fund 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. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.
32 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
2. Fair Value Measurements
In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be 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 Fund. Unobservable inputs reflect the Fund’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 Fund’s own assumptions in determining the fair value of investments) |
The fair value of debt instruments, such as bonds, andover-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 rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are 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. In addition,non-agency rated investments are classified as Level 3.
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
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 33 |
NOTES TO FINANCIAL STATEMENTS(continued)
collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.
Other fixed income investments, includingnon-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.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2019:
Investments in | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: | ||||||||||||||||
Corporates – Investment Grade | $ | – 0 | – | $ | 111,824,940 | $ | – 0 | – | $ | 111,824,940 | ||||||
Asset-Backed Securities | – 0 | – | 11,914,526 | 3,694,807 | 15,609,333 | |||||||||||
Governments – Treasuries | – 0 | – | 11,388,555 | – 0 | – | 11,388,555 | ||||||||||
Commercial Mortgage-Backed Securities | – 0 | – | 4,882,274 | 1,000,090 | 5,882,364 | |||||||||||
Collateralized Mortgage Obligations | – 0 | – | 3,675,631 | – 0 | – | 3,675,631 | ||||||||||
Local Governments – US Municipal Bonds | – 0 | – | 3,635,788 | – 0 | – | 3,635,788 | ||||||||||
Short-Term Investments | 2,711,380 | – 0 | – | – 0 | – | 2,711,380 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments in Securities | 2,711,380 | 147,321,714 | 4,694,897 | 154,727,991 | ||||||||||||
Other Financial Instruments(a): | ||||||||||||||||
Assets: | ||||||||||||||||
Centrally Cleared Interest Rate Swaps | – 0 | – | 289,535 | – 0 | – | 289,535 | (b) | |||||||||
Credit Default Swaps | – 0 | – | 52,702 | – 0 | – | 52,702 | ||||||||||
Liabilities: | ||||||||||||||||
Credit Default Swaps | – 0 | – | (290,174 | ) | – 0 | – | (290,174 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 2,711,380 | $ | 147,373,777 | $ | 4,694,897 | $ | 154,780,054 | ||||||||
|
|
|
|
|
|
|
|
(a) | Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value. |
(b) | Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value. |
34 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.
Asset- Backed Securities | Commercial Mortgage- Backed Securities | Total | ||||||||||
Balance as of 4/30/18 | $ | 2,972,277 | $ | 1,003,944 | $ | 3,976,221 | ||||||
Accrued discounts/(premiums) | 136 | – 0 | – | 136 | ||||||||
Realized gain (loss) | 356 | – 0 | – | 356 | ||||||||
Change in unrealized appreciation/depreciation | 36,557 | (3,854 | ) | 32,703 | ||||||||
Purchases | 999,899 | – 0 | – | 999,899 | ||||||||
Sales/Paydowns | (314,418 | ) | – 0 | – | (314,418 | ) | ||||||
Transfers in to Level 3 | – 0 | – | – 0 | – | – 0 | – | ||||||
Transfers out of Level 3 | – 0 | – | – 0 | – | – 0 | – | ||||||
|
|
|
|
|
| |||||||
Balance as of 4/30/19 | $ | 3,694,807 | $ | 1,000,090 | $ | 4,694,897 | ||||||
|
|
|
|
|
| |||||||
Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(a) | $ | 36,557 | $ | (3,854 | ) | $ | 32,703 | |||||
|
|
|
|
|
|
(a) | The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations. |
As of April 30, 2019, all Level 3 securities were priced by third party vendors.
3. Taxes
It is the Fund’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 Fund’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 Fund’s financial statements.
4. Investment Income and Investment Transactions
Dividend income is recorded on theex-dividend date or as soon as the Fund 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 Fund amortizes premiums and accretes discounts as adjustments to interest income.
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NOTES TO FINANCIAL STATEMENTS(continued)
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on theex-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 Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts inwrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.
During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable.
36 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.
It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.
At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.
The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund 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 Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and
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NOTES TO FINANCIAL STATEMENTS(continued)
redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.
The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of ..20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $3,032.
A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:
Fund | Market Value 4/30/18 (000) | Purchases at Cost (000) | Sales Proceeds (000) | Market Value 4/30/19 (000) | Dividend Income (000) | |||||||||||||||
Government Money Market Portfolio | $ | 748 | $ | 81,730 | $ | 79,767 | $ | 2,711 | $ | 53 |
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:
Purchases | Sales | |||||||
Investment securities (excluding U.S. government securities) | $ | 50,352,142 | $ | 34,128,375 | ||||
U.S. government securities | 44,005,194 | 30,335,403 |
The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:
Cost | $ | 154,412,056 | ||
|
| |||
Gross unrealized appreciation | $ | 1,104,040 | ||
Gross unrealized depreciation | (630,711 | ) | ||
|
| |||
Net unrealized appreciation | $ | 473,329 | ||
|
|
38 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
1. Derivative Financial Instruments
The Fund 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 types of derivatives utilized by the Fund, as well as the methods in which they may be used are:
• | Swaps |
The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps fornon-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions.” A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.
Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 39 |
NOTES TO FINANCIAL STATEMENTS(continued)
gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.
Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on aphased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.
At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund 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 Fund 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 centrally cleared swaps is generally less thannon-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund 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.
Interest Rate Swaps:
The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.
In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price
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NOTES TO FINANCIAL STATEMENTS(continued)
of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
During the year ended April 30, 2019, the Fund held interest rate swaps for hedging andnon-hedging purposes.
Credit Default Swaps:
The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.
In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty. As of April 30, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.
Credit default swaps may involve greater risks than if a Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 41 |
NOTES TO FINANCIAL STATEMENTS(continued)
previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.
Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.
During the year ended April 30, 2019, the Fund held credit default swaps fornon-hedging purposes.
The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment(close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.
The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.
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NOTES TO FINANCIAL STATEMENTS(continued)
During the year ended April 30, 2019, the Fund had entered into the following derivatives:
Asset Derivatives | Liability Derivatives | |||||||||||
Derivative Type | Statement of | Fair Value | Statement of | Fair Value | ||||||||
Interest rate contracts | Receivable/Payable for variation margin on centrally cleared swaps | $ | 289,535 | * | ||||||||
Credit contracts | Market value on credit default swaps | 52,702 | Market value on credit default swaps | $ | 290,174 | |||||||
|
|
|
| |||||||||
Total | $ | 342,237 | $ | 290,174 | ||||||||
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|
|
|
* | Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. |
Derivative Type | Location of Gain | Realized Gain or (Loss) on Derivatives | Change in Unrealized Appreciation or (Depreciation) | |||||||
Interest rate contracts | Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps | $ | (81,417 | ) | $ | 314,839 | ||||
Credit contracts | Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps | 151,161 | (89,642 | ) | ||||||
|
|
|
| |||||||
Total | $ | 69,744 | $ | 225,197 | ||||||
|
|
|
|
The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:
Centrally Cleared Interest Rate Swaps: | ||||
Average notional amount | $ | 24,786,154 | ||
Credit Default Swaps: | ||||
Average notional amount of buy contracts | $ | 1,560,000 | (a) | |
Average notional amount of sale contracts | $ | 2,082,769 |
(a) | Positions were open for six months during the year. |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 43 |
NOTES TO FINANCIAL STATEMENTS(continued)
For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.
All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.
