N-CSR 1 d191179dncsr.htm AB CORPORATE SHARES AB Corporate Shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21497

 

 

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, 2016

Date of reporting period: April 30, 2016

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.


APR    04.30.16

LOGO

 

ANNUAL REPORT

AB CORPORATE INCOME SHARES

 


 

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.abglobal.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 recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.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 on Form N-Q. The Fund’s
Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AB publishes full portfolio holdings for the Fund monthly at www.abglobal.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.


June 24, 2016

 

Annual Report

This report provides management’s discussion of fund performance for AB Corporate Income Shares (the “Fund”) for the annual reporting period ended April 30, 2016. 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 AllianceBernstein L.P. (the “Adviser”).

Investment Objective and Policies

The Fund’s investment objective is to earn high current income. 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 agreements 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.

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 in zero-coupon securities and “payment-in-kind” debentures; make secured loans of portfolio securities; and invest in US dollar-denominated fixed-income securities issued by non-US companies.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Barclays US Credit Bond Index, for the six- and 12-month periods ended April 30, 2016.

The Fund underperformed its benchmark for both periods. Security selection detracted from relative performance in both periods, mainly within the basics and technology sectors. Insurance sector positioning also detracted in the six-month period, while security selection in energy weighed on performance for the 12-month period. Sector positioning, including an overweight in basics, detracted during both periods. An overweight position in the energy sector detracted in the 12-month period, as the sector generally struggled due to plunging oil prices, though an underweight to the sector detracted in the six-month period as the sector began to rally on oil-price stabilization at the end of the first quarter. An overweight in the insurance sector and an exposure to Treasuries also dragged on returns in the six-month period, though an overweight in the telecommunications sector helped performance in both periods. An underweight in agencies (non-government guaranteed) detracted in the 12-month period. Although yield-curve positioning

 

 

AB CORPORATE INCOME SHARES       1   


did not have a meaningful impact on overall returns in the six-month period, it contributed to performance in the 12-month period as gains from an overweight in the intermediate part of the curve more than offset losses from an underweight in longer maturities.

The Fund utilized derivatives in the form of interest rate swaps for hedging purposes and credit default swaps for investment purposes during both periods, which had an immaterial impact on performance, in absolute terms.

Market Review and Investment Strategy

Bond markets were volatile over the six- and 12-month periods ended April 30, 2016, as economic growth trends and monetary policies in the world’s largest economies continued to diverge. Commodity prices declined through much of the 12-month period, with oil prices dipping below $26 per barrel in February, before beginning to stabilize in March and April—despite a breakdown in formal discussions about a potential production freeze. Government bond yields continued their volatility, and the yield on the US 10-Year Treasury ranged from about 1.6% to just below 2.5%, ultimately ending the period at 1.8%. The US dollar appreciated against many developed- and emerging-market currencies during much of the 12-month period, yet during the early part of 2016 the dollar reversed course and depreciated against many of these same currencies. The US Federal Reserve made its first official rate hike in nearly a decade in December, which investors generally accepted smoothly.

European markets declined in the second quarter of 2015 on fears of Greece’s departure from the European Union, but rebounded when stop-gap measures were reached with the country’s creditors in the third quarter to avoid an exit. Volatility was somewhat contained as the European Central Bank (“ECB”) maintained an easing bias through the period, though additional measures announced in December fell far short of investor expectations, putting pressure on markets in the region. However, the ECB surprised investors with aggressive expansion of its quantitative easing program in March. Other central banks cut rates, with some, including the Bank of Japan and the ECB, dipping into negative rate territory.

Economic activity in emerging-market economies continued to slow: Asia struggled with sluggish exports and weak domestic demand; Latin America continued to face weak growth and political upheaval in many parts of the region; and Eastern Europe’s growth picture was varied, as those countries tied to Western Europe fared better than those tied to commodities. Emerging-market sentiment was bolstered toward the end of the 12-month period. This was due to an uptick in oil prices, signs that China’s slowdown may be less pronounced than feared, encouraging political developments regarding Brazilian president Dilma Rousseff’s impeachment on corruption charges and Argentina’s progress on negotiations with its creditors that culminated in April with the country’s first new security issuance in 15 years.

 

 

2     AB CORPORATE INCOME SHARES


Against this backdrop, fixed-income performance varied across regions and sectors during the 12-month period. Credit securities generally underperformed developed-market Treasuries; developed-market Treasuries also outperformed emerging-market local-currency government bonds (despite the emerging-market rally in the last three months of the period). The positive performance of investment-grade securities generally outpaced negative returns from high-yield sectors, which saw a fairly wide divergence across sector returns. Commodity-linked sectors had the worst performance—suffering on negative oil

price action—with energy down the most, followed by basic industries.

On June 23, 2016, the UK voted to leave the European Union (“EU”) in a popular referendum. At this moment in time, the UK remains a member of the EU and the rules and regulations remain unchanged, as do all the protections in place. Exactly how the UK’s role in the EU will change will become clear over time. The Adviser continues to monitor the heightened market volatility.

 

 

AB CORPORATE INCOME SHARES       3   


DISCLOSURES AND RISKS

Benchmark Disclosure

The Barclays US Credit Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The 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. 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. The Fund may be subject to a heightened risk of rising interest rates due to the current period of historically low interest rates and the potential effect of government fiscal and central bank monetary policy initiatives, including Federal Reserve actions, and market reactions to such actions. 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 of non-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.

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.

 

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

 

4     AB CORPORATE INCOME SHARES

Disclosures and Risks


DISCLOSURES AND RISKS

(continued from previous page)

 

An Important Note About Historical Performance

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

 

AB CORPORATE INCOME SHARES       5   

Disclosures and Risks


HISTORICAL PERFORMANCE

 

        

THE FUND VS. ITS BENCHMARK
PERIODS ENDED APRIL 30, 2016 (unaudited)

  NAV Returns      
  6 Months        12 Months       
AB Corporate Income Shares     3.65%           2.12%     

 

Barclays US Credit Bond Index     4.15%           2.77%     
        

GROWTH OF A $10,000 INVESTMENT IN THE FUND

12/11/06* TO 4/30/16 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Corporate Income Shares (from 12/11/06* to 4/30/16) as compared to the performance of the Fund’s benchmark.

 

*   Inception date: 12/11/2006.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

 

6     AB CORPORATE INCOME SHARES

Historical Performance


HISTORICAL PERFORMANCE

(continued from previous page)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2016 (unaudited)  
          NAV Returns  
     

1 Year

        2.12

5 Years

        5.14

Since Inception*

        6.22
     
SEC AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDAR QUARTER-END
MARCH 31, 2016 (unaudited)
 
          SEC Returns  
     

1 Year

        0.34

5 Years

        5.28

Since Inception*

        6.13

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

 

 

*   Inception date: 12/11/2006.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

AB CORPORATE INCOME SHARES       7   

Historical Performance


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, 2015
     Ending
Account Value
April 30, 2016
     Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

   $     1,000       $     1,036.50       $     – 0  –      0.00

Hypothetical**

   $ 1,000       $ 1,024.86       $ – 0  –      0.00
*   Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (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.

 

8     AB CORPORATE INCOME SHARES

Expense Example


PORTFOLIO SUMMARY

April 30, 2016 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $63.3

 

 

LOGO

 

*   All data are as of April 30, 2016. 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).

 

AB CORPORATE INCOME SHARES       9   

Portfolio Summary


PORTFOLIO OF INVESTMENTS

April 30, 2016

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT
GRADE – 90.2%

    

Industrial – 50.4%

    

Basic – 4.1%

    

Agrium, Inc.
3.375%, 3/15/25

   $ 45      $ 44,644   

Alpek SAB de CV
4.50%, 11/20/22(a)

     200        204,750   

Barrick Gold Corp.
4.10%, 5/01/23

     48        49,564   

Barrick North America Finance LLC
4.40%, 5/30/21

     108        115,118   

BHP Billiton Finance USA Ltd.
6.42%, 3/01/26

     67        79,947   

Celulosa Arauco y Constitucion SA
4.50%, 8/01/24

     200        206,341   

CF Industries, Inc.
7.125%, 5/01/20

     130        149,364   

Dow Chemical Co. (The)
4.25%, 11/15/20

     186        202,581   

Eastman Chemical Co.
3.80%, 3/15/25

     160        165,810   

Georgia-Pacific LLC
5.40%, 11/01/20(a)

     110        123,959   

Glencore Funding LLC
2.125%, 4/16/18(a)

     79        76,462   

4.00%, 4/16/25(a)

     50        43,500   

LyondellBasell Industries NV
5.00%, 4/15/19

     230        248,181   

6.00%, 11/15/21

     200        234,760   

Monsanto Co.
3.375%, 7/15/24

     145        148,918   

3.95%, 4/15/45

     70        62,184   

Mosaic Co. (The)
5.625%, 11/15/43

     65        69,875   

Rio Tinto Finance USA Ltd.
3.75%, 6/15/25

     262        268,562   

Weyerhaeuser Co.
4.625%, 9/15/23

     120        130,500   
    

 

 

 
       2,625,020   
    

 

 

 

Capital Goods – 1.8%

    

BAE Systems Holdings, Inc.
3.80%, 10/07/24(a)

     76        78,667   

Caterpillar Financial Services Corp.
Series G
1.70%, 6/16/18

     200        202,016   

General Electric Co.
5.875%, 1/14/38

     140        184,578   

Series D
5.00%, 1/21/21(b)

     104        108,030   

 

10     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Molex Electronic Technologies LLC
2.878%, 4/15/20(a)

   $ 130      $ 129,738   

Owens Corning
7.00%, 12/01/36(c)

     110        128,747   

9.00%, 6/15/19

     210        243,736   

Yamana Gold, Inc.
4.95%, 7/15/24

     48        44,150   
    

 

 

 
       1,119,662   
    

 

 

 

Communications - Media – 5.8%

    

21st Century Fox America, Inc.
4.75%, 9/15/44

     20        21,364   

4.95%, 10/15/45

     40        44,363   

7.43%, 10/01/26

     55        70,312   

8.875%, 4/26/23

     125        168,200   

CBS Corp.
3.375%, 3/01/22

     72        75,213   

4.90%, 8/15/44

     80        80,527   

5.75%, 4/15/20

     125        142,614   

CCO Safari II LLC
4.908%, 7/23/25(a)

     150        161,707   

6.484%, 10/23/45(a)

     120        141,765   

Comcast Cable Communications Holdings, Inc.
9.455%, 11/15/22

     110        155,858   

Comcast Corp.
5.15%, 3/01/20

     165        187,177   

5.70%, 5/15/18

     100        109,276   

Discovery Communications LLC
4.875%, 4/01/43

     84        75,343   

Grupo Televisa SAB
4.625%, 1/30/26

     200        213,038   

Moody’s Corp.
2.75%, 7/15/19

     79        80,792   

Omnicom Group, Inc.
3.60%, 4/15/26

     102        106,197   

S&P Global, Inc.
4.00%, 6/15/25

     140        148,279   

4.40%, 2/15/26

     111        122,935   

Scripps Networks Interactive, Inc.
2.75%, 11/15/19

     68        69,086   

TCI Communications, Inc.
7.875%, 2/15/26

     250        352,784   

Time Warner Cable, Inc.
4.50%, 9/15/42

     65        60,892   

5.875%, 11/15/40

     30        32,309   

6.55%, 5/01/37

     39        44,881   

Time Warner, Inc.
3.60%, 7/15/25

     250        261,145   

4.00%, 1/15/22

     140        150,261   

 

AB CORPORATE INCOME SHARES       11   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.70%, 1/15/21

   $ 60      $ 66,576   

6.25%, 3/29/41

     85        103,548   

Viacom, Inc.
3.875%, 12/15/21-4/01/24

     289        300,340   

Walt Disney Co. (The)
Series E
4.125%, 12/01/41

     145        156,421   
    

 

 

 
       3,703,203   
    

 

 

 

Communications - Telecommunications – 6.7%

    

America Movil SAB de CV
5.00%, 3/30/20

     120        132,556   

American Tower Corp.
3.40%, 2/15/19

     40        41,260   

4.00%, 6/01/25

     95        99,618   

4.50%, 1/15/18

     40        41,814   

5.05%, 9/01/20

     120        131,338   

7.25%, 5/15/19

     150        170,409   

Ameritech Capital Funding Corp.
6.55%, 1/15/28

     130        150,318   

AT&T, Inc.
3.00%, 2/15/22-6/30/22

     615        628,482   

3.80%, 3/15/22

     90        95,328   

3.875%, 8/15/21

     230        246,636   

4.45%, 4/01/24

     330        359,531   

BellSouth LLC
6.55%, 6/15/34

     145        164,054   

British Telecommunications PLC
9.625%, 12/15/30

     85        136,647   

Telefonica Emisiones SAU
3.192%, 4/27/18

     175        180,182   

5.462%, 2/16/21

     145        164,876   

Verizon Communications, Inc.
2.625%, 2/21/20

     215        221,530   

3.50%, 11/01/21

     585        622,953   

3.85%, 11/01/42

     245        223,733   

4.272%, 1/15/36

     185        186,029   

4.862%, 8/21/46

     154        165,043   

Vodafone Group PLC
4.375%, 2/19/43

     70        66,175   
    

 

 

 
       4,228,512   
    

 

 

 

Consumer Cyclical - Automotive – 3.2%

    

BMW US Capital LLC
2.00%, 4/11/21(a)

     315        316,482   

Ford Motor Co.
6.50%, 8/01/18

     225        246,469   

Ford Motor Credit Co. LLC
2.24%, 6/15/18

     250        251,674   

5.875%, 8/02/21

     575        663,768   

 

12     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

General Motors Co.
4.875%, 10/02/23

   $ 170      $ 181,987   

General Motors Financial Co., Inc.
3.50%, 7/10/19

     230        237,833   

4.00%, 1/15/25

     46        46,369   

4.30%, 7/13/25

     50        51,525   
    

 

 

 
       1,996,107   
    

 

 

 

Consumer Cyclical - Entertainment – 0.3%

    

Carnival Corp.
1.875%, 12/15/17

     180        180,777   
    

 

 

 

Consumer Cyclical - Other – 0.4%

    

Marriott International, Inc./MD
3.00%, 3/01/19

     151        154,774   

Wyndham Worldwide Corp.
2.50%, 3/01/18

     115        115,113   
    

 

 

 
       269,887   
    

 

 

 

Consumer Cyclical - Restaurants – 0.1%

    

McDonald’s Corp.
2.10%, 12/07/18

     42        42,888   
    

 

 

 

Consumer Cyclical - Retailers – 2.0%

    

Advance Auto Parts, Inc.
4.50%, 12/01/23

     115        122,074   

CVS Health Corp.
5.125%, 7/20/45

     85        99,335   

Dollar General Corp.
4.15%, 11/01/25

     114        120,944   

Gap, Inc. (The)
5.95%, 4/12/21

     100        106,645   

Home Depot, Inc. (The)
5.40%, 9/15/40

     130        162,107   

5.875%, 12/16/36

     30        39,433   

Kohl’s Corp.
4.25%, 7/17/25

     102        100,708   

Macy’s Retail Holdings, Inc.
3.875%, 1/15/22

     154        157,831   

Wal-Mart Stores, Inc.
5.25%, 9/01/35

     125        156,151   

Walgreens Boots Alliance, Inc.
3.30%, 11/18/21

     193        200,305   
    

 

 

 
       1,265,533   
    

 

 

 

Consumer Non-Cyclical – 12.4%

    

Abbott Laboratories
6.15%, 11/30/37

     120        156,326   

AbbVie, Inc.
1.75%, 11/06/17

     245        246,265   

2.90%, 11/06/22

     100        102,168   

 

AB CORPORATE INCOME SHARES       13   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

3.60%, 5/14/25

   $ 59      $ 61,821   

4.70%, 5/14/45

     60        63,724   

Actavis Funding SCS
3.00%, 3/12/20

     90        91,930   

Actavis, Inc.
1.875%, 10/01/17

     130        130,367   

Altria Group, Inc.
4.75%, 5/05/21

     370        419,268   

Amgen, Inc.
3.45%, 10/01/20

     175        187,364   

4.40%, 5/01/45

     90        93,490   

Anheuser-Busch InBev Finance, Inc.
3.30%, 2/01/23

     351        365,809   

3.65%, 2/01/26

     120        126,491   

Baxalta, Inc.
5.25%, 6/23/45(a)

     100        107,960   

Becton Dickinson and Co.
2.675%, 12/15/19

     42        43,097   

3.25%, 11/12/20

     79        82,109   

3.734%, 12/15/24

     36        38,323   

Biogen, Inc.
3.625%, 9/15/22

     92        98,166   

4.05%, 9/15/25

     90        96,764   

Bunge Ltd. Finance Corp.
3.50%, 11/24/20

     104        106,898   

Celgene Corp.
3.625%, 5/15/24

     110        114,606   

3.875%, 8/15/25

     100        105,353   

ConAgra Foods, Inc.
3.20%, 1/25/23

     32        32,320   

5.819%, 6/15/17

     200        209,466   

Eli Lilly & Co.
5.55%, 3/15/37

     36        45,397   

Express Scripts Holding Co.
4.75%, 11/15/21

     85        93,456   

Forest Laboratories LLC
4.375%, 2/01/19(a)

     105        110,812   

Gilead Sciences, Inc.
1.85%, 9/04/18

     245        249,267   

4.60%, 9/01/35

     100        109,673   

Glaxosmithkline Capital, Inc.
4.20%, 3/18/43

     115        125,088   

Grupo Bimbo SAB de CV
4.50%, 1/25/22(a)

     100        107,500   

Imperial Brands Finance PLC
2.95%, 7/21/20(a)

     200        206,131   

JM Smucker Co. (The)
2.50%, 3/15/20

     42        42,887   

3.00%, 3/15/22

     65        67,257   

 

14     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Johnson & Johnson
4.50%, 12/05/43

   $ 80      $ 95,602   

Kimberly-clark Corp.
6.625%, 8/01/37

     110        157,067   

Kraft Heinz Foods Co.
3.50%, 6/06/22

     381        404,264   

Laboratory Corp. of America Holdings
3.20%, 2/01/22

     42        42,762   

3.60%, 2/01/25

     41        41,790   

McKesson Corp.
7.50%, 2/15/19

     105        120,974   

Medco Health Solutions, Inc.
7.125%, 3/15/18

     220        241,716   

Medtronic, Inc.
2.50%, 3/15/20

     150        155,086   

3.15%, 3/15/22

     130        138,400   

Merck & Co., Inc.
4.15%, 5/18/43

     110        121,084   

Mylan NV
3.75%, 12/15/20(a)

     146        151,047   

Mylan, Inc.
2.60%, 6/24/18

     140        141,007   

Newell Brands, Inc.
3.15%, 4/01/21

     33        34,180   

3.85%, 4/01/23

     157        164,162   

PepsiCo, Inc.
1.25%, 4/30/18

     230        231,022   

Perrigo Co. PLC
4.00%, 11/15/23

     200        204,889   

Procter & Gamble Co. (The)
5.80%, 8/15/34

     175        234,328   

Reynolds American, Inc.
3.25%, 6/12/20

     57        59,770   

4.85%, 9/15/23

     40        45,530   

Stryker Corp.
2.625%, 3/15/21

     43        44,174   

Tyson Foods, Inc.
2.65%, 8/15/19

     24        24,637   

3.95%, 8/15/24

     75        80,973   

4.50%, 6/15/22

     110        121,731   

Unilever Capital Corp.
5.90%, 11/15/32

     115        155,029   

Whirlpool Corp.
3.70%, 3/01/23

     120        125,402   

Wyeth LLC
6.00%, 2/15/36

     100        128,163   

Zimmer Biomet Holdings, Inc.
2.70%, 4/01/20

     90        91,615   

3.55%, 4/01/25

     70        71,929   
    

 

 

 
       7,865,886   
    

 

 

 

 

AB CORPORATE INCOME SHARES       15   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Energy – 6.6%

    

Anadarko Petroleum Corp.
6.20%, 3/15/40

   $ 35      $ 36,958   

6.375%, 9/15/17

     34        36,100   

Apache Corp.
4.25%, 1/15/44

     105        96,102   

Boardwalk Pipelines LP
4.95%, 12/15/24

     65        60,595   

Canadian Natural Resources Ltd.
3.90%, 2/01/25

     80        75,623   

ConocoPhillips Co.
5.95%, 3/15/46

     45        54,498   

ConocoPhillips Holding Co.
6.95%, 4/15/29

     101        121,548   

Devon Energy Corp.
5.00%, 6/15/45

     100        86,051   

Enbridge Energy Partners LP
4.20%, 9/15/21

     100        97,932   

Encana Corp.
3.90%, 11/15/21

     70        64,050   

Energy Transfer Partners LP
3.60%, 2/01/23

     31        28,384   

4.65%, 6/01/21

     75        74,548   

EnLink Midstream Partners LP
5.05%, 4/01/45

     95        71,401   

Enterprise Products Operating LLC
3.70%, 2/15/26

     90        91,541   

3.75%, 2/15/25

     140        144,460   

4.90%, 5/15/46

     45        45,548   

5.25%, 1/31/20

     140        153,487   

Halliburton Co.
3.375%, 11/15/22

     160        162,999   

Hess Corp.
3.50%, 7/15/24

     36        34,052   

7.875%, 10/01/29

     59        66,829   

Husky Energy, Inc.
3.95%, 4/15/22

     50        50,245   

Kinder Morgan Energy Partners LP
4.15%, 2/01/24

     170        164,123   

5.30%, 9/15/20

     200        211,057   

Kinder Morgan, Inc./DE
5.05%, 2/15/46

     100        88,787   

Marathon Oil Corp.
3.85%, 6/01/25

     70        62,542   

6.80%, 3/15/32

     35        34,159   

Marathon Petroleum Corp.
5.125%, 3/01/21

     120        130,119   

 

16     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Noble Energy, Inc.
3.90%, 11/15/24

   $ 100      $ 99,425   

4.15%, 12/15/21

     65        66,332   

5.625%, 5/01/21

     80        82,210   

ONEOK Partners LP
3.375%, 10/01/22

     55        51,789   

4.90%, 3/15/25

     30        30,330   

Phillips 66
4.30%, 4/01/22

     54        58,698   

Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24

     91        81,600   

4.65%, 10/15/25

     90        85,800   

Regency Energy Partners LP/Regency Energy Finance Corp.
5.00%, 10/01/22

     310        304,092   

Schlumberger Holdings Corp.
3.00%, 12/21/20(a)

     120        123,404   

3.625%, 12/21/22(a)

     120        125,019   

Spectra Energy Capital LLC
8.00%, 10/01/19

     23        26,419   

Spectra Energy Partners LP
2.95%, 9/25/18

     77        77,994   

4.50%, 3/15/45

     50        47,734   

4.60%, 6/15/21

     75        80,090   

Suncor Energy, Inc.
6.50%, 6/15/38

     27        31,791   

Valero Energy Corp.
6.125%, 2/01/20

     70        78,011   

6.625%, 6/15/37

     67        75,294   

Western Gas Partners LP
3.95%, 6/01/25

     89        80,017   

Williams Partners LP
3.60%, 3/15/22

     200        180,563   

3.90%, 1/15/25

     69        60,444   
    

 

 

 
       4,190,794   
    

 

 

 

Services – 0.6%

    

Amazon.com, Inc.
4.80%, 12/05/34

     135        153,571   

eBay, Inc.
2.50%, 3/09/18

     68        69,258   

Visa, Inc.
2.80%, 12/14/22

     150        156,464   
    

 

 

 
       379,293   
    

 

 

 

Technology – 5.4%

    

Apple, Inc.
2.85%, 5/06/21

     175        183,905   

3.45%, 2/09/45

     210        191,355   

Cisco Systems, Inc.
1.65%, 6/15/18

     245        248,352   

3.50%, 6/15/25

     150        164,504   

 

AB CORPORATE INCOME SHARES       17   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Fidelity National Information Services, Inc.
3.875%, 6/05/24

   $ 245      $ 250,319   

Hewlett Packard Enterprise Co.
4.40%, 10/15/22(a)

     215        227,189   

HP, Inc.
3.75%, 12/01/20

     14        14,710   

4.30%, 6/01/21

     80        84,119   

4.375%, 9/15/21

     25        26,329   

4.65%, 12/09/21

     89        95,036   

Intel Corp.
3.70%, 7/29/25

     120        131,964   

4.90%, 7/29/45

     45        51,524   

International Business Machines Corp.
2.25%, 2/19/21

     125        127,793   

KLA-Tencor Corp.
4.65%, 11/01/24

     134        139,906   

Lam Research Corp.
2.75%, 3/15/20

     115        115,296   

Microsoft Corp.
3.50%, 2/12/35

     310        310,475   

Oracle Corp.
3.875%, 7/15/20

     250        273,878   

3.90%, 5/15/35

     175        179,185   

Seagate HDD Cayman
4.75%, 6/01/23-1/01/25

     255        196,473   

4.875%, 6/01/27(a)

     80        56,242   

Texas Instruments, Inc.
1.75%, 5/01/20

     115        115,444   

Total System Services, Inc.
2.375%, 6/01/18

     105        105,052   

3.80%, 4/01/21

     66        68,512   

Xerox Corp.
2.80%, 5/15/20

     95        91,346   
    

 

 

 
       3,448,908   
    

 

 

 

Transportation - Railroads – 0.5%

    

Burlington Northern Santa Fe LLC
4.55%, 9/01/44

     85        94,489   

CSX Corp.
4.40%, 3/01/43

     180        189,650   
    

 

 

 
       284,139   
    

 

 

 

Transportation - Services – 0.5%

    

FedEx Corp.
4.10%, 2/01/45

     80        79,913   

8.00%, 1/15/19

     40        46,707   

Ryder System, Inc.
2.50%, 3/01/18

     185        187,439   

5.85%, 11/01/16

     28        28,654   
    

 

 

 
       342,713   
    

 

 

 
       31,943,322   
    

 

 

 

 

18     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Financial Institutions – 35.8%

    

Banking – 22.7%

    

Abbey National Treasury Services PLC/United Kingdom
2.375%, 3/16/20

   $ 115      $ 115,629   

ABN AMRO Bank NV
Series E
6.25%, 9/13/22(a)

     255        267,705   

American Express Co.
6.80%, 9/01/66

     79        78,753   

Bank of America Corp.
3.875%, 8/01/25

     125        129,806   

4.00%, 1/22/25

     465        465,701   

4.10%, 7/24/23

     200        212,838   

4.20%, 8/26/24

     60        61,105   

5.00%, 5/13/21

     235        261,135   

Series G
3.30%, 1/11/23

     140        142,280   

Barclays PLC
3.65%, 3/16/25

     200        191,942   

BB&T Corp.
5.25%, 11/01/19

     275        300,682   

BPCE SA
5.15%, 7/21/24(a)

     200        205,660   

Capital One Bank USA, NA
3.375%, 2/15/23

     275        276,729   

Citigroup, Inc.
3.50%, 5/15/23

     170        171,907   

3.70%, 1/12/26

     245        252,607   

3.875%, 3/26/25

     90        89,501   

5.875%, 1/30/42

     110        136,388   

Compass Bank
2.75%, 9/29/19

     250        249,664   

3.875%, 4/10/25

     250        236,571   

5.50%, 4/01/20

     110        115,989   

Cooperatieve Rabobank UA
4.375%, 8/04/25

     250        261,462   

11.00%, 6/30/19(a)(b)

     130        158,438   

Credit Suisse AG/New York NY
5.30%, 8/13/19

     110        120,774   

Credit Suisse Group Funding Guernsey Ltd.
2.75%, 3/26/20

     250        248,193   

Discover Bank/Greenwood DE
3.10%, 6/04/20

     250        254,522   

Fifth Third Bancorp
3.50%, 3/15/22

     31        32,285   

5.45%, 1/15/17

     105        107,604   

Goldman Sachs Group, Inc. (The)
2.375%, 1/22/18

     130        131,644   

3.75%, 5/22/25

     95        97,633   

 

AB CORPORATE INCOME SHARES       19   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

3.85%, 7/08/24

   $ 350      $ 364,208   

4.25%, 10/21/25

     205        209,319   

Series D
6.00%, 6/15/20

     480        546,726   

Series G
7.50%, 2/15/19

     75        86,083   

HSBC Holdings PLC
4.875%, 1/14/22

     350        384,849   

HSBC USA, Inc.
2.75%, 8/07/20

     300        304,591   

Huntington National Bank (The)
2.00%, 6/30/18

     300        301,465   

JPMorgan Chase & Co.
3.125%, 1/23/25

     440        441,197   

3.875%, 9/10/24

     110        113,661   

3.90%, 7/15/25

     120        127,176   

KeyBank NA/Cleveland OH
2.35%, 3/08/19

     250        253,022   

Lloyds Banking Group PLC
4.582%, 12/10/25(a)

     200        200,523   

Mitsubishi UFJ Financial Group, Inc.
3.85%, 3/01/26

     200        210,150   

Morgan Stanley
2.65%, 1/27/20

     177        179,567   

2.80%, 6/16/20

     200        203,920   

5.625%, 9/23/19

     604        672,270   

Series G
4.00%, 7/23/25

     103        108,366   

4.35%, 9/08/26

     50        51,666   

5.50%, 7/24/20

     395        441,952   

6.625%, 4/01/18

     100        109,088   

Northgroup Preferred Capital Corp.
6.378%, 10/15/17(a)(b)

