N-CSRS 1 d96084dncsrs.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, 2021

Date of reporting period: October 31, 2020

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.

 


OCT    10.31.20

LOGO

SEMI-ANNUAL REPORT

AB CORPORATE INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    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

 

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SEMI-ANNUAL REPORT

 

December 15, 2020

This report provides management’s discussion of fund performance for AB Corporate Income Shares for the semi-annual reporting period ended October 31, 2020. 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 OCTOBER 31, 2020 (unaudited)

 

     6 Months      12 Months  
AB CORPORATE INCOME SHARES      7.61%        8.02%  
Bloomberg Barclays US Credit Bond Index      4.80%        6.66%  

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 October 31, 2020.

During the six-month period, the Fund outperformed the benchmark. Security selection was the primary contributor, relative to the benchmark, mostly within the banking, technology, energy, real estate investment trusts (“REITs”), electric and consumer-noncyclical sectors. Industry exposure also contributed due to positions in energy, automotive and REITs, which more than offset a loss in sovereign bonds. The Fund’s longer-than-benchmark duration contributed, as rates rallied in the period. Overall yield-curve positioning and the shape of the Fund’s yield curve were minor detractors from performance.

During the 12-month period, the Fund outperformed the benchmark. The Fund’s longer-than-benchmark duration contributed most, as rates rallied in the period. Yield-curve positioning also contributed, as positioning along the three- to six-year and seven- to 10-year parts of the curve more than offset positioning in the one- to two-year and longer-than-10-year parts of the yield curve. Security selection was also positive, mostly from gains within the technology, consumer cyclicals–retail, consumer noncyclical and basic sectors, which were greater than losses in consumer cyclicals–other and banking. Industry allocation contributed, mainly in cash, investment-grade credit default swap derivatives and the banking sector, while energy and REITs detracted.

The Fund utilized derivatives in the form of futures and interest rate swaps for hedging purposes, which detracted from absolute returns for the six-month period and added for the 12-month period. Credit default swaps

 

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were used for investment purposes, which added to returns for both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

Global fixed-income market returns were positive yet volatile over the six-month period ended October 31, 2020. Government bonds advanced modestly. Emerging- and developed-market high-yield corporate bonds led gains, followed by emerging- and developed-market investment-grade corporates, as investors searched for higher yields in a period of falling interest rates. Corporate bonds in the US outperformed their European counterparts. Emerging-market local bonds also rebounded, and securitized assets provided positive, yet muted, results. The US dollar fell against all major developed-market currencies and a majority of emerging-market currencies. Brent crude oil prices rose 90% from recent historic lows as economies started to open up and rebound.

The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities through top-down and bottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates, but has leeway to invest in below investment-grade bonds as well.

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in US corporate bonds. The Fund may also invest in US government securities (other than US government securities that are mortgage-backed or asset-backed securities), repurchase 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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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.

 

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DISCLOSURES AND RISKS (continued)

 

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 more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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 OCTOBER 31, 2020 (unaudited)

 

     NAV Returns  
1 Year      8.02%  
5 Years      6.09%  
10 Years      5.45%  

AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2020 (unaudited)

 

     NAV Returns  
1 Year      8.83%  
5 Years      6.21%  
10 Years      5.47%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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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
May 1, 2020
    Ending
Account Value
October 31, 2020
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,076.10     $     – 0 –       0.00

Hypothetical**

  $ 1,000     $ 1,025.21     $ – 0 –       0.00

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

October 31, 2020 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $182.1

 

 

 

LOGO

 

1

All data are as of October 31, 2020. 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

October 31, 2020 (unaudited)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT GRADE – 90.9%

 

 

Industrial – 50.6%

    

Basic – 2.3%

 

Anglo American Capital PLC
5.375%, 04/01/2025(a)

   $ 515     $ 593,913  

Celulosa Arauco y Constitucion SA
4.25%, 04/30/2029(a)

     246       262,913  

4.50%, 08/01/2024

     200       217,500  

Glencore Funding LLC
1.625%, 09/01/2025(a)

     531       528,175  

4.625%, 04/29/2024(a)

     175       192,469  

Industrias Penoles SAB de CV
4.15%, 09/12/2029(a)

     300       329,531  

Inversiones CMPC SA
3.85%, 01/13/2030(a)

     210       228,273  

LYB International Finance III LLC
2.875%, 05/01/2025

     340       365,038  

LyondellBasell Industries NV
4.625%, 02/26/2055

     102       113,703  

Nutrition & Biosciences, Inc.
1.832%, 10/15/2027(a)

     38       38,112  

2.30%, 11/01/2030(a)

     210       211,512  

Reliance Steel & Aluminum Co.
4.50%, 04/15/2023

     848       915,721  

Sherwin-Williams Co. (The)
3.125%, 06/01/2024

     62       67,008  

Suzano Austria GmbH
3.75%, 01/15/2031

     92       94,033  
    

 

 

 
       4,157,901  
    

 

 

 

Capital Goods – 0.8%

 

CNH Industrial Capital LLC
1.95%, 07/02/2023

     320       325,533  

General Electric Co.
3.45%, 05/01/2027

     26       27,543  

4.25%, 05/01/2040

     130       136,639  

5.875%, 01/14/2038

     384       462,386  

Series G

    

3.10%, 01/09/2023

     214       224,319  

Raytheon Technologies Corp.
3.125%, 07/01/2050

     230       242,487  

Westinghouse Air Brake Technologies Corp.
3.20%, 06/15/2025

     61       64,757  

4.40%, 03/15/2024

     39       42,559  
    

 

 

 
       1,526,223  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Communications - Media – 6.4%

 

Charter Communications Operating LLC/Charter Communications Operating Capital
5.125%, 07/01/2049

   $ 309     $ 361,391  

5.375%, 05/01/2047

     519       620,205  

Comcast Corp.
2.45%, 08/15/2052

     57       52,474  

2.80%, 01/15/2051

     135       133,546  

3.25%, 11/01/2039

     568       627,475  

3.90%, 03/01/2038

     215       254,145  

4.049%, 11/01/2052

     44       53,943  

4.60%, 10/15/2038

     85       108,073  

4.65%, 07/15/2042

     498       642,281  

6.45%, 03/15/2037

     436       648,219  

Fox Corp.
3.05%, 04/07/2025

     23       25,037  

3.50%, 04/08/2030

     180       201,222  

5.576%, 01/25/2049

     422       575,329  

Interpublic Group of Cos., Inc. (The)
4.75%, 03/30/2030

     601       722,426  

Omnicom Group, Inc.
4.20%, 06/01/2030

     1,042       1,215,774  

Prosus NV
3.68%, 01/21/2030(a)

     210       227,784  

Thomson Reuters Corp.
5.65%, 11/23/2043

     280       365,210  

Time Warner Entertainment Co. LP
8.375%, 03/15/2023

     987       1,154,089  

ViacomCBS, Inc.
3.50%, 01/15/2025

     21       22,902  

3.70%, 06/01/2028

     520       577,507  

4.20%, 05/19/2032

     225       259,213  

4.95%, 01/15/2031

     337       408,508  

Walt Disney Co. (The)
2.75%, 09/01/2049

     205       198,110  

3.00%, 09/15/2022

     265       277,794  

3.35%, 03/24/2025

     131       145,124  

3.60%, 01/13/2051

     429       477,348  

4.00%, 10/01/2023

     40       43,548  

5.40%, 10/01/2043

     180       249,174  

6.15%, 02/15/2041

     110       161,321  

6.40%, 12/15/2035

     161       239,384  

8.875%, 04/26/2023

     125       148,625  

Weibo Corp.
3.50%, 07/05/2024

     373       389,086  
    

 

 

 
       11,586,267  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Communications - Telecommunications – 3.5%

 

AT&T, Inc.
2.75%, 06/01/2031

   $ 705     $ 730,578  

3.30%, 02/01/2052

     135       124,151  

3.50%, 09/15/2053(a)

     929       884,064  

3.55%, 09/15/2055(a)

     105       99,356  

3.65%, 06/01/2051

     384       376,044  

4.30%, 02/15/2030

     587       684,653  

4.35%, 03/01/2029

     370       430,588  

6.55%, 01/15/2028

     130       162,995  

Corning, Inc.
4.75%, 03/15/2042

     465       566,547  

Rogers Communications, Inc.
4.50%, 03/15/2043

     4       4,832  

T-Mobile USA, Inc.
3.875%, 04/15/2030(a)

     570       640,805  

Verizon Communications, Inc.
4.00%, 03/22/2050

     244       295,418  

4.272%, 01/15/2036

     586       717,059  

4.862%, 08/21/2046

     571       758,579  
    

 

 

 
       6,475,669  
    

 

 

 

Consumer Cyclical - Automotive – 2.7%

 

BMW US Capital LLC
3.90%, 04/09/2025(a)

     378       421,341  

Cummins, Inc.
2.60%, 09/01/2050

     386       369,082  

General Motors Co.
5.95%, 04/01/2049

     95       116,476  

General Motors Financial Co., Inc.
3.50%, 11/07/2024

     798       844,643  

4.15%, 06/19/2023

     116       123,564  

4.30%, 07/13/2025

     418       456,013  

Harley-Davidson Financial Services, Inc.
3.35%, 06/08/2025(a)

     824       868,776  

Hyundai Capital America
5.875%, 04/07/2025(a)

     160       186,613  

Lear Corp.
3.50%, 05/30/2030

     40       41,654  

3.80%, 09/15/2027

     406       433,937  

Nissan Motor Co., Ltd.
4.345%, 09/17/2027(a)

     285       285,824  

Toyota Motor Credit Corp.
2.90%, 03/30/2023

     364       385,767  

Volkswagen Group of America Finance LLC
3.35%, 05/13/2025(a)

     285       310,265  
    

 

 

 
       4,843,955  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Consumer Cyclical - Other – 1.0%

 

Las Vegas Sands Corp.
2.90%, 06/25/2025

   $ 695     $ 688,842  

3.20%, 08/08/2024

     573       579,601  

Marriott International, Inc./MD
3.60%, 04/15/2024

     213       219,573  

3.75%, 10/01/2025

     195       200,447  

Series EE

    

5.75%, 05/01/2025

     210       233,818  
    

 

 

 
       1,922,281  
    

 

 

 

Consumer Cyclical - Restaurants – 0.2%

 

McDonald’s Corp.
4.70%, 12/09/2035

     230       294,066  
    

 

 

 

Consumer Cyclical - Retailers – 2.6%

 

Advance Auto Parts, Inc.
1.75%, 10/01/2027

     57       56,620  

3.90%, 04/15/2030

     449       506,598  

AutoNation, Inc.
4.75%, 06/01/2030

     70       82,126  

Costco Wholesale Corp.
2.30%, 05/18/2022

     263       270,714  

Dollar General Corp.
3.25%, 04/15/2023

     61       64,628  

Home Depot, Inc. (The)
5.875%, 12/16/2036

     40       59,235  

PVH Corp.
4.625%, 07/10/2025

     152       160,314  

Ralph Lauren Corp.
2.95%, 06/15/2030

     995       1,031,884  

Ross Stores, Inc.
4.70%, 04/15/2027

     160       188,048  

4.80%, 04/15/2030

     115       140,819  

5.45%, 04/15/2050

     215       286,722  

Target Corp.
2.90%, 01/15/2022

     263       271,219  

TJX Cos., Inc. (The)
4.50%, 04/15/2050

     647       859,876  

VF Corp.
2.40%, 04/23/2025

     88       93,472  

2.80%, 04/23/2027

     101       109,056  

2.95%, 04/23/2030

     489       530,379  
    

 

 

 
       4,711,710  
    

 

 

 

 

12    |    AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Consumer Non - Cyclical – 10.1%

 

AbbVie, Inc.
4.05%, 11/21/2039(a)

   $ 80     $ 91,839  

4.25%, 11/21/2049(a)

     135       157,804  

4.40%, 11/06/2042

     185       219,713  

4.75%, 03/15/2045(a)

     118       144,647  

4.875%, 11/14/2048

     541       686,139  

Altria Group, Inc.
3.40%, 05/06/2030

     180       195,365  

4.80%, 02/14/2029

     586       687,513  

5.95%, 02/14/2049

     190       251,817  

Amgen, Inc.
3.375%, 02/21/2050

     215       228,463  

4.663%, 06/15/2051

     375       484,875  

Anheuser-Busch InBev Finance, Inc.
4.70%, 02/01/2036

     448       539,934  

Anheuser-Busch InBev Worldwide, Inc.
4.60%, 04/15/2048-06/01/2060

     503       599,236  

4.95%, 01/15/2042

     490       602,019  

BAT Capital Corp.
2.259%, 03/25/2028

     597       596,499  

4.39%, 08/15/2037

     333       356,876  

4.906%, 04/02/2030

     529       616,650  

Biogen, Inc.
3.15%, 05/01/2050

     710       686,911  

Bristol-Myers Squibb Co.
3.55%, 08/15/2022

     256       270,344  

4.55%, 02/20/2048

     768       1,016,225  

Cigna Corp.
3.00%, 07/15/2023

     71       75,371  

4.80%, 08/15/2038-07/15/2046

     783       976,526  

7.875%, 05/15/2027

     53       70,829  

Coca-Cola Co. (The)
2.50%, 03/15/2051

     215       212,618  

CommonSpirit Health
4.35%, 11/01/2042

     44       48,023  

CVS Health Corp.
3.875%, 07/20/2025

     308       345,853  

4.10%, 03/25/2025

     11       12,403  

4.78%, 03/25/2038

     811       980,142  

5.125%, 07/20/2045

     325       411,473  

Danaher Corp.
4.375%, 09/15/2045

     260       335,223  

Gilead Sciences, Inc.
0.75%, 09/29/2023

     271       271,645  

2.60%, 10/01/2040

     490       474,482  

4.50%, 02/01/2045

     80       98,139  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.80%, 04/01/2044

   $ 145     $ 184,455  

5.65%, 12/01/2041

     105       146,974  

Kimberly-Clark de Mexico SAB de CV
2.431%, 07/01/2031(a)

     320       321,100  

Kraft Heinz Foods Co.
3.95%, 07/15/2025

     301       325,869  

Leggett & Platt, Inc.
4.40%, 03/15/2029

     511       570,828  

Merck & Co., Inc.
4.00%, 03/07/2049

     113       142,512  

Mylan, Inc.
4.20%, 11/29/2023

     692       756,951  

PepsiCo, Inc.
1.70%, 10/06/2021

     271       274,379  

Perrigo Finance Unlimited Co.
4.375%, 03/15/2026

     420       467,796  

Pfizer, Inc.
4.125%, 12/15/2046

     112       142,356  

Smithfield Foods, Inc.
3.35%, 02/01/2022(a)

     65       66,006  

Sysco Corp.
6.60%, 04/01/2050

     250       351,730  

Takeda Pharmaceutical Co., Ltd.
2.05%, 03/31/2030

     586       589,323  

Universal Health Services, Inc.
2.65%, 10/15/2030(a)

     497       495,584  

Wyeth LLC
5.95%, 04/01/2037

     264       386,596  

Zimmer Biomet Holdings, Inc.
3.55%, 03/20/2030

     350       388,003  
    

 

 

 
       18,356,058  
    

 

 

 

Energy – 8.0%

 

Boardwalk Pipelines LP
3.40%, 02/15/2031

     140       134,637  

4.80%, 05/03/2029

     304       325,551  

BP Capital Markets America, Inc.
3.00%, 02/24/2050

     670       632,446  

Ecopetrol SA
5.875%, 09/18/2023-05/28/2045

     89       97,854  

Enable Midstream Partners LP
5.00%, 05/15/2044

     41       33,856  

Enbridge, Inc.
3.125%, 11/15/2029

     115       121,303  

Energy Transfer Operating LP
4.20%, 04/15/2027

     47       48,739  

5.25%, 04/15/2029

     415       449,599  

6.25%, 04/15/2049

     393       415,252  

 

14    |    AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Eni SpA
4.25%, 05/09/2029(a)

   $ 247     $ 279,552  

Enterprise Products Operating LLC
3.70%, 01/31/2051

     130       129,840  

4.20%, 01/31/2050

     449       480,403  

4.80%, 02/01/2049

     85       98,580  

4.90%, 05/15/2046

     45       51,255  

EOG Resources, Inc.
4.375%, 04/15/2030

     74       87,288  

Exxon Mobil Corp.
4.114%, 03/01/2046

     524       604,748  

4.327%, 03/19/2050

     115       138,806  

Husky Energy, Inc.
4.40%, 04/15/2029

     712       724,083  

Marathon Petroleum Corp.
5.125%, 12/15/2026

     596       681,735  

MPLX LP
2.65%, 08/15/2030

     713       687,061  

4.125%, 03/01/2027

     180       197,032  

Newfield Exploration Co.
5.375%, 01/01/2026

     610       573,400  

Noble Energy, Inc.
4.20%, 10/15/2049

     110       131,217  

6.00%, 03/01/2041

     113       158,734  

ONEOK, Inc.
2.75%, 09/01/2024

     99       101,007  

5.20%, 07/15/2048

     295       289,277  

6.35%, 01/15/2031

     500       580,475  

Plains All American Pipeline LP/PAA Finance Corp.
3.55%, 12/15/2029

     51       48,969  

3.60%, 11/01/2024

     461       474,115  

4.50%, 12/15/2026

     341       362,101  

Sabine Pass Liquefaction LLC
5.625%, 04/15/2023

     452       493,819  

Shell International Finance BV
3.25%, 04/06/2050

     705       727,560  

3.75%, 09/12/2046

     125       137,805  

Suncor Energy, Inc.
3.10%, 05/15/2025

     455       486,613  

Sunoco Logistics Partners Operations LP
3.90%, 07/15/2026

     170       175,899  

5.35%, 05/15/2045

     145       138,075  

Tengizchevroil Finance Co. International Ltd.
3.25%, 08/15/2030(a)

     265       269,058  

Total Capital International SA
3.127%, 05/29/2050

     205       205,974  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

TransCanada PipeLines Ltd.
4.10%, 04/15/2030

   $ 534     $ 606,378  

4.75%, 05/15/2038

     50       59,336  

Transcontinental Gas Pipe Line Co. LLC
3.25%, 05/15/2030(a)

     648       694,883  

7.85%, 02/01/2026

     325       417,238  

Valero Energy Corp.
2.85%, 04/15/2025

     394       405,174  

7.50%, 04/15/2032

     318       417,299  

Williams Cos., Inc.(The)
6.30%, 04/15/2040

     130       157,655  
    

 

 

 
       14,531,681  
    

 

 

 

Services – 2.2%

 

Amazon.com, Inc.
2.50%, 11/29/2022

     261       271,310  

4.25%, 08/22/2057

     107       141,380  

Booking Holdings, Inc.
4.625%, 04/13/2030

     810       959,356  

eBay, Inc.
2.75%, 01/30/2023

     62       64,857  

3.60%, 06/05/2027

     421       470,838  

Expedia Group, Inc.
6.25%, 05/01/2025(a)

     73       80,270  

IHS Markit Ltd.
4.00%, 03/01/2026(a)

     76       84,496  

Moody’s Corp.
3.25%, 05/20/2050

     177       184,507  

5.25%, 07/15/2044

     356       478,282  

PayPal Holdings, Inc.
3.25%, 06/01/2050

     637       691,049  

Verisk Analytics, Inc.
5.50%, 06/15/2045

     486       670,651  
    

 

 

 
       4,096,996  
    

 

 

 

Technology – 9.5%

 

Analog Devices, Inc.
2.95%, 04/01/2025

     36       39,094  

Apple, Inc.
2.50%, 02/09/2022

     264       270,877  

2.55%, 08/20/2060

     210       203,664  

2.65%, 05/11/2050

     170       172,693  

4.45%, 05/06/2044

     881       1,173,853  

Autodesk, Inc.
3.50%, 06/15/2027

     605       681,417  

Baidu, Inc.
3.075%, 04/07/2025

     265       281,265  

 

16    |    AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Broadcom Corp./Broadcom Cayman Finance Ltd.
3.50%, 01/15/2028

   $ 63     $ 67,748  

3.875%, 01/15/2027

     342       378,067  

Broadcom, Inc.
3.459%, 09/15/2026

     872       951,971  

4.11%, 09/15/2028

     596       664,129  

4.25%, 04/15/2026

     332       373,417  

Dell International LLC/EMC Corp.
4.90%, 10/01/2026(a)

     546       621,747  

6.02%, 06/15/2026(a)

     513       607,966  

Hewlett Packard Enterprise Co.
1.45%, 04/01/2024

     463       471,732  

Honeywell International, Inc.
0.483%, 08/19/2022

     271       271,344  

HP, Inc.
3.00%, 06/17/2027

     473       507,647  

Infor, Inc.
1.75%, 07/15/2025(a)

     95       97,639  

Intel Corp.
4.75%, 03/25/2050

     235       320,559  

4.90%, 07/29/2045

     195       267,729  

International Business Machines Corp.
2.875%, 11/09/2022

     365       383,159  

2.95%, 05/15/2050

     360       363,168  

4.25%, 05/15/2049

     210       259,379  

KLA Corp.
3.30%, 03/01/2050

     215       225,415  

5.00%, 03/15/2049

     247       326,801  

Lam Research Corp.
2.875%, 06/15/2050

     829       858,753  

3.75%, 03/15/2026

     142       163,007  

Leidos, Inc.
4.375%, 05/15/2030(a)

     486       565,558  

Microchip Technology, Inc.
3.922%, 06/01/2021

     175       178,313  

Micron Technology, Inc.
4.663%, 02/15/2030

     455       533,369  

Microsoft Corp.
2.375%, 02/12/2022

     264       270,640  

2.525%, 06/01/2050

     601       613,050  

NXP BV/NXP Funding LLC
5.55%, 12/01/2028(a)

     296       366,729  

NXP BV/NXP Funding LLC/NXP USA, Inc.
2.70%, 05/01/2025(a)

     24       25,501  

3.15%, 05/01/2027(a)

     500       541,460  

Oracle Corp.
2.50%, 05/15/2022-04/01/2025

     480       502,943  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

3.60%, 04/01/2050

   $ 420     $ 460,879  

3.85%, 04/01/2060

     94       106,678  

4.00%, 11/15/2047

     310       359,960  

6.125%, 07/08/2039

     254       377,180  

QUALCOMM, Inc.
4.30%, 05/20/2047

     447       568,562  

Texas Instruments, Inc.
1.85%, 05/15/2022

     265       270,984  

VMware, Inc.
3.90%, 08/21/2027

     591       653,167  
    

 

 

 
       17,399,213  
    

 

 

 

Transportation - Airlines – 0.4%

 

Delta Air Lines, Inc./SkyMiles IP Ltd.
4.50%, 10/20/2025(a)

     131       132,935  

Southwest Airlines Co.
5.25%, 05/04/2025

     519       575,846  
    

 

 

 
       708,781  
    

 

 

 

Transportation - Railroads – 0.2%

 

Burlington Northern Santa Fe LLC
4.55%, 09/01/2044

     85       109,379  

CSX Corp.
3.80%, 04/15/2050

     12       14,066  

Union Pacific Corp.
3.839%, 03/20/2060

     200       227,754  
    

 

 

 
       351,199  
    

 

 

 

Transportation - Services – 0.7%

 

Aviation Capital Group LLC
3.875%, 05/01/2023(a)

     215       215,030  

4.375%, 01/30/2024(a)

     230       231,631  

ERAC USA Finance LLC
3.85%, 11/15/2024(a)

     145       159,400  

FedEx Corp.
4.05%, 02/15/2048

     151       172,966  

Penske Truck Leasing Co. Lp/PTL Finance Corp.
3.90%, 02/01/2024(a)

     300       326,256  

4.20%, 04/01/2027(a)

     117       131,496  
    

 

 

 
       1,236,779  
    

 

 

 
       92,198,779  
    

 

 

 

Financial Institutions – 36.6%

 

Banking – 24.4%

 

American Express Co.
2.50%, 08/01/2022

     472       488,265  

Banco de Credito del Peru
3.125%, 07/01/2030(a)

     304       307,040  

 

18    |    AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Banco Santander SA
5.179%, 11/19/2025

   $ 600     $ 683,580  

Bank of America Corp.
2.503%, 10/21/2022

     214       218,297  

2.592%, 04/29/2031

     605       633,247  

2.831%, 10/24/2051

     300       299,646  

2.881%, 04/24/2023

     360       371,891  

4.271%, 07/23/2029

     827       971,006  

Series L
3.95%, 04/21/2025

     1,134       1,264,058  

Series X
6.25%, 09/05/2024(b)

     175       190,068  

Series Z
6.50%, 10/23/2024(b)

     53       58,913  

Bank of New York Mellon Corp. (The)
3.55% BK, 09/23/2021

     212       217,639  

Series G
4.70%, 09/20/2025(b)

     148       158,424  

Barclays PLC
5.20%, 05/12/2026

     435       489,767  

BBVA Bancomer SA/Texas
5.875%, 09/13/2034(a)

     330       343,613  

BBVA USA
3.875%, 04/10/2025

     481       514,766  

BNP Paribas SA
2.219%, 06/09/2026(a)

     365       377,958  

BPCE SA
5.15%, 07/21/2024(a)

     200       224,090  

Capital One Financial Corp.
3.65%, 05/11/2027

     345       383,323  

3.75%, 03/09/2027

     533       595,835  

Citigroup, Inc.
3.106%, 04/08/2026

     209       225,657  

3.875%, 03/26/2025

     441       487,301  

4.45%, 09/29/2027

     1,699       1,961,479  

5.50%, 09/13/2025

     595       705,384  

Citizens Financial Group, Inc.
2.638%, 09/30/2032(a)

     769       771,815  

Commonwealth Bank of Australia
4.50%, 12/09/2025(a)

     615       693,646  

Cooperatieve Rabobank UA
3.75%, 07/21/2026

     525       587,265  

Credit Agricole SA/London
1.907%, 06/16/2026(a)

     370       379,002  

Credit Suisse Group AG
4.194%, 04/01/2031(a)

     657       754,479  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Danske Bank A/S
1.621%, 09/11/2026(a)

   $ 556     $ 552,447  

Deutsche Bank AG/New York NY
3.30%, 11/16/2022

     334       346,889  

3.95%, 02/27/2023

     635       667,836  

3.961%, 11/26/2025

     555       593,106  

Discover Bank
4.682%, 08/09/2028

     385       403,753  

Discover Financial Services
4.10%, 02/09/2027

     670       750,152  

DNB Bank ASA
6.50%, 03/26/2022(a)(b)

     200       205,852  

Goldman Sachs Group, Inc. (The)
3.50%, 04/01/2025

     138       152,182  

3.75%, 05/22/2025

     225       250,274  

3.80%, 03/15/2030

     979       1,129,159  

4.223%, 05/01/2029

     482       562,186  

4.25%, 10/21/2025

     325       369,031  

4.411%, 04/23/2039

     148       179,784  

5.75%, 01/24/2022

     346       368,400  

5.95%, 01/15/2027

     40       49,501  

HSBC Holdings PLC
2.013%, 09/22/2028

     285       283,911  

4.25%, 08/18/2025

     632       698,436  

4.95%, 03/31/2030

     205       248,573  

6.875%, 06/01/2021(b)

     205       207,601  

ING Groep NV
6.875%, 04/16/2022(a)(b)

     200       207,046  

Intesa Sanpaolo SpA
Series XR
3.25%, 09/23/2024(a)

     911       959,948  

JPMorgan Chase & Co.
2.083%, 04/22/2026

     374       390,946  

2.956%, 05/13/2031

     1,253       1,340,159  

3.625%, 12/01/2027

     335       373,475  

3.882%, 07/24/2038

     740       868,915  

4.203%, 07/23/2029

     325       381,615  

8.00%, 04/29/2027

     530       724,515  

KeyCorp
5.10%, 03/24/2021

     319       324,965  

Lloyds Banking Group PLC
4.50%, 11/04/2024

     592       650,170  

Manufacturers & Traders Trust Co.
2.50%, 05/18/2022

     315       325,008  

Mastercard, Inc.
3.65%, 06/01/2049

     175       210,271  

3.85%, 03/26/2050

     446       556,987  

3.95%, 02/26/2048

     170       213,131  

 

20    |    AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Mizuho Financial Group Cayman 3 Ltd.
4.60%, 03/27/2024(a)

   $ 1,295     $ 1,419,825  

Morgan Stanley
2.188%, 04/28/2026

     143       149,940  

2.625%, 11/17/2021

     1,060       1,085,154  

3.622%, 04/01/2031

     145       166,150  

3.95%, 04/23/2027

     345       389,595  

Series F
3.875%, 04/29/2024

     55       60,774  

Series G
4.431%, 01/23/2030

     540       646,947  

Natwest Group PLC
5.125%, 05/28/2024

     828       911,694  

PNC Bank NA
2.45%, 07/28/2022

     265       274,211  

Santander Holdings USA, Inc.
4.40%, 07/13/2027

     1,044       1,162,317  

Santander UK Group Holdings PLC
4.75%, 09/15/2025(a)

     590       650,788  

Societe Generale SA
4.25%, 04/14/2025(a)

     243       261,604  

4.75%, 11/24/2025(a)

     200       220,466  

State Street Corp.
3.152%, 03/30/2031

     29       32,703  

2.653%, 05/15/2023

     315       325,760  

Truist Financial Corp.

