N-CSR 1 d391125dncsr.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, 2017

Date of reporting period: April 30, 2017

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.


APR    04.30.17

LOGO

 

ANNUAL REPORT

AB CORPORATE INCOME SHARES

 

 

 

LOGO

 

LOGO


 

 

 
Investment Products Offered  

 Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year 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.abfunds.com.

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

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We are pleased to provide this report for AB Corporate Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB CORPORATE INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 7, 2017

This report provides management’s discussion of fund performance for AB Corporate Income Shares for the annual reporting period ended April 30, 2017. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

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

NAV RETURNS AS OF APRIL 30, 2017 (unaudited)

 

     6 Months      12 Months  
AB CORPORATE INCOME SHARES1      0.15%        3.08%  
Bloomberg Barclays US Credit Bond Index      0.13%        2.74%  

 

1 Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of the Fund for the six- and 12-month periods ended April 30, 2017, by 0.01% and 0.01%, respectively.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Credit Bond Index, for the six- and 12-month periods ended April 30, 2017.

During the 12-month period, the Fund outperformed the benchmark. Security selection drove the outperformance, relative to the benchmark. Gains from selections within the technology, banking, non-government guaranteed agencies and insurance sectors outweighed losses from selections in basic industries. Industry allocation bolstered returns further. An underweight in government guaranteed agencies and an overweight in basic industries contributed, while an exposure to Treasuries detracted. Yield-curve positioning was also positive because of an overweight in six- to seven-year maturities and underweight along the long end of the curve. These gains more than offset losses from overweights in the four- to five-year and seven- to 10-year parts of the curve.

During the six-month period, the Fund outperformed the benchmark. Yield-curve positioning contributed to relative performance, as gains from an underweight to longer maturities more than offset losses from an overweight along the intermediate part of the curve. Industry allocation was also positive, benefiting from a lack of exposure to supranationals and an underweight in government guaranteed agencies. An allocation to Treasuries took back some of these gains. Security selection also detracted. Positive returns from selections within sovereigns, non-government

 

2    |    AB CORPORATE INCOME SHARES   abfunds.com


guaranteed agencies and technology were outweighed by negative returns from selections within the energy and basic industries sectors.

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 rallied over the 12-month period, but were volatile in the latter half of the period. Political events had a significant impact on bond markets during both periods. In the US, Donald Trump’s presidential election victory and the promise of fiscal stimulus, a retreat from globalization and relaxed regulation were treated as positive developments by financial markets, though uncertainty regarding the specific details remained high. UK Prime Minister Theresa May surprised investors when she called for a snap parliamentary election three years ahead of schedule, in an effort to firm up the country’s mandate going into Brexit negotiations. The benign first-round outcome of the French presidential elections quelled some geopolitical uncertainty and renewed appetite for risk assets. Markets, especially in Europe, rallied on the news. The 10-year US Treasury yield rose almost half a percent to end higher at 2.28%. The 10-year German bund yield also rose through both periods, though only modestly in the latter, ending at 0.32%.

European central banks generally maintained an easing bias through the 12-month period, while the US Federal Reserve raised interest rates for the second and third time since the financial crisis in 2008. Accelerating trade and waning inflationary pressures contributed to a rally in emerging-market debt. Yields in developed markets had varying performance in both periods, generally rising in the US, Japan and Canada, and moving in different directions elsewhere, though longer maturities broadly rose. Developed-market treasuries, investment-grade credit securities and emerging-market local-currency government bonds rebounded over the 12-month period, but experienced volatility in the latter half. Global high yield rallied in both periods, during which sector performance was almost uniformly positive; energy and basics were the best performers in each period, benefiting from oil price increases. Consumer-related sectors generally lagged the rising markets, with pharmaceuticals one of the few sectors to fall in both periods.

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in US corporate bonds. The Fund may also invest in US government securities (other than US government securities that are

 

(continued on next page)

 

abfunds.com   AB CORPORATE INCOME SHARES    |    3


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.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

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

A Word About Risk

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

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. 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 heightened interest rate risk due to rising rates as the current period of historically low interest rates ends. 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.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

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

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

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most 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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

4/30/07 TO 4/30/17

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Corporate Income Shares (from 4/30/07 to 4/30/17) as compared to the performance of the Fund’s benchmark.

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2017 (unaudited)

 

     NAV Returns  
1 Year      3.08%  
5 Years      4.36%  
10 Years      6.04%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2017 (unaudited)

 

     NAV Returns  
1 Year      3.26%  
5 Years      4.47%  
10 Years      5.99%  

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, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    7


 

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, 2016
    Ending
Account Value
April 30, 2017
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $   1,000     $   1,001.50     $   0       0.00

Hypothetical**

  $ 1,000     $ 1,024.79     $ 0       0.00

 

* Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

** Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2017 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $74.2

 

 

 

LOGO

 

1 All data are as of April 30, 2017. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

abfunds.com   AB CORPORATE INCOME SHARES    |    9


 

PORTFOLIO OF INVESTMENTS

April 30, 2017

 

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT GRADE – 81.0%

 

 

Industrial – 45.3%

    

Basic – 2.6%

    

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

   $ 200     $ 203,750  

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

     67       81,872  

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

     200       205,998  

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

     186       197,268  

EI du Pont de Nemours & Co.

    

2.20%, 5/01/20

     91       91,100  

6.00%, 7/15/18

     150       157,557  

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

     110       120,784  

Glencore Funding LLC

    

4.125%, 5/30/23(a)

     100       102,662  

4.625%, 4/29/24(a)

     120       125,820  

International Paper Co.
3.00%, 2/15/27

     125       119,046  

Monsanto Co.
2.85%, 4/15/25

     155       149,403  

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

     65       67,191  

Southern Copper Corp.
3.875%, 4/23/25

     180       182,524  

Vale Overseas Ltd.

    

6.25%, 8/10/26

     10       10,916  

6.875%, 11/21/36

     90       97,380  

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

     48       48,480  
    

 

 

 
       1,961,751  
    

 

 

 

Capital Goods – 1.9%

    

Caterpillar Financial Services Corp.
1.35%, 5/18/19

     160       158,123  

Caterpillar, Inc.
3.40%, 5/15/24

     230       239,409  

General Electric Co.

    

4.50%, 3/11/44

     115       125,512  

4.65%, 10/17/21

     165       182,287  

Series D

    

5.00%, 1/21/21(b)

     104       109,985  

John Deere Capital Corp.

    

2.30%, 9/16/19

     150       151,466  

2.80%, 3/06/23

     155       156,466  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 130     $ 131,014  

Rockwell Collins, Inc.
1.95%, 7/15/19

     120       120,142  
    

 

 

 
       1,374,404  
    

 

 

 

Communications - Media – 5.1%

    

21st Century Fox America, Inc.

    

3.00%, 9/15/22

     335       339,881  

8.875%, 4/26/23

     125       161,950  

CBS Corp.

    

3.375%, 3/01/22

     172       177,750  

4.90%, 8/15/44

     20       20,521  

5.75%, 4/15/20

     125       137,414  

Charter Communications Operating LLC/Charter Communications Operating Capital

    

4.908%, 7/23/25

     275       294,195  

6.484%, 10/23/45

     55       64,391  

Comcast Corp.
2.85%, 1/15/23

     250       252,560  

Cox Communications, Inc.
3.35%, 9/15/26(a)

     238       234,061  

Grupo Televisa SAB
6.625%, 3/18/25

     210       245,796  

NBCUniversal Enterprise, Inc.
1.974%, 4/15/19(a)

     390       391,279  

Omnicom Group, Inc.

    

3.60%, 4/15/26

     102       102,648  

4.45%, 8/15/20

     100       106,633  

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

     68       68,784  

Thomson Reuters Corp.
4.30%, 11/23/23

     145       154,487  

Time Warner Cable LLC

    

4.50%, 9/15/42

     65       59,933  

5.875%, 11/15/40

     30       32,454  

6.55%, 5/01/37

     24       27,869  

Time Warner, Inc.

    

3.60%, 7/15/25

     250       249,002  

4.00%, 1/15/22

     140       147,216  

4.70%, 1/15/21

     60       64,524  

6.25%, 3/29/41

     35       40,499  

Viacom, Inc.

    

3.875%, 12/15/21

     187       195,149  

4.375%, 3/15/43

     42       37,269  

Walt Disney Co. (The)
0.875%, 7/12/19

     165       162,235  
    

 

 

 
       3,768,500  
    

 

 

 

 

abfunds.com   AB CORPORATE INCOME SHARES    |    11


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Communications - Telecommunications – 3.4%

 

 

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

   $ 130     $ 149,853  

AT&T, Inc.

    

3.00%, 6/30/22

     195       194,969  

3.40%, 5/15/25

     310       301,701  

4.125%, 2/17/26

     317       322,890  

4.75%, 5/15/46

     114       106,669  

5.45%, 3/01/47

     60       61,931  

Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC
3.36%, 9/20/21(a)

     200       201,760  

Telefonica Emisiones SAU
5.213%, 3/08/47

     150       155,142  

Verizon Communications, Inc.

    

2.625%, 8/15/26

     249       228,328  

3.50%, 11/01/24

     450       450,139  

3.85%, 11/01/42

     245       205,636  

4.862%, 8/21/46

     80       77,613  

5.50%, 3/16/47

     65       68,821  
    

 

 

 
       2,525,452  
    

 

 

 

Consumer Cyclical - Automotive – 2.4%

    

American Honda Finance Corp.
1.20%, 7/12/19

     165       162,771  

Ford Motor Credit Co. LLC
3.336%, 3/18/21

     210       213,324  

3.81%, 1/09/24

     200       201,882  

5.875%, 8/02/21

     375       417,686  

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

     50       53,326  

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

     230       235,867  

3.70%, 5/09/23

     90       90,455  

4.00%, 1/15/25

     46       46,352  

4.30%, 7/13/25

     50       50,885  

5.25%, 3/01/26

     75       80,945  

Hyundai Capital America
2.55%, 4/03/20(a)

     102       102,030  

Nissan Motor Acceptance Corp.
2.25%, 1/13/20(a)

     150       150,413  
    

 

 

 
       1,805,936  
    

 

 

 

Consumer Cyclical - Other – 0.5%

    

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

     151       153,476  

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

     60       74,966  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 115     $ 115,533  
    

 

 

 
       343,975  
    

 

 

 

Consumer Cyclical - Restaurants – 0.2%

    

McDonald’s Corp.
6.30%, 10/15/37

     100       125,831  
    

 

 

 

Consumer Cyclical - Retailers – 1.7%

    

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

     115       122,338  

AutoNation, Inc.
4.50%, 10/01/25

     60       62,390  

CVS Health Corp.
2.125%, 6/01/21

     160       157,971  

Dollar General Corp.
3.25%, 4/15/23

     120       121,346  

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

     130       157,420  

5.875%, 12/16/36

     30       38,283  

Lowe’s Cos., Inc.
3.70%, 4/15/46

     160       150,936  

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

     125       150,136  

Walgreens Boots Alliance, Inc.
3.10%, 6/01/23

     125       125,799  

3.30%, 11/18/21

     193       198,614  
    

 

 

 
       1,285,233  
    

 

 

 

Consumer Non-Cyclical – 11.9%

    

Abbott Laboratories
3.25%, 4/15/23

     400       403,096  

AbbVie, Inc.
1.80%, 5/14/18

     150       150,199  

2.90%, 11/06/22

     100       100,408  

3.20%, 5/14/26

     9       8,775  

4.70%, 5/14/45

     60       60,446  

Actavis Funding SCS
3.00%, 3/12/20

     90       91,810  

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

     370       403,067  

Amgen, Inc.
2.70%, 5/01/22

     120       120,756  

3.125%, 5/01/25

     160       158,899  

3.45%, 10/01/20

     175       182,430  

4.40%, 5/01/45

     90       88,762  

Anheuser-Busch InBev Finance, Inc.
2.65%, 2/01/21

     300       303,537  

3.65%, 2/01/26

     296       302,400  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Baxalta, Inc.
3.60%, 6/23/22

   $ 131     $ 134,879  

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

     37       37,306  

3.25%, 11/12/20

     79       80,588  

3.734%, 12/15/24

     17       17,117  

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

     92       95,868  

4.05%, 9/15/25

     90       94,350  

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

     174       179,352  

Celgene Corp.
3.625%, 5/15/24

     110       112,708  

Conagra Brands, Inc.
3.20%, 1/25/23

     32       32,309  

Express Scripts Holding Co.
3.50%, 6/15/24

     125       123,723  

Gilead Sciences, Inc.

    

1.85%, 9/04/18

     120       120,349  

3.50%, 2/01/25

     40       40,640  

3.65%, 3/01/26

     260       264,576  

4.60%, 9/01/35

     100       104,281  

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

     42       42,486  

3.00%, 3/15/22

     65       66,223  

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

     215       221,985  

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

     42       42,595  

3.60%, 2/01/25

     41       40,996  

McKesson Corp.
4.75%, 3/01/21

     140       150,571  

7.50%, 2/15/19

     105       114,825  

Medtronic Global Holdings SCA
1.70%, 3/28/19

     90       89,967  

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

     150       152,745  

3.15%, 3/15/22

     280       289,932  

Merck & Co., Inc.
2.75%, 2/10/25

     500       498,600  

Mondelez International Holdings Netherlands BV
1.625%, 10/28/19(a)

     200       197,236  

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

     146       150,894  

3.95%, 6/15/26

     100       98,947  

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

     140       140,973  

 

14    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

PepsiCo, Inc.
4.875%, 11/01/40

   $ 110     $ 124,389  

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

     200       206,824  

Pfizer, Inc.
1.95%, 6/03/21

     250       249,607  

Philip Morris International, Inc.
2.00%, 2/21/20

     300       300,288  

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

     57       58,808  

4.85%, 9/15/23

     40       43,951  

Shire Acquisitions Investments Ireland DAC
2.875%, 9/23/23

     115       112,794  

Sigma Alimentos SA de CV
4.125%, 5/02/26(a)

     200       197,300  

Smithfield Foods, Inc.
3.35%, 2/01/22(a)

     65       65,274  

Stryker Corp.
2.625%, 3/15/21

     193       194,897  

Teva Pharmaceutical Finance Co. BV
2.95%, 12/18/22

     70       68,652  

Teva Pharmaceutical Finance Netherlands III BV
2.80%, 7/21/23

     162       156,448  

3.15%, 10/01/26

     86       79,848  

Thermo Fisher Scientific, Inc.
2.15%, 12/14/18

     150       150,634  

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

     89       89,839  

3.95%, 8/15/24

     75       77,018  

4.50%, 6/15/22

     110       117,414  

Whirlpool Corp.
3.70%, 3/01/23

     120       124,450  

Wyeth LLC
6.00%, 2/15/36

     100       124,123  

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

     190       192,183  
    

 

 

 
       8,846,347  
    

 

 

 

Energy – 7.6%

    

Anadarko Finance Co.
Series B
7.50%, 5/01/31

     45       57,742  

Anadarko Petroleum Corp.
3.45%, 7/15/24

     35       34,600  

6.20%, 3/15/40

     35       40,315  

Apache Finance Canada Corp.
7.75%, 12/15/29

     35       46,486  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Boardwalk Pipelines LP
4.95%, 12/15/24

   $ 65     $ 69,283  

BP Capital Markets PLC
2.75%, 5/10/23

     185       184,247  

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

     115       116,286  

6.50%, 2/15/37

     20       23,119  

Chevron Corp.
2.954%, 5/16/26

     90       89,754  

ConocoPhillips Co.
3.35%, 5/15/25

     60       60,781  

5.95%, 3/15/46

     45       56,669  

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

     101       131,819  

Devon Energy Corp.
3.25%, 5/15/22

     195       195,805  

Ecopetrol SA
5.875%, 9/18/23-5/28/45

     102       106,109  

Enable Midstream Partners LP
4.40%, 3/15/27

     60       59,854  

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

     100       104,683  

5.875%, 10/15/25

     60       68,395  

Encana Corp.
3.90%, 11/15/21

     70       71,936  

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

     125       125,830  

6.05%, 6/01/41

     65       69,004  

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

     175       177,427  

3.75%, 2/15/25

     140       143,128  

4.90%, 5/15/46

     45       47,014  

Halliburton Co.
3.50%, 8/01/23

     63       64,665  

3.80%, 11/15/25

     315       323,782  

Hess Corp.
3.50%, 7/15/24

     36       34,925  

4.30%, 4/01/27

     102       101,561  

7.875%, 10/01/29

     23       28,553  

Husky Energy, Inc.
4.00%, 4/15/24

     65       66,535  

Kerr-McGee Corp.
6.95%, 7/01/24

     50       59,334  

Kinder Morgan Energy Partners LP
3.45%, 2/15/23

     145       145,262  

5.30%, 9/15/20

     55       59,476  

6.375%, 3/01/41

     20       22,273  

 

16    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 175     $ 174,204  

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

     60       59,500  

6.80%, 3/15/32

     35       40,434  

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

     120       130,170  

5.85%, 12/15/45

     65       65,762  

MPLX LP
4.875%, 12/01/24

     60       64,105  

Nabors Industries, Inc.
5.50%, 1/15/23(a)

     153       154,798  

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

     100       102,188  

4.15%, 12/15/21

     65       68,774  

Occidental Petroleum Corp.
3.40%, 4/15/26

     125       126,449  

ONEOK Partners LP
3.375%, 10/01/22

     55       55,497  

4.90%, 3/15/25

     30       32,146  

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

     176       173,320  

4.65%, 10/15/25

     90       94,060  

Regency Energy Partners LP/Regency Energy Finance Corp.
4.50%, 11/01/23

     120       124,849  

5.00%, 10/01/22

     55       58,675  

Sabine Pass Liquefaction LLC
4.20%, 3/15/28(a)

     90       90,119  

5.00%, 3/15/27(a)

     85       89,769  

Shell International Finance BV
4.375%, 5/11/45

     80       82,080  

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

     23       25,832  

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

     77       77,995  

4.50%, 3/15/45

     50       48,294  

4.60%, 6/15/21

     75       79,806  

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

     27       34,211  

Sunoco Logistics Partners Operations LP
3.90%, 7/15/26

     100       99,020  

Valero Energy Corp.
3.40%, 9/15/26

     110       106,625  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Williams Partners LP
3.60%, 3/15/22

   $ 200     $ 204,084  

3.90%, 1/15/25

     69       69,965  

5.80%, 11/15/43

     55       59,868  

Williams Partners LP/ACMP Finance Corp.
4.875%, 5/15/23

     40       41,136  
    

 

 

 
       5,620,387  
    

 

 

 

Services – 2.0%

    

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

     135       151,258  

eBay, Inc.
2.60%, 7/15/22

     160       158,614  

3.80%, 3/09/22

     150       156,759  

Moody’s Corp.
2.75%, 7/15/19

     229       232,263  

4.875%, 2/15/24

     100       110,049  

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

     140       146,692  

4.40%, 2/15/26

     111       118,785  

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

     105       105,376  

3.80%, 4/01/21

     66       68,703  

Verisk Analytics, Inc.
5.50%, 6/15/45

     60       65,500  

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

     150       152,666  
    

 

 

 
       1,466,665  
    

 

 

 

Technology – 5.7%

    

Analog Devices, Inc.
3.50%, 12/05/26

     125       125,305  

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

     415       427,039  

3.45%, 2/09/45

     210       191,360  

Broadcom Corp./Broadcom Cayman Finance Ltd.
3.625%, 1/15/24(a)

     167       169,440  

3.875%, 1/15/27(a)

     163       165,331  

Cisco Systems, Inc.
5.90%, 2/15/39

     45       57,920  

Dell International LLC/EMC Corp.
4.42%, 6/15/21(a)

     250       262,572  

6.02%, 6/15/26(a)

     50       54,995  

DXC Technology Co.
2.875%, 3/27/20(a)

     104       105,152  

 

18    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Fidelity National Information Services, Inc.
3.00%, 8/15/26

   $ 95     $ 90,989  

3.875%, 6/05/24

     70       72,500  

Hewlett Packard Enterprise Co.
6.35%, 10/15/45(c)

     50       51,973  

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

     14       14,627  

4.30%, 6/01/21

     80       84,608  

4.375%, 9/15/21

     25       26,605  

4.65%, 12/09/21

     89       96,056  

Intel Corp.
3.70%, 7/29/25

     120       126,326  

4.90%, 7/29/45

     45       50,951  

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

     275       277,054  

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

     134       143,915  

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

     115       116,569  

Microsoft Corp.
3.45%, 8/08/36

     320       308,355  

NVIDIA Corp.
2.20%, 9/16/21

     150       148,196  

Oracle Corp.