Counterparty | Derivative Assets Subject to a MA | Derivatives Available for Offset | Cash Collateral Received* | Security Collateral Received* | Net Amount of Derivative Assets | |||||||||||||||
JP Morgan Securities, LLC | $ | 52,702 | $ | (52,702 | ) | $ | – 0 | – | $ | – 0 | – | $ | – 0 | – | ||||||
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|
|
|
|
|
|
| |||||||||||
Total | $ | 52,702 | $ | (52,702 | ) | $ | – 0 | – | $ | – 0 | – | $ | – 0 | – | ||||||
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|
|
|
|
| |||||||||||
Counterparty | Derivative Liabilities Subject to a MA | Derivatives Available for Offset | Cash Collateral Pledged* | Security Collateral Pledged* | Net Amount of Derivative Liabilities | |||||||||||||||
Citigroup Global Markets, Inc. | $ | 9,872 | $ | – 0 | – | $ | – 0 | – | $ | – 0 | – | $ | 9,872 | |||||||
Credit Suisse International | 62,576 | – 0 | – | – 0 | – | – 0 | – | 62,576 | ||||||||||||
Goldman Sachs International | 31,569 | – 0 | – | – 0 | – | – 0 | – | 31,569 | ||||||||||||
JP Morgan Securities, LLC | 186,157 | (52,702 | ) | – 0 | – | – 0 | – | 133,455 | ||||||||||||
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|
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|
|
|
|
|
|
| |||||||||||
Total | $ | 290,174 | $ | (52,702 | ) | $ | – 0 | – | $ | – 0 | – | $ | 237,472 | ^ | ||||||
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* | The actual collateral received/pledged may be more than the amount reported due to over-collateralization. |
^ | Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty. |
2. Currency Transactions
The Fund may invest innon-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used
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NOTES TO FINANCIAL STATEMENTS(continued)
when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
Shares | Amount | |||||||||||||||||||||||
Year Ended April 30, 2019 | Year Ended 2018 | Year Ended 2019 | Year Ended 2018 | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Shares sold | 8,683,152 | 12,845,768 | $ | 84,359,626 | $ | 126,261,013 | ||||||||||||||||||
| ||||||||||||||||||||||||
Shares redeemed | (6,340,194 | ) | (7,031,492 | ) | (61,654,794 | ) | (68,817,167 | ) | ||||||||||||||||
| ||||||||||||||||||||||||
Net increase | 2,342,958 | 5,814,276 | $ | 22,704,832 | $ | 57,443,846 | ||||||||||||||||||
|
NOTE E
Risks Involved in Investing in the Fund
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 and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. 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 existing 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.
Below Investment Grade Securities Risk—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 may be 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.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 45 |
NOTES TO FINANCIAL STATEMENTS(continued)
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 ofnon-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 rates may negatively affect the value of the Fund’s investments or reduce its returns.
Mortgage-Related and/or Other Asset-Backed Securities Risk—Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by nongovernmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.
Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.
Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts,
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NOTES TO FINANCIAL STATEMENTS(continued)
forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.
Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.
NOTE F
Joint Credit Facility
A number ofopen-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.
NOTE G
Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:
2019 | 2018 | |||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 3,965,321 | $ | 2,437,423 | ||||
|
|
|
| |||||
Total distributions paid | $ | 3,965,321 | $ | 2,437,423 | ||||
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|
|
As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed ordinary income | $ | 292,755 | ||
Accumulated capital and other losses | (1,152,312 | )(a) | ||
Unrealized appreciation/(depreciation) | 473,329 | (b) | ||
|
| |||
Total accumulated earnings/(deficit) | $ | (386,228 | )(c) | |
|
|
(a) | As of April 30, 2019, the Fund had a net capital loss carryforward of $1,152,312. |
(b) | The difference between book-basis andtax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax treatment of swaps. |
(c) | The difference between book-basis andtax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable. |
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 47 |
NOTES TO FINANCIAL STATEMENTS(continued)
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $954,970 and a net long-term capital loss carryforward of $197,342, which may be carried forward for an indefinite period.
During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.
NOTE H
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.
In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.
In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting
48 | AB TAXABLE MULTI-SECTOR INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.
NOTE I
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 Fund’s financial statements through this date.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 49 |
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Year Ended April 30, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
|
| |||||||||||||||||||
Net asset value, beginning of period | $ 9.70 | $ 9.84 | $ 9.91 | $ 9.97 | $ 9.97 | |||||||||||||||
|
| |||||||||||||||||||
Income From Investment Operations | ||||||||||||||||||||
Net investment income(a) | .25 | .20 | .17 | .14 | .09 | |||||||||||||||
Net realized and unrealized gain (loss) on investment transactions | .13 | (.14 | ) | (.01 | ) | (.02 | )† | .03 | ||||||||||||
|
| |||||||||||||||||||
Net increase in net asset value from operations | .38 | .06 | .16 | .12 | .12 | |||||||||||||||
|
| |||||||||||||||||||
Less: Dividends | ||||||||||||||||||||
Dividends from net investment income | (.26 | ) | (.20 | ) | (.23 | ) | (.18 | ) | (.12 | ) | ||||||||||
|
| |||||||||||||||||||
Net asset value, end of period | $ 9.82 | $ 9.70 | $ 9.84 | $ 9.91 | $ 9.97 | |||||||||||||||
|
| |||||||||||||||||||
Total Return | ||||||||||||||||||||
Total investment return based on net asset value(b) | 4.00 | % | .65 | % | 1.48 | % | 1.26 | % | 1.16 | % | ||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (000’s omitted) | $154,300 | $129,628 | $74,327 | $307,233 | $117,588 | |||||||||||||||
Ratio to average net assets of: | ||||||||||||||||||||
Net investment income | 2.62 | % | 2.05 | % | 1.67 | % | 1.44 | % | .89 | % | ||||||||||
Portfolio turnover rate | 45 | % | 81 | % | 85 | % | 109 | % | 109 | % |
(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. |
† | Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period. |
See notes to financial statements.
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Trustees of AB Corporate Shares and Shareholders
of AB Taxable Multi-Sector Income Shares:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of AB Taxable Multi-Sector Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM(continued)
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the AB investment companies since 1968.
New York, New York
June 26, 2019
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2019 FEDERAL TAX INFORMATION
(unaudited)
For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2019.
For foreign shareholders, 85.80% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.
Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2020.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 53 |
RESULTS OF SHAREHOLDER MEETING
(unaudited)
A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Taxable Multi-Sector Income Shares (the “Fund”) was held on October 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):
1. | To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. |
Trustee: | Voted For | Authority Withheld | ||||||
Michael J. Downey | 253,379,377 | 1,558,184 | ||||||
William H. Foulk, Jr.* | 253,379,377 | 1,558,184 | ||||||
Nancy P. Jacklin | 253,379,377 | 1,558,184 | ||||||
Robert M. Keith | 253,379,377 | 1,558,184 | ||||||
Carol C. McMullen | 253,379,377 | 1,558,184 | ||||||
Gary L. Moody | 253,379,377 | 1,558,184 | ||||||
Marshall C. Turner, Jr. | 253,379,377 | 1,558,184 | ||||||
Earl D. Weiner | 253,379,377 | 1,558,184 |
2. | To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P. |
Voted For | Voted Against | Abstained | Broker Non-Votes | |||||||||||
7,823,576 | 3,421 | 976,402 | 500,337 |
* | Mr. Foulk retired on December 31, 2018. |
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BOARD OF TRUSTEES
Marshall C. Turner, Jr.(1), Chairman Michael J. Downey(1) Nancy P. Jacklin(1) Robert M. Keith,President and Chief Executive Officer | Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1) |
OFFICERS
Paul J. DeNoon(2, 3),Vice President Scott A. DiMaggio(2),Vice President Shawn E. Keegan(2),Vice President Douglas J. Peebles(2), Greg J. Wilensky(2),Vice President | Emilie D. Wrapp,Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo,Treasurer and Chief Financial Officer Phyllis J. Clarke,Controller Vincent S. Noto,Chief Compliance Officer |
Custodian and Accounting Agent State Street Bank and Trust Company
Principal Underwriter AllianceBernstein Investments, Inc.
Transfer Agent AllianceBernstein Investor Services, Inc. | 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. |
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. DeNoon, DiMaggio, Keegan, Peebles and Wilensky are the investment professionals primarily responsible for the day-to-day management of the Trust’s portfolio. |
3 | Mr. DeNoon is expected to retire on January 1, 2020. |
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TRUSTEES AND OFFICERS INFORMATION
Board of Trustees Information
The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INTERESTED TRUSTEE | ||||||||
Robert M. Keith,# 1345 Avenue of the Americas New York, NY 10105 59 (2010) | Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004. | 92 | None |
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TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES | ||||||||
Marshall C. Turner, Jr.,##Chairman of the Board 77 (2005) | Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014. | 92 | Xilinx, Inc. (programmable logic semi-conductors) since 2007 | |||||
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TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Michael J. Downey,## 75 (2005) | Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005. | 92 | None |
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TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Nancy P. Jacklin,## 71 (2006) | Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014. | 92 | None |
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TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Carol C. McMullen,## 63 (2016) | Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016. | 92 | None |
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TRUSTEES AND OFFICERS INFORMATION(continued)
NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER PUBLIC COMPANY DIRECTORSHIP CURRENTLY HELD BY TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Garry L. Moody,## 67 (2008) | Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008. | 92 | None | |||||
Earl D. Weiner,## 79 (2007) | Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014. | 92 | None |
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TRUSTEES AND OFFICERS INFORMATION(continued)
* | The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105. |
** | There is no stated term of office for the Trust’s Trustees. |
*** | The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust. |
# | Mr. Keith is an “interested person” of the Trust as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser. |
## | Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. |
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TRUSTEES AND OFFICERS INFORMATION(continued)
Officer Information
Certain information concerning the Trust’s officers is set forth below.