    

Series P
4.95%, 09/01/2025(b)

     993       1,060,802  

Series Q
5.10%, 03/01/2030(b)

     197       215,260  

UBS Group AG
7.125%, 08/10/2021(a)(b)

     205       210,123  

UniCredit SpA
2.569%, 09/22/2026(a)

     360       357,613  

Wells Fargo & Co.
2.188%, 04/30/2026

     171       177,967  

2.393%, 06/02/2028

     269       279,330  

4.478%, 04/04/2031

     910       1,092,710  

5.606%, 01/15/2044

     560       752,970  

Series G
4.30%, 07/22/2027

     1,419       1,627,962  
    

 

 

 
       44,436,343  
    

 

 

 

Brokerage – 0.4%

 

Charles Schwab Corp. (The)
Series G
5.375%, 06/01/2025(b)

     221       242,119  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Jefferies Financial Group, Inc.
5.50%, 10/18/2023

   $ 454     $ 499,018  
    

 

 

 
       741,137  
    

 

 

 

Finance – 1.4%

 

AerCap Ireland Capital DAC/AerCap Global Aviation Trust
3.15%, 02/15/2024

     365       361,752  

Air Lease Corp.
3.25%, 03/01/2025

     179       182,023  

Aircastle Ltd.
4.40%, 09/25/2023

     342       344,093  

5.25%, 08/11/2025(a)

     210       208,385  

GE Capital Funding LLC
4.40%, 05/15/2030(a)

     200       218,580  

GE Capital International Funding Co. Unlimited Co.
4.418%, 11/15/2035

     275       297,294  

Harborwalk Funding Trust
5.077%, 02/15/2069(a)

     170       208,947  

Synchrony Financial
3.70%, 08/04/2026

     669       721,543  

4.25%, 08/15/2024

     58       63,406  
    

 

 

 
       2,606,023  
    

 

 

 

Insurance – 4.5%

 

Aetna, Inc.
3.875%, 08/15/2047

     175       194,135  

Alleghany Corp.
3.625%, 05/15/2030

     885       990,572  

Allstate Corp. (The)
Series B
5.75%, 08/15/2053

     582       618,113  

American International Group, Inc.
3.75%, 07/10/2025

     392       439,307  

Berkshire Hathaway, Inc.
2.75%, 03/15/2023

     395       415,366  

Guardian Life Insurance Co. of America (The)
3.70%, 01/22/2070(a)

     210       213,385  

Humana, Inc.
4.50%, 04/01/2025

     378       433,007  

MassMutual Global Funding II
0.85%, 06/09/2023(a)

     270       272,514  

MetLife Capital Trust IV
7.875%, 12/15/2037(a)

     150       206,730  

MetLife, Inc.

    

Series C
3.825% (LIBOR 3 Month + 3.58%), 11/30/2020(b)(c)

     68       67,233  

 

22    |    AB CORPORATE INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series D
5.875%, 03/15/2028(b)

   $ 170     $ 187,549  

Nationwide Mutual Insurance Co.
9.375%, 08/15/2039(a)

     120       203,563  

New York Life Global Funding
2.95%, 01/28/2021(a)

     386       388,505  

New York Life Insurance Co.
4.45%, 05/15/2069(a)

     180       222,649  

Peachtree Corners Funding Trust
3.976%, 02/15/2025(a)

     110       121,047  

Prudential Financial, Inc.
5.20%, 03/15/2044

     437       461,166  

5.375%, 05/15/2045

     260       280,267  

5.625%, 06/15/2043

     474       505,990  

5.875%, 09/15/2042

     235       248,458  

Reinsurance Group of America, Inc.
3.15%, 06/15/2030

     897       979,336  

UnitedHealth Group, Inc.
2.875%, 03/15/2022

     212       217,981  

Voya Financial, Inc.
5.65%, 05/15/2053

     470       484,264  
    

 

 

 
       8,151,137  
    

 

 

 

REITS – 5.9%

 

American Homes 4 Rent LP
4.25%, 02/15/2028

     5       5,661  

American Tower Corp.
3.125%, 01/15/2027

     275       299,200  

5.00%, 02/15/2024

     525       593,612  

Brixmor Operating Partnership LP
3.25%, 09/15/2023

     270       280,703  

4.05%, 07/01/2030

     518       559,611  

EPR Properties
5.25%, 07/15/2023

     120       116,880  

GLP Capital LP/GLP Financing II, Inc.
5.25%, 06/01/2025

     323       353,717  

5.375%, 04/15/2026

     114       126,747  

Healthpeak Properties, Inc.
2.875%, 01/15/2031

     519       547,394  

Highwoods Realty LP
2.60%, 02/01/2031

     821       814,678  

Host Hotels & Resorts LP

    

Series E
4.00%, 06/15/2025

     263       272,713  

Series I
3.50%, 09/15/2030

     491       470,859  

Kilroy Realty LP
3.45%, 12/15/2024

     40       42,298  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kimco Realty Corp.
2.80%, 10/01/2026

   $ 95     $ 101,566  

Office Properties Income Trust
4.50%, 02/01/2025

     350       355,253  

Omega Healthcare Investors, Inc.
4.50%, 01/15/2025

     108       115,605  

5.25%, 01/15/2026

     808       893,204  

Realty Income Corp.
3.25%, 01/15/2031

     285       312,876  

Regency Centers LP
3.70%, 06/15/2030

     230       250,277  

3.75%, 06/15/2024

     33       34,991  

4.125%, 03/15/2028

     195       216,150  

Sabra Health Care LP
4.80%, 06/01/2024

     710       750,023  

5.125%, 08/15/2026

     565       617,223  

SITE Centers Corp.
4.70%, 06/01/2027

     365       383,991  

Spirit Realty LP
3.20%, 02/15/2031

     385       385,200  

4.00%, 07/15/2029

     132       138,608  

4.45%, 09/15/2026

     238       257,407  

Ventas Realty LP
3.50%, 02/01/2025

     211       228,745  

4.125%, 01/15/2026

     44       49,418  

VEREIT Operating Partnership LP
4.60%, 02/06/2024

     1,036       1,116,321  

WP Carey, Inc.
4.60%, 04/01/2024

     44       48,852  
    

 

 

 
       10,739,783  
    

 

 

 
       66,674,423  
    

 

 

 

Utility – 3.7%

 

Electric – 3.5%

 

Abu Dhabi National Energy Co. PJSC
4.375%, 04/23/2025(a)

     215       241,673  

AES Panama Generation Holdings SRL
4.375%, 05/31/2030(a)

     200       211,032  

Berkshire Hathaway Energy Co.
2.85%, 05/15/2051(a)

     272       267,857  

4.25%, 10/15/2050(a)

     140       173,201  

6.125%, 04/01/2036

     100       143,361  

Consolidated Edison Co. of New York, Inc.
Series 20B
3.95%, 04/01/2050

     25       29,688  

Dominion Energy, Inc.
3.90%, 10/01/2025

     110       124,611  

 

24    |    AB CORPORATE INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Duke Energy Corp.
4.20%, 06/15/2049

   $ 423     $ 513,124  

Empresas Publicas de Medellin ESP
4.25%, 07/18/2029(a)

     200       205,308  

Enel Americas SA
4.00%, 10/25/2026

     53       57,180  

Enel Chile SA
4.875%, 06/12/2028

     62       72,463  

Entergy Louisiana LLC
2.90%, 03/15/2051

     133       137,840  

Exelon Corp.
3.497%, 06/01/2022

     94       98,020  

Florida Power & Light Co.
3.95%, 03/01/2048

     642       807,675  

Georgia Power Co.
4.30%, 03/15/2042

     340       407,259  

Kentucky Utilities Co.
3.30%, 06/01/2050

     52       55,966  

Nevada Power Co.
Series EE
3.125%, 08/01/2050

     215       227,186  

NextEra Energy Capital Holdings, Inc.
2.75%, 05/01/2025

     75       80,930  

5.65%, 05/01/2079

     194       220,093  

PacifiCorp
3.30%, 03/15/2051

     210       229,673  

PSEG Power LLC
8.625%, 04/15/2031

     388       562,340  

Public Service Co. of New Hampshire
3.60%, 07/01/2049

     127       147,155  

Sempra Energy
3.80%, 02/01/2038

     215       241,576  

Southern Power Co.
Series F
4.95%, 12/15/2046

     77       86,459  

Southwestern Public Service Co.
3.75%, 06/15/2049

     427       494,701  

Virginia Electric & Power Co.
8.875%, 11/15/2038

     273       487,103  
    

 

 

 
       6,323,474  
    

 

 

 

Natural Gas – 0.1%

 

GNL Quintero SA
4.634%, 07/31/2029(a)

     200       216,750  

NiSource, Inc.
5.65%, 02/01/2045

     60       83,215  
    

 

 

 
       299,965  
    

 

 

 

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Other Utility – 0.1%

 

American Water Capital Corp.
3.75%, 09/01/2047

   $ 80     $ 93,173  
    

 

 

 
       6,716,612  
    

 

 

 

Total Corporates – Investment Grade
(cost $159,016,564)

       165,589,814  
    

 

 

 
    

QUASI-SOVEREIGNS – 1.6%

    

Quasi-Sovereign Bonds – 1.6%

 

Chile – 0.6%

 

Corp. Nacional del Cobre de Chile
3.625%, 08/01/2027(a)

     200       218,375  

3.70%, 01/30/2050(a)

     200       208,437  

Empresa de Transporte de Pasajeros Metro SA
3.65%, 05/07/2030(a)

     350       380,800  

Empresa Nacional del Petroleo
3.75%, 08/05/2026(a)

     200       210,750  
    

 

 

 
       1,018,362  
    

 

 

 

Malaysia – 0.1%

 

Petronas Capital Ltd.
4.55%, 04/21/2050(a)

     225       280,725  
    

 

 

 

Mexico – 0.3%

 

Petroleos Mexicanos
6.50%, 01/23/2029

     240       214,104  

6.75%, 09/21/2047

     140       108,430  

6.95%, 01/28/2060

     169       132,158  

7.69%, 01/23/2050

     80       66,396  
    

 

 

 
       521,088  
    

 

 

 

Panama – 0.3%

 

Aeropuerto Internacional de Tocumen SA
5.625%, 05/18/2036(a)

     200       221,500  

Empresa de Transmision Electrica SA
5.125%, 05/02/2049(a)

     246       286,897  
    

 

 

 
       508,397  
    

 

 

 

Peru – 0.3%

 

Corp. Financiera de Desarrollo SA
2.40%, 09/28/2027(a)

     560       568,960  
    

 

 

 

Total Quasi-Sovereigns
(cost $2,787,846)

       2,897,532  
    

 

 

 
    

 

26    |    AB CORPORATE INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – NON-INVESTMENT GRADE – 1.4%

    

Industrial – 1.2%

 

Consumer Cyclical - Automotive – 0.2%

 

Ford Motor Credit Co. LLC
3.81%, 01/09/2024

   $ 395     $ 394,554  
    

 

 

 

Consumer Cyclical - Entertainment – 0.2%

 

Carnival Corp.
11.50%, 04/01/2023(a)

     379       417,127  
    

 

 

 

Consumer Non-Cyclical – 0.3%

 

Newell Brands, Inc.
4.35%, 04/01/2023

     548       571,920  
    

 

 

 

Energy – 0.5%

 

EQM Midstream Partners LP
4.75%, 07/15/2023

     295       293,431  

Occidental Petroleum Corp.
2.90%, 08/15/2024

     319       265,488  

3.50%, 08/15/2029

     55       39,690  

Western Midstream Operating LP
4.65%, 07/01/2026

     81       77,608  

5.45%, 04/01/2044

     149       126,325  
    

 

 

 
       802,542  
    

 

 

 
       2,186,143  
    

 

 

 

Financial Institutions – 0.2%

 

REITS – 0.2%

 

Diversified Healthcare Trust
4.75%, 02/15/2028

     407       361,530  
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $2,569,849)

       2,547,673  
 

 

 

 
    

GOVERNMENTS – SOVEREIGN BONDS – 1.3%

 

Colombia – 0.5%

 

Colombia Government International Bond
3.125%, 04/15/2031

     562       576,612  

5.20%, 05/15/2049

     200       240,938  
    

 

 

 
       817,550  
    

 

 

 

Mexico – 0.4%

 

Mexico Government International Bond
3.90%, 04/27/2025

     285       311,309  

4.60%, 01/23/2046

     200       216,687  

4.75%, 03/08/2044

     150       165,938  
    

 

 

 
       693,934  
    

 

 

 

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Peru – 0.0%

 

Peruvian Government International Bond
2.392%, 01/23/2026

   $ 53     $ 55,650  
    

 

 

 

Qatar – 0.2%

 

Qatar Government International Bond
4.817%, 03/14/2049(a)

     228       304,166  
    

 

 

 

Saudi Arabia – 0.2%

 

Saudi Government International Bond
3.25%, 10/26/2026(a)

     330       359,391  
    

 

 

 

Uruguay – 0.0%

 

Uruguay Government International Bond
4.375%, 01/23/2031

     54       65,096  
    

 

 

 

Total Governments – Sovereign Bonds
(cost $2,058,749)

       2,295,787  
    

 

 

 

Total Investments – 95.2%
(cost $166,433,008)

       173,330,806  

Other assets less liabilities – 4.8%

       8,740,357  
    

 

 

 

Net Assets – 100.0%

     $ 182,071,163  
    

 

 

 

FUTURES (see Note C)

 

Description    Number of
Contracts
     Expiration
Month
     Current
Notional
     Value and
Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

           

U.S. 10 Yr Ultra Futures

     18        December 2020      $     2,831,062      $ (31,902

U.S. T-Note 2 Yr (CBT) Futures

     3        December 2020        662,531        (238

U.S. T-Note 10 Yr (CBT) Futures

     4        December 2020        552,875        (4,599

U.S. Ultra Bond (CBT) Futures

     20        December 2020        4,300,000        (103,959

Sold Contracts

           

U.S. Long Bond (CBT) Futures

     3        December 2020        517,406        4,683  

U.S. T-Note 5 Yr (CBT) Futures

     15        December 2020        1,884,023        2,238  
           

 

 

 
            $     (133,777
           

 

 

 

 

 

28    |    AB CORPORATE INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 


Description

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
October 31,
2020
   

Notional
Amount
(000)

    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

               

CDX-NAIG Series 35, 5 Year Index, 12/20/2025*

    1.00     Quarterly       0.66     USD       3,280     $ 60,197     $ 78,756     $ (18,559

 

*

Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                        

Notional
Amount
(000)

    Termination
Date
    Payments
made
by the
Fund
    Payments
received
by the
Fund
    Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD     1,170       09/09/2021       1.132%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

  $ (10,591   $     $ (10,591
USD     1,070       03/27/2022       2.058%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    (29,618           (29,618
USD     60       11/04/2044      
3 Month
LIBOR
 
 
    3.049%    

Quarterly/

Semi-Annual

    23,944             23,944  
USD     60       05/05/2045      
3 Month
LIBOR
 
 
    2.562%    

Quarterly/

Semi-Annual

    17,711             17,711  
USD     60       06/02/2046      
3 Month
LIBOR
 
 
    2.186%    

Quarterly/

Semi-Annual

    12,878             12,878  
USD     690       07/15/2046      
3 Month
LIBOR
 
 
    1.783%    

Quarterly/

Semi-Annual

    82,238             82,238  
USD     270       09/02/2046      
3 Month
LIBOR
 
 
    1.736%    

Quarterly/

Semi-Annual

    28,605             28,605  
USD     50       11/02/2046      
3 Month
LIBOR
 
 
    2.086%    

Quarterly/

Semi-Annual

    9,738             9,738  
           

 

 

   

 

 

   

 

 

 
            $     134,905     $     —     $     134,905  
           

 

 

   

 

 

   

 

 

 

 

(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 October 31, 2020, the aggregate market value of these securities amounted to $28,952,922 or 15.9% 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)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at October 31, 2020.

Glossary:

CBT – Chicago Board of Trade

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

LIBOR – London Interbank Offered Rate

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

See notes to financial statements.

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    29


 

STATEMENT OF ASSETS & LIABILITIES

October 31, 2020 (unaudited)

 

Assets   

Investments in securities, at value (cost $166,433,008)

   $ 173,330,806  

Cash

     7,283,774  

Cash collateral due from broker

     479,989  

Receivable for shares of beneficial interest sold

     2,028,015  

Interest receivable

     1,603,529  

Receivable for investment securities sold

     362,811  
  

 

 

 

Total assets

     185,088,924  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     2,174,004  

Dividends payable

     392,448  

Payable for shares of beneficial interest redeemed

     357,368  

Payable for variation margin on futures

     42,834  

Payable for variation margin on centrally cleared swaps

     4,410  

Other liabilities

     46,697  
  

 

 

 

Total liabilities

     3,017,761  
  

 

 

 

Net Assets

   $ 182,071,163  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 149  

Additional paid-in capital

     170,743,272  

Distributable earnings

     11,327,742  
  

 

 

 
   $     182,071,163  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 14,888,061 common shares outstanding)

   $ 12.23  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Six Months Ended October 31, 2020 (unaudited)

 

Investment Income      

Interest

   $     2,277,089     

Other income

     750     
  

 

 

    

Total investment income

      $ 2,277,839  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions(a)

        2,163,336  

Futures

        397,279  

Swaps

        92,783  

Net change in unrealized appreciation/depreciation of:

     

Investments(b)

        4,579,117  

Futures

        (599,887

Swaps

        (204,852
     

 

 

 

Net gain on investment transactions

        6,427,776  
     

 

 

 

Net Increase in Net Assets from Operations

      $     8,705,615  
     

 

 

 

 

(a)

Net of foreign capital gains taxes of $38,151.

 

(b)

Net of increase in accrued foreign capital gains taxes of $7,220.

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
October 31,
2020
(unaudited)
    Year Ended
April 30,
2020
 
Increase in Net Assets from Operations     

Net investment income

   $ 2,277,839     $ 4,935,479  

Net realized gain on investment transactions

     2,653,398       4,092,280  

Net change in unrealized appreciation/depreciation of investments

     3,774,378       992,946  
  

 

 

   

 

 

 

Net increase in net assets from operations

     8,705,615       10,020,705  

Distribution to Shareholders

     (2,293,590     (5,640,743
Transactions in Shares of Beneficial Interest     

Net increase

     61,203,771       11,394,931  
  

 

 

   

 

 

 

Total increase

     67,615,796       15,774,893  
Net Assets     

Beginning of period

     114,455,367       98,680,474  
  

 

 

   

 

 

 

End of period

   $     182,071,163     $     114,455,367  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

October 31, 2020 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return 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 accordance with the NASDAQ Official Closing Price; listed or over

 

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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 generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, 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.

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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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 October 31, 2020:

 

Investments in Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Investment Grade

  $ – 0  –    $ 165,589,814     $ – 0  –    $ 165,589,814  

Quasi-Sovereigns

    – 0  –      2,897,532       – 0  –      2,897,532  

Corporates – Non-Investment Grade

    – 0  –      2,547,673       – 0  –      2,547,673  

Governments – Sovereign Bonds

    – 0  –      2,295,787       – 0  –      2,295,787  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    – 0  –      173,330,806       – 0  –      173,330,806  

Other Financial Instruments(a):

       

Assets:

       

Futures

    6,921       – 0  –      – 0  –      6,921 (b) 

Centrally Cleared Credit Default Swaps

    – 0  –      60,197       – 0  –      60,197 (b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      175,114       – 0  –      175,114 (b) 

Liabilities:

       

Futures

    (140,698     – 0  –      – 0  –      (140,698 )(b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (40,209     – 0  –      (40,209 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   (133,777   $   173,525,908     $   – 0  –    $   173,392,131  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

 

(b)

Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

4. Investment Income and Investment Transactions

Dividend income is recorded on 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. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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 is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2020 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $     84,274,824     $     30,255,489  

U.S. government securities

     – 0  –      – 0  – 

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

 

Gross unrealized appreciation

   $ 8,055,620  

Gross unrealized depreciation

         (1,175,253
  

 

 

 

Net unrealized appreciation

   $ 6,880,367  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Fund bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Fund may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies.

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are

 

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known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended October 31, 2020, the Fund held futures for hedging purposes.

 

   

Swaps

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on 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 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

 

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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 six months ended October 31, 2020, 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. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

 

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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 six months ended October 31, 2020, 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”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

 

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terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the six months ended October 31, 2020, 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 futures
      
$

6,921

      
Receivable/Payable for variation margin on futures
      
$

140,698

Credit contracts

      Receivable/Payable for variation margin on centrally cleared swaps     18,559

Interest rate contracts

      
Receivable/Payable for variation margin on centrally cleared swaps
   
    
175,114

      
Receivable/Payable for variation margin on centrally cleared swaps
   
    
40,209

   

 

 

     

 

 

 

Total

    $ 182,035       $ 199,466  
   

 

 

     

 

 

 

 

*

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

 

Derivative Type

 

Location of Gain
or (Loss) on
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 futures; Net change in unrealized appreciation/depreciation of futures   $ 397,279     $ (599,887

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     (4,422     (139,538

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     97,205       (65,314
   

 

 

   

 

 

 

Total

    $     490,062     $     (804,739
   

 

 

   

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended October 31, 2020:

 

Futures:

  

Average notional amount of buy contracts

   $     12,712,850  

Average notional amount of sale contracts

   $ 3,822,411  

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 3,430,000  

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 3,494,286  

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
     Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30, 2020
          Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30, 2020
       
  

 

 

   

Shares sold

     5,571,367       5,009,033       $ 68,235,597     $ 57,284,749    

 

   

Shares issued in reinvestment of dividends and distributions

     – 0  –      6         – 0  –      71    

 

   

Shares redeemed

     (580,618     (3,990,723       (7,031,826     (45,889,889  

 

   

Net increase

     4,990,749       1,018,316       $ 61,203,771     $ 11,394,931    

 

   

NOTE E

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During the periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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 more difficult to trade 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.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the six months ended October 31, 2020.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2021 will be determined at the end of the current fiscal year. The tax

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

character of distributions paid during the fiscal years ended April 30, 2020 and April 30, 2019 were as follows:

 

     2020      2019  

Distributions paid from:

     

Ordinary income

   $ 5,640,743      $ 3,601,284  
  

 

 

    

 

 

 

Total distributions paid

   $     5,640,743      $     3,601,284  
  

 

 

    

 

 

 

As of April 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $     2,099,643  

Accumulated capital and other losses

     598,788 (a) 

Unrealized appreciation/(depreciation)

         2,577,135 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 5,275,566 (c) 
  

 

 

 

 

(a)

During the fiscal year, the Fund utilized $1,595,243 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 recognition for tax purposes of unrealized gains/losses on certain derivative instruments and the tax treatment of swaps.

 

(c)

The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the accrual of foreign capital gains tax and dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2020, the Fund had a no short-term capital loss carryforward.

NOTE H

Subsequent Events

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

 

   

Six Months
Ended
October 31,
2020

(unaudited)

   


Year Ended April 30,
 
    2020     2019     2018     2017     2016  
 

 

 

 

Net asset value, beginning of period

  $ 11.56     $ 11.11     $ 10.81     $ 11.14     $ 11.19     $ 11.36  
 

 

 

 

Income From Investment Operations

           

Net investment income(a)

    .20       .44       .44       .39       .38       .39  

Net realized and unrealized gain (loss) on investment transactions

    .68       .51       .30       (.33     (.04     (.16
 

 

 

 

Net increase in net asset value from operations

    .88       .95       .74       .06       .34       .23  
 

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    (.21     (.45     (.44     (.39     (.39     (.40

Distributions from net realized gain on investment transactions

    – 0  –      (.05     – 0  –      – 0  –      – 0  –      – 0  – 
 

 

 

 

Total dividends and distributions

    (.21     (.50     (.44     (.39     (.39     (.40
 

 

 

 

Net asset value, end of period

  $ 12.23     $ 11.56     $ 11.11     $ 10.81     $ 11.14     $ 11.19  
 

 

 

 

Total Return

           

Total investment return based on net asset value(b)*

    7.61      8.65      7.03      .50      3.08      2.12 

Ratios/Supplemental Data

           

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

  $ 182,071     $ 114,455     $ 98,680     $ 84,740     $ 74,191     $ 63,342  

Ratio to average net assets of:

 

Net investment income

    3.31  %^      3.83      4.06      3.47      3.43      3.60 

Portfolio turnover rate

    23      87      140      73      79      59 

 

(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 year ended April 30, 2017 by .01%.