     68        68,510   

People’s United Financial, Inc.
3.65%, 12/06/22

     83        83,363   

PNC Bank NA
4.875%, 9/21/17

     400        417,282   

Rabobank Capital Funding Trust III
5.254%, 10/21/16(a)(b)

     100        100,250   

Regions Financial Corp.
2.00%, 5/15/18

     300        299,591   

Santander Holdings USA, Inc.
2.65%, 4/17/20

     200        199,289   

3.45%, 8/27/18

     130        133,302   

Standard Chartered PLC
6.409%, 1/30/17(a)(b)

     100        93,500   

State Street Corp.
4.956%, 3/15/18

     240        251,522   

 

20     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

SunTrust Bank/Atlanta GA
7.25%, 3/15/18

   $ 145      $ 159,000   

Synchrony Financial
2.70%, 2/03/20

     110        110,013   

3.75%, 8/15/21

     200        205,851   

UBS Group Funding Jersey Ltd.
4.125%, 9/24/25(a)

     200        205,100   

US Bank NA/Cincinnati OH
1.45%, 1/29/18

     310        311,672   

Wells Fargo & Co.
3.30%, 9/09/24

     200        206,122   

Series G
4.30%, 7/22/27

     150        159,983   

Series N
2.15%, 1/30/20

     375        379,293   

Wells Fargo Bank NA
1.65%, 1/22/18

     310        312,531   

Zions BanCorporation
4.50%, 6/13/23

     13        13,150   
    

 

 

 
       14,394,270   
    

 

 

 

Brokerage – 0.2%

    

TD Ameritrade Holding Corp.
2.95%, 4/01/22

     115        118,191   
    

 

 

 

Insurance – 7.8%

    

Allstate Corp. (The)
3.15%, 6/15/23

     200        207,508   

6.125%, 5/15/37

     78        75,270   

American International Group, Inc.
3.75%, 7/10/25

     225        227,998   

8.175%, 5/15/58

     65        81,738   

Anthem, Inc.
7.00%, 2/15/19

     255        290,140   

Aon Corp.
8.205%, 1/01/27

     100        128,000   

Aon PLC
4.60%, 6/14/44

     70        70,004   

Assurant, Inc.
2.50%, 3/15/18

     105        105,104   

Cigna Corp.
4.00%, 2/15/22

     175        187,299   

7.875%, 5/15/27

     65        88,268   

Guardian Life Insurance Co. of America (The)
7.375%, 9/30/39(a)

     42        52,918   

Hartford Financial Services Group, Inc. (The)
5.375%, 3/15/17

     190        196,690   

5.50%, 3/30/20

     100        111,586   

6.10%, 10/01/41

     45        53,622   

Humana, Inc.
7.20%, 6/15/18

     180        199,980   

 

AB CORPORATE INCOME SHARES       21   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Lincoln National Corp.
3.35%, 3/09/25

   $ 265      $ 259,450   

4.85%, 6/24/21

     200        218,492   

8.75%, 7/01/19

     82        97,737   

MetLife Capital Trust IV
7.875%, 12/15/37(a)

     150        175,800   

MetLife, Inc.
Series C
5.25%, 6/15/20(b)

     79        76,922   

Nationwide Mutual Insurance Co.
9.375%, 8/15/39(a)

     90        132,911   

Peachtree Corners Funding Trust
3.976%, 2/15/25(a)

     110        111,196   

Principal Financial Group, Inc.
1.85%, 11/15/17

     170        170,575   

Progressive Corp. (The)
6.70%, 6/15/37

     112        105,717   

Prudential Financial, Inc.
4.50%, 11/15/20

     239        261,904   

5.375%, 5/15/45

     200        203,300   

5.625%, 6/15/43

     74        77,128   

Series B
5.75%, 7/15/33

     135        154,063   

Reliance Standard Life Global Funding II
2.50%, 4/24/19(a)

     140        141,028   

Swiss Re Solutions Holding Corp.
7.00%, 2/15/26

     90        114,698   

UnitedHealth Group, Inc.
1.40%, 10/15/17

     245        246,147   

3.875%, 10/15/20

     170        184,213   

XLIT Ltd.
5.50%, 3/31/45

     70        68,450   

6.25%, 5/15/27

     75        87,099   
    

 

 

 
       4,962,955   
    

 

 

 

REITS – 5.1%

    

Alexandria Real Estate Equities, Inc.
3.90%, 6/15/23

     100        102,005   

Brixmor Operating Partnership LP
3.875%, 8/15/22

     65        65,698   

EPR Properties
5.25%, 7/15/23

     175        182,022   

Essex Portfolio LP
3.25%, 5/01/23

     56        56,582   

3.375%, 1/15/23

     125        127,064   

HCP, Inc.
6.70%, 1/30/18

     160        172,496   

Healthcare Trust of America Holdings LP
3.70%, 4/15/23

     140        138,822   

Hospitality Properties Trust
5.00%, 8/15/22

     210        222,116   

 

22     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Host Hotels & Resorts LP
Series D
3.75%, 10/15/23

   $ 91      $ 90,071   

Kimco Realty Corp.
6.875%, 10/01/19

     70        80,650   

Mid-America Apartments LP
3.75%, 6/15/24

     115        117,097   

Omega Healthcare Investors, Inc.
4.50%, 1/15/25

     108        105,268   

Realty Income Corp.
5.75%, 1/15/21

     210        238,287   

Simon Property Group LP
2.20%, 2/01/19

     183        186,775   

Trust F/1401
5.25%, 12/15/24(a)

     230        238,625   

Ventas Realty LP
4.125%, 1/15/26

     120        125,586   

Ventas Realty LP/Ventas Capital Corp.
2.00%, 2/15/18

     216        216,615   

Vornado Realty LP
5.00%, 1/15/22

     215        233,691   

Washington Real Estate Investment Trust
4.95%, 10/01/20

     140        148,666   

Welltower, Inc.
2.25%, 3/15/18

     107        107,957   

4.00%, 6/01/25

     85        87,164   

5.25%, 1/15/22

     140        155,201   
    

 

 

 
       3,198,458   
    

 

 

 
       22,673,874   
    

 

 

 

Utility – 4.0%

    

Electric – 3.7%

    

Berkshire Hathaway Energy Co.
6.125%, 4/01/36

     150        194,447   

CMS Energy Corp.
6.25%, 2/01/20

     165        188,822   

Consolidated Edison Co. of New York, Inc.
4.45%, 6/15/20

     100        109,744   

Series 07-A
6.30%, 8/15/37

     30        38,574   

Dominion Resources, Inc./VA
4.70%, 12/01/44

     135        143,705   

Duke Energy Corp.
2.10%, 6/15/18

     245        247,038   

Empresa Nacional de Electricidad SA/Chile
4.25%, 4/15/24

     33        34,593   

Entergy Corp.
4.00%, 7/15/22

     153        163,060   

Exelon Corp.
5.10%, 6/15/45(a)

     250        283,257   

 

AB CORPORATE INCOME SHARES       23   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Exelon Generation Co. LLC
4.00%, 10/01/20

   $ 185      $ 194,252   

4.25%, 6/15/22

     150        158,079   

Jersey Central Power & Light Co.
4.70%, 4/01/24(a)

     196        210,451   

Pacific Gas & Electric Co.
4.50%, 12/15/41

     50        55,614   

PacifiCorp
6.00%, 1/15/39

     70        90,990   

Potomac Electric Power Co.
6.50%, 11/15/37

     65        88,352   

Southern Power Co.
4.15%, 12/01/25

     97        101,334   

Trans-Allegheny Interstate Line Co.
3.85%, 6/01/25(a)

     15        15,727   
    

 

 

 
       2,318,039   
    

 

 

 

Natural Gas – 0.3%

    

AGL Capital Corp.
5.25%, 8/15/19

     105        113,822   

NiSource Finance Corp.
6.80%, 1/15/19

     100        112,763   
    

 

 

 
       226,585   
    

 

 

 
       2,544,624   
    

 

 

 

Total Corporates – Investment Grade
(cost $55,694,864)

       57,161,820   
    

 

 

 
    

GOVERNMENTS – TREASURIES – 4.8%

    

United States – 4.8%

    

U.S. Treasury Bonds
2.875%, 8/15/45

     205        213,897   

3.125%, 11/15/41-2/15/42

     565        622,983   

3.625%, 8/15/43-2/15/44

     1,560        1,877,835   

U.S. Treasury Notes
1.625%, 2/15/26

     140        137,572   

2.00%, 7/31/22

     210        216,037   
    

 

 

 

Total Governments – Treasuries
(cost $2,878,648)

       3,068,324   
    

 

 

 
    

CORPORATES – NON-INVESTMENT
GRADE – 1.1%

    

Industrial – 0.7%

    

Basic – 0.2%

    

Freeport-McMoRan, Inc.
3.55%, 3/01/22

     120        100,200   
    

 

 

 

Energy – 0.5%

    

Cenovus Energy, Inc.
5.70%, 10/15/19

     213        220,857   

 

24     AB CORPORATE INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Diamond Offshore Drilling, Inc.
4.875%, 11/01/43

   $ 90      $ 65,132   

Transocean, Inc.
7.125%, 12/15/21(d)

     45        36,675   
    

 

 

 
       322,664   
    

 

 

 
       422,864   
    

 

 

 

Financial Institutions – 0.2%

    

Banking – 0.1%

    

UniCredit Luxembourg Finance SA
6.00%, 10/31/17(a)

     100        103,867   
    

 

 

 

Finance – 0.1%

    

Navient Corp.
4.875%, 6/17/19

     46        44,068   
    

 

 

 
       147,935   
    

 

 

 

Utility – 0.2%

    

Electric – 0.2%

    

FirstEnergy Transmission LLC
4.35%, 1/15/25(a)

     115        121,952   
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $736,485)

       692,751   
    

 

 

 
    

QUASI-SOVEREIGNS – 0.8%

    

Quasi-Sovereign Bonds – 0.8%

    

Mexico – 0.8%

    

Petroleos Mexicanos
3.50%, 7/18/18-1/30/23

     372        351,674   

4.875%, 1/24/22

     95        95,713   

5.50%, 6/27/44

     15        13,200   

6.625%, 6/15/35

     70        71,050   
    

 

 

 

Total Quasi-Sovereigns
(cost $554,931)

       531,637   
    

 

 

 
     Shares        

PREFERRED STOCKS – 0.6%

    

Financial Institutions – 0.6%

    

Banking – 0.3%

    

US Bancorp
6.00%

     6,550        172,986   
    

 

 

 

Insurance – 0.3%

    

Allstate Corp. (The)
5.10%

     6,950        181,047   
    

 

 

 

Total Preferred Stocks
(cost $360,042)

       354,033   
    

 

 

 

 

AB CORPORATE INCOME SHARES       25   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

GOVERNMENTS – SOVEREIGN
AGENCIES – 0.2%

    

Brazil – 0.1%

    

Petrobras Global Finance BV
5.375%, 1/27/21

   $ 50      $ 44,437   
    

 

 

 

Colombia – 0.1%

    

Ecopetrol SA
5.875%, 9/18/23

     77        77,000   
    

 

 

 

Total Governments – Sovereign Agencies
(cost $129,539)

       121,437   
    

 

 

 
    

SHORT-TERM INVESTMENTS – 2.2%

    

Time Deposit – 2.2%

    

State Street Time Deposit
0.01%, 5/02/16
(cost $1,365,757)

     1,366        1,365,757   
    

 

 

 

Total Investments – 99.9%
(cost $61,720,266)

       63,295,759   

Other assets less liabilities – 0.1%

       46,634   
    

 

 

 

Net Assets – 100.0%

     $ 63,342,393   
    

 

 

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                   Rate Type        
Clearing Broker/
(Exchange)
   Notional
Amount
(000)
     Termination
Date
    

Payments
made

by the

Fund

     Payments
received
by the
Fund
    Unrealized
Appreciation/
(Depreciation)
 

Citigroup Global Markets, Inc./(CME Group)

   $     320         5/02/34         3 Month LIBOR         3.363   $     70,966   

Citigroup Global Markets, Inc./(CME Group)

     60         11/04/44         3 Month LIBOR         3.049     12,397   

Citigroup Global Markets, Inc./(CME Group)

         60         5/05/45         3 Month LIBOR         2.562     5,713   
             

 

 

 
              $     89,076   
             

 

 

 

 

26     AB CORPORATE INCOME SHARES

Portfolio of Investments


 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap Counterparty &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2016
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

           

Credit Suisse International

           

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

    1.00     1.05   $     34      $     (17   $     (288   $     271   

 

*   Termination date

INTEREST RATE SWAPS (see Note C)

 

                Rate Type      
Swap
Counterparty
  Notional
Amount
(000)
    Termination
Date
   

Payments
made

by the

Fund

  Payments
received
by the
Fund
  Unrealized
Appreciation/
(Depreciation)
 

Deutsche Bank AG

  $     600        6/10/43      3 Month LIBOR   3.191%   $ 138,466   

JPMorgan Chase Bank, NA

    350        6/10/33      3 Month LIBOR   3.027%     56,598   
         

 

 

 
          $     195,064   
         

 

 

 

 

(a)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2016, the aggregate market value of these securities amounted to $5,379,752 or 8.5% of net assets.

 

(b)   Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

 

(c)   Variable rate coupon, rate shown as of April 30, 2016.

 

(d)   Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2016.

Glossary:

CME Chicago Mercantile Exchange

LIBOR London Interbank Offered Rates

REIT Real Estate Investment Trust

See notes to financial statements.

 

AB CORPORATE INCOME SHARES       27   

Portfolio of Investments


STATEMENT OF ASSETS & LIABILITIES

April 30, 2016

 

Assets   

Investments in securities, at value (cost $61,720,266)

   $ 63,295,759   

Cash collateral due from broker

     31,488   

Interest receivable

     658,779   

Receivable for shares of beneficial interest sold

     332,529   

Receivable for investment securities sold

     212,948   

Unrealized appreciation on interest rate swaps

     195,064   

Receivable for variation margin on exchange-traded derivatives

     3,385   

Unrealized appreciation on credit default swaps

     271   
  

 

 

 

Total assets

     64,730,223   
  

 

 

 
Liabilities   

Payable for investment securities purchased

     1,105,019   

Dividends payable

     177,435   

Payable for shares of beneficial interest redeemed

     105,088   

Upfront premium received on credit default swaps

     288   
  

 

 

 

Total liabilities

     1,387,830   
  

 

 

 

Net Assets

   $     63,342,393   
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 57   

Additional paid-in capital

     62,712,796   

Undistributed net investment income

     54,153   

Accumulated net realized loss on investment transactions

     (1,284,517

Net unrealized appreciation on investments

     1,859,904   
  

 

 

 
   $ 63,342,393   
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 5,661,477 common shares outstanding)

   $ 11.19   
  

 

 

 

See notes to financial statements.

 

28     AB CORPORATE INCOME SHARES

Statement of Assets & Liabilities


STATEMENT OF OPERATIONS

Year Ended April 30, 2016

 

Investment Income      

Interest

   $     2,139,500      

Dividends

     18,686      

Other income

     1,055      
  

 

 

    

Total investment income

      $ 2,159,241   
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized loss on:

     

Investment transactions

        (414,903

Swaps

        (118,929

Net change in unrealized appreciation/depreciation of:

     

Investments

        (115,745

Swaps

        174,139   
     

 

 

 

Net loss on investment transactions

        (475,438
     

 

 

 

Net Increase in Net Assets from
Operations

      $     1,683,803   
     

 

 

 

See notes to financial statements.

 

AB CORPORATE INCOME SHARES       29   

Statement of Operations


STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,

2016
    Year Ended
April 30,
2015
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 2,159,241      $ 1,682,832   

Net realized gain (loss) on investment transactions

     (533,832     407,457   

Net change in unrealized appreciation/depreciation of investments

     58,394        461,999   
  

 

 

   

 

 

 

Net increase in net assets from operations

     1,683,803        2,552,288   
Dividends to Shareholders from     

Net investment income

     (2,163,375     (1,671,364
Transactions in Shares of Beneficial Interest     

Net increase (decrease)

     18,883,357        (1,931,634
  

 

 

   

 

 

 

Total increase (decrease)

     18,403,785        (1,050,710
Net Assets     

Beginning of period

     44,938,608        45,989,318   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $54,153 and $62,641, respectively)

   $     63,342,393      $     44,938,608   
  

 

 

   

 

 

 

See notes to financial statements.

 

30     AB CORPORATE INCOME SHARES

Statement of Changes in Net Assets


NOTES TO FINANCIAL STATEMENTS

April 30, 2016

 

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 an open-end, diversified management investment company. The Trust operates as a “series” company currently offering three separate portfolios: AB Corporate Income Shares (the “Portfolio”), AB Municipal Income Shares and AB Taxable Multi-Sector 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.

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

1. Security Valuation

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

 

AB CORPORATE INCOME SHARES       31   

Notes to Financial Statements


 

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. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio 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

 

32     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest 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, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

AB CORPORATE INCOME SHARES       33   

Notes to Financial Statements


 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2016:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Investment Grade

  $ – 0  –    $ 57,161,820      $ – 0  –    $ 57,161,820   

Governments – Treasuries

    – 0  –      3,068,324        – 0  –      3,068,324   

Corporates – Non-Investment Grade

    – 0  –      692,751        – 0  –      692,751   

Quasi-Sovereigns

    – 0  –      531,637        – 0  –      531,637   

Preferred Stocks

    354,033        – 0  –      – 0  –      354,033   

Governments – Sovereign Agencies

    – 0  –      121,437        – 0  –      121,437   

Short-Term Investments

    – 0  –      1,365,757        – 0  –      1,365,757   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    354,033        62,941,726        – 0  –      63,295,759   

Other Financial Instruments(a):

       

Assets:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      89,076        – 0  –      89,076 (b) 

Credit Default Swaps

    – 0  –      271        – 0  –      271   

Interest Rate Swaps

    – 0  –      195,064        – 0  –      195,064   

Liabilities

    – 0  –      – 0  –      – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(c)

  $   354,033      $   63,226,137      $   – 0  –    $   63,580,170   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   

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

 

(b)   

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

 

(c)   

There were no transfers between any levels during the reporting period.

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

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

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a

 

34     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

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

3. Taxes

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

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

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

 

AB CORPORATE INCOME SHARES       35   

Notes to Financial Statements


 

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

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

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

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2016 were as follows:

 

     Purchases      Sales  

Investment securities (excluding
U.S. government securities)

   $     35,537,253       $     17,663,543   

U.S. government securities

     17,271,594         16,638,179   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $      61,733,977   
  

 

 

 

Gross unrealized appreciation

   $ 1,996,650   

Gross unrealized depreciation

     (434,868
  

 

 

 

Net unrealized appreciation

   $ 1,561,782   
  

 

 

 

 

36     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by 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 Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio 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 Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio 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 Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio 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 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.

 

AB CORPORATE INCOME SHARES       37   

Notes to Financial Statements


 

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 a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio 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 Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-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 Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio 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 Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio 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 Portfolio 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 Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio 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

 

38     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

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 Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2016, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Portfolio 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 Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio 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 Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio 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 Portfolio for the same reference obligation with the same counterparty. As of April 30, 2016, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio 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 Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio 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 Portfolio.

 

AB CORPORATE INCOME SHARES       39   

Notes to Financial Statements


 

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, 2016, the Portfolio held credit default swaps for non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s 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.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction

 

40     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At April 30, 2016, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

Derivative Type

 

Statement of

Assets and

Liabilities

Location

  Fair Value    

Statement of

Assets and

Liabilities

Location

  Fair Value

Interest rate contracts

 

Receivable/Payable for variation margin on exchange-traded derivatives

 

$

89,076

   

Interest rate contracts

 

Unrealized appreciation on interest rate swaps

 

 

195,064

  

   

Credit contracts

  Unrealized appreciation on credit default swaps     271       
   

 

 

     

Total

    $     284,411       
   

 

 

     

 

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

 

Derivative Type

 

Location of Gain

or (Loss) on

Derivatives

Within 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   $ (133,106   $ 177,841   

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     14,177        (3,702
   

 

 

   

 

 

 

Total

    $     (118,929   $     174,139   
   

 

 

   

 

 

 

 

AB CORPORATE INCOME SHARES       41   

Notes to Financial Statements


 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended April 30, 2016:

 

Interest Rate Swaps:

  

Average notional amount

   $     1,038,462   

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 2,138,846   

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 54,011   

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2016:

 

Counterparty

  Derivative
Assets
Subject to a MA
    Derivative
Available
for Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount of
Derivatives
Assets
 

Exchange-Traded Derivatives:

  

 

Citigroup Global Markets, Inc.*

  $ 3,385      $ – 0  –    $ – 0  –    $ – 0  –    $ 3,385   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 3,385      $ – 0  –    $ – 0  –    $ – 0  –    $ 3,385   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

OTC Derivatives:

  

       

Deutsche Bank AG

  $     138,466      $     – 0  –    $     – 0  –    $     – 0  –    $     138,466   

JPMorgan Chase Bank, NA

    56,598        – 0  –      – 0  –      – 0  –      56,598   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 195,064      $ – 0  –    $ – 0  –    $ – 0  –    $ 195,064
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Counterparty

  Derivative
Liabilities
Subject to a MA
    Derivative
Available
for Offset
    Cash
Collateral
Pledged
    Security
Collateral
Pledged
    Net Amount of
Derivatives
Liabilities
 

OTC Derivatives:

  

 

Credit Suisse International

  $ 17      $ – 0  –    $ – 0  –    $ – 0  –    $ 17   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 17      $ – 0  –    $ – 0  –    $ – 0  –    $ 17
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Cash and securities have been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2016.

 

^   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.

 

42     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 Portfolio 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 Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio 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,
2016
     Year Ended
April 30,
2015
        Year Ended
April 30,
2016
   

Year Ended
April 30,

2015

     
  

 

 

   
Class A              

Shares sold

     2,748,692         425,490        $ 30,364,556      $ 4,856,525     

 

   

Shares redeemed

     (1,043,837      (602,104       (11,481,199     (6,788,159  

 

   

Net increase (decrease)

     1,704,855         (176,614     $ 18,883,357      $ (1,931,634  

 

   

NOTE E

Risks Involved in Investing in the Portfolio

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

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 Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

 

AB CORPORATE INCOME SHARES       43   

Notes to Financial Statements


 

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

Derivatives Risk—The Portfolio 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 Portfolio, 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 in the statement of assets and liabilities.

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

NOTE F

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2016 and April 30, 2015 were as follows:

 

     2016      2015  

Distributions paid from:

     

Ordinary income

   $ 2,163,375       $ 1,671,364   
  

 

 

    

 

 

 

Total distributions paid

   $     2,163,375       $     1,671,364   
  

 

 

    

 

 

 

As of April 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 248,985   

Accumulated capital and other losses

         (1,270,806 )(a) 

Unrealized appreciation/(depreciation)

     1,828,796 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 806,975 (c) 
  

 

 

 

 

(a)   

On April 30, 2016, the Portfolio had a capital loss carryforward of $704,752. During the fiscal year, the Portfolio utilized $18,316 of capital loss carryforwards to offset current year net realized gains. On April 30, 2016, the Porfolio had a post-October short-term capital loss deferral of $196,456 and a post-October long-term capital loss deferral of $369,598. These losses are deemed to arise on May 1, 2016.

 

(b)  

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

 

(c)   

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

 

44     AB CORPORATE INCOME SHARES

Notes to Financial Statements


 

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of April 30, 2016, the Portfolio had a net short-term capital loss carryforward of $704,752 which will expire in 2018.

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps resulted in a net decrease in undistributed net investment income and a net decrease in accumulated net realized loss on investment transactions. These reclassifications had no effect on net assets.

NOTE G

New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2015-07 (the “ASU”) which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share practical expedient but do not utilize that practical expedient. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE H

Subsequent Events

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

 

AB CORPORATE INCOME SHARES       45   

Notes to Financial Statements


FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2016     2015     2014     2013     2012  
 

 

 

 

Net asset value, beginning of period

    $  11.36        $  11.13        $  11.42        $  10.83        $  10.59   
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .39        .43        .42        .43        .46   

Net realized and unrealized gain (loss) on investment transactions

    (.16     .22        (.29     .59        .27   
 

 

 

 

Net increase in net asset value from operations

    .23        .65        .13        1.02        .73   
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.40     (.42     (.42     (.43     (.49
 

 

 

 

Net asset value, end of period

    $  11.19        $  11.36        $  11.13        $  11.42        $  10.83   
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    2.12  %      5.94  %*      1.31  %*      9.53  %*      7.02  % 

Ratios/Supplemental Data

         

Net assets, end of period
(000’s omitted)

    $63,342        $44,939        $45,989        $42,799        $46,848   

Ratio to average net assets of:

         

Net investment income

    3.60  %      3.76  %      3.89  %      3.79  %      4.42  % 

Portfolio turnover rate

    59  %      42  %      61  %      89  %      91  % 

 

(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 Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended April 30, 2015, April 30, 2014 and April 30, 2013 by 0.01%, 0.05% and 0.03%, respectively.

See notes to financial statements.

 

46     AB CORPORATE INCOME SHARES

Financial Highlights


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Trustees of AB Corporate Shares and Shareholders of AB Corporate Income Shares:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Corporate Income Shares (the “Portfolio”), one of the series constituting AB Corporate Shares, as of April 30, 2016, 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. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2016, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Corporate Income Shares, one of the series constituting AB Corporate Shares, at April 30, 2016, 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 the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

June 27, 2016

 

AB CORPORATE INCOME SHARES       47   

Report of Independent Registered Public Accounting Firm


2016 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended April 30, 2016.

For foreign shareholders, 81.67% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

For the taxable year ended April 30, 2016, the Portfolio designates $18,686 as the maximum amount that may be considered qualified dividend income for individual shareholders.

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 2017.

 

48     AB CORPORATE INCOME SHARES


BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1) , Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

  

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Philip L. Kirstein,

Senior Vice President and Independent Compliance Officer

Douglas J. Peebles, Senior Vice President

Shawn E. Keegan(2), Vice President

  

Ashish C. Shah(2), Vice President

Emilie D. Wrapp, Secretary

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
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

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

 

Transfer Agent

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

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

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

 

AB CORPORATE INCOME SHARES       49   

Board of Trustees


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 RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE
INTERESTED TRUSTEE    

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

56

(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.     110      None

 

50     AB CORPORATE INCOME SHARES

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE, AND
(YEAR FIRST ELECTED**)
 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE
DISINTERESTED TRUSTEES    

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as 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.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(2004)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.     110      None
     

 

AB CORPORATE INCOME SHARES       51   

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE, AND
(YEAR FIRST ELECTED**)
 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also 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 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

William H. Foulk, Jr., ##

83

(2004)

  Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None

 

52     AB CORPORATE INCOME SHARES

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE, AND
(YEAR FIRST ELECTED**)
 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

D. James Guzy, ##

80

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
     

Nancy P. Jacklin, ##

68

(2006)

  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 Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None

 

AB CORPORATE INCOME SHARES       53   

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE, AND
(YEAR FIRST ELECTED**)
 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

Garry L. Moody, ##

64

(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 the 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.     110      None
     

Earl D. Weiner, ##

76

(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.     110      None

 

54     AB CORPORATE INCOME SHARES

Trustees and Officers Information


 

*   The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 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.

 

AB CORPORATE INCOME SHARES       55   

Trustees and Officers Information


 

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

56

   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
71
   Senior Vice President and Independent Compliance Officer    Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
     
Douglas J. Peebles
50
   Senior Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2011.
     
Shawn E. Keegan
44
   Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2011.
     

Ashish C. Shah

45

   Vice President    Senior Vice President and Head of Global Credit at the Adviser** with which he has been associated since prior to 2011.
     
Emilie D. Wrapp
60
   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2011.
     
Joseph J. Mantineo
57
   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2011.
     

Phyllis J. Clarke

55

   Controller    Vice President of ABIS,** with which she has been associated since prior to 2011.
     

Vincent S. Noto

51

   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 prior to 2011.

 

 

*   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 or AB at 1-800-227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

56     AB CORPORATE INCOME SHARES

Trustees and Officers Information


 

 

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “trustees”) of AB Corporate Shares (the “Fund”) unanimously approved the continuance of the Advisory Agreement with the Adviser in respect of AB Corporate Income Shares (the “Portfolio”) at a meeting held on
November 3-5, 2015.

Prior to approval of the continuance of the Advisory Agreement in respect of the Portfolio, the trustees 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 independent of the Adviser, who advised on the relevant legal standards. The trustees also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Portfolio was reasonable. The trustees also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The trustees noted that the Portfolio 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 trustees also noted that no advisory fee is payable by the Portfolio, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Portfolio’s ordinary expenses. The trustees noted that the Fund 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 trustees further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Portfolio as an investment vehicle for their clients.