NAME, ADDRESS,* AND AGE | POSITION(S) HELD WITH FUND | PRINCIPAL OCCUPATION DURING PAST FIVE YEARS | ||
OFFICERS | ||||
Robert M. Keith 59 | President and Chief Executive Officer | See biography above. | ||
Douglas J. Peebles 53 | Senior Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Paul J. DeNoon 57 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Scott A. DiMaggio 47 | Vice President | Senior Vice President of the Adviser**, with which he had been associated since prior to 2014. | ||
Shawn E. Keegan 47 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Greg J. Wilensky 52 | Vice President | Senior Vice President of the Adviser**, with which he had been associated since prior to 2014. | ||
Emilie D. Wrapp 63 | Secretary | Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014. | ||
Michael B. Reyes 42 | Senior Analyst | Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Joseph J. Mantineo 60 | Treasurer and Chief Financial Officer | Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014. | ||
Phyllis J. Clarke 58 | Controller | Vice President of ABIS**, with which she has been associated since prior to 2014. | ||
Vincent S. Noto 54 | Chief Compliance Officer | Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012. |
* | The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105. |
** | The Adviser, ABI and ABIS are affiliates of the Trust. |
The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.
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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments
As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Taxable Multi-Sector Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.
At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.
The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.
A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.
At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature
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and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.
The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.
The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of
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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.
Costs of Services to be Provided and Profitability
The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is
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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.
Fall-Out Benefits
The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.
Investment Results
In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.
Management Fees and Other Expenses
The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by
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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.
The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.
The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional,
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offshore fund andsub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.
With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.
The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.
Economies of Scale
The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established
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methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.
The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.
Interim Advisory Agreements
In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.
Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement
The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Taxable Multi-Sector Income Shares (the “Fund”) at a meeting held onNovember 6-8, 2018 (the “Meeting”).
Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,
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extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.
The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of theopen-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.
The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.
The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters
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as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.
Costs of Services Provided and Profitability
The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.
Fall-Out Benefits
The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.
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Investment Results
In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.
At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the1-,3- and5-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.
Advisory Fees
The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.
The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.
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The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also discussed these matters with an independent fee consultant.
The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.
Economies of Scale
The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.
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This page is not part of the Shareholder Report or the Financial Statements.
AB FAMILY OF FUNDS
US EQUITY
US CORE
Core Opportunities Fund
FlexFee™ US Thematic Portfolio
Select US Equity Portfolio
US GROWTH
Concentrated Growth Fund
Discovery Growth Fund
FlexFee™ Large Cap Growth Portfolio
Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
US VALUE
Discovery Value Fund
Equity Income Fund
Relative Value Fund
Small Cap Value Portfolio
Value Fund
INTERNATIONAL/ GLOBAL EQUITY
INTERNATIONAL/ GLOBAL CORE
FlexFee™ International Strategic Core Portfolio
Global Core Equity Portfolio
International Portfolio
International Strategic Core Portfolio
Sustainable Global Thematic Fund
Tax-Managed International Portfolio
Tax-Managed Wealth Appreciation Strategy
Wealth Appreciation Strategy
INTERNATIONAL/ GLOBAL GROWTH
Concentrated International Growth Portfolio
FlexFee™ Emerging Markets Growth Portfolio
INTERNATIONAL/ GLOBAL EQUITY(continued)
Sustainable International Thematic Fund
INTERNATIONAL/ GLOBAL VALUE
All China Equity Portfolio
International Value Fund
FIXED INCOME
MUNICIPAL
High Income Municipal Portfolio
Intermediate California Municipal Portfolio
Intermediate Diversified Municipal Portfolio
Intermediate New York Municipal Portfolio
Municipal Bond Inflation Strategy
Tax-Aware Fixed Income Portfolio
National Portfolio
Arizona Portfolio
California Portfolio
Massachusetts Portfolio
Minnesota Portfolio
New Jersey Portfolio
New York Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
TAXABLE
Bond Inflation Strategy
FlexFee™ High Yield Portfolio
FlexFee™ International Bond Portfolio
Global Bond Fund
High Income Fund
Income Fund
Intermediate Bond Portfolio
Limited Duration High Income Portfolio
Short Duration Portfolio
ALTERNATIVES
All Market Real Return Portfolio
Global Real Estate Investment Fund
Select US Long/Short Portfolio
Unconstrained Bond Fund
MULTI-ASSET
All Market Income Portfolio
All Market Total Return Portfolio
Conservative Wealth Strategy
Emerging Markets Multi-Asset Portfolio
Global Risk Allocation Fund
Tax-Managed All Market Income Portfolio
TARGET-DATE
Multi-Manager Select Retirement Allocation Fund
Multi-Manager Select 2010 Fund
Multi-Manager Select 2015 Fund
Multi-Manager Select 2020 Fund
Multi-Manager Select 2025 Fund
Multi-Manager Select 2030 Fund
Multi-Manager Select 2035 Fund
Multi-Manager Select 2040 Fund
Multi-Manager Select 2045 Fund
Multi-Manager Select 2050 Fund
Multi-Manager Select 2055 Fund
Multi-Manager Select 2060 Fund
CLOSED-END FUNDS
AllianceBernstein Global High Income Fund
AllianceBernstein National Municipal Income Fund
We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.
abfunds.com | AB TAXABLE MULTI-SECTOR INCOME SHARES | 75 |
NOTES
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AB TAXABLE MULTI-SECTOR INCOME SHARES
1345 Avenue of the Americas
New York, NY 10105
800 221 5672
TMSIS-0151-0419
APR 04.30.19
ANNUAL REPORT
AB IMPACT MUNICIPAL INCOME SHARES
Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.
You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.
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.abfunds.com or contact your AB 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 recent12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB 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 as an exhibit to its reports on Form N-PORT. The Fund’sForm N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.
AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.
The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.
FROM THE PRESIDENT | ![]() |
Dear Shareholder,
We are pleased to provide this report for AB Impact Municipal Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.
As always, AB strives to keep clients ahead of what’s next by:
+ | Transforming uncommon insights into uncommon knowledge with a global research scope |
+ | Navigating markets with seasoned investment experience and sophisticated solutions |
+ | Providing thoughtful investment insights and actionable ideas |
Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.
AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.
For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.
Thank you for your investment in the AB Mutual Funds.
Sincerely,
Robert M. Keith
President and Chief Executive Officer, AB Mutual Funds
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 1 |
ANNUAL REPORT
June 19, 2019
This report provides management’s discussion of fund performance for AB Impact Municipal Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.
The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.
NAV RETURNS AS OF APRIL 30, 2019(unaudited)
6 Months | 12 Months | |||||||
AB IMPACT MUNICIPAL INCOME SHARES | 7.32% | 7.56% | ||||||
Bloomberg Barclays Municipal Bond Index | 5.68% | 6.16% |
INVESTMENT RESULTS
The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Municipal Bond Index, for thesix- and12-month periods ended April 30, 2019.
During the12-month period, the Fund outperformed its benchmark, primarily due to a longer-than-benchmark duration position, as yields declined and fixed-income assets rallied. An overweight to bothmid-grade and below investment-grade quality tiers also contributed. Selections in the education-impact sector detracted, while selections in the health care impact sector contributed.
During thesix-month period, the Fund outperformed its benchmark. The Fund’s longer-than-benchmark duration positioning again contributed as yields declined and municipal securities rallied. An overweight tomid-grade quality tiers also contributed. Conversely, security selection, particularly in the Fund’s education-impact holdings, detracted.