 

^

Annualized.

See notes to financial statements.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Nancy P. Jacklin(1)

   Robert M. Keith, President and
Chief Executive Officer

Jeanette Loeb(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Shawn E. Keegan(2), Vice President

Tiffanie Wong(2), Vice President

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

  

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
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

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Transfer Agent

AllianceBernstein Investor Services,

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

 

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 Fund’s Portfolio are made by the Adviser’s Corporate Income Shares Investment Team. Mr. Keegan and Ms. Wong are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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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 4-6, 2019 (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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of 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 review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

 

*

Following transactions completed on November 13, 2019 that may have been deemed to have been an“assignment” causing termination of the Fund’s investment advisory agreement, a new investment advisory agreement, having the same terms as the prior one, was entered into by the Fund and the Adviser.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that 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. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund 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 performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

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

 

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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 other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors recognized that such information was of limited utility in light of the Fund’s unusual fee arrangement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

 

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Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

 

1

Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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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-0152-1020                 LOGO


OCT     10.31.20

LOGO

SEMI-ANNUAL REPORT

AB IMPACT MUNICIPAL INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

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

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

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SEMI-ANNUAL REPORT

 

December 11, 2020

This report provides management’s discussion of fund performance for AB Impact Municipal Income Shares for the semi-annual reporting period ended October 31, 2020. 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 OCTOBER 31, 2020 (unaudited)

 

     6 Months      12 Months  
AB IMPACT MUNICIPAL INCOME SHARES      7.56%        2.50%  
Bloomberg Barclays Municipal Bond Index      4.99%        3.59%  

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 October 31, 2020.

The Fund outperformed its benchmark during the six-month period but underperformed for the 12-month period.

For the six-month period, the Fund’s overweight to municipal credit contributed, relative to the benchmark, as credit rebounded from March lows. Security selection within the education and health-care sectors contributed, while selection in mass transit and energy detracted. There were no other noteworthy detractors over the period.

During the 12-month period, the Fund’s overweight to municipal credit detracted, as municipal credit sold off abruptly in March. Security selection within the health-care sector detracted, while selection in mass transit contributed. There were no other significant contributors for the period.

The Fund did not utilize derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Municipal performance over the six-month period ended October 31, 2020, was positive. According to the Federal Reserve Bank of New York, the US economy stopped contracting in early May, and began a steady recovery through the rest of the summer. With respect to monetary policy,

 

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the US Federal Reserve (“the Fed”) Board of Governors stated that short-term interest rates were likely to be held at current low levels for the next few years. Consistent with the improving economy and steady monetary policy, municipals regained their footing and have performed exceptionally well following the sharp sell-off in March.

While outflows and a lack of liquidity sparked the sell-off in March, these themes have since largely abated, as investors took comfort in the significant federal support provided to state and local governments. On the monetary side, the Fed established the Municipal Liquidity Facility, which can purchase as much as $500 billion in short-term notes directly from municipalities, helping alleviate near-term liquidity concerns for eligible municipalities. The fiscal side brought issuers additional support in the form of the CARES Act, which included $150 billion to state and local governments, $120 billion to hospitals, $31 billion for education, $25 billion for transportation and $10 billion to airports.

The underlying goal of the Fund is to make environmentally, socially and financially productive investments in historically marginalized and underserved communities to reduce gaps that exist in such areas as academic achievement, economic development or the provision of health care. Essentially, the Fund’s Senior Investment Management Team is looking to create a better tomorrow. Inherent in these goals is to make investments toward improving the quality of life for all by enhancing and promoting civic engagement, an informed citizenry, culture and the physical and natural sciences.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of October 31, 2020, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 17.25% and 0.00%, respectively.

 

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INVESTMENT POLICIES

The Fund pursues its objective by investing principally in high-yielding municipal securities of any credit quality that (i) score highly on the Adviser’s environmental, social and corporate governance (“ESG”) criteria and (ii) are deemed by the Adviser to have an environmental or social impact in underserved or low socio-economic communities. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

The Adviser evaluates each security in which the Fund invests using both a traditional municipal bond credit analysis and a consideration of the security’s overall ESG score under the Adviser’s ESG evaluation criteria. Under this ESG evaluation, to arrive at an overall ESG score, each security is scored on environmental, social and governance factors, and the scores are weighted based on the Adviser’s assessment of the relevance of each factor within a given sector (e.g., education, health care, renewable energy and mass transit). For example, social factors are weighted more heavily in the overall ESG score for a security of an issuer in the education sector than they are for a security of an issuer in the mass transit sector, where environmental factors predominate. The Adviser regularly reviews the overall ESG scores assigned to securities under consideration for purposes of determining the securities in which to invest for the Fund.

The Adviser’s ESG evaluation is conducted on an industry sector basis and includes the use of key performance indicators that vary in materiality by sector. The Adviser’s environmental evaluation covers issues such as clean and renewable energy, climate change and water conservation. The Adviser’s social evaluation covers issues such as economic impact, high quality safety-net health care and overall community health needs, and the reduction of achievement gaps between wealthy and poor school districts. The Adviser’s governance evaluation covers issues such as stewardship of debt and capital, board governance and transparency.

The Adviser also assesses a security’s risk and return characteristics as well as a security’s impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the credit quality, maturity, sensitivity to interest rates and the expected after-tax returns of the security under consideration and of the Fund’s other holdings.

 

(continued on next page)

 

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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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

ESG Risk: Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and, therefore, the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.

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

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, 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

 

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DISCLOSURES AND RISKS (continued)

 

economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

Below Investment-Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate

 

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DISCLOSURES AND RISKS (continued)

 

sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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

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

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments 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 illiquid investments risk than most other types of investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

 

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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 OCTOBER 31, 2020 (unaudited)

 

    NAV Returns  
1 Year     2.50%  
Since Inception1     4.75%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2020 (unaudited)

 

    NAV Returns  
1 Year     2.72%  
Since Inception1     4.93%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1

Inception date: 9/12/2017.

 

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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, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
May 1, 2020
    Ending
Account Value
October 31, 2020
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $   1,000     $   1,075.60     $   – 0 –       0.00

Hypothetical**

  $ 1,000     $ 1,025.21     $   – 0 –       0.00

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

October 31, 2020 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $351.8

 

 

 

LOGO

 

1

All data are as of October 31, 2020. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, 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

October 31, 2020 (unaudited)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 90.8%

 

Long-Term Municipal Bonds – 90.8%

 

American Samoa – 0.4%

 

American Samoa Economic Development Authority
(Territory of American Samoa)
6.00%, 09/01/2023(a)

   $ 1,210     $ 1,291,336  
    

 

 

 

Arizona – 2.4%

 

Arizona Industrial Development Authority
(Phoenix Children’s Hospital Obligated Group)
4.00%, 02/01/2050

     4,500       4,992,300  

5.00%, 02/01/2035

     1,100       1,387,309  

Maricopa County Industrial Development Authority
(Arizona Autism Charter Schools Obligated Group)
5.00%, 07/01/2040-07/01/2054(a)

     1,815       1,893,573  
    

 

 

 
       8,273,182  
    

 

 

 

California – 8.0%

 

Alameda Corridor Transportation Authority
Series 2016A
5.00%, 10/01/2022

     725       778,607  

Series 2016B
5.00%, 10/01/2035-10/01/2036

     2,095       2,415,428  

California Educational Facilities Authority
(Mount St. Mary’s University, Inc.)
Series 2018A
5.00%, 10/01/2036-10/01/2046

     3,155       3,807,655  

California Infrastructure & Economic Development Bank
(California Academy of Sciences)
Series 2018C
0.48% (LIBOR 1 Month + 0.38%),
08/01/2047(b)

     2,000       1,993,980  

California Municipal Finance Authority
(Healthright 360)
Series 2019A
5.00%, 11/01/2039-11/01/2049(a)

     5,275       5,563,878  

California School Finance Authority
(Bright Star Schools Obligated Group)
Series 2017
5.00%, 06/01/2037-06/01/2054(a)

     850       921,452  

California School Finance Authority
(Downtown College Prep Obligated Group)
Series 2016
5.00%, 06/01/2051(a)

     250       261,743  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California School Finance Authority
(Ednovate Obligated Group)
Series 2018
5.00%, 06/01/2048-06/01/2056(a)

   $ 2,085     $ 2,200,991  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018A
5.00%, 06/01/2048(a)

     3,750       3,976,012  

California School Finance Authority
(Fenton Charter Public Schools)
Series 2020A
5.00%, 07/01/2040-07/01/2050(a)

     1,125       1,214,149  

California School Finance Authority
(Green DOT Public Schools Obligated Group)
Series 2018
5.00%, 08/01/2038(a)

     1,000       1,159,090  

California Statewide Communities Development Authority
(Loma Linda University Medical Center)
Series 2018A
5.25%, 12/01/2043(a)

     2,640       2,980,402  

Coalinga-Huron Joint Unified School District
BAM Series 2018B
5.00%, 08/01/2048

     500       588,820  

Port of Los Angeles
Series 2014A
5.00%, 08/01/2021

     355       366,392  
    

 

 

 
       28,228,599  
    

 

 

 

Colorado – 0.9%

 

Denver Health & Hospital Authority
Series 2019A
4.00%, 12/01/2038-12/01/2040

     2,770       3,012,221  
    

 

 

 

Connecticut – 1.2%

 

City of Bridgeport CT
Series 2017A
5.00%, 11/01/2025

     525       620,713  

BAM Series 2018C
5.00%, 07/15/2036-07/15/2038

     1,620       1,933,230  

BAM Series 2019A
5.00%, 02/01/2035

     1,500       1,825,815  
    

 

 

 
       4,379,758  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

District of Columbia – 1.1%

 

District of Columbia
(KIPP DC Obligated Group)
Series 2017A
5.00%, 07/01/2042

   $ 785     $ 894,374  

Series 2017B
5.00%, 07/01/2037

     625       722,781  

District of Columbia
(KIPP DC Public Charter Schools)
4.00%, 07/01/2039

     1,000       1,075,240  

District of Columbia Water & Sewer Authority
Series 2016A
5.00%, 10/01/2035

     820       993,455  
    

 

 

 
       3,685,850  
    

 

 

 

Florida – 1.9%

 

Florida Development Finance Corp.
(United Cerebral Palsy of Central Florida, Inc.)
Series 2020
5.00%, 06/01/2040-06/01/2050

     2,610       2,663,259  

School District of Broward County/FL
(Broward County School Board/FL COP)
Series 2017B
5.00%, 07/01/2032

     500       609,360  

Series 2019B
5.00%, 07/01/2029

     2,750       3,577,612  
    

 

 

 
       6,850,231  
    

 

 

 

Georgia – 0.1%

 

Atlanta Development Authority The
(Atlanta Development Authority Lease)
Series 2017
2.061%, 12/01/2021

     230       233,765  
    

 

 

 

Illinois – 7.5%

 

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
5.00%, 12/01/2051

     5,085       5,752,152  

Chicago Transit Authority Sales Tax Receipts Fund
Series 2014
5.25%, 12/01/2049

     5,000       5,655,700  

Series 2020A
5.00%, 12/01/2045

     6,010       7,089,817  

Cook County Community College District No. 508
Series 2013
5.25%, 12/01/2043

     605       631,305  

 

abfunds.com  

AB IMPACT MUNICIPAL INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

BAM Series 2017
5.00%, 12/01/2047

   $ 620     $ 716,236  

Illinois Finance Authority
(University of Illinois)
Series 2020I
4.00%, 10/01/2040-10/01/2050

     6,250       6,690,363  
    

 

 

 
       26,535,573  
    

 

 

 

Kansas – 0.2%

 

Seward County Unified School District No. 480 Liberal
Series 2017B
5.00%, 09/01/2028

     555       664,551  
    

 

 

 

Maryland – 0.3%

 

Maryland Economic Development Corp.
(Bowie State University)
4.00%, 07/01/2050

     1,200       1,172,400  
    

 

 

 

Massachusetts – 5.2%

 

Massachusetts Development Finance Agency
(Boston Medical Center Corp. Obligated Group)
Series 2015D
5.00%, 07/01/2044

     7,165       7,900,129  

Series 2016E
5.00%, 07/01/2037

     765       870,035  

Series 2017F
5.00%, 07/01/2030

     1,475       1,749,084  

Massachusetts Development Finance Agency
(Wellforce Obligated Group)
AGM Series 2019A
5.00%, 07/01/2036-07/01/2044

     4,895       5,688,428  

AGM Series 2020C
4.00%, 10/01/2045

     1,090       1,225,978  

Massachusetts Development Finance Agency
(WGBH Educational Foundation)
Series 2017A
4.00%, 01/01/2032

     825       965,869  
    

 

 

 
       18,399,523  
    

 

 

 

Michigan – 13.3%

 

Center Line Public Schools
Series 2018
5.00%, 05/01/2038

     895       1,096,518  

City of Detroit MI
5.00%, 04/01/2026-04/01/2037

     6,090       6,552,173  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Detroit City School District
Series 2020A
5.00%, 05/01/2036-05/01/2040

   $ 4,940     $ 6,226,115  

AGM Series 2005A
5.25%, 05/01/2030

     5,000       6,641,850  

Downriver Utility Wastewater Authority
AGM Series 2018
5.00%, 04/01/2043

     1,515       1,809,183  

Ferris State University
Series 2019A
5.00%, 10/01/2024-10/01/2026

     6,185       7,346,298  

Flint Hospital Building Authority
(Hurley Medical Center)
4.00%, 07/01/2041

     3,500       3,653,020  

5.00%, 07/01/2031

     2,405       2,864,427  

Flint Public Library
AGM
3.00%, 05/01/2029-05/01/2030

     2,260       2,554,441  

Grand Rapids Public Schools
AGM
5.00%, 11/01/2040

     1,800       2,251,800  

AGM Series 2017
5.00%, 05/01/2027

     200       253,302  

Great Lakes Water Authority Water Supply System Revenue
Series 2016B
5.00%, 07/01/2046

     1,225       1,437,244  

Series 2016C
5.00%, 07/01/2026

     695       847,212  

Series 2020B
5.00%, 07/01/2045-07/01/2049

     2,650       3,281,264  
    

 

 

 
       46,814,847  
    

 

 

 

Minnesota – 1.9%

 

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Hmong College Prep Academy)
5.00%, 09/01/2055

     5,000       5,588,050  

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Metro Deaf School)
Series 2018A
5.00%, 06/15/2048(a)

     1,000       1,027,040  
    

 

 

 
       6,615,090  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Mississippi – 1.9%

 

Mississippi Development Bank
(City of Meridian MS Water & Sewer Revenue Lease)
BAM
4.00%, 07/01/2045-07/01/2050

   $ 5,750     $ 6,564,652  
    

 

 

 

Missouri – 0.1%

 

St. Louis Community College District
Series 2017
4.00%, 04/01/2035

     200       228,426  
    

 

 

 

Montana – 0.7%

 

City of Missoula MT Water System Revenue
Series 2019A
4.00%, 07/01/2037-07/01/2044

     2,180       2,506,582  
    

 

 

 

New Hampshire – 1.5%

 

New Hampshire Business Finance Authority
(United States Department of Veterans Affairs Local Lease)
2.872%, 07/01/2035

     4,990       5,165,149  
    

 

 

 

New Jersey – 7.4%

 

Essex County Improvement Authority
(North Star Academy Charter School of Newark, Inc.)
4.00%, 07/15/2040-07/15/2050(a)(c)

     4,360       4,592,781  

New Jersey Economic Development Authority
(Foundation Academy Charter School A NJ Nonprofit Corp.)
Series 2018A
5.00%, 07/01/2050

     1,000       1,113,470  

New Jersey Economic Development Authority
(New Jersey Transit Corp. State Lease)
4.00%, 11/01/2044

     5,500       5,667,310  

5.00%, 11/01/2044

     6,925       7,776,567  

New Jersey Economic Development Authority
(North Star Academy Charter School of Newark, Inc.)
Series 2017
5.00%, 07/15/2047

     1,170       1,297,507  

New Jersey Economic Development Authority
(Seeing Eye, Inc. (The))
Series 2015
5.00%, 03/01/2025

     3,205       3,763,439  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(State of New Jersey Division of Property Management & Construction Lease)
Series 2018C
5.00%, 06/15/2027-06/15/2042

   $ 1,645     $ 1,864,866  
    

 

 

 
       26,075,940  
    

 

 

 

New York – 9.0%

 

Build NYC Resource Corp.
(Children’s Aid Society (The))
4.00%, 07/01/2044-07/01/2049

     1,150       1,278,850  

Build NYC Resource Corp.
(Inwood Academy for Leadership Charter School)
Series 2018A
5.50%, 05/01/2048(a)

     500       536,770  

Build NYC Resource Corp.
(Metropolitan Lighthouse Charter School)
5.00%, 06/01/2052(a)

     2,260       2,407,985  

Series 2017A
5.00%, 06/01/2047(a)

     725       774,053  

Metropolitan Transportation Authority
Series 2014D
5.00%, 11/15/2039

     4,000       4,152,120  

Series 2018B
5.00%, 11/15/2026

     2,160       2,333,470  

Series 2019F
5.00%, 11/15/2022

     2,000       2,037,480  

Series 2020C
4.75%, 11/15/2045

     7,085       7,496,922  

Monroe County Industrial Development Corp./NY
(Rochester Regional Health Obligated Group)
4.00%, 12/01/2046(c)

     6,945       7,561,021  

Monroe County Industrial Development Corp./NY
(True North Rochester Prep Charter School)
5.00%, 06/01/2040(a)

     1,265       1,458,140  

New York City Housing Development Corp.
Series 2017E
1.50%, 05/01/2022

     230       233,563  

New York State Dormitory Authority
(Montefiore Obligated Group)
Series 2018
5.00%, 08/01/2034

     750       882,825  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2020
4.00%, 09/01/2045

   $ 500     $ 539,400  
    

 

 

 
       31,692,599  
    

 

 

 

North Carolina – 1.5%

 

North Carolina Central University
4.00%, 04/01/2049

     2,270       2,434,961  

5.00%, 04/01/2044

     2,500       2,937,200  
    

 

 

 
       5,372,161  
    

 

 

 

Ohio – 2.8%

 

American Municipal Power, Inc.
Series 2019A
5.00%, 02/15/2044

     2,150       2,619,882  

County of Cuyahoga/OH
(MetroHealth System (The))
Series 2017
5.00%, 02/15/2042

     4,365       4,916,954  

5.25%, 02/15/2047

     1,500       1,730,460  

County of Darke OH
(Wayne Hospital Co. Obligated Group)
Series 2019A
5.00%, 09/01/2049

     690       723,003  
    

 

 

 
       9,990,299  
    

 

 

 

Oklahoma – 1.5%

 

Oklahoma County Finance Authority
(Oklahoma County Independent School District No. 52 Midwest City-Del City)
Series 2018
5.00%, 10/01/2024

     1,120       1,311,822  

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018B
5.50%, 08/15/2057

     3,365       3,905,049  
    

 

 

 
       5,216,871  
    

 

 

 

Oregon – 0.4%

 

Tri-County Metropolitan Transportation District of Oregon
Series 2017A
5.00%, 10/01/2026

     865       1,078,171  

Series 2018A
5.00%, 10/01/2029

     250       316,302  
    

 

 

 
       1,394,473  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Pennsylvania – 9.5%

 

Capital Region Water Water Revenue
Series 2018
5.00%, 07/15/2025-07/15/2026

   $ 1,510     $ 1,809,097  

City of Philadelphia PA Water & Wastewater Revenue
Series 2018A
5.00%, 10/01/2048

     3,050       3,689,615  

Series 2019B
5.00%, 11/01/2049

     3,095       3,817,559  

Series 2020A
5.00%, 11/01/2045

     5,000       6,281,200  

Delaware County Authority
(Elwyn Obligated Group)
Series 2017
5.00%, 06/01/2037

     825       843,992  

Hospitals & Higher Education Facilities Authority of Philadelphia (The)
(Temple University Health System Obligated Group)
Series 2017
5.00%, 07/01/2032-07/01/2034

     1,115       1,270,561  

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
Series 2018
5.00%, 05/01/2036-05/01/2038

     4,010       4,858,639  

AGM Series 2017
5.00%, 12/01/2035

     200       241,582  

Philadelphia Authority for Industrial Development
(Russell Byers Charter School)
5.00%, 05/01/2040

     1,050       1,151,640  

Pittsburgh Water & Sewer Authority
AGM Series 2019A
5.00%, 09/01/2044

     2,000       2,470,240  

School District of the City of Erie (The)
AGM Series 2019A
5.00%, 04/01/2031

     405       517,140  

AGM Series 2019C
5.00%, 04/01/2028-04/01/2029

     2,850       3,660,714  

State Public School Building Authority
(Community College of Philadelphia Foundation)
BAM Series 2018
5.00%, 06/15/2021

     1,000       1,026,910  

 

abfunds.com  

AB IMPACT MUNICIPAL INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wilkes-Barre Area School District/PA
BAM
5.00%, 04/15/2059

   $ 1,620     $ 1,931,186  
    

 

 

 
       33,570,075  
    

 

 

 

Rhode Island – 2.9%

 

Providence Public Building Authority
(City of Providence RI Lease)
AGM Series 2020A
5.00%, 09/15/2030-09/15/2031

     8,000       10,101,455  
    

 

 

 

Texas – 0.3%

 

El Paso County Hospital District
Series 2017
5.00%, 08/15/2037

     370       412,280  

Newark Higher Education Finance Corp.
(Austin Achieve Public Schools, Inc.)
Series 2018
5.00%, 06/15/2048

     735       744,790  
    

 

 

 
       1,157,070  
    

 

 

 

Utah – 1.2%

 

Ogden City School District Municipal Building Authority
(Ogden City School District)
Series 2018
5.00%, 01/15/2038

     3,490       4,197,737  
    

 

 

 

Washington – 1.1%

 

Pend Oreille County Public Utility District No. 1
Box Canyon
Series 2018
5.00%, 01/01/2044

     3,600       3,914,316  
    

 

 

 

West Virginia – 1.5%

 

Morgantown Utility Board, Inc.
BAM Series 2018B
5.00%, 12/01/2043

     2,555       3,099,113  

West Virginia Hospital Finance Authority
(West Virginia United Health System Obligated Group)
Series 2017A
5.00%, 06/01/2047

     1,775       2,067,325  
    

 

 

 
       5,166,438  
    

 

 

 

Wisconsin – 3.1%

 

Milwaukee Redevelopment Authority
(Milwaukee Public Schools Lease)
Series 2017
5.00%, 11/15/2025

     200       243,202  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Health & Educational Facilities Authority
(Hmong American Peace Academy Ltd.) 5.00%, 03/15/2050

   $ 1,175     $ 1,352,272  

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 06/01/2048(a)

     4,430       4,695,003  

Wisconsin Public Finance Authority
(NC A&T Real Estate Foundation LLC)
5.00%, 06/01/2044

     4,450       4,632,539  
    

 

 

 
       10,923,016  
    

 

 

 

Total Municipal Obligations
(cost $309,490,944)

       319,394,185  
    

 

 

 
    

CORPORATES – INVESTMENT
GRADE – 4.2%

    

Industrial – 2.4%

 

Consumer Cyclical - Other – 1.0%

 

Conservation Fund A Nonprofit Corp. (The)
Series 2019
3.474%, 12/15/2029

     3,267       3,396,994  
    

 

 

 

Consumer Non-Cyclical – 0.1%

 

YMCA of Greater New York
Series 2018
3.985%, 08/01/2022

     500       515,605  
    

 

 

 

Other Industrial – 0.9%

 

Howard University
Series 2020
1.991%, 10/01/2025

     1,000       1,024,620  

2.516%, 10/01/2025

     1,000       1,060,500  

2.291%, 10/01/2026

     1,000       1,023,340  
    

 

 

 
       3,108,460  
    

 

 

 

Services – 0.4%

 

Ford Foundation (The)
Series 2020
2.415%, 06/01/2050

     1,595       1,584,122  
    

 

 

 
       8,605,181  
    

 

 

 

Financial Institutions – 1.8%

 

Finance – 1.8%

 

BlueHub Loan Fund, Inc.
Series 2020
3.099%, 01/01/2030

     1,000       1,006,447  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Low Income Investment Fund
Series 2019
3.711%, 07/01/2029

   $ 5,000     $ 5,408,829  
    

 

 

 
       6,415,276  
    

 

 

 

Total Corporates – Investment Grade
(cost $14,362,000)

       15,020,457  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 5.7%

 

Investment Companies – 5.7%

 

AB Fixed Income Shares, Inc. –
AB Government Money Market Portfolio – Class AB,
0.03%(d)(e)(f)
(cost $19,960,413)

     19,960,413       19,960,413  
    

 

 

 

Total Investments – 100.7%
(cost $343,813,357)

       354,375,055  

Other assets less liabilities – (0.7)%

       (2,574,323
    

 

 

 

Net Assets – 100.0%

     $ 351,800,732  
    

 

 

 

 

(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 October 31, 2020, the aggregate market value of these securities amounted to $36,954,398 or 10.5% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at October 31, 2020.

 

(c)

When-Issued or delayed delivery security.

 

(d)

Affiliated investments.

 

(e)

The rate shown represents the 7-day yield as of period end.

 

(f)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

As of October 31, 2020, 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 17.3% and 0.0%, respectively.

Glossary:

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

COP – Certificate of Participation

LIBOR – London Interbank Offered Rates

See notes to financial statements.

