AB Funds
1345 Avenue of the Americas
New York, NY 10105
March 27, 2020
VIA EDGAR CORRESPONDENCE
Division of Investment Management
Disclosure Review and Accounting Office
U.S. Securities and Exchange Commission
Brookfield Place
200 Vesey Street – Suite 400
New York, NY 10281-1022
Attention: Mindy Rotter
Re: In the matter of the SEC Filings set forth in Appendix B hereto
Dear Ms. Rotter:
Attached as Appendix A are responses to the comments made during your phone conversation with Phyllis Clarke and other representatives of AllianceBernstein L.P. on February 27, 2020.
If you have any questions regarding our response, please do not hesitate to call me at 914.259.7740.
Sincerely,
/s/ Joseph Mantineo
Joseph Mantineo
Treasurer and Chief Financial
Officer of each Fund
| cc: | Michael Reyes, Senior Analyst of the Funds Mark R. Manley, AllianceBernstein L.P. Emilie Wrapp, AllianceBernstein L.P. Eric Freed, AllianceBernstein L.P. Vince Noto, AllianceBernstein L.P Steve Woetzel, AllianceBernstein L.P. Phyllis Clarke, AllianceBernstein L.P. |
Appendix A
Comment #1:
Various Funds
The funds did not use the current version of Form N-CSR. For future filings, please use the current version of the form that can be found on the SEC's website. (It is not necessary to refile previously filed reports as the updates to the form pertain to closed-end funds.)
Response #1: The Funds will use the current version of Form N-CSR for all future filings.
Comment #2:
Funds #: 1- 3, 5-11, 35-43, 45-47 & 69-85
Please confirm in correspondence that there were no open payables to directors at year-end; if there were, these payables should be disclosed separately on the Statement of Assets and Liabilities in accordance with Rule 6-04 of Regulation S-X.
Response #2: It is the Adviser's policy to disclose open payables to directors separately on the Statement of Assets and Liabilities in accordance with Rule 6-04 of Regulation S-X. In the case of the annual reports noted by the Staff, funds 71-85 had such payables that were not separately disclosed. The annual reports for the other referenced funds separately disclosed such payables. The Adviser will ensure the cited guidance is applied to all funds in the future.
Comment #3:
Funds #: 3, 6-8, 11, 14, 18, 20-21, 23-29, 32, 36, 42, 45, 53, 57-59, 66, 68, 72 & 77
Please confirm that there are no components of accrued expenses and other liabilities that should appear separately on the Statement of Assets and Liabilities. For the referenced funds, certain amounts appear to represent greater than 5%.
Response #3: It is the Adviser's policy to disclose separately any components of accrued expenses and other liabilities that are greater than 5% of the total liabilities on the Statement of Assets and Liabilities. In the case of the annual reports noted by the Staff, funds 6, 7, 8 & 29 had such components that were not separately disclosed. No component of accrued expenses and other liabilities exceeded 5% for the other referenced funds. The Adviser will ensure that components exceeding 5% are disclosed for all funds in the future.
Comment #4:
Funds #: 3, 6-8 & 10
Miscellaneous expenses as presented in the Statements of Operations for the referenced funds exceed 5% of total expenses. Please confirm that any categories of miscellaneous expenses have been separately identified to the extent required by Rule 6-07(2)(b) of Regulation S-X.
Response #4: It is the Adviser's policy to disclose miscellaneous expenses in the Statement of Operations in accordance with Rule 6-07(2)(b) of Regulation S-X. In the case of the annual reports noted by the Staff, funds 6, 7, 8 and 10 had categories of expenses exceeding 5% of total expenses that were not separately disclosed. No component of miscellaneous expenses exceeded 5% for fund 3. The Adviser will ensure that the cited guidance is applied to all funds in the future.
Comment #5:
Fund #: 35
Please consider adding disclosure to the Notes to the Financial Statements stating that the distributions received from real estate investment trusts (REITs) may be classified as dividends, capital gains, and/or returns of capital.
Response #5: The Registrant has determined to add the recommended disclosure to this fund’s future shareholder reports.
Comment #6:
Funds #: 11, 37-51, 53-66, 69,70, 72, 75 & 80-85
The referenced funds disclosed that management was still evaluating the impact of Accounting Standards Update 2017-08 - Receivables - Nonrefundable Fees and Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. This ASU became effective for fiscal years (and interim periods within fiscal years) beginning after December 15, 2018. Accordingly, please explain in correspondence why management is still evaluating the impact.
Response #6: The referenced funds were not yet required to disclose the impact of the implementation in the reports reviewed. As noted, the ASU became effective for fiscal years beginning after December 15, 2018, and all of the reports reviewed were for periods beginning prior to that date.
Comment #7:
Fund #: 48
Please explain the significant increase in the portfolio turnover rate in comparison to the prior year, as presented in the referenced fund’s Financial Highlights.