The Fund did not utilize derivatives during either period.
MARKET REVIEW AND INVESTMENT STRATEGY
Municipal bonds posted strong returns for the annual reporting period as inflation remained tame and the US yield curve flattened. Intermediate- and long-term US Treasury yields declined, with the benchmark10-year US Treasury dropping 45 basis points to end the12-month period at 2.50%. As a result, longer-maturity municipals outperformed. By quality tier, lower rated municipals outperformed the highest rated quality tiers.
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The underlying goal of the Fund is to make environmentally, socially and financially productive investments in historically marginalized and underserved communities to reduce gaps that exist in such areas as academic achievement, economic development or the provision of health care. Essentially, the Fund’s Senior Investment Management Team is looking to create a better tomorrow. Inherent in these goals is to make investments toward improving the quality of life for all by enhancing and promoting civic engagement, an informed citizenry, culture and the physical and natural sciences.
The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have beenpre-refunded or escrowed to maturity were 17.88% and 0.00%, respectively.
INVESTMENT POLICIES
The Fund pursues its objective by investing principally in high-yielding municipal securities of any credit quality that (i) score highly on the Adviser’s environmental, social and corporate governance (“ESG”) criteria and (ii) are deemed by the Adviser to have an environmental or social impact in underserved or low socio-economic communities. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.
The Adviser evaluates each security in which the Fund invests using both a traditional municipal bond credit analysis and a consideration of the security’s overall ESG score under the Adviser’s ESG evaluation criteria. Under this ESG evaluation, to arrive at an overall ESG score, each security is scored on environmental, social and governance factors, and the scores are weighted based on the Adviser’s assessment
(continued on next page)
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 3 |
of the relevance of each factor within a given sector (e.g., education, health care, renewable energy and mass transit). For example, social factors are weighted more heavily in the overall ESG score for a security of an issuer in the education sector than they are for a security of an issuer in the mass transit sector, where environmental factors predominate. The Adviser regularly reviews the overall ESG scores assigned to securities under consideration for purposes of determining the securities in which to invest for the Fund.
The Adviser’s ESG evaluation is conducted on an industry sector basis and includes the use of key performance indicators that vary in materiality by sector. The Adviser’s environmental evaluation covers issues such as clean and renewable energy, climate change and water conservation. The Adviser’s social evaluation covers issues such as economic impact, high qualitysafety-net health care and overall community health needs, and the reduction of achievement gaps between wealthy and poor school districts. The Adviser’s governance evaluation covers issues such as stewardship of debt and capital, board governance and transparency.
The Adviser also assesses a security’s risk and return characteristics as well as a security’s impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the credit quality, maturity, sensitivity to interest rates and the expectedafter-tax returns of the security under consideration and of the Fund’s other holdings.
The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer-maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.
The Fund may also invest in: tender option bond transactions (“TOBs”); forward commitments;zero-coupon municipal securities and variable, floating and inverse floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.
The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.
4 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS
Benchmark Disclosure
The Bloomberg Barclays Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays Municipal Bond Index represents the performance of the long-termtax-exempt bond market consisting of investment-grade bonds. 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.
ESG Risk:Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers fornon-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.
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 and any accrued interest. 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.
Municipal Market Risk:This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 5 |
DISCLOSURES AND RISKS(continued)
investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.
Tax Risk:There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting thetax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.
Below Investment-Grade Securities Risk: 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 may be 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.
Interest-Rate Risk:Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.
6 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
DISCLOSURES AND RISKS(continued)
Leverage Risk:To the extent the Fund uses leveraging techniques, its 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.
Liquidity Risk:Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.
Derivatives Risk: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. As with all investments, you may lose money by investing in the Fund.
An Important Note About Historical Performance
The performance shown in this report 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 recentmonth-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. Performance assumes reinvestment of distributions and does not account for taxes. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Fund will achieve over a longer period.
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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 7 |
HISTORICAL PERFORMANCE
GROWTH OF A $10,000 INVESTMENT IN THE FUND(unaudited)
9/12/20171 TO 4/30/2019
This chart illustrates the total value of an assumed $10,000 investment in AB Impact Municipal Income Shares (from 9/12/20171 to 4/30/2019) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.
1 | Inception date: 9/12/2017. |
8 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
HISTORICAL PERFORMANCE(continued)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019 (unaudited)
NAV Returns | ||||
1 Year | 7.56% | |||
Since Inception1 | 4.29% |
AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDARQUARTER-END
MARCH 31, 2019(unaudited)
NAV Returns | ||||
1 Year | 6.45% | |||
Since Inception1 | 4.07% |
The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. 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.
1 | Inception date: 9/12/2017. |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 9 |
EXPENSE EXAMPLE
(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, 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 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 also 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 November 1, 2018 | Ending Account Value April 30, 2019 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||||||
Actual | $ | 1,000 | $ | 1,073.20 | $ | – 0 | – | 0.00 | % | |||||||
Hypothetical** | $ | 1,000 | $ | 1,024.79 | $ | – 0 | – | 0.00 | % |
* | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect theone-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates. |
** | Assumes 5% annual return before expenses. |
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PORTFOLIO SUMMARY
April 30, 2019(unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $133.0
1 | All data are as of April 30, 2019. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, thepre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includesnon-creditworthy investments, such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness ofnon-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment. |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 11 |
PORTFOLIO OF INVESTMENTS
April 30, 2019
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
MUNICIPAL OBLIGATIONS – 99.0% |
| |||||||
Long-Term Municipal Bonds – 99.0% |
| |||||||
American Samoa – 1.3% |
| |||||||
American Samoa Economic Development Authority | $ | 1,735 | $ | 1,756,063 | ||||
|
| |||||||
California – 18.8% |
| |||||||
Alameda Corridor Transportation Authority | ||||||||
Series 2016A | 725 | 790,997 | ||||||