 

24    |    AB IMPACT  MUNICIPAL INCOME SHARES

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STATEMENT OF ASSETS & LIABILITIES

October 31, 2020 (unaudited)

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $323,852,944)

   $ 334,414,642  

Affiliated issuers (cost $19,960,413)

     19,960,413  

Cash

     15,880  

Interest receivable

     4,041,317  

Receivable for shares of beneficial interest sold

     1,847,514  

Receivable due from Adviser

     2,731  

Affiliated dividends receivable

     554  
  

 

 

 

Total assets

     360,283,051  
  

 

 

 
Liabilities

 

Payable for investment securities purchased

     7,524,282  

Dividends payable

     885,818  

Payable for shares of beneficial interest redeemed

     72,219  
  

 

 

 

Total liabilities

     8,482,319  
  

 

 

 

Net Assets

   $ 351,800,732  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 335  

Additional paid-in capital

     342,436,697  

Distributable earnings

     9,363,700  
  

 

 

 
   $     351,800,732  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 33,494,425 common shares outstanding)

   $ 10.50  
  

 

 

 

See notes to financial statements.

 

abfunds.com  

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STATEMENT OF OPERATIONS

Six Months Ended October 31, 2020 (unaudited)

 

Investment Income      

Interest

   $     4,634,255     

Dividends—Affiliated issuers

     11,534     

Other income(a)

     9,954     
  

 

 

    

Total investment income

      $ 4,655,743  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized loss on investment transactions

        (721,464

Net change in unrealized appreciation/depreciation of investments

        16,151,538  
     

 

 

 

Net gain on investment transactions

        15,430,074  
     

 

 

 

Net Increase in Net Assets from Operations

      $     20,085,817  
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30,
2020
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 4,655,743     $ 5,843,359  

Net realized loss on investment transactions

     (721,464     (284,986

Net change in unrealized appreciation/depreciation of investments

     16,151,538       (9,721,429
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     20,085,817       (4,163,056

Distribution to Shareholders

     (4,662,879     (5,843,379
Transactions in Shares of Beneficial Interest     

Net increase

     91,081,135       122,339,075  
  

 

 

   

 

 

 

Total increase

     106,504,073       112,332,640  
Net Assets

 

Beginning of period

     245,296,659       132,964,019  
  

 

 

   

 

 

 

End of period

   $     351,800,732     $     245,296,659  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

October 31, 2020 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Impact Municipal Income Shares (the “Fund”).

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 counter (“OTC”) market put or call options are valued at the mid level

 

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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 generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

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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.

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

 

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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 October 31, 2020:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Long-Term Municipal Bonds

  $ – 0  –    $ 319,394,185     $ – 0  –    $ 319,394,185  

Corporates – Investment Grade

    – 0  –      15,020,457       – 0  –      15,020,457  

Short-Term Investments

    19,960,413       – 0  –      – 0  –      19,960,413  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    19,960,413       334,414,642       – 0  –      354,375,055  

Other Financial Instruments(a)

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

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     19,960,413     $     334,414,642     $      – 0  –    $     354,375,055  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

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 two 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. The Fund accounts for

 

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distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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 is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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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The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended October 31, 2020, such reimbursement amounted to $9,954.

A summary of the Fund’s transactions in AB mutual funds for the six months ended October 31, 2020 is as follows:

 

Fund

  Market Value
4/30/20
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
10/31/20
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     15,950     $     86,662     $     82,652     $     19,960     $     12  

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment

 

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advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2020 were as follows:

 

     Purchases     Sales  

Investment securities (excluding
U.S. government securities)

   $     122,033,761     $     24,953,849  

U.S. government securities

     – 0  –      – 0  – 

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

 

Gross unrealized appreciation

   $     13,013,517  

Gross unrealized depreciation

     (2,451,819
  

 

 

 

Net unrealized appreciation

   $ 10,561,698  
  

 

 

 

1. Derivative Financial Instruments

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

The Fund did not engage in derivatives transactions for the six months ended October 31, 2020.

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

                                       
     Shares           Amount        
     Six Months Ended
October 31, 2020
(unaudited)
     Year Ended
April 30,
2020
          Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30,
2020
       
  

 

 

   

Shares sold

     9,381,836        13,186,982       $     97,805,096     $     137,610,295    

 

   

Shares redeemed

     (648,719      (1,472,619       (6,723,961     (15,271,220  

 

   

Net increase

     8,733,117        11,714,363       $ 91,081,135     $ 122,339,075    

 

   

 

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NOTE E

Risks Involved in Investing in the Fund

Market Risk—The market 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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

ESG Risk—Applying environmental, social and corporate governance (“ESG”) and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and, therefore, the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.

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

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and

 

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adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (“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 may be more difficult to trade than other types of securities.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new

 

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investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During the periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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—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.

Illiquid Investments Risk—Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments 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 illiquid investments risk than most other types of investments.

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.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and

 

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industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”)

 

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intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the six months ended October 31, 2020.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2021 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal years ended April 30, 2020 and April 30, 2019 were as follows:

 

     2020      2019  

Distributions paid from:

     

Ordinary income

   $ 169,666      $ 125,019  
  

 

 

    

 

 

 

Total taxable distributions

     169,666        125,019  

Tax exempt distributions

     5,673,713        2,974,674  
  

 

 

    

 

 

 

Total distributions paid

   $     5,843,379      $     3,099,693  
  

 

 

    

 

 

 

As of April 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $ 610,567  

Accumulated capital and other losses

     (469,397 )(a) 

Unrealized appreciation/(depreciation)

     (5,589,840
  

 

 

 

Total accumulated earnings/(deficit)

   $     (5,448,670 )(b) 
  

 

 

 

 

(a)

As of April 30, 2020, the Fund had a net capital loss carryforward of $469,397.

 

(b)

The differences 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, 2020, the Fund had a net short-term capital loss carryforward of $71,511, which may be carried forward for an indefinite period.

NOTE H

Subsequent Events

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

 

   

Six Months
Ended
October 31,
2020

(unaudited)

    Year Ended April 30,    

September 12,
2017(a) to
April 30,

2018

 
  2020     2019  
 

 

 

 

Net asset value, beginning of period

    $  9.91       $  10.19       $  9.79       $  10.00  
 

 

 

 

Income From Investment Operations

       

Net investment income(b)

    .16       .33       .33       .18  

Net realized and unrealized gain (loss) on investment transactions

    .59       (.27     .40       (.22
 

 

 

 

Net increase (decrease) in net asset value from operations

    .75       .06       .73       (.04
 

 

 

 

Less: Dividends

 

Dividends from net investment income

    (.16     (.34     (.33     (.17
 

 

 

 

Net asset value, end of period

    $  10.50       $  9.91       $  10.19       $  9.79  
 

 

 

 

Total Return

       

Total investment return based on net asset value(c)

    7.56  %      .40  %      7.56  %      (.44 )% 

Ratios/Supplemental Data

       

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

    $351,801       $245,297       $132,964       $37,341  

Ratio to average net assets of:

 

Net investment income

    2.98  %^      3.18  %      3.35  %      2.89  %^ 

Portfolio turnover rate

    9  %      2  %      23  %      8  % 

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

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

 

^

Annualized.

See notes to financial statements.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and

Chief Executive Officer

Jeanette Loeb(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

R.B. (Guy) Davidson III(2),^, Vice President

Eric A. Glass(2), Vice President

Matthew J. Norton(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
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

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Transfer Agent

AllianceBernstein Investor Services,
Inc.

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

 

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 Fund’s Portfolio are made by the Adviser’s Municipal Impact Investment Team. Messrs. Davidson, Glass and Norton are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

^

Mr. Davidson is expected to retire from the Adviser effective December 30, 2020.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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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 Impact Municipal Income Shares (the “Fund”) at a meeting held on November 4-6, 2019 (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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of 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 review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the underlying fund advised by the Adviser in which the Fund invests.

 

*

Following transactions completed on November 13, 2019 that may have been deemed to have been an “assignment” causing termination of the Fund’s investment advisory agreement, a new investment advisory agreement, having the same terms as the prior one, was entered into by the Fund and the Adviser.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that 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. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for the period ended December 31, 2017 and calendar year 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and

 

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distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests. 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 performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-year period ended July 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an

 

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arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by the Adviser that utilize investment strategies similar to those of the Fund.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

 

1

Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB IMPACT MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

IMISH-0152-1020                 LOGO


OCT    10.31.20

LOGO

SEMI-ANNUAL REPORT

AB MUNICIPAL INCOME SHARES

 

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    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

 

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SEMI-ANNUAL REPORT

 

December 16, 2020

This report provides management’s discussion of fund performance for AB Municipal Income Shares for the semi-annual reporting period ended October 31, 2020. 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 OCTOBER 31, 2020 (unaudited)

 

     6 Months      12 Months  
AB MUNICIPAL INCOME SHARES      11.85%        1.93%  
Bloomberg Barclays Municipal Bond Index      4.99%        3.59%  

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 October 31, 2020.

The Fund outperformed the benchmark for the six-month period but underperformed for the 12-month period. The Fund is generally used to provide exposure to lower-rated municipal bonds and longer-duration bonds within separately managed account strategies. The Fund was overweight lower-rated (noninvestment-grade) bonds, relative to the benchmark, which is fully composed of investment-grade bonds. This overweight was beneficial over the six-month period, but detrimental over the 12-month period. The Fund was overweight long-duration bonds, which contributed over both periods.

During the six-month period, the Fund’s overweight to municipal credit contributed, as credit rebounded from March lows. Security selection within the special tax sector contributed. An underweight to the intermediate part of the yield-curve detracted. There were no other noteworthy detractors over the period.

For the 12-month period, the Fund’s overweight to municipal credit detracted, following the sell-off in March. Security selection within the state general obligation bonds sector detracted, while selection in toll roads/transit contributed. An overweight to the long-end of the yield curve contributed.

 

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The Fund utilized derivatives for hedging purposes in the form of consumer price index swaps, which added to absolute performance for both periods, and interest rate swaps, which had no material impact for the six-month period but detracted for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Despite record volatility across most financial markets as the COVID-19 pandemic developed last spring, municipal performance was positive over both the six- and 12-month periods ended October 31, 2020. Following the onset of the virus, the US economy quickly contracted; however, according to the Federal Reserve Bank of New York, the US economy stopped contracting in early May, and began a steady recovery through the rest of the summer. With respect to monetary policy, the US Federal Reserve (“the Fed”) Board of Governors stated that short-term interest rates were likely to be held at current low levels for the next few years. Consistent with the improving economy and steady monetary policy, municipals have continued to perform well following the sharp sell-off in March.

While outflows from open-end municipal bond funds and a general lack of liquidity across most markets sparked the sell-off in March, these themes have since largely abated, as investors have taken comfort in the significant federal support provided to state and local governments. On the monetary side, the Fed established the Municipal Liquidity Facility, which can purchase as much as $500 billion in short-term notes directly from municipalities, helping alleviate near-term liquidity concerns for eligible municipalities. The fiscal side brought issuers additional support in the form of the CARES Act, which included $150 billion to state and local governments, $120 billion to hospitals, $31 billion for education, $25 billion for transportation and $10 billion to airports.

The Fund’s Senior Investment Management Team relies on an investment process that combines quantitative and fundamental research to build effective municipal bond portfolios.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of October 31, 2020, the Fund’s percentages of investments in

 

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municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 2.00% and 0.04%, respectively.

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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still

 

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DISCLOSURES AND RISKS (continued)

 

uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

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

 

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DISCLOSURES AND RISKS (continued)

 

of very low or negative interest rates, the Fund’s returns may be adversely affected.

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

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

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments 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 illiquid investments risk than most other types of investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

 

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DISCLOSURES AND RISKS (continued)

 

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 OCTOBER 31, 2020 (unaudited)

 

     NAV Returns  
1 Year      1.93%  
5 Years      5.20%  
10 Years      6.38%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2020 (unaudited)

 

     NAV Returns  
1 Year      1.84%  
5 Years      5.40%  
10 Years      6.40%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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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
May 1, 2020
    Ending
Account Value
October 31, 2020
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,118.50     $     0.26       0.05

Hypothetical**

  $ 1,000     $ 1,024.96     $ 0.24       0.05

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

October 31, 2020 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $5,437.5

 

 

LOGO

 

1

All data are as of October 31, 2020. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, 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

October 31, 2020 (unaudited)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 106.0%

    

Long-Term Municipal Bonds – 106.0%

    

Alabama – 2.4%

    

County of Jefferson AL Sewer Revenue
Series 2013D
6.00%, 10/01/2042

   $ 11,645     $ 13,488,404  

Infirmary Health System Special Care Facilities Financing Authority of Mobile
(Infirmary Health System Obligated Group)
Series 2016A
5.00%, 02/01/2036-02/01/2041

     10,000       11,178,900  

Jefferson County Board of Education/AL
Series 2018
5.00%, 02/01/2039-02/01/2046

     28,280       33,399,461  

Southeast Alabama Gas Supply District (The)
(Goldman Sachs Group, Inc. (The))
Series 2018A
4.00%, 04/01/2049

     13,350       14,648,554  

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Health Services, Inc.)
Series 2012
5.00%, 12/01/2031

     3,000       3,109,800  

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Obligated Group)
Series 2016A
5.00%, 12/01/2031

     10,000       10,366,000  

Tuscaloosa County Industrial Development Authority
(Hunt Refining Co.)
Series 2019A
5.25%, 05/01/2044(a)

     41,175       45,130,270  
    

 

 

 
       131,321,389  
    

 

 

 

Alaska – 0.2%

 

State of Alaska International Airports System
Series 2016B
5.00%, 10/01/2033-10/01/2034

     9,000       10,458,625  
    

 

 

 

American Samoa – 0.3%

 

American Samoa Economic Development Authority
(Territory of American Samoa)
7.125%, 09/01/2038(a)

     8,315       10,355,002  

Series 2015A
6.625%, 09/01/2035

     3,235       3,724,585  
    

 

 

 
       14,079,587  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Arizona – 1.7%

 

Arizona Industrial Development Authority
Series 20192 – Class A
3.625%, 05/20/2033

   $ 15,564     $ 16,238,572  

Arizona Industrial Development Authority
(Legacy Cares, Inc.)
Series 2020
7.75%, 07/01/2050(a)

     16,870       16,946,758  

Arizona Industrial Development Authority
(North Carolina Central University Project) BAM
5.00%, 06/01/2049-06/01/2054

     4,285       4,927,765  

Arizona Industrial Development Authority
(Pinecrest Academy of Nevada)
Series 2020A
4.00%, 07/15/2030(a)

     1,250       1,306,475  

Arizona Industrial Development Authority
(Provident Group – EMU Properties LLC)
Series 2018
5.00%, 05/01/2051

     1,100       1,101,870  

Arizona Sports & Tourism Authority
Series 2012A
5.00%, 07/01/2029

     3,670       3,857,427  

Glendale Industrial Development Authority
(Beatitudes Campus Obligated Group (The))
Series 2017
5.00%, 11/15/2036

     1,000       1,048,270  

Glendale Industrial Development Authority
(Royal Oaks Life Care Community)
Series 2016
5.00%, 05/15/2039

     2,700       2,813,589  

Industrial Development Authority of the City of Phoenix (The)
(GreatHearts Arizona Obligated Group)
Series 2014
5.00%, 07/01/2044

     3,875       4,081,809  

Industrial Development Authority of the County of Pima (The)
(Edkey, Inc. Obligated Group)
5.00%, 07/01/2049-07/01/2055(a)(b)

     10,590       10,515,112  

Maricopa County Industrial Development Authority
(Benjamin Franklin Charter School Ltd.)
Series 2018A
6.00%, 07/01/2052(a)

     19,500       21,927,165  

Quechan Indian Tribe of Fort Yuma
Series 2012A
9.75%, 05/01/2025

     60       63,056  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Salt Verde Financial Corp.
(Citigroup, Inc.)
Series 2007
5.00%, 12/01/2037

   $ 2,010     $ 2,684,998  

Tempe Industrial Development Authority
(Friendship Village of Tempe)
5.00%, 12/01/2054

     1,185       1,152,827  

Tempe Industrial Development Authority
(Mirabella at ASU, Inc.)
Series 2017A
6.125%, 10/01/2047(a)

     1,065       1,093,553  
    

 

 

 
       89,759,246  
    

 

 

 

Arkansas – 0.6%

 

Arkansas Development Finance Authority
(Baptist Memorial Health Care Obligated Group)
5.00%, 09/01/2044

     12,500       14,810,625  

Arkansas Development Finance Authority
(Big River Steel LLC)
4.50%, 09/01/2049(a)

     20,000       20,006,400  
    

 

 

 
       34,817,025  
    

 

 

 

California – 7.3%

 

Abag Finance Authority for Nonprofit Corps.
(Covia Communities)
Series 2011
6.125%, 07/01/2041

     100       101,508  

Alameda Corridor Transportation Authority
Series 2016B
5.00%, 10/01/2034-10/01/2037

     26,130       30,176,608  

Anaheim Public Financing Authority
(City of Anaheim CA Lease)
Series 2014A
5.00%, 05/01/2031

     1,460       1,614,278  

Bay Area Toll Authority
Series 2013S
5.00%, 04/01/2027 (Pre-refunded/ETM)

     1,000       1,114,620  

California Educational Facilities Authority
(Chapman University)
Series 2015
5.00%, 04/01/2033-04/01/2034

     8,210       9,463,552  

California Educational Facilities Authority
(Loma Linda University)
Series 2017A
5.00%, 04/01/2031-04/01/2042

     2,000       2,285,810  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Educational Facilities Authority
(University of the Pacific)
Series 2012A
5.00%, 11/01/2042

   $ 100     $ 103,181  

California Health Facilities Financing Authority
(Children’s Hospital Los Angeles)
Series 2017A
5.00%, 08/15/2037

     1,700       1,981,214  

California Health Facilities Financing Authority
(CommonSpirit Health)
Series 2020A
4.00%, 04/01/2044-04/01/2049

     22,500       24,777,500  

California Housing Finance
Series 20192
4.00%, 03/20/2033

     15,162       16,665,319  

California Infrastructure & Economic Development Bank
(Equitable School Revolving Fund LLC Obligated Group)
Series 2020B
4.00%, 11/01/2045-11/01/2050

     1,710       1,930,243  

California Municipal Finance Authority
(CHF-Riverside II LLC)
5.00%, 05/15/2039-05/15/2040

     3,030       3,577,067  

California Municipal Finance Authority
(Goodwill Industries of Sacramento Valley & Northern Nevada, Inc.)
Series 2012A
6.625%, 01/01/2032(a)

     1,000       1,014,350  

Series 2014
5.00%, 01/01/2035

     1,085       1,029,622  

California Municipal Finance Authority
(LAX Integrated Express Solutions LLC)
Series 2018A
5.00%, 12/31/2043

     3,625       4,129,600  

California Municipal Finance Authority
(Partnerships to Uplift Communities Lakeview Terrace and Los Angeles Project)
Series 2012A
5.30%, 08/01/2047

     1,025       1,044,567  

California Municipal Finance Authority
(Rocketship Education Obligated Group)
Series 2014A
7.00%, 06/01/2034

     1,200       1,305,492  

7.25%, 06/01/2043

     2,075       2,256,542  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Municipal Finance Authority
(Rocketship Seven-Alma Academy)
Series 2012A
6.25%, 06/01/2043

   $ 710     $ 739,678  

California Pollution Control Financing Authority
(Poseidon Resources Channelside LP)
Series 2012
5.00%, 11/21/2045(a)

     4,675       4,845,263  

California Pollution Control Financing Authority
(Rialto Bioenergy Facility LLC)
7.50%, 12/01/2040(a)

     785       758,153  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018A
5.00%, 06/01/2056(a)

     8,850       9,330,997  

California School Finance Authority
(Partnerships to Uplift Communities Valley Project)
Series 2014A
6.40%, 08/01/2034(a)

     3,000       3,271,170  

California Statewide Communities Development Authority
Series 2012A
6.00%, 10/01/2047 (Pre-refunded/ETM)

     250       276,880  

California Statewide Communities Development Authority
(Eskaton Properties, Inc. Obligated Group)
Series 2012
5.25%, 11/15/2034

     530       548,889  

California Statewide Communities Development Authority
(Loma Linda University Medical Center)
5.25%, 12/01/2038-12/01/2048(a)

     7,440       8,345,647  

Series 2016A
5.00%, 12/01/2041(a)

     6,160       6,727,767  

5.25%, 12/01/2056(a)

     12,590       13,846,230  

Series 2018A
5.00%, 12/01/2033(a)

     1,350       1,539,513  

5.50%, 12/01/2058(a)

     17,615       19,907,416  

California Statewide Communities Development Authority
(Moldaw Residences)
Series 2014A
5.25%, 11/01/2044(a)

     1,200       1,233,888  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Statewide Communities Development Authority
(Rocketship Four-Mosaic Elementary)
Series 2011A
8.50%, 12/01/2041

   $ 100     $ 106,238  

California Statewide Communities Development Authority
(Rocklin Academy (The))
Series 2011A
8.25%, 06/01/2041

     140       144,248  

City of Los Angeles Department of Airports
5.00%, 05/15/2036-05/15/2044(c)

     25,415       30,886,190  

City of Roseville CA
(HP Campus Oaks Community Facilities District No. 1)
Series 2016
5.50%, 09/01/2046

     1,000       1,126,540  

City of San Buenaventura CA
(Community Memorial Health System)
Series 2011
7.50%, 12/01/2041

     100       104,426  

Golden State Tobacco Securitization Corp.
Series 2018A
5.00%, 06/01/2047

     82,290       84,631,974  

5.25%, 06/01/2047

     2,400       2,472,624  

Hastings Campus Housing Finance Authority
Series 2020A
5.00%, 07/01/2061

     24,625       25,191,867  

M-S-R Energy Authority
(Citigroup, Inc.)
Series 2009B
6.50%, 11/01/2039

     17,685       27,515,030  

Oakland Unified School District/Alameda County
Series 2015A
5.00%, 08/01/2030-08/01/2040

     6,215       7,186,178  

Palomar Health
(Palomar Health Obligated Group)
Series 2016
5.00%, 11/01/2039

     3,990       4,494,735  

Series 2017
5.00%, 11/01/2042

     3,375       3,789,214  

San Francisco City & County Airport Comm
Series 2020E
5.00%, 05/01/2037-05/01/2038(c)

     19,525       23,944,718  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

San Francisco City & County Redevelopment Agency Successor Agency
(Mission Bay South Public Imp)
Series 2013A
5.00%, 08/01/2031

   $ 1,000     $ 1,056,050  

San Francisco Intl Airport
Series 2020E
4.00%, 05/01/2039

     2,000       2,245,040  

San Joaquin Hills Transportation Corridor Agency
Series 2014A
5.00%, 01/15/2044

     1,450       1,592,622  

Series 2014B
5.25%, 01/15/2044

     1,000       1,100,710  

Southern California Logistics Airport Authority
XLCA Series 2006
5.00%, 12/01/2036-12/01/2043

     1,685       1,685,272  

Tobacco Securitization Authority of Southern California
Zero Coupon, 06/01/2054

     10,480       1,794,490  

5.00%, 06/01/2039

     1,555       1,958,134  
    

 

 

 
       398,968,864  
    

 

 

 

Colorado – 2.4%

 

Centerra Metropolitan District No. 1
Series 2017
5.00%, 12/01/2037(a)

     5,000       5,160,200  

City & County of Denver CO
(United Airlines, Inc.)
Series 2017
5.00%, 10/01/2032

     645       653,192  

City & County of Denver CO Airport System Revenue
(Denver Intl Airport)
Series 2018A
5.00%, 12/01/2031

     7,180       8,814,886  

Colorado Health Facilities Authority
(CommonSpirit Health)
Series 2019A
4.00%, 08/01/2037-08/01/2038

     8,295       9,304,410  

5.00%, 08/01/2044(c)

     67,235       79,502,698  

Colorado Health Facilities Authority
(Parkview Medical Center, Inc. Obligated Group)
Series 2015B
5.00%, 09/01/2030

     1,150       1,306,929  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Colorado Health Facilities Authority
(Sanford Obligated Group)
Series 2019A
5.00%, 11/01/2049

   $ 7,050     $ 8,446,957  

Colorado Health Facilities Authority
(Sunny Vista Living Center)
Series 2015A
6.25%, 12/01/2050(a)

     1,000       1,001,660  

Copper Ridge Metropolitan District
5.00%, 12/01/2039-12/01/2043

     3,660       3,415,727  

Copperleaf Metropolitan District No. 2
Series 2015
5.75%, 12/01/2045

     1,000       1,034,260  

Plaza Metropolitan District No. 1
Series 2013
5.00%, 12/01/2040(a)

     1,500       1,526,610  

STC Metropolitan District No. 2
Series 2019A
5.00%, 12/01/2038-12/01/2049

     1,940       1,975,421  

Sterling Ranch Community Authority Board
(Sterling Ranch Colorado Metropolitan District No. 2)
Series 2020A
4.25%, 12/01/2050(b)

     2,250       2,305,193  

Sterling Ranch Community Authority Board
(Sterling Ranch Metropolitan District No. 2)
Series 2015A
5.75%, 12/01/2045

     1,000       1,034,260  

Sterling Ranch Community Authority Board
(Sterling Ranch Metropolitan District No. 3)
Series 2017A
5.00%, 12/01/2038-12/01/2047

     2,000       2,029,370  

Vauxmont Metropolitan District AGM
3.25%, 12/15/2050

     805       855,264  

5.00%, 12/01/2033-12/01/2050

     805       993,243  
    

 

 

 
       129,360,280  
    

 

 

 

Connecticut – 3.1%

 

City of New Haven CT
AGM Series 2019A
5.00%, 08/01/2039

     1,650       1,996,682  

Connecticut State Health & Educational Facilities Authority
(Hartford HealthCare Obligated Group)
Series 2020A
4.00%, 07/01/2036-07/01/2038

     3,850       4,388,562  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Connecticut State Health & Educational Facilities Authority
(Quinnipiac University)
Series 2015L
5.00%, 07/01/2045

   $ 5,750     $ 6,403,085  

Connecticut State Health & Educational Facilities Authority
(Sacred Heart University, Inc.)
Series 2017I-1
5.00%, 07/01/2035-07/01/2037

     2,095       2,471,890  

Connecticut State Health & Educational Facilities Authority
(Seabury Retirement Community)
Series 2016A
5.00%, 09/01/2046-09/01/2053(a)

     2,475       2,523,497  

Connecticut State Health & Educational Facilities Authority
(University of Hartford (The))
4.00%, 07/01/2044-07/01/2049

     18,035       17,155,393  

5.00%, 07/01/2033-07/01/2034

     765       832,562  

Connecticut State Health & Educational Facilities Authority
(University of New Haven, Inc.)
5.00%, 07/01/2034