    

3.875%, 7/15/20

     250       264,857  

3.90%, 5/15/35

     175       175,980  

QUALCOMM, Inc.
2.25%, 5/20/20

     150       150,904  

Seagate HDD Cayman
4.25%, 3/01/22(a)

     125       124,779  

4.75%, 1/01/25

     45       43,902  

4.875%, 6/01/27

     80       77,181  

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

     115       114,631  

Xerox Corp.
2.80%, 5/15/20

     95       94,827  
    

 

 

 
       4,214,899  
    

 

 

 

Transportation - Railroads – 0.1%

 

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

     85       90,856  
    

 

 

 

Transportation - Services – 0.2%

 

ERAC USA Finance LLC
3.85%, 11/15/24(a)

     145       148,107  
    

 

 

 
       33,578,343  
    

 

 

 

 

abfunds.com   AB CORPORATE INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Financial Institutions – 30.9%

 

Banking – 23.0%

 

American Express Credit Corp.
2.70%, 3/03/22

   $ 150     $ 151,031  

Series G
2.25%, 8/15/19

     180       181,382  

Banco Santander SA
3.50%, 4/11/22

     200       201,910  

Bank of America Corp.

    

2.881%, 4/24/23

     155       154,595  

3.824%, 1/20/28

     150       151,197  

3.875%, 8/01/25

     125       127,978  

4.00%, 1/22/25

     615       620,264  

4.10%, 7/24/23

     400       421,156  

4.20%, 8/26/24

     60       61,784  

5.00%, 5/13/21

     235       255,934  

Barclays PLC

    

3.65%, 3/16/25

     400       394,008  

3.684%, 1/10/23

     200       203,218  

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

     275       295,597  

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

     275       276,840  

Capital One NA/Mclean VA
2.35%, 1/31/20

     250       250,288  

Citigroup, Inc.

    

2.65%, 10/26/20

     285       287,365  

3.70%, 1/12/26

     285       287,186  

3.875%, 3/26/25

     90       90,116  

3.887%, 1/10/28

     245       247,994  

4.40%, 6/10/25

     280       288,495  

5.875%, 1/30/42

     75       91,898  

Citizens Bank NA/Providence RI
2.25%, 3/02/20

     250       250,292  

Compass Bank
5.50%, 4/01/20

     110       116,815  

Cooperatieve Rabobank UA

    

4.375%, 8/04/25

     250       260,060  

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

     130       151,982  

Credit Suisse Group AG
4.282%, 1/09/28(a)

     250       254,540  

Deutsche Bank AG
Series G
3.375%, 5/12/21

     61       61,375  

Discover Bank
3.10%, 6/04/20

     250       255,422  

 

20    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Fifth Third Bancorp
3.50%, 3/15/22

   $ 31     $ 32,116  

Goldman Sachs Group, Inc. (The)

    

3.75%, 5/22/25-2/25/26

     490       497,846  

3.85%, 7/08/24

     350       361,308  

4.25%, 10/21/25

     325       334,399  

5.95%, 1/15/27

     75       86,732  

HSBC Holdings PLC

    

3.90%, 5/25/26

     400       410,124  

4.041%, 3/13/28

     200       203,996  

4.375%, 11/23/26

     200       204,708  

4.875%, 1/14/22

     225       244,712  

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

     100       101,427  

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

     300       300,708  

ING Groep NV
3.15%, 3/29/22

     200       202,966  

JPMorgan Chase & Co.

    

2.295%, 8/15/21

     323       320,687  

2.776%, 4/25/23

     280       279,395  

3.125%, 1/23/25

     640       634,381  

3.782%, 2/01/28

     290       294,602  

3.875%, 9/10/24

     160       163,632  

Lloyds Banking Group PLC
4.582%, 12/10/25

     200       206,592  

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

     200       207,934  

Morgan Stanley

    

3.125%, 7/27/26

     390       376,108  

3.625%, 1/20/27

     305       305,634  

Series G
3.75% MS, 2/25/23

     120       124,524  

4.00%, 7/23/25

     103       106,678  

4.35%, 9/08/26

     100       103,362  

5.50%, 7/24/20

     395       431,905  

Nationwide Building Society
4.00%, 9/14/26(a)

     250       247,495  

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

     68       67,452  

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

     83       84,893  

PNC Bank NA
2.95%, 1/30/23

     250       252,637  

Santander Holdings USA, Inc.

    

2.65%, 4/17/20

     200       199,578  

3.45%, 8/27/18

     130       132,074  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Santander UK Group Holdings PLC
3.571%, 1/10/23

   $ 200     $ 201,854  

Standard Chartered PLC
4.30%, 2/19/27(a)

     200       200,910  

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

     240       246,418  

Sumitomo Mitsui Banking Corp.
1.966%, 1/11/19

     250       249,910  

Sumitomo Mitsui Trust Bank Ltd.
2.05%, 3/06/19(a)

     200       199,862  

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

     145       151,596  

UBS Group Funding Jersey Ltd.
4.125%, 4/15/26(a)

     405       417,729  

US Bancorp
Series J
5.30%, 4/15/27(b)

     27       27,985  

Wells Fargo & Co.

    

3.00%, 10/23/26

     625       601,869  

3.069%, 1/24/23

     228       230,579  

3.30%, 9/09/24

     200       201,782  

4.75%, 12/07/46

     30       30,968  

Series G
4.30%, 7/22/27

     360       376,528  

Zions Bancorporation
4.50%, 6/13/23

     13       13,486  
    

 

 

 
       17,062,803  
    

 

 

 

Brokerage – 0.2%

 

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

     115       117,111  
    

 

 

 

Finance – 0.7%

 

GE Capital International Funding Co. Unlimited Co.
4.418%, 11/15/35

     200       213,714  

International Lease Finance Corp.
6.25%, 5/15/19

     90       96,889  

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

     110       111,258  

Synchrony Financial
2.70%, 2/03/20

     110       110,703  
    

 

 

 
       532,564  
    

 

 

 

Insurance – 3.9%

 

Allstate Corp. (The)
6.50%, 5/15/57

     84       96,197  

American International Group, Inc.
8.175%, 5/15/58

     65       83,715  

 

22    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 255     $ 276,440  

Aon Corp.
8.205%, 1/01/27

     100       128,822  

Aon PLC
4.60%, 6/14/44

     70       69,373  

Chubb Corp. (The)
3.408% (LIBOR 3 Month + 2.25%), 4/15/37(d)

     80       79,096  

Cigna Corp.

    

4.00%, 2/15/22

     175       184,825  

7.875%, 5/15/27

     65       86,776  

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

     42       59,451  

Hartford Financial Services Group, Inc. (The)

    

5.50%, 3/30/20

     100       108,693  

6.10%, 10/01/41

     45       54,917  

Lincoln National Corp.

    

4.85%, 6/24/21

     200       216,326  

8.75%, 7/01/19

     26       29,530  

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

     150       191,275  

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

     55       89,697  

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

     54       54,176  

Prudential Financial, Inc.

    

4.50%, 11/15/20

     169       181,873  

5.375%, 5/15/45

     100       105,517  

Series B
5.75%, 7/15/33

     135       159,908  

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

     140       140,905  

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

     90       111,479  

UnitedHealth Group, Inc.

    

3.75%, 7/15/25

     230       241,799  

3.875%, 10/15/20

     170       179,489  
    

 

 

 
       2,930,279  
    

 

 

 

REITS – 3.1%

 

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

     100       102,822  

American Tower Corp.
4.50%, 1/15/18

     40       40,747  

EPR Properties

    

4.75%, 12/15/26

     20       20,482  

5.25%, 7/15/23

     175       185,600  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Essex Portfolio LP

    

3.25%, 5/01/23

   $ 56     $ 56,115  

3.375%, 1/15/23

     125       126,125  

HCP, Inc.
3.875%, 8/15/24

     150       151,458  

Hospitality Properties Trust
4.50%, 6/15/23

     95       99,222  

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

     115       117,747  

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

     108       108,256  

Realty Income Corp.

    

3.00%, 1/15/27

     50       47,384  

5.75%, 1/15/21

     210       231,508  

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

     183       184,212  

Spirit Realty LP
4.45%, 9/15/26(a)

     65       64,568  

VEREIT Operating Partnership LP
3.00%, 2/06/19

     60       60,348  

Vornado Realty LP
5.00%, 1/15/22

     215       233,604  

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

     140       147,940  

Welltower, Inc.

    

4.00%, 6/01/25

     85       87,191  

4.25%, 4/01/26

     95       98,835  

Weyerhaeuser Co.
4.625%, 9/15/23

     120       130,388  
    

 

 

 
       2,294,552  
    

 

 

 
       22,937,309  
    

 

 

 

Utility – 4.8%

 

Electric – 4.2%

 

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

     150       188,070  

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

     165       181,761  

Consolidated Edison Co. of New York, Inc.

    

4.45%, 6/15/20

     100       107,243  

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

     30       38,962  

Consolidated Edison, Inc.
2.00%, 5/15/21

     103       101,484  

Dominion Resources, Inc./VA

    

4.70%, 12/01/44

     135       140,586  

Series A
1.875%, 1/15/19

     150       149,619  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 245     $ 245,865  

Duke Energy Progress LLC
3.00%, 9/15/21

     200       205,326  

Enel Americas SA
4.00%, 10/25/26

     53       52,669  

Enel Generacion Chile SA
4.25%, 4/15/24

     33       34,072  

Entergy Corp.
4.00%, 7/15/22

     153       161,700  

Exelon Corp.
5.10%, 6/15/45

     250       272,592  

Georgia Power Co.
2.00%, 3/30/20

     150       149,460  

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

     81       86,869  

NTPC Ltd.
Series E
4.75%, 10/03/22(a)

     200       214,392  

Pacific Gas & Electric Co.

    

3.25%, 9/15/21

     67       68,944  

4.50%, 12/15/41

     50       52,598  

PacifiCorp
6.00%, 1/15/39

     70       89,471  

PSEG Power LLC
3.00%, 6/15/21

     160       162,029  

Public Service Enterprise Group, Inc.
1.60%, 11/15/19

     150       148,191  

Southern Co. (The)
1.85%, 7/01/19

     185       183,992  

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

     97       101,306  

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

     15       15,438  
    

 

 

 
       3,152,639  
    

 

 

 

Natural Gas – 0.6%

    

GNL Quintero SA
4.634%, 7/31/29(a)

     200       208,000  

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

     100       107,724  

Southern Co. Gas Capital Corp.
5.25%, 8/15/19

     105       111,578  
    

 

 

 
       427,302  
    

 

 

 
       3,579,941  
    

 

 

 

Total Corporates – Investment Grade
(cost $59,198,036)

       60,095,593  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

GOVERNMENTS – TREASURIES – 8.6%

    

United States – 8.6%

    

U.S. Treasury Bonds
2.50%, 5/15/46

   $ 2,535     $ 2,302,889  

U.S. Treasury Notes
1.375%, 2/29/20

     1,195       1,193,133  

1.50%, 8/15/26

     1,290       1,206,755  

2.00%, 7/31/22

     1,650       1,660,312  
    

 

 

 

Total Governments – Treasuries
(cost $6,319,072)

       6,363,089  
    

 

 

 
    

QUASI-SOVEREIGNS – 1.0%

    

Quasi-Sovereign Bonds – 1.0%

    

Mexico – 0.7%

    

Petroleos Mexicanos
3.50%, 1/30/23

     295       282,285  

4.875%, 1/24/22

     95       98,183  

5.375%, 3/13/22(a)

     49       51,328  

5.625%, 1/23/46

     125       111,125  

6.75%, 9/21/47

     14       14,158  
    

 

 

 
       557,079  
    

 

 

 

Panama – 0.3%

    

Aeropuerto Internacional de Tocumen SA
5.625%, 5/18/36(a)

     200       209,000  
    

 

 

 

Total Quasi-Sovereigns
(cost $748,344)

       766,079  
    

 

 

 
    

GOVERNMENTS – SOVEREIGN BONDS – 0.4%

    

Mexico – 0.4%

    

Mexico Government International Bond
4.60%, 1/23/46

     200       194,000  

5.55%, 1/21/45

     95       104,738  
    

 

 

 

Total Governments – Sovereign Bonds
(cost $268,741)

       298,738  
    

 

 

 
    

CORPORATES – NON-INVESTMENT GRADE – 0.3%

    

Financial Institutions – 0.2%

    

Banking – 0.1%

    

Standard Chartered PLC
2.68% (LIBOR 3 Month + 1.51%),
1/30/27(a)(b)(d)

     100       84,002  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Finance – 0.1%

    

Navient Corp.
4.875%, 6/17/19

   $ 46     $ 47,517  
    

 

 

 
       131,519  
    

 

 

 

Industrial – 0.1%

    

Basic – 0.0%

    

CF Industries, Inc.
4.95%, 6/01/43

     37       30,798  
    

 

 

 

Energy – 0.1%

    

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

     90       65,375  
    

 

 

 
       96,173  
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $259,561)

       227,692  
    

 

 

 
    

EMERGING MARKETS – CORPORATE BONDS – 0.0%

    

Financial Institutions – 0.0%

    

Insurance – 0.0%

    

XLIT Ltd.
Series E
3.616% (LIBOR 3 Month + 2.46%),
6/12/17(b)(d)
(cost $19,149)

     24       20,408  
    

 

 

 
    

SHORT-TERM INVESTMENTS – 6.0%

    

Time Deposit – 6.0%

    

State Street Time Deposit
0.09%, 5/01/17
(cost $4,421,371)

     4,421       4,421,371  
    

 

 

 

Total Investments – 97.3%
(cost $71,234,274)

       72,192,970  

Other assets less liabilities – 2.7%

       1,997,748  
    

 

 

 

Net Assets – 100.0%

     $ 74,190,718  
    

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Clearing Broker/(Exchange)
& Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2017
    Notional
Amount
(000)
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

 

Citigroup Global Markets, Inc./(INTRCONX)

         

CDX-NAIG Series 28,
5 Year Index, 6/20/22*

    1.00     0.64   $     4,200     $     77,491     $     4,278  

 

*   Termination date

    

 

abfunds.com   AB CORPORATE INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

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)

  $     1,710       11/16/18       3 Month LIBOR       1.235%     $ (890

Citigroup Global Markets, Inc./(CME Group)

    1,170       9/09/21       1.132%       3 Month LIBOR       37,095  

Citigroup Global Markets, Inc./(CME Group)

    1,070       3/27/22       2.058%       3 Month LIBOR       (7,064

Citigroup Global Markets, Inc./(CME Group)

    365       11/21/23       1.933%       3 Month LIBOR       734  

Citigroup Global Markets, Inc./(CME Group)

    215       5/02/34       3 Month LIBOR       3.363%       30,311  

Citigroup Global Markets, Inc./(CME Group)

    60       11/04/44       3 Month LIBOR       3.049%       6,928  

Citigroup Global Markets, Inc./(CME Group)

    60       5/05/45       3 Month LIBOR       2.562%       659  

Citigroup Global Markets, Inc./(CME Group)

    60       6/02/46       3 Month LIBOR       2.186%       (4,434

Citigroup Global Markets, Inc./(CME Group)

    690       7/15/46       3 Month LIBOR       1.783%       (113,489

Citigroup Global Markets, Inc./(CME Group)

    270       9/02/46       3 Month LIBOR       1.736%       (48,339

Citigroup Global Markets, Inc./(CME Group)

    50       11/02/46       3 Month LIBOR       2.086%       (4,677
         

 

 

 
        $     (103,166
         

 

 

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap Counterparty &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
April 30,
2017
    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     0.38   $     34     $     482     $     (196   $     678  

 

*   Termination date

    

 

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PORTFOLIO OF INVESTMENTS (continued)

 

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%     $ 88,239  

JPMorgan Chase Bank, NA

    350       6/10/33       3 Month LIBOR       3.027%       32,138  
         

 

 

 
          $     120,377  
         

 

 

 

 

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2017, the aggregate market value of these securities amounted to $6,654,598 or 9.0% 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, 2017.

 

(d) Floating Rate Security. Stated interest/floor rate was in effect at April 30, 2017.