The trustees considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as trustees or directors 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 trustees and its responsiveness, frankness and attention to concerns raised by the trustees 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 trustees noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

 

AB CORPORATE INCOME SHARES       57   


 

 

The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage the Portfolio, and the overall arrangements between the Portfolio 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 trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determination included the following:

Nature, Extent and Quality of Services Provided

The trustees 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 Portfolio. They also noted the professional experience and qualifications of the Portfolio’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 Portfolio’s other service providers, also was considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The trustees considered that while the Adviser does not receive any advisory fee or expense reimbursement from the Portfolio, it does receive fees paid by the Sponsors. They also noted that the Adviser bears certain costs in providing services to the Portfolio and in paying its ordinary expenses. The trustees 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 trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio. The trustees recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors, including, in the case of the Portfolio, the fact that it does not pay an advisory fee. The trustees focused on the profitability of the Adviser’s relationship with the Portfolio before taxes. The trustees noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2013 or 2014.

 

58     AB CORPORATE INCOME SHARES


 

 

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio. The trustees noted that the Adviser is compensated by the Sponsors. The trustees understood that the Adviser might also derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2015 meeting, the trustees reviewed information prepared by Broadridge showing the performance of the Portfolio as compared with that of funds selected by Broadridge (the “Performance Universe”), and information prepared by the Adviser showing the Portfolio’s performance as compared with the Barclays U.S. Credit Bond Index (the “Index”), in each case for the 1-, 3- and 5-year periods ended July 31, 2015, and (in the case of comparisons with the Index) the period since inception (December 2006 inception). The trustees noted that, on a gross return basis, the Portfolio was in the 4th quintile of the Performance Universe for the 1-year period, and in the 2nd quintile of the Performance Universe for the 3- and 5-year periods. The Portfolio outperformed the Index in all periods. The trustees were cognizant that the Portfolio 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 Portfolio. The trustees had asked the Adviser to provide information showing the weighting of the Portfolio in representative SMAs and the overall performance of those SMAs versus their stated benchmarks. The materials provided to the trustees in respect of the Portfolio included its weighting in the AllianceBernstein Strategic Research Balanced SMA and the performance of that SMA relative to a blended index consisting of 50% Standard & Poor’s 500 Index and 50% Barclays Capital Government/Credit Index (the “BCG/CI”) and against the BCG/CI. The trustees noted that the SMA showed generally favorable performance relative to its two benchmarks. Based on their review, the trustees concluded that the Portfolio’s relative performance was satisfactory.

Advisory Fees

The trustees considered the advisory fee rate paid by the Portfolio to the Adviser (zero) and information provided by Broadridge showing the fees paid by other fund families used in wrap fee programs similar to that of the Portfolio. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The trustees noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated

 

AB CORPORATE INCOME SHARES       59   


 

 

by the Sponsors for its services to the Portfolio. The trustees 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 trustees acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Portfolio paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Portfolio (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to portfolio management at the Portfolio level is the same for all Sponsors. The trustees 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 trustees that there were no institutional products managed by it that have a substantially similar investment style.

Since the Portfolio does not bear ordinary expenses, the trustees did not consider comparative expense information.

Economies of Scale

Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolio and the Portfolio’s expense ratio is zero, the trustees did not consider the extent to which fee levels in the Advisory Agreement reflect economies of scale. 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.

 

60     AB CORPORATE INCOME SHARES


 

 

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

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

The Senior Officer’s evaluation considered the following factors:

 

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

 

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

 

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

 

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

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation

 

1   The Senior Officer’s fee evaluation was completed on October 22, 2015 and discussed with the Board of Trustees on November 3-5, 2015.

 

2   Future references to the Portfolio do not include “AB.”

 

AB CORPORATE INCOME SHARES       61   


 

 

of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO’S EXEMPTION FROM ADVISORY FEES OR EXPENSES

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

The Portfolio’s net assets on September 30, 2015 are set forth below:

 

Portfolio  

9/30/15

Net Assets ($MM)

Corporate Income Shares   $    61.4

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

 

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service

 

3   Jones v. Harris at 1427.
4   The wrap program providers that offer SMAs currently employ the Adviser as one of several investment managers, and compensate the Adviser on the basis of all SMA assets managed by it, which would include assets of Corporate Income Shares.

 

62     AB CORPORATE INCOME SHARES


 

 

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

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

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

 

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

Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other

 

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

 

AB CORPORATE INCOME SHARES       63   


 

 

investment advisers.6,7,8 Each peer selected by Lipper had a similar fee arrangement as the Portfolio, which is to say that with respect to the Portfolio’s peers, all of their fund expenses, including management fees, were reimbursed by their respective investment advisers.9

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

 

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

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

 

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

 

7   On June 5, 2015, Broadridge acquired the Fiduciary Services and Competitive Intelligence unit, i.e., the group responsible for providing the Portfolio’s 15(c) reports, from Thomson Reuters’ Lipper division. The group that maintains Lipper’s expense and performance databases and investment classifications/objectives remain a part of Thomson Reuters’ Lipper division. Accordingly, the Portfolio’s investment classification/objective continued to be determined by Lipper.

 

8   Only zero fee no-load funds that participate in a wrap fee program were considered for inclusion in the Fund’s EG, regardless of the Lipper investment classification/objective of the Funds’ peers. The Fund’s EG peers include two BBB-rated Corporate Debt (“BBB” funds, three Multi-Sector Income (“MSI”) funds, one Short-Intermediate Investment Grade Debt (“SII”) fund, four General Bond (“GB”) funds, two Core Bond (“IID”) funds, one General & Insured Municipal Debt (“GM”) fund, one Inflation-Protected Bond (“IUT”) fund, two Global Income (“GLI”) funds, and one Intermediate Municipal Debt (“IMD”) fund. The Fund is classified by Lipper as a BBB fund.

 

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

 

64     AB CORPORATE INCOME SHARES


 

 

 

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

The profitability information for the Portfolio, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Portfolio does not pay an advisory fee to the Adviser. However, the Adviser does profit indirectly through the advisory fees that it receives from the wrap program providers whose SMA clients invest in the Portfolio. The Adviser’s profitability with respect to the Portfolio, which was negative in 2014, was calculated using a weighted average of the profitability of the relevant SMA assets, in addition to any fund specific revenue or expense items.

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

 

V. POSSIBLE ECONOMIES OF SCALE

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

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

 

AB CORPORATE INCOME SHARES       65   


 

 

Previously, in February 2008, the independent consultant provided the Board of Trustees an update of the Deli10 study on advisory fees and various fund characteristics.11 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.12 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

 

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

With assets under management of approximately $463 billion as of September 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Broadridge, shows the 1,3 and 5 year gross performance returns and rankings of the Portfolio relative to its Broadridge Performance Universe (“PU”)13 for the period ended July 31, 2015:

 

    

Portfolio

Return
(%)

    PU
Median
(%)
    PU
Rank

Corporate Income Shares

     

1 Year

    2.27        2.74      12/16

3 Year

    3.40        2.88      4/13

5 Year

    5.47        5.24      4/11

 

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

 

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

 

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

 

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

 

66     AB CORPORATE INCOME SHARES


 

 

Set forth below are the 1, 3 and 5 year and since inception net performance returns of the Portfolio (in bold)14 versus its benchmark.15 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.16

 

                   Period Ending July 31, 2015
Annualized Net Performance
               
    

1 Year

(%)

   

3 Year

(%)

    5 Year
(%)
   

Since
Inception

(%)

   

Volatility

(%)

    Sharpe
(%)
    Risk
Period
(Year)
 
Corporate Income Shares     2.27        3.40        5.47        6.30        4.34        1.22        5   
Barclays Capital U.S. Credit Index     1.61        2.33        4.67        5.47        4.10        1.11        5   
Inception Date: December 11, 2006       

CONCLUSION:

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

Dated: November 25, 2015

 

14   The performance returns of the Portfolio were provided Broadridge.

 

15   The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2015.

 

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

 

AB CORPORATE INCOME SHARES       67   


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

AB FAMILY OF FUNDS

 

US EQUITY

 

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

 

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

International Strategic Core Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

Asia ex-Japan 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

FIXED INCOME (continued)

 

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

 

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

 

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

 

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

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

 

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Exchange Reserves is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

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.abglobal.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

68     AB CORPORATE INCOME SHARES

AB Family of Funds


LOGO

AB CORPORATE INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

 

CIS-0151-0416                 LOGO


APR    04.30.16

LOGO

 

ANNUAL REPORT

AB MUNICIPAL INCOME SHARES


 

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.abglobal.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 recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.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 on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AB publishes full portfolio holdings for the Fund monthly at www.abglobal.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.


June 24, 2016

 

Annual Report

This report provides management’s discussion of fund performance for AB Municipal Income Shares (the “Fund”) for the annual reporting period ended April 30, 2016. 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 AllianceBernstein L.P. (the “Adviser”).

Investment Objectives and Policies

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. The Fund pursues its objective by investing principally in high-yielding municipal securities that may be non-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 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.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Barclays Municipal Bond Index, for the six- and 12-month periods ended April 30, 2016.

 

 

AB MUNICIPAL INCOME SHARES       1   


The Fund outperformed the benchmark for both the six- and 12-month periods. The Fund is used generally to provide exposure to lower rated municipal bonds within separately managed account strategies. As such, the Fund is overweight in lower-rated (non-investment grade) bonds relative to the broad municipal market, as represented by the benchmark (which is 100% investment grade). This overweight was beneficial to performance during both periods.

An overweight in the health care sector and underweight in pre-refunded and state general obligation (“GO”) sectors contributed to performance, relative to the benchmark. Security selection in the transportation and industrial sectors contributed to performance and security selection in local GO bonds was a detractor for both periods. Security selection in the health care sector also contributed to performance for the 12-month period.

The Fund’s use of derivatives in the form of credit default swaps for investment purposes contributed to absolute performance over the six-month period and had no material impact on performance during the 12-month period. Interest rate swaps used for hedging and investment purposes, and inflation (“CPI”) swaps, used for hedging purposes, had no material impact on performance during either period.

Market Review and Investment Strategy

Intermediate- and long-maturity bonds had strong returns over both periods, as falling global commodity prices and

slowing economic growth drove yields lower. Shorter-maturity bonds underperformed as the US Federal Reserve increased the Federal Funds rate above its zero target to 0.25% for the first time since 2008. Across fixed-income sectors, municipals had strong performance due primarily to a combination of continued investor demand and limited supply. The total volume of outstanding municipal bonds has declined since 2010, unlike the corporate and Treasury markets which have seen an increase in issuance. Municipal credit continued to do well, in the opinion of the Fund’s Senior Investment Management Team (the “Team”), as economic growth and tax receipts are correlated, which has caused tax revenues for state and local governments to hit all-time highs. State and local governments have kept payrolls and expenditures in check as government employment is approximately 500,000 below the peak during the financial crisis. The Team continues to overweight credit (municipal bonds rated A and below) in the Fund.

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 fund 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

 

 

2     AB MUNICIPAL INCOME SHARES


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, 2016, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 1.56% and 0.04%, respectively.

On June 23, 2016, the UK voted to leave the European Union (“EU”) in a popular referendum. At this moment in time, the UK remains a member of the EU and the rules and regulations remain unchanged, as do all the protections in place. Exactly how the UK’s role in the EU will change will become clear over time. The Adviser continues to monitor the heightened market volatility.

 

 

AB MUNICIPAL INCOME SHARES       3   


DISCLOSURES AND RISKS

Benchmark Disclosure

The Barclays Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Barclays Municipal Bond Index represents the performance of the long-term tax-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. 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.

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. The Fund may be subject to a heightened risk of rising interest rates due to the current period of historically low interest rates and the potential effect of government fiscal and central bank monetary policy initiatives, including Federal Reserve actions, and market reactions to such actions. 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 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.

 

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

 

4     AB MUNICIPAL INCOME SHARES

Disclosures and Risks


DISCLOSURES AND RISKS

(continued from previous page)

 

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

 

AB MUNICIPAL INCOME SHARES       5   

Disclosures and Risks


HISTORICAL PERFORMANCE

 

        

THE FUND VS. ITS BENCHMARK

PERIODS ENDED APRIL 30, 2016 (unaudited)

  NAV Returns      
  6 Months        12 Months       
AB Municipal Income Shares     6.08%           8.69%     

 

   

 

Barclays Municipal Bond Index     3.55%           5.29%     

 

        

GROWTH OF A $10,000 INVESTMENT IN THE FUND

9/1/2010* TO 4/30/2016 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Municipal Income Shares (from 9/1/2010* to 4/30/2016) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

*   Inception date: 9/1/2010.

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

(Historical Performance continued on next page)

 

6     AB MUNICIPAL INCOME SHARES

Historical Performance


HISTORICAL PERFORMANCE

(continued from previous page)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2016 (unaudited)  
     NAV Returns  
  

1 Year

     8.69

5 Years

     9.97

Since Inception*

     7.89
  

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2016 (unaudited)

 
    

SEC Returns

 
  

1 Year

     6.84

5 Years

     10.11

Since Inception*

     7.76

The prospectus fee table shows the fees and the total Fund operating expenses of the Fund as 0.00% (excluding interest expense of 0.01%) because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

*   Inception date: 9/1/2010.

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

 

AB MUNICIPAL INCOME SHARES       7   

Historical Performance


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, 2015
     Ending
Account Value
April 30, 2016
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Actual

   $     1,000       $     1,060.80       $     0.05         0.01

Hypothetical**

   $ 1,000       $ 1,024.81       $ 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 182/366 (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.

 

8     AB MUNICIPAL INCOME SHARES

Expense Example


PORTFOLIO SUMMARY

April 30, 2016 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $1,112.5

 

LOGO

 

*   All data are as of April 30, 2016. 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 Standard & Poor’s Ratings Services (“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, the pre-refunded category includes bonds which are secured by US government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non-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 of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

AB MUNICIPAL INCOME SHARES       9   

Portfolio Summary


PORTFOLIO OF INVESTMENTS

April 30, 2016

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 95.7%

    

Long-Term Municipal Bonds – 95.7%

    

Alabama – 3.2%

    

Alabama Special Care Facilities Financing Authority-Birmingham AL
(Methodist Home for the Aging)
Series 2016-2015-1
5.75%, 6/01/35-6/01/45

   $ 4,650      $ 4,763,827   

County of Jefferson AL
(County of Jefferson AL Sch Warrants)
Series 2004A
5.00%, 1/01/24

     2,000        2,016,920   

County of Jefferson AL Sewer Revenue
Series 2013D
6.00%, 10/01/42

     11,645        13,633,850   

Cullman County Health Care Authority
(Cullman Regional Medical Center, Inc.)
Series 2009A
7.00%, 2/01/36

     400        437,308   

Infirmary Health System Special Care Facilities Financing Authority of Mobile
Series 2016A
5.00%, 2/01/36-2/01/41

     10,000        11,518,700   

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Health Services, Inc.)
Series 2012
5.00%, 12/01/31

     3,000        3,349,920   
    

 

 

 
       35,720,525   
    

 

 

 

Alaska – 1.0%

    

City of Koyukuk AK
(Tanana Chiefs Conference)
Series 2011
7.75%, 10/01/41

     100        113,325   

State of Alaska International Airports System
Series 2016B
5.00%, 10/01/33-10/01/34(a)

     9,000        10,516,145   
    

 

 

 
       10,629,470   
    

 

 

 

Arizona – 2.4%

    

Arizona Health Facilities Authority
(Beatitudes Campus (The))
Series 2007
5.10%, 10/01/22

     180        181,030   

5.20%, 10/01/37

     5,070        5,073,042   

Arizona Sports & Tourism Authority
Series 2012A
5.00%, 7/01/29

     3,670        4,156,972   

 

10     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Mesa AZ Utility System Revenue
Series 2016
4.00%, 7/01/31-7/01/32

   $ 10,600      $ 11,949,082   

Industrial Development Authority of the City of Phoenix (The)
(Great Hearts Academies)
Series 2014
5.00%, 7/01/44

     3,875        4,195,540   

Mohave County Industrial Development Authority
(Mohave Prison LLC)
Series 2008
8.00%, 5/01/25

     100        112,147   

Quechan Indian Tribe of Fort Yuma
Series 2012A
9.75%, 5/01/25

     100        114,903   

Salt Verde Financial Corp.
(Citigroup, Inc.)
Series 2007
5.00%, 12/01/37

     150        186,478   

University of Arizona
Series 2014
5.00%, 8/01/33

     1,000        1,187,580   
    

 

 

 
       27,156,774   
    

 

 

 

California – 10.9%

    

Abag Finance Authority for Nonprofit Corps.
(Episcopal Senior Communities)
Series 2011
6.125%, 7/01/41

     100        115,603   

Anaheim Public Financing Authority
(City of Anaheim CA Lease)
Series 2014A
5.00%, 5/01/31

     1,460        1,764,030   

Bay Area Toll Authority
Series 2013S
5.00%, 4/01/27

     1,000        1,205,540   

California Educational Facilities Authority
(Chapman University)
Series 2015
5.00%, 4/01/31-4/01/34

     11,845        14,157,523   

California Educational Facilities Authority
(University of the Pacific)
Series 2012A
5.00%, 11/01/42

     100        112,208   

California Municipal Finance Authority
Series 2011B
7.75%, 4/01/31 (Pre-refunded/ETM)

     85        107,375   

 

AB MUNICIPAL INCOME SHARES       11   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Municipal Finance Authority
(Goodwill Industries of Sacramento Valley & Northern Nevada, Inc.)
Series 2012A
6.625%, 1/01/32(b)

   $ 1,000      $ 1,131,140   

Series 2014
5.00%, 1/01/35

     1,335        1,355,546   

California Municipal Finance Authority
(Partnerships Uplift Cmnty Proj)
Series 2012A
5.30%, 8/01/47

     1,025        1,082,246   

California Municipal Finance Authority
(Rocketship Education)
Series 2014A
7.00%, 6/01/34

     1,200        1,360,380   

7.25%, 6/01/43

     2,075        2,349,979   

California Municipal Finance Authority
(Rocketship Seven-Alma Academy)
Series 2012A
6.25%, 6/01/43

     765        837,568   

California Pollution Control Financing Authority
(Poseidon Resources Channelside LP)
Series 2012
5.00%, 11/21/45(b)

     6,405        7,040,760   

California School Finance Authority
(Partnerships Uplift Cmnty Valley Proj)
Series 2014A
6.40%, 8/01/34

     3,000        3,470,760   

California School Finance Authority
(TRI Valley Learning Corp.)
Series 2012A
7.00%, 6/01/47

     740        799,178   

California Statewide Communities Development Authority
(Eskaton Properties, Inc. Obligated Group)
Series 2012
5.25%, 11/15/34

     530        575,029   

California Statewide Communities Development Authority
(Front Porch Communities & Services)
Series 2007A
5.125%, 4/01/37(b)

     100        101,599   

California Statewide Communities Development
Authority
(Loma Linda University Medical Center)
Series 2016A
5.00%, 12/01/46(a)

     2,500        2,722,550   

5.25%, 12/01/56(a)

     5,000        5,456,900   

 

12     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Statewide Communities Development Authority
(Moldaw Residences)
Series 2014A
5.25%, 11/01/44

   $ 1,200      $ 1,232,244   

California Statewide Communities Development Authority
(Rocketship Four-Mosaic Elementary)
Series 2011A
8.50%, 12/01/41

     100        119,633   

California Statewide Communities Development Authority
(Rocklin Academy)
Series 2011A
8.25%, 6/01/41

     140        168,003   

California Statewide Communities Development Authority
(Terraces at San Joaquin Gardens (The))
Series 2012A
6.00%, 10/01/47

     250        268,078   

City of Roseville CA
(HP Campus Oaks Community Facilities District No 1)
Series 2016
5.50%, 9/01/46

     1,000        1,063,940   

City of San Buenaventura CA
(Community Memorial Health System)
Series 2011
7.50%, 12/01/41

     100        121,054   

City of San Jose CA Airport Revenue
AMBAC Series 2007A
5.00%, 3/01/37

     100        102,823   

Golden State Tobacco Securitization Corp.
Series 2007A-1
5.125%, 6/01/47

     13,970        13,661,403   

Los Angeles CA Dept Wtr Pwr
5.00%, 7/01/31(c)

     1,000        1,218,500   

Los Angeles Department of Water & Power WTR
Series 2016A
5.00%, 7/01/41

     5,000        6,023,700   

Oakland Unified School District/Alameda County
Series 2015A
5.00%, 8/01/30-8/01/40

     6,215        7,238,246   

 

AB MUNICIPAL INCOME SHARES       13   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

San Francisco City & County Redevelopment Agency
(Mission Bay South Public Imp)
Series 2013A
5.00%, 8/01/31

   $ 1,000      $ 1,126,360   

San Francisco City & County Redevelopment Agency
(Successor Agency to the Redev of San Francisco – Mission Bay South)
NATL Series 2016C
5.00%, 8/01/41

     1,250        1,498,262   

San Joaquin Hills Transportation Corridor Agency
Series 2014A
5.00%, 1/15/44

     1,450        1,592,404   

Series 2014B
5.25%, 1/15/44

     1,000        1,115,890   

Saugus/Hart School Facilities Financing Authority
(Saugus Union School District Community Facilities District No 06-01)
Series 2016
5.00%, 9/01/41-9/01/46

     2,500        2,796,150   

Southern California Logistics Airport Authority
XLCA Series 2006
5.00%, 12/01/36-12/01/43

     1,685        1,666,228   

State of California
Series 2016
4.00%, 9/01/33-9/01/35

     18,000        20,152,350   

5.00%, 9/01/34

     7,500        9,265,950   

University of California CA Revenues
5.00%, 5/15/33(c)

     1,000        1,202,380   

West Contra Costa Healthcare District
Series 2011
6.25%, 7/01/42

     3,375        3,879,765   
    

 

 

 
       121,259,277   
    

 

 

 

Colorado – 1.8%

    

Colorado Educational & Cultural Facilities Authority
(Skyview Academy)
Series 2014
5.125%, 7/01/34(b)

     775        834,024   

5.375%, 7/01/44(b)

     1,360        1,446,156   

Colorado Health Facilities Authority
(Catholic Health Initiatives)
Series 2013
5.25%, 1/01/40

     5,910        6,706,904   

 

14     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Colorado Health Facilities Authority
(Evangelical Lutheran Good Samaritan Obligated Group)
Series 2012
5.00%, 12/01/42

   $ 2,910      $ 3,166,866   

Colorado Health Facilities Authority
(Parkview Medical Center, Inc. Obligated Group)
Series 2015B
5.00%, 9/01/30

     1,150        1,321,707   

Colorado Health Facilities Authority
(Sunny Vista Living Center)
Series 2015A
6.25%, 12/01/50(b)

     1,000        1,032,650   

Copperleaf Metropolitan District No 2
Series 2015
5.75%, 12/01/45

     1,000        1,050,630   

E-470 Public Highway Authority
Series 2010C
5.375%, 9/01/26

     1,000        1,121,050   

Plaza Metropolitan District No 1
Series 2013
5.00%, 12/01/40(b)

     1,500        1,571,790   

Regional Transportation District
(Denver Transit Partners LLC)
Series 2010
6.00%, 1/15/41

     200        229,438   

Sterling Ranch Community Authority Board
Series 2015A
5.75%, 12/01/45

     1,000        1,006,650   
    

 

 

 
       19,487,865   
    

 

 

 

Connecticut – 2.3%

    

Connecticut State Health & Educational Facility Authority
(Fairfield University)
Series 2016Q
5.00%, 7/01/46

     8,000        9,292,880   

Connecticut State Health & Educational Facility Authority
(Quinnipiac University)
Series 2015L
5.00%, 7/01/45

     5,750        6,580,530   

Connecticut State Health & Educational Facility Authority
(Seabury Retirement Community)
Series 2016A
5.00%, 9/01/46-9/01/53(b)

     2,475        2,631,330   

 

AB MUNICIPAL INCOME SHARES       15   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

State of Connecticut
Series 2013E
5.00%, 8/15/31(c)

   $ 1,000      $ 1,192,580   

State of Connecticut Special Tax Revenue
Series 2012
5.00%, 1/01/31

     5,000        5,886,300   
    

 

 

 
       25,583,620   
    

 

 

 

Delaware – 0.4%

    

Delaware State Economic Development Authority
(Delaware Military Academy, Inc.)
Series 2014
5.00%, 9/01/44-9/01/49

     2,440        2,640,146   

Delaware State Economic Development Authority
(Newark Charter School, Inc.)
Series 2012
5.00%, 9/01/42

     1,310        1,380,177   
    

 

 

 
       4,020,323   
    

 

 

 

District of Columbia – 0.3%

    

District of Columbia
(Center for Strategic International Studies, Inc.)
Series 2011
6.625%, 3/01/41

     100        113,662   

District of Columbia
(Friendship Public Charter School, Inc.)
Series 2012
5.00%, 6/01/42

     1,420        1,559,842   

Series 2016A
5.00%, 6/01/46

     1,400        1,544,438   
    

 

 

 
       3,217,942   
    

 

 

 

Florida – 9.0%

    

Alachua County Health Facilities Authority
(Bonita Springs Retirement Village, Inc.)
Series 2011A
8.125%, 11/15/46

     100        118,270   

Alachua County Health Facilities Authority
(East Ridge Retirement Village, Inc.)
Series 2014
6.25%, 11/15/44

     1,100        1,211,364   

Alachua County Health Facilities Authority
(Oak Hammock at the University of Florida, Inc.)
Series 2012A
8.00%, 10/01/46

     435        534,776   

 

16     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Alachua County Health Facilities Authority
(Shands Teaching Hospital and Clinics Obligated Group)
Series 2014A
5.00%, 12/01/44

   $ 1,000      $ 1,124,690   

Bexley Community Development District
Series 2016
4.875%, 5/01/47

     1,000        989,740   

Brevard County Health Facilities Authority
(Health First, Inc. Obligated Group)
Series 2014
5.00%, 4/01/33

     1,000        1,151,240   

Cape Coral Health Facilities Authority
(Gulf Care, Inc. Obligated Group)
Series 2015
5.875%, 7/01/40(b)

     1,400        1,440,306   

6.00%, 7/01/45-7/01/50(b)

     4,015        4,141,587   

Capital Trust Agency, Inc.
(Million Air One LLC)
Series 2011
7.75%, 1/01/41(d)

     6,795        6,109,928   

Citizens Property Insurance Corp.
Series 2012A
5.00%, 6/01/22

     6,725        8,056,483   

Series 2015A
5.00%, 6/01/20

     10,000        11,352,100   

City of Lakeland FL
(Florida Southern College)
Series 2012A
5.00%, 9/01/37-9/01/42

     2,350        2,489,341   

City of Lakeland FL
(Lakeland Regional Medical Center Obligated Group)
Series 2015
5.00%, 11/15/40

     5,610        6,372,062   

City of Tampa FL Solid Waste System Revenue
Series 2013
5.00%, 10/01/21

     3,000        3,490,890   

Collier County Industrial Development Authority
(Arlington of Naples (The))
Series 2014A
8.125%, 5/15/44(b)

     2,000        2,365,600   

County of Miami-Dade FL Aviation Revenue
Series 2014A
5.00%, 10/01/33

     10,000        11,508,400   

Series 2015A
5.00%, 10/01/31

     1,100        1,292,951   

 

AB MUNICIPAL INCOME SHARES       17   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Florida Development Finance Corp.
(Tuscan Isle ChampionsGate Obligated Group)
Series 2016A
6.375%, 6/01/46(b)

   $ 1,400      $ 1,407,658   

Florida Development Finance Corp.
(Tuscan Isle Obligated Group)
Series 2015A
7.00%, 6/01/35-6/01/45(b)

     2,900        3,075,661   

Lakewood Ranch Stewardship District
(Villages of Lakewood Ranch South Project)
Series 2016
5.125%, 5/01/46

     1,115        1,148,851   

Marshall Creek Community Development District
(Marshall Creek Community Development District 2015A)
Series 2015A
5.00%, 5/01/32

     1,680        1,725,293   

Martin County Health Facilities Authority
(Martin Memorial Medical Center, Inc.)
Series 2012
5.50%, 11/15/32-11/15/42

     1,950        2,189,536   

Martin County Industrial Development Authority
(Indiantown Cogeneration LP)
Series 2013
4.20%, 12/15/25

     1,150        1,173,920   

Miami Beach Health Facilities Authority
(Mount Sinai Medical Center of Florida, Inc.)
Series 2012
5.00%, 11/15/29

     2,885        3,263,223   

Series 2014
5.00%, 11/15/39

     2,000        2,255,740   

Miami-Dade County Expressway Authority
Series 2014A
5.00%, 7/01/34

     4,000        4,685,440   

Mid-Bay Bridge Authority
Series 2011A
7.25%, 10/01/40 (Pre-refunded/ETM)

     80        105,566   

Series 2015A
5.00%, 10/01/40

     2,000        2,231,860   

Series 2015C
5.00%, 10/01/35-10/01/40

     2,750        3,066,065   

Palm Beach County Health Facilities Authority
Series 2007
5.875%, 11/15/37 (Pre-refunded/ETM)

     100        107,705   

Reedy Creek Improvement District
Series 2013A
5.00%, 6/01/24

     3,000        3,697,770   

 