     1,000       1,072,880  

Series 2018K-1
5.00%, 07/01/2028-07/01/2038

     7,090       7,590,876  

State of Connecticut
Series 2013E
5.00%, 08/15/2031(c)

     1,000       1,105,260  

Series 2015F
5.00%, 11/15/2032

     2,875       3,389,223  

Series 2016A
5.00%, 03/15/2032

     8,165       9,680,914  

Series 2016E
5.00%, 10/15/2028-10/15/2034(c)

     12,845       15,592,146  

Series 2016F
5.00%, 10/15/2031(c)

     10,205       12,321,415  

Series 2017A
5.00%, 04/15/2029-04/15/2034(c)

     27,825       33,897,770  

Series 2018A
5.00%, 04/15/2034-04/15/2037

     7,930       9,673,142  

Series 2018C
5.00%, 06/15/2031-06/15/2038

     7,490       9,255,205  

Series 2018E
5.00%, 09/15/2037

     1,035       1,264,087  

Series 2020A
5.00%, 01/15/2040

     8,300       10,312,999  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2020C
4.00%, 06/01/2035-06/01/2038

   $ 3,775     $ 4,395,791  

State of Connecticut Special Tax Revenue
5.00%, 05/01/2038-05/01/2040

     4,530       5,668,961  

Series 2012
5.00%, 01/01/2031

     5,000       5,441,200  
    

 

 

 
       166,433,540  
    

 

 

 

Delaware – 0.1%

 

Delaware State Economic Development Authority
(Delaware Military Academy, Inc.)
Series 2014
5.00%, 09/01/2044-09/01/2049

     2,440       2,555,340  

Delaware State Economic Development Authority
(Newark Charter School, Inc.)
5.00%, 09/01/2050

     1,125       1,300,185  

Series 2012
5.00%, 09/01/2042

     1,310       1,348,252  
    

 

 

 
       5,203,777  
    

 

 

 

District of Columbia – 0.5%

 

District of Columbia
(Friendship Public Charter School, Inc.)
Series 2012
5.00%, 06/01/2042

     1,420       1,475,806  

Series 2016A
5.00%, 06/01/2041-06/01/2046

     1,900       2,076,344  

District of Columbia
(KIPP DC Obligated Group)
Series 2017A
5.00%, 07/01/2042-07/01/2048

     8,580       9,727,944  

Series 2017B
5.00%, 07/01/2037

     1,465       1,694,199  

Metropolitan Washington Airports Authority
Series 2016A
5.00%, 10/01/2035

     500       585,905  

Series 2018A
5.00%, 10/01/2048

     7,400       8,652,154  

Series 2020A
4.00%, 10/01/2035-10/01/2039

     3,750       4,258,630  
    

 

 

 
       28,470,982  
    

 

 

 

Florida – 6.9%

 

Alachua County Health Facilities Authority
(Oak Hammock at the University of Florida, Inc.)
Series 2012A
8.00%, 10/01/2046

     435       473,824  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Alachua County Health Facilities Authority
(Shands Teaching Hospital & Clinics Obligated Group)
Series 2014A
5.00%, 12/01/2044

   $ 1,000     $ 1,131,120  

Bexley Community Development District
Series 2016
4.875%, 05/01/2047

     1,000       1,035,790  

Cape Coral Health Facilities Authority
(Gulf Care, Inc. Obligated Group)
Series 2015
5.875%, 07/01/2040(a)

     1,400       1,387,792  

6.00%, 07/01/2045-07/01/2050(a)

     4,015       3,978,532  

Capital Projects Finance Authority/FL
(CAPFA Capital Corp. 2000F)
Series 2020A
5.00%, 10/01/2026-10/01/2033

     5,700       6,395,688  

Capital Trust Agency, Inc.
(Aviva Senior Life)
Series 2017
5.00%, 07/01/2046(a)

     1,300       1,294,319  

Capital Trust Agency, Inc.
(Team Success A School of Excellence, Inc.)
5.00%, 06/01/2045-06/01/2055(a)

     3,865       3,805,109  

City of Jacksonville FL
(Genesis Health, Inc. Obligated Group)
4.00%, 11/01/2039-11/01/2045

     11,325       12,419,824  

5.00%, 11/01/2050

     8,230       9,577,333  

City of Lakeland FL
(Florida Southern College)
Series 2012A
5.00%, 09/01/2037-09/01/2042

     2,350       2,432,216  

City of Lakeland FL
(Lakeland Regional Health Systems Obligated Group)
Series 2015
5.00%, 11/15/2040

     5,610       6,321,124  

City of South Miami Health Facilities Authority, Inc.
(Baptist Health South Florida Obligated Group)
Series 2017
5.00%, 08/15/2037-08/15/2047(c)

     14,530       17,088,931  

City of Tallahassee FL
(Tallahassee Memorial HealthCare, Inc.)
5.00%, 12/01/2055

     3,535       3,867,820  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2015A
5.00%, 12/01/2044

   $ 1,200     $ 1,308,852  

City of Tampa FL
(State of Florida Cigarette Tax Revenue)
Series 2020A
Zero Coupon, 09/01/2036-09/01/2049

     6,580       2,998,167  

County of Broward FL Airport System Revenue
Series 2019A
4.00%, 10/01/2044

     2,170       2,387,564  

5.00%, 10/01/2038-10/01/2044

     6,095       7,344,752  

County of Broward FL Airport System Revenue
(Fort Lauderdale Hollywood Intl Airport)
5.00%, 10/01/2042-10/01/2047

     7,880       9,122,404  

County of Lake FL
(Waterman Communities, Inc.)
5.75%, 08/15/2050-08/15/2055

     8,105       8,287,836  

County of Miami-Dade FL Aviation Revenue
Series 2014A
5.00%, 10/01/2033(c)

     10,000       11,184,700  

Series 2015A
5.00%, 10/01/2031

     1,100       1,258,015  

Series 2017B
5.00%, 10/01/2040

     9,025       10,444,452  

County of Osceola FL Transportation Revenue
Series 2020A
Zero Coupon, 10/01/2035-10/01/2039

     6,045       3,480,844  

County of Palm Beach FL
(Provident Group-PBAU Properties LLC)
5.00%, 04/01/2039-04/01/2051(a)

     4,030       3,897,294  

Florida Development Finance Corp.
(Mater Academy, Inc.)
Series 2020A
5.00%, 06/15/2040-06/15/2055

     8,150       9,030,168  

Florida Development Finance Corp.
(Mayflower Retirement Center, Inc. Obligated Group)
5.25%, 06/01/2050-06/01/2055(a)(b)

     10,500       10,671,405  

Florida Higher Educational Facilities Financial Authority
(Florida Institute of Technology, Inc.)
4.00%, 10/01/2037

     1,000       1,010,440  

Florida Higher Educational Facilities Financial Authority
(Ringling College of Art & Design, Inc.)
5.00%, 03/01/2044-03/01/2049

     7,965       8,451,985  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Greater Orlando Aviation Authority
5.00%, 10/01/2034-10/01/2044(c)

   $ 15,000     $ 17,957,880  

Series 2017A
5.00%, 10/01/2031-10/01/2036(c)

     15,500       18,297,639  

Series 2019A
5.00%, 10/01/2036-10/01/2054(c)

     13,500       16,153,565  

Highlands County Health Facilities Authority
(Trousdale Foundation Obligated Group)
6.00%, 04/01/2038

     1,530       676,994  

6.25%, 04/01/2049

     1,820       804,622  

Lakewood Ranch Stewardship District
Series 2018
5.30%, 05/01/2039

     1,000       1,089,090  

5.45%, 05/01/2048

     1,525       1,674,282  

Manatee County School District
(Manatee County School District Sales Tax)
AGM Series 2017
5.00%, 10/01/2030

     2,700       3,291,192  

Marshall Creek Community Development District
(Marshall Creek Community Development District 2015A)
Series 2015A
5.00%, 05/01/2032

     1,655       1,726,827  

Martin County Health Facilities Authority
Series 2012
5.50%, 11/15/2042 (Pre-refunded/ETM)

     1,350       1,422,657  

Martin County Industrial Development Authority
(Indiantown Cogeneration LP)
Series 2013
4.20%, 12/15/2025(a)

     13,155       13,161,841  

Miami Beach Health Facilities Authority
(Mount Sinai Medical Center of Florida, Inc.)
Series 2012
5.00%, 11/15/2029

     2,885       3,044,396  

Series 2014
5.00%, 11/15/2039

     2,000       2,191,340  

Miami-Dade County Expressway Authority
Series 2014A
5.00%, 07/01/2034

     4,000       4,461,960  

Mid-Bay Bridge Authority
Series 2015A
5.00%, 10/01/2028-10/01/2040

     3,600       4,068,668  

Series 2015C
5.00%, 10/01/2035-10/01/2040

     2,750       3,052,785  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

North Broward Hospital District
Series 2017B
5.00%, 01/01/2037-01/01/2048

   $ 21,590     $ 24,315,179  

Palm Beach County Health Facilities Authority
(ACTS Retirement-Life Communities, Inc. Obligated Group)
Series 2020B
5.00%, 11/15/2042

     1,000       1,167,040  

Palm Beach County Health Facilities Authority
(Federation CCRC Operations Corp. Obligated Group)
2.625%, 06/01/2025

     2,045       2,043,671  

5.00%, 06/01/2055

     2,880       2,965,910  

Pinellas County Industrial Development Authority
5.00%, 07/01/2039

     1,955       2,197,870  

Polk County Industrial Development Authority
(Mineral Development LLC)
5.875%, 01/01/2033(a)

     4,000       4,003,440  

St. Johns County Industrial Development Authority
(Presbyterian Retirement Communities, Inc. Obligated Group)
4.00%, 08/01/2055(b)

     5,300       5,596,058  

Tampa Florida Hospitals
5.00%, 07/01/2050(c)

     18,325       22,107,646  

Town of Davie FL
Series 2013A
5.625%, 04/01/2043 (Pre-refunded/ETM)

     3,765       4,244,322  

Town of Davie FL
(Nova Southeastern University, Inc.)
Series 2018
5.00%, 04/01/2048

     24,650       27,832,808  

Village Community Development District No. 13
3.00%, 05/01/2029

     1,000       1,031,800  

3.375%, 05/01/2034

     1,500       1,554,150  

3.50%, 05/01/2051(a)

     5,000       5,009,800  

3.55%, 05/01/2039

     2,615       2,692,587  

3.70%, 05/01/2050

     10,000       10,219,600  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Volusia County School Board
(Volusia County School Board COP)
Series 2014B
5.00%, 08/01/2031

   $ 1,625     $ 1,862,494  
    

 

 

 
       374,008,413  
    

 

 

 

Georgia – 1.9%

 

Cedartown Polk County Hospital Authority
(Floyd Obligated Group)
Series 2016
5.00%, 07/01/2039

     4,000       4,480,640  

City of Atlanta GA Department of Aviation
Series 2012A
5.00%, 01/01/2031

     1,390       1,453,787  

Series 2014A
5.00%, 01/01/2033

     1,820       2,031,539  

Clarke County Hospital Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 07/01/2031(c)

     2,500       2,960,325  

Development Authority for Fulton County
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016A
5.00%, 07/01/2032(c)

     2,000       2,357,920  

Development Authority of Gwinnett County
(Board of Regents of the University System of Georgia Lease)
Series 2017A
5.00%, 07/01/2032-07/01/2037(c)

     10,855       12,778,506  

Fayette County Hospital Authority/GA
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 07/01/2034-07/01/2036(c)

     10,710       12,518,212  

Glynn-Brunswick Memorial Hospital Authority
(Southeast Georgia Health System Obligated Group)
Series 2017
5.00%, 08/01/2043-08/01/2047

     12,680       14,366,676  

Main Street Natural Gas, Inc.
(Royal Bank of Canada)
Series 2018A
4.00%, 04/01/2048

     16,200       17,660,916  

Series 2018C
4.00%, 08/01/2048

     12,245       13,435,581  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Municipal Electric Authority of Georgia
5.00%, 01/01/2038-01/01/2059

   $ 16,960     $ 20,061,765  
    

 

 

 
       104,105,867  
    

 

 

 

Guam – 1.0%

 

Guam Government Waterworks Authority
Series 2020A
5.00%, 01/01/2050

     3,925       4,685,861  

Territory of Guam
5.00%, 11/15/2031

     2,165       2,299,988  

Territory of Guam
(Guam Section 30 Income Tax)
Series 2016A
5.00%, 12/01/2029-12/01/2032

     9,015       10,243,362  

Territory of Guam
(Territory of Guam Business Privilege Tax)
Series 2011A
5.125%, 01/01/2042

     6,420       6,596,101  

Series 2015D
5.00%, 11/15/2032-11/15/2035

     25,505       28,297,061  
    

 

 

 
       52,122,373  
    

 

 

 

Idaho – 0.0%

 

Idaho Housing & Finance Association
(Battelle Energy Alliance LLC)
Series 2010A
7.00%, 02/01/2036

     200       201,790  
    

 

 

 

Illinois – 11.0%

 

Chicago Board of Education
Series 2012A
5.00%, 12/01/2042

     5,630       5,697,278  

Series 2015C
5.25%, 12/01/2035-12/01/2039

     10,315       10,873,932  

Series 2015E
5.125%, 12/01/2032

     1,000       1,061,620  

Series 2016A
7.00%, 12/01/2044

     1,400       1,647,940  

Series 2016B
6.50%, 12/01/2046

     1,900       2,216,863  

Series 2017G
5.00%, 12/01/2034

     4,150       4,489,844  

Series 2017H
5.00%, 12/01/2036-12/01/2046

     5,795       6,118,389  

Series 2018A
5.00%, 12/01/2026-12/01/2028

     17,705       19,799,681  

Series 2019A
5.00%, 12/01/2029-12/01/2030

     6,070       6,767,193  

 

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AB MUNICIPAL INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2019B
5.00%, 12/01/2030-12/01/2033

   $ 3,100     $ 3,420,619  

Chicago O’Hare International Airport
Series 2015C
5.00%, 01/01/2034

     1,665       1,891,440  

Series 2016B
5.00%, 01/01/2034(c)

     5,000       5,736,200  

Series 2016C
5.00%, 01/01/2035-01/01/2038(c)

     9,250       10,532,769  

Series 2017B
5.00%, 01/01/2035-01/01/2037(c)

     33,445       38,840,285  

Series 2018B
5.00%, 01/01/2053

     6,000       6,995,400  

Chicago O’Hare International Airport
(TrIPs Obligated Group)
Series 2018
5.00%, 07/01/2033-07/01/2048

     7,145       8,032,650  

Chicago Transit Authority
Series 2011
5.25%, 12/01/2023 (Pre-refunded/ETM)

     4,285       4,515,919  

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
Series 2020A
4.00%, 12/01/2050(c)

     12,340       13,265,006  

5.00%, 12/01/2055(c)

     6,000       7,000,500  

Chicago Transit Authority Sales Tax Receipts Fund
Series 2020A
5.00%, 12/01/2045(c)

     5,000       5,898,350  

City of Chicago IL
(Goldblatts Supportive Living Project)
Series 2013
6.375%, 12/01/2052

     1,050       718,326  

Illinois Finance Authority
(Ascension Health Credit Group)
Series 2016C
5.00%, 02/15/2041

     2,835       3,365,173  

Illinois Finance Authority
(Illinois Institute of Technology)
4.00%, 09/01/2035-09/01/2041

     4,280       4,341,836  

5.00%, 09/01/2036-09/01/2040

     3,495       3,826,502  

Illinois Finance Authority
(Lake Forest College)
Series 2012A
6.00%, 10/01/2048

     400       411,904  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois Finance Authority
(Park Place of Elmhurst Obligated Group)
Series 2016A
6.20%, 05/15/2030

   $ 1,079     $ 916,938  

6.33%, 05/15/2048

     829       704,438  

6.44%, 05/15/2055

     1,998       1,697,875  

Series 2016C
2.00%, 05/15/2055(d)(e)

     609       30,450  

Illinois Finance Authority
(Plymouth Place, Inc.)
Series 2013
6.00%, 05/15/2043

     3,500       3,747,345  

Series 2015
5.25%, 05/15/2050

     2,000       2,038,680  

Illinois Finance Authority
(Rosalind Franklin University of Medicine & Science)
Series 2017A
5.00%, 08/01/2042-08/01/2047

     3,000       3,243,710  

Series 2017C
5.00%, 08/01/2046

     1,000       1,079,550  

Illinois Finance Authority
(Silver Cross Hospital Obligated Group)
Series 2015C
5.00%, 08/15/2035

     4,750       5,349,450  

Illinois State Toll Highway Authority
Series 2015A
5.00%, 01/01/2031-01/01/2032

     3,125       3,687,688  

Series 2015B
5.00%, 01/01/2036

     2,850       3,356,873  

Series 2016A
5.00%, 12/01/2032

     7,000       8,341,130  

Series 2016B
5.00%, 01/01/2041

     3,450       4,068,137  

Metropolitan Pier & Exposition Authority
5.00%, 06/15/2050

     47,375       51,960,900  

Series 2012
Zero Coupon, 12/15/2041-12/15/2051

     20,785       6,592,418  

Series 2015B
5.00%, 12/15/2045

     13,300       14,136,437  

Series 2017B
Zero Coupon, 12/15/2054

     9,850       2,088,200  

State of Illinois
5.00%, 11/01/2032

     5,245       5,508,037  

5.50%, 05/01/2030

     2,750       3,142,783  

5.75%, 05/01/2045

     2,500       2,768,375  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2012
5.00%, 08/01/2025

   $ 1,300     $ 1,347,957  

Series 2014
5.00%, 05/01/2023-05/01/2031

     14,800       15,547,807  

Series 2016
5.00%, 01/01/2022-11/01/2035

     38,595       41,478,820  

Series 2017A
5.00%, 12/01/2025-12/01/2034

     14,795       16,044,978  

Series 2017C
5.00%, 11/01/2029

     29,335       31,367,915  

Series 2017D
5.00%, 11/01/2024-11/01/2028

     73,540       79,361,370  

Series 2018A
5.00%, 10/01/2027-05/01/2030

     24,750       27,099,019  

Series 2018B
5.00%, 10/01/2026

     5,000       5,467,000  

Series 2019B
4.00%, 11/01/2036-11/01/2037

     33,295       32,410,729  

5.00%, 11/01/2030-11/01/2031

     34,700       37,515,898  

Village of Antioch IL Special Service Areas No. 1 & 2
Series 2016A
4.50%, 03/01/2033

     3,767       3,601,666  

Series 2016B
7.00%, 03/01/2033

     1,700       1,634,788  

Village of Pingree Grove IL Special Service Area No. 7
Series 2015A
4.50%, 03/01/2025

     748       762,040  

5.00%, 03/01/2036

     2,963       3,006,526  

Series 2015B
6.00%, 03/01/2036

     918       948,927  
    

 

 

 
       599,520,473  
    

 

 

 

Indiana – 1.1%

 

Indiana Finance Authority
(Baptist Healthcare System Obligated Group)
Series 2017
5.00%, 08/15/2051

     3,905       4,420,538  

Indiana Finance Authority
(Bethany Circle of King’s Daughters’ of Madison Indiana, Inc. (The))
Series 2010
5.125%, 08/15/2027

     1,000       1,002,760  

5.50%, 08/15/2045

     2,225       2,228,805  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Indiana Finance Authority
(Marquette Manor)
Series 2015A
5.00%, 03/01/2030

   $ 1,000     $ 1,075,100  

Indiana Finance Authority
(Ohio River Bridges)
Series 2013A
5.00%, 07/01/2040-07/01/2048

     10,970       11,635,399  

Indiana Finance Authority
(Ohio Valley Electric Corp.)
3.00%, 11/01/2030

     4,790       4,764,709  

Series 2020
3.00%, 11/01/2030

     6,935       6,758,088  

Series 2020A
3.00%, 11/01/2030

     7,290       7,251,509  

Indiana Finance Authority
(RES Polyflow Indiana LLC)
7.00%, 03/01/2039(a)

     22,795       21,386,497  
    

 

 

 
       60,523,405  
    

 

 

 

Iowa – 0.3%

 

Iowa Finance Authority
(Iowa Fertilizer Co. LLC)
Series 2013B
5.25%, 12/01/2050

     6,405       6,740,750  

Iowa Finance Authority
(Lifespace Communities, Inc. Obligated Group)
Series 2018A
5.00%, 05/15/2043-05/15/2048

     11,000       11,642,230  
    

 

 

 
       18,382,980  
    

 

 

 

Kansas – 0.3%

 

Overland Park Development Corp.
(City of Overland Park KS)
5.00%, 03/01/2035-03/01/2049

     13,035       13,158,951  

Wyandotte County-Kansas City Unified Government
(Wyandotte County-Kansas City Unified Government Sales Tax)
Series 2018
4.50%, 06/01/2040

     1,765       1,744,561  
    

 

 

 
       14,903,512  
    

 

 

 

Kentucky – 2.1%

 

City of Ashland KY
(Ashland Hospital Corp. Obligated Group)
4.00%, 02/01/2035

     930       981,866  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Trimble KY
(Louisville Gas and Electric Co.)
1.30%, 09/01/2044

   $ 8,500     $ 8,432,935  

Kentucky Economic Development Finance Authority
(Baptist Healthcare System Obligated Group)
Series 20202
21.68%, 08/15/2046(a)(b)

     550       941,969  

21.70%, 08/15/2041(a)(b)

     1,385       2,469,497  

21.76%, 08/15/2034-08/15/2037(a)(b)

     610       1,161,635  

21.83%, 08/15/2035(a)(b)

     615       1,178,672  

Kentucky Economic Development Finance Authority
(CommonSpirit Health)
Series 2019A
4.00%, 08/01/2038-08/01/2039

     2,135       2,386,680  

5.00%, 08/01/2044-08/01/2049(c)

     13,765       16,216,660  

Kentucky Economic Development Finance Authority
(Masonic Homes of Kentucky, Inc. Obligated Group)
Series 2012
5.375%, 11/15/2042

     1,685       1,685,118  

5.50%, 11/15/2045

     1,000       1,001,120  

Series 2016A
5.00%, 05/15/2046-05/15/2051

     3,100       2,984,474  

Kentucky Economic Development Finance Authority
(Owensboro Health, Inc. Obligated Group)
5.25%, 06/01/2050

     21,590       23,097,630  

Series 2017A
5.00%, 06/01/2031-06/01/2045

     21,375       23,347,768  

5.25%, 06/01/2041

     6,750       7,497,495  

Series 2017B
5.00%, 06/01/2040

     5,000       5,457,550  

Kentucky Economic Development Finance Authority
(Rosedale Green)
Series 2015
5.50%, 11/15/2035

     1,750       1,659,105  

5.75%, 11/15/2045

     3,350       3,091,681  

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
5.00%, 10/01/2047

     1,965       2,472,638  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016
5.00%, 10/01/2033

   $ 8,205     $ 9,614,127  

Series 2020A
5.00%, 10/01/2038

     965       1,182,945  
    

 

 

 
       116,861,565  
    

 

 

 

Louisiana – 1.8%

 

Jefferson Parish Hospital Service District No. 2
Series 2011
6.375%, 07/01/2041 (Pre-refunded/ETM)

     2,130       2,214,518  

Jefferson Sales Tax District
AGM Series 2017B
5.00%, 12/01/2034-12/01/2036

     3,400       4,111,562  

Louisiana Local Government Environmental Facilities & Community Development Auth
(St. James Place of Baton Rouge)
Series 2015A
6.00%, 11/15/2035

     2,100       2,178,225  

Louisiana Local Government Environmental Facilities & Community Development Auth
(Woman’s Hospital Foundation)
Series 2017
5.00%, 10/01/2034-10/01/2044(c)

     27,600       32,644,695  

Louisiana Public Facilities Authority
Series 2016
5.00%, 05/15/2047 (Pre-refunded/ETM)

     10       12,379  

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B
10.50%, 07/01/2039(d)(f)

     2,750       28  

Series 2014A
7.50%, 07/01/2023(d)(f)

     1,250       13  

Louisiana Public Facilities Authority
(Louisiana State University & Agricultural & Mechanical College Auxiliary Revenue)
5.00%, 07/01/2059

     10,270       11,760,999  

Louisiana Public Facilities Authority
(Louisiana State University & Agricultural & Mechanical College Lease)
Series 2017
5.00%, 07/01/2042-07/01/2057

     17,565       19,688,027  

New Orleans Aviation Board
Series 2017B
5.00%, 01/01/2043

     1,000       1,123,440  

Parish of St. James LA
(NuStar Logistics LP)
Series 20202
6.35%, 07/01/2040-10/01/2040(a)

     7,375       8,723,150  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Parish of St. John the Baptist LA
(Marathon Oil Corp.)
2.00%, 06/01/2037

   $ 4,855     $ 4,864,079  

2.10%, 06/01/2037

     2,465       2,473,627  

2.20%, 06/01/2037

     3,700       3,701,924  

Port New Orleans Board of Commissioners
Series 2013B
5.00%, 04/01/2029 (Pre-refunded/ETM)

     540       596,511  

5.00%, 04/01/2031 (Pre-refunded/ETM)

     1,000       1,104,650  
    

 

 

 
       95,197,827  
    

 

 

 

Maine – 0.4%

 

Finance Authority of Maine
(Casella Waste Systems, Inc.)
Series 2017
5.25%, 01/01/2025(a)

     4,630       5,106,936  

Series 2018R-2
4.375%, 08/01/2035(a)

     1,700       1,832,226  

Maine Health & Higher Educational Facilities Authority
(Maine Medical Center)
Series 2018A
5.00%, 07/01/2043-07/01/2048

     9,620       11,387,495  

Maine Health & Higher Educational Facilities Authority
(MaineGeneral Health Obligated Group)
Series 2011
7.50%, 07/01/2032

     1,000       1,028,690  
    

 

 

 
       19,355,347  
    

 

 

 

Maryland – 1.7%

 

City of Baltimore MD
(Baltimore Hotel Corp.)
5.00%, 09/01/2042

     8,575       7,460,936  

Series 2017
5.00%, 09/01/2033-09/01/2036

     3,250       2,868,475  

City of Baltimore MD
(East Baltimore Research Park Project)
Series 2017A
5.00%, 09/01/2038

     1,000       1,046,400  

City of Baltimore MD
(Harbor Point Special Taxing District)
3.625%, 06/01/2046(a)

     1,750       1,622,950  

Series 2019B
3.875%, 06/01/2046(a)