Glossary:

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CME – Chicago Mercantile Exchange

INTRCONX – Inter-Continental Exchange

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

See notes to financial statements.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    29


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2017

 

Assets   

Investments in securities, at value (cost $71,234,274)

   $ 72,192,970  

Cash

     694  

Cash collateral due from broker

     144,902  

Receivable for shares of beneficial interest sold

     9,130,616  

Interest receivable

     656,194  

Unrealized appreciation on interest rate swaps

     120,377  

Unrealized appreciation on credit default swaps

     678  
  

 

 

 

Total assets

     82,246,431  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     7,786,503  

Dividends payable

     163,469  

Payable for newly entered credit default swaps

     77,880  

Payable for shares of beneficial interest redeemed

     25,232  

Payable for variation margin on exchange-traded derivatives

     2,433  

Upfront premiums received on credit default swaps

     196  
  

 

 

 

Total liabilities

     8,055,713  
  

 

 

 

Net Assets

   $ 74,190,718  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 67  

Additional paid-in capital

     73,715,989  

Undistributed net investment income

     45,094  

Accumulated net realized loss on investment transactions

     (551,295

Net unrealized appreciation on investments

     980,863  
  

 

 

 
   $     74,190,718  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 6,658,810 common shares outstanding)

   $ 11.14  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2017

 

Investment Income      

Interest

   $     2,113,929     

Dividends

     10,017     

Other income

     192     
  

 

 

    

Total investment income

      $ 2,124,138  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain on:

     

Investment transactions

        694,781  

Swaps

        67,867  

Net change in unrealized appreciation/depreciation of:

     

Investments

        (616,797

Swaps

        (262,244
     

 

 

 

Net loss on investment transactions

        (116,393
     

 

 

 

Net Increase in Net Assets from Operations

      $     2,007,745  
     

 

 

 

See notes to financial statements.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    31


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2017
    Year Ended
April 30,
2016
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 2,124,138     $ 2,159,241  

Net realized gain (loss) on investment transactions

     762,648       (533,832

Net change in unrealized appreciation/depreciation of investments

     (879,041     58,394  
  

 

 

   

 

 

 

Net increase in net assets from operations

     2,007,745       1,683,803  
Dividends to Shareholders from     

Net investment income

     (2,162,623     (2,163,375
Transactions in Shares of Beneficial Interest     

Net increase

     11,003,203       18,883,357  
  

 

 

   

 

 

 

Total increase

     10,848,325       18,403,785  
Net Assets     

Beginning of period

     63,342,393       44,938,608  
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $45,094 and $54,153, respectively)

   $     74,190,718     $     63,342,393  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2017

 

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. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Corporate Income Shares (the “Fund”).

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

1. Security Valuation

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

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

 

abfunds.com   AB CORPORATE INCOME SHARES    |    33


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

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

 

34    |    AB CORPORATE INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, 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

 

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valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Investment Grade

  $ – 0  –    $ 60,095,593     $ – 0  –    $ 60,095,593  

Governments – Treasuries

    – 0  –      6,363,089       – 0  –      6,363,089  

Quasi-Sovereigns

    – 0  –      766,079       – 0  –      766,079  

Governments – Sovereign Bonds

    – 0  –      298,738       – 0  –      298,738  

Corporates – Non-Investment Grade

    – 0  –      227,692       – 0  –      227,692  

Emerging Markets – Corporate Bonds

    – 0  –      20,408       – 0  –      20,408  

Short-Term Investments

    – 0  –      4,421,371       – 0  –      4,421,371  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    – 0  –      72,192,970       – 0  –      72,192,970  

Other Financial Instruments(a):

       

Assets:

       

Centrally Cleared Credit Default Swaps

    – 0  –      4,278       – 0  –      4,278 (b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      75,727       – 0  –      75,727 (b) 

Credit Default Swaps

    – 0  –      678       – 0  –      678  

Interest Rate Swaps

    – 0  –      120,377       – 0  –      120,377  

Liabilities:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      (178,893     – 0  –      (178,893 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(c)

  $   – 0  –    $   72,215,137     $   – 0  –    $   72,215,137  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(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 unrealized 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 Fund 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 Fund. 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

 

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

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

4. Investment Income and Investment Transactions

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

 

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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 Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts 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 Fund, and a fee paid by their investment adviser to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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

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

 

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NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2017 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     43,658,241      $     40,877,268  

U.S. government securities

     10,584,243        7,326,288  

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

 

Cost

   $     71,290,748  
  

 

 

 

Gross unrealized appreciation

   $ 1,209,662  

Gross unrealized depreciation

     (307,440
  

 

 

 

Net unrealized appreciation

   $ 902,222  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk.

 

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This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received 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 Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential 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 Fund records a

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2017, the Fund held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

 

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In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same reference obligation with the same counterparty. As of April 30, 2017, the Fund 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 Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended April 30, 2017, the Fund held credit default swaps for non-hedging purposes.

The Fund 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 Fund typically may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

 

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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 Fund 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 Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

During the year ended April 30, 2017, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

 

Receivable/Payable for variation margin on exchange-traded derivatives

 

$

 75,727

 

Receivable/Payable for variation margin on exchange-traded derivatives

 

$

178,893

Credit contracts

  Receivable/Payable for variation margin on exchange-traded derivatives     4,278    

Interest rate contracts

 

Unrealized appreciation on interest rate swaps

 

 

120,377

 

   

Credit contracts

  Unrealized appreciation on credit default swaps     678      
   

 

 

     

 

 

 

Total

    $     201,060       $     178,893  
   

 

 

     

 

 

 

 

* 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.

 

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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   $ 63,022     $ (266,929

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     4,845       4,685  
   

 

 

   

 

 

 

Total

    $     67,867     $     (262,244
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2017:

 

Interest Rate Swaps:

  

Average notional amount

   $ 950,000  

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 3,405,769  

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 33,934  

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 1,816,000 (a) 

 

(a) Positions were open for five months during the year.

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Fund’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 Fund as of April 30, 2017:

 

Counterparty

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

OTC Derivatives:

 

       

Credit Suisse International

  $ 482     $     – 0  –    $     – 0  –    $     – 0  –    $ 482  

Deutsche Bank AG

        88,239       – 0  –      – 0  –      – 0  –          88,239  

 

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Counterparty

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

JPMorgan Chase Bank, NA

  $ 32,138     $ – 0  –    $ – 0  –    $ – 0  –    $ 32,138  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     120,859     $     – 0  –    $ – 0  –    $     – 0  –    $     120,859
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

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.**

  $ 2,433     $ – 0  –    $     (2,433   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 2,433     $ – 0  –    $ (2,433   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

* The actual collateral received/pledged is more than the amount reported due to over-collateralization.

 

** Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2017.

 

^ 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,
2017
    

Year Ended
April 30,

2016

         

Year Ended
April 30,

2017

   

Year Ended
April 30,

2016

       
  

 

 

   

Shares sold

     2,401,487        2,748,692       $ 26,727,267     $ 30,364,556    

 

   

Shares redeemed

     (1,404,154      (1,043,837       (15,724,064     (11,481,199  

 

   

Net increase

     997,333        1,704,855       $ 11,003,203     $ 18,883,357    

 

   

NOTE E

Risks Involved in Investing in the Fund

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Fund’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Fund’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.

 

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

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

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

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

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser on behalf of the Fund. The Fund did not utilize the Facility during the year ended April 30, 2017.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2017 and April 30, 2016 were as follows:

 

     2017      2016  

Distributions paid from:

     

Ordinary income

   $     2,162,623      $     2,163,375  
  

 

 

    

 

 

 

Total distributions paid

   $ 2,162,623      $ 2,163,375  
  

 

 

    

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

As of April 30, 2017, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 235,078  

Accumulated capital and other losses

         (494,821 )(a) 

Unrealized appreciation/(depreciation)

     897,874 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 638,131 (c) 
  

 

 

 

 

(a) On April 30, 2017, the Fund had a capital loss carryforward of $243,618. During the fiscal year, the Fund utilized $461,134 of capital loss carryforwards to offset current year net realized gains. On April 30, 2017, the Fund had a post-October short-term capital loss deferral of $251,203. These losses are deemed to arise on May 1, 2017.

 

(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 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-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 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, 2017, the Fund had a net short-term capital loss carryforward of $243,618 which will expire in 2018.

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

NOTE H

Other

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE I

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2017     2016     2015     2014     2013  
 

 

 

 

Net asset value, beginning of period

    $  11.19       $  11.36       $  11.13       $  11.42       $  10.83  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .38       .39       .43       .42       .43  

Net realized and unrealized gain (loss) on investment transactions

    (.04     (.16     .22       (.29     .59  
 

 

 

 

Net increase in net asset value from operations

    .34       .23       .65       .13       1.02  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.39     (.40     (.42     (.42     (.43
 

 

 

 

Net asset value, end of period

    $  11.14       $  11.19       $  11.36       $  11.13       $  11.42  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    3.08  %*      2.12  %      5.94  %*      1.31  %*      9.53  %* 

Ratios/Supplemental Data

         

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

    $74,191       $63,342       $44,939       $45,989       $42,799  

Ratio to average net assets of:

         

Net investment income

    3.43  %      3.60  %      3.76  %      3.89  %      3.79  % 

Portfolio turnover rate

    79  %      59  %      42  %      61  %      89  % 

 

(a) Based on average shares outstanding.

 

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

 

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended April 30, 2017, April 30, 2015, April 30, 2014 and April 30, 2013 by 0.01%, 0.01%, 0.05% and 0.03%, respectively.

See notes to financial statements.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    49


 

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 “Fund”), one of the series constituting AB Corporate Shares, as of April 30, 2017, 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 Fund’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 Fund’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 Fund’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, 2017, 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, 2017, 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 28, 2017

 

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2017 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, 2017.

For foreign shareholders, 80.86% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

For corporate shareholders, 0.51% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 0.51% of dividends paid as qualified dividend income.

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 2018.

 

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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

Carol C. McMullen(1)

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.

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustees is set forth below.

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

INTERESTED TRUSTEE    

Robert M. Keith #

57

(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 has been associated since prior to 2004.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

INDEPENDENT TRUSTEES      

Marshall C. Turner, Jr. ##

Chairman of the Board

75

(2005)

  Private Investor since prior to 2012. 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.     95     Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin ##

75

(2004)

  Independent Consultant since prior to 2012. 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 AB Funds from 2001-2008.     94     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

Michael J. Downey ##

73

(2005)

  Private Investor since prior to 2012. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     95     The Asia Pacific Fund, Inc. (registered investment company) since prior to 2012
     

William H. Foulk, Jr. ##

84

(2004)

  Investment Adviser and an Independent Consultant since prior to 2012. 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.     95     None

 

abfunds.com   AB CORPORATE INCOME SHARES    |    55


 

TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

D. James Guzy ##

81

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2012. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2012 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 has served as a director or trustee of one or more of the AB Funds since 1982.     92     None
     

Nancy P. Jacklin ##

69

(2006)

  Private Investor since prior to 2012. 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.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

Carol C. McMullen ##

61

(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and nonprofit boards, and as a director or trustee of the AB Funds since June 2016.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

TRUSTEE

   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY HELD

BY TRUSTEE

Garry L. Moody ##

65

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     95     None
     

Earl D. Weiner ##

77

(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.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

 

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

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

Certain information concerning the Trust’s officers is set forth below.

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

57

   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
72
   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
51
   Senior Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2012.
     
Shawn E. Keegan
45
   Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2012.
     

Ashish C. Shah

46

   Vice President    Senior Vice President and Head of Global Credit at the Adviser** with which he has been associated since prior to 2012.
     
Emilie D. Wrapp
61
   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2012.
     
Joseph J. Mantineo
58
   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2012.
     

Phyllis J. Clarke

56

   Controller    Vice President of ABIS,** with which she has been associated since prior to 2012.
     

Vincent S. Noto

52

   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 2012.

 

* The address for each of the Trust’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the Trust.

 

   The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or AB at 1-800-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Corporate Income Shares (the “Fund”) at a meeting held on November 1-3, 2016 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Company’s Senior Officer (who is also the Company’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Fund was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Company’s Senior Officer.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

 

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The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2014 and 2015 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes. The directors noted that the Fund was not profitable to the Adviser in 2014. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2015 was not unreasonable.

 

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Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, showing the performance of the Fund against a peer universe selected by Broadridge, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2016 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate paid by the Fund 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 Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund

 

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paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style.

Since the Fund does not bear ordinary expenses, the directors 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 Fund and the Fund’s expense ratio is zero, the directors 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.

 

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This page is not part of the Shareholder Report or the Financial Statements

 

 

AB FAMILY OF FUNDS

 

US EQUITY

US CORE

Core Opportunities Fund

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

Relative Value Fund1

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund1

Tax-Managed International Portfolio

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

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

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

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

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio1

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio1

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

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

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Government Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Government 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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

1 Prior to November 1, 2016, Sustainable Global Thematic Fund was named Global Thematic Growth Fund; prior to January 9, 2017, Relative Value Fund was named Growth & Income Fund; prior to April 17, 2017, Tax-Managed All Market Income Portfolio was named Tax-Managed Balanced Wealth Strategy; prior to April 24, 2017, All Market Total Return Portfolio was named Balanced Wealth Strategy.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB CORPORATE INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

CIS-0151-0417                 LOGO


APR    04.30.17

LOGO

 

ANNUAL REPORT

AB MUNICIPAL INCOME SHARES

 

 

 

LOGO

 

LOGO


 

 

 
Investment Products Offered  

 Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year 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.abfunds.com.

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

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We are pleased to provide this report for AB Municipal Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 12, 2017

This report provides management’s discussion of fund performance for AB Municipal Income Shares for the annual reporting period ended April 30, 2017. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.

NAV RETURNS AS OF APRIL 30, 2017 (unaudited)

 

     6 Months      12 Months  
AB MUNICIPAL INCOME SHARES      -1.19%        0.87%  
Bloomberg Barclays Municipal Bond Index      -0.34%        0.14%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Municipal Bond Index, for the six- and 12-month periods ended April 30, 2017.

The Fund outperformed the benchmark for the 12-month period, yet underperformed for the six-month period. The Fund is generally used to provide exposure to lower-rated municipal bonds within separately managed account strategies. As such, the Fund is overweight lower-rated (non-investment grade) bonds relative to the benchmark (which is composed of 100% investment-grade bonds). This overweight was beneficial over both periods.

In addition, over the 12-month period, security selection within the tobacco bond and state general obligation sectors benefited performance, while security selection within the health care sector detracted. Security selection within the tobacco bond sector contributed to performance for the six-month period. Security selection within the senior living and health care sector detracted; an overweight to the senior living sector also detracted.

The Fund’s use of derivatives in the form of credit default swaps for investment purposes had no material impact on absolute performance during the 12-month period; they were not used for the six-month period. Interest rate swaps were used for hedging and investment purposes, and

 

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inflation (“CPI”) swaps were used for hedging purposes. Interest rate swaps had no material impact on performance for the six-month period, and added for the 12-month period; CPI swaps had no material impact on performance during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

The relatively strong performance of equities and corporate bonds during both periods reflected investors’ expectations that economic growth should be solid going forward. Within the municipal market, this sentiment was reflected in higher interest rates and the better performance of mid-grade bonds over high-grade bonds.

The specter of tax reform remains on the horizon, though the chances of significant reform have declined recently as Republicans continue to grapple with repealing and replacing the Affordable Care Act. At the end of the reporting period, the market yields of municipal bonds relative to taxable bonds suggested a low probability of significant tax reform. The after-tax income of municipals relative to taxable bonds would be below average, however, if tax rates were cut to 33%, as proposed by both President Trump and House Speaker Ryan. The relative advantage of municipals would fall sharply if long-term capital gains rates were cut as in certain proposals and taxable interest were subject to the same reduced rate. While significant tax reform may be unlikely in the near term, the Fund’s Senior Investment Management Team continues to position the Fund with a relatively small portion in the longest-maturity bonds; this could potentially reduce the Fund’s exposure to tax reform should a push to significantly cut taxes materialize in the months ahead.

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 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, 2017, the Fund’s percentages of investments in municipal bonds that are insured and insured municipal bonds that have been pre-refunded or escrowed to maturity were 2.96% and 0.00%, respectively.

 

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INVESTMENT POLICIES

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.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

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

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Fund may be subject to heightened interest rate risk due to rising interest rates as the current period of historically low interest rates ends. 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.

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.

 

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DISCLOSURES AND RISKS (continued)

 

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most 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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2017 (unaudited)

 

    NAV Returns  
1 Year     0.87%  
5 Years     6.08%  
Since Inception1     6.80%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2017 (unaudited)

 

    NAV Returns  
1 Year     1.22%  
5 Years     6.34%  
Since Inception1     6.74%  

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 except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1 Inception date: 9/1/2010.

 

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HISTORICAL PERFORMANCE (continued)

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

9/1/20101 TO 4/30/2017

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Municipal Income Shares (from 9/1/20101 to 4/30/2017) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

1 Inception date: 9/1/2010.

 

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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, 2016
    Ending
Account Value
April 30, 2017
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $ 988.10     $ 0.02       0.00 %*** 

Hypothetical**

  $ 1,000     $     1,024.77     $     0.03       0.00 %*** 

 

* Expenses are equal to the Fund’s annualized expense ratio (interest expense incurred) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

** Assumes 5% annual return before expenses.

 

*** Amount is less than .005%.

 

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PORTFOLIO SUMMARY

April 30, 2017 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $1,667.1

 

 

 

LOGO

 

1 All data are as of April 30, 2017. 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 Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the Pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) 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.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2017

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 96.3%

 

Long-Term Municipal Bonds – 94.2%

 

Alabama – 3.0%

 

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

   $ 2,000     $ 2,003,020  

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

     11,645       13,380,105  

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

     400       420,060  

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

     10,000       10,808,000  

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       3,284,370  

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Obligated Group)
Series 2016A
5.00%, 12/01/31

     10,000       10,947,900  

Water Works Board of the City of Birmingham (The)
Series 2016B
5.00%, 1/01/33-1/01/35

     8,500       9,751,325  
    

 

 

 
       50,594,780  
    

 

 

 

Alaska – 0.6%

    

City of Koyukuk AK
Series 2011
7.75%, 10/01/41 (Pre-refunded/ETM)

     100       115,363  

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

     9,000       10,172,360  
    

 

 

 
       10,287,723  
    

 

 

 

Arizona – 2.2%

    

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

     160       160,155  

5.20%, 10/01/37

     5,070       5,013,824  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 3,670     $ 3,960,077  

Glendale Industrial Development Authority
(Royal Oaks Life Care Community)
Series 2016
5.00%, 5/15/39

     2,700       2,929,230  

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

     3,875       4,084,405  

Maricopa County Industrial Development Authority
(Banner Health Obligated Group)
Series 2016A
5.00%, 1/01/33-1/01/35

     16,100       18,534,463  

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

     90       99,604  

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

     150       175,769  

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

     1,000       1,126,540  
    

 

 

 
       36,084,067  
    

 

 

 

California – 6.8%

    

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

     100       109,671  

Alameda Corridor Transportation Authority
Series 2016B
5.00%, 10/01/34

     12,405       13,896,205  

Anaheim Housing & Public Improvements Authority
(Anaheim Electric Utility Fund)
Series 2016A
5.00%, 10/01/33-10/01/36

     7,900       8,795,178  

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

     1,460       1,687,818  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 1,000     $ 1,173,150  

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

     11,845       13,453,530  

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

     100       110,925  

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

     85       102,303  

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

     1,000       1,087,070  

Series 2014
5.00%, 1/01/35

     1,335       1,283,416  

California Municipal Finance Authority
(Partnerships to Uplift Communities Lakeview Terrace and Los Angeles Project)
Series 2012A
5.30%, 8/01/47