18     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Town of Davie FL
(Nova Southeastern University, Inc.)
Series 2013A
5.625%, 4/01/43

   $ 3,765      $ 4,496,615   

Volusia County School Board COP
Series 2014B 5.00%, 8/01/31

     1,625        1,913,909   
    

 

 

 
       100,294,540   
    

 

 

 

Georgia – 0.8%

    

Cedartown Polk County Hospital Authority
Series 2016
5.00%, 7/01/39

     4,000        4,571,560   

City of Atlanta Department of Aviation
(Hartsfield Jackson Atlanta Intl Airport)
Series 2012A
5.00%, 1/01/31

     1,390        1,619,294   

Series 2014A
5.00%, 1/01/33

     1,820        2,154,771   
    

 

 

 
       8,345,625   
    

 

 

 

Idaho – 0.2%

    

Idaho Health Facilities Authority
(The Terraces at Boise)
Series 2014A
8.00%, 10/01/44

     2,050        2,280,277   

Idaho Housing & Finance Association
(Battelle Energy Alliance LLC)
Series 2010A
7.00%, 2/01/36

     200        235,004   
    

 

 

 
       2,515,281   
    

 

 

 

Illinois – 10.9%

    

Chicago Board of Education
Series 2012A
5.00%, 12/01/42

     1,550        1,259,251   

Series 2015C
5.25%, 12/01/39

     7,525        6,287,062   

Series 2016A
7.00%, 12/01/44

     3,325        3,141,260   

Chicago O’Hare International Airport
Series 2015C
5.00%, 1/01/34

     1,665        1,892,705   

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
Series 2011
5.25%, 12/01/23

     4,285        4,935,506   

Chicago Transit Authority
(City of Chicago IL Fed Hwy Grant) AGC
Series 2008
5.00%, 6/01/18

     1,170        1,254,837   

 

AB MUNICIPAL INCOME SHARES       19   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Chicago IL
(Goldblatts Supportive Living Project)
Series 2013
6.375%, 12/01/52(e)

   $ 1,050      $ 1,006,320   

Series 2015
6.00%, 12/01/30(f)(g)

     2,320        2,371,365   

Illinois Finance Authority
(Ascension Health Credit Group)
Series 2012A
5.00%, 11/15/42

     3,600        4,062,168   

Illinois Finance Authority
(Greenfields of Geneva)
Series 2010A
8.125%, 2/15/40(d)

     3,000        2,395,200   

Illinois Finance Authority
(Illinois Institute of Technology)
Series 2006A
5.00%, 4/01/19-4/01/36

     465        462,551   

Illinois Finance Authority
(Lake Forest College)
Series 2012A
6.00%, 10/01/48

     400        433,296   

Illinois Finance Authority
(Lutheran Home & Services Obligated Group)
Series 2012
5.75%, 5/15/46

     2,010        2,106,781   

Illinois Finance Authority
(Park Place of Elmhurst)
Series 2016A
6.20%, 5/15/30

     625        628,786   

6.33%, 5/15/48

     829        829,140   

6.44%, 5/15/55

     1,998        1,998,419   

Series 2016C
2.00%, 5/15/55(e)

     609        21,388   

Illinois Finance Authority
(Plymouth Place, Inc.)
Series 2013
6.00%, 5/15/43

     3,500        3,887,310   

Series 2015
5.25%, 5/15/50

     2,000        2,066,780   

Illinois Finance Authority
(Silver Cross Hospital Obligated Group)
Series 2015C
5.00%, 8/15/35

     4,750        5,382,652   

Illinois Municipal Electric Agency
Series 2015A
5.00%, 2/01/22

     6,700        7,944,726   

 

20     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois State Toll Highway Authority
Series 2015A
5.00%, 1/01/31-1/01/32

   $ 3,125      $ 3,732,288   

Series 2015B
5.00%, 1/01/36-1/01/40

     5,250        6,170,446   

Series 2016A
5.00%, 12/01/32

     7,000        8,419,880   

Metropolitan Pier & Exposition Authority
Series 2015B
5.00%, 12/15/45

     13,300        14,485,296   

State of Illinois
Series 2012
5.00%, 8/01/21-3/01/31

     11,760        13,053,815   

Series 2014
5.00%, 5/01/31-5/01/35

     8,985        9,690,153   

Village of Antioch IL
(Village of Antioch IL Spl Tax)
Series 2016A
4.50%, 3/01/33

     4,400        4,399,736   

Series 2016B
7.00%, 3/01/33

     1,910        1,909,733   

Village of Pingree Grove IL Special Service Area No 7
Series 2015A
4.50%, 3/01/25

     1,166        1,181,415   

5.00%, 3/01/36

     2,963        3,026,408   

Series 2015B
6.00%, 3/01/36

     1,004        1,024,562   
    

 

 

 
       121,461,235   
    

 

 

 

Indiana – 1.2%

    

Indiana Finance Authority
(Bethany Circle of King’s Daughters’ of Madison Indiana, Inc. (The))
Series 2010
5.125%, 8/15/27

     1,000        1,105,040   

5.50%, 8/15/40-8/15/45

     3,020        3,332,729   

Indiana Finance Authority
(Marquette Manor)
Series 2015A
5.00%, 3/01/30

     1,000        1,089,990   

Indiana Finance Authority
(WVB East End Partners LLC)
Series 2013A
5.00%, 7/01/40-7/01/48

     6,980        7,620,433   
    

 

 

 
       13,148,192   
    

 

 

 

 

AB MUNICIPAL INCOME SHARES       21   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kentucky – 2.0%

    

Kentucky Economic Development Finance Authority
(Masonic Homes of Kentucky, Inc. Obligated Group)
Series 2012
5.375%, 11/15/42

   $ 1,685      $ 1,716,712   

5.50%, 11/15/45

     1,000        1,022,910   

Kentucky Economic Development Finance Authority
(Next Generation Kentucky Information Highway)
Series 2015A
5.00%, 7/01/40-1/01/45

     10,335        11,327,488   

Kentucky Economic Development Finance Authority
(Owensboro Health, Inc.)
Series 2010A
6.00%, 6/01/30

     200        229,296   

6.375%, 6/01/40

     1,525        1,740,803   

6.50%, 3/01/45

     1,000        1,144,430   

Kentucky Economic Development Finance Authority
(Rosedale Green)
Series 2015
5.50%, 11/15/35

     1,750        1,807,628   

5.75%, 11/15/45

     3,350        3,443,934   
    

 

 

 
       22,433,201   
    

 

 

 

Louisiana – 0.8%

    

Jefferson Parish Hospital Service District No 2
Series 2011
6.375%, 7/01/41

     2,130        2,430,628   

Louisiana Local Government Environmental Facilities & Community Development Auth
(St James Place of Baton Rouge)
Series 2015A
6.00%, 11/15/35

     2,100        2,142,693   

Louisiana Local Government Environmental Facilities & Community Development Auth
(Woman’s Hospital Foundation)
Series 2010A
6.00%, 10/01/44

     400        466,264   

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B
10.50%, 7/01/39(d)(h)

     2,750        1,650,000   

Series 2014A
7.50%, 7/01/23(d)(h)

     1,250        750,000   

 

22     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Port New Orleans Board of Commissioners
Series 2013B
5.00%, 4/01/29-4/01/31

   $ 1,540      $ 1,736,311   
    

 

 

 
       9,175,896   
    

 

 

 

Maine – 0.1%

    

Maine Health & Higher Educational Facilities Authority
(MaineGeneral Health Obligated Group)
Series 2011
7.50%, 7/01/32

     1,000        1,185,140   
    

 

 

 

Maryland – 0.8%

    

City of Westminster MD
(Lutheran Village at Miller’s Grant)
Series 2014D
3.875%, 7/01/19

     1,125        1,157,501   

Maryland Economic Development Corp.
(University of Maryland College Park Project)
AGM Series 2016
5.00%, 6/01/35-6/01/43

     3,345        3,946,361   

Maryland Health & Higher Educational Facilities Authority
(Meritus Medical Center, Inc.)
Series 2015
5.00%, 7/01/31

     3,245        3,806,612   
    

 

 

 
       8,910,474   
    

 

 

 

Massachusetts – 1.0%

    

Commonwealth of Massachusetts
Series 2016A
5.00%, 3/01/46

     2,000        2,340,900   

Massachusetts Development Finance Agency
(Lowell General Hospital)
Series 2013G
5.00%, 7/01/37

     2,550        2,822,570   

Massachusetts Development Finance Agency
(Merrimack College)
Series 2012A
5.25%, 7/01/42

     745        784,954   

Massachusetts Development Finance Agency
(North Hill Communities, Inc. Obligated Group)
Series 2013B
4.50%, 11/15/18(b)

     793        794,023   

 

AB MUNICIPAL INCOME SHARES       23   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Massachusetts Development Finance Agency
(UMass Memorial Health Care Obligated Group)
Series 2016
5.00%, 7/01/41-7/01/46

   $ 3,980      $ 4,549,568   
    

 

 

 
       11,292,015   
    

 

 

 

Michigan – 4.6%

    

City of Detroit MI Sewage Disposal System Revenue
Series 2012A
5.00%, 7/01/32

     4,400        4,933,324   

5.25%, 7/01/39

     4,825        5,368,005   

City of Detroit MI Water Supply System Revenue
Series 2011C
5.00%, 7/01/41

     1,060        1,146,348   

Detroit City School District
Series 2012A
5.00%, 5/01/31

     120        134,189   

Michigan Finance Authority
(City of Detroit MI Sewage Disposal System Revenue)
Series 2014C
5.00%, 7/01/17-7/01/18

     2,000        2,122,050   

Series 2014C-1
5.00%, 7/01/44

     1,750        1,912,452   

Michigan Finance Authority
(City of Detroit MI Water Supply System Revenue)
Series 2014D-4
5.00%, 7/01/29-7/01/34

     2,100        2,428,826   

Series 2015D-1
5.00%, 7/01/34

     2,000        2,311,240   

Series 2015D-2
5.00%, 7/01/34

     2,300        2,642,056   

Michigan Finance Authority
(Detroit City School District State Aid)
Series 2015B
4.75%, 6/01/16(b)

     2,300        2,302,208   

Series 2015E
5.75%, 8/22/16(b)

     3,500        3,495,170   

Michigan Finance Authority
(MidMichigan Obligated Group)
Series 2014
5.00%, 6/01/34

     2,000        2,325,400   

Michigan Finance Authority
(Public Lighting Authority)
Series 2014B
5.00%, 7/01/31-7/01/33

     7,950        9,077,073   

 

24     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Michigan State Hospital Finance Authority
(Henry Ford Health System Obligated Group)
Series 2006A
5.25%, 11/15/32-11/15/46

   $ 300      $ 307,119   

Michigan Strategic Fund
(Detroit Renewable Energy Obligated Group)
Series 2013
8.50%, 12/01/30(b)

     2,370        2,284,751   

Michigan Strategic Fund
(Evangelical Homes of Michigan Obligated Group)
Series 2013
5.50%, 6/01/47

     2,000        2,103,040   

Michigan Tobacco Settlement Finance Authority
Series 2007A
6.00%, 6/01/48

     5,775        5,758,368   
    

 

 

 
       50,651,619   
    

 

 

 

Minnesota – 0.6%

    

City of Minneapolis MN
(Fairview Health Services Obligated Group)
Series 2015A
5.00%, 11/15/33

     1,000        1,169,230   

Housing & Redevelopment Authority of The City of St Paul Minnesota
(HealthEast Obligated Group)
Series 2015A
5.25%, 11/15/35

     4,105        4,563,365   

Western Minnesota Municipal Power Agency
Series 2015A
5.00%, 1/01/34

     1,030        1,249,709   
    

 

 

 
       6,982,304   
    

 

 

 

Missouri – 1.5%

    

Health & Educational Facilities Authority of the State of Missouri
(Lutheran Senior Services Obligated Group)
Series 2010
5.50%, 2/01/42

     100        109,189   

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)
Series 2016
5.75%, 11/15/36(b)

     1,800        1,831,662   

6.00%, 11/15/46(b)

     4,400        4,517,084   

Missouri Joint Municipal Electric Utility Commission
Series 2014
5.00%, 1/01/31

     3,240        3,836,516   

 

AB MUNICIPAL INCOME SHARES       25   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

St Louis County Industrial Development Authority
(St Andrews Resources for Seniors)
Series 2015A
5.00%, 12/01/35

   $ 2,000      $ 2,099,260   

5.125%, 12/01/45

     4,500        4,635,450   
    

 

 

 
       17,029,161   
    

 

 

 

Nebraska – 0.3%

    

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The)
Series 2012
5.00%, 9/01/42

     825        906,411   

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The))
Series 2012
5.00%, 9/01/32

     2,150        2,414,407   
    

 

 

 
       3,320,818   
    

 

 

 

Nevada – 1.7%

    

City of Reno NV
Series 2007A
5.25%, 6/01/41 (Pre-refunded/ETM)

     130        136,309   

Las Vegas Redevelopment Agency
Series 2016
5.00%, 6/15/40

     1,800        2,072,970   

Las Vegas Valley Water District
Series 2016A
5.00%, 6/01/46

     14,000        16,606,100   
    

 

 

 
       18,815,379   
    

 

 

 

New Hampshire – 0.3%

    

New Hampshire Health and Education Facilities Authority Act
(Southern New Hampshire University)
Series 2012
5.00%, 1/01/42

     2,940        3,292,506   
    

 

 

 

New Jersey – 7.4%

    

City of Bayonne NJ
BAM Series 2016
5.00%, 7/01/39

     1,075        1,255,869   

Hudson County Improvement Authority
(County of Hudson NJ)
5.00%, 5/01/32(a)

     3,645        4,407,935   

New Jersey Economic Development Authority
(Lions Gate Project)
Series 2014
5.25%, 1/01/44

     3,600        3,747,024   

 

26     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(New Jersey Economic Development Authority State Lease)
Series 2014U
5.00%, 6/15/21

   $ 3,500      $ 3,864,385   

Series 2015X
5.00%, 6/15/21

     15,920        17,577,431   

New Jersey Economic Development Authority
(UMM Energy Partners LLC)
Series 2012A
5.125%, 6/15/43

     735        777,792   

New Jersey Economic Development Authority
(United Airlines, Inc.)
Series 1999
5.25%, 9/15/29

     2,850        3,171,109   

Series 2000B
5.625%, 11/15/30

     1,475        1,687,356   

New Jersey Health Care Facilities Financing Authority
(Holy Name Medical Center, Inc.)
Series 2010
5.00%, 7/01/25

     100        112,379   

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Trust Fund Authority State Lease)
Series 2014A
5.00%, 6/15/38

     1,000        1,074,400   

New Jersey Turnpike Authority
Series 2013A
5.00%, 1/01/27-1/01/32

     3,500        4,207,025   

Series 2015E
5.00%, 1/01/33-1/01/45

     15,400        18,094,510   

Series 2016A
5.00%, 1/01/33

     6,500        7,849,335   

Tobacco Settlement Financing Corp./NJ
Series 2007-1A
5.00%, 6/01/41

     15,660        14,783,666   
    

 

 

 
       82,610,216   
    

 

 

 

New Mexico – 0.1%

    

New Mexico Hospital Equipment Loan Council
(Gerald Champion Regional Medical Center)
Series 2012
5.50%, 7/01/42

     1,060        1,151,393   
    

 

 

 

New York – 6.5%

    

Build NYC Resource Corp.
(Metropolitan College of New York)
Series 2014
5.25%, 11/01/34

     2,000        2,205,740   

 

AB MUNICIPAL INCOME SHARES       27   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Newburgh NY
Series 2012A
5.625%, 6/15/34

   $ 245      $ 277,311   

Metropolitan Transportation Authority
Series 2013B
5.00%, 11/15/27

     5,125        6,258,957   

Series 2013E
5.00%, 11/15/32

     4,425        5,345,311   

Metropolitan Trnsp Auth NY
(Metro Trnsp Auth NY Ded Tax)
5.00%, 11/15/31(c)

     190        224,835   

Nassau County Industrial Development Agency
(Amsterdam House Continuing Care Retirement Community, Inc.)
Series 2014A
6.50%, 1/01/32

     75        75,053   

6.70%, 1/01/49

     454        454,344   

Series 2014B
5.50%, 7/01/20

     875        875,356   

Series 2014C
2.00%, 1/01/49(e)(h)

     514        64,221   

Nassau County Local Economic Assistance Corp.
(Winthrop University Hospital)
Series 2012
5.00%, 7/01/37

     300        328,899   

New York City Industrial Development Agency
(American Airlines, Inc.)
Series 2005
7.75%, 8/01/31

     100        102,721   

Series 2015B
2.00%, 8/01/28(f)

     3,500        3,505,775   

New York Liberty Development Corp.
(7 World Trade Center II LLC)
Series 2012
5.00%, 3/15/44

     100        110,338   

New York Liberty Development Corp.
(Goldman Sachs Headquarters LLC)
Series 2005
5.25%, 10/01/35

     1,325        1,684,287   

New York NY GO
Series 2013A-1
5.00%, 10/01/28(c)

     500        601,455   

New York State Dormitory Authority
(State of New York Pers Income Tax)
Series 2015A
5.00%, 3/15/35(i)

     2,250        2,696,647   

 

28     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

New York State Dormitory Authority
(Trustees of Columbia University In the City of New York (The))
Series 2016A
5.00%, 10/01/46

   $ 1,250      $ 1,512,963   

New York State Energy Research & Development Authority
(Consolidated Edison Co. of New York, Inc.)
AMBAC Series 2001B
0.718%, 10/01/36(j)

     3,200        2,829,670   

XLCA Series 2004A
0.508%, 1/01/39(j)

     4,100        3,637,438   

New York State Thruway Authority
(New York State Thruway Authority Gen Toll Road)
Series 2012I
5.00%, 1/01/37

     2,000        2,297,500   

Orange County Funding Corp.
(The Hamlet at Wallkill)
Series 2013
6.50%, 1/01/46

     1,125        1,141,841   

Otsego County Capital Resource Corp.
(Hartwick College)
Series 2015A
5.00%, 10/01/30-10/01/35

     4,435        4,996,396   

Port Authority of New York & New Jersey
Series 2012
5.00%, 10/01/34

     3,900        4,469,244   

Series 2013-178
5.00%, 12/01/33

     5,000        5,831,400   

Triborough Bridge & Tunnel Authority
Series 2012B
5.00%, 11/15/28-11/15/29(c)

     1,950        2,365,816   

Ulster County Capital Resource Corp.
(Kingston Regional Senior Living Corp.)
Series 2014A
7.50%, 9/15/44(b)(k)

     360        293,285   

Series 2014B
7.00%, 9/15/44(b)

     410        434,129   

Ulster County Industrial Development Agency
(Kingston Regional Senior Living Corp.)
Series 2007A
5.25%, 9/15/16

     20        20,120   

6.00%, 9/15/27-9/15/37

     2,225        2,251,256   

Utility Debt Securitization Authority
Series 2016A
5.00%, 12/15/35

     5,000        6,181,350   

 

AB MUNICIPAL INCOME SHARES       29   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Westchester County Local Development Corp.
(Kendal on Hudson)
Series 2013
5.00%, 1/01/34

   $ 3,840      $ 4,236,864   

Westchester County Local Development Corp.
(Westchester County Health Care Corp. Obligated Group)
Series 2016
5.00%, 11/01/46

     4,230        4,808,199   
    

 

 

 
       72,118,721   
    

 

 

 

North Carolina – 1.0%

    

North Carolina Medical Care Commission
(Aldersgate United Methodist Retirement Community, Inc.)
Series 2015
4.875%, 7/01/40

     5,000        5,285,300   

5.00%, 7/01/45

     1,000        1,064,160   

North Carolina Medical Care Commission
(Pennybyrn at Maryfield)
Series 2015
5.00%, 10/01/30

     2,250        2,429,257   

North Carolina Medical Care Commission
(United Church Homes & Services Obligated Group)
Series 2015A
5.00%, 9/01/37

     1,735        1,772,806   
    

 

 

 
       10,551,523   
    

 

 

 

Ohio – 2.5%

    

Buckeye Tobacco Settlement Financing Authority
Series 2007A-2
5.875%, 6/01/47

     14,185        13,665,403   

County of Erie OH
(Firelands Regional Medical Center)
Series 2006A
5.25%, 8/15/46

     1,115        1,119,103   

County of Franklin OH
(First Community Village Obligated Group)
Series 2013
5.625%, 7/01/47

     2,300        2,306,785   

County of Hamilton OH
(Life Enriching Communities Obligated Group)
Series 2012
5.00%, 1/01/42

     1,030        1,081,037   

Dayton-Montgomery County Port Authority
(StoryPoint Troy Project)
Series 2015-1
7.00%, 1/15/40

     2,500        2,565,050   

 

30     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Ohio Air Quality Development Authority
(FirstEnergy Nuclear Generation LLC)
Series 2010B
3.75%, 6/01/33

   $ 1,400      $ 1,463,504   

Ohio Water Development Authority
(FirstEnergy Nuclear Generation LLC)
Series 2008C
3.95%, 11/01/32

     5,000        5,190,800   
    

 

 

 
       27,391,682   
    

 

 

 

Oklahoma – 0.1%

    

Tulsa Airports Improvement Trust
(American Airlines, Inc.)
Series 2013A
5.50%, 6/01/35

     1,125        1,250,010   
    

 

 

 

Oregon – 0.1%

    

Hospital Facilities Authority of Multnomah County Oregon
(Mirabella at South Waterfront)
Series 2014A
5.00%, 10/01/19

     535        569,850   
    

 

 

 

Pennsylvania – 3.8%

    

Allegheny County Higher Education Building Authority
(Chatham University)
Series 2012A
5.00%, 9/01/35

     230        255,194   

Bensalem Township School District
Series 2013
5.00%, 6/01/29

     8,570        10,275,430   

Cheltenham Township School District
Series 2016B
5.00%, 2/15/39(a)

     1,780        2,066,865   

City of Philadelphia PA
Series 2013A
5.00%, 7/15/21

     1,200        1,405,932   

Cumberland County Municipal Authority
(Asbury Pennsylvania Obligated Group)
Series 2010
6.125%, 1/01/45

     180        192,506   

Series 2012
5.25%, 1/01/41

     1,000        1,037,040   

Montgomery County Industrial Development Authority/PA
(Philadelphia Presbytery Homes, Inc.)
Series 2010
6.50%, 12/01/25

     200        234,452   

 

AB MUNICIPAL INCOME SHARES       31   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Montgomery County Industrial Development Authority/PA
(Whitemarsh Continuing Care Retirement Community)
Series 2015
5.00%, 1/01/30

   $ 1,040      $ 1,070,867   

5.25%, 1/01/40

     4,740        4,764,222   

Moon Industrial Development Authority
(Baptist Home Society Obligated Group)
Series 2015
5.75%, 7/01/35

     5,135        5,328,846   

Norristown Area School District COP
Series 2012
5.00%, 4/01/32

     100        107,885   

Northeastern Pennsylvania Hospital & Education Authority
(Wilkes University)
Series 2012A
5.25%, 3/01/42

     265        296,487   

Series 2016A
5.00%, 3/01/37(a)

     1,400        1,606,374   

Pennsylvania Economic Development Financing Authority
(National Railroad Passenger Corp. (The))
Series 2012A
5.00%, 11/01/41

     1,620        1,760,989   

Pennsylvania Economic Development Financing Authority
(PA Bridges Finco LP)
Series 2015
5.00%, 12/31/34

     2,830        3,229,030   

Pennsylvania Turnpike Commission
Series 2013A
5.00%, 12/01/43

     4,000        4,491,840   

Series 2016
5.00%, 6/01/37

     4,000        4,593,240   
    

 

 

 
       42,717,199   
    

 

 

 

Puerto Rico – 0.3%

    

Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth
(AES Puerto Rico LP)
Series 2000
6.625%, 6/01/26

     3,045        2,801,430   

Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth
(Sistema Universitario Ana G Mendez Incorporado)
Series 2012
5.375%, 4/01/42

     335        298,988   
    

 

 

 
       3,100,418   
    

 

 

 

 

32     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Rhode Island – 0.3%

    

Rhode Island Health & Educational Building Corp.
(Tockwotton Home)
Series 2011
8.375%, 1/01/46

   $ 3,150      $ 3,722,828   
    

 

 

 

South Carolina – 0.2%

    

South Carolina Jobs-Economic Development Authority
(Lutheran Homes of South Carolina Obligated Group)
Series 2013
5.00%, 5/01/43

     1,000        1,030,920   

5.125%, 5/01/48

     1,000        1,035,310   

South Carolina State Public Service Authority
AMBAC Series 2007A
5.00%, 1/01/32 (Pre-refunded/ETM)

     400        411,248   
    

 

 

 
       2,477,478   
    

 

 

 

Tennessee – 0.9%

    

Johnson City Health & Educational Facilities Board
(Mountain States Health Alliance Obligated Group)
Series 2012
5.00%, 8/15/42

     4,890        5,349,122   

Metropolitan Government Nashville & Davidson County Health & Educational Facs Bd
(Vanderbilt University Medical Center)
Series 2016
5.00%, 7/01/46

     2,435        2,805,607   

Shelby County Health Educational & Housing Facilities Board
(Village at Germantown, Inc. (The))
Series 2012
5.25%, 12/01/42

     1,000        1,040,510   

5.375%, 12/01/47

     800        835,264   
    

 

 

 
       10,030,503   
    

 

 

 

Texas – 8.8%

    

Arlington Higher Education Finance Corp.
(Harmony Public Schools)
Series 2016A
5.00%, 2/15/34-2/15/46(a)

     7,945        9,329,645   

Central Texas Regional Mobility Authority
Series 2011
6.00%, 1/01/41

     120        142,067   

Series 2013
5.00%, 1/01/42

     3,500        3,890,495   

 

AB MUNICIPAL INCOME SHARES       33   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Central Texas Turnpike System
Series 2015C
5.00%, 8/15/42

   $ 6,800      $ 7,715,620   

City of Houston TX
(City of Houston TX Hotel Occupancy Tax)
Series 2015
5.00%, 9/01/30

     1,965        2,319,132   

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
Series 2014
5.00%, 7/01/29

     3,155        3,530,950   

Series 2015B
5.00%, 7/15/30-7/15/35

     2,960        3,305,481   

Clifton Higher Education Finance Corp.
(IDEA Public Schools)
Series 2012
5.00%, 8/15/42

     530        565,208   

Series 2013
6.00%, 8/15/43

     1,000        1,166,380   

Dallas County Flood Control District No 1
Series 2015
5.00%, 4/01/28(b)

     1,150        1,229,511   

Dallas/Fort Worth International Airport
Series 2012E
5.00%, 11/01/35

     1,500        1,669,860   

Decatur Hospital Authority
(Wise Regional Health System)
Series 2014A
5.25%, 9/01/44

     3,150        3,405,433   

Houston TX Util Sys
Series 2011D
5.00%, 11/15/28(c)

     400        472,636   

Mission Economic Development Corp.
(Natgasoline LLC)
5.75%, 10/01/31(a)(b)

     1,875        1,953,281   

New Hope Cultural Education Facilities Corp.
(Wesleyan Homes, Inc.)
Series 2014
5.50%, 1/01/49

     1,700        1,735,071   

North Texas Education Finance Corp.
(Uplift Education)
Series 2012A
5.125%, 12/01/42

     280        299,480   

North Texas Tollway Authority
Series 2014B
5.00%, 1/01/31

     8,975        10,529,739   

Series 2015A
5.00%, 1/01/35

     7,000        8,123,990   

 

34     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2015B
5.00%, 1/01/34

   $ 3,500      $ 4,108,860   

Red River Health Facilities Development Corp.
(MRC Crestview)
Series 2011A
8.00%, 11/15/46

     1,790        2,053,148   

Red River Health Facilities Development Corp.
(MRC Crossings Proj)
Series 2014A
7.75%, 11/15/44

     1,315        1,549,596   

Red River Health Facilities Development Corp.
(Wichita Falls Retirement Foundation)
Series 2012
5.50%, 1/01/32

     1,740        1,885,551   

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B
8.00%, 7/01/38(d)

     2,180        1,916,787   

Tarrant County Cultural Education Facilities Finance Corp.
(Baylor Scott & White Health Obligated Group)
Series 2016A
5.00%, 11/15/45

     1,000        1,182,580   

Tarrant County Cultural Education Facilities Finance Corp.
(Buckingham Senior Living Community, Inc.)
Series 2007
5.50%, 11/15/22

     200        208,646   

Tarrant County Cultural Education Facilities Finance Corp.
(Edgemere Retirement Senior Quality Lifestyles Corp.)
Series 2015B
5.00%, 11/15/30

     4,000        4,404,280   

Tarrant County Cultural Education Facilities Finance Corp.
(Stayton at Museum Way)
Series 2009A
8.25%, 11/15/39-11/15/44

     5,025        5,148,594   

Tarrant County Cultural Education Facilities Finance Corp.
(Trinity Terrace Project)
Series 2014A-1
5.00%, 10/01/44

     1,065        1,147,782   

Texas Municipal Gas Acquisition & Supply Corp. I
(Bank of America Corp.)
Series 2008D
6.25%, 12/15/26