Series 2016B | 2,095 | 2,364,864 | ||||||
California Educational Facilities Authority | 3,155 | 3,674,296 | ||||||
California Infrastructure & Economic Development Bank | 2,000 | 1,998,740 | ||||||
California School Finance Authority | 850 | 885,846 | ||||||
California School Finance Authority | 250 | 257,498 | ||||||
California School Finance Authority | 2,085 | 2,172,415 | ||||||
California School Finance Authority | 3,750 | 3,922,238 | ||||||
California School Finance Authority | 1,000 | 1,128,530 | ||||||
California Statewide Communities Development Authority | ||||||||
5.25%, 12/01/48(a) | 500 | 560,985 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Series 2016A | $ | 1,190 | $ | 1,298,742 | ||||
Series 2018A | 2,640 | 2,976,494 | ||||||
5.50%, 12/01/58(a) | 660 | 749,951 | ||||||
Coalinga-Huron Joint Unified School District | 500 | 579,115 | ||||||
Golden Empire Schools Financing Authority | 1,195 | 1,274,061 | ||||||
Port of Los Angeles | 355 | 379,531 | ||||||
|
| |||||||
25,014,303 | ||||||||
|
| |||||||
Connecticut – 3.2% |
| |||||||
City of Bridgeport CT | ||||||||
Series 2017A | 525 | 603,073 | ||||||
BAM Series 2018C | 1,620 | 1,866,093 | ||||||
BAM Series 2019A | 1,500 | 1,747,590 | ||||||
|
| |||||||
4,216,756 | ||||||||
|
| |||||||
District of Columbia – 1.9% |
| |||||||
District of Columbia | ||||||||
Series 2017A | 785 | 872,967 | ||||||
Series 2017B | 625 | 701,950 | ||||||
District of Columbia Water & Sewer Authority | 820 | 956,833 | ||||||
|
| |||||||
2,531,750 | ||||||||
|
| |||||||
Florida – 0.4% |
| |||||||
School District of Broward County/FL | 500 | 590,930 | ||||||
|
| |||||||
Georgia – 0.2% |
| |||||||
Atlanta Development Authority | 230 | 227,560 | ||||||
|
|
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 13 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Illinois – 1.0% |
| |||||||
Cook County Community College District No. 508 | ||||||||
Series 2013 | $ | 605 | $ | 630,174 | ||||
BAM Series 2017 | 620 | 689,130 | ||||||
|
| |||||||
1,319,304 | ||||||||
|
| |||||||
Kansas – 0.5% |
| |||||||
Seward County Unified School District No. 480 Liberal | 555 | 648,501 | ||||||
|
| |||||||
Massachusetts – 8.5% |
| |||||||
Massachusetts Development Finance Agency | ||||||||
Series 2015D | 3,095 | 3,379,462 | ||||||
Series 2016E | 765 | 854,566 | ||||||
Series 2017F | 1,475 | 1,707,799 | ||||||
Massachusetts Development Finance Agency | 3,895 | 4,477,351 | ||||||
Massachusetts Development Finance Agency | 825 | 915,626 | ||||||
|
| |||||||
11,334,804 | ||||||||
|
| |||||||
Michigan – 9.2% |
| |||||||
Center Line Public Schools | 895 | 1,048,251 | ||||||
City of Detroit MI | 4,505 | 4,847,137 | ||||||
Downriver Utility Wastewater Authority | 1,515 | 1,730,509 | ||||||
Grand Rapids Public Schools | ||||||||
AGM | 1,800 | 2,139,156 | ||||||
AGM | 200 | 243,046 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Great Lakes Water Authority Water Supply System Revenue | ||||||||
Series 2016B | $ | 1,225 | $ | 1,382,290 | ||||
Series 2016C | 695 | 834,361 | ||||||
|
| |||||||
12,224,750 | ||||||||
|
| |||||||
Minnesota – 0.8% |
| |||||||
Housing & Redevelopment Authority of The City of St. Paul Minnesota | 1,000 | 1,013,080 | ||||||
|
| |||||||
Missouri – 0.2% |
| |||||||
St. Louis Community College District | 200 | 216,080 | ||||||
|
| |||||||
Montana – 1.8% |
| |||||||
City of Missoula MT Water System Revenue | 2,180 | 2,350,977 | ||||||
|
| |||||||
Nevada – 1.8% |
| |||||||
Clark County School District | 2,000 | 2,359,285 | ||||||
|
| |||||||
New Jersey – 7.0% |
| |||||||
New Jersey Economic Development Authority | 1,000 | 1,070,290 | ||||||
New Jersey Economic Development Authority | 1,170 | 1,273,252 | ||||||
New Jersey Economic Development Authority | 3,205 | 3,734,658 |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 15 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
New Jersey Economic Development Authority | $ | 1,645 | $ | 1,826,477 | ||||
New Jersey Health Care Facilities Financing Authority | 1,335 | 1,458,955 | ||||||
|
| |||||||
9,363,632 | ||||||||
|
| |||||||
New York – 3.5% |
| |||||||
Build NYC Resource Corp. | 500 | 525,330 | ||||||
Build NYC Resource Corp. | 725 | 766,405 | ||||||
Metropolitan Transportation Authority | 2,175 | 2,246,536 | ||||||
New York City Housing Development Corp. | 230 | 228,316 | ||||||
New York State Dormitory Authority | 750 | 875,497 | ||||||
|
| |||||||
4,642,084 | ||||||||
|
| |||||||
North Carolina – 4.0% |
| |||||||
North Carolina Central University | ||||||||
4.00%, 4/01/49 | 2,270 | 2,430,512 | ||||||
5.00%, 4/01/44 | 2,500 | 2,934,175 | ||||||
|
| |||||||
5,364,687 | ||||||||
|
| |||||||
Ohio – 6.7% |
| |||||||
American Municipal Power, Inc. | 2,150 | 2,491,678 | ||||||
County of Cuyahoga/OH | 4,365 | 4,762,913 |
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
5.25%, 2/15/47 | $ | 1,500 | $ | 1,651,290 | ||||
|
| |||||||
8,905,881 | ||||||||
|
| |||||||
Oklahoma – 1.8% |
| |||||||
Oklahoma County Finance Authority | 1,120 | 1,291,405 | ||||||
Oklahoma Development Finance Authority | 1,000 | 1,146,900 | ||||||
|
| |||||||
2,438,305 | ||||||||
|
| |||||||
Oregon – 1.0% |
| |||||||
Tri-County Metropolitan Transportation District of Oregon | 865 | 1,045,007 | ||||||
Series 2018A | 250 | 303,835 | ||||||
|
| |||||||
1,348,842 | ||||||||
|
| |||||||
Pennsylvania – 14.4% |
| |||||||
Capital Region Water Water Revenue | 1,510 | 1,781,697 | ||||||
City of Philadelphia PA Water & Wastewater Revenue | 3,050 | 3,553,372 | ||||||
Delaware County Authority | 825 | 896,701 | ||||||
Hospitals & Higher Education Facilities Authority of Philadelphia (The) | 1,115 | 1,236,096 | ||||||
Philadelphia Authority for Industrial Development | 4,010 | 4,633,791 | ||||||
AGM Series 2017 | 200 | 230,896 |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 17 |
PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
School District of the City of Erie (The) | $ | 405 | $ | 487,016 | ||||
AGM Series 2019C | 2,850 | 3,453,268 | ||||||
State Public School Building Authority | 1,000 | 1,066,130 | ||||||
Wilkes-Barre Area School District/PA | 1,620 | 1,842,475 | ||||||
|
| |||||||
19,181,442 | ||||||||
|
| |||||||
Texas – 0.9% | ||||||||
El Paso County Hospital District | 370 | 410,026 | ||||||
Newark Higher Education Finance Corp. | 735 | 746,400 | ||||||
|
| |||||||
1,156,426 | ||||||||
|
| |||||||
Utah – 3.1% | ||||||||
Ogden City School District Municipal Building Authority | 3,490 | 4,088,046 | ||||||
|
| |||||||
Washington – 3.0% | ||||||||
Pend Oreille County Public Utility District No. 1 Box Canyon | 3,600 | 4,022,424 | ||||||
|
| |||||||
West Virginia – 3.7% | ||||||||
Morgantown Utility Board, Inc. | 2,555 | 2,986,795 | ||||||
West Virginia Hospital Finance Authority | 1,775 | 1,986,385 | ||||||
|
| |||||||
4,973,180 | ||||||||
|
|
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PORTFOLIO OF INVESTMENTS(continued)
Principal Amount (000) | U.S. $ Value | |||||||
| ||||||||
Wisconsin – 0.3% | ||||||||
Milwaukee Redevelopment Authority | $ | 200 | $ | 236,630 | ||||
Wisconsin Public Finance Authority | 100 | 101,867 | ||||||
|
| |||||||
338,497 | ||||||||
|
| |||||||
Total Municipal Obligations | 131,627,589 | |||||||
|
| |||||||
CORPORATES – INVESTMENT GRADE – 0.4% | ||||||||
Industrial – 0.4% | ||||||||
ConsumerNon-Cyclical – 0.4% | ||||||||
YMCA of Greater New York | 500 | 510,575 | ||||||
|
| |||||||
Shares | ||||||||
SHORT-TERM INVESTMENTS – 3.9% | ||||||||
Investment Companies – 3.9% | ||||||||
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.37%(e)(f)(g) | 5,189,939 | 5,189,939 | ||||||
|
| |||||||
Total Investments – 103.3% | 137,328,103 | |||||||
Other assets less liabilities – (3.3)% | (4,364,084 | ) | ||||||
|
| |||||||
Net Assets – 100.0% | $ | 132,964,019 | ||||||
|
|
(a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $18,115,444 or 13.6% of net assets. |
(b) | Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019. |
(c) | Security in which significant unobservable inputs (Level 3) were used in determining fair value. |
(d) | When-Issued or delayed delivery security. |
(e) | Affiliated investments. |
(f) | The rate shown represents the7-day yield as of period end. |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 19 |
PORTFOLIO OF INVESTMENTS(continued)
(g) | To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800)227-4618. |
As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have beenpre-refunded or escrowed to maturity are 17.9% and 0.0%, respectively.
Glossary:
AGM – Assured Guaranty Municipal
BAM – Build American Mutual
COP – Certificate of Participation
See notes to financial statements.