     1,025       1,047,478  

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

     1,200       1,328,496  

7.25%, 6/01/43

     2,075       2,305,387  

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

     765       817,265  

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

     6,405       6,811,205  

California School Finance Authority
(Partnerships to Uplift Communities Valley Project)
Series 2014A
6.40%, 8/01/34

     3,000       3,109,590  

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

     730       547,500  

 

14    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 530     $ 569,660  

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

     100       100,072  

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

     1,200       1,233,648  

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

     100       115,260  

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

     140       161,379  

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

     250       268,070  

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

     1,000       1,035,540  

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

     100       114,820  

Municipal Improvement Corp. of Los Angeles
(Municipal Improvement Corp. of Los Angeles Lease)
Series 2016B
4.00%, 11/01/33-11/01/36

     7,000       7,169,918  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 6,215     $ 7,137,596  

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

     1,000       1,072,730  

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       1,415,938  

San Joaquin County Transportation Authority
(San Joaquin County Transportation Authority Sales Tax)
5.00%, 3/01/36-3/01/37

     5,500       6,398,575  

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

     1,450       1,569,161  

Series 2014B
5.25%, 1/15/44

     1,000       1,075,900  

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

     1,685       1,684,876  

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

     18,000       18,877,880  

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

     1,000       1,158,000  

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

     3,375       3,641,760  
    

 

 

 
       112,466,970  
    

 

 

 

Colorado – 1.4%

    

Centerra Metropolitan District No 1
5.00%, 12/01/37

     5,000       5,020,550  

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

     775       815,470  

5.375%, 7/01/44(a)

     1,360       1,414,346  

 

16    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 5,910     $ 6,140,963  

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

     2,910       2,983,245  

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

     1,150       1,318,325  

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

     1,000       1,046,510  

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

     1,000       1,026,900  

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

     1,000       1,075,300  

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

     1,500       1,549,275  

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

     200       220,418  

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

     1,000       978,000  
    

 

 

 
       23,589,302  
    

 

 

 

Connecticut – 0.9%

    

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

     5,750       6,348,862  

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

     2,475       2,414,935  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 1,000     $ 1,137,020  

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

     5,000       5,695,500  
    

 

 

 
       15,596,317  
    

 

 

 

Delaware – 0.2%

    

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

     2,440       2,556,991  

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

     1,310       1,354,815  
    

 

 

 
       3,911,806  
    

 

 

 

District of Columbia – 0.2%

    

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

     100       109,113  

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

     1,420       1,446,582  

Series 2016A
5.00%, 6/01/41-6/01/46

     1,400       1,429,271  

Metropolitan Washington Airports Authority
Series 2016A
5.00%, 10/01/35

     500       565,675  
    

 

 

 
       3,550,641  
    

 

 

 

Florida – 6.7%

    

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

     100       114,230  

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

     1,100       1,193,302  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 435     $ 508,941  

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

     1,000       1,083,820  

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

     1,000       943,660  

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

     1,400       1,461,138  

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

     4,015       4,200,304  

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

     6,765       6,154,797  

Central Florida Expressway Authority
Series 2016B
5.00%, 7/01/34

     5,500       6,285,180  

Citizens Property Insurance Corp.
Series 2015A
5.00%, 6/01/20

     10,000       10,945,600  

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

     2,350       2,508,367  

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

     5,610       6,066,430  

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

     3,000       3,360,600  

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

     2,000       2,283,980  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 10,000     $ 11,207,000  

Series 2015A
5.00%, 10/01/31

     1,100       1,254,550  

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

     1,400       1,368,248  

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

     4,900       3,953,056  

Manatee County School District
(Manatee County School District Sales Tax)
AGM Series 2017
5.00%, 10/01/28-10/01/30

     5,450       6,404,554  

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

     1,680       1,644,367  

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

     1,950       2,133,066  

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

     1,150       1,178,324  

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

     2,885       3,135,735  

Series 2014
5.00%, 11/15/39

     2,000       2,137,000  

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

     4,000       4,476,360  

Series 2016A
5.00%, 7/01/32-7/01/33

     8,150       9,346,303  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 80     $ 99,330  

Series 2015A
5.00%, 10/01/28-10/01/40

     3,600       4,034,348  

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

     2,750       2,983,550  

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

     3,000       3,546,510  

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

     3,765       4,276,927  

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

     1,625       1,867,060  
    

 

 

 
       112,156,637  
    

 

 

 

Georgia – 2.3%

    

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

     4,000       4,326,400  

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

  

 

1,390

 

 

 

1,577,316

 

Series 2014A
5.00%, 1/01/33

     1,820       2,066,446  

Clarke County Hospital Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 7/01/31

     2,500       2,889,150  

Fayette County Hospital Authority/GA
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 7/01/34-7/01/36

     10,710       12,045,923  

Fulton County Development Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016A
5.00%, 7/01/32

     2,000       2,294,080  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Gwinnett County Development Authority
(Board of Regents of the University System of Georgia Lease)
5.00%, 7/01/32-7/01/37(f)

   $ 10,855     $ 12,359,637  
    

 

 

 
       37,558,952  
    

 

 

 

Idaho – 0.0%

    

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

     200       223,756  
    

 

 

 

Illinois – 11.0%

    

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

     2,940       2,344,209  

Series 2015C
5.25%, 12/01/35-12/01/39

     10,315       8,443,900  

Series 2016B
6.50%, 12/01/46

     1,900       1,777,412  

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

     1,665       1,809,322  

Series 2016B
5.00%, 1/01/34

     5,000       5,623,550  

Series 2016C
5.00%, 1/01/35-1/01/38

     9,250       10,300,017  

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

     4,285       4,779,832  

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

     1,170       1,214,881  

City of Chicago IL
Series 2008A
5.00%, 1/01/19

     525       528,670  

Series 2015A
5.00%, 1/01/19

     300       304,614  

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

     1,050       894,506  

Series 2015
6.00%, 12/01/30(h)(i)

     2,320       2,289,654  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 3,600     $ 3,887,172  

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

     3,000       1,620,000  

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

     465       465,283  

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

     400       418,740  

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

     2,010       2,043,245  

Illinois Finance Authority
(Mercy Health System Obligated Group)
Series 2016
5.00%, 12/01/46

     1,000       1,060,610  

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

     625       606,820  

6.33%, 5/15/48

     829       790,536  

6.44%, 5/15/55

     1,998       1,889,675  

Series 2016C
2.00%, 5/15/55(b)(c)(g)

     609       26,041  

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

     3,500       3,852,310  

Series 2015
5.25%, 5/15/50

     2,000       2,034,040  

Illinois Finance Authority
(Presence Health Network Obligated Group)
Series 2016C
5.00%, 2/15/31

     11,500       12,442,195  

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

     4,750       5,099,172  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 6,700     $ 7,650,931  

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

     3,125       3,547,317  

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

     5,250       5,855,992  

Series 2016A
5.00%, 12/01/32

     7,000       7,991,760  

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

     13,300       13,345,486  

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

     6,145       6,399,988  

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

     8,985       9,125,704  

Series 2016
5.00%, 2/01/22-11/01/35

     40,960       42,589,936  

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

     4,264       4,032,465  

Series 2016B
7.00%, 3/01/33

     1,869       1,782,989  

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

     1,074       1,097,360  

5.00%, 3/01/36

     2,963       3,003,030  

Series 2015B
6.00%, 3/01/36

     986       1,030,311  
    

 

 

 
       183,999,675  
    

 

 

 

Indiana – 1.6%

    

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

     1,000       1,064,640  

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

     3,020       3,189,599  

Indiana Finance Authority
(I-69 Development Partners LLC)
Series 2014
5.00%, 9/01/46

     1,000       1,025,210  

5.25%, 9/01/34

     12,775       13,480,819  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 1,000     $ 1,064,510  

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

     6,980       7,455,460  
    

 

 

 
       27,280,238  
    

 

 

 

Kansas – 0.0%

    

Wichita KS Hlth Care FACS Revenue
(Kansas Masonic Home)
Series 2016I
5.00%, 12/01/31

     550       551,221  
    

 

 

 

Kentucky – 2.3%

    

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

     1,685       1,685,354  

5.50%, 11/15/45

     1,000       1,004,710  

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

     10,335       10,906,972  

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

     200       216,162  

6.375%, 6/01/40

     1,525       1,643,050  

6.50%, 3/01/45

     1,000       1,080,410  

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

     1,750       1,739,903  

5.75%, 11/15/45

     3,350       3,370,100  

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
Series 2016
5.00%, 10/01/30-10/01/33

     15,350       17,191,374  
    

 

 

 
       38,838,035  
    

 

 

 

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Louisiana – 0.8%

    

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

   $ 2,130     $ 2,245,169  

Jefferson Sales Tax District
AGM Series 2017B
5.00%, 12/01/34-12/01/36

     3,400       3,905,768  

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

     2,100       2,153,445  

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

     400       439,440  

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

     2,750       935,000  

Series 2014A
7.50%, 7/01/23(b)(e)

     1,250       425,000  

Louisiana Public Facilities Authority
(Ochsner Clinic Foundation)
Series 2016
5.00%, 5/15/47

     1,120       1,208,603  

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

     1,540       1,665,489  
    

 

 

 
       12,977,914  
    

 

 

 

Maine – 0.4%

    

Finance Authority of Maine
(Casella Waste Systems, Inc.)
Series 2017
5.25%, 1/01/25(a)

     4,630       4,767,928  

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

     1,000       1,140,270  
    

 

 

 
       5,908,198  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Maryland – 0.2%

    

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

   $ 3,245     $ 3,573,297  
    

 

 

 

Massachusetts – 1.1%

    

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

     2,000       2,237,360  

NATL Series 2000G
1.215%, 12/01/30(j)

     5,000       4,562,510  

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

     2,550       2,682,218  

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

     745       780,998  

Massachusetts Development Finance Agency
(South Shore Hospital, Inc.)
Series 2016I
5.00%, 7/01/31-7/01/41

     3,850       4,245,361  

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

     3,980       4,244,357  
    

 

 

 
       18,752,804  
    

 

 

 

Michigan – 6.6%

    

City of Detroit MI Sewage Disposal System Revenue
(Great Lakes Water Authority Sewage Disposal System)
Series 2012A
5.00%, 7/01/32

     4,400       4,862,000  

5.25%, 7/01/39

     4,825       5,340,310  

City of Detroit MI Water Supply System Revenue
(Great Lakes Water Authority Water Supply System)
Series 2011C
5.00%, 7/01/41

     1,060       1,115,565  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 120     $ 130,013  

Great Lakes Water Authority
(Great Lakes Water Authority Water Supply System)
Series 2016D
5.00%, 7/01/36

     25,210       27,632,933  

Kalamazoo Hospital Finance Authority
(Bronson Healthcare Group Obligated Group)
Series 2016
4.00%, 5/15/31-5/15/36

     20,100       20,355,690  

Michigan Finance Authority
(Great Lakes Water Authority Sewage Disposal System)
Series 2014C
5.00%, 7/01/17-7/01/18

     2,000       2,042,530  

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

     1,750       1,858,448  

Michigan Finance Authority
(Great Lakes Water Authority Water Supply System)
Series 2014D-4
5.00%, 7/01/29-7/01/34

     2,100       2,338,654  

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

     2,000       2,215,780  

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

     3,400       3,696,242  

Michigan Finance Authority
(Henry Ford Health System Obligated Group)
Series 2016
4.00%, 11/15/35-11/15/36

     5,000       5,032,290  

5.00%, 11/15/32

     3,850       4,354,658  

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

     2,000       2,202,380  

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

     7,950       8,643,511  

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

     2,290       2,531,412  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016
9.00%, 12/01/25(a)(f)(k)

   $ 8,970     $ 8,224,772  

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

     2,000       2,035,300  

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

     5,775       5,516,973  
    

 

 

 
       110,129,461  
    

 

 

 

Minnesota – 0.1%

    

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

     1,000       1,132,680  

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

     1,030       1,178,454  
    

 

 

 
       2,311,134  
    

 

 

 

Mississippi – 0.6%

    

Mississippi Development Bank
(Mississippi Development Bank State Lease)
Series 2016C
5.00%, 8/01/27

     7,830       9,370,083  
    

 

 

 

Missouri – 1.4%

    

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

     100       105,292  

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

     1,785       1,718,134  

6.00%, 11/15/46(a)

     4,400       4,278,428  

Lees Summit Industrial Development Authority
(John Knox Village Obligated Group)
Series 2016A
5.00%, 8/15/36

     1,300       1,309,503  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 3,240     $ 3,673,350  

Missouri State Environmental Improvement & Energy Resources Authority
(Union Electric Co.)
NATL
1.82%, 9/01/33(j)

     1,025       912,386  

NATL Series 1992
1.54%, 12/01/22(j)

     550       507,777  

NATL Series 1998A
1.98%, 9/01/33(j)

     2,950       2,625,763  

NATL Series 1998B
1.96%, 9/01/33(j)

     1,150       1,023,598  

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

     2,000       1,980,820  

5.125%, 12/01/45

     4,500       4,384,530  
    

 

 

 
       22,519,581  
    

 

 

 

Montana – 0.1%

    

Montana Facility Finance Authority
(Benefis Health System Obligated Group)
Series 2016
5.00%, 2/15/34

     1,085       1,212,119  
    

 

 

 

Nebraska – 0.2%

    

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The))
Series 2012
5.00%, 9/01/32-9/01/42

     2,975       3,199,693  
    

 

 

 

Nevada – 1.1%

    

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

     1,800       1,970,856  

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

     14,000       15,806,560  
    

 

 

 
       17,777,416  
    

 

 

 

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       3,192,546  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016
5.00%, 1/01/41

   $ 1,660     $ 1,804,486  
    

 

 

 
       4,997,032  
    

 

 

 

New Jersey – 8.3%

    

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

     1,075       1,193,282  

Hudson County Improvement Authority
(County of Hudson NJ)
Series 2016
5.00%, 5/01/32

     3,645       4,234,652  

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

     3,500       3,725,785  

Series 2015X
5.00%, 6/15/21

     15,920       16,946,999  

Series 2017B
5.00%, 11/01/20

     7,505       7,996,878  

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

     735       763,577  

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

     2,850       3,104,875  

Series 2000B
5.625%, 11/15/30

     1,475       1,634,875  

New Jersey Health Care Facilities Financing Authority
(Hackensack Meridian Health Obligated Group)
5.00%, 7/01/35-7/01/37

     4,300       4,860,789  

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

     100       107,898  

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Fed Hwy Grant)
Series 2016
5.00%, 6/15/28-6/15/30

     29,160       31,107,364  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 1,000     $ 1,005,300  

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

     3,500       3,981,530  

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

     15,400       17,237,360  

Series 2016A
5.00%, 1/01/33

     6,500       7,431,515  

Series 2017A
5.00%, 1/01/33-1/01/34

     15,000       17,286,450  

NATL Series 2000D
1.61%, 1/01/30(j)

     1,175       1,078,145  

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

     15,660       15,252,997  
    

 

 

 
       138,950,271  
    

 

 

 

New Mexico – 0.1%

    

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

     1,060       1,126,822  
    

 

 

 

New York – 5.6%

    

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

     2,000       2,016,240  

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

     245       266,315  

Metropolitan Transportation Authority
Series 2013E
5.00%, 11/15/32

     4,425       5,099,503  

Series 2016A
5.00%, 11/15/32

     3,440       3,969,072  

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

     190       217,423  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 75     $ 75,882  

6.70%, 1/01/49

     454       451,958  

Series 2014B
5.50%, 7/01/20

     479       484,520  

Series 2014C
2.00%, 1/01/49(b)(c)(g)

     514       87,341  

New York City Municipal Water Finance Authority
Series 2017E
5.00%, 6/15/36

     7,305       8,467,737  

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

     100       107,815  

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

     1,325       1,605,357  

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

     500       576,835  

New York State Dormitory Authority
(Orange Regional Medical Center Obligated Group)
Series 2017
5.00%, 12/01/30-12/01/34(a)

     4,200       4,573,082  

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

     2,250       2,568,240  

New York State Energy Research & Development Authority
(Consolidated Edison Co. of New York, Inc.)
AMBAC Series 2001B
1.54%, 10/01/36(j)

     3,200       2,952,781  

XLCA Series 2004A
1.558%, 1/01/39(j)

     4,100       3,698,934  

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

     2,000       2,226,080  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016A
5.00%, 1/01/41

   $ 3,800     $ 4,252,656  

New York Transportation Development Corp.
(Laguardia Gateway Partners LLC)
Series 2016A
5.00%, 7/01/46

     10,320       11,019,489  

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

     1,125       1,089,416  

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

     3,900       4,345,965  

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

     5,000       5,659,750  

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

     1,950       2,278,839  

Series 2017B
5.00%, 11/15/35

     11,170       13,019,417  

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

     360       322,456  

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

     410       420,602  

Ulster County Industrial Development Agency
(Kingston Regional Senior Living Corp.)
Series 2007A
6.00%, 9/15/27-9/15/37

     2,225       2,224,804  

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

     3,840       4,062,528  

Westchester County Local Development Corp.
(Westchester County Healthcare Corp./NY)
Series 2016
5.00%, 11/01/46

     4,230       4,481,981  
    

 

 

 
       92,623,018  
    

 

 

 

North Carolina – 1.3%

    

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

     5,000       5,055,050  

5.00%, 7/01/45

     1,000       1,016,010  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

North Carolina Medical Care Commission
(Mission Health System, Inc./NC)
Series 2017
5.00%, 10/01/30-10/01/36(f)

   $ 10,025     $ 11,344,352  

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

     2,250       2,308,725  

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

     1,735       1,785,263  
    

 

 

 
       21,509,400  
    

 

 

 

Ohio – 2.4%

    

American Municipal Power, Inc.
Series 2016A
5.00%, 2/15/37-2/15/41

     10,200       11,346,090  

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

     14,185       13,596,322  

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

     2,300       2,306,325  

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

     1,030       1,068,450  

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

     2,500       2,527,750  

Ohio Air Quality Development Authority
(FirstEnergy Generation LLC)
Series 2009D
4.25%, 8/01/29

     4,840       4,508,073  

Ohio Air Quality Development Authority
(FirstEnergy Nuclear Generation LLC)
Series 2009A
4.375%, 6/01/33

     3,820       3,557,413  

Toledo-Lucas County Port Authority
(StoryPoint Obligated Group)
Series 2016
6.375%, 1/15/51(a)

     1,000       1,000,240  
    

 

 

 
       39,910,663  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Oklahoma – 0.5%

    

Oklahoma Capitol Improvement Authority
(Oklahoma Capitol Improvement Authority State Lease)
Series 2016
4.00%, 7/01/32-7/01/34

   $ 6,645     $ 7,012,869  

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

     1,125       1,174,781  
    

 

 

 
       8,187,650  
    

 

 

 

Oregon – 0.3%

    

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

     410       425,514  

State of Oregon
Series 2017L
5.00%, 8/01/34(f)