     1,000        1,264,360   

 

AB MUNICIPAL INCOME SHARES       35   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Texas Private Activity Bond Surface Transportation Corp.
5.00%, 12/31/40-12/31/45

   $ 2,255      $ 2,495,614   

Texas Private Activity Bond Surface Transportation Corp.
(LBJ Infrastructure Group LLC)
Series 2010
7.00%, 6/30/40

     660        790,357   

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners LLC)
Series 2009
6.875%, 12/31/39

     200        236,164   

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners Segments 3 LLC)
Series 2013
6.75%, 6/30/43

     3,600        4,449,636   

Travis County Health Facilities Development Corp.
(Longhorn Village)
Series 2012A
7.00%, 1/01/32

     1,200        1,362,996   

7.125%, 1/01/46

     2,430        2,742,620   

Viridian Municipal Management District
Series 2011
9.00%, 12/01/37 (Pre-refunded/ETM)

     75        105,170   
    

 

 

 
       98,436,720   
    

 

 

 

Utah – 0.0%

    

Timber Lakes Water Special Service District
Series 2011
8.125%, 6/15/31

     95        103,637   

Utah Charter School Finance Authority
Series 2010
8.25%, 7/15/46 (Pre-refunded/ETM)

     100        118,011   

Utah Charter School Finance Authority
(Early Light Academy, Inc.)
Series 2010
8.50%, 7/15/46

     100        113,963   

Utah Charter School Finance Authority
(North Star Academy)
Series 2010A
7.00%, 7/15/45

     100        111,355   
    

 

 

 
       446,966   
    

 

 

 

Vermont – 0.2%

    

Vermont Economic Development Authority
(Wake Robin Corp.)
Series 2012
5.40%, 5/01/33

     200        206,710   

 

36     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Vermont Educational & Health Buildings Financing Agency
(University of Vermont Health Network Obligated Group)
Series 2016A
5.00%, 12/01/34

   $ 1,500      $ 1,774,905   
    

 

 

 
       1,981,615   
    

 

 

 

Virginia – 1.5%

    

Cherry Hill Community Development Authority
(Potomac Shores Project)
Series 2015
5.15%, 3/01/35(b)

     1,000        1,023,420   

Chesterfield County Economic Development Authority
(Brandermill Woods)
Series 2012
5.125%, 1/01/43

     1,030        1,066,987   

City of Chesapeake VA Chesapeake Expressway Toll Road Revenue
Series 2012A
5.00%, 7/15/47

     300        332,793   

Fairfax County Economic Development Authority
(Vinson Hall LLC)
Series 2013A
5.00%, 12/01/47

     1,955        2,036,191   

Tobacco Settlement Financing Corp./VA
Series 2007B-1
5.00%, 6/01/47

     6,790        5,941,318   

Virginia College Bldg Auth
(Virginia Lease 21st Century College Prog)
Series 2013A
5.00%, 2/01/28(c)

     550        666,694   

Virginia College Building Authority
(Marymount University)
Series 2015B
5.25%, 7/01/35(b)

     1,000        1,070,450   

Virginia Small Business Financing Authority
(Elizabeth River Crossings OpCo LLC)
Series 2012
5.50%, 1/01/42

     3,580        4,081,844   
    

 

 

 
       16,219,697   
    

 

 

 

Washington – 2.7%

    

King County Public Hospital District No 4
Series 2015A
5.00%, 12/01/30

     2,235        2,291,344   

 

AB MUNICIPAL INCOME SHARES       37   

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Port of Seattle WA
Series 2015C
5.00%, 4/01/33

   $ 5,035      $ 5,876,047   

State of Washington
Series 2016C
5.00%, 2/01/36

     5,000        6,045,800   

Washington Health Care Facilities Authority
(Multicare Health System Obligated Group)
Series 2012A
5.00%, 8/15/44

     1,000        1,116,700   

Washington Health Care Facilities Authority
(Providence Health & Services Obligated Group)
Series 2012A
5.00%, 10/01/42

     3,350        3,768,013   

Washington St GO
5.00%, 7/01/24(c)

     1,000        1,158,080   

Washington State Housing Finance Commission
(Mirabella)
Series 2012A
6.75%, 10/01/47

     3,550        3,842,414   

Washington State Housing Finance Commission
(Rockwood Retirement Communities)
Series 2014A
7.375%, 1/01/44(b)

     3,215        3,664,875   

Washington State Housing Finance Commission
(Skyline at First Hill Proj)
Series 2007A
5.625%, 1/01/27-1/01/38

     2,265        2,282,787   
    

 

 

 
       30,046,060   
    

 

 

 

West Virginia – 0.2%

    

West Virginia Hospital Finance Authority
(West Virginia United Health System, Inc.)
Series 2013A
5.50%, 6/01/44

     2,100        2,445,471   
    

 

 

 

Wisconsin – 1.0%

    

University of Wisconsin Hospitals & Clinics
Series 2013A
5.00%, 4/01/38

     4,155        4,728,265   

Wisconsin Public Finance Authority
(Celanese US Holdings LLC)
Series 2016C
4.30%, 11/01/30

     2,060        2,115,620   

 

38     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016D
4.05%, 11/01/30

   $ 720      $ 742,709   

Wisconsin Public Finance Authority
(Pine Lake Preparatory, Inc.)
Series 2015
5.25%, 3/01/35(b)

     1,550        1,593,974   

Wisconsin Public Finance Authority
(Rose Villa)
Series 2014A
5.75%, 11/15/44

     1,000        1,067,281   

Wisconsin Public Finance Authority
(Seabury Retirement Community)
Series 2015A
5.00%, 9/01/30(b)

     545        589,657   
    

 

 

 
       10,837,506   
    

 

 

 

Total Municipal Obligations
(cost $1,004,135,386)

       1,064,035,038   
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 6.7%

    

Investment Companies – 6.7%

    

AB Fixed Income Shares, Inc. –
Government STIF Portfolio, 0.36%(l)(m)
(cost $74,724,307)

     74,724,307        74,724,307   
    

 

 

 

Total Investments – 102.4%
(cost $1,078,859,693)

       1,138,759,345   

Other assets less liabilities – (2.4)%

       (26,219,133
    

 

 

 

Net Assets – 100.0%

     $ 1,112,540,212   
    

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Clearing Broker/(Exchange) &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2016
    Notional
Amount
(000)
   

Market

Value

    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

         

Morgan Stanley & Co., LLC/(INTRCONX)

         

CDX-NAHY Series 24,
5 Year Index, 6/20/20*

    5.00     3.63   $     23,760      $     1,333,419      $     953,392   

 

*   Termination date

 

AB MUNICIPAL INCOME SHARES       39   

Portfolio of Investments


 

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

  Unrealized
Appreciation/
(Depreciation)
 

Citibank, NA

   $ 1,000         9/15/20       1.455%   CPI#   $ 7,055   

Citibank, NA

     9,300         12/14/20       1.548%   CPI#     79,523   

Deutsche Bank AG

         10,650         7/15/20       1.265%   CPI#     286,501   
            

 

 

 
             $     373,079   
            

 

 

 

 

#   Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note C)

 

                Rate Type      

Swap

Counterparty

  Notional
Amount
(000)
    Termination
Date
   

Payments
made

by the Fund

  Payments
received
by the
Fund
  Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

  $     13,000        9/22/21      1.103%   SIFMA*   $ (177,107

JPMorgan Chase Bank, NA

    6,500        9/03/22      1.319%   SIFMA*     (155,592
         

 

 

 
          $     (332,699
         

 

 

 

 

*   Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

 

(a)   When-Issued or delayed delivery security.

 

(b)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2016, the aggregate market value of these securities amounted to $55,297,741 or 5.0% of net assets.

 

(c)   Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note G).

 

(d)   Restricted and illiquid security.

 

Restricted Securities  

Acquisition

Date

    Cost    

Market

Value

    Percentage of
Net Assets
 

Capital Trust Agency, Inc.
(Million Air One LLC)
Series 2011
7.75%, 1/01/41

    7/25/11-4/15/16      $     6,495,400      $     6,109,928        0.55

Illinois Finance Authority
(Greenfields of Geneva)
Series 2010A
8.125%, 2/15/40

    12/02/13-12/18/13        2,885,412        2,395,200        0.22

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B
10.50%, 7/01/39

    11/22/13        2,750,000        1,650,000        0.15

 

40     AB MUNICIPAL INCOME SHARES

Portfolio of Investments


 

Restricted Securities   Acquisition
Date
    Cost    

Market

Value

    Percentage of
Net Assets
 

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2014A
7.50%, 7/01/23

    7/31/14      $ 1,250,000      $ 750,000        0.07

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B
8.00%, 7/01/38

    8/31/12-5/8/13            2,262,909            1,916,787        0.17

 

(e)   Illiquid security.

 

(f)   Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2016.

 

(g)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.21% of net assets as of April 30, 2016, is considered illiquid and restricted.

 

Restricted Securities    Acquisition
Date
     Cost     

Market

Value

     Percentage of
Net Assets
 

City of Chicago IL
(Goldblatts Supportive Living Project)
Series 2015
6.00%, 12/01/30

     5/27/15       $     2,320,000       $     2,371,365         0.21

 

(h)   Security is in default and is non-income producing.

 

(i)   Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

 

(j)   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, 2016 and the aggregate market value of these securities amounted to $6,467,108 or 0.58% of net assets.

 

(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.

 

(l)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(m)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

As of April 30, 2016, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 1.6% and 0.0%, respectively.

Glossary:

AGC Assured Guaranty Corporation

AGM Assured Guaranty Municipal

AMBAC Ambac Assurance Corporation

BAM Build American Mutual

CDX-NAHY North American High Yield Credit Default Swap Index

COP Certificate of Participation

ETM Escrowed to Maturity

GO General Obligation

INTRCONX Inter-Continental Exchange

NATL National Interstate Corporation

XLCA XL Capital Assurance Inc.

See notes to financial statements.

 

AB MUNICIPAL INCOME SHARES       41   

Portfolio of Investments


STATEMENT OF ASSETS & LIABILITIES

April 30, 2016

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $1,004,135,386)

   $     1,064,035,038   

Affiliated issuers (cost $74,724,307)

     74,724,307   

Cash collateral due from broker

     1,516,183   

Interest and dividends receivable

     14,239,240   

Receivable for shares of beneficial interest sold

     7,046,947   

Unrealized appreciation on inflation swaps

     373,079   

Receivable for investment securities sold

     5,000   
  

 

 

 

Total assets

     1,161,939,794   
  

 

 

 
Liabilities   

Due to custodian

     14   

Payable for investment securities purchased

     39,769,481   

Payable for floating rate notes issued*

     5,265,000   

Dividends payable

     3,555,683   

Unrealized depreciation on interest rate swaps

     332,699   

Cash collateral due to broker

     260,000   

Payable for shares of beneficial interest redeemed

     172,751   

Payable for variation margin on exchange-traded derivatives

     18,983   

Other liabilities

     24,971   
  

 

 

 

Total liabilities

     49,399,582   
  

 

 

 

Net Assets

   $ 1,112,540,212   
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 960   

Additional paid-in capital

     1,058,187,982   

Undistributed net investment income

     142,418   

Accumulated net realized loss on investment transactions

     (6,684,572

Net unrealized appreciation on investments

     60,893,424   
  

 

 

 
   $ 1,112,540,212   
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 95,999,208 common shares outstanding)

   $ 11.59   
  

 

 

 

 

*   Represents short-term floating rate certificates issued by tender option bond trusts (see Note G).

See notes to financial statements.

 

42     AB MUNICIPAL INCOME SHARES

Statement of Assets & Liabilities


STATEMENT OF OPERATIONS

Year Ended April 30, 2016

 

Investment Income      

Interest

   $     34,103,521      

Dividends—Affiliated issuers

     100,886       $ 34,204,407   
  

 

 

    
Expenses      

Interest expense

     43,240      
  

 

 

    

Total expenses

        43,240   
     

 

 

 

Net investment income

        34,161,167   
     

 

 

 
Realized and Unrealized Gain on Investment Transactions      

Net realized gain on:

     

Investment transactions

        2,271,208   

Swaps

        988,524   

Net change in unrealized appreciation/depreciation of:

     

Investments

        34,546,148   

Swaps

        763,088   
     

 

 

 

Net gain on investment transactions

        38,568,968   
     

 

 

 

Net Increase in Net Assets from Operations

      $     72,730,135   
     

 

 

 

 

See notes to financial statements.

 

AB MUNICIPAL INCOME SHARES       43   

Statement of Operations


STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2016
    Year Ended
April 30,
2015
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 34,161,167      $ 22,847,190   

Net realized gain (loss) on investment transactions

     3,259,732        (2,350,558

Net change in unrealized appreciation/depreciation of investments

     35,309,236        21,934,385   
  

 

 

   

 

 

 

Net increase in net assets from operations

     72,730,135        42,431,017   
Dividends to Shareholders from     

Net investment income

     (35,076,507     (23,167,660
Transactions in Shares of Beneficial Interest     

Net increase

     440,219,988        233,735,649   
  

 

 

   

 

 

 

Total increase

     477,873,616        252,999,006   
Net Assets     

Beginning of period

     634,666,596        381,667,590   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $142,418 and $29,349, respectively)

   $     1,112,540,212      $     634,666,596   
  

 

 

   

 

 

 

 

See notes to financial statements.

 

44     AB MUNICIPAL INCOME SHARES

Statement of Changes in Net Assets


STATEMENT OF CASH FLOWS

For the Year Ended April 30, 2016

 

Cash flows from operating activities    

Net increase in net assets from operations

    $ 72,730,135   
Reconciliation of net increase in net assets from operations to net decrease in cash from operating activities:    

Increase in interest and dividends receivable

  $ (5,186,359  

Decrease in receivable for investments sold

    2,158,625     

Net accretion of bond discount and amortization of bond premium

    3,326,302     

Increase in payable for investments purchased

    39,769,481     

Increase in accrued expenses

    8,796     

Increase in cash collateral due from broker

    (382,726  

Purchases of long-term investments

    (507,654,895  

Purchases of short-term investments

    (451,526,284  

Proceeds from disposition of long-term investments

    63,168,811     

Proceeds from disposition of short-term investments

    416,177,362     

Payments on swaps, net

    (241,524  

Proceeds for exchange-traded derivatives settlements

    1,915,951     

Increase in cash collateral due to broker

    260,000     

Net realized gain on investment transactions

    (3,259,732  

Net change in unrealized appreciation/depreciation on investment transactions

    (35,309,236  
 

 

 

   

Total adjustments

      (476,775,428
   

 

 

 

Net decrease in cash from operating activities

    $ (404,045,293
   

 

 

 

Cash flows from financing activities

   

Redemptions in shares of beneficial interest, net

        438,177,769     

Decrease in due to custodian

    (42,995  

Cash dividends paid

    (33,809,481  

Decrease in payable for floating rate notes issued

    (280,000  
 

 

 

   

Net increase in cash from financing activities

          404,045,293   
   

 

 

 

Net increase in cash

        

Net change in cash

   

Cash at beginning of year

        
   

 

 

 

Cash at end of year

    $   
   

 

 

 

Supplemental disclosure of cash flow information:

   

Interest expense paid during the year

  $ 43,240     

In accordance with U.S. GAAP, the Portfolio 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.

 

AB MUNICIPAL INCOME SHARES       45   

Statement of Cash Flows


NOTES TO FINANCIAL STATEMENTS

April 30, 2016

 

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 an open-end, diversified management investment company. The Trust operates as a “series” company currently offering three separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares (the “Portfolio”) and AB Taxable Multi-Sector 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.

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

1. Security Valuation

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

 

46     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

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. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio 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

 

AB MUNICIPAL INCOME SHARES       47   

Notes to Financial Statements


 

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest 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, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

48     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2016:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Long-Term Municipal Bonds:

       

Alabama

  $ – 0  –    $ 30,956,698      $ 4,763,827      $ 35,720,525   

Alaska

    – 0  –      10,516,145        113,325        10,629,470   

Arizona

    – 0  –      21,902,702        5,254,072        27,156,774   

California

    – 0  –      93,927,467        27,331,810        121,259,277   

Colorado

    – 0  –      14,826,145        4,661,720        19,487,865   

Florida

    – 0  –      83,346,798        16,947,742        100,294,540   

Idaho

    – 0  –      235,004        2,280,277        2,515,281   

Illinois

    – 0  –      98,561,982        22,899,253        121,461,235   

Kentucky

    – 0  –      14,442,017        7,991,184        22,433,201   

Louisiana

    – 0  –      4,633,203        4,542,693        9,175,896   

Maryland

    – 0  –      7,752,973        1,157,501        8,910,474   

Massachusetts

    – 0  –      10,497,992        794,023        11,292,015   

Michigan

    – 0  –      48,366,868        2,284,751        50,651,619   

Missouri

    – 0  –      3,945,705        13,083,456        17,029,161   

New Jersey

    – 0  –      78,863,192        3,747,024        82,610,216   

New York

    – 0  –      62,900,620        9,218,101        72,118,721   

North Carolina

    – 0  –      – 0  –      10,551,523        10,551,523   

Ohio

    – 0  –      22,519,847        4,871,835        27,391,682   

Oklahoma

    – 0  –      – 0  –      1,250,010        1,250,010   

Oregon

    – 0  –      – 0  –      569,850        569,850   

Pennsylvania

    – 0  –      30,323,718        12,393,481        42,717,199   

Rhode Island

    – 0  –      – 0  –      3,722,828        3,722,828   

South Carolina

    – 0  –      411,248        2,066,230        2,477,478   

Tennessee

    – 0  –      8,154,729        1,875,774        10,030,503   

Texas

    – 0  –      78,639,946        19,796,774        98,436,720   

Utah

    – 0  –      111,355        335,611        446,966   

Vermont

    – 0  –      1,774,905        206,710        1,981,615   

Virginia

    – 0  –      12,093,099        4,126,598        16,219,697   

Washington

    – 0  –      17,964,640        12,081,420        30,046,060   

Wisconsin

    – 0  –      9,770,225        1,067,281        10,837,506   

Other

    – 0  –      94,609,131        – 0  –      94,609,131   

Short-Term Investments

    74,724,307        – 0  –      – 0  –      74,724,307   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    74,724,307        862,048,354        201,986,684        1,138,759,345   

Other Financial Instruments(a):

  

     

Assets:

       

Centrally Cleared Credit Default Swaps

    – 0  –      953,392        – 0  –      953,392 (b) 

Inflation (CPI) Swaps

    – 0  –      373,079        – 0  –      373,079   

Liabilities:

       

Interest Rate Swaps

    – 0  –      (332,699     – 0  –      (332,699
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(c)

  $   74,724,307      $   863,042,126      $   201,986,684      $   1,139,753,117   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   

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

 

(b)   

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

 

(c)   

There were no transfers between Level 1 and Level 2 during the reporting period.

 

AB MUNICIPAL INCOME SHARES       49   

Notes to Financial Statements


 

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

The 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 4/30/15

   $ 122,712,395      $ 122,712,395   

Accrued discounts/(premiums)

     (98,248     (98,248

Realized gain (loss)

     104,725        104,725   

Change in unrealized appreciation/depreciation

     2,075,484        2,075,484   

Purchases

     93,146,514        93,146,514   

Sales

     (13,377,674     (13,377,674

Transfers in to Level 3

     1,095,810        1,095,810   

Transfers out of Level 3

     (3,672,322     (3,672,322
  

 

 

   

 

 

 

Balance as of 4/30/16

   $     201,986,684      $     201,986,684 (a) 
  

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/16(b)

   $ 2,088,734      $ 2,088,734   
  

 

 

   

 

 

 

 

(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.

As of April 30, 2016 all Level 3 securities were priced by third party vendors.

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

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of

 

50     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

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

3. Taxes

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

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Portfolio pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Portfolio’s operating

 

AB MUNICIPAL INCOME SHARES       51   

Notes to Financial Statements


 

expenses. The Portfolio is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of a separately managed account, including costs and expenses associated with the Portfolio, and a fee paid by their investment adviser to the Adviser. The Adviser serves as investment manager and adviser of the Portfolio and continuously furnishes an investment program for the Portfolio and manages, supervises and conducts the affairs of the Portfolio, subject to the supervisions of the Portfolio’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Portfolio for, office space, facilities and equipment, services of executive and other personnel of the Portfolio and certain administrative services.

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

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

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not currently available for direct purchase by members of the public. The Government STIF Portfolio currently pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the year ended April 30, 2016 is as follows:

 

Market Value

April 30, 2015

(000)

    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
April 30, 2016
(000)
    Dividend
Income
(000)
 
$     3,807      $     414,894      $     343,977      $     74,724      $     101   

 

52     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2016 were as follows:

 

     Purchases     Sales  

Investment securities (excluding
U.S. government securities)

   $     507,654,895      $     63,178,100   

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

   $     1,073,661,643   
  

 

 

 

Gross unrealized appreciation

   $ 63,836,507   

Gross unrealized depreciation

     (4,028,775
  

 

 

 

Net unrealized appreciation

   $ 59,807,732   
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Portfolio 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 Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio 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 Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio 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 Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to

 

AB MUNICIPAL INCOME SHARES       53   

Notes to Financial Statements


 

cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio 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 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 a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio 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 Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-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 Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate

 

54     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

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 Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio 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 Portfolio 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 Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio 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 Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2016, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps 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 Portfolio 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 unexpected inflation increases.

During the year ended April 30, 2016, the Portfolio held inflation (CPI) swaps for hedging purposes.

Credit Default Swaps:

The Portfolio 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 Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio 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 Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio 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

 

AB MUNICIPAL INCOME SHARES       55   

Notes to Financial Statements


 

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 Portfolio for the same reference obligation with the same counterparty. As of April 30, 2016, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio 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 Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio 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 Portfolio.

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, 2016, the Portfolio held credit default swaps for non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s 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.

 

56     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At April 30, 2016, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Credit contracts

 

Receivable/Payable

for variation margin

on exchange-traded

derivatives

  $ 953,392    

Interest rate contracts

     
Unrealized depreciation on interest rate swaps
   
$

332,699
 
  

Interest rate contracts

 
Unrealized appreciation on inflation swaps
   
 

373,079
 
  
   
   

 

 

     

 

 

 

Total

    $     1,326,471        $     332,699   
   

 

 

     

 

 

 

 

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

 

AB MUNICIPAL INCOME SHARES       57   

Notes to Financial Statements


 

 

Derivative Type

 

Location of Gain
or (Loss) on
Derivatives Within
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   $ 288,923      $ 40,380   

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     699,601        722,708   
   

 

 

   

 

 

 

Total

    $     988,524      $     763,088   
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended April 30, 2016:

 

Interest Rate Swaps:

  

Average notional amount

   $ 23,437,500 (a) 

Inflation Swaps:

  

Average notional amount

   $ 15,456,250 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 29,000,000 (b) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 27,190,485   

 

(a)  

Positions were open for eight months during the year.

 

(b)  

Positions were open for three months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2016:

 

Counterparty

  Derivative
Assets
Subject
to a MA
    Derivative
Available
for Offset
    Cash
Collateral
Received*
    Security
Collateral
Received
    Net Amount of
Derivatives
Assets
 

OTC Derivatives:

         

Citibank, NA

  $ 86,578      $   – 0  –    $ – 0  –    $   – 0  –    $ 86,578   

Deutsche Bank AG

    286,501        – 0  –      (260,000     – 0  –      26,501   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   373,079      $ – 0  –    $   (260,000   $ – 0  –    $   113,079 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

58     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

Counterparty

  Derivative
Liabilities
Subject
to a MA
    Derivative
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged*
    Net Amount of
Derivatives
Liabilities
 

Exchange-Traded Derivatives:

         

Morgan Stanley & Co., LLC**

  $ 18,983      $ – 0  –    $     (18,983   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 18,983      $ – 0  –    $ (18,983   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

         

Barclays Bank PLC

  $ 177,107      $ – 0  –    $ – 0  –    $ (177,107   $ – 0  – 

JPMorgan Chase Bank, NA

    155,592        – 0  –      – 0  –      – 0  –      155,592   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     332,699      $     – 0  –    $ – 0  –    $     (177,107   $     155,592 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

**   Cash and securities have been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2016.

 

^   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,

2016

    

Year Ended

April 30,

2015

       

Year Ended

April 30,

2016

   

Year Ended

April 30,

2015

     
  

 

 

   
Class A              

Shares sold

     50,672,634         28,246,209        $ 570,253,491      $ 312,777,509     

 

   

Shares redeemed

     (11,631,177      (7,159,367       (130,033,503     (79,041,860  

 

   

Net increase

     39,041,457         21,086,842        $ 440,219,988      $ 233,735,649     

 

   

NOTE E

Risks Involved in Investing in the Portfolio

Municipal Market Risk and Concentration of Credit 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 Portfolio’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. An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security

 

AB MUNICIPAL INCOME SHARES       59   

Notes to Financial Statements


 

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. To the extent that the Portfolio invests more of its assets in a particular state’s municipal securities, the Portfolio 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 Portfolio’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 Portfolio may invest in the municipal securities of Puerto Rico and other U.S. 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 U.S. issuers of municipal securities. Like many U.S. states and municipalities, Puerto Rico experienced a significant downturn during the recent 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 credit ratings and are on “negative watch” by credit rating organizations. Some Puerto Rico issuers are in default on principal and interest payments. The Government Development Bank, which provides liquidity to Puerto Rico’s government agencies, recently defaulted on a $400 million debt payment. This default casts doubts on the ability of Puerto Rico and its government agencies to make future payments. If this and the general economic situation in Puerto Rico persist or worsen, the volatility and credit quality of Puerto Rican municipal securities could 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.

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. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low interest rates and the potential effect of government fiscal and central bank monetary policy initiatives, including Federal Reserve actions, and market reactions to such actions. 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 Portfolio’s assets can decline as can the value

 

60     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Financing and Related Transactions; Leverage and Other Risks—The Portfolio may utilize financial leverage, including tender option bond transactions, to seek to enhance the yield and net asset value. These objectives may not be achieved in all interest rate environments. Leverage creates certain risks for shareholders, including the likelihood of greater volatility of the net asset value. If income from the securities purchased from the funds made available by leverage is not sufficient to cover the cost of leverage, the Portfolio’s return will be less than if leverage had not been used. As a result, the amounts available for distribution as dividends and other distributions will be reduced. During periods of rising short-term interest rates, the interest paid on the floaters in tender option bond transactions would increase, which may adversely affect the Portfolio’s income and distribution to shareholders. A decline in distributions would adversely affect the Portfolio’s yield. If rising short-term rates coincide with a period of rising long-term rates, the value of the long-term municipal bonds purchased with the proceeds of leverage would decline, adversely affecting the net asset value.

In a tender option bond transaction, the Portfolio may transfer a highly rated fixed-rate municipal security to a broker, which, in turn, deposits the bond into a special purpose vehicle (typically, a trust) usually sponsored by the broker. The Portfolio receives cash and a residual interest security (sometimes referred to as an “inverse floater”) issued by the trust in return. The trust simultaneously issues securities, which pay an interest rate that is reset each week based on an index of high-grade short-term seven-day demand notes. These securities, sometimes referred to as “floaters”, are bought by third parties, including tax-exempt money market funds, and can be tendered by these holders to a liquidity provider at par, unless certain events occur. The Portfolio continues to earn all the interest from the transferred bond less the amount of interest paid on the floaters and the expenses of the trust, which include payments to the trustee and the liquidity provider and organizational costs. The Portfolio also uses the cash received from the transaction for investment purposes or to retire other forms of leverage. Under certain circumstances, the trust may be terminated and collapsed, either by the Portfolio or upon the occurrence of certain events, such as a downgrade in the credit quality of the underlying bond, or in the event holders of the floaters tender their securities to the liquidity provider. See Note G to the Financial Statements “Floating Rate Notes in Connection with Securities Held” for more information about tender option bond transactions.

The Portfolio may also purchase inverse floaters from a tender option bond trust in a secondary market transaction without first owning the underlying bond. The income received from an inverse floater varies inversely with the short-term interest rate paid on the floaters issued by the trust. The prices of inverse floaters are subject to greater volatility than the prices of fixed-income securities that are not inverse floaters. Investments in inverse floaters may

 

AB MUNICIPAL INCOME SHARES       61   

Notes to Financial Statements


 

amplify the risks of leverage. If short-term interest rates rise, the interest payable on the floaters would increase and income from the inverse floaters decrease.

Liquidity Risk—Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous price. The Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE F

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2016 and April 30, 2015 were as follows:

 

     2016      2015  

Distributions paid from:

     

Ordinary income

   $ 2,224,599       $ 754,583   
  

 

 

    

 

 

 

Total taxable distributions

     2,224,599         754,583   

Tax-exempt distributions

     32,851,908         22,413,077   
  

 

 

    

 

 

 

Total distributions paid

   $     35,076,507       $     23,167,660   
  

 

 

    

 

 

 

 

62     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


 

As of April 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $ 4,783,027   

Accumulated capital and other losses

     (6,592,654 )(a) 

Unrealized appreciation/(depreciation)

     59,869,726 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     58,060,099 (c) 
  

 

 

 

 

(a)  

As of April 30, 2016, the Portfolio had a net capital loss carryforward of $6,592,654. During the fiscal year, the Fund utilized $2,240,092 of capital loss carryforwards to offset current year net realized gains.