20 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
STATEMENT OF ASSETS & LIABILITIES
April 30, 2019
Assets | ||||
Investments in securities, at value | ||||
Unaffiliated issuers (cost $128,006,575) | $ | 132,138,164 | ||
Affiliated issuers (cost $5,189,939) | 5,189,939 | |||
Cash | 780 | |||
Interest receivable | 1,596,298 | |||
Receivable for shares of beneficial interest sold | 420,745 | |||
Affiliated dividends receivable | 9,354 | |||
Receivable due from Adviser | 1,050 | |||
|
| |||
Total assets | 139,356,330 | |||
|
| |||
Liabilities | ||||
Payable for investment securities purchased | 6,017,567 | |||
Dividends payable | 371,147 | |||
Payable for shares of beneficial interest redeemed | 3,597 | |||
|
| |||
Total liabilities | 6,392,311 | |||
|
| |||
Net Assets | $ | 132,964,019 | ||
|
| |||
Composition of Net Assets | ||||
Shares of beneficial interest, at par | $ | 130 | ||
Additionalpaid-in capital | 129,016,692 | |||
Distributable earnings | 3,947,197 | |||
|
| |||
$ | 132,964,019 | |||
|
| |||
Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 13,046,945 common shares outstanding) | $ | 10.19 | ||
|
|
See notes to financial statements.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 21 |
STATEMENT OF OPERATIONS
Year Ended April 30, 2019
Investment Income | ||||||||
Interest | $ | 2,973,923 | ||||||
Dividends—Affiliated issuers | 117,782 | |||||||
Other income(a) | 8,007 | |||||||
|
| |||||||
Total investment income | $ | 3,099,712 | ||||||
|
| |||||||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||||||
Net realized loss on investment transactions | (152,868 | ) | ||||||
Net change in unrealized appreciation/depreciation of investments | 4,774,022 | |||||||
|
| |||||||
Net gain on investment transactions | 4,621,154 | |||||||
|
| |||||||
Net Increase in Net Assets from Operations | $ | 7,720,866 | ||||||
|
|
(a) | Other income includes a reimbursement for investment in affiliated issuer (see Note B). |
See notes to financial statements.
22 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
STATEMENT OF CHANGES IN NET ASSETS
Year Ended April 30, 2019 | September 12, 2017(a) to April 30, 2018 | |||||||
Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 3,099,712 | $ | 390,573 | ||||
Net realized loss on investment transactions | (152,868 | ) | (31,543 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | 4,774,022 | (642,433 | ) | |||||
|
|
|
| |||||
Net increase (decrease) in net assets from operations | 7,720,866 | (283,403 | ) | |||||
Distribution to Shareholders | (3,099,693 | ) | (390,573 | ) | ||||
Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 91,001,459 | 38,015,363 | ||||||
|
|
|
| |||||
Total increase | 95,622,632 | 37,341,387 | ||||||
Net Assets |
| |||||||
Beginning of period | 37,341,387 | – 0 | – | |||||
|
|
|
| |||||
End of period | $ | 132,964,019 | $ | 37,341,387 | ||||
|
|
|
|
(a) | Commencement of operations. |
See notes to financial statements.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 23 |
NOTES TO FINANCIAL STATEMENTS
April 30, 2019
NOTE A
Significant Accounting Policies
AB 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 dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as anopen-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Impact Municipal Income Shares (the “Fund”). The Fund commenced operations on September 12, 2017.
Shares of the Fund are offered exclusively to holders of accounts established underwrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.
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 (the “Board”).
In general, the market values 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 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
24 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
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 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 any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 Fund may use fair value pricing for securities primarily traded innon-U.S. markets because most foreign markets close well before the Fund 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. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 25 |
NOTES TO FINANCIAL STATEMENTS(continued)
2. Fair Value Measurements
In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be 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 Fund. Unobservable inputs reflect the Fund’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 Fund’s own assumptions in determining the fair value of investments) |
The fair value of debt instruments, such as bonds, andover-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 rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are 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. In addition,non-agency rated investments are classified as Level 3.
Other fixed income investments, includingnon-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
26 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
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.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2019:
Investments in Securities: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: | ||||||||||||||||
Long-Term Municipal Bonds | $ | – 0 | – | $ | 122,002,915 | $ | 9,624,674 | $ | 131,627,589 | |||||||
Corporates – Investment Grade | – 0 | – | 510,575 | – 0 | – | 510,575 | ||||||||||
Short-Term Investments | 5,189,939 | – 0 | – | – 0 | – | 5,189,939 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments in Securities | 5,189,939 | 122,513,490 | 9,624,674 | 137,328,103 | ||||||||||||
Other Financial Instruments(a) | – 0 | – | – 0 | – | – 0 | – | – 0 | – | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 5,189,939 | $ | 122,513,490 | $ | 9,624,674 | $ | 137,328,103 | ||||||||
|
|
|
|
|
|
|
|
(a) | Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value. |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.
Long-Term Municipal Bonds | Total | |||||||
Balance as of 4/30/18 | $ | 1,220,137 | $ | 1,220,137 | ||||
Accrued discounts/(premiums) | (13,121 | ) | (13,121 | ) | ||||
Realized gain (loss) | – 0 | – | – 0 | – | ||||
Change in unrealized appreciation/depreciation | 225,884 | 225,884 | ||||||
Purchases | 8,191,774 | 8,191,774 | ||||||
Sales | – 0 | – | – 0 | – | ||||
Transfers in to Level 3 | – 0 | – | – 0 | – | ||||
Transfers out of Level 3 | – 0 | – | – 0 | – | ||||
|
|
|
| |||||
Balance as of 4/30/19 | $ | 9,624,674 | $ | 9,624,674 | ||||
|
|
|
| |||||
Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(a) | $ | 225,884 | $ | 225,884 | ||||
|
|
|
|
(a) | The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations. |
As of April 30, 2019, all Level 3 securities were priced by third party vendors.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 27 |
NOTES TO FINANCIAL STATEMENTS(continued)
3. Taxes
It is the Fund’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 Fund’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 tax year) and has concluded that no provision for income tax is required in the Fund’s financial statements.
4. Investment Income and Investment Transactions
Dividend income is recorded on theex-dividend date or as soon as the Fund 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 Fund amortizes premiums and accretes discounts as adjustments to interest income.
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on theex-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 Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts inwrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund
28 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.
During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.
It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 29 |
NOTES TO FINANCIAL STATEMENTS(continued)
(1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.
At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.
The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund 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 Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.
The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $8,007.
30 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:
Fund | Market Value 4/30/18 (000) | Purchases at Cost (000) | Sales Proceeds (000) | Market Value 4/30/19 (000) | Dividend Income (000) | |||||||||||||||
Government Money Market Portfolio | $ | 3,659 | $ | 91,767 | $ | 90,236 | $ | 5,190 | $ | 118 |
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:
Purchases | Sales | |||||||
Investment securities (excluding U.S. government securities) | $ | 112,737,353 | $ | 20,098,872 | ||||
U.S. government securities | – 0 | – | – 0 | – |
The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:
Cost | $ | 133,196,514 | ||
|
| |||
Gross unrealized appreciation | $ | 4,147,099 | ||
Gross unrealized depreciation | (15,510 | ) | ||
|
| |||
Net unrealized appreciation | $ | 4,131,589 | ||
|
|
1. Derivative Financial Instruments
The Fund 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 Fund did not engage in derivatives transactions for the year ended April 30, 2019.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 31 |
NOTES TO FINANCIAL STATEMENTS(continued)
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
Shares | Amount | |||||||||||||||||||||||
Year Ended April 30, 2019 | September 12, 2017(a) to April 30, 2018 | Year Ended April 30, 2019 | September 12, 2017(a) to April 30, 2018 | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Shares sold | 10,105,211 | 4,506,191 | $ | 99,653,683 | $ | 44,805,092 | ||||||||||||||||||
| ||||||||||||||||||||||||
Shares redeemed | (873,773 | ) | (690,684 | ) | (8,652,224 | ) | (6,789,729 | ) | ||||||||||||||||
| ||||||||||||||||||||||||
Net increase | 9,231,438 | 3,815,507 | $ | 91,001,459 | $ | 38,015,363 | ||||||||||||||||||
|
(a) | Commencement of operations. |
NOTE E
Risks Involved in Investing in the Fund
ESG Risk—Applying environmental, social and corporate governance (“ESG”) and sustainability criteria to the investment process may exclude securities of certain issuers fornon-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.