     4,170       4,961,508  
    

 

 

 
       5,387,022  
    

 

 

 

Pennsylvania – 8.9%

    

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

     8,570       10,112,428  

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

     1,780       1,995,202  

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

     1,200       1,357,236  

Series 2017
5.00%, 8/01/29-8/01/31

     12,110       13,965,771  

City of Philadelphia PA Water & Wastewater Revenue
Series 2017A
5.00%, 10/01/35-10/01/36

     5,105       5,859,340  

County of Lehigh PA
(Lehigh Valley Health Network Obligated Group)
Series 2016A
4.00%, 7/01/35

     18,200       18,175,976  

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

     180       188,672  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2012
5.25%, 1/01/41

   $ 1,000     $ 1,012,280  

Delaware River Joint Toll Bridge Commission
Series 2017
5.00%, 7/01/34-7/01/37

     14,500       16,688,855  

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

     200       226,706  

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

     1,040       1,045,190  

5.25%, 1/01/40

     4,740       4,702,412  

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

     5,135       5,334,341  

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

     265       276,763  

Series 2016A
5.00%, 3/01/37

     1,400       1,497,818  

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

     1,620       1,732,979  

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

     2,830       3,104,227  

Pennsylvania Higher Educational Facilities Authority
(Drexel University)
Series 2016
5.00%, 5/01/32-5/01/33

     4,000       4,511,400  

Pennsylvania State University
Series 2016B
5.00%, 9/01/32

     2,000       2,360,720  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    37


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Pennsylvania Turnpike Commission
Series 2016
5.00%, 6/01/37

   $ 4,000     $ 4,372,960  

Pennsylvania Turnpike Commission
(Pennsylvania Turnpike Commission Oil Franchise Tax)
Series 2016A
5.00%, 12/01/31-12/01/32

     5,760       6,708,731  

Philadelphia Gas Works Co.
Series 2016
5.00%, 10/01/31-10/01/34

     5,300       5,957,618  

School District of Philadelphia (The)
Series 2015A
5.00%, 9/01/34-9/01/35

     2,615       2,797,975  

Series 2016F
5.00%, 9/01/33-9/01/36

     4,000       4,307,930  

Scranton-Lackawanna Health & Welfare Authority
(Scranton Parking System Concession Project)
Series 2016A
5.00%, 1/01/51-1/01/57(a)

     12,110       12,089,334  

Series 2016B
6.08%, 1/01/26(a)

     1,070       1,045,037  

Series 2016C
Zero Coupon, 1/01/36(a)

     2,945       998,649  

Series 2016D
Zero Coupon, 1/01/57(a)

     61,525       3,807,782  

State Public School Building Authority
(Harrisburg School District)
AGM Series 2016A
5.00%, 12/01/29-12/01/30

     9,880       11,301,470  
    

 

 

 
       147,535,802  
    

 

 

 

Puerto Rico – 0.4%

    

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

     7,195       6,907,200  

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  
    

 

 

 
       7,206,188  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Rhode Island – 0.4%

    

Rhode Island Health & Educational Building Corp.
Series 2011
8.375%, 1/01/46 (Pre-refunded/ETM)

   $ 3,150     $ 3,902,031  

Rhode Island Health & Educational Building Corp.
(City of Woonsocket RI)
AGM Series 2017A
5.00%, 5/15/28-5/15/29

     2,000       2,312,450  
    

 

 

 
       6,214,481  
    

 

 

 

South Carolina – 0.6%

    

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

     1,000       955,210  

5.125%, 5/01/48

     1,000       963,200  

South Carolina Public Service Authority
Series 2013A
5.00%, 12/01/38

     575       608,971  

Series 2013B
5.00%, 12/01/38

     810       857,855  

Series 2014B
5.00%, 12/01/38

     1,160       1,233,057  

Series 2014C
5.00%, 12/01/36

     495       530,412  

Series 2016A
5.00%, 12/01/34-12/01/36

     4,565       4,974,160  
    

 

 

 
       10,122,865  
    

 

 

 

Tennessee – 1.1%

    

Bristol Industrial Development Board
(Bristol Industrial Development Board Sales Tax)
Series 2016A
5.00%, 12/01/35(a)

     8,135       7,857,759  

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

     4,890       5,158,657  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    39


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Metropolitan Government Nashville & Davidson County Health & Educational Facs Bd
(Vanderbilt University Medical Center Obligated Group)
Series 2016
5.00%, 7/01/40

   $ 2,435     $ 2,700,926  

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

     1,000       1,032,610  

5.375%, 12/01/47

     800       828,976  
    

 

 

 
       17,578,928  
    

 

 

 

Texas – 8.1%

    

Arlington Higher Education Finance Corp.
(Harmony Public Schools)
Series 2016A
5.00%, 2/15/41-2/15/46

     6,060       6,720,296  

Arlington Higher Education Finance Corp.
(Wayside Schools)
Series 2016A
4.625%, 8/15/46

     2,450       2,235,723  

Central Texas Regional Mobility Authority
Series 2011
6.00%, 1/01/41 (Pre-refunded/ETM)

     120       139,490  

Series 2013
5.00%, 1/01/42

     3,500       3,797,290  

Series 2016
5.00%, 1/01/33-1/01/40

     6,855       7,604,254  

Central Texas Turnpike System
Series 2015C
5.00%, 8/15/37

     6,800       7,482,584  

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

     1,965       2,231,415  

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

     3,155       3,373,925  

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

     2,960       3,152,135  

City of San Antonio TX Electric & Gas Systems Revenue
5.00%, 2/01/33-2/01/35

     9,295       10,870,039  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 530     $ 555,244  

Series 2013
6.00%, 8/15/43

     1,000       1,120,690  

Series 2016A
5.00%, 8/15/34-8/15/36

     4,180       4,790,258  

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

     1,150       1,212,686  

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

     1,500       1,638,930  

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

     3,150       3,291,876  

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

     400       462,464  

Mission Economic Development Corp.
(Natgasoline LLC)
Series 2016B
5.75%, 10/01/31(a)

     5,225       5,480,973  

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

     1,700       1,721,046  

New Hope Cultural Education Facilities Finance Corp.
(Westminster Manor)
Series 2016
4.00%, 11/01/36

     1,475       1,372,679  

North East Texas Regional Mobility Authority
Series 2016
5.00%, 1/01/46

     2,500       2,690,825  

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

     280       296,478  

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

     8,975       10,137,891  

Series 2015A
5.00%, 1/01/35

     7,000       7,834,680  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2015B
5.00%, 1/01/34

   $ 3,500     $ 3,945,165  

Series 2016A
5.00%, 1/01/39

     4,000       4,498,840  

Red River Health Facilities Development Corp.
Series 2011A
8.00%, 11/15/46 (Pre-refunded/ETM)

     1,790       2,295,335  

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

     1,315       1,477,350  

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

     1,740       1,840,033  

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

     2,180       981,000  

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

     200       202,378  

Tarrant County Cultural Education Facilities Finance Corp.
(CC Young Memorial Home Obligated Group)
Series 2017A
6.375%, 2/15/41-2/15/48

     6,875       7,077,930  

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

     4,000       4,077,840  

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

     5,025       5,340,934  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2009B
5.25%, 11/15/45(l)

   $ 1,075     $ 1,074,979  

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

     1,065       1,115,971  

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

     1,000       1,206,510  

Texas Private Activity Bond Surface Transportation Corp.
(Blueridge Transportation Group LLC)
Series 2016
5.00%, 12/31/40

     1,255       1,360,382  

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

     660       748,334  

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

     200       222,986  

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

     3,600       4,045,680  

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

     1,200       1,311,552  

7.125%, 1/01/46

     2,430       2,640,341  

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

     75       98,858  
    

 

 

 
       135,776,269  
    

 

 

 

Utah – 0.0%

    

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

     90       95,165  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 100     $ 110,536  

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

     100       108,283  

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

     100       108,388  
    

 

 

 
       422,372  
    

 

 

 

Vermont – 0.4%

    

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

     200       210,896  

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

     1,500       1,661,355  

Series 2016B
5.00%, 12/01/37-12/01/38

     4,420       4,837,613  
    

 

 

 
       6,709,864  
    

 

 

 

Virginia – 1.1%

    

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

     1,000       1,004,400  

Chesapeake Bay Bridge & Tunnel District
Series 2016
5.00%, 7/01/46

     1,000       1,103,450  

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

     1,030       1,047,201  

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

     300       316,245  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

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

   $ 1,955     $ 1,986,671  

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

     6,790       6,445,951  

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

     550       638,456  

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

     1,000       1,061,180  

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

     3,580       3,913,441  
    

 

 

 
       17,516,995  
    

 

 

 

Washington – 1.0%

    

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

     2,235       2,239,537  

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

     5,035       5,621,577  

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

     3,550       3,687,811  

Washington State Housing Finance Commission
(Presbyterian Retirement Communities Northwest Obligated Group)
Series 2016A
5.00%, 1/01/31(a)

     1,650       1,706,117  

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

     3,215       3,581,189  
    

 

 

 
       16,836,231  
    

 

 

 

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    45


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

West Virginia – 0.2%

    

West Virginia Hospital Finance Authority
(West Virginia University Health System Obligated Group)
AGM Series 2004B
1.733%, 2/15/34(j)

   $ 850     $ 773,446  

West Virginia Hospital Finance Authority
(West Virginia University Health System, Inc.)
Series 2013A
5.50%, 6/01/44

     2,100       2,348,808  
    

 

 

 
       3,122,254  
    

 

 

 

Wisconsin – 1.4%

    

University of Wisconsin Hospitals & Clinics
Series 2013A
5.00%, 4/01/38

     4,155       4,557,121  

Wisconsin Public Finance Authority
(Bancroft Neurohealth/Bancroft Rehabilitation Services Obligated Group)
Series 2016
5.125%, 6/01/48(a)

     2,055       1,973,211  

Wisconsin Public Finance Authority
(Celanese US Holdings LLC)
Series 2016C
4.30%, 11/01/30

     2,060       2,070,691  

Series 2016D
4.05%, 11/01/30

     720       726,494  

Wisconsin Public Finance Authority
(Mary’s Woods at Marylhurst, Inc.)
5.25%, 5/15/37-5/15/47(a)

     3,225       3,391,824  

Wisconsin Public Finance Authority
(Natgasoline LLC)
Series 2016
10.00%, 6/30/21(a)

     7,350       7,396,452  

Wisconsin Public Finance Authority
(Pine Lake Preparatory, Inc.)
Series 2015
5.25%, 3/01/35(a)

     1,550       1,595,973  

Wisconsin Public Finance Authority
(Rose Villa)
Series 2014A
5.75%, 11/15/44

     1,000       1,045,300  

Wisconsin Public Finance Authority
(Seabury Retirement Community)
Series 2015A
5.00%, 9/01/30(a)

     545       562,162  
    

 

 

 
       23,319,228  
    

 

 

 

Total Long-Term Municipal Bonds
(cost $1,561,589,916)

       1,569,475,175  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Short-Term Municipal Notes – 2.1%

    

California – 0.2%

    

California Statewide Communities Development Authority
(Irvine Apartment Communities LP)
Series 2008W
0.88%, 9/15/29(m)

   $ 3,500     $ 3,500,000  
    

 

 

 

Illinois – 0.3%

    

Joliet Regional Port District
(Exxon Mobil Corp.)
Series 1989
0.86%, 10/01/24(m)

     5,700       5,700,000  
    

 

 

 

Louisiana – 0.9%

    

East Baton Rouge Parish Industrial Development Board, Inc.
(Exxon Mobil Corp.)
Series 2011
0.86%, 12/01/51(m)

     9,368       9,368,000  

Louisiana Offshore Terminal Authority
(Loop LLC)
Series 1997A
0.86%, 9/01/17(m)

     5,300       5,300,000  
    

 

 

 
       14,668,000  
    

 

 

 

Minnesota – 0.7%

    

City of Minneapolis MN/St Paul Housing & Redevelopment Authority
(Allina Health System)
Series 2009B
0.87%, 11/15/35(m)

     11,500       11,500,000  
    

 

 

 

Total Short-Term Municipal Notes
(cost $35,368,000)

       35,368,000  
    

 

 

 

Total Municipal Obligations
(cost $1,596,957,916)

       1,604,843,175  
    

 

 

 
    
     Shares        

SHORT-TERM INVESTMENTS – 1.0%

    

Investment Companies – 0.9%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB,
0.57%(n)(o)
(cost $14,753,182)

     14,753,182       14,753,182  
    

 

 

 
    

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    47


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Corporates – Investment Grade – 0.1%

 

Texas Pellets, Inc./German Pellets Texas LLC
8.00%, 6/19/17(h)(p)

   $ 865     $ 865,000  

8.00%, 7/30/17(h)(p)

     900       900,000  
    

 

 

 

Total Corporates – Investment Grade
(cost $1,765,000)

       1,765,000  
    

 

 

 

Total Short-Term Investments
(cost $16,518,182)

       16,518,182  

Total Investments – 97.3%
(cost $1,613,476,098)

       1,621,361,357  

Other assets less liabilities – 2.7%

       45,764,175  
    

 

 

 

Net Assets – 100.0%

     $ 1,667,125,532  
    

 

 

 

 

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2017, the aggregate market value of these securities amounted to $115,973,526 or 7.0% of net assets

 

(b) Defaulted.

 

(c) Non-income producing security.

 

(d) Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note G).

 

(e) Restricted and illiquid security.

 

Restricted & Illiquid 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

    4/15/16     $     6,456,349     $     6,154,797       0.37

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

    12/18/13       2,886,677       1,620,000       0.10

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

    12/09/13       2,750,000       935,000       0.06

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2014A
7.50%, 7/01/23

    7/31/14       1,250,000       425,000       0.03

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

    5/08/13       2,251,730       981,000       0.06

 

(f) When-Issued or delayed delivery security.

 

(g) Illiquid security.

 

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PORTFOLIO OF INVESTMENTS (continued)

 

 

(h) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.19% of net assets as of April 30, 2017, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid 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     $     2,289,654       0.14

Texas Pellets, Inc./German Pellets Texas LLC
8.00%, 6/19/17

    6/15/16       865,000       865,000       0.05

8.00%, 7/30/17

    4/24/17       900,000       900,000       0.05

 

(i) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2017.

 

(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, 2017 and the aggregate market value of these securities amounted to $18,135,340 or 1.09% 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) Variable rate coupon, rate shown as of April 30, 2017.

 

(m) Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

 

(n) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(o) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(p) Fair valued by the Adviser.

As of April 30, 2017, 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 3.0% and 0.0%, respectively.

Glossary:

AGC – Assured Guaranty Corporation

AGM – Assured Guaranty Municipal

AMBAC – Ambac Assurance Corporation

BAM – Build American Mutual

COP – Certificate of Participation

ETM – Escrowed to Maturity

GO – General Obligation

NATL – National Interstate Corporation

XLCA – XL Capital Assurance Inc.

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    49


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2017

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $1,598,722,916)

   $ 1,606,608,175  

Affiliated issuers (cost $14,753,182)

     14,753,182  

Cash

     381  

Receivable for investment securities sold

     55,604,439  

Interest receivable

     21,944,685  

Receivable for shares of beneficial interest sold

     11,612,653  

Affiliated dividends receivable

     19,882  

Receivable due from Adviser

     6,912  
  

 

 

 

Total assets

     1,710,550,309  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     33,261,056  

Dividends payable

     4,907,948  

Payable for floating rate notes issued*

     3,950,000  

Payable for shares of beneficial interest redeemed

     1,291,361  

Other liabilities

     14,412  
  

 

 

 

Total liabilities

     43,424,777  
  

 

 

 

Net Assets

   $ 1,667,125,532  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 1,482  

Additional paid-in capital

     1,660,081,144  

Undistributed net investment income

     1,073,275  

Accumulated net realized loss on investment transactions

     (1,915,628

Net unrealized appreciation on investments

     7,885,259  
  

 

 

 
   $     1,667,125,532  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 148,214,656 common shares outstanding)

   $ 11.25  
  

 

 

 

 

* Represents short-term floating rate certificates issued by tender option bond trusts (see Note G).

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2017

 

Investment Income      

Interest

   $     53,963,237     

Dividends—Affiliated issuers

     198,818     

Other income(a)

     109,469      $ 54,271,524  
  

 

 

    
Expenses      

Interest expense

     69,733     
  

 

 

    

Total expenses

        69,733  
     

 

 

 

Net investment income

             54,201,791  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (1,238,401

Swaps

        6,851,850  

Net change in unrealized appreciation/depreciation of:

     

Investments

        (52,014,393

Swaps

        (993,772
     

 

 

 

Net loss on investment transactions

        (47,394,716
     

 

 

 

Net Increase in Net Assets from Operations

      $ 6,807,075  
     

 

 

 

 

(a) Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    51


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2017
    Year Ended
April 30,
2016
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 54,201,791     $ 34,161,167  

Net realized gain on investment transactions

     5,613,449       3,259,732  

Net change in unrealized appreciation/depreciation of investments

     (53,008,165     35,309,236  
  

 

 

   

 

 

 

Net increase in net assets from operations

     6,807,075       72,730,135  
Dividends to Shareholders from     

Net investment income

     (54,115,439     (35,076,507
Transactions in Shares of Beneficial Interest     

Net increase

     601,893,684       440,219,988  
  

 

 

   

 

 

 

Total increase

     554,585,320       477,873,616  
Net Assets     

Beginning of period

     1,112,540,212       634,666,596  
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $1,073,275 and $142,418, respectively)

   $     1,667,125,532     $     1,112,540,212  
  

 

 

   

 

 

 

See notes to financial statements.

 

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STATEMENT OF CASH FLOWS

For the Year Ended April 30, 2017

 

Net increase in net assets from operations

    $ 6,807,075  
Reconciliation of net increase in net assets from operations to net decrease in cash from operating activities:    

Purchases of long-term investments

  $     (890,040,208  

Purchases of short-term investments

    (663,909,545  

Proceeds from disposition of long-term investments

    317,367,507    

Proceeds from disposition of short-term investments

    692,547,670    

Net realized gain on investment transactions

    (5,613,449  

Net change in unrealized appreciation/depreciation on investment transactions

    53,008,165    

Net accretion of bond discount and amortization of bond premium

    8,179,770    

Increase in receivable for investments sold

    (55,599,439  

Increase in interest receivable

    (7,728,340  

Increase in affiliated dividends receivable

    3,013    

Increase in receivable due from Adviser

    (6,912  

Decrease in cash collateral due from broker

    1,516,183    

Decrease in payable for investments purchased

    (6,508,425  

Decrease in cash collateral due to broker

    (260,000  

Decrease in other liabilities

    (10,559  

Proceeds on swaps, net

    6,068,693    

Payments for exchange-traded derivatives settlements

    (189,218  
 

 

 

   

Total adjustments

      (551,175,094
   

 

 

 

Net decrease in cash from operating activities

    $     (544,368,019
   

 

 

 
Cash flows from financing activities    

Redemptions in shares of beneficial interest, net

    598,446,588    

Decrease in due to custodian

    (14  

Cash dividends paid (net of dividend reinvestments)

    (52,763,174  

Repayment of floating rate notes issued

    (1,315,000  
 

 

 

   

Net increase in cash from financing activities

      544,368,400  
   

 

 

 

Net increase in cash

      381  

Net change in cash

   

Cash at beginning of year

       
   

 

 

 

Cash at end of year

    $ 381  
   

 

 

 

Supplemental disclosure of cash flow information:

   

Interest expense paid during the year

  $ 69,733    

In accordance with U.S. GAAP, the Fund has included a Statement of Cash Flows as a result of its significant investments in Level 3 securities throughout the year.