     300       280,992  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Frederick MD
(County of Frederick MD Urbana Community Development Authority)
Series 2020C
4.00%, 07/01/2050(b)

   $ 2,615     $ 2,559,274  

Maryland Health & Higher Educational Facilities Authority
(Meritus Medical Center Obligated Group)
Series 2015
5.00%, 07/01/2031

     3,245       3,706,244  

Maryland Health & Higher Educational Facilities Authority
(Peninsula Regional Health System Obligated Group)
4.00%, 07/01/2036-07/01/2040

     9,880       11,153,327  

5.00%, 07/01/2046

     22,040       26,477,534  

Maryland Health & Higher Educational Facilities Authority
(UPMC Obligated Group)
Series 2020B
4.00%, 04/15/2036-04/15/2040(c)

     16,530       36,970,957  
    

 

 

 
       94,147,089  
    

 

 

 

Massachusetts – 0.7%

 

Massachusetts Development Finance Agency
(Emerson College)
Series 2016A
5.00%, 01/01/2047

     2,220       2,462,357  

Series 2017A
5.00%, 01/01/2040

     670       764,235  

Massachusetts Development Finance Agency
(Emmanuel College/MA)
Series 2016A
5.00%, 10/01/2043

     1,760       1,936,722  

Massachusetts Development Finance Agency
(Merrimack College)
Series 2012A
5.25%, 07/01/2042

     5,000       5,138,150  

Massachusetts Development Finance Agency
(Simmons University)
Series 2018L
5.00%, 10/01/2034-10/01/2035

     2,360       2,773,500  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Massachusetts Development Finance Agency
(South Shore Hospital, Inc.)
Series 2016I
5.00%, 07/01/2031-07/01/2041

   $ 3,850     $ 4,371,954  

Massachusetts Development Finance Agency
(UMass Memorial Health Care Obligated Group)
Series 2016
5.00%, 07/01/2041-07/01/2046

     3,980       4,517,394  

Massachusetts Development Finance Agency
(Wellforce Obligated Group)
Series 2013G
5.00%, 07/01/2037

     2,550       2,705,499  

AGM Series 2019A
5.00%, 07/01/2036

     1,000       1,179,150  

Massachusetts Development Finance Agency
(Zero Waste Solutions LLC)
Series 2017
8.00%, 12/01/2022(a)

     10,525       8,982,351  

Series 2017A
7.75%, 12/01/2044(a)

     4,495       3,806,591  
    

 

 

 
       38,637,903  
    

 

 

 

Michigan – 2.5%

 

City of Detroit MI
5.00%, 04/01/2033-04/01/2038

     4,385       4,697,425  

5.50%, 04/01/2045-04/01/2050

     3,860       4,304,402  

City of Detroit MI Sewage Disposal System Revenue
Series 2012A
5.00%, 07/01/2032 (Pre-refunded/ETM)

     4,400       4,746,236  

5.25%, 07/01/2039 (Pre-refunded/ETM)

     4,825       5,224,655  

City of Detroit MI Water Supply System Revenue
Series 2011C
5.00%, 07/01/2041 (Pre-refunded/ETM)

     1,060       1,093,666  

Detroit City School District
Series 2012A
5.00%, 05/01/2031

     120       127,846  

Grand Rapids Economic Development Corp.
(Beacon Hill at Eastgate)
Series 2017A
5.00%, 11/01/2032-11/01/2037

     1,655       1,705,375  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Great Lakes Water Authority Water Supply System Revenue
Series 2016A
5.00%, 07/01/2046

   $ 1,025     $ 1,199,578  

Series 2016D
5.00%, 07/01/2036

     25,210       30,057,379  

Kalamazoo Economic Development Corp.
(Heritage Community of Kalamazoo Obligated Group)
5.00%, 05/15/2037-05/15/2055

     7,960       8,333,081  

Kalamazoo Hospital Finance Authority
(Bronson Healthcare Group Obligated Group)
Series 2016
4.00%, 05/15/2031-05/15/2036(c)

     20,100       22,150,698  

Michigan Finance Authority
Series 2014
5.00%, 06/01/2034 (Pre-refunded/ETM)

     2,000       2,322,600  

Michigan Finance Authority
(Great Lakes Water Authority Water Supply System Revenue)
Series 2014D4
5.00%, 07/01/2029-07/01/2034

     2,100       2,404,644  

Series 2015D-1
5.00%, 07/01/2034

     2,000       2,350,820  

Series 2015D-2
5.00%, 07/01/2034

     3,400       3,971,098  

Michigan Finance Authority
(Henry Ford Health System Obligated Group)
Series 2016
5.00%, 11/15/2032

     3,850       4,608,334  

Series 2019A
5.00%, 11/15/2048

     6,635       8,005,857  

Michigan Finance Authority
(Michigan Finance Authority Tobacco Settlement Revenue)
Series 2020A
4.00%, 06/01/2049(b)

     5,000       5,436,500  

Series 2020B
Zero Coupon, 06/01/2065

     16,665       1,897,477  

Michigan Finance Authority
(Public Lighting Authority)
Series 2014B
5.00%, 07/01/2031-07/01/2033

     7,950       8,623,447  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Michigan Strategic Fund
(Michigan Strategic Fund – I 75 Improvement Project)
Series 2018
5.00%, 06/30/2048

   $ 8,600     $ 9,740,618  

Wayne State University
Series 2018A
5.00%, 11/15/2043

     4,000       4,804,240  
    

 

 

 
       137,805,976  
    

 

 

 

Minnesota – 0.2%

 

City of Wayzata MN
(Wayzata Bay Senior Housing, Inc.)
5.00%, 08/01/2054

     1,000       1,039,360  

Duluth Economic Development Authority
(Essentia Health Obligated Group)
Series 2018A
5.00%, 02/15/2043-02/15/2048

     2,925       3,397,401  

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Hmong College Prep Academy)
5.00%, 09/01/2040-09/01/2043

     2,455       2,788,789  

Minnesota Higher Education Facilities Authority
(St. Catherine University)
Series 2018A
5.00%, 10/01/2045

     1,900       2,159,179  
    

 

 

 
       9,384,729  
    

 

 

 

Mississippi – 0.4%

 

Mississippi Hospital Equipment & Facilities Authority
(Baptist Memorial Health Care Obligated Group)
Series 2016A
5.00%, 09/01/2036-09/01/2046

     15,900       18,024,689  

Mississippi Hospital Equipment & Facilities Authority
(Forrest General Hospital, Inc.)
4.00%, 01/01/2037

     720       822,514  

5.00%, 01/01/2035

     1,230       1,536,270  
    

 

 

 
       20,383,473  
    

 

 

 

Missouri – 1.4%

 

Cape Girardeau County Industrial Development Authority
(SoutheastHEALTH Obligated Group)
Series 2017A
5.00%, 03/01/2036

     2,925       3,145,282  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Health & Educational Facilities Authority of the State of Missouri
(Lutheran Senior Services Obligated Group)
Series 2016A
5.00%, 02/01/2046

   $ 1,000     $ 1,088,740  

Series 2019I
4.00%, 02/01/2042-02/01/2048

     37,870       38,776,516  

5.00%, 02/01/2042-02/01/2048

     3,220       3,652,012  

Kansas City Industrial Development Authority
5.00%, 07/01/2040(a)

     3,155       2,964,722  

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)
Series 2016
5.75%, 11/15/2036(a)

     1,460       511,730  

6.00%, 11/15/2046-11/15/2051(g)

     8,365       2,931,932  

Lee’s Summit Industrial Development Authority
(John Knox Village Obligated Group)
Series 2014A
5.25%, 08/15/2039

     620       635,103  

Series 2016A
5.00%, 08/15/2036-08/15/2046

     3,060       3,124,375  

Series 2018
5.00%, 08/15/2042

     6,940       7,101,147  

Missouri Joint Municipal Electric Utility Commission
Series 2014
5.00%, 01/01/2031

     3,240       3,723,246  

St. Louis County Industrial Development Authority
(St. Andrews Resources for Seniors Obligated Group)
Series 2015A
5.00%, 12/01/2035

     2,000       1,956,420  

5.125%, 12/01/2045

     4,500       4,265,820  
    

 

 

 
       73,877,045  
    

 

 

 

Montana – 0.0%

 

Montana Facility Finance Authority
(Benefis Health System Obligated Group)
Series 2016
5.00%, 02/15/2034

     1,085       1,289,099  
    

 

 

 

Nebraska – 0.5%

 

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The))
Series 2012
5.00%, 09/01/2032-09/01/2042

     2,975       3,187,147  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2017A
5.00%, 09/01/2034-09/01/2037

   $ 19,955     $ 26,692,658  
    

 

 

 
       29,879,805  
    

 

 

 

Nevada – 0.9%

 

City of Carson City NV
(Carson Tahoe Regional Healthcare)
Series 2017
5.00%, 09/01/2037-09/01/2047

     3,935       4,470,227  

City of Reno NV
(County of Washoe NV Sales Tax Revenue)
Series 2018C
Zero Coupon, 07/01/2058(a)

     25,500       3,489,165  

City of Sparks NV
(City of Sparks NV Sales Tax)
Series 2019A
2.75%, 06/15/2028(a)

     3,540       3,449,411  

Clark County School District
Series 2017C
5.00%, 06/15/2033-06/15/2035(c)

     13,410       16,235,567  

5.00%, 06/15/2036

     3,700       3,968,879  

AGM Series 2019B
3.00%, 06/15/2037

     5,185       5,458,924  

Las Vegas Redevelopment Agency
Series 2016
5.00%, 06/15/2040

     1,800       2,006,892  

State of Nevada Department of Business & Industry
(Fulcrum Sierra Biofuels LLC)
Series 2018
6.95%, 02/15/2038(a)

     1,890       1,919,182  

Tahoe-Douglas Visitors Authority
5.00%, 07/01/2040-07/01/2051(b)

     8,050       8,574,093  
    

 

 

 
       49,572,340  
    

 

 

 

New Hampshire – 0.9%

 

New Hampshire Business Finance Authority
Series 20201
4.125%, 01/20/2034

     17,317       18,854,283  

New Hampshire Business Finance Authority
(Covanta Holding Corp.)
Series 2020A
3.625%, 07/01/2043(a)

     1,960       1,927,660  

Series 2020B
3.75%, 07/01/2045(a)

     3,525       3,467,014  

New Hampshire Health and Education Facilities Authority Act
(Dartmouth-Hitchcock Obligated Group)
Series 2020A
5.00%, 08/01/2059

     15,080       21,395,353  

 

40    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Hampshire Health and Education Facilities Authority Act
(Southern New Hampshire University)
Series 2012
5.00%, 01/01/2042

   $ 2,940     $ 3,037,696  
    

 

 

 
       48,682,006  
    

 

 

 

New Jersey – 8.6%

 

New Jersey Economic Development Authority
(New Jersey Economic Development Authority State Lease)
Series 2013
5.00%, 03/01/2030

     3,455       3,665,133  

Series 2014P
5.00%, 06/15/2029

     5,000       5,454,750  

Series 2015X
5.00%, 06/15/2021

     15,920       16,331,373  

Series 2017A
5.00%, 07/01/2033

     1,640       1,819,367  

Series 2017B
5.00%, 11/01/2020

     7,505       7,505,000  

Series 2017D
5.00%, 06/15/2033-06/15/2042

     7,520       8,371,957  

Series 2018A
5.00%, 06/15/2042-06/15/2047

     5,885       6,555,083  

New Jersey Economic Development Authority
(New Jersey Transit Corp. State Lease)
4.00%, 11/01/2044

     3,450       3,554,949  

5.00%, 11/01/2033

     3,770       4,360,193  

New Jersey Economic Development Authority
(Port Newark Container Terminal LLC)
Series 2017
5.00%, 10/01/2037-10/01/2047

     10,660       11,566,361  

New Jersey Economic Development Authority
(State of New Jersey Department of the Treasury Lease)
5.00%, 06/15/2030-06/15/2037

     7,740       9,003,925  

New Jersey Economic Development Authority
(State of New Jersey Division of Property Management & Construction Lease)
Series 2018C
5.00%, 06/15/2042

     7,085       7,907,285  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(UMM Energy Partners LLC)
Series 2012A
5.125%, 06/15/2043

   $ 735     $ 769,339  

New Jersey Economic Development Authority
(United Airlines, Inc.)
Series 1999
5.25%, 09/15/2029

     8,270       8,445,407  

Series 2000B
5.625%, 11/15/2030

     1,475       1,531,050  

New Jersey Educational Facilities Authority
(Stevens Institute of Technology)
Series 2020A
4.00%, 07/01/2050

     1,805       1,888,499  

5.00%, 07/01/2045

     4,460       5,127,038  

New Jersey Health Care Facilities Financing Authority
(Hackensack Meridian Health Obligated Group)
Series 2017A
5.00%, 07/01/2035

     1,300       1,561,079  

New Jersey Health Care Facilities Financing Authority
(Inspira Health Obligated Group)
Series 2017A
5.00%, 07/01/2036-07/01/2042

     8,645       10,184,203  

New Jersey Health Care Facilities Financing Authority
(New Jersey Health Care Facilities Financing Authority State Lease)
Series 2017
5.00%, 10/01/2035

     1,070       1,175,545  

New Jersey Health Care Facilities Financing Authority
(RWJ Barnabas Health Obligated Group)
Series 2014
5.00%, 07/01/2044

     2,040       2,253,058  

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Fed Hwy Grant)
Series 2016
5.00%, 06/15/2024-06/15/2030

     45,225       52,161,237  

Series 2018A
5.00%, 06/15/2029-06/15/2031

     38,885       44,437,128  

 

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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)
5.00%, 06/15/2034-06/15/2046

   $ 8,495     $ 9,585,809  

Series 2014A
5.00%, 06/15/2038

     1,000       1,076,660  

Series 2015A
5.00%, 06/15/2045

     8,450       9,077,581  

Series 2018A
5.00%, 12/15/2030-12/15/2035

     44,405       50,752,339  

Series 2019B
4.00%, 06/15/2036-06/15/2037

     2,715       2,851,902  

5.00%, 06/15/2032

     3,480       4,011,848  

New Jersey Turnpike Authority
Series 2013A
5.00%, 01/01/2027 (Pre-refunded/ETM)

     2,500       2,696,725  

Series 2015E
5.00%, 01/01/2033-01/01/2045(c)

     15,400       17,579,268  

Series 2016A
5.00%, 01/01/2033

     6,500       7,613,645  

Series 2017A
5.00%, 01/01/2033-01/01/2034(c)

     15,000       17,831,500  

Series 2017B
5.00%, 01/01/2032-01/01/2033

     13,540       16,525,610  

Series 2019A
5.00%, 01/01/2048(c)

     11,320       13,538,494  

Tobacco Settlement Financing Corp./NJ
Series 2018A
5.00%, 06/01/2031

     1,425       1,764,791  

Series 2018B
5.00%, 06/01/2046

     85,045       96,187,596  
    

 

 

 
       466,722,727  
    

 

 

 

New Mexico – 0.2%

 

City of Santa Fe NM
(El Castillo Retirement Residences Obligated Group)
5.00%, 05/15/2039-05/15/2049

     2,180       2,281,185  

New Mexico Hospital Equipment Loan Council
(Gerald Champion Regional Medical Center)
Series 2012
5.50%, 07/01/2042

     1,060       1,113,594  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Mexico Hospital Equipment Loan Council
(Haverland Carter Lifestyle Obligated Group)
Series 2019L
5.00%, 07/01/2039-07/01/2049

   $ 6,615     $ 6,821,481  
    

 

 

 
       10,216,260  
    

 

 

 

New York – 8.0%

 

Build NYC Resource Corp.
(Albert Einstein College of Medicine, Inc.)
Series 2015
5.50%, 09/01/2045(a)

     34,700       37,198,400  

Build NYC Resource Corp.
(Metropolitan College of New York)
Series 2014
5.25%, 11/01/2034

     2,000       2,111,080  

City of New York NY
Series 2018E
5.00%, 03/01/2037-03/01/2038(c)

     17,500       20,966,675  

Series 2020A
5.00%, 08/01/2030-08/01/2033(c)

     42,875       55,860,511  

Dutchess County Local Development Corp.
(Health QuestSystems Obligated Group)
Series 2016B
5.00%, 07/01/2046

     13,520       15,061,821  

Metropolitan Transportation Authority
Series 2012F
5.00%, 11/15/2030

     2,540       2,605,811  

Series 2013D
5.00%, 11/15/2043

     2,000       2,058,880  

Series 2013E
5.00%, 11/15/2032

     4,425       4,581,379  

Series 2015B
5.00%, 11/15/2032

     3,715       3,905,988  

Series 2015D
5.00%, 11/15/2032

     5,135       5,425,436  

Series 2016A
5.00%, 11/15/2032

     3,440       3,652,007  

Series 2016C
4.00%, 11/15/2026

     1,705       1,749,944  

Series 2016D
5.00%, 11/15/2027

     1,060       1,141,917  

Series 2017C
5.00%, 11/15/2025-11/15/2029

     20,300       22,076,153  

Series 2020A
5.00%, 11/15/2047

     855       925,820  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2020C
4.75%, 11/15/2045

   $ 3,000     $ 3,174,420  

5.00%, 11/15/2050

     6,435       6,951,409  

5.25%, 11/15/2055

     2,000       2,203,180  

Series 2020D
5.00%, 11/15/2043

     5,000       5,427,050  

Monroe County Industrial Development Corp./NY
(St. Ann’s of Greater Rochester Obligated Group)
5.00%, 01/01/2050

     6,520       6,677,523  

Monroe County Industrial Development Corp./NY
(True North Rochester Prep Charter School)
5.00%, 06/01/2059(a)

     1,080       1,218,586  

Nassau County Industrial Development Agency
(Amsterdam House Continuing Care Retirement Community, Inc.)
Series 2014A
6.50%, 01/01/2032

     75       45,000  

6.70%, 01/01/2049

     444       266,419  

Series 2014B
5.50%, 07/01/2020

     57       45,939  

Series 2014C
2.00%, 01/01/2049(d)(e)

     514       51,377  

New York City Housing Development Corp.
2.55%, 08/01/2040

     3,645       3,700,513  

New York Counties Tobacco Trust V
Zero Coupon, 06/01/2050

     30,000       3,569,400  

New York Liberty Development Corp.
(7 World Trade Center II LLC)
Series 2012
5.00%, 03/15/2044

     100       104,054  

New York Liberty Development Corp.
(Goldman Sachs Headquarters LLC)
Series 2005
5.25%, 10/01/2035

     4,990       6,852,867  

New York Liberty Development Corp.
(One Bryant Park LLC)
2.80%, 09/15/2069

     2,620       2,499,035  

New York State Dormitory Authority
(Orange Regional Medical Center Obligated Group)
Series 2017
5.00%, 12/01/2030-12/01/2034(a)

     4,200       4,861,492  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New York State Thruway Authority
AGM Series 2012I
5.00%, 01/01/2037 (Pre-refunded/ETM)

   $ 2,000     $ 2,111,040  

New York State Thruway Authority
(New York State Thruway Authority Gen Toll Road)
Series 2016A
5.00%, 01/01/2041

     3,800       4,396,980  

New York Transportation Development Corp.
(Delta Air Lines, Inc.)
4.00%, 10/01/2030

     22,450       23,004,066  

4.375%, 10/01/2045

     35,385       35,767,158  

Series 2018
5.00%, 01/01/2027-01/01/2029

     51,325       56,107,606  

New York Transportation Development Corp.
(Laguardia Gateway Partners LLC)
Series 2016A
5.00%, 07/01/2041-07/01/2046

     33,055       35,428,277  

5.25%, 01/01/2050

     13,885       14,952,062  

Niagara Area Development Corp.
(Covanta Holding Corp.)
Series 2018A
4.75%, 11/01/2042(a)

     6,045       6,124,552  

Orange County Funding Corp.
(The Hamlet at Wallkill)
Series 2013
6.50%, 01/01/2046

     1,070       1,070,942  

Port Authority of New York & New Jersey
Series 2012
5.00%, 10/01/2034

     3,900       4,096,170  

Series 2013178
5.00%, 12/01/2033

     5,000       5,552,000  

Triborough Bridge & Tunnel Authority
Series 2020A
5.00%, 11/15/2054

     3,000       3,674,460  

TSASC, Inc./NY
Series 2017A
5.00%, 06/01/2041

     1,560       1,750,897  

Ulster County Capital Resource Corp.
(Woodland Pond at New Paltz)
Series 2017
5.00%, 09/15/2037

     860       804,100  

5.25%, 09/15/2042-09/15/2053

     2,330       2,119,370  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Westchester County Local Development Corp.
(Kendal on Hudson)
Series 2013
5.00%, 01/01/2034

   $ 3,840     $ 3,970,867  

Westchester County Local Development Corp.
(Westchester County Health Care Corp. Obligated Group)
Series 2016
5.00%, 11/01/2046

     4,230       4,593,061  
    

 

 

 
       432,493,694  
    

 

 

 

North Carolina – 0.4%

 

County of New Hanover NC
(New Hanover Regional Medical Center)
Series 2017
5.00%, 10/01/2042-10/01/2047

     5,830       6,834,771  

North Carolina Medical Care Commission
(Aldersgate United Methodist Retirement Community, Inc.)
Series 2015
4.875%, 07/01/2040

     5,000       5,002,800  

5.00%, 07/01/2045

     1,000       998,530  

North Carolina Medical Care Commission
(Pennybyrn at Maryfield)
Series 2015
5.00%, 10/01/2030

     2,250       2,385,810  

North Carolina Medical Care Commission
(United Church Homes & Services Obligated Group)
Series 2015A
5.00%, 09/01/2037

     1,735       1,754,137  

Series 2017
5.00%, 09/01/2046

     1,000       1,001,930  

North Carolina Turnpike Authority
Series 2018
5.00%, 01/01/2040

     5,000       5,930,950  
    

 

 

 
       23,908,928  
    

 

 

 

North Dakota – 0.4%

 

County of Grand Forks ND
(Red River Biorefinery LLC)
5.75%, 09/15/2028

     7,725       7,068,993  

6.375%, 12/15/2043

     4,750       4,047,570  

County of Ward ND
(Trinity Health Obligated Group)
Series 2017C
5.00%, 06/01/2048-06/01/2053

     10,230       11,088,304  
    

 

 

 
       22,204,867  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Ohio – 6.3%

 

Akron Bath Copley Joint Township Hospital District
(Summa Health System Obligated Group)
3.00%, 11/15/2040

   $ 4,500     $ 4,438,305  

4.00%, 11/15/2036-11/15/2038

     2,550       2,827,009  

American Municipal Power, Inc.
Series 2016A
5.00%, 02/15/2041-02/15/2046

     10,000       11,580,560  

Buckeye Tobacco Settlement Financing Authority
Series 2020A
4.00%, 06/01/2048

     2,000       2,167,820  

Series 2020B
5.00%, 06/01/2055

     179,725       192,278,791  

Butler County Port Authority
(StoryPoint Obligated Group)
Series 2017A-1
6.375%, 01/15/2043(a)

     675       660,366  

City of Chillicothe OH
(Adena Health System Obligated Group)
Series 2017
5.00%, 12/01/2037

     3,765       4,449,703  

City of Chillicothe/OH
(Adena Health System Obligated Group)
Series 2017
5.00%, 12/01/2047

     3,735       4,325,205  

County of Allen OH Hospital Facilities Revenue
(Bon Secours Mercy Health, Inc.)
4.00%, 12/01/2040

     10,390       11,867,458  

County of Cuyahoga/OH
(MetroHealth System (The))
5.00%, 02/15/2052

     5,680       6,325,759  

Series 2017
5.00%, 02/15/2042

     6,490       7,310,661  

5.25%, 02/15/2047

     12,860       14,835,810  

County of Franklin OH
(First Community Village Obligated Group)
5.00%, 07/01/2049

     3,940       3,939,724  

Series 2013
5.625%, 07/01/2047

     2,300       2,333,511  

County of Hamilton OH
(UC Health Obligated Group)
5.00%, 09/15/2050

     18,425       21,535,693  

County of Marion OH
(United Church Homes, Inc. Obligated Group)
5.125%, 12/01/2049

     2,210       2,247,614  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Montgomery OH
(Trousdale Foundation Obligated Group)
6.00%, 04/01/2038(a)

   $ 2,000     $ 884,960  

Series 2018A
6.25%, 04/01/2049(a)

     10,105       4,467,421  

County of Ross OH
(Adena Health System Obligated Group)
5.00%, 12/01/2049

     6,000       7,080,600  

Dayton-Montgomery County Port Authority
(StoryPoint Troy Project)
Series 20151
7.00%, 01/15/2040

     2,500       2,103,575  

Ohio Air Quality Development Authority
(Energy Harbor Generation LLC)
Series 2009D
4.25%, 08/01/2029

     5,305       5,344,788  

Ohio Air Quality Development Authority
(Energy Harbor Nuclear Generation LLC)
Series 2009A
4.375%, 06/01/2033

     7,480       7,536,100  

Ohio Air Quality Development Authority
(Ohio Valley Electric Corp.)
3.25%, 09/01/2029

     1,780       1,794,560  

Ohio Higher Educational Facility Commission
(Kenyon College)
5.00%, 07/01/2038-07/01/2042

     9,690       12,014,920  

Ohio Water Development Authority Water Pollution Control Loan Fund
(Energy Harbor Nuclear Generation LLC)
Series 2016A
4.375%, 06/01/2033

     9,565       9,636,737  

Toledo-Lucas County Port Authority
(StoryPoint Obligated Group)
Series 2016
6.375%, 01/15/2051(a)

     1,000       977,140  
    

 

 

 
       344,964,790  
    

 

 

 

Oklahoma – 0.6%

 

Comanche County Memorial Hospital
5.00%, 07/01/2022

     780       823,547  

Oklahoma Development Finance Authority
(Oklahoma City University Obligated Group)
5.00%, 08/01/2044-08/01/2049

     15,630       17,080,558  

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018B
5.50%, 08/15/2057

     14,170       16,444,143  
    

 

 

 
       34,348,248  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Oregon – 0.3%

 

Clackamas County Hospital Facility Authority
(Rose Villa, Inc. Obligated Group)
2.75%, 11/15/2025

   $ 1,000     $ 1,007,630  

Series 2020A
5.125%, 11/15/2040

     750       792,795  

5.375%, 11/15/2055

     1,300       1,377,545  

Medford Hospital Facilities Authority
(Asante Health System Obligated Group)
Series 2020A
5.00%, 08/15/2045-08/15/2050