Response #7: During the fiscal year, the referenced fund’s portfolio managers identified and traded based on certain opportunities that they believed existed in the markets. The fund’s portfolio turnover rate for the six-month period ended October 31, 2019 (unannualized) returned to the more typical level of approximately 25%.
Comment #8:
Fund #: 1
Please explain in correspondence how the amount disclosed for expenses net of waivers/reimbursements for Class B shares, as presented in the referenced fund’s Financial Highlights, was derived.
Response #8: The gross expense ratio on Class B shares is 1.88%. This ratio is reduced by a voluntary fee waiver by the distributor of .60% and a contractual fee waiver by the Adviser of .02% due to the fund’s investment in an affiliated fund. This results in the reported net expense ratio of 1.26% disclosed in the fund’s Financial Highlights. Pursuant to SEC regulations, the voluntary fee waiver was not reflected in the referenced fund’s prospectus fee table.
Comment #9:
Fund #: 37
Please explain the difference between the net assets at end of period as presented in the Statement of Assets and Liabilities versus that presented in the Financial Highlights.
Response #9: The difference in net assets was due to adjustments made on the Statement of Assets and Liabilities that were not flowed through to the Financial Highlights. (The Fund will reflect such adjustments in the Financial Highlights included in the semi-annual report for the period ending June 30, 2020.)
Comment #10:
Fund #: 5
Please explain why the expense ratios of 1.84%, 2.71% and 1.64% (for Class A, Class C and Adviser Class shares respectively) in the Management’s Discussion of Fund Performance do not agree with the percentages noted in the referenced fund’s February 28, 2018 prospectus.
Response #10: The referenced fund’s prospectus was supplemented on June 14, 2018 to correct errors in the fee table in the February 28, 2018 prospectus that had the effect of overstating the net expense ratios of the fund. The gross expense ratios in the Management’s Discussion of Fund Performance match those in the prospectus as supplemented.
Comment #11:
Fund #: 70
The referenced fund’s prospectus applicable at the time of this filing and its website note that the minimum initial investment in the fund is $3,000,000. Please explain in correspondence why the line graph is not based on this amount in accordance with the instructions to Item 27(b)(7)(ii)(A) of Form N-1A.
Response #11: The Adviser will use the minimum investment of $3,000,000 in the line graphs in the fund’s shareholder reports going forward.
Comment #12:
Fund #: 27
The staff noted that the registrant responded “Yes” to Item C.6.b of Form N-CEN (regarding securities lending), but responded “N/A” to Item C.6.f. Please confirm the accuracy of these responses; if a response is incorrect, please provide the required information and consider filing an amended Form N-CEN including this information.
Response #12: The Registrant had only one day of securities lending activity during the fiscal year, and the weighted average value of securities on loan rounded to 0.00. In the past, the Adviser had received a suspension notification from EDGAR for attempting to file with a numeric zero and therefore changed the answer to "N/A" to avoid future suspensions. The Adviser has since confirmed with EDGAR filer support that “0.00” is a valid dollar value and will be filing as such in future filings where applicable.
Appendix B
| Fund # |
File # |
Registrant Name |
Series ID |
Series Name | FYE Reviewed |
| 1 | 811-09687 | AB CORE OPPORTUNITIES FUND, INC. | S000009999 | AB CORE OPPORTUNITIES FUND, INC. | 11/30/2018 |
| 2 | 811-07916 | AB EQUITY INCOME FUND INC | S000010125 | AB EQUITY INCOME FUND INC | 11/30/2018 |
| 3 | 811-01716 | AB CAP FUND, INC. | S000062452 | AB ALL CHINA EQUITY PORTFOLIO | 11/30/2018 |
| 4 | 811-01716 | AB CAP FUND, INC. | S000045542 | AB Small Cap Value Portfolio | 11/30/2018 |
| 5 | 811-01716 | AB CAP FUND, INC. | S000047072 | AB All Market Income Portfolio | 11/30/2018 |
| 6 | 811-01716 | AB CAP FUND, INC. | S000045181 | AB FlexFee Emerging Markets Growth Portfolio | 12/31/2018 |
| 7 | 811-01716 | AB CAP FUND, INC. | S000056730 | AB FlexFee Core Opportunities Portfolio | 12/31/2018 |