 

(b)   

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treament of swaps, the tax deferral of losses on wash sales and the tax treatment of tender option bonds.

 

(c)  

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

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, 2016, the Fund had a net short-term capital loss carryforward of $5,649,434 and a net long-term capital loss carryforward of $943,220 which may be carried forward for an indefinite period.

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps and swap clearing fees resulted in a net decrease in distributions in excess of net investment income and a net increase in accumulated net realized loss on investment transactions. These reclassifications had no effect on net assets.

NOTE G

Floating Rate Notes Issued in Connection with Securities Held

The Portfolio may engage in tender option bond transactions in which the Portfolio may transfer a fixed rate bond (“Fixed Rate Bond”) to a broker for cash. The broker deposits the Fixed Rate Bond into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust), organized by the broker. The Portfolio 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 Portfolio gives the Portfolio 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 Portfolio, 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 Portfolio accounts for the transaction described

 

AB MUNICIPAL INCOME SHARES       63   

Notes to Financial Statements


 

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 Portfolio’s liability with respect to Floating Rate Notes is recorded as incurred. The interest expense is also included in the Portfolio’s expense ratio. At April 30, 2016, the amount of the Fund’s Floating Rate Notes outstanding was $5,265,000 and the related interest rate was 0.44%.

The Portfolio may also purchase Inverse Floaters in the secondary market without first owning the underlying bond. Such an Inverse Floater is included in the Portfolio’s portfolio of investments but is not required to be treated as a secured borrowing and reflected in the Portfolio’s financial statements as a secured borrowing.

NOTE H

New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2015-07 (the “ASU”) which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share practical expedient but do not utilize that practical expedient. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE I

Subsequent Events

The Government STIF Portfolio, prior to June 1, 2016, was offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and was not available for direct purchase by members of the public. Prior to June 1, 2016, the Government STIF Portfolio paid no investment management fees but did bear its own expenses. As of June 1, 2016, the Government STIF Portfolio, which was renamed “AB Government Money Market Portfolio” (the “Government Money Market Portfolio”), will have a contractual investment management fee rate of .20% and will continue to bear its own expenses. In connection with the investment by the Portfolio in the Government Money Market Portfolio, the Adviser will waive its investment management fee from the Portfolio in an amount equal to Government Money Market Portfolio’s effective management fee.

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 other material events that would require disclosure in the Portfolio’s financial statements through this date.

 

64     AB MUNICIPAL INCOME SHARES

Notes to Financial Statements


FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2016     2015     2014     2013     2012  
 

 

 

 

Net asset value, beginning of period

    $  11.14        $  10.64        $  11.22        $  10.50        $  9.24   
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .48        .51        .52        .47        .59   

Net realized and unrealized gain (loss) on investment transactions

    .46        .51        (.59     .77        1.27   
 

 

 

 

Net increase (decrease) in net asset value from operations

    .94        1.02        (.07     1.24        1.86   
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.49     (.52     (.51     (.52     (.60

Distributions from net realized gain on investment transactions

    – 0  –      – 0  –      (.00 )(b)      – 0  –      – 0  – 
 

 

 

 

Total dividends and distributions

    (.49     (.52     (.51     (.52     (.60
 

 

 

 

Net asset value, end of period

    $  11.59        $  11.14        $  10.64        $  11.22        $  10.50   
 

 

 

 

Total Return

         

Total investment return based on net asset value(c)

    8.69  %      9.73  %      (.28 )%      11.98  %      20.74  % 

Ratios/Supplemental Data

         

Net assets, end of period
(000’s omitted)

    $1,112,540        $634,667        $381,668        $205,258        $17,606   

Ratio to average net assets of:

         

Expenses(d)

    .01  %      .01  %      .01  %      .03  %      .05  % 

Net investment income

    4.25  %      4.62  %      5.03  %      4.41  %      6.06  % 

Portfolio turnover rate

    8  %      10  %      29  %      7  %      17  % 

 

(a)   Based on average shares outstanding.

 

(b)   Amount is less than $.005.

 

(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.

 

(d)   The expense ratios, excluding interest expense are .00%, .00%, .00%, .00% and .00%, respectively.

 

  Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

 

AB MUNICIPAL INCOME SHARES       65   

Financial Highlights


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Trustees of AB Corporate Shares and Shareholders of

AB Municipal Income Shares:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Municipal Income Shares (the “Portfolio”), one of the series constituting AB Corporate Shares, as of April 30, 2016, and the related statements of operations and cash flows 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. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2016, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Municipal Income Shares, one of the series constituting AB Corporate Shares, at April 30, 2016, the results of its operations and cash flows for the year then ended, the changes in its 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, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

June 27, 2016

 

66     AB MUNICIPAL INCOME SHARES

Report of Independent Registered Public Accounting Firm


BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

  

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

  
  
  
  

OFFICERS

Philip L. Kirstein,

Senior Vice President and Independent Compliance Officer

Robert “Guy” B. Davidson III(2), Vice President

Terrance T. Hults(2), Vice President

  

Matthew J. Norton(2) , Vice President

Emilie D. Wrapp, Secretary

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
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

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

 

Transfer Agent

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

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Municipal Bond Investment Team. Messrs. Robert “Guy” B. Davidson III, Terrance T. Hults and Matthew J. Norton are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio.

 

AB MUNICIPAL INCOME SHARES       67   

Board of Trustees


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* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INTERESTED TRUSTEE    

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

56

(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.     110      None
     

 

68     AB MUNICIPAL INCOME SHARES

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
DISINTERESTED TRUSTEES    

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as 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 Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(2004)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.     110      None
     

 

AB MUNICIPAL INCOME SHARES       69   

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also 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 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

William H. Foulk, Jr., ##

83

(2004)

  Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None

 

70     AB MUNICIPAL INCOME SHARES

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

D. James Guzy, ##

80

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
     

Nancy P. Jacklin, ##

68

(2006)

  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 Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None

 

AB MUNICIPAL INCOME SHARES       71   

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

DISINTERESTED TRUSTEES

(continued)

   

Garry L. Moody, ##

64

(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 the 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.     110      None
     

Earl D. Weiner, ##

76

(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.     110      None

 

72     AB MUNICIPAL INCOME SHARES

Management of the Fund


 

*   The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 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.

 

AB MUNICIPAL INCOME SHARES       73   

Management of the Fund


 

Officers

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Robert M. Keith

56

   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
71
   Senior Vice President and Independent Compliance Officer    Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
     

Robert “Guy” B. Davidson, III

54

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Terrance T. Hults

55

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Matthew J. Norton

32

   Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Emilie D. Wrapp

60

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
     

Joseph J. Mantineo

57

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
     

Phyllis J. Clarke

55

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2011.
     

Vincent S. Noto

51

   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 prior to 2011.

 

*   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 Fund.

 

     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 AB at 1-800-227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

74     AB MUNICIPAL INCOME SHARES

Management of the Fund


 

 

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “trustees”) of AB Corporate Shares (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Municipal Income Shares (the “Portfolio”) at a meeting held on November 3-5, 2015.

Prior to approval of the continuance of the Advisory Agreement in respect of the Portfolio, the trustees 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 independent of the Adviser, who advised on the relevant legal standards. The trustees also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Portfolio was reasonable. The trustees also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The trustees noted that the Portfolio 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 trustees also noted that no advisory fee is payable by the Portfolio, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Portfolio’s ordinary expenses. The trustees noted that the Fund 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 trustees further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Portfolio as an investment vehicle for their clients.

The trustees considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as trustees or directors 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 trustees and its responsiveness, frankness and attention to concerns raised by the trustees 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 trustees noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

 

AB MUNICIPAL INCOME SHARES       75   


 

 

The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage the Portfolio, and the overall arrangements between the Portfolio 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 trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determination included the following:

Nature, Extent and Quality of Services Provided

The trustees 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 Portfolio. They also noted the professional experience and qualifications of the Portfolio’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 Portfolio’s other service providers, also was considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The trustees considered that while the Adviser does not receive any advisory fee or expense reimbursement from the Portfolio, it does receive fees paid by the Sponsors. They also noted that the Adviser bears certain costs in providing services to the Portfolio and in paying its ordinary expenses. The trustees 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 trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio. The trustees recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors, including, in the case of the Portfolio, the fact that it does not pay an advisory fee. The trustees focused on the profitability of the Adviser’s relationship with the Portfolio before taxes. The trustees noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2013 or 2014.

 

76     AB MUNICIPAL INCOME SHARES


 

 

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio. The trustees noted that the Adviser is compensated by the Sponsors. The trustees understood that the Adviser might also derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2015 meeting, the trustees reviewed information prepared by Broadridge showing the performance of the Portfolio as compared with that of funds selected by Broadridge (the “Performance Universe”), and information prepared by the Adviser showing the Portfolio’s performance as compared with the Barclays Municipal Bond Index (the “Index”), in each case for the 1- and 3-year periods ended July 31, 2015, and (in the case of comparisons with the Index) the period since inception (September 2010 inception). The trustees noted that, on a gross return basis, the Portfolio was in the 3rd quintile of the Performance Universe for the 1-year period and in the 1st quintile of the Performance Universe for the 3-year period. The Portfolio outperformed the Index in all periods. The trustees were cognizant that the Portfolio 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 Portfolio. The trustees had asked the Adviser to provide information showing the weighting of the Portfolio in representative SMAs and the overall performance of those SMAs versus their stated benchmarks. The materials provided to the trustees in respect of the Portfolio included its weighting in the AllianceBernstein Tax-Aware Fixed Income SMA and the AllianceBernstein Municipal Income SMA and the performance of each of those SMAs relative to the Barclays Municipal Bond Unhedged Index. The trustees noted that the Tax-Aware Fixed Income SMA showed generally favorable performance relative to its benchmark, and that the Municipal Income SMA had lagged its benchmark in each period. Based on their review, the trustees concluded that the Portfolio’s performance was satisfactory.

Advisory Fees

The trustees considered the advisory fee rate paid by the Portfolio to the Adviser (zero) and information provided by Broadridge showing the fees paid by other fund families used in wrap fee programs similar to that of the Portfolio. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The trustees 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 Portfolio. The trustees reviewed the

 

AB MUNICIPAL INCOME SHARES       77   


 

 

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 trustees acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Portfolio paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Portfolio (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to portfolio management at the Portfolio level is the same for all Sponsors. The trustees 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 trustees that there were no institutional products managed by it that have a substantially similar investment style.

Since the Portfolio does not bear ordinary expenses, the trustees did not consider comparative expense information.

Economies of Scale

Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolio and the Portfolio’s expense ratio is zero, the trustees did not consider the extent to which fee levels in the Advisory Agreement reflect economies of scale. 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.

 

78     AB MUNICIPAL INCOME SHARES


 

 

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

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

The Senior Officer’s evaluation considered the following factors:

 

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

 

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

 

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

 

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

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

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

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

 

1   The Senior Officer’s fee evaluation was completed on October 22, 2015 and discussed with the Board of Trustees on November 3-5, 2015.

 

2   Future references to the Portfolio do not include “AB.”

 

AB MUNICIPAL INCOME SHARES       79   


 

 

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

PORTFOLIO’S EXEMPTION FROM ADVISORY FEES OR EXPENSES

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

The Portfolio’s net assets on September 30, 2015 are set forth below:

 

Portfolio   

9/30/15

Net Assets ($MM)

Municipal Income Shares    $    739.0

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

 

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and

 

3   Jones v. Harris at 1427.

 

4   The wrap program providers that offer SMAs currently employ the Adviser as one of several investment managers, and compensate the Adviser on the basis of all SMA assets managed by it, which would include assets of Municipal Income Shares.

 

80     AB MUNICIPAL INCOME SHARES


 

 

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

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

The Adviser manages AB High Income Municipal Portfolio (“High Income Municipal Portfolio”), a retail mutual fund that has a somewhat similar investment style as the Portfolio. Set forth in the table below are the advisory fee schedule of High Income Municipal Portfolio and what would have been the

 

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

 

 

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effective advisory fee of the Portfolio had the advisory fee schedule of the retail mutual fund been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio   AB Mutual Funds
(“ABMF”)
  Fee Schedule  

ABMF

Effective
Fee

 
Taxable Multi-Sector Income Shares   High Income Municipal Portfolio  

0.50% on first $2.5 billion

0.45% on next $2.5 billion

0.40% on the balance

    0.500%   

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

 

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

Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio to the fees charged to other investment companies for similar services by other investment advisers.6,7,8 Each peer selected by Broadridge had a similar fee arrangement as the Portfolio, which is to say that with respect to the Portfolio’s peers, all of their fund expenses, including management fees, were reimbursed by their respective investment advisers.9

 

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

 

7   Only zero fee no-load funds that participate in a wrap fee program were considered for inclusion in the Fund’s EG, regardless of the Lipper investment classification/objective of the Funds’ peers. The Fund’s EG peers includes two BBB-rated Corporate Debt (“BBB”) funds, three Multi-Sector Income (“MSI”) fund, one Short-Intermediate Investment Grade Debt (“SII”) fund, four General Bond (“GB”) funds, two Core Bond (“IID”) funds, one General & Insured Municipal Debt (“GM”) fund, one Inflation-Protected Bond (“IUT”) fund, two Global Income (“GLI”) funds and one Intermediate Municipal Debt (“IMD”) fund. The Fund is classified by Lipper as a High Yield Municipal Debt Fund (“HM”).

 

8   On June 5, 2015, Broadridge acquired the Fiduciary Services and Competitive Intelligence unit, i.e., the group responsible for providing the Portfolio’s 15(c) reports, from Thomson Reuters’ Lipper division. The group that maintains Lipper’s expense and performance databases and investment classification/objective remains a part of Thomson Reuters’ Lipper division. Accordingly, the Portfolio’s investment classifications/objectives continued to be determined by Lipper.

 

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

 

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

 

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

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

 

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

The profitability information for the Portfolio, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Portfolio does not pay an advisory fee to the Adviser. However, the Adviser does profit indirectly through the advisory fees that it receives from the wrap program providers whose SMA clients invest in the Portfolio. The Adviser’s profitability with respect to the Portfolio, which was negative in 2014, was calculated using a weighted average of the profitability of the relevant SMA assets, in addition to any fund specific revenue or expense items.

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

 

V. POSSIBLE ECONOMIES OF SCALE

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

 

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In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Trustees an update of the Deli10 study on advisory fees and various fund characteristics.11 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.12 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

 

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

 

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

 

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

 

 

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

With assets under management of approximately $463 billion as of September 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Broadridge, shows the 1 and 3 year gross performance returns and rankings of the Portfolio relative to its Broadridge Performance Universe (“PU”)13 for the period ended July 31, 2015:14

 

    

Portfolio

Return
(%)

    PU Median
(%)
    PU Rank
Municipal Income Shares      

1 year

    6.85        6.69      18/38

3 year

    5.39        4.79      5/26

Set forth below are the 1, 3 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark.15 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.16

 

    

Period Ending July 31, 2015

Annualized Net Performance (%)

 
     1 Year
(%)
    3 Year
(%)
   

Since
Inception

(%)

    Volatility
(%)
    Sharpe
(%)
    Risk Period
(Year)
 
Municipal Income Shares     6.81        5.35        7.32        6.58        0.81        3   
Barclays Capital     3.56        2.81        3.99        3.55        0.77        3   
Municipal Bond Index            
Inception Date: September 1, 2010           

 

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

 

14   The performance returns of the Portfolio were provided Broadridge.

 

15   The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2015.

 

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

 

 

AB MUNICIPAL INCOME SHARES       85   


 

 

CONCLUSION:

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

Dated: November 25, 2015

 

 

86     AB MUNICIPAL INCOME SHARES


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

AB FAMILY OF FUNDS

 

US EQUITY

 

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

 

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

International Strategic Core Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

Asia ex-Japan 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

FIXED INCOME (continued)

 

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

 

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

 

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

 

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

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

 

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Exchange Reserves is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

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.abglobal.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

AB MUNICIPAL INCOME SHARES       87   

AB Family of Funds


NOTES

 

 

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NOTES

 

 

AB MUNICIPAL INCOME SHARES       89   


NOTES

 

 

90     AB MUNICIPAL INCOME SHARES


NOTES

 

 

AB MUNICIPAL INCOME SHARES       91   


NOTES

 

 

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LOGO

AB MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

 

MIS-0151-0416                 LOGO


APR    04.30.16

LOGO

 

ANNUAL REPORT

AB TAXABLE MULTI-SECTOR INCOME SHARES

 


 

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.abglobal.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 recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.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 on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AB publishes full portfolio holdings for the Fund monthly at www.abglobal.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.


June 24, 2016

 

Annual Report

This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares (the “Fund”) for the annual reporting period ended April 30, 2016. 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 AllianceBernstein L.P. (the “Adviser”).

Investment Objectives and Policies

The Fund’s investment objective is to generate income and price appreciation. The Fund invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Fund may invest in a broad range of securities in both developed and emerging markets. The Fund may invest across all fixed-income sectors, including corporate and US and non-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.

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

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 of non-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.

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

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       1   


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

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Barclays US Aggregate ex-Government Bond Index, for the six- and 12-month periods ended April 30, 2016.

The Fund underperformed its benchmark for both periods. Security selection within asset-backed securities detracted from relative performance in both periods; investment-grade corporate selection contributed in the six-month period, though detracted modestly in the 12-month period. Yield-curve positioning contributed to returns during both periods, primarily due to overweight positioning in the five-year part of the curve. Although sector allocation did not have a material impact on overall performance in the six-month period, it detracted in the 12-month period, specifically due to the Fund’s allocation to Treasuries, underweight in investment-grade corporates, overweight to the basics sector and underweight in energy. The latter two of these suffered as oil prices dropped through much of the 12-month period before beginning to rally in the beginning of 2016.

The Fund utilized derivatives in the form of interest rate swaps to manage overall duration positioning. Credit default swaps were utilized for

investment purposes to gain corporate

exposure. CPI swaps were utilized for investment purposes to gain inflation exposure.

Market Review and Investment Strategy

Bond markets were volatile over the six- and 12-month periods ended April 30, 2016, as economic growth trends and monetary policies in the world’s largest economies continued to diverge. Commodity prices declined through much of the 12-month period, with oil prices dipping below $26 per barrel in February, before beginning to stabilize in March and April—despite a breakdown in formal discussions about a potential production freeze. Government bond yields continued their volatility, and the yield on the US 10-Year Treasury ranged from about 1.6% to just below 2.5%, ultimately ending the period at 1.8%. The US dollar appreciated against many developed- and emerging-market currencies during much of the 12-month period, yet during the early part of 2016 the dollar reversed course and depreciated against many of these same currencies. The US Federal Reserve made its first official rate hike in nearly a decade in December, which investors generally accepted smoothly.

European markets declined in the second quarter of 2015 on fears of Greece’s departure from the European Union, but rebounded when stop-gap measures were reached with the country’s creditors in the third quarter to avoid an exit. Volatility was somewhat contained as the European Central Bank (“ECB”) maintained an easing bias through the period,

 

 

2     AB TAXABLE MULTI-SECTOR INCOME SHARES


though additional measures announced in December fell far short of investor expectations, putting pressure on markets in the region. However, the ECB surprised investors with aggressive expansion of its quantitative easing program in March. Other central banks cut rates, with some, including the Bank of Japan and the ECB, dipping into negative rate territory.

Economic activity in emerging-market economies continued to slow: Asia struggled with sluggish exports and weak domestic demand; Latin America continued to face weak growth and political upheaval in many parts of the region; and Eastern Europe’s growth picture was varied, as those countries tied to Western Europe fared better than those tied to commodities. Emerging-market sentiment was bolstered toward the end of the 12-month period. This was due to an uptick in oil prices, signs that China’s slowdown may be less pronounced than feared, encouraging political developments regarding Brazilian president Dilma Rousseff’s impeachment on corruption charges and Argentina’s progress on negotiations with its creditors that culminated in April with the country’s first new security issuance in 15 years.

Against this backdrop, fixed-income performance varied across regions and sectors during the 12-month period. Credit securities generally underperformed developed-market Treasuries; developed-market Treasuries also outperformed emerging-market local-currency government bonds (despite the emerging-market rally in the last three months of the period). The positive performance of investment-grade securities generally outpaced negative returns from high-yield sectors, which saw a fairly wide divergence across sector returns. Commodity-linked sectors had the worst performance—suffering on negative oil price action—with energy down the most, followed by basic industries.

On June 23, 2016, the UK voted to leave the European Union (“EU”) in a popular referendum. At this moment in time, the UK remains a member of the EU and the rules and regulations remain unchanged, as do all the protections in place. Exactly how the UK’s role in the EU will change will become clear over time. The Adviser continues to monitor the heightened market volatility.

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       3   


DISCLOSURES AND RISKS

Benchmark Disclosure

The Barclays US Aggregate ex-Government Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Barclays US Aggregate ex-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 commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

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. The Fund may be subject to a heightened risk of rising interest rates due to the current period of historically low interest rates and the potential effect of government fiscal and central bank monetary policy initiatives, including Federal Reserve actions, and market reactions to such actions. 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.

Foreign (Non-US) Risk: Investments in securities of non-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.

 

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

 

4     AB TAXABLE MULTI-SECTOR INCOME SHARES

Disclosures and Risks


DISCLOSURES AND RISKS

(continued from previous page)

 

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

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.

An Important Note About Historical Performance

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       5   

Disclosures and Risks


HISTORICAL PERFORMANCE

 

        

THE FUND VS. ITS BENCHMARK

PERIODS ENDED APRIL 30, 2016 (unaudited)

  NAV Returns      
  6 Months        12 Months       
AB Taxable Multi-Sector Income Shares     1.07%           1.26%     

 

Barclays US Aggregate ex-Government Bond Index     3.07%           2.68%     
        

GROWTH OF A $10,000 INVESTMENT IN THE FUND

9/15/10* TO 4/30/16 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Taxable Multi-Sector Income Shares (from 9/15/10* to 4/30/16) as compared to the performance of the Fund’s benchmark.

 

*   Inception date: 9/15/2010.

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

(Historical Performance continued on next page)

 

6     AB TAXABLE MULTI-SECTOR INCOME SHARES

Historical Performance


HISTORICAL PERFORMANCE

(continued from previous page)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2016 (unaudited)  
     NAV Returns  
  

1 Year

     1.26

5 Years

     2.03

Since Inception*

     2.39
  

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2016 (unaudited)

 
     SEC Returns  
  

1 Year

     1.15

5 Years

     2.36

Since Inception*

     2.39

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

 

 

*   Inception date: 9/15/2010.

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       7   

Historical Performance


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, 2015
     Ending
Account Value
April 30, 2016
     Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

   $     1,000       $     1,010.70       $     – 0  –      0.00

Hypothetical**

   $ 1,000       $ 1,024.86       $ – 0  –      0.00
*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (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.

 

8     AB TAXABLE MULTI-SECTOR INCOME SHARES

Expense Example


PORTFOLIO SUMMARY

April 30, 2016 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $307.2

 

LOGO

 

 

*   All data are as of April 30, 2016. 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).

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       9   

Portfolio Summary


PORTFOLIO OF INVESTMENTS

April 30, 2016

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

GOVERNMENTS – TREASURIES – 41.6%

    

United States – 41.6%

    

U.S. Treasury Notes

    

0.625%, 7/31/17

   $ 59,200      $ 59,174,544   

0.75%, 2/28/18

     23,000        22,997,309   

0.875%, 3/31/18

     10,000        10,019,530   

1.00%, 3/15/19

     12,000        12,030,468   

1.125%, 1/15/19

     23,500        23,647,791   
    

 

 

 

Total Governments – Treasuries
(cost $127,693,232)

       127,869,642   
    

 

 

 
    

CORPORATES – INVESTMENT
GRADE – 35.0%

    

Industrial – 20.6%

    

Basic – 1.1%

    

BHP Billiton Finance USA Ltd.
1.875%, 11/21/16

     425        427,061   

Ecolab, Inc.
3.00%, 12/08/16

     795        804,503   

Glencore Funding LLC
2.125%, 4/16/18(a)

     1,435        1,388,894   

Monsanto Co.
0.82% (LIBOR 3 Month + 0.20%), 11/07/16(b)

     385        383,961   

PPG Industries, Inc.
6.65%, 3/15/18

     59        63,977   

Rio Tinto Finance USA PLC
1.375%, 6/17/16

     425        425,191   
    

 

 

 
       3,493,587   
    

 

 

 

Capital Goods – 1.4%

    

Boeing Co. (The)
1.65%, 10/30/20

     500        502,939   

Caterpillar Financial Services Corp.

    

1.80%, 11/13/18

     560        567,190   

Series G
1.50%, 2/23/18

     1,350        1,362,736   

John Deere Capital Corp.

    

1.60%, 7/13/18

     455        459,536   

1.75%, 8/10/18

     380        383,937   

1.95%, 1/08/19

     125        127,064   

Lockheed Martin Corp.
1.85%, 11/23/18

     560        567,823   

Republic Services, Inc.
3.80%, 5/15/18

     410        429,090   
    

 

 

 
       4,400,315   
    

 

 

 

Communications - Media – 1.6%

    

CBS Corp.
1.95%, 7/01/17

     425        427,307   

 

10     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Comcast Corp.
5.70%, 5/15/18-7/01/19

   $ 1,410      $ 1,579,203   

Historic TW, Inc.
6.875%, 6/15/18

     690        763,946   

S&P Global, Inc.
2.50%, 8/15/18

     565        575,533   

Time Warner Cable, Inc.
5.85%, 5/01/17

     520        542,240   

Viacom, Inc.
2.50%, 12/15/16

     325        326,636   

Walt Disney Co. (The)

    

0.951% (LIBOR 3 Month + 0.32%), 1/08/19(b)

     580        580,301   

Series G
1.50%, 9/17/18

     180        182,171   
    

 

 

 
       4,977,337   
    

 

 

 

Communications - Telecommunications – 1.0%

    

American Tower Corp.
2.80%, 6/01/20

     440        444,939   

AT&T, Inc.

    

1.40%, 12/01/17

     435        435,032   

2.40%, 3/15/17

     425        429,370   

British Telecommunications PLC
1.625%, 6/28/16

     625        625,706   

Deutsche Telekom International Finance BV
2.25%, 3/06/17(a)

     425        428,663   

Verizon Communications, Inc.
3.65%, 9/14/18

     510        537,049   
    

 

 

 
       2,900,759   
    

 

 

 

Consumer Cyclical - Automotive – 3.1%

    

BMW US Capital LLC
1.50%, 4/11/19(a)

     2,050        2,054,319   

Daimler Finance North America LLC
1.65%, 3/02/18(a)

     596        596,831   

Ford Motor Credit Co. LLC

    

2.021%, 5/03/19

     550        550,000   

2.145%, 1/09/18

     500        503,844   

2.551%, 10/05/18

     700        710,485   

3.336%, 3/18/21

     525        543,723   

General Motors Financial Co., Inc.

    

3.10%, 1/15/19

     360        368,903   

3.25%, 5/15/18

     600        613,827   

Harley-Davidson Financial Services, Inc.

    

2.15%, 2/26/20(a)

     435        438,458   

2.25%, 1/15/19(a)

     155        157,392   

Toyota Motor Credit Corp.
1.20%, 4/06/18

     2,000        2,002,022   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       11   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Volkswagen International Finance NV

    

1.058% (LIBOR 3 Month + 0.44%), 11/18/16(a)(b)

   $ 255      $ 254,342   

1.125%, 11/18/16(a)

     600        599,848   
    

 

 

 
       9,393,994   
    

 

 

 

Consumer Cyclical - Other – 0.4%

    

Starwood Hotels & Resorts Worldwide, Inc.
6.75%, 5/15/18

     1,075        1,173,267   
    

 

 

 

Consumer Cyclical - Restaurants – 0.3%

    

McDonald’s Corp.

    

2.10%, 12/07/18

     285        291,027   

5.35%, 3/01/18

     620        667,007   
    

 

 

 
       958,034   
    

 

 

 

Consumer Cyclical - Retailers – 0.9%

    

CVS Health Corp.
1.90%, 7/20/18

     455        461,257   

Dollar General Corp.
1.875%, 4/15/18

     1,200        1,210,631   

Home Depot, Inc. (The)
2.00%, 4/01/21

     710        717,926   

Walgreens Boots Alliance, Inc.
1.75%, 11/17/17

     430        432,115   
    

 

 

 
       2,821,929   
    

 

 

 

Consumer Non-Cyclical – 5.0%

    

AbbVie, Inc.

    

1.75%, 11/06/17

     265        266,369   

1.80%, 5/14/18

     165        166,148   

2.00%, 11/06/18

     545        549,838   

Actavis Funding SCS
2.35%, 3/12/18

     200        202,190   

Allergan, Inc./United States
1.35%, 3/15/18

     401        397,968   

Amgen, Inc.