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 and any accrued interest. 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.
Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism
32 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.
Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.
Below Investment Grade Securities Risk—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 may be 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.
Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 33 |
NOTES TO FINANCIAL STATEMENTS(continued)
Leverage Risk—To the extent the Fund uses leveraging techniques, its 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.
Liquidity Risk—Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.
Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.
Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.
NOTE F
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.
34 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
NOTES TO FINANCIAL STATEMENTS(continued)
NOTE G
Distributions to Shareholders
The tax character of distributions paid during the fiscal year ended April 30, 2019 and the period ended April 30, 2018 were as follows:
2019 | 2018 | |||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 125,019 | $ | 31,913 | ||||
|
|
|
| |||||
Total taxable distributions | 125,019 | 31,913 | ||||||
Tax exempt distributions | 2,974,674 | 358,660 | ||||||
|
|
|
| |||||
Total distributions paid | $ | 3,099,693 | $ | 390,573 | ||||
|
|
|
|
As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributedtax-exempt income | $ | 371,166 | ||
Accumulated capital and other losses | (184,411 | )(a) | ||
Unrealized appreciation/(depreciation) | 4,131,589 | |||
|
| |||
Total accumulated earnings/(deficit) | $ | 4,318,344 | (b) | |
|
|
(a) | As of April 30, 2019, the Fund had a net capital loss carryforward of $184,411. |
(b) | The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable. |
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $184,411, which may be carried forward for an indefinite period.
During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additional paid-in capital.
NOTE H
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 35 |
NOTES TO FINANCIAL STATEMENTS(continued)
In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.
In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.
NOTE I
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 Fund’s financial statements through this date.
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FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
Year Ended April 30, 2019 | September 12, April 30, | |||||||
|
| |||||||
Net asset value, beginning of period | $ 9.79 | $ 10.00 | ||||||
|
| |||||||
Income From Investment Operations | ||||||||
Net investment income(b) | .33 | .18 | ||||||
Net realized and unrealized gain (loss) on investment transactions | .40 | (.22 | ) | |||||
|
| |||||||
Net increase (decrease) in net asset value from operations | .73 | (.04 | ) | |||||
|
| |||||||
Less: Dividends | ||||||||
Dividends from net investment income | (.33 | ) | (.17 | ) | ||||
|
| |||||||
Net asset value, end of period | $ 10.19 | $ 9.79 | ||||||
|
| |||||||
Total Return | ||||||||
Total investment return based on net asset value(c) | 7.56 | % | (.44 | )% | ||||
Ratios/Supplemental Data | ||||||||
Net assets, end of period (000’s omitted) | $132,964 | $37,341 | ||||||
Ratio to average net assets of: | ||||||||
Net investment income | 3.35 | % | 2.89 | %^ | ||||
Portfolio turnover rate | 23 | % | 8 | % |
(a) | Commencement of operations. |
(b) | Based on average shares outstanding. |
(c) | 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. |
^ | Annualized. |
See notes to financial statements.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 37 |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Trustees of AB Corporate Shares and Shareholders of AB Impact Municipal Income Shares:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of AB Impact Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year then ended and the period September 12, 2017 (commencement of operations) to April 30, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets and its financial highlights for the year then ended and the period September 12, 2017 (commencement of operations) to April 30, 2018, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM(continued)
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the AB investment companies since 1968.
New York, New York
June 26, 2019
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 39 |
RESULTS OF STOCKHOLDER MEETING
(unaudited)
A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Impact Municipal Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):
1. | To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. |
Trustee: | Voted For: | Authority Withheld: | ||||||
Michael J. Downey | 266,472,540 | 1,668,188 | ||||||
William H. Foulk, Jr.* | 266,472,540 | 1,668,188 | ||||||
Nancy P. Jacklin | 266,472,540 | 1,668,188 | ||||||
Robert M. Keith | 266,472,540 | 1,668,188 | ||||||
Carol C. McMullen | 266,472,540 | 1,668,188 | ||||||
Gary L. Moody | 266,472,540 | 1,668,188 | ||||||
Marshall C. Turner, Jr. | 266,472,540 | 1,668,188 | ||||||
Earl D. Weiner | 266,472,540 | 1,668,188 |
2. | To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P. |
Voted For | Voted Against | Abstained | Broker-Non Votes | |||||||||||
6,040,106 | – 0 | – | 322,807 | – 0 | – |
* | Mr. Foulk retired on December 31, 2018. |
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BOARD OF TRUSTEES
Marshall C. Turner, Jr.(1),Chairman Michael J. Downey(1) Nancy P. Jacklin(1) | Robert M. Keith,President and Chief Executive Officer Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1) |
OFFICERS
Robert “Guy” B. Davidson III(2),Vice President Eric A. Glass(2),Vice President Matthew J. Norton(2),Vice President Emilie D. Wrapp,Secretary | Michael B. Reyes,Senior Analyst Joseph J. Mantineo,Treasurer and Chief Financial Officer Phyllis J. Clarke,Controller Vincent S. Noto,Chief Compliance Officer |
Custodian and Accounting Agent State Street Bank and Trust Company
Principal Underwriter AllianceBernstein Investments, Inc.
| 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 | |
Transfer Agent AllianceBernstein Investor Services, P.O. Box 786003 |
1 | Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. |
2 | The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Impact Municipal Investment Team. Messrs. Davidson III, Glass and Norton are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio. |
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MANAGEMENT OF THE FUND
Board of Trustees Information
The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INTERESTED TRUSTEE | ||||||||
Robert M. Keith,# 1345 Avenue of the Americas NewYork, NY 10105 (2010) | Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004. | 92 | None | |||||
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INDEPENDENT TRUSTEES | ||||||||
Marshall C. Turner, Jr.,## Chairman of the Board 77 (2005) | Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensivenon-profit board leadership experience, and currently serves on the boards of two education and science-relatednon-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014. | 92 | Xilinx, Inc. (programmable logic semi-conductors) since 2007 |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 43 |
MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INDEPENDENT TRUSTEES | ||||||||
Michael J. Downey,## (2005) | Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Nancy P. Jacklin,## 71 (2006) | Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014. | 92 | None |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 45 |
MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Carol C. McMullen,## 63 | Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company andnon-profit boards, and as a director or trustee of the AB Funds since June 2016. | 92 | None |
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MANAGEMENT OF THE FUND(continued)
NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION*** | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE | OTHER TRUSTEE | |||||
INDEPENDENT TRUSTEES (continued) | ||||||||
Garry L. Moody,## (2008) | Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008. | 92 | None | |||||
Earl D. Weiner,## 79 (2007) | Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of variousnon-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014. | 92 | None |
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 47 |
MANAGEMENT OF THE FUND(continued)
* | The address for each of the Company’s independent Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105. |
** | There is no stated term of office for the Trustees. |
*** | The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust. |
# | Mr. Keith is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser. |
## | Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. |
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MANAGEMENT OF THE FUND(continued)
Officer Information
Certain information concerning the Fund’s Officers is listed below.
NAME, ADDRESS* AND AGE | POSITION(S) HELD WITH FUND | PRINCIPAL OCCUPATION DURING PAST 5 YEARS | ||
Robert M. Keith 59 | President and Chief Executive Officer | See biography above. | ||
Robert “Guy” B. Davidson III 58 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Eric A. Glass 48 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Matthew J. Norton 36 | Vice President | Senior Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Emilie D. Wrapp 63 | Secretary | Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014. | ||
Michael B. Reyes 42 | Senior Analyst | Vice President of the Adviser**, with which he has been associated since prior to 2014. | ||
Joseph J. Mantineo 60 | Treasurer and Chief Financial Officer | Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014. | ||
Phyllis J. Clarke 58 | Controller | Vice President of ABIS**, with which she has been associated since prior to 2014. | ||
Vincent S. Noto 54 | Chief Compliance Officer | Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012. |
* | The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105. |
** | The Adviser, ABI and ABIS are affiliates of the Trust. |
The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800)227-4618, or visit, www.abfunds.com. for a free prospectus or SAI.
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 49 |
Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments
As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Impact Municipal Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.
At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.
The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.
A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.
At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of
50 | AB IMPACT MUNICIPAL INCOME SHARES | abfunds.com |
certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.