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    53


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2017

 

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. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Municipal Income Shares (the “Fund”).

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

 

Investments in

Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

 

Long-Term Municipal Bonds:

     

Alaska

  $ – 0  –    $ 10,172,360     $ 115,363     $ 10,287,723  

Arizona

    – 0  –      30,910,088       5,173,979       36,084,067  

California

    – 0  –      95,943,649       16,523,321       112,466,970  

Colorado

    – 0  –      13,968,067       9,621,235       23,589,302  

Florida

    – 0  –      95,678,713       16,477,924       112,156,637  

Illinois

    – 0  –      162,893,043       21,106,632       183,999,675  

Kansas

    – 0  –      – 0  –      551,221       551,221  

Kentucky

    – 0  –      31,037,968       7,800,067       38,838,035  

Louisiana

    – 0  –      9,464,469       3,513,445       12,977,914  

Michigan

    – 0  –      99,373,277       10,756,184       110,129,461  

Missouri

    – 0  –      10,157,669       12,361,912       22,519,581  

New York

    – 0  –      87,466,039       5,156,979       92,623,018  

North Carolina

    – 0  –      11,344,352       10,165,048       21,509,400  

Ohio

    – 0  –      34,076,348       5,834,315       39,910,663  

Oklahoma

    – 0  –      7,012,869       1,174,781       8,187,650  

Oregon

    – 0  –      4,961,508       425,514       5,387,022  

Pennsylvania

    – 0  –      135,252,907       12,282,895       147,535,802  

South Carolina

    – 0  –      8,204,455       1,918,410       10,122,865  

Tennessee

    – 0  –      7,859,583       9,719,345       17,578,928  

Texas

    – 0  –      110,544,258       25,232,011       135,776,269  

Utah

    – 0  –      108,388       313,984       422,372  

Vermont

    – 0  –      6,498,968       210,896       6,709,864  

Virginia

    – 0  –      13,478,723       4,038,272       17,516,995  

Washington

    – 0  –      7,327,694       9,508,537       16,836,231  

Wisconsin

    – 0  –      12,904,265       10,414,963       23,319,228  

Other

    – 0  –      362,438,282       – 0  –      362,438,282  

Short-Term Municipal Notes

    – 0  –      35,368,000       – 0  –      35,368,000  

Short-Term Investments:

       

Investment Companies

    14,753,182       – 0  –      – 0  –      14,753,182  

Corporates – Investment Grade

    – 0  –      – 0  –      1,765,000       1,765,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    14,753,182       1,404,445,942       202,162,233       1,621,361,357  

Other Financial Instruments(a)

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

 

 

   

 

 

   

 

 

   

 

 

 

Total(b)

  $   14,753,182     $   1,404,445,942     $   202,162,233     $   1,621,361,357  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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

 

(b) There were no transfers between Level 1 and Level 2 during the reporting period.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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
    Corporates -
Investment
Grade
    Total  

Balance as of 4/30/16

   $ 201,986,684     $ – 0  –    $ 201,986,684  

Accrued discounts/(premiums)

     384,686       – 0  –      384,686  

Realized gain (loss)

     937,990       – 0  –      937,990  

Change in unrealized appreciation/depreciation

     (7,508,789     – 0  –      (7,508,789

Purchases

     41,177,624       1,765,000       42,942,624  

Sales

     (23,666,607     – 0  –      (23,666,607

Transfers in to Level 3

     – 0  –      – 0  –      – 0  – 

Transfers out of Level 3

     (12,914,355     – 0  –      (12,914,355
  

 

 

   

 

 

   

 

 

 

Balance as of 4/30/17

   $   200,397,233     $   1,765,000     $   202,162,233 (a) 
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/17(b)

   $ (6,638,481   $ – 0  –    $ (6,638,481
  

 

 

   

 

 

   

 

 

 

 

(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, 2017, all Level 3 securities were priced i) by third party vendors or ii) using prior transaction prices, which approximates fair value.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Fund. 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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and any 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 Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

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

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

The AB Fixed-Income Shares, Inc.—Government STIF Portfolio (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 advisory fees but did bear its own expenses. As of June 1, 2016, the Government STIF Portfolio was renamed “AB Government Money Market Portfolio” (the “Government Money Market Portfolio”). The Fund may invest in Government Money Market Portfolio which has a contractual

 

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annual advisory fee rate of .20% of the Portfolio’s average daily net assets and bears its own expenses. In connection with the investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2017, such reimbursement amounted to $109,469. A summary of the Fund’s transactions in shares of the Government Money Market Portfolio for the year ended April 30, 2017 is as follows:

 

Market Value

4/30/16

(000)

    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/17
(000)
    Dividend
Income
(000)
 
$     74,724     $     626,777     $     686,748     $     14,753     $     199  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2017 were as follows:

 

     Purchases     Sales  

Investment securities (excluding
U.S. government securities)

   $     890,040,208     $     317,361,170  

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

   $     1,609,528,848  
  

 

 

 

Gross unrealized appreciation

   $ 40,115,397  

Gross unrealized depreciation

     (32,247,299
  

 

 

 

Net unrealized appreciation

   $ 7,868,098  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to

 

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exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received 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.

 

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At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less 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 Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2017, the Fund held interest rate swaps for hedging and non-hedging purposes.

 

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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 Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended April 30, 2017, the Fund held inflation (CPI) swaps for hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same reference obligation with the same counterparty. As of April 30, 2017, the Fund 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 Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller

 

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of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended April 30, 2017, the Fund held credit default swaps for non-hedging purposes.

The Fund 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 Fund typically may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

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 Fund 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 Fund’s net liability, held by the defaulting party, may be delayed or denied.

 

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The Fund’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction.

During the year ended April 30, 2017, the Fund had entered into the following derivatives:

 

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   $ 6,007,017     $ (40,380

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     844,833       (953,392
   

 

 

   

 

 

 

Total

    $   6,851,850     $   (993,772
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2017:

 

Interest Rate Swaps:

  

Average notional amount

   $ 63,590,909 (a) 

Inflation Swaps:

  

Average notional amount

   $ 24,490,714 (b) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 24,500,000 (c) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 11,760,000 (d) 

Average notional amount of sale contracts

   $ 19,680,000 (e) 

 

(a) Positions were open for ten months during the year.

 

(b) Positions were open for six months during the year.

 

(c) Positions were open for four months during the year.

 

(d) Positions were open for less than one month during the year.

 

(e) Positions were open for two months during the year.

 

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NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

           
    Shares           Amount        
   

Year Ended
April 30,

2017

    Year Ended
April 30,
2016
          Year Ended
April 30,
2017
    Year Ended
April 30,
2016
       
 

 

 

   
           

Shares sold

    78,438,285       50,672,634       $ 897,745,615     $ 570,253,491    

 

   

Shares redeemed

    (26,222,837     (11,631,177       (295,851,931     (130,033,503  

 

   

Net increase

    52,215,448       39,041,457       $     601,893,684     $     440,219,988    

 

   

NOTE E

Risks Involved in Investing in the Fund

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 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. 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. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

The Fund may invest in the municipal securities of Puerto Rico 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,

 

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Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.

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.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

 

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Financing and Related Transactions; Leverage and Other Risks—The Fund 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 Fund’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 Fund’s income and distribution to shareholders. A decline in distributions would adversely affect the Fund’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 Fund may transfer a highly rated fixed-rate municipal security into a special purpose vehicle (typically, a trust). The Fund 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 Fund 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 Fund 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 Fund 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 Fund 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

 

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floaters may 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 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.

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

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser on behalf of the Fund. The Fund did not utilize the Facility during the year ended April 30, 2017.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2017 and April 30, 2016 were as follows:

 

     2017      2016  

Distributions paid from:

     

Ordinary income

   $ 640,741      $ 2,224,599  
  

 

 

    

 

 

 

Total taxable distributions

   $ 640,741      $ 2,224,599  

Tax-exempt distributions

     53,474,698        32,851,908  
  

 

 

    

 

 

 

Total distributions paid

   $     54,115,439      $     35,076,507  
  

 

 

    

 

 

 

 

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As of April 30, 2017, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $ 6,664,973  

Accumulated capital and other losses

     (1,898,466 )(a) 

Unrealized appreciation/(depreciation)

     7,868,097 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     12,634,604 (c) 
  

 

 

 

 

(a) As of April 30, 2017, the Fund had a net capital loss carryforward of $1,898,466. During the fiscal year, the Fund utilized $4,694,188 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 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, 2017, the Fund had a net short-term capital loss carryforward of $1,898,466 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 clearing fees resulted in a net increase in undistributed net investment income and a net increase in accumulated net realized loss on investment transactions. These reclassifications had no effect on net assets.

NOTE H

Floating Rate Notes Issued in Connection with Securities Held

The Fund may engage in tender option bond transactions in which the Fund transfers a fixed rate bond (“Fixed Rate Bond”) into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust). The Fund buys a residual interest in the assets and cash flows of the SPV, often referred to as an inverse floating rate obligation (“Inverse Floater”). The SPV also issues floating rate notes (“Floating Rate Notes”) which are sold to third parties. The Floating Rate Notes pay interest at rates that generally reset weekly and their holders have the option to tender their notes to a liquidity provider for redemption at par. The Inverse Floater held by the Fund gives the Fund the right (1) to cause the holders of the Floating Rate Notes to tender their notes at par, and (2) to have the trustee transfer the Fixed Rate Bond held by the SPV to the Fund, thereby collapsing the SPV. The SPV may also be collapsed in certain other circumstances. In accordance with U.S. GAAP requirements regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities, the Fund accounts for the transaction described above as a secured borrowing by

 

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including the Fixed Rate Bond in its portfolio of investments and the Floating Rate Notes as a liability under the caption “Payable for floating rate notes issued” in its statement of assets and liabilities. Interest expense related to the Fund’s liability with respect to Floating Rate Notes is recorded as incurred. The interest expense is also included in the Fund’s expense ratio. At April 30, 2017, the amount of the Fund’s Floating Rate Notes outstanding was $3,950,000 and the related interest rate was 0.93%. For the year ended April 30, 2017, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $5,008,712 and 1.34%, respectively.

The Fund may also purchase Inverse Floaters in the secondary market without first owning the underlying bond. Such an Inverse Floater is included in the Fund’s portfolio of investments but is not required to be treated as a secured borrowing and reflected in the Fund’s financial statements as a secured borrowing.

The final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) were issued on December 10, 2013. The Volcker Rule precludes banking entities and their affiliates from (i) sponsoring residual interest bond programs, such as the Fund’s TOB transactions (as such programs were then previously or are presently structured), and (ii) continuing certain relationships with or certain services for residual interest bond programs. As a result, such residual interest bond trusts need to be restructured or unwound. The effects of the Volcker Rule may make it more difficult for the Fund to maintain current or desired levels of leverage and may cause the Fund to incur additional expenses to maintain its leverage. Banking entities subject to the Volcker Rule were required to comply by July 21, 2015 for TOBs established after December 31, 2013, and by July 21, 2017 for TOBs established prior to December 31, 2013.

As of April 30, 2017, the Fund’s investments in residual interest bonds that are required to be compliant with the Volcker Rule by July 21, 2017 have been restructured by the required compliance date. These restructurings did not have a material impact on the Fund’s financial position or results of operations.

NOTE I

Other

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

NOTE J

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2017     2016     2015     2014     2013  
 

 

 

 

Net asset value, beginning of period

    $  11.59       $  11.14       $  10.64       $  11.22       $  10.50  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .44       .48       .51       .52       .47  

Net realized and unrealized gain (loss) on investment transactions

    (.34     .46       .51       (.59     .77  
 

 

 

 

Net increase (decrease) in net asset value from operations

    .10       .94       1.02       (.07     1.24  
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.44     (.49     (.52     (.51     (.52

Distributions from net realized gain on investment transactions

    – 0  –      – 0  –      – 0  –      (.00 )(b)      – 0  – 
 

 

 

 

Total dividends and distributions

    (.44     (.49     (.52     (.51     (.52
 

 

 

 

Net asset value, end of period

    $  11.25       $  11.59       $  11.14       $  10.64       $  11.22  
 

 

 

 

Total Return

         

Total investment return based on net asset value(c)

    .87  %      8.69  %      9.73  %      (.28 )%      11.98  % 

Ratios/Supplemental Data

         

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

    $1,667,126       $1,112,540       $634,667       $381,668       $205,258  

Ratio to average net assets of:

         

Expenses(d)

    .00  %(e)      .01  %      .01  %      .01  %      .03  % 

Net investment income

    3.85  %      4.25  %      4.62  %      5.03  %      4.41  % 

Portfolio turnover rate

    23  %      8  %      10  %      29  %      7  % 

 

(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.

 

(e) Amount is less than .005%.

 

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 Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Municipal Income Shares (the “Fund”), one of the series constituting AB Corporate Shares, as of April 30, 2017, 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 Fund’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 Fund’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 Fund’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, 2017, 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, 2017, 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 28, 2017

 

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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

Carol C. McMullen(1)

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.

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

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

Robert M. Keith #
57

(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 has been associated since prior to 2004.     95     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INDEPENDENT TRUSTEES    
Marshall C. Turner, Jr. ##
Chairman of the Board
75
(2005)
  Private Investor since prior to 2012. 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.     95     Xilinx, Inc. (programmable logic semi-conductors) since 2007
     
John H. Dobkin ##
75
(2004)
  Independent Consultant since prior to 2012. 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 AB Funds from 2001-2008.     94     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

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

INDEPENDENT TRUSTEES

(continued)

   

Michael J. Downey ##

73

(2005)

  Private Investor since prior to 2012. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     95     The Asia Pacific Fund, Inc. (registered investment company) since prior to 2012
     
William H. Foulk, Jr. ##
84
(2004)
  Investment Adviser and an Independent Consultant since prior to 2012. 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.     95     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

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

INDEPENDENT TRUSTEES

(continued)

   
D. James Guzy ##
81
(2005)
  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2012. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2012 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 has served as a director or trustee of one or more of the AB Funds since 1982.     92     None
     
Nancy P. Jacklin ##
69
(2006)
  Private Investor since prior to 2012. 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.     95     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

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

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen ##

61
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and nonprofit boards, and as a director or trustee of the AB Funds since June 2016.     95     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS, AGE AND

(YEAR FIRST ELECTED)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION

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

INDEPENDENT TRUSTEES

(continued)

   

Garry L. Moody ##
65

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     95     None
     
Earl D. Weiner ##
77
(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.     95     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

 

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

 

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MANAGEMENT OF THE FUND (continued)

 

Officers

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Robert M. Keith

57

   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
72
   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

56

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Terrance T. Hults

51

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Matthew J. Norton

34

   Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Emilie D. Wrapp

61

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2012.
     

Joseph J. Mantineo

58

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2012.
     

Phyllis J. Clarke

56

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2012.
     

Vincent S. Noto

52

   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 2012.

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the 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.abfunds.com, for a free prospectus or SAI.

 

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Municipal Income Shares (the “Fund”) at a meeting held on November 1-3, 2016 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Company’s Senior Officer (who is also the Company’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Fund was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Company’s Senior Officer.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

 

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The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2014 and 2015 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser

 

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is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, showing the performance of the Fund against a peer universe selected by Broadridge, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2016 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate paid by the Fund 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 Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different

 

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fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style.

Since the Fund does not bear ordinary expenses, the directors 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 Fund and the Fund’s expense ratio is zero, the directors 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.

 

88    |    AB MUNICIPAL INCOME SHARES   abfunds.com


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

Relative Value Fund1

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund1

Tax-Managed International Portfolio

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

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

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

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

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio1

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio1

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

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

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Government Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Government 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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

1 Prior to November 1, 2016, Sustainable Global Thematic Fund was named Global Thematic Growth Fund; prior to January 9, 2017, Relative Value Fund was named Growth & Income Fund; prior to April 17, 2017, Tax-Managed All Market Income Portfolio was named Tax-Managed Balanced Wealth Strategy; prior to April 24, 2017, All Market Total Return Portfolio was named Balanced Wealth Strategy.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

92    |    AB MUNICIPAL INCOME SHARES   abfunds.com


LOGO

AB MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

MIS-0151-0417                 LOGO


APR    04.30.17

LOGO

 

ANNUAL REPORT

AB TAXABLE MULTI-SECTOR INCOME SHARES

 

 

 

LOGO

 

LOGO


 

 

 
Investment Products Offered  

 Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year 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.abfunds.com.

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

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We are pleased to provide this report for AB Taxable Multi-Sector Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 12, 2017

This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares for the annual reporting period ended April 30, 2017. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The Fund’s investment objective is to generate income and price appreciation.

NAV RETURNS AS OF APRIL 30, 2017 (unaudited)

 

     6 Months      12 Months  
AB TAXABLE MULTI-SECTOR INCOME SHARES      0.65%        1.48%  
Bloomberg Barclays US Aggregate ex-Government Bond Index      -0.23%        1.72%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Aggregate ex-Government Bond Index, for the six- and 12-month periods ended April 30, 2017.

During the 12-month period, the Fund underperformed the benchmark. Yield-curve positioning detracted from performance, relative to the benchmark, primarily because of an underweight along the long end of the curve, where yields outperformed their shorter-maturity counterparts. The Fund’s shorter-than-benchmark duration more than offset these losses, as rates rose across the curve in the period. Security selection also weighed on performance, particularly within the energy and banking sectors. Industry allocation contributed, as gains from an underweight to agency mortgage-backed securities (“MBS”) more than offset losses from an allocation to Treasuries.

During the six-month period, the Fund outperformed the benchmark. The Fund’s duration underweight across the curve contributed most to relative performance in the rising rate environment. Yield-curve positioning took back some of these gains, mainly because of a lack of exposure to 20- and 30-year maturities, which outperformed the short and intermediate parts of the curve. Industry allocation contributed as well, because of the Fund’s lack of exposure to agency MBS. Security selection detracted, as losses from selections in the energy and banking sectors more than offset gains from selections within commercial mortgage-backed securities.