    

1.25%, 5/22/17

     395        395,615   

2.125%, 5/15/17

     425        429,412   

5.70%, 2/01/19

     685        761,887   

Anheuser-Busch InBev Finance, Inc.
2.65%, 2/01/21

     579        594,658   

Baxalta, Inc.
2.00%, 6/22/18(a)

     448        446,840   

Bayer US Finance LLC
1.50%, 10/06/17(a)

     430        432,116   

Becton Dickinson and Co.
2.675%, 12/15/19

     425        436,104   

Bottling Group LLC
5.125%, 1/15/19

     475        523,194   

 

12     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Celgene Corp.
2.125%, 8/15/18

   $ 1,170      $ 1,185,798   

Coca-Cola Co. (The)
0.875%, 10/27/17

     530        530,445   

Express Scripts Holding Co.
2.65%, 2/15/17

     420        424,730   

Gilead Sciences, Inc.
1.85%, 9/04/18

     750        763,061   

Kraft Heinz Foods Co.
2.00%, 7/02/18(a)

     485        489,894   

Kroger Co. (The)
2.00%, 1/15/19

     580        587,728   

Laboratory Corp. of America Holdings
2.625%, 2/01/20

     430        434,356   

Medco Health Solutions, Inc.
7.125%, 3/15/18

     135        148,325   

Newell Brands, Inc.
2.60%, 3/29/19

     553        565,789   

PepsiCo, Inc.

    

1.25%, 4/30/18

     435        436,933   

Series 1
1.00%, 10/13/17

     222        222,426   

Philip Morris International, Inc.
5.65%, 5/16/18

     1,080        1,179,292   

Procter & Gamble Co. (The)
1.85%, 2/02/21

     320        325,666   

Stryker Corp.
2.00%, 3/08/19

     1,640        1,661,796   

Thermo Fisher Scientific, Inc.
2.15%, 12/14/18

     575        579,425   

Whirlpool Corp.
1.35%, 3/01/17

     138        138,458   
    

 

 

 
       15,276,461   
    

 

 

 

Energy – 2.7%

    

Anadarko Petroleum Corp.
5.95%, 9/15/16

     405        412,857   

BP Capital Markets PLC
1.676%, 5/03/19

     2,100        2,100,000   

Chevron Corp.
1.344%, 11/09/17

     560        562,672   

ConocoPhillips Co.
1.50%, 5/15/18

     431        428,708   

Energy Transfer Partners LP
2.50%, 6/15/18

     450        440,476   

Enterprise Products Operating LLC

    

1.65%, 5/07/18

     435        435,289   

2.85%, 4/15/21

     1,000        1,017,911   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       13   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Exxon Mobil Corp.
1.708%, 3/01/19

   $ 1,500      $ 1,520,643   

Halliburton Co.
2.70%, 11/15/20

     185        187,493   

Kinder Morgan, Inc./DE
3.05%, 12/01/19

     435        432,553   

Schlumberger Holdings Corp.

    

1.90%, 12/21/17(a)

     235        234,468   

2.35%, 12/21/18(a)

     575        582,960   
    

 

 

 
       8,356,030   
    

 

 

 

Services – 0.4%

    

eBay, Inc.
2.50%, 3/09/18

     640        651,838   

Visa, Inc.
1.20%, 12/14/17

     585        587,740   
    

 

 

 
       1,239,578   
    

 

 

 

Technology – 1.9%

    

Apple, Inc.

    

1.00%, 5/03/18

     435        435,184   

1.70%, 2/22/19

     655        663,953   

Cisco Systems, Inc.

    

0.912% (LIBOR 3 Month + 0.28%),

3/03/17(b)

     755        756,157   

1.60%, 2/28/19

     1,000        1,012,905   

Hewlett Packard Enterprise Co.
2.85%, 10/05/18(a)

     610        622,693   

International Business Machines Corp.

    

1.80%, 5/17/19

     100        101,267   

1.95%, 2/12/19

     1,175        1,199,177   

KLA-Tencor Corp.
2.375%, 11/01/17

     425        428,786   

QUALCOMM, Inc.
1.40%, 5/18/18

     554        557,198   
    

 

 

 
       5,777,320   
    

 

 

 

Transportation - Railroads – 0.5%

    

CSX Corp.
6.25%, 3/15/18

     1,400        1,519,887   
    

 

 

 

Transportation - Services – 0.3%

    

Ryder System, Inc.
3.45%, 11/15/21

     1,000        1,025,806   
    

 

 

 
       63,314,304   
    

 

 

 

Financial Institutions – 13.5%

    

Banking – 11.9%

    

ABN AMRO Bank NV
2.50%, 10/30/18(a)

     470        477,990   

 

14     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

American Express Co.
7.00%, 3/19/18

   $ 375      $ 411,524   

American Express Credit Corp.

    

1.55%, 9/22/17

     432        433,707   

1.875%, 11/05/18

     105        105,736   

Bank of America Corp.

    

6.875%, 4/25/18-11/15/18

     1,251        1,384,889   

Series L
1.95%, 5/12/18

     430        431,323   

2.60%, 1/15/19

     315        320,476   

5.65%, 5/01/18

     140        150,344   

Bank of America NA
2.05%, 12/07/18

     250        252,349   

Bank of Tokyo-Mitsubishi UFJ Ltd. (The)
1.70%, 3/05/18(a)

     430        431,048   

BB&T Corp.
2.05%, 6/19/18

     965        976,800   

Branch Banking & Trust Co.
1.065% (LIBOR 3 Month + 0.43%), 12/01/16(b)

     295        295,368   

Capital One Bank USA NA
1.15%, 11/21/16

     430        430,286   

Capital One Financial Corp.
2.45%, 4/24/19

     430        434,941   

Capital One NA/Mclean VA
2.35%, 8/17/18

     250        252,309   

Citigroup, Inc.

    

1.325% (LIBOR 3 Month + 0.70%),

11/24/17(b)

     169        168,525   

1.35%, 3/10/17

     85        85,111   

1.70%, 4/27/18

     500        500,155   

1.75%, 5/01/18

     450        450,645   

1.85%, 11/24/17

     185        185,657   

2.05%, 12/07/18

     100        100,523   

2.15%, 7/30/18

     140        141,033   

2.50%, 9/26/18-7/29/19

     815        829,293   

2.65%, 10/26/20

     115        116,403   

Discover Bank/Greenwood DE

    

2.00%, 2/21/18

     620        619,789   

2.60%, 11/13/18

     570        575,614   

Fifth Third Bank/Cincinnati OH

    

2.15%, 8/20/18

     560        565,291   

2.30%, 3/15/19

     1,100        1,109,945   

Goldman Sachs Group, Inc. (The)

    

2.00%, 4/25/19

     220        220,675   

2.625%, 1/31/19

     580        591,877   

2.90%, 7/19/18

     365        373,827   

6.15%, 4/01/18

     1,050        1,134,539   

Series G
7.50%, 2/15/19

     250        286,942   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       15   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

HSBC USA, Inc.
0.958% (LIBOR 3 Month + 0.34%), 11/13/17(b)

   $ 430      $ 427,449   

Huntington National Bank (The)

    

1.30%, 11/20/16

     255        255,293   

2.20%, 11/06/18

     555        559,160   

JPMorgan Chase & Co.

    

1.138% (LIBOR 3 Month + 0.52%), 2/15/17(b)

     755        755,259   

6.00%, 1/15/18

     1,086        1,166,789   

6.30%, 4/23/19

     750        845,112   

KeyBank NA/Cleveland OH

    

1.70%, 6/01/18

     575        575,387   

2.35%, 3/08/19

     1,000        1,012,089   

Manufacturers & Traders Trust Co.
1.45%, 3/07/18

     565        563,284   

Mitsubishi UFJ Financial Group, Inc.
2.95%, 3/01/21

     1,200        1,225,618   

Mizuho Bank Ltd.
1.063% (LIBOR 3 Month + 0.43%), 4/16/17(a)(b)

     755        752,533   

Mizuho Financial Group, Inc.
2.632%, 4/12/21(a)

     1,100        1,100,582   

Morgan Stanley

    

1.875%, 1/05/18

     300        301,318   

2.125%, 4/25/18

     405        408,607   

Series G
2.45%, 2/01/19

     1,265        1,284,275   

6.625%, 4/01/18

     280        305,445   

PNC Bank NA

    

1.50%, 2/23/18

     425        426,626   

1.95%, 3/04/19

     1,100        1,111,890   

Regions Bank/Birmingham AL
2.25%, 9/14/18

     475        476,652   

Regions Financial Corp.
2.00%, 5/15/18

     500        499,319   

Royal Bank of Canada
0.968% (LIBOR 3 Month + 0.33%), 1/23/17(b)

     430        430,415   

SunTrust Bank/Atlanta GA
1.058% (LIBOR 3 Month + 0.44%), 2/15/17(b)

     255        254,574   

Synchrony Financial
2.60%, 1/15/19

     575        579,165   

Toronto-Dominion Bank (The)
2.125%, 4/07/21

     1,155        1,158,348   

UBS AG/Stamford CT
1.375%, 8/14/17

     475        474,420   

US Bancorp
1.108% (LIBOR 3 Month + 0.49%), 11/15/18(b)

     130        129,782   

 

16     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

US Bank NA/Cincinnati OH

    

1.375%, 9/11/17

   $ 430      $ 431,543   

1.40%, 4/26/19

     2,200        2,200,422   

Wells Fargo & Co.

    

1.15%, 6/02/17

     430        430,308   

2.50%, 3/04/21

     775        787,364   

Wells Fargo Bank NA
1.65%, 1/22/18

     815        821,654   
    

 

 

 
       36,595,616   
    

 

 

 

Insurance – 1.3%

    

Berkshire Hathaway Finance Corp.
1.70%, 3/15/19

     1,650        1,673,176   

Humana, Inc.
7.20%, 6/15/18

     300        333,301   

Metropolitan Life Global Funding I
1.95%, 12/03/18(a)

     550        555,810   

UnitedHealth Group, Inc.
1.70%, 2/15/19

     1,380        1,396,222   
    

 

 

 
       3,958,509   
    

 

 

 

REITS – 0.3%

    

Simon Property Group LP
2.50%, 9/01/20

     560        573,514   

Welltower, Inc.
4.70%, 9/15/17

     215        222,938   
    

 

 

 
       796,452   
    

 

 

 
       41,350,577   
    

 

 

 

Utility – 0.9%

    

Electric – 0.9%

    

Dominion Resources, Inc./VA
1.95%, 8/15/16

     425        426,238   

Exelon Corp.
2.45%, 4/15/21

     1,103        1,115,352   

Exelon Generation Co. LLC
2.95%, 1/15/20

     130        131,962   

National Rural Utilities Cooperative Finance Corp.
1.65%, 2/08/19

     1,000        1,007,848   

Southern Power Co.
1.85%, 12/01/17

     185        186,234   
    

 

 

 
       2,867,634   
    

 

 

 

Total Corporates – Investment Grade
(cost $106,725,778)

       107,532,515   
    

 

 

 
    

ASSET-BACKED SECURITIES – 13.9%

    

Autos - Fixed Rate – 8.3%

    

Ally Auto Receivables Trust

    

Series 2015-2, Class A3
1.49%, 11/15/19

     95        95,253   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       17   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2016-2, Class A4
1.60%, 1/15/21

   $ 1,000      $ 996,327   

Ally Master Owner Trust
Series 2015-3, Class A
1.63%, 5/15/20

     166        166,132   

AmeriCredit Automobile Receivables Trust
Series 2013-3, Class A3
0.92%, 4/09/18

     23        23,392   

ARI Fleet Lease Trust
Series 2014-A, Class A2
0.81%, 11/15/22(a)

     33        32,756   

California Republic Auto Receivables Trust
Series 2015-2, Class A3
1.31%, 8/15/19

     76        76,075   

CarMax Auto Owner Trust

    

Series 2015-4, Class A3
1.56%, 11/16/20

     1,237        1,240,857   

Series 2016-2, Class A3
1.52%, 2/16/21

     2,500        2,496,732   

Chrysler Capital Auto Receivables Trust
Series 2015-BA, Class A3
1.91%, 3/16/20(a)

     118        119,103   

Drive Auto Receivables Trust
Series 2015-DA, Class A2A
1.23%, 6/15/18(a)

     33        32,695   

Enterprise Fleet Financing LLC

    

Series 2014-2, Class A2
1.05%, 3/20/20(a)

     182        181,101   

Series 2015-1, Class A2
1.30%, 9/20/20(a)

     165        164,975   

Fifth Third Auto Trust
Series 2014-3, Class A4
1.47%, 5/17/21

     980        980,876   

Ford Credit Auto Lease Trust
Series 2016-A, Class A2A
1.42%, 11/15/18

     2,300        2,302,989   

Ford Credit Auto Owner Trust

    

Series 2012-B, Class A4
1.00%, 9/15/17

     11        11,276   

Series 2013-A, Class D
1.86%, 8/15/19

     118        117,987   

Series 2014-2, Class A
2.31%, 4/15/26(a)

     128        129,799   

Series 2016-B, Class A4
1.52%, 8/15/21

     2,500        2,498,015   

Ford Credit Floorplan Master Owner Trust
Series 2016-1, Class A1
1.76%, 2/15/21

     1,000        1,000,084   

 

18     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

GM Financial Automobile Leasing Trust

    

Series 2015-1, Class A2
1.10%, 12/20/17

   $ 105      $ 105,397   

Series 2015-2, Class A3
1.68%, 12/20/18

     153        153,549   

Series 2015-3, Class A3
1.69%, 3/20/19

     650        652,455   

GMF Floorplan Owner Revolving Trust
Series 2015-1, Class A1
1.65%, 5/15/20(a)

     629        627,109   

Harley-Davidson Motorcycle Trust

    

Series 2014-1, Class A3
1.10%, 9/15/19

     375        375,043   

Series 2015-1, Class A3
1.41%, 6/15/20

     912        911,417   

Series 2015-2, Class A3
1.30%, 3/16/20

     2,700        2,694,514   

Hertz Vehicle Financing LLC
Series 2016-1A, Class A
2.32%, 3/25/20(a)

     1,000        1,000,089   

Honda Auto Receivables Owner Trust

    

Series 2015-3, Class A2
0.92%, 11/20/17

     988        988,189   

Series 2015-4, Class A3
1.23%, 9/23/19

     854        852,241   

Hyundai Auto Lease Securitization Trust

    

Series 2015-A, Class A2
1.00%, 10/16/17(a)

     487        487,503   

Series 2015-B, Class A3
1.40%, 11/15/18(a)

     166        166,135   

Hyundai Auto Receivables Trust
Series 2015-A, Class A2
0.68%, 10/16/17

     219        218,975   

Mercedes Benz Auto Lease Trust

    

Series 2015-B, Class A3
1.34%, 7/16/18

     88        88,018   

Series 2016-A, Class A3
1.52%, 3/15/19

     1,480        1,480,807   

Nissan Auto Lease Trust
Series 2015-A, Class A3
1.40%, 6/15/18

     126        126,232   

Santander Drive Auto Receivables Trust

    

Series 2015-3, Class A2A
1.02%, 9/17/18

     41        40,975   

Series 2015-4, Class A2A
1.20%, 12/17/18

     393        392,607   

Toyota Auto Receivables Owner Trust
Series 2015-C, Class A2A
0.92%, 2/15/18

     936        936,341   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       19   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Volkswagen Auto Loan Enhanced Trust
Series 2014-1, Class A3
0.91%, 10/22/18

   $ 202      $ 201,262   

Volkswagen Credit Auto Master Trust
Series 2014-1A, Class A2
1.40%, 7/22/19(a)

     72        71,212   

Westlake Automobile Receivables Trust
Series 2015-3A, Class A2A
1.42%, 5/17/21(a)

     188        188,013   
    

 

 

 
       25,424,507   
    

 

 

 

Credit Cards - Fixed Rate – 3.8%

    

American Express Credit Account Master Trust
Series 2014-4, Class A
1.43%, 6/15/20

     2,500        2,511,769   

Barclays Dryrock Issuance Trust
Series 2015-4, Class A
1.72%, 8/16/21

     1,100        1,105,163   

Capital One Multi-Asset Execution Trust
Series 2015-A5, Class A5
1.60%, 5/17/21

     2,500        2,517,114   

Chase Issuance Trust
Series 2013-A1, Class A1
1.30%, 2/18/20

     2,500        2,506,561   

Synchrony Credit Card Master Note Trust
Series 2015-3, Class A
1.74%, 9/15/21

     1,119        1,120,537   

Series 2016-1, Class A
2.04%, 3/15/22

     1,984        1,998,035   
    

 

 

 
       11,759,179   
    

 

 

 

Autos - Floating Rate – 0.8%

    

BMW Floorplan Master Owner Trust
Series 2015-1A, Class A
0.933% (LIBOR 1 Month + 0.50%), 7/15/20(a)(b)

     142        142,000   

Ford Credit Floorplan Master Owner Trust A
Series 2015-2, Class A2
1.003% (LIBOR 1 Month + 0.57%), 1/15/22(b)

     1,038        1,028,905   

GE Dealer Floorplan Master Note Trust
Series 2015-1, Class A
0.939% (LIBOR 1 Month + 0.50%), 1/20/20(b)

     1,041        1,038,386   

Hertz Fleet Lease Funding LP
Series 2013-3, Class A
0.987% (LIBOR 1 Month + 0.55%), 12/10/27(a)(b)

     46        45,853   

Navistar Financial Dealer Note Master Trust
Series 2014-1, Class A
1.189% (LIBOR 1 Month + 0.75%), 10/25/19(a)(b)

     169        168,450   

 

20     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

NCF Dealer Floorplan Master Trust
Series 2014-1A, Class A
1.939% (LIBOR 1 Month + 1.50%), 10/20/20(a)(b)

   $ 169      $ 169,000   

Volkswagen Credit Auto Master Trust
Series 2014-1A, Class A1
0.789% (LIBOR 1 Month + 0.35%), 7/22/19(a)(b)

     50        49,325   
    

 

 

 
       2,641,919   
    

 

 

 

Credit Cards - Floating Rate – 0.6%

    

American Express Issuance Trust II
Series 2013-1, Class A
0.713% (LIBOR 1 Month + 0.28%), 2/15/19(b)

     1,200        1,200,136   

Cabela’s Credit Card Master Note Trust
Series 2011-2A, Class A2
1.033% (LIBOR 1 Month + 0.60%), 6/17/19(a)(b)

     250        250,063   

Series 2014-1, Class A
0.783% (LIBOR 1 Month + 0.35%), 3/16/20(b)

     235        234,642   

World Financial Network Credit Card Master Trust
Series 2015-A, Class A
0.913% (LIBOR 1 Month + 0.48%), 2/15/22(b)

     93        92,736   
    

 

 

 
       1,777,577   
    

 

 

 

Other ABS - Fixed Rate – 0.4%

    

Ascentium Equipment Receivables LLC
Series 2015-2A, Class A1
1.00%, 11/10/16(a)

     46        45,896   

CIT Equipment Collateral
Series 2014-VT1, Class A2
0.86%, 5/22/17(a)

     445        445,508   

CNH Equipment Trust
Series 2013-A, Class A3
0.69%, 6/15/18

     14        14,201   

Series 2015-A, Class A4
1.85%, 4/15/21

     553        555,040   

Dell Equipment Finance Trust
Series 2014-1, Class A3
0.94%, 6/22/20(a)

     59        58,949   

Macquarie Equipment Funding Trust
Series 2014-A, Class A2
0.80%, 11/21/16(a)

     1        516   
    

 

 

 
       1,120,110   
    

 

 

 

Total Asset-Backed Securities
(cost $42,697,292)

       42,723,292   
    

 

 

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       21   

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

COLLATERALIZED MORTGAGE
OBLIGATIONS – 4.3%

    

Risk Share Floating Rate – 3.9%

    

Bellemeade Re Ltd.
Series 2016-1A, Class M2A
4.937% (LIBOR 1 Month + 4.50%), 4/25/26(b)

   $ 222      $ 221,689   

Federal Home Loan Mortgage Corp.
Structured Agency Credit Risk Debt Notes
Series 2016-HQA1, Class M1
2.189% (LIBOR 1 Month + 1.75%), 9/25/28(b)

     1,292        1,292,903   

Federal National Mortgage Association Connecticut Avenue Securities

    

Series 2014-C01, Class M1
2.039% (LIBOR 1 Month + 1.60%), 1/25/24(b)

     1,656        1,656,412   

Series 2014-C02, Class 1M1
1.389% (LIBOR 1 Month + 0.95%), 5/25/24(b)

     1,913        1,901,516   

Series 2014-C02, Class 2M1
1.389% (LIBOR 1 Month + 0.95%), 5/25/24(b)

     2,353        2,334,622   

Series 2015-C03, Class 1M1
1.939% (LIBOR 1 Month + 1.50%), 7/25/25(b)

     783        782,755   

Series 2016-C02, Class 1M1
2.585% (LIBOR 1 Month + 2.15%), 9/25/28(b)

     1,720        1,736,184   

Series 2016-C03, Class 1M1
2.439% (LIBOR 1 Month + 2.00%), 10/25/28(b)

     706        709,498   

Series 2016-C03, Class 2M1
2.639% (LIBOR 1 Month + 2.20%), 10/25/28(b)

     1,504        1,507,555   
    

 

 

 
       12,143,134   
    

 

 

 

Agency Fixed Rate – 0.4%

    

Federal Home Loan Mortgage Corp. REMICs

    

Series 4029, Class LD
1.75%, 1/15/27

     653        654,635   

Series 4459, Class CA
5.00%, 12/15/34

     429        453,264   
    

 

 

 
       1,107,899   
    

 

 

 

Total Collateralized Mortgage Obligations
(cost $13,220,696)

       13,251,033   
    

 

 

 
    

 

22     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


    

Principal

Amount

(000)

    U.S. $ Value  

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES – 2.9%

    

Non-Agency Fixed Rate CMBS – 2.0%

    

Citigroup Commercial Mortgage Trust

    

Series 2013-GC17, Class A2
2.962%, 11/10/46

   $ 435      $ 447,831   

Series 2015-GC29, Class A2
2.674%, 4/10/48

     1,000        1,026,646   

Commercial Mortgage Trust

    

Series 2013-CR6, Class A1
0.719%, 3/10/46

     199        198,120   

Series 2014-LC15, Class A2
2.84%, 4/10/47

     440        452,843   

GS Mortgage Securities Trust

    

Series 2007-GG10, Class A4
5.987%, 8/10/45

     71        72,752   

Series 2013-G1, Class A1
2.059%, 4/10/31(a)

     719        707,173   

Series 2014-GC20, Class A2
3.002%, 4/10/47

     1,000        1,031,101   

JP Morgan Chase Commercial Mortgage Securities Trust

    

Series 2007-LDPX, Class A1A
5.439%, 1/15/49

     120        122,769   

Series 2013-C13, Class A2
2.665%, 1/15/46

     440        449,332   

Series 2013-C16, Class A2
3.07%, 12/15/46

     328        337,646   

Merrill Lynch Mortgage Trust
Series 2006-C2, Class AM
5.782%, 8/12/43

     1,000        1,003,981   

Wachovia Bank Commercial Mortgage Trust
Series 2006-C26, Class A1A
6.009%, 6/15/45

     29        28,966   

WF-RBS Commercial Mortgage Trust
Series 2013-C16, Class A2
3.223%, 9/15/46

     430        444,453   
    

 

 

 
       6,323,613   
    

 

 

 

Non-Agency Floating Rate CMBS – 0.9%

    

JP Morgan Chase Commercial Mortgage Securities Trust

    

Series 2014-INN, Class A
1.353% (LIBOR 1 Month + 0.92%), 6/15/29(a)(b)

     1,000        988,081   

Series 2015-SGP, Class A
2.133% (LIBOR 1 Month + 1.70%), 7/15/36(a)(b)

     400        397,073   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       23   

Portfolio of Investments


   

Principal

Amount

(000)

    U.S. $ Value  

 

 

Resource Capital Corp., Ltd.
Series 2014-CRE2, Class A
1.483% (LIBOR 1 Month + 1.05%), 4/15/32(a)(b)

  $ 305      $ 299,826   

Starwood Retail Property Trust
Series 2014-STAR, Class A
1.653% (LIBOR 1 Month + 1.22%), 11/15/27(a)(b)

    1,000        987,565   
   

 

 

 
      2,672,545   
   

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $9,068,458)

      8,996,158   
   

 

 

 
   

CORPORATES – NON-INVESTMENT
GRADE – 0.1%

   

Industrial – 0.1%

   

Basic – 0.1%

   

Freeport-McMoRan, Inc.
3.10%, 3/15/20
(cost $201,429)

    230        207,000   
   

 

 

 
    Shares        

SHORT-TERM INVESTMENTS – 1.1%

   

Investment Companies – 1.1%

   

AB Fixed Income Shares, Inc. – Government
STIF Portfolio, 0.36%(c)(d)
(cost $3,416,424)

    3,416,424        3,416,424   
   

 

 

 

Total Investments – 98.9%
(cost $303,023,309)

      303,996,064   

Other assets less liabilities – 1.1%

      3,237,246   
   

 

 

 

Net Assets – 100.0%

    $ 307,233,310   
   

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Clearing Broker/(Exchange) &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2016
    Notional
Amount
(000)
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

         

Citigroup Global Markets, Inc./(INTRCONX)

         

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00     0.82   $     10,000      $     90,667      $     153,148   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82        7,500        68,001        101,429   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82        5,000        45,334        81,614   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82        4,000        36,267        44,099   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82        2,400        21,760        26,628   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82        1,300        11,787        4,898   

 

24     AB TAXABLE MULTI-SECTOR INCOME SHARES

Portfolio of Investments


 

Clearing Broker/(Exchange) &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2016
    Notional
Amount
(000)
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00     0.82   $     650      $ 5,893      $ 621   

CDX-NAIG Series 25,
5 Year Index, 12/20/20*

    1.00        0.82            1,700        15,413        1,614   
       

 

 

   

 

 

 
        $     295,122      $     414,051   
       

 

 

   

 

 

 

 

*   Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type      
Clearing Broker/
(Exchange)
  Notional
Amount
(000)
   

Termination

Date

   

Payments
made by the

Fund

  Payments
received
by the
Fund
  Unrealized
Appreciation/
(Depreciation)
 

Citigroup Global Markets, Inc./(CME Group)

  $     7,300        7/23/17      3 Month LIBOR   0.943%   $     29,811   

Citigroup Global Markets, Inc./(CME Group)

    6,300        2/26/18      3 Month LIBOR   0.801%     (8,976

Citigroup Global Markets, Inc./(CME Group)

    3,000        7/23/20      1.800%   3 Month LIBOR     (93,319

Citigroup Global Markets, Inc./(CME Group)

            1,850        2/26/21      1.141%   3 Month LIBOR     6,411   
         

 

 

 
          $         (66,073
         

 

 

 

 

(a)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2016, the aggregate market value of these securities amounted to $20,001,449 or 6.5% of net assets.

 

(b)   Floating Rate Security. Stated interest rate was in effect at April 30, 2016.

 

(c)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ABS – Asset-Backed Securities

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

INTRCONX – Inter-Continental Exchange

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

REMICs – Real Estate Mortgage Investment Conduits

See notes to financial statements.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       25   

Portfolio of Investments


STATEMENT OF ASSETS & LIABILITIES

April 30, 2016

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $299,606,885)

   $     300,579,640   

Affiliated issuers (cost $3,416,424)

     3,416,424   

Cash collateral due from broker

     748,359   

Receivable for shares of beneficial interest sold

     4,854,241   

Interest and dividends receivable

     904,739   

Receivable for investment securities sold

     11,015   
  

 

 

 

Total assets

     310,514,418   
  

 

 

 
Liabilities   

Payable for investment securities purchased

     2,871,689   

Dividends payable

     349,128   

Payable for shares of beneficial interest redeemed

     46,689   

Payable for variation margin on exchange-traded derivatives

     13,602   
  

 

 

 

Total liabilities

     3,281,108   
  

 

 

 

Net Assets

   $ 307,233,310   
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 310   

Additional paid-in capital

     307,235,500   

Distributions in excess of net investment income

     (191,950

Accumulated net realized loss on investment transactions

     (1,131,283

Net unrealized appreciation on investments

     1,320,733   
  

 

 

 
   $ 307,233,310   
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 30,997,134 common shares outstanding)

   $ 9.91   
  

 

 

 

 

See notes to financial statements.