| 8 | 811-01716 | AB CAP FUND, INC. | S000056731 | AB FlexFee International Strategic Core Portfolio | 12/31/2018 |
| 9 | 811-01716 | AB CAP FUND, INC. | S000056728 | AB FlexFee Large Cap Growth Portfolio | 12/31/2018 |
| 10 | 811-01716 | AB CAP FUND, INC. | S000056729 | AB FlexFee US Thematic Portfolio | 12/31/2018 |
| 11 | 811-01716 | AB CAP FUND, INC. | S000033729 | AB Emerging Markets Multi-Asset Portfolio | 3/31/2019 |
| 12 | 811-01716 | AB CAP FUND, INC. | S000034947 | AB Select US Equity Portfolio | 6/30/2019 |
| 13 | 811-01716 | AB CAP FUND, INC. | S000039195 | AB Select US Long/Short Portfolio | 6/30/2019 |
| 14 | 811-01716 | AB CAP FUND, INC. | S000043215 | AB Concentrated Growth Fund | 6/30/2019 |
| 15 | 811-01716 | AB CAP FUND, INC. | S000045541 | AB Concentrated International Growth Portfolio | 6/30/2019 |
| 16 | 811-01716 | AB CAP FUND, INC. | S000050223 | AB International Strategic Core Portfolio | 6/30/2019 |
| 17 | 811-01716 | AB CAP FUND, INC. | S000047073 | AB Global Core Equity Portfolio | 6/30/2019 |
| 18 | 811-01716 | AB CAP FUND, INC. | S000047115 | AB Multi-Manager Select 2010 Fund | 7/31/2019 |
| 19 | 811-01716 | AB CAP FUND, INC. | S000047116 | AB Multi-Manager Select 2055 Fund | 7/31/2019 |
| 20 | 811-01716 | AB CAP FUND, INC. | S000047117 | AB Multi-Manager Select Retirement Allocation Fund | 7/31/2019 |
| 21 | 811-01716 | AB CAP FUND, INC. | S000047118 | AB Multi-Manager Select 2015 Fund | 7/31/2019 |
| 22 | 811-01716 | AB CAP FUND, INC. | S000047119 | AB Multi-Manager Select 2020 Fund | 7/31/2019 |
| 23 | 811-01716 | AB CAP FUND, INC. | S000047120 | AB Multi-Manager Select 2025 Fund | 7/31/2019 |
| 24 | 811-01716 | AB CAP FUND, INC. | S000047121 | AB Multi-Manager Select 2030 Fund | 7/31/2019 |
| 25 | 811-01716 | AB CAP FUND, INC. | S000047122 | AB Multi-Manager Select 2035 Fund | 7/31/2019 |
| 26 | 811-01716 | AB CAP FUND, INC. | S000047123 | AB Multi-Manager Select 2040 Fund | 7/31/2019 |
| 27 | 811-01716 | AB CAP FUND, INC. | S000047124 | AB Multi-Manager Select 2045 Fund | 7/31/2019 |
| 28 | 811-01716 | AB CAP FUND, INC. | S000047125 | AB Multi-Manager Select 2050 Fund | 7/31/2019 |
| 29 | 811-01716 | AB CAP FUND, INC. | S000064761 | AB Multi-Manager Select 2060 Fund | 7/31/2019 |
| 30 | 811-01716 | AB CAP FUND, INC. | S000010309 | AB Small Cap Growth Portfolio | 7/31/2019 |
| Fund # |
File # |
Registrant Name |
Series ID |
Series Name | FYE Reviewed |
| 31 | 811-00126 | AB RELATIVE VALUE FUND, INC. | S000010080 | AB RELATIVE VALUE FUND, INC. | 10/31/2018 |
| 32 | 811-10221 | AB TRUST | S000010411 | AB Value Fund | 11/30/2018 |
| 33 | 811-10221 | AB TRUST | S000010412 | AB Discovery Value Fund | 11/30/2018 |
| 34 | 811-10221 | AB TRUST | S000010413 | AB International Value Fund | 11/30/2018 |
| 35 | 811-07707 | AB GLOBAL REAL ESTATE INVESTMENT FUND INC | S000010124 | AB GLOBAL REAL ESTATE INVESTMENT FUND, INC. | 11/30/2018 |
| 36 | 811-00134 | AB GLOBAL RISK ALLOCATION FUND, INC. | S000009974 | AB GLOBAL RISK ALLOCATION FUND, INC. | 11/30/2018 |
| 37 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010429 | AB International Growth Portfolio | 12/31/2018 |
| 38 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010431 | AB International Value Portfolio | 12/31/2018 |
| 39 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010432 | AB Large Cap Growth Portfolio | 12/31/2018 |
| 40 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010435 | AB Small Cap Growth Portfolio | 12/31/2018 |
| 41 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010436 | AB Small/Mid Cap Value Portfolio | 12/31/2018 |
| 42 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010437 | AB Intermediate Bond Portfolio | 12/31/2018 |
| 43 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010443 | AB Balanced Wealth Strategy Portfolio | 12/31/2018 |
| 44 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010447 | AB Global Thematic Growth Portfolio | 12/31/2018 |
| 45 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000010448 | AB Growth and Income Portfolio | 12/31/2018 |
| 46 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000031722 | AB Dynamic Asset Allocation Portfolio | 12/31/2018 |