 

2    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


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

MARKET REVIEW AND INVESTMENT STRATEGY

Bond markets rallied over the 12-month period, but were volatile in the latter half of the period. Political events had a significant impact on bond markets during both periods. In the US, Donald Trump’s presidential election victory and the promise of fiscal stimulus, a retreat from globalization and relaxed regulation were treated as positive developments by financial markets, though uncertainty regarding the specific details remained high. UK Prime Minister Theresa May surprised investors when she called for a snap parliamentary election three years ahead of schedule, in an effort to firm up the country’s mandate going into Brexit negotiations. The benign first-round outcome of the French presidential elections quelled some geopolitical uncertainty and renewed appetite for risk assets. Markets, especially in Europe, rallied on the news. The 10-year US Treasury yield rose almost half a percent to end higher at 2.28%. The 10-year German bund yield also rose through both periods, though only modestly in the latter, ending at 0.32%.

European central banks generally maintained an easing bias through the 12-month period, while the US Federal Reserve raised interest rates for the second and third time since the financial crisis in 2008. Accelerating trade and waning inflationary pressures contributed to a rally in emerging-market debt. Yields in developed markets had varying performance in both periods, generally rising in the US, Japan and Canada, and moving in different directions elsewhere, though longer maturities broadly rose. Developed-market treasuries, investment-grade credit securities and emerging-market local-currency government bonds rebounded over the 12-month period, but experienced volatility in the latter half. Global high yield rallied in both periods, during which sector performance was almost uniformly positive; energy and basics were the best performers in each period, benefiting from oil price increases. Consumer-related sectors generally lagged the rising markets, with pharmaceuticals one of the few sectors to fall in both periods.

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Fund may invest in a broad range of securities in both developed and emerging markets. The Fund may invest across all fixed-income sectors, including corporate and US and non-US government securities. The Fund may invest up

to 50% of its assets in below investment-grade bonds (“junk bonds”).

 

(continued on next page)

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    3


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 Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

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

Currencies can have a dramatic effect on returns 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.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg 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 Bloomberg 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 heightened interest rate risk due to rising interest rates as the current period of historically low interest rates ends. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

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

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.

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

 

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DISCLOSURES AND RISKS (continued)

 

techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most 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.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    7


 

HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

9/15/20101 TO 4/30/2017

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Taxable Multi-Sector Income Shares (from 9/15/20101 to 4/30/2017) as compared to the performance of the Fund’s benchmark.

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2017 (unaudited)

 

     NAV Returns  
1 Year      1.48%  
5 Years      1.52%  
Since Inception1      2.26%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2017 (unaudited)

 

     NAV Returns  
1 Year      1.43%  
5 Years      1.72%  
Since Inception1      2.24%  

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, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1 Inception date: 9/15/2010.

 

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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, 2016
    Ending
Account Value
April 30, 2017
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $ 1,006.50     $ – 0  –      0.00

Hypothetical**

  $ 1,000     $     1,024.79     $     – 0  –      0.00

 

* Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

** Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2017 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $74.3

 

 

 

LOGO

 

1 All data are as of April 30, 2017. 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).

 

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PORTFOLIO OF INVESTMENTS

April 30, 2017

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT GRADE – 62.9%

    

Industrial – 36.6%

    

Basic – 1.5%

    

Dow Chemical Co. (The)
8.55%, 5/15/19

   $ 475     $ 536,099  

Glencore Finance Canada Ltd.
4.95%, 11/15/21(a)

     505       543,299  
    

 

 

 
       1,079,398  
    

 

 

 

Capital Goods – 5.5%

    

Boeing Co. (The)
1.65%, 10/30/20

     500       495,270  

Caterpillar Financial Services Corp.
1.90%, 3/22/19

     115       115,160  

2.10%, 1/10/20

     435       436,553  

Emerson Electric Co.
5.00%, 4/15/19

     504       533,781  

General Electric Co.
Series G
6.00%, 8/07/19

     605       662,112  

John Deere Capital Corp.
1.25%, 10/09/19

     435       429,223  

1.95%, 1/08/19

     125       125,738  

Rockwell Collins, Inc.
1.95%, 7/15/19

     590       590,696  

United Technologies Corp.
1.50%, 11/01/19

     675       670,808  
    

 

 

 
       4,059,341  
    

 

 

 

Communications - Media – 0.7%

    

Comcast Corp.
5.70%, 7/01/19

     502       543,044  
    

 

 

 

Communications - Telecommunications – 2.2%

    

AT&T, Inc.
5.80%, 2/15/19

     515       548,444  

Deutsche Telekom International Finance BV
1.50%, 9/19/19(a)

     560       551,841  

Verizon Communications, Inc.
1.375%, 8/15/19

     560       552,289  
    

 

 

 
       1,652,574  
    

 

 

 

Consumer Cyclical - Automotive – 5.5%

    

American Honda Finance Corp.
1.20%, 7/12/19

     410       404,461  

7.625%, 10/01/18(a)

     150       162,301  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

BMW US Capital LLC
1.45%, 9/13/19(a)

   $ 190     $ 188,117  

1.50%, 4/11/19(a)

     490       487,619  

Ford Motor Credit Co. LLC
2.551%, 10/05/18

     300       302,076  

3.336%, 3/18/21

     325       330,145  

General Motors Financial Co., Inc.
2.40%, 5/09/19

     315       315,995  

3.10%, 1/15/19

     125       126,915  

3.15%, 1/15/20

     100       101,827  

Harley-Davidson Financial Services, Inc.
2.15%, 2/26/20(a)

     435       433,469  

2.25%, 1/15/19(a)

     155       155,645  

Nissan Motor Acceptance Corp.
1.55%, 9/13/19(a)

     560       551,953  

Toyota Motor Credit Corp.
1.70%, 1/09/19

     550       550,682  
    

 

 

 
       4,111,205  
    

 

 

 

Consumer Cyclical - Other – 0.7%

    

Marriott International, Inc./MD
6.75%, 5/15/18

     515       540,487  
    

 

 

 

Consumer Cyclical - Restaurants – 0.4%

    

McDonald’s Corp.
2.10%, 12/07/18

     285       286,781  
    

 

 

 

Consumer Non-Cyclical – 8.2%

    

AbbVie, Inc.
2.00%, 11/06/18

     545       546,613  

Amgen, Inc.
5.70%, 2/01/19

     515       548,717  

Anheuser-Busch InBev Finance, Inc.
2.65%, 2/01/21

     579       585,826  

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

     371       374,068  

Coca-Cola Co. (The)
1.375%, 5/30/19

     675       672,678  

Kroger Co. (The)
2.00%, 1/15/19

     385       385,612  

6.15%, 1/15/20

     150       165,461  

Laboratory Corp. of America Holdings
2.625%, 2/01/20

     430       432,344  

Molson Coors Brewing Co.
1.45%, 7/15/19

     456       450,423  

2.25%, 3/15/20(a)

     100       100,164  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Mylan NV
2.50%, 6/07/19

   $ 545     $ 547,540  

Stryker Corp.
2.00%, 3/08/19

     670       672,486  

Thermo Fisher Scientific, Inc.
2.15%, 12/14/18

     575       577,432  
    

 

 

 
       6,059,364  
    

 

 

 

Energy – 6.5%

    

BP Capital Markets PLC
1.676%, 5/03/19

     675       672,894  

Chevron Corp.
1.561%, 5/16/19

     675       673,879  

Enterprise Products Operating LLC
2.85%, 4/15/21

     660       667,814  

Exxon Mobil Corp.
1.708%, 3/01/19

     670       671,461  

Kinder Morgan, Inc./DE
3.05%, 12/01/19

     435       443,787  

Schlumberger Holdings Corp.
2.35%, 12/21/18(a)

     575       579,290  

Shell International Finance BV
1.375%, 9/12/19

     560       554,389  

Williams Partners LP
4.125%, 11/15/20

     520       544,362  
    

 

 

 
       4,807,876  
    

 

 

 

Technology – 4.6%

    

Apple, Inc.
1.70%, 2/22/19

     655       657,744  

Broadcom Corp./Broadcom Cayman Finance Ltd.
2.375%, 1/15/20(a)

     550       550,627  

Cisco Systems, Inc.
1.60%, 2/28/19

     450       450,054  

International Business Machines Corp.
1.80%, 5/17/19

     100       100,409  

1.95%, 2/12/19

     565       568,644  

Lam Research Corp.
2.80%, 6/15/21

     545       550,096  

Oracle Corp.
2.25%, 10/08/19

     545       551,960  
    

 

 

 
       3,429,534  
    

 

 

 

Transportation - Services – 0.8%

    

Ryder System, Inc.
3.45%, 11/15/21

     600       619,308  
    

 

 

 
       27,188,912  
    

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Financial Institutions – 22.1%

    

Banking – 16.7%

    

ABN AMRO Bank NV
1.80%, 9/20/19(a)

   $ 695     $ 689,127  

Bank of America Corp.
6.875%, 11/15/18

     381       408,832  

Series L
2.60%, 1/15/19

     315       318,169  

Bank of America NA
2.05%, 12/07/18

     250       251,385  

Capital One Financial Corp.
2.45%, 4/24/19

     430       432,602  

Capital One NA/Mclean VA
1.85%, 9/13/19

     425       421,256  

Citigroup, Inc.
1.75%, 5/01/18

     450       449,847  

2.50%, 9/26/18

     285       287,291  

Discover Bank
2.00%, 2/21/18

     620       620,961  

Fifth Third Bank/Cincinnati OH
2.30%, 3/15/19

     625       628,938  

Goldman Sachs Group, Inc. (The)
2.625%, 1/31/19

     580       586,653  

Series G
7.50%, 2/15/19

     250       273,960  

JPMorgan Chase & Co.
6.30%, 4/23/19

     535       579,378  

KeyBank NA/Cleveland OH
1.60%, 8/22/19

     370       366,718  

2.35%, 3/08/19

     250       251,868  

Lloyds Banking Group PLC
3.10%, 7/06/21

     585       594,161  

Manufacturers & Traders Trust Co.
2.30%, 1/30/19

     475       478,947  

Mitsubishi UFJ Financial Group, Inc.
2.95%, 3/01/21

     615       623,469  

Mizuho Financial Group, Inc.
2.632%, 4/12/21(a)

     620       618,586  

Morgan Stanley
Series G
2.45%, 2/01/19

     730       736,387  

PNC Bank NA
1.95%, 3/04/19

     580       581,380  

Santander Holdings USA, Inc.
2.70%, 5/24/19

     670       672,432  

US Bank NA/Cincinnati OH
1.40%, 4/26/19

     585       580,741  

 

14    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wells Fargo & Co.
2.125%, 4/22/19

   $ 125     $ 125,555  

Wells Fargo Bank NA
1.75%, 5/24/19

     850       848,181  
    

 

 

 
       12,426,824  
    

 

 

 

Finance – 0.8%

    

Synchrony Financial
2.60%, 1/15/19

     575       579,382  
    

 

 

 

Insurance – 3.3%

    

Berkshire Hathaway Finance Corp.
1.70%, 3/15/19

     670       671,581  

Metropolitan Life Global Funding I
1.95%, 12/03/18(a)

     550       551,078  

Pricoa Global Funding I
1.45%, 9/13/19(a)

     560       552,978  

UnitedHealth Group, Inc.
1.70%, 2/15/19

     670       669,169  
    

 

 

 
       2,444,806  
    

 

 

 

REITS – 1.3%

    

American Tower Corp.
2.80%, 6/01/20

     440       444,264  

Simon Property Group LP
2.50%, 9/01/20

     560       564,513  
    

 

 

 
       1,008,777  
    

 

 

 
       16,459,789  
    

 

 

 

Utility – 4.2%

    

Electric – 4.2%

    

Dominion Resources, Inc./VA
Series A
1.875%, 1/15/19

     105       104,733  

Series B
1.60%, 8/15/19

     455       449,181  

Edison International
2.125%, 4/15/20

     555       555,566  

Exelon Corp.
2.45%, 4/15/21

     548       544,723  

Exelon Generation Co. LLC
2.95%, 1/15/20

     130       131,919  

National Rural Utilities Cooperative Finance Corp.
1.65%, 2/08/19

     670       668,680  

Southern Co. (The)
1.85%, 7/01/19

     675       671,321  
    

 

 

 
       3,126,123  
    

 

 

 

Total Corporates – Investment Grade
(cost $46,725,176)

       46,774,824  
    

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

ASSET-BACKED SECURITIES – 19.0%

    

Autos - Fixed Rate – 9.0%

    

Ally Auto Receivables Trust
Series 2015-2, Class A3
1.49%, 11/15/19

   $ 83     $ 83,457  

Series 2016-2, Class A4
1.60%, 1/15/21

     1,000       994,847  

Ally Master Owner Trust
Series 2015-3, Class A
1.63%, 5/15/20

     166       166,021  

California Republic Auto Receivables Trust
Series 2015-2, Class A3
1.31%, 8/15/19

     38       38,455  

Chrysler Capital Auto Receivables Trust
Series 2015-BA, Class A3
1.91%, 3/16/20(a)

     118       118,268  

Drive Auto Receivables Trust
Series 2016-CA, Class A3
1.67%, 11/15/19(a)

     1,000       1,000,418  

Enterprise Fleet Financing LLC
Series 2014-2, Class A2
1.05%, 3/20/20(a)

     50       50,343  

Series 2015-1, Class A2
1.30%, 9/20/20(a)

     71       70,731  

Fifth Third Auto Trust
Series 2014-3, Class A4
1.47%, 5/17/21

     980       979,922  

Ford Credit Auto Owner Trust
Series 2014-2, Class A
2.31%, 4/15/26(a)

     128       129,223  

Ford Credit Floorplan Master Owner Trust
Series 2016-1, Class A1
1.76%, 2/15/21

     1,000       1,000,152  

GM Financial Automobile Leasing Trust
Series 2015-2, Class A3
1.68%, 12/20/18

     153       153,206  

GMF Floorplan Owner Revolving Trust
Series 2015-1, Class A1
1.65%, 5/15/20(a)

     629       629,126  

Hertz Vehicle Financing LLC
Series 2016-1A, Class A
2.32%, 3/25/20(a)

     1,000       996,449  

Mercedes Benz Auto Lease Trust
Series 2015-B, Class A3
1.34%, 7/16/18

     88       87,995  

 

16    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Nissan Auto Lease Trust
Series 2015-A, Class A3
1.40%, 6/15/18

   $ 57     $ 56,686  

Volkswagen Auto Loan Enhanced Trust
Series 2014-1, Class A3
0.91%, 10/22/18

     34       34,479  

Volkswagen Credit Auto Master Trust
Series 2014-1A, Class A2
1.40%, 7/22/19(a)

     72       71,999  

Westlake Automobile Receivables Trust
Series 2015-3A, Class A2A
1.42%, 5/17/21(a)

     32       31,805  
    

 

 

 
       6,693,582  
    

 

 

 

Autos - Floating Rate – 3.3%

    

BMW Floorplan Master Owner Trust
Series 2015-1A, Class A
1.494% (LIBOR 1 Month + 0.50%),
7/15/20(a)(b)

     142       142,281  

Ford Credit Floorplan Master Owner Trust
Series 2015-2, Class A2
1.564% (LIBOR 1 Month + 0.57%),
1/15/22(b)

     1,038       1,045,292  

NCF Dealer Floorplan Master Trust
Series 2014-1A, Class A
2.478% (LIBOR 1 Month + 1.50%),
10/20/20(a)(b)

     169       169,000  

Volkswagen Credit Auto Master Trust
Series 2014-1A, Class A1
1.343% (LIBOR 1 Month + 0.35%),
7/22/19(a)(b)

     50       50,008  

Wells Fargo Dealer Floorplan Master Note Trust
Series 2015-1, Class A
1.493% (LIBOR 1 Month + 0.50%),
1/20/20(b)

  

 

1,041

 

 

 

1,042,783

 

    

 

 

 
       2,449,364  
    

 

 

 

Credit Cards - Fixed Rate – 2.7%

    

Synchrony Credit Card Master Note Trust
Series 2016-1, Class A
2.04%, 3/15/22

     1,984       1,992,969  
    

 

 

 

Other ABS - Fixed Rate – 2.3%

    

CNH Equipment Trust
Series 2015-A, Class A4
1.85%, 4/15/21

     553       554,166  

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Sofi Consumer Loan Program LLC
Series 2016-3, Class A
3.05%, 12/26/25(a)

   $ 199     $ 199,389  

Series 2017-2, Class A
3.28%, 2/25/26(a)

     939       944,286  
    

 

 

 
       1,697,841  
    

 

 

 

Credit Cards - Floating Rate – 1.7%

    

American Express Issuance Trust II
Series 2013-1, Class A
1.274% (LIBOR 1 Month + 0.28%),
2/15/19(b)

     1,200       1,201,933  

World Financial Network Credit Card Master Trust
Series 2015-A, Class A
1.474% (LIBOR 1 Month + 0.48%),
2/15/22(b)

  

 

93

 

 

 

93,263

 

    

 

 

 
       1,295,196  
    

 

 

 

Total Asset-Backed Securities
(cost $14,101,622)

       14,128,952  
    

 

 

 
    

COMMERCIAL MORTGAGE-BACKED SECURITIES – 8.4%

    

Non-Agency Fixed Rate CMBS – 5.1%

    

Citigroup Commercial Mortgage Trust
Series 2013-GC17, Class A2
2.962%, 11/10/46

     435       440,856  

Series 2015-GC29, Class A2
2.674%, 4/10/48

     1,000       1,013,478  

Commercial Mortgage Trust
Series 2013-CR6, Class A1
0.719%, 3/10/46

     87       86,505  

Series 2014-LC15, Class A2
2.84%, 4/10/47

     440       446,448  

GS Mortgage Securities Trust
Series 2007-GG10, Class A4
6.04%, 8/10/45

     5       5,289  

Series 2013-G1, Class A1
2.059%, 4/10/31(a)

     621       605,447  

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2013-C13, Class A2
2.665%, 1/15/46

  

 

440

 

 

 

445,017

 

Series 2013-C16, Class A2
3.07%, 12/15/46

     303       306,959  

 

18    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wachovia Bank Commercial Mortgage Trust
Series 2006-C26, Class A1A
6.009%, 6/15/45

   $ 3     $ 3,350  

WF-RBS Commercial Mortgage Trust
Series 2013-C16, Class A2
3.223%, 9/15/46

     430       438,264  
    

 

 

 
       3,791,613  
    

 

 

 

Non-Agency Floating Rate CMBS – 3.3%

    

JP Morgan Chase Commercial Mortgage
Securities Trust
Series 2014-INN, Class A
1.914% (LIBOR 1 Month + 0.92%),
6/15/29(a)(b)

     1,000       1,000,629  

Series 2015-SGP, Class A
2.694% (LIBOR 1 Month + 1.70%),
7/15/36(a)(b)

     400       402,000  

Resource Capital Corp., Ltd.
Series 2014-CRE2, Class A
2.044% (LIBOR 1 Month + 1.05%),
4/15/32(a)(b)