The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.
The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources
abfunds.com | AB IMPACT MUNICIPAL INCOME SHARES | 51 |
it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.
Costs of Services to be Provided and Profitability
The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of
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the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.
Fall-Out Benefits
The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.
Investment Results
In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.
Management Fees and Other Expenses
The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by
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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.
The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.
The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional,
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offshore fund andsub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.
With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.
The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.
The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.
Economies of Scale
The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific
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services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.
The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.
Interim Advisory Agreements
In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.
Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement
The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Impact Municipal Income Shares (the “Fund”) at a meeting held onNovember 6-8, 2018 (the “Meeting”).
Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory
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Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.
The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of theopen-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.
The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.
The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of
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their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.
Costs of Services Provided and Profitability
The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for the period ended December 31, 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the period reviewed.
Fall-Out Benefits
The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.
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Investment Results
In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.
At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the period ended July 31, 2018. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.
Advisory Fees
The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.
The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.
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The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.
The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.
Economies of Scale
The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.
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This page is not part of the Shareholder Report or the Financial Statements.
AB FAMILY OF FUNDS
US EQUITY
US CORE
Core Opportunities Fund
FlexFee™ US Thematic Portfolio
Select US Equity Portfolio
US GROWTH
Concentrated Growth Fund
Discovery Growth Fund
FlexFee™ Large Cap Growth Portfolio
Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
US VALUE
Discovery Value Fund
Equity Income Fund
Relative Value Fund
Small Cap Value Portfolio
Value Fund
INTERNATIONAL/ GLOBAL EQUITY
INTERNATIONAL/ GLOBAL CORE
FlexFee™ International Strategic Core Portfolio
Global Core Equity Portfolio
International Portfolio
International Strategic Core Portfolio
Sustainable Global Thematic Fund
Tax-Managed International Portfolio
Tax-Managed Wealth Appreciation Strategy
Wealth Appreciation Strategy
INTERNATIONAL/ GLOBAL GROWTH
Concentrated International Growth Portfolio
FlexFee™ Emerging Markets Growth Portfolio
INTERNATIONAL/ GLOBAL EQUITY(continued)
Sustainable International Thematic Fund
INTERNATIONAL/ GLOBAL VALUE
All China Equity Portfolio
International Value Fund
FIXED INCOME
MUNICIPAL
High Income Municipal Portfolio
Intermediate California Municipal Portfolio
Intermediate Diversified Municipal Portfolio
Intermediate New York Municipal Portfolio
Municipal Bond Inflation Strategy
Tax-Aware Fixed Income Portfolio
National Portfolio
Arizona Portfolio
California Portfolio
Massachusetts Portfolio
Minnesota Portfolio
New Jersey Portfolio
New York Portfolio
Ohio Portfolio
Pennsylvania Portfolio
Virginia Portfolio
TAXABLE
Bond Inflation Strategy
FlexFee™ High Yield Portfolio
FlexFee™ International Bond Portfolio
Global Bond Fund
High Income Fund
Income Fund
Intermediate Bond Portfolio
Limited Duration High Income Portfolio
Short Duration Portfolio
ALTERNATIVES
All Market Real Return Portfolio
Global Real Estate Investment Fund
Select US Long/Short Portfolio
Unconstrained Bond Fund
MULTI-ASSET
All Market Income Portfolio
All Market Total Return Portfolio
Conservative Wealth Strategy
Emerging Markets Multi-Asset Portfolio
Global Risk Allocation Fund
Tax-Managed All Market Income Portfolio
TARGET-DATE
Multi-Manager Select Retirement Allocation Fund
Multi-Manager Select 2010 Fund
Multi-Manager Select 2015 Fund
Multi-Manager Select 2020 Fund
Multi-Manager Select 2025 Fund
Multi-Manager Select 2030 Fund
Multi-Manager Select 2035 Fund
Multi-Manager Select 2040 Fund
Multi-Manager Select 2045 Fund
Multi-Manager Select 2050 Fund
Multi-Manager Select 2055 Fund
Multi-Manager Select 2060 Fund
CLOSED-END FUNDS
AllianceBernstein Global High Income Fund
AllianceBernstein National Municipal Income Fund
We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.
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NOTES
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NOTES
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NOTES
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NOTES
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NOTES
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AB IMPACT MUNICIPAL INCOME SHARES
1345 Avenue of the Americas
New York, NY 10105
800 221 5672
IMISH-0151-0419
ITEM 2. CODE OF ETHICS.
(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).
(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s Board of Directors has determined that independent directors William H. Foulk, Jr., Garry L. Moody and Marshall C. Turner, Jr. qualify as audit committee financial experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed* by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years, for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.
Audit-Related | ||||||||||||||||
Audit Fees | Fees | Tax Fees | ||||||||||||||
AB Corp Income Shares | 2018 | $ | 32,537 | $ | — | $ | 23,125 | |||||||||
2019 | $ | 32,537 | $ | — | $ | 24,243 | ||||||||||
AB Taxable Multi-Sector Income Shares | 2018 | $ | 36,041 | $ | — | $ | 23,343 | |||||||||
2019 | $ | 36,041 | $ | — | $ | 23,758 | ||||||||||
AB Municipal Income Shares | 2018 | $ | 45,353 | $ | — | $ | 24,667 | |||||||||
2019 | $ | 45,353 | $ | — | $ | 26,166 | ||||||||||
AB Impact Municipal Income Shares | 2018 | $ | 22,298 | $ | — | $ | 10,235 | |||||||||
2019 | $ | 29,731 | $ | — | $ | 22,320 |
* | The Fund’s Adviser absorbs all ordinary Fund expenses, including the Fund’s audit fees, audit-related fees and tax fees. |
(d) Not applicable.
(e) (1) Beginning with audit andnon-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require thepre-approval of all audit andnon-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also requirepre-approval of all audit andnon-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.
(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for servicespre-approved by the Fund’s Audit Committee.
(f) Not applicable.
(g) The following table sets forth the aggregatenon-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Service Affiliates”):
All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates | Total Amount of Foregoing Column Pre-approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees) | |||||||||||
AB Corp Income Shares | 2018 | $ | 849,815 | $ | 23,125 | |||||||
$ | — | |||||||||||
$ | (23,125 | ) | ||||||||||
2019 | $ | 415,236 | $ | 24,243 | ||||||||
$ | — | |||||||||||
$ | (24,243 | ) | ||||||||||
AB Taxable Multi-Sector Income Shares | 2018 | $ | 850,033 | $ | 23,343 | |||||||
$ | — | |||||||||||
$ | (23,343 | ) | ||||||||||
2019 | $ | 414,751 | $ | 23,758 | ||||||||
$ | — | |||||||||||
$ | (23,758 | ) | ||||||||||
AB Municipal Income Shares | 2018 | $ | 851,357 | $ | 24,667 | |||||||
$ | — | |||||||||||
$ | (24,667 | ) | ||||||||||
2019 | $ | 417,159 | $ | 26,166 | ||||||||
$ | — | |||||||||||
$ | (26,166 | ) | ||||||||||
AB Impact Municipal Income Shares | 2018 | $ | 836,925 | $ | 10,235 | |||||||
$ | — | |||||||||||
$ | (10,235 | ) | ||||||||||
2019 | $ | 413,313 | $ | 22,320 | ||||||||
$ | — | |||||||||||
$ | (22,320 | ) |
(h) The Audit Committee of the Fund has considered whether the provision of anynon-audit services notpre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this FormN-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule30a-3 (c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
(b) There were no significant changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
ITEM 12. EXHIBITS
The following exhibits are attached to this FormN-CSR:
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
12 (a) (1) | Code of Ethics that is subject to the disclosure of Item 2 hereof | |
12 (b) (1) | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (b) (2) | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (c) | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of theSarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AB Corporate Shares
By: | /s/ Robert M. Keith | |
Robert M. Keith | ||
President | ||
Date: | June 28, 2019 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Robert M. Keith | |
Robert M. Keith | ||
President | ||
Date: | June 28, 2019 | |
By: | /s/ Joseph J. Mantineo | |
Joseph J. Mantineo | ||
Treasurer and Chief Financial Officer | ||
Date: | June 28, 2019 |