     10,000       12,107,165  

Oregon State Facilities Authority
(Samaritan Health Services, Inc. Obligated Group)
Series 2020I
5.00%, 10/01/2040

     1,750       2,125,602  
    

 

 

 
       17,410,737  
    

 

 

 

Pennsylvania – 7.0%

 

Allegheny County Hospital Development Authority
(Allegheny Health Network Obligated Group)
Series 2018A
5.00%, 04/01/2034-04/01/2036

     33,535       40,203,719  

Allentown Neighborhood Improvement Zone Development Authority
Series 2017
5.00%, 05/01/2042(a)

     2,270       2,360,482  

Beaver County Industrial Development Authority
(Energy Harbor Generation LLC)
Series 2016B
4.25%, 10/01/2047

     10,000       10,075,000  

Beaver County Industrial Development Authority
(Energy Harbor Nuclear Generation LLC)
Series 2016A
4.375%, 01/01/2035

     1,455       1,465,913  

Bensalem Township School District
Series 2013
5.00%, 06/01/2029 (Pre-refunded/ETM)

     8,570       9,805,880  

Berks County Industrial Development Authority
(Highlands at Wyomissing (The))
Series 2018
5.00%, 05/15/2048

     1,000       1,052,280  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Chambersburg Area Municipal Authority
(Wilson College)
Series 2018
5.75%, 10/01/2043

   $ 1,350     $ 1,375,421  

6.00%, 10/01/2048

     9,000       9,296,280  

Chester County Industrial Development Authority
(Woodlands at Greystone Neighborhood Improvement District)
Series 2018
5.125%, 03/01/2048(a)

     1,050       1,052,153  

City of Philadelphia PA
Series 2013A
5.00%, 07/15/2021

     1,200       1,236,048  

Series 2017
5.00%, 08/01/2029-08/01/2031

     12,110       14,885,982  

Series 2019B
5.00%, 02/01/2035-02/01/2038

     11,300       14,035,028  

AGM Series 2017A
5.00%, 08/01/2033-08/01/2034

     13,000       15,739,960  

City of Philadelphia PA Water & Wastewater Revenue
Series 2017A
5.00%, 10/01/2035-10/01/2036

     5,105       6,271,472  

Commonwealth of Pennsylvania
(Commonwealth of Pennsylvania COP)
Series 2018A
5.00%, 07/01/2038

     1,120       1,359,333  

County of Lehigh PA
(Lehigh Valley Health Network Obligated Group)
5.00%, 07/01/2044

     6,885       8,322,106  

Series 2016A
4.00%, 07/01/2035

     10,000       11,043,800  

Crawford County Hospital Authority
(Meadville Medical Center Obligated Group)
Series 2016A
6.00%, 06/01/2046-06/01/2051

     3,375       3,634,261  

Cumberland County Municipal Authority
(Asbury Pennsylvania Obligated Group)
5.00%, 01/01/2045

     1,815       1,741,166  

Series 2012
5.25%, 01/01/2041

     1,000       1,001,150  

Geisinger Pennsylvania Authority
Health System
5.00%, 04/01/2050(c)

     10,000       12,235,600  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Lancaster County Hospital Authority/PA
(St. Anne’s Retirement Community Obligated Group)
5.00%, 03/01/2040-03/01/2050

   $ 900     $ 933,684  

Montgomery County Higher Education & Health Authority
(HumanGood Pennsylvania Obligated Group)
Series 2017
5.00%, 12/01/2047

     1,500       1,594,470  

Montgomery County Higher Education & Health Authority
(Thomas Jefferson University Obligated Group)
4.00%, 09/01/2049

     5,900       6,297,188  

5.00%, 09/01/2051

     2,300       2,664,826  

Series 2018
5.00%, 09/01/2035

     3,600       4,270,644  

Montgomery County Industrial Development Authority/PA
Series 2010
6.50%, 12/01/2025 (Pre-refunded/ETM)

     200       213,242  

Montgomery County Industrial Development Authority/PA
(ACTS Retirement-Life Communities, Inc. Obligated Group)
4.00%, 11/15/2043

     500       541,235  

5.00%, 11/15/2045

     1,560       1,811,831  

Montgomery County Industrial Development Authority/PA
(Whitemarsh Continuing Care Retirement Community)
Series 2015
5.00%, 01/01/2030

     1,040       1,062,641  

5.25%, 01/01/2040

     4,740       4,799,677  

Moon Industrial Development Authority
(Baptist Homes Society)
Series 2015
5.75%, 07/01/2035

     5,135       5,312,363  

6.00%, 07/01/2045

     2,000       2,062,800  

Northeastern Pennsylvania Hospital & Education Authority
(Wilkes University)
Series 2012A
5.25%, 03/01/2042

     265       267,926  

Series 2016A
5.00%, 03/01/2037

     2,925       3,032,669  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016B
5.25%, 03/01/2031-03/01/2037

   $ 2,310     $ 2,452,309  

Pennsylvania Economic Development Financing Authority
(Covanta Holding Corp.)
Series 2019A
3.25%, 08/01/2039(a)

     2,330       2,153,293  

Pennsylvania Economic Development Financing Authority
(National Railroad Passenger Corp.)
Series 2012A
5.00%, 11/01/2041

     1,620       1,731,731  

Pennsylvania Economic Development Financing Authority
(PA Bridges Finco LP)
Series 2015
5.00%, 12/31/2034

     2,830       3,233,133  

Pennsylvania Economic Development Financing Authority
(Pennsylvania Economic Development Finance Authority Sewage)
3.00%, 01/01/2022-01/01/2023

     1,115       1,150,914  

4.00%, 01/01/2027-01/01/2032

     3,180       3,622,888  

Pennsylvania Economic Development Financing Authority
(UPMC Obligated Group)
Series 2020A
4.00%, 04/15/2036-04/15/2040(c)

     24,530       27,698,928  

Pennsylvania Higher Educational Facilities Authority
(Drexel University)
Series 2016
5.00%, 05/01/2032

     1,000       1,166,230  

Pennsylvania Turnpike Commission
Series 2016
5.00%, 06/01/2037

     4,000       4,589,520  

Series 2017B
5.00%, 06/01/2035-06/01/2036

     12,850       15,271,919  

Series 2018A
5.00%, 12/01/2043

     10,000       12,118,000  

Series 2019A
5.00%, 12/01/2038-12/01/2044

     9,180       11,192,429  

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
Series 2018
5.00%, 05/01/2035

     1,000       1,220,380  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Philadelphia Authority for Industrial Development
(MaST Community Charter School II)
5.00%, 08/01/2040-08/01/2050

   $ 2,025     $ 2,287,760  

Philadelphia Authority for Industrial Development
(MaST Community Charter School III)
6.50%, 06/15/2054

     8,765       9,087,026  

School District of Philadelphia (The)
Series 2015A
5.00%, 09/01/2034-09/01/2035

     2,615       3,076,053  

Series 2016F
5.00%, 09/01/2033-09/01/2036

     4,000       4,769,630  

Series 2018A
5.00%, 09/01/2034-09/01/2038

     4,000       4,867,170  

Series 2018B
5.00%, 09/01/2043

     3,000       3,566,850  

Series 2019A
4.00%, 09/01/2037-09/01/2039

     5,530       6,253,400  

5.00%, 09/01/2044(c)

     17,900       21,611,207  

Scranton-Lackawanna Health & Welfare Authority
(Scranton Parking System Concession Project)
Series 2016A
5.00%, 01/01/2051-01/01/2057(a)

     12,110       9,205,823  

Series 2016B
6.08%, 01/01/2026(a)

     825       803,063  

Series 2016C
Zero Coupon, 01/01/2036(a)

     2,945       984,425  

Series 2016D
Zero Coupon, 01/01/2057(g)

     58,055       2,989,832  

State Public School Building Authority
5.00%, 12/01/2029-12/01/2030

     9,880       12,042,433  

Union County Hospital Authority
(Evangelical Community Hospital Obligated Group)
Series 2018
5.00%, 08/01/2038-08/01/2043

     8,435       9,584,129  
    

 

 

 
       381,788,705  
    

 

 

 

Puerto Rico – 5.1%

 

Children’s Trust Fund
Series 2005A
Zero Coupon, 05/15/2050

     8,370       1,266,130  

Commonwealth of Puerto Rico
Series 2006A
5.25%, 07/01/2023

     2,510       1,713,075  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2011A
5.75%, 07/01/2041(d)(e)

   $ 2,810     $ 1,805,425  

Series 2012A
5.50%, 07/01/2039(d)(e)

     3,490       2,168,163  

5.75%, 07/01/2028(d)(e)

     1,350       838,688  

Series 2014A
8.00%, 07/01/2035(d)(e)

     10,325       6,169,187  

AGC Series 2001A
5.50%, 07/01/2029

     670       764,128  

GDB Debt Recovery Authority of Puerto Rico
Series 2018
7.50%, 08/20/2040

     8,725       5,998,129  

Puerto Rico Commonwealth Aqueduct & Sewer Authority
Series 2008A
6.00%, 07/01/2038-07/01/2044

     7,990       8,089,875  

6.125%, 07/01/2024

     6,780       7,169,850  

Series 2012A
4.25%, 07/01/2025

     8,140       8,251,925  

5.00%, 07/01/2022-07/01/2033

     9,700       10,028,462  

5.125%, 07/01/2037

     1,155       1,189,650  

5.25%, 07/01/2029-07/01/2042

     12,060       12,484,650  

5.50%, 07/01/2028

     4,090       4,279,163  

5.75%, 07/01/2037

     2,985       3,108,131  

6.00%, 07/01/2047

     2,845       2,976,581  

Puerto Rico Electric Power Authority
Series 2007T
5.00%, 07/01/2032

     7,315       5,065,638  

5.00%, 07/01/2037(d)(e)

     14,970       10,366,725  

Series 2008W
5.25%, 07/01/2033(d)(e)

     1,000       693,750  

5.50%, 07/01/2038(d)(e)

     10,490       7,303,662  

Series 2010A
5.25%, 07/01/2029(d)(e)

     2,950       2,046,563  

5.25%, 07/01/2030

     1,040       721,500  

Series 2010C
5.00%, 07/01/2024(d)(e)

     1,735       1,201,488  

Series 2010D
5.00%, 07/01/2021(d)(e)

     1,050       727,125  

5.00%, 07/01/2022

     950       657,875  

Series 2010X
5.25%, 07/01/2040(d)(e)

     12,605       8,744,719  

5.75%, 07/01/2036(d)(e)

     7,375       5,171,719  

Series 2010Z
5.25%, 07/01/2024

     2,565       1,779,469  

5.25%, 07/01/2025(d)(e)

     620       430,125  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2012A
5.00%, 07/01/2029

   $ 2,510     $ 1,738,175  

5.00%, 07/01/2042(d)(e)

     1,740       1,204,950  

AGM Series 2007U
5.00%, 07/01/2023

     1,050       1,071,294  

AGM Series 2007V
5.25%, 07/01/2031

     25,380       29,035,228  

NATL Series 2007V
5.25%, 07/01/2029-07/01/2035

     6,350       6,590,551  

Puerto Rico Highway & Transportation Authority
AGC Series 2005L
5.25%, 07/01/2041

     8,600       9,847,516  

AGC Series 2007C
5.50%, 07/01/2031

     1,735       2,023,027  

AGC Series 2007N
5.25%, 07/01/2036

     825       950,689  

AGM Series 2007C
5.25%, 07/01/2036

     1,800       2,074,662  

NATL Series 2005L
5.25%, 07/01/2035

     7,565       7,827,505  

NATL Series 2007
5.50%, 07/01/2028

     1,000       1,053,450  

NATL Series 2007N
5.25%, 07/01/2033

     480       498,955  

Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth
(AES Puerto Rico LP)
Series 2000
6.625%, 06/01/2026

     23,735       24,506,387  

Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth
(Sistema Universitario Ana G Mendez Incorporado)
Series 2012
5.375%, 04/01/2042

     335       328,849  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue
Series 2018A
Zero Coupon, 07/01/2024-07/01/2046

     16,565       5,503,324  

Series 2019A
4.329%, 07/01/2040

     15,975       16,394,823  

4.55%, 07/01/2040

     1,198       1,246,902  

5.00%, 07/01/2058

     39,906       42,414,092  
    

 

 

 
       277,521,949  
    

 

 

 

 

56    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Rhode Island – 0.0%

 

Rhode Island Health & Educational Building Corp.
(City of Woonsocket RI Lease)
AGM Series 2017A
5.00%, 05/15/2028-05/15/2029

   $ 2,000     $ 2,449,960  
    

 

 

 

South Carolina – 1.7%

 

South Carolina Jobs-Economic Development Authority
(Bon Secours Mercy Health, Inc.)
5.00%, 12/01/2046

     9,595       11,827,661  

South Carolina Jobs-Economic Development Authority
(Lutheran Homes of South Carolina Obligated Group)
Series 2013
5.00%, 05/01/2043

     1,000       940,830  

5.125%, 05/01/2048

     1,000       941,760  

South Carolina Public Service Authority
Series 2013A
5.00%, 12/01/2038

     575       634,346  

Series 2013B
5.00%, 12/01/2038

     810       893,600  

Series 2014A
5.00%, 12/01/2049

     11,820       13,070,792  

Series 2014B
5.00%, 12/01/2038

     1,160       1,296,497  

Series 2014C
5.00%, 12/01/2036-12/01/2046

     3,495       3,928,489  

Series 2015A
5.00%, 12/01/2050

     5,000       5,648,700  

Series 2016A
5.00%, 12/01/2034-12/01/2036

     4,815       5,685,060  

Series 2016B
5.00%, 12/01/2037-12/01/2056

     38,780       45,376,214  
    

 

 

 
       90,243,949  
    

 

 

 

South Dakota – 0.4%

 

South Dakota Health & Educational Facilities Authority
Series 2017
5.00%, 09/01/2040(c)

     15,035       17,769,867  

South Dakota Health & Educational Facilities Authority
(Regional Health System Obligated Group/SD)
Series 2017
5.00%, 09/01/2033(c)

     3,260       3,925,562  
    

 

 

 
       21,695,429  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Tennessee – 1.0%

 

Bristol Industrial Development Board
(Bristol Industrial Development Board Sales Tax)
Series 2016A
5.00%, 12/01/2035(a)

   $ 9,080     $ 8,799,791  

5.125%, 12/01/2042(a)

     19,270       18,136,731  

Chattanooga Health Educational & Housing Facility Board
(CommonSpirit Health)
Series 2019A
4.00%, 08/01/2038

     1,000       1,120,610  

5.00%, 08/01/2044-08/01/2049

     11,555       13,620,980  

Johnson City Health & Educational Facilities Board
(Mountain States Health Alliance Obligated Group)
Series 2012
5.00%, 08/15/2042

     5,250       5,465,093  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board
(Trousdale Foundation Obligated Group)
Series 2018A
6.25%, 04/01/2049(a)

     5,040       2,228,184  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board
(Vanderbilt University Medical Center Obligated Group)
Series 2016
5.00%, 07/01/2040

     2,435       2,810,428  

Series 2017A
5.00%, 07/01/2048

     2,335       2,705,962  

Shelby County Health Educational & Housing Facilities Board
Series 2012
5.25%, 12/01/2042 (Pre-refunded/ETM)

     1,000       1,100,910  

5.375%, 12/01/2047 (Pre-refunded/ETM)

     800       882,800  
    

 

 

 
       56,871,489  
    

 

 

 

Texas – 5.9%

 

Central Texas Regional Mobility Authority
Series 2013
5.00%, 01/01/2042 (Pre-refunded/ETM)

     3,500       3,844,470  

Series 2015A
5.00%, 01/01/2045

     4,905       5,493,208  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016
5.00%, 01/01/2033-01/01/2046

   $ 12,965     $ 14,769,109  

Series 2020A
5.00%, 01/01/2044-01/01/2049

     6,170       7,448,165  

Central Texas Turnpike System
Series 2015C
5.00%, 08/15/2037

     6,800       7,646,056  

City of Houston TX
(City of Houston TX Hotel Occupancy Tax)
Series 2015
5.00%, 09/01/2030

     1,965       2,056,824  

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
5.00%, 07/01/2027-07/15/2027

     4,250       4,448,757  

Series 2014
5.00%, 07/01/2029

     16,960       17,344,144  

Series 2015B
5.00%, 07/15/2030-07/15/2035

     2,960       3,017,711  

Series 2018
5.00%, 07/15/2028

     22,875       23,885,160  

Clifton Higher Education Finance Corp.
(IDEA Public Schools)
Series 2012
5.00%, 08/15/2042

     530       552,281  

Series 2013
6.00%, 08/15/2043

     1,000       1,098,820  

Series 2016A
5.00%, 08/15/2034

     2,180       2,641,375  

Dallas County Flood Control District No. 1
Series 2015
5.00%, 04/01/2028(a)

     1,650       1,727,715  

Decatur Hospital Authority
(Wise Regional Health System)
Series 2014A
5.25%, 09/01/2044

     3,150       3,363,003  

Grand Parkway Transportation Corp.
Series 2018
5.00%, 02/01/2023

     5,340       5,831,654  

Irving Hospital Authority
(Baylor Medical Center at Irving)
Series 2017A
5.00%, 10/15/2044

     7,305       8,330,476  

Mission Economic Development Corp.
(Natgasoline LLC)
Series 2018
4.625%, 10/01/2031(a)

     25,410       26,918,338  

 

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AB MUNICIPAL INCOME SHARES    |    59


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Hope Cultural Education Facilities Finance Corp.
(BSPV – Plano LLC)
7.25%, 12/01/2053

   $ 8,315     $ 7,407,251  

New Hope Cultural Education Facilities Finance Corp.
(CHF-Collegiate Housing Corpus Christi I LLC)
Series 2017A
5.00%, 04/01/2037

     2,050       1,991,411  

New Hope Cultural Education Facilities Finance Corp.
(Legacy at Midtown Park, Inc. Obligated Group)
Series 2018A
5.50%, 07/01/2054

     4,500       4,465,530  

New Hope Cultural Education Facilities Finance Corp.
(Morningside Ministries Obligated Group)
5.00%, 01/01/2040-01/01/2055

     3,800       3,871,194  

North East Texas Regional Mobility Authority
Series 2016
5.00%, 01/01/2046

     4,940       5,411,276  

North Texas Education Finance Corp.
Series 2012A
5.125%, 12/01/2042 (Pre-refunded/ETM)

     280       301,017  

North Texas Tollway Authority
(North Texas Tollway System)
Series 2014B
5.00%, 01/01/2031

     8,975       10,095,529  

Series 2015A
5.00%, 01/01/2035

     7,000       8,071,070  

Series 2017B
5.00%, 01/01/2033-01/01/2043

     7,400       8,691,870  

Port Beaumont Navigation District
(Jefferson Railport Terminal II LLC)
4.00%, 01/01/2050(a)

     3,315       3,309,199  

Red River Health Facilities Development Corp.
Series 2011A
8.00%, 11/15/2046 (Pre-refunded/ETM)

     1,790       1,928,779  

Red River Health Facilities Development Corp.
(MRC Crossings Proj)
Series 2014A
7.75%, 11/15/2044

     1,315       1,357,448  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Red River Health Facilities Development Corp.
(Wichita Falls Retirement Foundation)
Series 2012
5.50%, 01/01/2032

   $ 1,740     $ 1,766,257  

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B
8.00%, 07/01/2038(d)(e)(f)

     2,180       545,000  

Tarrant County Cultural Education Facilities Finance Corp.
(Buckingham Senior Living Community, Inc.)
Series 2007
5.50%, 11/15/2022(d)(e)

     200       130,000  

Tarrant County Cultural Education Facilities Finance Corp.
(Edgemere Retirement Senior Quality Lifestyles Corp.)
5.25%, 11/15/2047

     1,115       921,481  

Series 2015A
5.00%, 11/15/2045

     3,540       2,846,939  

Series 2015B
5.00%, 11/15/2030

     4,000       3,730,200  

Tarrant County Cultural Education Facilities Finance Corp.
(Stayton at Museum Way)
Series 2020A
5.75%, 12/01/2054

     6,475       6,670,019  

Tarrant County Cultural Education Facilities Finance Corp.
(Trinity Terrace Project)
Series 2014A-1
5.00%, 10/01/2044-10/01/2049

     5,350       5,556,261  

Texas Municipal Gas Acquisition & Supply Corp. I
(Bank of America Corp.)
Series 2008D
6.25%, 12/15/2026

     9,775       11,443,983  

Texas Private Activity Bond Surface Transportation Corp.
(Blueridge Transportation Group LLC)
Series 2016
5.00%, 12/31/2040

     1,255       1,376,748  

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners LLC)
4.00%, 12/31/2037-12/31/2039

     9,100       10,149,312  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners Segments 3 LLC)
5.00%, 06/30/2058

   $ 55,065     $ 62,595,689  

Series 2013
6.75%, 06/30/2043

     3,600       4,067,712  

Texas Transportation Commission
5.00%, 08/01/2057

     7,500       8,495,850  

Uptown Development Authority
Series 2017A
5.00%, 09/01/2035

     1,015       1,149,000  
    

 

 

 
       318,763,291  
    

 

 

 

Utah – 0.2%

 

Salt Lake City Corp. Airport Revenue
Series 2018A
5.00%, 07/01/2048(c)

     7,245       8,367,033  

Timber Lakes Water Special Service District
8.125%, 06/15/2031

     5       5,169  
    

 

 

 
       8,372,202  
    

 

 

 

Vermont – 0.0%

 

Vermont Economic Development Authority
(Casella Waste Systems, Inc.)
Series 2013
4.625%, 04/01/2036(a)

     1,100       1,214,191  

Vermont Economic Development Authority
(Wake Robin Corp.)
Series 2012
5.40%, 05/01/2033

     200       201,796  
    

 

 

 
       1,415,987  
    

 

 

 

Virginia – 1.2%

 

Arlington County Industrial Development Authority
(Virginia Hospital Center Arlington Health System/VA)
4.00%, 07/01/2038-07/01/2045

     4,620       5,324,984  

5.00%, 07/01/2036

     850       1,082,951  

Cherry Hill Community Development Authority
(Potomac Shores Project)
Series 2015
5.15%, 03/01/2035(a)

     1,000       1,016,200  

Chesapeake Bay Bridge & Tunnel District
Series 2016
5.00%, 07/01/2046

     1,000       1,131,380  

 

62    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Chesterfield County Economic Development Authority
(Brandermill Woods)
Series 2012
5.125%, 01/01/2043

   $ 1,030     $ 1,033,440  

Fairfax County Economic Development Authority
(Vinson Hall LLC)
Series 2013A
5.00%, 12/01/2047

     1,955       2,031,695  

Tobacco Settlement Financing Corp./VA
Series 2007B1
5.00%, 06/01/2047

     7,490       7,521,608  

Virginia College Building Authority
(Marymount University)
Series 2015A
5.00%, 07/01/2045(a)

     1,110       1,110,888  

Series 2015B
5.25%, 07/01/2035(a)

     1,000       1,026,080  

Virginia Small Business Financing Authority
(Elizabeth River Crossings OpCo LLC)
Series 2012
5.25%, 01/01/2032

     16,405       17,196,705  

5.50%, 01/01/2042

     3,580       3,736,733  

Virginia Small Business Financing Authority
(I-66 Express Mobility Partners LLC)
Series 2017
5.00%, 12/31/2052

     2,250       2,510,910  

Virginia Small Business Financing Authority
(National Senior Campuses, Inc. Obligated Group)
4.00%, 01/01/2051

     18,500       19,643,300  
    

 

 

 
       64,366,874  
    

 

 

 

Washington – 2.3%

 

Kalispel Tribe of Indians
Series 2018A
5.25%, 01/01/2038(a)

     750       833,970  

King County Public Hospital District No. 4
Series 2015A
5.00%, 12/01/2030

     2,235       2,346,303  

Pend Oreille County Public Utility District No. 1 Box Canyon
Series 2018
5.00%, 01/01/2048

     9,000       9,731,520  

Port of Seattle WA
5.00%, 04/01/2044

     3,380       3,971,095  

Series 2015C
5.00%, 04/01/2033

     5,035       5,629,483  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

State of Washington
5.00%, 06/01/2035-06/01/2041(b)

   $ 12,015     $ 15,471,946  

Washington Health Care Facilities Authority
(CommonSpirit Health)
Series 2019A
5.00%, 08/01/2037-08/01/2044

     20,435       24,346,616  

Washington Health Care Facilities Authority
(Overlake Hospital Medical Center Obligated Group)
Series 2017A
5.00%, 07/01/2035

     2,350       2,811,540  

Series 2017B
5.00%, 07/01/2034

     1,855       2,225,907  

Washington Health Care Facilities Authority
(Seattle Cancer Care Alliance Obligated Group)
4.00%, 09/01/2045-09/01/2050

     5,490       5,998,890  

5.00%, 09/01/2039-09/01/2050

     5,725       6,961,448  

Washington Health Care Facilities Authority
(Virginia Mason Medical Center Obligated Group)
Series 2017
5.00%, 08/15/2033-08/15/2037

     18,005       19,992,015  

Washington State Housing Finance Commission
(Mirabella)
Series 2012A
6.75%, 10/01/2047(a)

     3,550       3,628,597  

Washington State Housing Finance Commission
(Presbyterian Retirement Communities Northwest Obligated Group)
Series 2016A
5.00%, 01/01/2031-01/01/2046(a)

     2,790       2,915,158  

Series 2019A
5.00%, 01/01/2044-01/01/2055(a)

     11,855       12,140,125  

Washington State Housing Finance Commission
(Rockwood Retirement Communities)
Series 2014A
7.375%, 01/01/2044(a)

     3,215       3,425,743  
    

 

 

 
       122,430,356  
    

 

 

 

West Virginia – 0.0%

 

West Virginia Hospital Finance Authority
(West Virginia United Health System Obligated Group)
Series 2013A
5.50%, 06/01/2044

     2,100       2,272,074  
    

 

 

 

 

64    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin – 1.8%

 

UMA Education, Inc.
5.00%, 10/01/2034-10/01/2039(a)

   $ 21,005     $ 22,201,929  

Wisconsin Health & Educational Facilities Authority
(Aspirus, Inc. Obligated Group)
Series 2017
5.00%, 08/15/2052(c)

     20,345       23,561,138  

Wisconsin Health & Educational Facilities Authority
(Marshfield Clinic Health System Obligated Group)
AGM
3.00%, 02/15/2038