     61       61,031  

Starwood Retail Property Trust
Series 2014-STAR, Class A
2.214% (LIBOR 1 Month + 1.22%),
11/15/27(a)(b)

     1,000       990,312  
    

 

 

 
       2,453,972  
    

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $6,301,020)

       6,245,585  
    

 

 

 
    

COLLATERALIZED MORTGAGE OBLIGATIONS – 6.9%

    

Risk Share Floating Rate – 5.9%

    

Bellemeade Re II Ltd.
Series 2016-1A, Class M2A
5.491% (LIBOR 1 Month + 4.50%),
4/25/26(b)(c)

     160       161,209  

Federal Home Loan Mortgage Corp. Structured
Agency Credit Risk Debt Notes
Series 2016-DNA2, Class M1
2.241% (LIBOR 1 Month + 1.25%),
10/25/28(b)

     130       130,324  

Series 2016-HQA1, Class M1
2.741% (LIBOR 1 Month + 1.75%),
9/25/28(b)

     786       791,214  

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016-HQA2, Class M1
2.191% (LIBOR 1 Month + 1.20%),
11/25/28(b)

   $ 592     $ 594,135  

Federal National Mortgage Association
Connecticut Avenue Securities
Series 2014-C02, Class 2M1
1.941% (LIBOR 1 Month + 0.95%),
5/25/24(b)

     692       693,555  

Series 2016-C02, Class 1M1
3.141% (LIBOR 1 Month + 2.15%),
9/25/28(b)

     1,322       1,341,756  

Series 2016-C03, Class 1M1
2.991% (LIBOR 1 Month + 2.00%),
10/25/28(b)

     618       629,493  
    

 

 

 
       4,341,686  
    

 

 

 

Agency Fixed Rate – 1.0%

    

Federal Home Loan Mortgage Corp. REMICs
Series 4029, Class LD
1.75%, 1/15/27

     514       508,542  

Series 4459, Class CA
5.00%, 12/15/34

     217       230,801  
    

 

 

 
       739,343  
    

 

 

 

Total Collateralized Mortgage Obligations
(cost $5,043,746)

       5,081,029  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 3.5%

    

Investment Companies – 3.5%

    

AB Fixed Income Shares, Inc. – Government
Money Market Portfolio – Class AB, 0.57%(d)(e)
(cost $2,612,278)

     2,612,278       2,612,278  
    

 

 

 

Total Investments – 100.7%
(cost $74,783,842)

       74,842,668  

Other assets less liabilities – (0.7)%

       (515,261
    

 

 

 

Net Assets – 100.0%

     $ 74,327,407  
    

 

 

 

 

20    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

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%   $ 13,154  

Citigroup Global Markets, Inc./(CME Group)

    6,300       2/26/18     3 Month LIBOR   0.801%     (31,636

Citigroup Global Markets, Inc./(CME Group)

    1,850       2/26/21     1.141%   3 Month LIBOR     46,806  
         

 

 

 
          $     28,324  
         

 

 

 

 

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2017, the aggregate market value of these securities amounted to $14,378,839 or 19.3% of net assets.

 

(b) Floating Rate Security. Stated interest/floor rate was in effect at April 30, 2017.

 

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.22% of net assets as of April 30, 2017, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid
Securities
   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

Bellemeade Re II Ltd.
Series 2016-1A, Class M2A
5.491%, 4/25/26

     4/29/16      $     160,098      $     161,209        0.22

 

(d) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ABS – Asset-Backed Securities

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

REMICs – Real Estate Mortgage Investment Conduits

See notes to financial statements.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    21


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2017

 

Assets  

Investments in securities, at value

  

Unaffiliated issuers (cost $72,171,564)

   $ 72,230,390  

Affiliated issuers (cost $2,612,278)

     2,612,278  

Cash

     77,267  

Cash collateral due from broker

     18,254  

Interest receivable

     342,296  

Affiliated dividends receivable

     368  

Receivable due from Adviser

     131  
  

 

 

 

Total assets

     75,280,984  
  

 

 

 
Liabilities   

Payable for shares of beneficial interest redeemed

     739,549  

Dividends payable

     136,722  

Due to broker

     77,252  

Payable for variation margin on exchange-traded derivatives

     54  
  

 

 

 

Total liabilities

     953,577  
  

 

 

 

Net Assets

   $ 74,327,407  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 76  

Additional paid-in capital

     74,900,670  

Distributions in excess of net investment income

     (150,838

Accumulated net realized loss on investment transactions

     (509,651

Net unrealized appreciation on investments

     87,150  
  

 

 

 
   $     74,327,407  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 7,551,248 common shares outstanding)

   $ 9.84  
  

 

 

 

See notes to financial statements.

 

22    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

STATEMENT OF OPERATIONS

Year Ended April 30, 2017

 

Investment Income      

Interest

   $     2,916,140     

Dividends—Affiliated issuers

     10,182     

Other income(a)

     4,642     
  

 

 

    

Total investment income

      $ 2,930,964  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain on:

     

Investment transactions

        707,892  

Swaps

        431,805  

Net change in unrealized appreciation/depreciation of:

     

Investments

        (913,929

Swaps

        (319,654
     

 

 

 

Net loss on investment transactions

        (93,886
     

 

 

 

Net Increase in Net Assets from Operations

      $     2,837,078  
     

 

 

 

 

(a) Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    23


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,

2017
    Year Ended
April 30,

2016
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 2,930,964     $ 1,624,224  

Net realized gain (loss) on investment transactions

     1,139,697       (63,046

Net change in unrealized appreciation/depreciation of investments

     (1,233,583     1,045,842  
  

 

 

   

 

 

 

Net increase in net assets from operations

     2,837,078       2,607,020  
Dividends to Shareholders from     

Net investment income

     (3,408,557     (1,951,877
Transactions in Shares of Beneficial Interest     

Net increase (decrease)

         (232,334,424     188,990,290  
  

 

 

   

 

 

 

Total increase (decrease)

     (232,905,903     189,645,433  
Net Assets     

Beginning of period

     307,233,310       117,587,877  
  

 

 

   

 

 

 

End of period (including distributions in excess of net investment income of ($150,838) and ($191,950), respectively)

   $ 74,327,407     $     307,233,310  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2017

 

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. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Taxable Multi-Sector Income Shares (the “Fund”).

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Investment Grade

  $ – 0  –    $ 46,774,824     $ – 0  –    $ 46,774,824  

Asset-Backed Securities

    – 0  –      12,985,277       1,143,675       14,128,952  

Commercial Mortgage-Backed Securities

    – 0  –      6,240,296       5,289       6,245,585  

Collateralized Mortgage Obligations

    – 0  –      5,081,029       – 0  –      5,081,029  

Short-Term Investments

    2,612,278       – 0  –      – 0  –      2,612,278  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    2,612,278       71,081,426       1,148,964       74,842,668  

Other Financial Instruments(a):

     

Assets:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      59,960       – 0  –      59,960 (b) 

Liabilities:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      (31,636     – 0  –      (31,636 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(c)

  $   2,612,278     $   71,109,750     $   1,148,964     $   74,870,992  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(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 unrealized 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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The Fund 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.

 

      Asset-
Backed
Securities
    Commercial
Mortgage-
Backed
Securities
    Total  

Balance as of 4/30/16

   $ – 0  –    $ 1,076,733     $ 1,076,733  

Accrued discounts/(premiums)

     30       (293     (263

Realized gain (loss)

     101       (41,212     (41,111

Change in unrealized appreciation/depreciation

     6,823       35,611       42,434  

Purchases

     1,248,326       – 0  –      1,248,326  

Sales

     (111,605       (1,065,550       (1,177,155

Transfers in to Level 3

     – 0  –      – 0  –      – 0  – 

Transfers out of Level 3

     – 0  –      – 0  –      – 0  – 
  

 

 

   

 

 

   

 

 

 

Balance as of 4/30/17

   $   1,143,675     $ 5,289     $ 1,148,964  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/17(a)

   $ 6,823     $ (148   $ 6,675  
  

 

 

   

 

 

   

 

 

 

 

(a) The unrealized appreciation/(depreciation) is included in net change in unrealized appreciation/(depreciation) on investments and other financial instruments in the accompanying statement of operations.

As of April 30, 2017, 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 Fund. 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”)

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

4. Investment Income and Investment Transactions

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

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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 Fund’s Advisory Agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts 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 Fund, and a fee is paid by their investment adviser to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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

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

The AB Fixed-Income Shares, Inc.—Government STIF Portfolio (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 advisory fees but did bear its own expenses. As of June 1, 2016, the Government STIF Portfolio was renamed “AB Government Money Market Portfolio” (the “Government Money Market Portfolio”). The Fund may invest in Government Money Market Portfolio which has a contractual annual advisory fee

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

rate of .20% of the Portfolio’s average daily net assets and bears its own expenses. In connection with the investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2017 such reimbursement amounted to $4,616. A summary of the Fund’s transactions in shares of the Government Money Market Portfolio for the year ended April 30, 2017 is as follows:

 

Market Value

4/30/16

(000)

  Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/17
(000)
    Dividend
Income
(000)
 
$    3,416   $     174,448     $     175,252     $     2,612     $     10  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2017 were as follows:

 

     Purchases      Sales  

Investment securities (excluding
U.S. government securities)

   $     82,269,735      $     162,647,545  

U.S. government securities

     62,547,621        192,726,708  

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

 

Cost

   $     74,783,842  
  

 

 

 

Gross unrealized appreciation

   $ 266,033  

Gross unrealized depreciation

     (207,207
  

 

 

 

Net unrealized appreciation

   $ 58,826  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures,

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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 Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received 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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less 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 Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2017, the Fund held interest rate swaps for hedging purposes.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same reference obligation with the same counterparty. As of April 30, 2017, the Fund 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 Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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, 2017, the Fund held credit default swaps for non-hedging purposes.

The Fund 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 Fund typically may offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

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 Fund 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 Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended April 30, 2017, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 59,960  

Receivable/Payable for variation margin on exchange-traded derivatives

  $ 31,636
   

 

 

     

 

 

 

Total

    $     59,960       $     31,636  
   

 

 

     

 

 

 

 

* 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    $ (37,524   $ 94,397  

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      469,329       (414,051
     

 

 

   

 

 

 

Total

      $     431,805     $     (319,654
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2017:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 17,642,308  

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $     27,033,333 (a) 

 

(a) Positions were open for two months during the year.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Fund’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 Fund as of April 30, 2017:

 

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.**

  $ 54     $ – 0  –    $ (54   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     54     $     – 0  –    $     (54   $     – 0  –    $     – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

* The actual collateral received/pledged is more than the amount reported due to over-collateralization.

 

** Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2017.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

 

38    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
     Year Ended
April 30,
2017
   

Year Ended

April 30,

2016

         

Year Ended

April 30,

2017

   

Year Ended

April 30,

2016

       
  

 

 

   

Shares sold

     18,115,283       32,935,056       $ 179,252,094     $ 325,171,658    

 

   

Shares redeemed

     (41,561,169     (13,733,956       (411,586,518     (136,181,368  

 

   

Net increase (decrease)

     (23,445,886     19,201,100       $     (232,334,424   $      188,990,290    

 

   

NOTE E

Risks Involved in Investing in the Fund

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Fund’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Fund’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. 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-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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

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—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the

 

40    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser on behalf of the Fund. The Fund did not utilize the Facility during the year ended April 30, 2017.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2017 and April 30, 2016 were as follows:

 

     2017      2016  

Distributions paid from:

     

Ordinary income

   $ 3,408,557      $ 1,951,877  
  

 

 

    

 

 

 

Total distributions paid

   $     3,408,557      $     1,951,877  
  

 

 

    

 

 

 

As of April 30, 2017, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Accumulated capital and other losses

   $ (509,651 )(a) 

Unrealized appreciation/(depreciation)

     73,034 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     (436,617 )(c) 
  

 

 

 

 

(a) As of April 30, 2017, the Fund had a net capital loss carryforward of $509,651. During the fiscal year, the Fund utilized $611,596 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 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, 2017, the Fund had a net short-term capital loss carryforward of $509,651 which may be carried forward for an indefinite period.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    41


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

During the current fiscal period, permanent differences primarily due to the tax treatment of swaps and clearing fees, and paydown gain/loss reclassifications resulted in a net decrease in distributions in excess of net investment income, a net decrease in accumulated net realized gain on investment and foreign transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE H

Other

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

NOTE I

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (the “ASU”) which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2017     2016     2015     2014     2013  
 

 

 

 

Net asset value, beginning of period

    $  9.91       $  9.97       $  9.97       $  9.97       $  10.17  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .17       .14       .09       .10       .10  

Net realized and unrealized gain (loss) on investment transactions

    (.01     (.02 )      .03       .02       .15  
 

 

 

 

Net increase in net asset value from operations

    .16       .12       .12       .12       .25  
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.23     (.18     (.12     (.12     (.14

Distributions from net realized gain on investment transactions

    – 0  –      – 0  –      – 0  –      – 0  –      (.31
 

 

 

 

Total dividends and distributions

    (.23     (.18     (.12     (.12     (.45
 

 

 

 

Net asset value, end of period

    $  9.84       $  9.91       $  9.97       $  9.97       $  9.97  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    1.48  %      1.26  %      1.16  %      1.22  %      2.47  % 

Ratios/Supplemental Data

         

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

    $74,327       $307,233       $117,588       $105,158       $67,791  

Ratio to average net assets of:

         

Net investment income

    1.67  %      1.44  %      .89  %      1.04  %      1.05  % 

Portfolio turnover rate

    85  %      109  %      109  %      150  %      66  % 

 

(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 Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of AB Corporate Shares and Shareholders of AB Taxable Multi-Sector Income Shares:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Taxable Multi-Sector Income Shares (the “Fund”), one of the series constituting AB Corporate Shares, as of April 30, 2017, 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 Fund’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 Fund’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 Fund’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, 2017, 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, 2017, 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 28, 2017

 

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2017 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, 2017.

For foreign shareholders, 88.71% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2018.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    45


 

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

Carol C. McMullen(1)

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.

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INTERESTED TRUSTEE      
Robert M. Keith #
57
(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 has been associated since prior to 2004.     95     None

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    47


 

TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr. ##
Chairman of the Board
75
(2005)
  Private Investor since prior to 2012. 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.     95     Xilinx, Inc. (programmable logic semi-conductors) since 2007
     
John H. Dobkin ##
75
(2004)
  Independent Consultant since prior to 2012. 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 AB Funds from 2001-2008.     94     None

 

48    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Michael J. Downey ##
73
(2005)
  Private Investor since prior to 2012. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     95     The Asia Pacific Fund, Inc. (registered investment company) since prior to 2012
     
William H. Foulk, Jr. ##
84
(2004)
  Investment Adviser and an Independent Consultant since prior to 2012. 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.     95     None

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    49


 

TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
D. James Guzy ##
81
(2005)
  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2012. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2012 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 has served as a director or trustee of one or more of the AB Funds since 1982.     92     None
     
Nancy P. Jacklin ##
69
(2006)
  Private Investor since prior to 2012. 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.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen ##

61
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and nonprofit boards, and as a director or trustee of the AB Funds since June 2016.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Garry L. Moody ##
65
(2008)
  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     95     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Earl D. Weiner ##
77
(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.     95     None

 

 

 

* 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.

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

Certain information concerning the Trust’s officers is set forth below.

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
OFFICERS      
Robert M. Keith
57
   President and Chief Executive Officer    See biography above.
     
Philip L. Kirstein
72
   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

51

   Senior Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Paul J. DeNoon

55

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Scott A. DiMaggio

45

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2012.
     
Shawn E. Keegan
45
   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2012.
     

Greg J. Wilensky

50

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2012.
     

Emilie D. Wrapp

61

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2012.
     

Joseph J. Mantineo

58

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2012.
     

Phyllis J. Clarke

56

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2012.
     

Vincent S. Noto

52

   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 2012.

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the 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.abfunds.com, for a free prospectus or SAI.

 

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Taxable Multi-Sector Income Shares (the “Fund”) at a meeting held on November 1-3, 2016 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Company’s Senior Officer (who is also the Company’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee (zero) for the Fund was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Company’s Senior Officer.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    55


The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2014 and 2015 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

 

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Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, showing the performance of the Fund against a peer universe selected by Broadridge, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2016 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate paid by the Fund 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 Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund

 

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paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The directors also considered the Adviser’s fee schedule for institutional clients pursuing a similar investment style. For this purpose, the directors reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer and noted the differences between the Fund’s fee schedule, on the one hand, and the institutional fee schedule and the schedule of fees charged to any offshore funds and any sub-advised funds, on the other. The directors recognized that this information was of limited utility in light of the Fund’s unusual fee arrangement.

Since the Fund does not bear ordinary expenses, the directors 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 Fund and the Fund’s expense ratio is zero, the directors 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.

 

58    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


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

Relative Value Fund1

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund1

Tax-Managed International Portfolio

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

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

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

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

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio1

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio1

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

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

CLOSED-END FUNDS

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

We also offer Government Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Government 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.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

1 Prior to November 1, 2016, Sustainable Global Thematic Fund was named Global Thematic Growth Fund; prior to January 9, 2017, Relative Value Fund was named Growth & Income Fund; prior to April 17, 2017, Tax-Managed All Market Income Portfolio was named Tax-Managed Balanced Wealth Strategy; prior to April 24, 2017, All Market Total Return Portfolio was named Balanced Wealth Strategy.

 

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NOTES

 

 

60    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


LOGO

AB TAXABLE MULTI-SECTOR INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TMSIS-0151-0417                 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

     2016      $ 31,607      $ —        $ 17,900  
     2017      $ 32,537      $ —        $ 17,885  

AB Taxable Multi-Sector Income Shares

     2016      $ 35,011      $ —        $ 18,386  
     2017      $ 36,041      $ —        $ 18,282  

AB Municipal Income Shares

     2016      $ 44,057      $ —        $ 17,789  
     2017      $ 45,353      $ —        $ 17,572  

 

* 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
     Total Amount of
Foregoing Column Pre-
approved by the Audit
Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Corp Income Shares

     2016      $ 491,995      $ 17,900  
         $ —    
         $ (17,900
     2017      $ 613,175      $ 17,885  
         $ —    
         $ (17,885

AB Taxable Multi-Sector Income Shares

     2016      $ 492,481      $ 18,386  
         $ —    
         $ (18,386
     2017      $ 613,572      $ 18,282  
         $ —    
         $ (18,282

AB Municipal Income Shares

     2016      $ 478,684      $ 17,789  
         $ —    
         $ (17,789
     2017      $ 612,862      $ 17,572  
         $ —    
         $ (17,572

(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, 2017

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, 2017

 

By:   /s/ Joseph J. Mantineo
 

Joseph J. Mantineo

Treasurer and Chief Financial Officer

Date: June 29, 2017