 

26     AB TAXABLE MULTI-SECTOR INCOME SHARES

Statement of Assets & Liabilities


STATEMENT OF OPERATIONS

Year Ended April 30, 2016

 

Investment Income      

Interest

   $     1,618,187      

Dividends—Affiliated issuers

     6,037      
  

 

 

    

Total investment income

      $ 1,624,224   
     

 

 

 
Realized and Unrealized Gain (Loss) on
Investment Transactions
     

Net realized gain (loss) on:

     

Investment transactions

        (148,775

Swaps

        85,729   

Net change in unrealized appreciation/depreciation of:

     

Investments

        754,784   

Swaps

        291,058   
     

 

 

 

Net gain on investment transactions

        982,796   
     

 

 

 

Net Increase in Net Assets from Operations

      $     2,607,020   
     

 

 

 

 

See notes to financial statements.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       27   

Statement of Operations


STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,

2016
    Year Ended
April 30,

2015
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 1,624,224      $ 1,241,717   

Net realized gain (loss) on investment transactions

     (63,046     86,159   

Net change in unrealized appreciation/depreciation of investments

     1,045,842        153,536   
  

 

 

   

 

 

 

Net increase in net assets from operations

     2,607,020        1,481,412   
Dividends to Shareholders from     

Net investment income

     (1,951,877     (1,603,900
Transactions in Shares of Beneficial Interest     

Net increase

     188,990,290        12,552,557   
  

 

 

   

 

 

 

Total increase

     189,645,433        12,430,069   
Net Assets     

Beginning of period

     117,587,877        105,157,808   
  

 

 

   

 

 

 

End of period (including distributions in excess of net investment income of (191,950) and ($2,399), respectively)

   $     307,233,310      $     117,587,877   
  

 

 

   

 

 

 

 

See notes to financial statements.

 

28     AB TAXABLE MULTI-SECTOR INCOME SHARES

Statement of Changes in Net Assets


NOTES TO FINANCIAL STATEMENTS

April 30, 2016

 

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 an open-end, diversified management investment company. The Trust operates as a “series” company currently offering three separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares and AB Taxable Multi-Sector Income Shares (the “Portfolio”). 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.

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

1. Security Valuation

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       29   

Notes to Financial Statements


 

 

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. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio 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

 

30     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest 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 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, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices,

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       31   

Notes to Financial Statements


 

 

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 Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2016:

 

Investments in Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Governments – Treasuries

  $ – 0  –    $ 127,869,642      $ – 0  –    $ 127,869,642   

Corporates – Investment Grade

    – 0  –      107,532,515        – 0  –      107,532,515   

Asset-Backed Securities

    – 0  –      42,723,292        – 0  –      42,723,292   

Collateralized Mortgage Obligations

    – 0  –      13,251,033        – 0  –      13,251,033   

Commercial Mortgage-Backed Securities

    – 0  –      7,919,425        1,076,733        8,996,158   

Corporates – Non-Investment Grade

    – 0  –      207,000        – 0  –      207,000   

Short-Term Investments

    3,416,424        – 0  –      – 0  –      3,416,424   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    3,416,424        299,502,907        1,076,733        303,996,064   

Other Financial Instruments(a):

       

Assets:

       

Centrally Cleared Credit Default Swaps

    – 0  –      414,051        – 0  –      414,051 (b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      36,222        – 0  –      36,222 (b) 

Liabilities:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      (102,295     – 0  –      (102,295 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(c)

  $   3,416,424      $   299,850,885      $   1,076,733      $   304,344,042   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   

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

 

(b)   

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

 

(c)   

There were no transfers between Level 1 and Level 2 during the reporting period.

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

 

32     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

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 4/30/15

  $ 1,554,193      $ – 0  –    $ 1,554,193   

Accrued discounts/(premiums)

    – 0  –      (1,301     (1,301

Realized gain (loss)

    – 0  –      (2,884     (2,884

Change in unrealized appreciation/depreciation

    – 0  –      (35,753     (35,753

Purchases/Payups

    – 0  –      1,711,445        1,711,445   

Sales/Paydowns

    – 0  –      (594,774     (594,774

Transfers in to Level 3

    – 0  –      – 0  –      – 0  – 

Transfers out of Level 3

      (1,554,193     – 0  –        (1,554,193
 

 

 

   

 

 

   

 

 

 

Balance as of 4/30/16

  $ – 0  –    $   1,076,733      $ 1,076,733 (a) 
 

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/16(b)

  $ – 0  –    $ (35,753   $ (35,753
 

 

 

   

 

 

   

 

 

 

 

(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.

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

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       33   

Notes to Financial Statements


 

 

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

3. Taxes

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

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

 

34     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

the Portfolio’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Portfolio for, office space, facilities and equipment, services of executive and other personnel of the Portfolio and certain administrative services.

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

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

The Portfolio may invest in the AB Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not currently available for direct purchase by members of the public. The Government STIF Portfolio currently pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the year ended April 30, 2016 is as follows:

 

Market Value

April 30, 2015

(000)

    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
April 30, 2016
(000)
    Dividend
Income
(000)
 
$     438      $     159,548      $     156,570      $     3,416      $     6   

Brokerage commissions paid on investment transactions for the year ended April 30, 2016 amounted to $0, 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, 2016, were as follows:

 

     Purchases      Sales  

Investment securities (excluding
U.S. government securities)

   $     139,932,376       $     67,913,013   

U.S. government securities

     171,936,953         61,002,903   

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       35   

Notes to Financial Statements


 

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     303,033,345   
  

 

 

 

Gross unrealized appreciation

   $ 1,128,863   

Gross unrealized depreciation

     (166,144
  

 

 

 

Net unrealized appreciation

   $ 962,719   
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by 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 Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio 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 Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio 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 Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio 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/

 

36     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

(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 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 a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio 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 Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-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 Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio 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 Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio 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.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       37   

Notes to Financial Statements


 

 

In addition, the Portfolio 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 Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio 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 Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2016, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps 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 Portfolio 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 unexpected inflation increases.

During the year ended April 30, 2016, the Portfolio held inflation (CPI) swaps for non-hedging purposes.

Credit Default Swaps:

The Portfolio 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 Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio 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 Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio 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.

 

38     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

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 Portfolio for the same reference obligation with the same counterparty. As of April 30, 2016, the Portfolio 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 Portfolio 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 Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio 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 Portfolio.

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, 2016, the Portfolio held credit default swaps for non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s 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.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       39   

Notes to Financial Statements


 

 

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At April 30, 2016, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

 
Receivable/Payable for variation margin on exchange-traded derivatives
   
$

36,222
 
 
Receivable/Payable for variation margin on exchange-traded derivatives
   
$

102,295
 

Credit contracts

  Receivable/Payable for variation margin on exchange-traded derivatives     414,051    
   

 

 

     

 

 

 

Total

    $   450,273        $   102,295   
   

 

 

     

 

 

 

 

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

 

40     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

 

Derivative Type

 

Location of Gain
or (Loss) on
Derivatives Within
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   $ (9,831   $ (68,749

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     95,560        359,807   
   

 

 

   

 

 

 

Total

    $   85,729      $   291,058   
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended April 30, 2016:

 

Inflation Swaps:

  

Average notional amount

   $ 2,616,667 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 12,745,000 (b) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $     13,845,455 (b) 

 

(a)   

Positions were open for two months during the year.

 

(b)   

Positions were open for ten months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2016:

 

Counterparty

   Derivative
Liabilities
Subject
to a MA
     Derivative
Available for
Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged
    Net
Amount of
Derivatives
Liabilities
 

Exchange-Traded Derivatives:

           

Citigroup Global Markets, Inc.**

   $     13,602       $ – 0  –    $     (13,602   $ – 0  –    $ – 0  – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 13,602       $     – 0  –    $ (13,602   $     – 0  –    $     – 0  – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged is more than the amount reported due to over-collateralization.

 

**   Cash and securities have been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2016.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       41   

Notes to Financial Statements


 

 

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 Portfolio 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 Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio 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,
2016
    

Year Ended

April 30,

2015

       

Year Ended

April 30,

2016

   

Year Ended

April 30,

2015

     
  

 

 

   
Class A              

Shares sold

     32,935,056         11,850,429        $      325,171,658      $ 118,033,526     

 

   

Shares redeemed

     (13,733,956      (10,606,563       (136,181,368     (105,480,969  

 

   

Net increase

     19,201,100         1,243,866        $ 188,990,290      $ 12,552,557     

 

   

NOTE E

Risks Involved in Investing in the Portfolio

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

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.

 

42     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

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 Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

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

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 Portfolio’s investments or reduce its returns.

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

Derivatives Risk—The Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio’s

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       43   

Notes to Financial Statements


 

 

investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

NOTE F

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2016 and April 30, 2015 were as follows:

 

     2016      2015  

Distributions paid from:

     

Ordinary income

   $ 1,951,877       $ 1,603,900   
  

 

 

    

 

 

 

Total taxable distributions paid

   $     1,951,877       $     1,603,900   
  

 

 

    

 

 

 

As of April 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $     574,920   

Accumulated capital and other losses

     (1,121,247 )(a) 

Unrealized appreciation/(depreciation)

     892,955 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 346,628 (c) 
  

 

 

 

 

(a)   

As of April 30, 2016, the Portfolio had a net capital loss carryforward of $1,121,247.

 

(b)   

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

 

(c)   

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, 2016, the Portfolio had a net short-term capital loss carryforward of $1,006,257 and a net long-term capital loss carryforward of $114,990 which may be carried forward for an indefinite period.

 

44     AB TAXABLE MULTI-SECTOR INCOME SHARES

Notes to Financial Statements


 

 

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps and paydown gain/loss reclassifications resulted in a net decrease in distributions in excess of net investment income, and a net increase in accumulated net realized loss on investment transactions. These reclassifications had no effect on net assets.

NOTE G

New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2015-07 (the “ASU”) which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for investments that are eligible to be measured at fair value using the net asset value per share practical expedient but do not utilize that practical expedient. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE H

Subsequent Events

The Government STIF Portfolio, prior to June 1, 2016, was offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and was not available for direct purchase by members of the public. Prior to June 1, 2016, the Government STIF Portfolio paid no investment management fees but did bear its own expenses. As of June 1, 2016, the Government STIF Portfolio, which was renamed “AB Government Money Market Portfolio” (the “Government Money Market Portfolio”), will have a contractual investment management fee rate of .20% and will continue to bear its own expenses. In connection with the investment by the Portfolio in the Government Money Market Portfolio, the Adviser will waive its investment management fee from the Portfolio in an amount equal to Government Money Market Portfolio’s effective management fee.

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 other material events that would require disclosure in the Portfolio’s financial statements through this date.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       45   

Notes to Financial Statements


FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2016     2015     2014     2013     2012  
 

 

 

 

Net asset value, beginning of period

    $  9.97        $  9.97        $  9.97        $  10.17        $  10.09   
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .14        .09        .10        .10        .32   

Net realized and unrealized gain (loss) on investment transactions

    (.02 )      .03        .02       .15       .08   
 

 

 

 

Net increase in net asset value from operations

    .12        .12        .12        .25        .40   
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.18     (.12     (.12     (.14     (.32

Distributions from net realized gain on investment transactions

    – 0  –      – 0  –      – 0  –      (.31     – 0  – 
 

 

 

 

Total dividends and distributions

    (.18     (.12     (.12     (.45     (.32
 

 

 

 

Net asset value, end of period

    $  9.91        $  9.97        $  9.97        $  9.97        $  10.17   
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    1.26  %      1.16  %      1.22  %      2.47  %      4.05  % 

Ratios/Supplemental Data

         

Net assets, end of period
(000’s omitted)

    $307,233        $117,588        $105,158        $67,791        $10,174   

Ratio to average net assets of:

         

Net investment income

    1.44  %      .89  %      1.04  %      1.05  %      3.17  % 

Portfolio turnover rate

    109  %      109  %      150  %      66  %      156  % 

 

(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 accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

 

46     AB TAXABLE MULTI-SECTOR INCOME SHARES

Financial Highlights


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:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Taxable Multi-Sector Income Shares (the “Portfolio”), one of the series constituting AB Corporate Shares, as of April 30, 2016, 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. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2016, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Taxable Multi-Sector Income Shares, one of the series constituting AB Corporate Shares, at April 30, 2016, 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 the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

June 27, 2016

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       47   

Report of Independent Registered Public Accounting Firm


2016 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended April 30, 2016.

For foreign shareholders, 72.38% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

 

48     AB TAXABLE MULTI-SECTOR INCOME SHARES


BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1) , Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

  

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

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

Douglas J. Peebles(2),
Senior Vice President

Paul J. DeNoon(2), Vice President

Scott A. DiMaggio(2), Vice President

Shawn E. Keegan(2), Vice President

  

Greg J. Wilensky(2), Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

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

 

Transfer Agent

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

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       49   

Board of Trustees


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 RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN 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

56

(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.     110      None
     
DISINTERESTED TRUSTEES

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as 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.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007

 

50     AB TAXABLE MULTI-SECTOR INCOME SHARES

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
DISINTERESTED TRUSTEES
(continued)
   

John H. Dobkin, ##

74

(2004)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.     110      None
     

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also 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 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       51   

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
DISINTERESTED TRUSTEES
(continued)
   

William H. Foulk, Jr., ##

83

(2004)

  Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
     

D. James Guzy, ##

80

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
     

 

52     AB TAXABLE MULTI-SECTOR INCOME SHARES

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
DISINTERESTED TRUSTEES
(continued)
   

Nancy P. Jacklin, ##

68

(2006)

  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 Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None
     

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       53   

Trustees and Officers Information


 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
DISINTERESTED TRUSTEES
(continued)
   

Garry L. Moody, ##

64

(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 the 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.     110      None
     

Earl D. Weiner, ##

76

(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.     110      None

 

54     AB TAXABLE MULTI-SECTOR INCOME SHARES

Trustees and Officers Information


 

*   The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 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.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       55   

Trustees and Officers Information


 

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
56
   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
71
   Senior Vice President and Independent Compliance Officer    Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
     

Douglas J. Peebles

50

   Senior Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Paul J. DeNoon

54

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Scott A. DiMaggio

44

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2011.
     
Shawn E. Keegan
44
   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
     

Greg J. Wilensky

49

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2011.
     

Emilie D. Wrapp

60

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
     

Joseph J. Mantineo

57

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
     

Phyllis J. Clarke

55

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2011.
     

Vincent S. Noto

51

   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 prior to 2011.

 

*   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 Fund.

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 AB at 1-800-227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

56     AB TAXABLE MULTI-SECTOR INCOME SHARES

Trustees and Officers Information


 

 

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “trustees”) of AB Corporate Shares (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Taxable Multi-Sector Income Shares (the “Portfolio”) at a meeting held on November 3-5, 2015.

Prior to approval of the continuance of the Advisory Agreement in respect of the Portfolio, the trustees 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 independent of the Adviser, who advised on the relevant legal standards. The trustees also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Portfolio was reasonable. The trustees also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The trustees noted that the Portfolio 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 trustees also noted that no advisory fee is payable by the Portfolio, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Portfolio’s ordinary expenses. The trustees noted that the Fund 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 trustees further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Portfolio as an investment vehicle for their clients.

The trustees considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as trustees or directors 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 trustees and its responsiveness, frankness and attention to concerns raised by the trustees 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 trustees noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       57   


 

 

The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage the Portfolio, and the overall arrangements between the Portfolio 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 trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determination included the following:

Nature, Extent and Quality of Services Provided

The trustees 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 Portfolio. They also noted the professional experience and qualifications of the Portfolio’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 Portfolio’s other service providers, also was considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The trustees considered that while the Adviser does not receive any advisory fee or expense reimbursement from the Portfolio, it does receive fees paid by the Sponsors. They also noted that the Adviser bears certain costs in providing services to the Portfolio and in paying its ordinary expenses. The trustees 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 trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio. The trustees recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors, including, in the case of the Portfolio, the fact that it does not pay an advisory fee. The trustees focused on the profitability of the Adviser’s relationship with the Portfolio before taxes. The trustees noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2013 or 2014.

 

58     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio. The trustees noted that the Adviser is compensated by the Sponsors. The trustees understood that the Adviser might also derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2015 meeting, the trustees reviewed information prepared by Broadridge showing the performance of the Portfolio as compared with that of funds selected by Broadridge (the “Performance Universe”), and information prepared by the Adviser showing the Portfolio’s performance as compared with the Barclays U.S. Aggregate ex-Government Bond Index (the “Index”), in each case for the 1- and 3-year periods ended July 31, 2015, and (in the case of comparisons with the Index) the period since inception (September 2010 inception). The trustees noted that, on a gross return basis, the Portfolio was in the 4th quintile of the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Universe for the 3-year period. The Portfolio lagged the Index in all periods. The trustees were cognizant that the Portfolio 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 Portfolio. At the trustees’ request, the Adviser provided information showing the weighting of the Portfolio in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the trustees concluded that the Portfolio’s performance was acceptable.

Advisory Fees

The trustees considered the advisory fee rate paid by the Portfolio to the Adviser (zero) and information provided by Broadridge showing the fees paid by other fund families used in wrap fee programs similar to that of the Portfolio. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The trustees 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 Portfolio. The trustees 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 trustees acknowledged the Adviser’s view that a portion of such fees (less the expenses of

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       59   


 

 

the Portfolio paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Portfolio (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to portfolio management at the Portfolio level is the same for all Sponsors. The trustees also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser. Based on their review, the trustees concluded that the advisory arrangements for the Portfolio, including the zero fee aspect of the Advisory Agreement with the Adviser, were satisfactory.

The trustees also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, the trustees reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The trustees recognized that such information was of limited utility in light of the Portfolio’s unusual fee arrangement. The trustees noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those in the schedules reviewed by the trustees and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the trustees the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, and the unusual fee structure for the other portfolios of the Fund and the Portfolio, the trustees considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

Since the Portfolio does not bear ordinary expenses, the trustees did not consider comparative expense information.

Economies of Scale

Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolio and the Portfolio’s expense ratio is zero, the trustees did not consider the extent to which fee levels in the Advisory Agreement reflect economies of scale. They did note, however, that the fee payable to the Adviser by each of the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

60     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

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

The Senior Officer’s evaluation considered the following factors:

 

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

 

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

 

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

 

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

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

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

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

 

1   The Senior Officer’s fee evaluation was completed on October 22, 2015 and discussed with the Board of Trustees on November 3-5, 2015.

 

2   Future references to the Portfolio do not include “AB.”

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       61   


 

 

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

PORTFOLIO’S EXEMPTION FROM ADVISORY FEES OR EXPENSES

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

The Portfolio is designed as a component of an institutional fixed-income mandate, Core Plus (“Core Plus SMA”), for SMA clients. Core Plus SMA is modeled on the Adviser’s U.S. Strategic Core Plus investment mandate. Core Plus SMA uses a 60% allocation to direct investments in individual U.S. Government/U.S. agency securities, including pass-thru agency mortgage-backed securities, or cash investments, complemented by a 40% allocation to the Portfolio in order to achieve the approximate exposures of the U.S. Strategic Core Plus investment mandate. The Portfolio’s role as a component of Core Plus SMA calls for the Portfolio to utilize leverage in certain circumstances.

The Portfolio’s net assets on September 30, 2015 are set forth below:

 

Portfolio   

9/30/15

Net Assets ($MM)

 
Taxable Multi-Sector Income Shares    $     61.2   

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

 

3   Jones v. Harris at 1427.

 

4   The wrap program providers that offer SMAs currently employ the Adviser as one of several investment managers, and compensate the Adviser on the basis of all SMA assets managed by it, which would include assets of Taxable Multi-Sector Income Shares.

 

62     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

 

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional client assets due to the greater complexities and time required for investment companies. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the Portfolio is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.5 In addition to the AB Institutional fee schedule, set forth below are what would have been the effective advisory fee for the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio and the Portfolio’s advisory fee based on September 30, 2015 net assets.6

 

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

 

6   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       63   


 

 

 

Portfolio  

Net Assets

9/30/15

($MM)

   

AB Institutional

Fee Schedule

  Effective
AB Inst.
Adv. Fee
   

Portfolio

Advisory

Fee

Taxable Multi-Sector Income Shares     $61.2     

U.S. Strategic Core Plus

50 bp on 1st $30 million

20 bp on the balance

Minimum account size: $25m

    0.347%      0.000%

The Adviser manages AB Intermediate Bond Fund, Inc. (“Intermediate Bond Fund, Inc.”), a retail mutual fund that has a somewhat similar investment style as the Portfolio.7 Set forth in the table below are the advisory fee schedule of the Intermediate Bond Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the advisory fee schedule of the retail mutual fund been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio    AB Mutual Funds
(“ABMF”)
   Fee Schedule   

ABMF

Effective

Fee

Taxable Multi-Sector Income Shares    Intermediate Bond Fund, Inc.   

0.45% on first $2.5 billion

0.40% on next $2.5 billion

0.35% on the balance

   0.450%

The Adviser also manages Sanford C. Bernstein Fund II – Intermediate Duration Institutional Portfolio (“SCB II”), which has a somewhat similar investment style as the Portfolio. Set forth in the table below are SCB II’s advisory fee schedule and what would have been the effective fee of the Portfolio had SCB II’s advisory fee schedule been applicable to the Portfolio based on September 30, 2015 net assets:8

 

Portfolio    ABMF Fund    Fee Schedule   

SCB Fund
Effective

Fee

Taxable Multi-Sector Income Shares    Sanford C. Bernstein Fund II – Intermediate Duration Institutional Portfolio9   

0.50% on 1st $1 billion

0.45% on the balance

   0.500%

 

7   The advisory fee schedule of AB Intermediate Bond Fund, Inc. was affected by the December 2003 settlement between the Adviser and the NYAG. The NYAG related master fee schedule, implemented in January 2004, contemplates eight categories with almost all of the AB funds in each category having the same advisory fee schedule.

 

8   Although a part of the AB Mutual Funds, SCB II’s advisory fee schedule was not affected by the Adviser’s settlement with the NYAG since its fee schedule had a lower breakpoint level ($1 billion) than the breakpoint level ($2.5 billion) of the High Income category of the NYAG related master schedule. The advisory fee schedule of the High Income category is as follows: 0.50% on the first $2.5 billion, 0.45% on the next $2.5 billion and 0.40% thereafter.

 

9   Sanford C. Bernstein Fund II – Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee.

 

64     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The Intermediate Duration Portfolio of SCB Fund has a somewhat similar investment style as the Portfolio. Set forth below are Intermediate Duration Portfolio’s advisory fee schedule and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio   SCB Fund
Portfolio
  Fee Schedule   SCB Fund
Effective
Fee
 
Taxable Multi-Sector Income Shares   Intermediate Duration Portfolio10  

0.50% on 1st $1 billion

0.45% on next $2 billion

0.40% on next $2 billion

0.35% on next $2 billion

0.30% thereafter

    0.500%   

The adviser also manages the AB Variable Products Series Fund, Inc. (“AVPS”), which is available through variable annuity and variable life contracts offered by other financial institutions and offers policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. Set forth below is the fee schedule of the AVPS portfolio that has a somewhat similar investment style as the Portfolio.11 Also shown is what would have been the effective advisory fee of the Portfolio had the AVPS fee schedule been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio   AVPS Portfolio   Fee Schedule   AVPS
Effective
Fee
Taxable Multi-Sector Income Shares   Intermediate Bond Portfolio  

0.45% on first $2.5 billion

0.40% on next $2.5 billion

0.35% on the balance

  0.450%

The AB Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Fund is as follows:

 

Fund    ITM Mutual Fund    Fee
Taxable Multi-Sector Income Shares   

AB Multi-Sector Bond Open

(Hedged/Unhedged)

   0.40%

 

10   Sanford C. Bernstein Fund – Intermediate Duration Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fees by at least five basis points.

 

11   The AVPS portfolio was also affected by the settlement between the Adviser and the NYAG.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       65   


 

 

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fee for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio  

Sub-advised

Fund

 

Sub-advised Fund

Fee Schedule

 

Sub-Advised

Management
Fund Effective
Fee

Taxable Multi-Sector Income Shares   Client #112  

0.29% on first $100 million

0.20% thereafter

  0.290%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the investment companies managed by the Adviser, it is difficult to evaluate the relevance of such a fee due to the differences in the services provided, risks involved and other competitive factors between the investment companies and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is provided all the services, not just investment management service generally required by a registered investment company.

 

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

Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio to the fees charged to other investment companies for similar services by other investment advisers.13,14 Each peer selected by Broadridge had a similar fee arrangement

 

12   The sub-advisory relationship is with an affiliate of the Adviser.

 

13   On June 5, 2015, Broadridge acquired the Fiduciary Services and Competitive Intelligence unit, i.e., the group responsible for providing the Portfolio’s 15(c) reports, from Thomson Reuters’ Lipper division. The group that maintains Lipper’s expense and performance databases and investment classification/objective remains a part of Thomson Reuters’ Lipper division. Accordingly, the Portfolio’s investment classification/objective continued to be determined by Lipper.

 

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

 

 

66     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

as the Portfolio, which is to say that with respect to the Portfolio’s peers, all of their fund expenses, including management fees, were reimbursed by their respective investment advisers.15,16

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

 

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

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

 

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

The profitability information for the Portfolio, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Portfolio does not pay an advisory fee to the Adviser. However, the Adviser does profit indirectly through the advisory fees that it receives from the wrap program providers whose SMA clients invest in the Portfolio. The Adviser’s profitability with respect to the Portfolio, which was negative in 2014, was calculated using a weighted average of the profitability of the relevant SMA assets, in addition to any fund specific revenue or expense items.

 

 

15   Only zero fee no-load funds that participate in a wrap fee program were considered for inclusion in the Fund’s EG, regardless of the Lipper investment classification/objective of the Funds’ peers. The Portfolio’s EG peers includes two BBB-rated Corporate Debt (“BBB”) funds, three Multi-Sector Income (“MSI”) fund, one Short-Intermediate Investment Grade Debt (“SII”) fund, four General Bond (“GB”) funds, two Core Bond (“IID”) funds, one General & Insured Municipal Debt (“GM”) fund, one Inflation-Protected Bond (“IUT”) fund, two Global Income (“GLI”) funds and one Intermediate Municipal Debt (“IMD”) fund. The Fund is classified by Lipper as IID.

 

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

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       67   


 

 

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

 

V. POSSIBLE ECONOMIES OF SCALE

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

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Trustees an update of the Deli17 study on advisory fees and various fund characteristics.18 The independent consultant first reiterated the results of his

 

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

 

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

 

 

68     AB TAXABLE MULTI-SECTOR INCOME SHARES


 

 

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

 

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

With assets under management of approximately $463 billion as of September 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Broadridge, shows the 1 and 3 year gross performance return and ranking of the Portfolio relative to its Lipper Performance Universe (“PU”)20 for the period ended July 31, 2015:21

 

Taxable Multi-Sector Income Shares  

Portfolio

Return
(%)

    PU
Median
(%)
   

PU

Rank

 

1 Year

    0.96        1.72        54/85   

3 Year

    0.93        4.29        46/47   

 

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

 

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

 

21   The performance returns of the Portfolio were provided Broadridge.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       69   


 

 

Set forth below are the 1, 3 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark.22 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.23

 

    

Period Ending July 31, 2015

Annualized Net Performance (%)

 
     1 Year
(%)
    3 Year
(%)
   

Since
Inception

(%)

    Volatility
(%)
    Sharpe
(%)
   

Risk

Period
(Year)

 
Taxable Multi-Sector Income Shares     0.96        0.93        2.50        0.83        1.04        3   
Barclays U.S. Aggregate ex Govt. Index     2.54        2.09        3.66        2.98        0.69        3   
Inception Date: September 51, 2010   

CONCLUSION:

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

Dated: November 25, 2015

  

 

22   The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2015.

 

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

 

70     AB TAXABLE MULTI-SECTOR INCOME SHARES


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

AB FAMILY OF FUNDS

 

US EQUITY

 

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

 

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

International Strategic Core Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

Asia ex-Japan 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

FIXED INCOME (continued)

 

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

 

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

 

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

 

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

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

 

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Exchange Reserves is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

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.abglobal.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       71   

AB Family of Funds


NOTES

 

 

72     AB TAXABLE MULTI-SECTOR INCOME SHARES


NOTES

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       73   


NOTES

 

 

74     AB TAXABLE MULTI-SECTOR INCOME SHARES


NOTES

 

 

AB TAXABLE MULTI-SECTOR INCOME SHARES       75   


NOTES

 

 

76     AB TAXABLE MULTI-SECTOR INCOME SHARES


LOGO

AB TAXABLE MULTI-SECTOR INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

 

TMSIS-0151-0416                 LOGO


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 Fees      Audit-Related
Fees
     Tax Fees  

AB Corp Income Shares

     2015       $ 30,678       $ —         $ 13,130   
     2016       $ 31,607       $ —         $ 17,900   

AB Taxable Multi-Sector Income Shares

     2015       $ 33,981       $ —         $ 14,527   
     2016       $ 35,011       $ —         $ 18,386   

AB Municipal Income Shares

     2015       $ 42,761       $ —         $ 14,104   
     2016       $ 44,057       $ —         $ 17,789   

 

* 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 and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to 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 services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-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
     Pre-approved by the
Audit Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Corp Income Shares

     2015       $ 421,005       $ 13,130   
         $ —     
         $ (13,130
     2016       $ 491,995       $ 17,900   
         $ —     
         $ (17,900

AB Taxable Multi-Sector Income Shares

     2015       $ 422,402       $ 14,527   
         $ —     
         $ (14,527
     2016       $ 492,481       $ 18,386   
         $ —     
         $ (18,386

AB Municipal Income Shares

     2015       $ 421,979       $ 14,104   
         $ —     
         $ (14,104
     2016       $ 478,684       $ 17,789   
         $ —     
         $ (17,789

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

 

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 Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-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 Rule 30a-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 Form N-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 the Sarbanes-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 29, 2016

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 29, 2016

 

By:

 

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer

Date: June 29, 2016