| 47 | 811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | S000049082 | AB Global Risk Allocation-Moderate Portfolio | 12/31/2018 |
| 48 | 811-21497 | AB CORPORATE SHARES | S000010876 | AB CORPORATE INCOME SHARES | 4/30/2019 |
| 49 | 811-21497 | AB CORPORATE SHARES | S000029560 | AB Municipal Income Shares | 4/30/2019 |
| 50 | 811-21497 | AB CORPORATE SHARES | S000029838 | AB Taxable Multi-Sector Income Shares | 4/30/2019 |
| Fund # |
File # |
Registrant Name |
Series ID |
Series Name | FYE Reviewed |
| 51 | 811-21497 | AB CORPORATE SHARES | S000058704 | AB Impact Municipal Income Shares | 4/30/2019 |
| 52 | 811-06068 | AB FIXED INCOME SHARES INC | S000011990 | AB Government Money Market Portfolio | 4/30/2019 |
| 53 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010353 | AB Arizona Portfolio | 5/31/2019 |
| 54 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010355 | AB Massachusetts Portfolio | 5/31/2019 |
| 55 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010357 | AB Minnesota Portfolio | 5/31/2019 |
| 56 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010358 | AB New Jersey Portfolio | 5/31/2019 |
| 57 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010359 | AB Ohio Portfolio | 5/31/2019 |
| 58 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010360 | AB Pennsylvania Portfolio | 5/31/2019 |
| 59 | 811-07618 | AB MUNICIPAL INCOME FUND II | S000010361 | AB Virginia Portfolio | 5/31/2019 |
| 60 | 811-04791 | AB MUNICIPAL INCOME FUND, INC. | S000010348 | AB California Portfolio | 5/31/2019 |
| 61 | 811-04791 | AB MUNICIPAL INCOME FUND, INC. | S000010351 | AB National Portfolio | 5/31/2019 |
| 62 | 811-04791 | AB MUNICIPAL INCOME FUND, INC. | S000010352 | AB New York Portfolio | 5/31/2019 |
| 63 | 811-04791 | AB MUNICIPAL INCOME FUND, INC. | S000027380 | AB High Income Municipal Portfolio | 5/31/2019 |
| 64 | 811-05088 | AB PORTFOLIOS | S000010510 | AB Conservative Wealth Strategy | 8/31/2019 |
| 65 | 811-05088 | AB PORTFOLIOS | S000010512 | AB All Market Total Return Portfolio | 8/31/2019 |
| 66 | 811-05088 | AB PORTFOLIOS | S000010513 | AB Tax-Managed All Market Income Portfolio | 8/31/2019 |
| 67 | 811-05088 | AB PORTFOLIOS | S000010514 | AB Wealth Appreciation Strategy | 8/31/2019 |
| 68 | 811-05088 | AB PORTFOLIOS | S000010515 | AB Tax-Managed Wealth Appreciation Strategy | 8/31/2019 |
| 69 | 811-02383 | AB BOND FUND, INC. | S000034979 | AB Limited Duration High Income Portfolio | 9/30/2019 |
| 70 | 811-21034 | BERNSTEIN SANFORD C FUND II INC | S000011063 | Bernstein Intermediate Duration Institutional Portfolio | 9/30/2019 |
| 71 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011051 | California Municipal Portfolio | 9/30/2019 |
| 72 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011053 | Short Duration Plus Portfolio | 9/30/2019 |
| 73 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011055 | Diversified Municipal Portfolio | 9/30/2019 |
| 74 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011056 | Emerging Markets Portfolio | 9/30/2019 |
| 75 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011057 | Intermediate Duration Portfolio | 9/30/2019 |
| 76 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011058 | Tax-Managed International Portfolio | 9/30/2019 |
| Fund # |
File # |
Registrant Name |
Series ID |
Series Name | FYE Reviewed |
| 77 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011059 | International Portfolio | 9/30/2019 |
| 78 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011060 | New York Municipal Portfolio | 9/30/2019 |
| 79 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000011062 | Short Duration Diversified Municipal Portfolio | 9/30/2019 |
| 80 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027647 | Overlay A Portfolio | 9/30/2019 |
| 81 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027648 | Tax-Aware Overlay A Portfolio | 9/30/2019 |
| 82 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027649 | Overlay B Portfolio | 9/30/2019 |
| 83 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027650 | Tax-Aware Overlay B Portfolio | 9/30/2019 |
| 84 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027651 | Tax-Aware Overlay C Portfolio | 9/30/2019 |
| 85 | 811-05555 | BERNSTEIN SANFORD C FUND INC | S000027652 | Tax-Aware Overlay N Portfolio | 9/30/2019 |