     1,035       1,071,608  

4.00%, 02/15/2036-02/15/2037

     2,650       3,038,013  

5.00%, 02/15/2028-02/15/2031

     3,500       4,462,440  

Wisconsin Health & Educational Facilities Authority
(Rogers Memorial Hospital, Inc. Obligated Group)
5.00%, 07/01/2044

     1,000       1,145,090  

Wisconsin Health & Educational Facilities Authority
(St. Camillus Health System Obligated Group)
5.00%, 11/01/2039-11/01/2054

     3,690       3,711,316  

Wisconsin Health & Educational Facilities Authority
(Thedacare, Inc. Obligated Group)
4.00%, 12/15/2035-12/15/2038

     7,405       8,508,647  

Wisconsin Public Finance Authority
(21st Century Public Academy)
5.00%, 06/01/2049(a)

     1,340       1,313,977  

Wisconsin Public Finance Authority
(ACTS Retirement-Life Communities, Inc. Obligated Group)
4.00%, 11/15/2037

     600       660,474  

5.00%, 11/15/2041

     1,500       1,754,790  

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 06/01/2048(a)

     3,335       3,534,500  

Wisconsin Public Finance Authority
(Blue Ridge Healthcare Obligated Group)
Series 2020
4.00%, 01/01/2045

     1,500       1,651,740  

5.00%, 01/01/2038-01/01/2040

     1,750       2,137,564  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Public Finance Authority
(Celanese US Holdings LLC)
Series 2016C
4.30%, 11/01/2030

   $ 2,060     $ 2,242,640  

Series 2016D
4.05%, 11/01/2030

     720       774,662  

Wisconsin Public Finance Authority
(Gannon University)
Series 2017
5.00%, 05/01/2042-05/01/2047

     2,650       2,792,156  

Wisconsin Public Finance Authority
(Mary’s Woods at Marylhurst, Inc.)
Series 2017A
5.25%, 05/15/2037-05/15/2047(a)

     3,225       3,396,614  

Wisconsin Public Finance Authority
(Pine Lake Preparatory, Inc.)
Series 2015
5.25%, 03/01/2035(a)

     1,550       1,618,696  

Wisconsin Public Finance Authority
(Rose Villa, Inc./OR)
Series 2014A
5.75%, 11/15/2044(a)

     1,000       1,061,510  

Wisconsin Public Finance Authority
(Roseman University of Health Sciences)
5.00%, 04/01/2040-04/01/2050(a)

     4,650       4,914,548  

Wisconsin Public Finance Authority
(Seabury Retirement Community)
Series 2015A
5.00%, 09/01/2030(a)

     545       568,064  
    

 

 

 
       96,122,116  
    

 

 

 

Total Municipal Obligations
(cost $5,627,889,753)

       5,764,300,964  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 0.9%

    

Investment Companies – 0.9%

    

AB Fixed Income Shares, Inc. –
AB Government Money Market Portfolio –
Class AB, 0.03%(h)(i)(j)
(cost $49,846,274)

     49,846,274       49,846,274  
    

 

 

 

Total Investments – 106.9%
(cost $5,677,736,027)

       5,814,147,238  

Other assets less liabilities – (6.9)%

       (376,623,132
    

 

 

 

Net Assets – 100.0%

     $ 5,437,524,106  
    

 

 

 

 

66    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note C)

 

                Rate Type                      
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

USD

    371,020       01/15/2028     0.735%   CPI#   Maturity   $     32,703,795     $     —     $ 32,703,795  

USD

    219,860       01/15/2028     1.230%   CPI#   Maturity     10,354,823             10,354,823  

USD

    85,450       01/15/2030     1.572%   CPI#   Maturity     2,773,575             2,773,575  

USD

    85,450       01/15/2030     1.587%   CPI#   Maturity     2,634,201             2,634,201  

USD

    33,985       01/15/2030     1.714%   CPI#   Maturity     575,390             575,390  

USD

    33,985       01/15/2030     1.731%   CPI#   Maturity     511,768             511,768  
           

 

 

   

 

 

   

 

 

 
  $ 49,553,552     $     $     49,553,552  
 

 

 

   

 

 

   

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                      

Notional
Amount (000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD       250,000       10/15/2024     3 Month
LIBOR
  1.582%   Quarterly/
Semi-Annual
  $ 12,305,802     $     $ 12,305,802  
USD     80,600       01/15/2025     3 Month
LIBOR
  1.566%   Quarterly/
Semi-Annual
    4,389,024             4,389,024  
USD     146,650       01/16/2025     3 Month
LIBOR
  1.623%   Quarterly/
Semi-Annual
    8,382,668             8,382,668  
USD     63,810       04/14/2034     1.022%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    353,877             353,877  
USD     40,000       04/15/2044     0.768%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    4,261,132             4,261,132  
USD     25,000       04/15/2044     0.755%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    2,735,099             2,735,099  
USD     25,000       04/15/2044     0.931%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    1,797,843             1,797,843  
USD     40,000       04/15/2044     1.281%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    (105,631           (105,631
USD     47,210       04/15/2044     1.463%   3 Month
LIBOR
  Semi-Annual/
Quarterly
    (1,959,953           (1,959,953
           

 

 

   

 

 

   

 

 

 
            $     32,159,861     $     —     $     32,159,861  
           

 

 

   

 

 

   

 

 

 

 

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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
    Payment
Frequency
Paid
Received
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
Citibank, NA     USD       100       01/09/2021      

30 Year
Muni Rate
Lock
 
 
 
    2.250%       Maturity     $ 5,265     $     $ 5,265  
Citibank, NA     USD  52,610       10/09/2029       1.120%       SIFMA*       Quarterly       (2,210,013           (2,210,013
Citibank, NA     USD  52,610       10/09/2029       1.125%       SIFMA*       Quarterly       (2,235,659           (2,235,659
           

 

 

   

 

 

   

 

 

 
            $     (4,440,407   $     —     $     (4,440,407
           

 

 

   

 

 

   

 

 

 

 

*

Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

 

(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 October 31, 2020, the aggregate market value of these securities amounted to $530,737,882 or 9.8% of net assets.

 

(b)

When-Issued or delayed delivery security.

 

(c)

Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note H).

 

(d)

Defaulted.

 

(e)

Non-income producing security.

 

(f)

Restricted and illiquid security.

 

Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B
10.50%, 07/01/2039

    11/22/2013     $     1,973,785     $ 28       0.00

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2014A
7.50%, 07/01/2023

    07/31/2014       868,862       13       0.00

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B
8.00%, 07/01/2038

    08/31/2012       2,205,877           545,000       0.01

 

68    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

(g)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.10% of net assets as of October 31, 2020, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)
Series 2016
6.00%, 11/15/2051

    12/18/2015     $     4,841,922     $     2,931,932       0.05

Scranton-Lackawanna Health & Welfare Authority
(Scranton Parking System Concession Project)
Series 2016D
Zero Coupon, 01/01/2057

    11/29/2017       5,746,390       2,989,832       0.06

 

(h)

Affiliated investments.

 

(i)

The rate shown represents the 7-day yield as of period end.

 

(j)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

As of October 31, 2020, 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 2.0% and 0.0%, respectively.

Glossary:

AGC – Assured Guaranty Corporation

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

CCRC – Congregate Care Retirement Center

COP – Certificate of Participation

ETM – Escrowed to Maturity

LIBOR – London Interbank Offered Rate

NATL – National Interstate Corporation

SD – School District

UPMC – University of Pittsburgh Medical Center

XLCA – XL Capital Assurance Inc.

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

October 31, 2020 (unaudited)

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $5,627,889,753)

   $ 5,764,300,964  

Affiliated issuers (cost $49,846,274)

     49,846,274  

Cash

     204,533  

Cash collateral due from broker

     77,982,007  

Interest receivable

     77,087,111  

Receivable for investment securities sold

     18,658,037  

Receivable for shares of beneficial interest sold

     12,889,254  

Receivable for variation margin on centrally cleared swaps

     144,331  

Receivable due from Adviser

     6,377  

Unrealized appreciation on interest rate swaps

     5,265  

Affiliated dividends receivable

     1,274  
  

 

 

 

Total assets

     6,001,125,427  
  

 

 

 
Liabilities

 

Payable for floating rate notes issued*

     466,585,000  

Payable for investment securities purchased

     54,604,810  

Dividends payable

     17,294,802  

Unrealized depreciation on interest rate swaps

     4,445,672  

Payable for shares of beneficial interest redeemed

     2,154,898  

Other liabilities

     18,516,139  
  

 

 

 

Total liabilities

     563,601,321  
  

 

 

 

Net Assets

   $ 5,437,524,106  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 4,587  

Additional paid-in capital

     5,264,075,461  

Distributable earnings

     173,444,058  
  

 

 

 
   $     5,437,524,106  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 458,713,045 common shares outstanding)

   $ 11.85  
  

 

 

 

 

*

Represents short-term floating rate certificates issued by tender option bond trusts (see Note H).

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Six Months Ended October 31, 2020 (unaudited)

 

Investment Income      

Interest

   $     99,580,292     

Dividends—Affiliated issuers

     39,538     

Other income(a)

     35,461      $ 99,655,291  
  

 

 

    
Expenses      

Interest expense

     1,268,565     
  

 

 

    

Total expenses

        1,268,565  
     

 

 

 

Net investment income

        98,386,726  
     

 

 

 
Realized and Unrealized Gain on Investment Transactions      

Net realized gain on:

     

Investment transactions

        4,687,028  

Swaps

        17,942,198  

Net change in unrealized appreciation/depreciation of:

     

Investments

        391,008,824  

Swaps

        49,631,905  
     

 

 

 

Net gain on investment transactions

        463,269,955  
     

 

 

 

Net Increase in Net Assets from Operations

      $     561,656,681  
     

 

 

 

 

(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    |    71


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30,
2020
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 98,386,726     $ 154,370,738  

Net realized gain (loss) on investment transactions

     22,629,226       (56,688,486

Net change in unrealized appreciation/depreciation of investments

     440,640,729       (342,584,629
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     561,656,681       (244,902,377

Distribution to Shareholders

     (100,955,385     (154,514,928
Transactions in Shares of Beneficial Interest     

Net increase

     290,912,039       1,575,752,846  
  

 

 

   

 

 

 

Total increase

     751,613,335       1,176,335,541  
Net Assets

 

Beginning of period

     4,685,910,771       3,509,575,230  
  

 

 

   

 

 

 

End of period

   $     5,437,524,106     $     4,685,910,771  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

October 31, 2020 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return 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

 

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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 generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

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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.

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

 

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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 October 31, 2020:

 

Investments in
Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

        

Long-Term Municipal Bonds

   $ – 0  –    $     5,764,300,964     $     – 0  –    $     5,764,300,964  

Short-Term Investments

     49,846,274       – 0  –      – 0  –      49,846,274  

Liabilities:

        

Floating Rate Notes(a)

     (466,585,000     – 0  –      – 0  –      (466,585,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     (416,738,726     5,764,300,964       – 0  –      5,347,562,238  

Other Financial Instruments(b):

        

Assets:

        

Centrally Cleared Inflation (CPI) Swaps

     – 0  –      49,553,552       – 0  –      49,553,552 (c) 

Centrally Cleared Interest Rate Swaps

     – 0  –      34,225,445       – 0  –      34,225,445 (c) 

Interest Rate Swaps

     – 0  –      5,265       – 0  –      5,265  

Liabilities:

        

Centrally Cleared Interest Rate Swaps

     – 0  –      (2,065,584     – 0  –      (2,065,584 )(c) 

Interest Rate Swaps

     – 0  –      (4,445,672     – 0  –      (4,445,672
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $     (416,738,726   $ 5,841,573,970     $ – 0  –    $ 5,424,835,244  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes.

 

(b)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

 

(c)

Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

 

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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. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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 is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party

 

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investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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

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

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended October 31, 2020, such reimbursement amounted to $35,461.

A summary of the Fund’s transactions in AB mutual funds for the six months ended October 31, 2020 is as follows:

 

Fund

  Market Value
4/30/20
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
10/31/20
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     69,468     $     785,303     $     804,925     $     49,846     $     40  

 

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During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2020 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $     1,180,434,809     $     383,890,691  

U.S. government securities

     – 0  –      45,800,391  

 

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

 

Gross unrealized appreciation

   $     300,474,480  

Gross unrealized depreciation

     (86,790,263
  

 

 

 

Net unrealized appreciation

   $ 213,684,217  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

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

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement

 

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of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on 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 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

 

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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 six months ended October 31, 2020, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the six months ended October 31, 2020, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of

 

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the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the six months ended October 31, 2020, 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 centrally cleared swaps

 

$

    83,778,997

 

Receivable/Payable for variation margin on centrally cleared swaps

 

$

2,065,584

Interest rate contracts

 

Unrealized appreciation on interest rate swaps

 

 

5,265

 

 

Unrealized depreciation on interest rate swaps

 

 

4,445,672

 

   

 

 

     

 

 

 

Total

    $     83,784,262       $     6,511,256  
   

 

 

     

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities.

This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

Derivative Type

 

Location of Gain

or (Loss) on
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   $ 17,942,198     $ 49,631,905  
   

 

 

   

 

 

 

Total

    $     17,942,198     $     49,631,905  
   

 

 

   

 

 

 

 

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The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended October 31, 2020:

 

Interest Rate Swaps:

  

Average notional amount

   $ 105,320,000  

Inflation Swaps:

  

Average notional amount

   $     173,831,500 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 1,085,532,857  

Centrally Cleared Inflation Swaps:

  

Average notional amount

   $ 1,162,527,429  

 

(a)

Positions were open for five months during the period.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of October 31, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

  Derivative
Assets
Subject

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

Citibank, NA

  $ 5,265     $ (5,265   $ – 0  –    $     – 0  –    $     – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 5,265     $ (5,265   $ – 0  –    $ – 0  –    $ 0 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

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

Citibank, NA

  $     4,445,672     $     (5,265   $     (4,440,407   $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 4,445,672     $ (5,265   $ (4,440,407   $ – 0  –    $ 0 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

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NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
     Six Months Ended
October 31, 2020
(unaudited)
   

Year Ended

April 30, 2020

         

Six Months Ended

October 31, 2020
(unaudited)

   

Year Ended

April 30, 2020

       
  

 

 

   

Shares sold

     63,982,254       190,409,250       $     745,446,006     $     2,239,043,371    

 

   

Shares issued in reinvestment of dividends

     – 0  –      37         – 0  –      448    

 

   

Shares redeemed

     (39,058,566     (56,641,214       (454,533,967     (663,290,973  

 

   

Net increase

     24,923,688       133,768,073       $ 290,912,039     $     1,575,752,846    

 

   

NOTE E

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, 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

 

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affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

The Fund may invest in the municipal securities of Puerto Rico or other US territories and their governmental agencies and municipalities, which are exempt from federal, state, and, where applicable, local income taxes. These municipal securities may have more risks than those of other US issuers of municipal securities. Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities.

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During the periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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—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

 

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higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Illiquid Investments Risk—Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments 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 illiquid investments risk than most other types of investments.

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.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the six months ended October 31, 2020.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2021 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended April 30, 2020 and April 30, 2019 were as follows:

 

     2020      2019  

Distributions paid from:

     

Ordinary income

   $ 3,709,081      $ 2,482,625  
  

 

 

    

 

 

 

Total taxable distributions

     3,709,081        2,482,625  

Tax-exempt distributions

     150,805,847        118,557,123  
  

 

 

    

 

 

 

Total distributions paid

   $     154,514,928      $     121,039,748  
  

 

 

    

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

As of April 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $ 14,476,209  

Accumulated capital and other losses

     (53,855,071 )(a) 

Unrealized appreciation/(depreciation)

     (232,296,868 )(b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     (271,675,730 )(c) 
  

 

 

 

 

(a)

As of April 30, 2020, the Fund had a net capital loss carryforward of $53,855,071.

 

(b)

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

 

(c)

The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of defaulted securities and dividends payable.

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, 2020, the Fund had a net short-term capital loss carryforward of $53,855,071, which may be carried forward for an indefinite period.

NOTE H

Floating Rate Notes Issued in Connection with Securities Held

The Fund may engage in tender option bond (“TOB”) transactions in which the Fund transfers a fixed rate bond (“Fixed Rate Bond”) into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust). The Fund buys a residual interest in the assets and cash flows of the SPV, often referred to as an inverse floating rate obligation (“Inverse Floater”). The SPV also issues floating rate notes (“Floating Rate Notes”) which are sold to third parties. The Floating Rate Notes pay interest at rates that generally reset weekly and their holders have the option to tender their notes to a liquidity provider for redemption at par. The Inverse Floater held by the Fund gives the Fund the right (1) to cause the holders of the Floating Rate Notes to tender their notes at par, and (2) to have the trustee transfer the Fixed Rate Bond held by the SPV to the Fund, thereby collapsing the SPV. The SPV may also be collapsed in certain other circumstances. In accordance with U.S. GAAP requirements regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities, the Fund accounts for the transaction described above as a secured borrowing by including the Fixed Rate Bond in its portfolio of investments and the Floating Rate Notes as a liability under the caption “Payable for floating rate notes issued” in its statement of assets and liabilities. Interest expense related to the Fund’s liability with respect to Floating Rate Notes is recorded as incurred. The interest expense is also included in the Fund’s expense ratio. At October 31, 2020, the amount of the Fund’s Floating Rate Notes outstanding was $466,585,000 and the

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

related interest rate was 0.16% to 0.47%. For the six months ended October 31, 2020, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $280,881,622 and 0.87%, 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.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

   

Six Months
Ended
October 31,
2020

(unaudited)

    Year Ended April 30,  
    2020     2019     2018     2017     2016  
 

 

 

 

Net asset value, beginning of period

    $  10.80       $  11.70       $  11.32       $  11.25       $  11.59       $  11.14  
 

 

 

 

Income From Investment Operations

           

Net investment income(a)

    .22       .44       .45       .44       .44       .48  

Net realized and unrealized gain (loss) on investment transactions

    1.06       (.90     .38       .07       (.34     .46  
 

 

 

 

Net increase (decrease) in net asset value from operations

    1.28       (.46     .83       .51       .10       .94  
 

 

 

 

Less: Dividends

           

Dividends from net investment income

    (.23     (.44     (.45     (.44     (.44     (.49
 

 

 

 

Net asset value, end of period

    $  11.85       $  10.80       $  11.70       $  11.32       $  11.25       $  11.59  
 

 

 

 

Total Return

           

Total investment return based on net asset value(b)

    11.85  %      (4.23 )%      7.53  %      4.55  %      .87  %      8.69  % 

Ratios/Supplemental Data

           

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

    $5,437,524       $4,685,911       $3,509,575       $2,760,892       $1,667,126       $1,112,540  

Ratio to average net assets of:

           

Expenses(c)

    .05  %^       .01  %      .01  %      .01  %      .00  %(d)       .01  % 

Net investment income

    3.74  %^       3.67  %      3.91  %      3.82  %      3.85  %      4.25  % 

Portfolio turnover rate

    8  %      12  %      14  %      19  %      23  %      8  % 

 

(a)

Based on average shares outstanding.

 

(b)

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

 

(c)

The expense ratios, excluding interest expense are .00%, .00%, .00%, .00%, .00% and .00%, respectively.

 

(d)

Amount is less than .005%.

 

^

Annualized.

See notes to financial statements.

 

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BOARD OF TRUSTEES

 

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

Jorge A. Bermudez(1)

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and Chief Executive Officer

Jeanette Loeb(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

R.B. (Guy) Davidson III(2),^, Vice President

Terrance T. Hults(2), Vice President

Matthew J. Norton(2), Vice President

Andrew Potter(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
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 Fund’s Portfolio are made by the Adviser’s Municipal Bond Investment Team. Messrs. Davidson, Hults, Norton and Potter are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

^

Mr. Davidson is expected to retire from the Adviser effective December 30, 2020.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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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 4-6, 2019 (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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of 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 review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the underlying fund advised by the Adviser in which the Fund invests.

 

*

Following transactions completed on November 13, 2019 that may have been deemed to have been an “assignment” causing termination of the Fund’s investment advisory agreement, a new investment advisory agreement, having the same terms as the prior one, was entered into by the Fund and the Adviser.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that 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. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution

 

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expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in the periods reviewed was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests. 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 performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of

 

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the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by the Adviser that utilize investment strategies similar to those of the Fund.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

 

1

Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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NOTES

 

 

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LOGO

AB MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

MIS-0152-1020                 LOGO


OCT    10.31.20

LOGO

SEMI-ANNUAL REPORT

AB TAXABLE MULTI-SECTOR INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you Invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    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


 

SEMI-ANNUAL REPORT

 

December 15, 2020

This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares for the semi-annual reporting period ended October 31, 2020. 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 OCTOBER 31, 2020 (unaudited)

 

     6 Months      12 Months  
AB TAXABLE MULTI-SECTOR INCOME SHARES      2.19%        2.89%  
Bloomberg Barclays US Aggregate ex Government Bond Index      2.66%        5.45%  

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 October 31, 2020.

During the six-month period, the Fund underperformed the benchmark. Security selection was the largest detractor, relative to the benchmark, primarily from selections in consumer noncyclical, US municipal bonds, banking, technology and capital goods. Industry allocation contributed due to allocations in agency mortgage-backed securities, investment-grade credit default swaps and real estate investment trusts (“REITs”) that more than offset losses in sovereign bonds and US Treasuries. Yield-curve positioning in maturities over 10 years also contributed. Currency decisions did not have a meaningful impact on performance during the period.

During the 12-month period, the Fund underperformed the benchmark. The Fund’s shorter-than-benchmark duration was the primary detractor, as yields fell across the curve during the period. Industry allocations also detracted due to exposures to agency mortgage-backed securities, US municipal bonds, electric and capital goods, all of which were partially offset by investment-grade credit default swaps. Security selection contributed, mostly from selection within energy, electric, REITs and capital goods that exceeded a loss within commercial mortgage-backed securities. Currency decisions did not have a meaningful impact on performance during the period.

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

 

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immaterial impact for the six-month period and detracted for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global fixed-income market returns were positive yet volatile over the six-month period ended October 31, 2020. Government bonds advanced modestly. Emerging- and developed-market high-yield corporate bonds led gains, followed by emerging- and developed-market investment-grade corporates, as investors searched for higher yields in a period of falling interest rates. Corporate bonds in the US outperformed their European counterparts. Emerging-market local bonds also rebounded, and securitized assets provided positive, yet muted, results. The US dollar fell against all major developed-market currencies and a majority of emerging-market currencies. Brent crude oil prices rose 90% from recent historic lows as economies started to open up and rebound.

The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities through top-down and bottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates but has leeway to invest in below investment-grade bonds as well.

INVESTMENT POLICIES

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

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

The 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.

 

(continued on next page)

 

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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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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

 

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DISCLOSURES AND RISKS (continued)

 

sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

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 more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

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

Mortgage-Related and/or Other Asset-Backed Securities Risk: Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by nongovernmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or

 

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DISCLOSURES AND RISKS (continued)

 

illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

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

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

 

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DISCLOSURES AND RISKS (continued)

 

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most 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 OCTOBER 31, 2020 (unaudited)

 

     NAV Returns  
1 Year      2.89%  
5 Years      2.56%  
10 Years      2.44%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2020 (unaudited)

 

     NAV Returns  
1 Year      3.21%  
5 Years      2.57%  
10 Years      2.52%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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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
May 1, 2020
    Ending
Account Value
October 31, 2020
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,021.90     $     0       0.00

Hypothetical**

  $ 1,000     $ 1,025.21     $ 0       0.00

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

October 31, 2020 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $274.2

 

 

 

LOGO

 

1

All data are as of October 31, 2020. 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

October 31, 2020 (unaudited)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT
GRADE – 70.0%

    

Industrial – 48.1%

    

Basic – 2.6%

    

Air Products and Chemicals, Inc.
1.50%, 10/15/2025

   $ 1,600     $ 1,658,032  

DuPont de Nemours, Inc.
2.169%, 05/01/2023

     2,000       2,019,240  

Ecolab, Inc.
2.375%, 08/10/2022

     1,475       1,524,973  

EI du Pont de Nemours and Co.
1.70%, 07/15/2025

     1,265       1,310,742  

Glencore Finance Canada Ltd.
4.95%, 11/15/2021(a)

     505       525,751  

Glencore Funding LLC
3.00%, 10/27/2022(a)

     225       232,765  
    

 

 

 
       7,271,503  
    

 

 

 

Capital Goods – 5.2%

 

3M Co.
2.00%, 02/14/2025

     850       896,453  

Caterpillar Financial Services Corp.
1.90%, 09/06/2022

     700       719,607  

2.95%, 02/26/2022

     915       946,586  

CNH Industrial Capital LLC
4.375%, 11/06/2020

     950       950,000  

Eaton Corp.
2.75%, 11/02/2022

     1,265       1,322,241  

Illinois Tool Works, Inc.
3.50%, 03/01/2024

     1,550       1,686,291  

John Deere Capital Corp.
1.95%, 06/13/2022

     636       652,460  

2.30%, 06/07/2021

     1,100       1,113,728  

Parker-Hannifin Corp.
2.70%, 06/14/2024

     1,000       1,067,300  

Raytheon Technologies Corp.
2.80%, 03/15/2022(a)

     2,175       2,239,184  

Republic Services, Inc.
2.50%, 08/15/2024

     1,000       1,061,830  

Waste Management, Inc.
2.40%, 05/15/2023

     1,630       1,699,324  
    

 

 

 
       14,355,004  
    

 

 

 

Communications - Media – 3.4%

 

Charter Communications Operating LLC/Charter Communications Operating Capital
4.464%, 07/23/2022

     1,750       1,854,335  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Comcast Corp.
3.00%, 02/01/2024

   $ 500     $ 537,430  

3.375%, 02/15/2025

     675       744,694  

Fox Corp.
3.666%, 01/25/2022

     1,350       1,403,865  

4.03%, 01/25/2024

     435       477,321  

Omnicom Group, Inc./Omnicom Capital, Inc.
3.625%, 05/01/2022

     450       470,731  

3.65%, 11/01/2024

     800       877,944  

ViacomCBS, Inc.
3.70%, 08/15/2024

     600       654,018  

Walt Disney Co. (The)
0.496% (LIBOR 3 Month + 0.25%), 09/01/2021(b)

     725       725,950  

3.00%, 09/15/2022

     1,500       1,572,420  
    

 

 

 
       9,318,708  
    

 

 

 

Communications -
Telecommunications – 1.5%

    

AT&T, Inc.
2.625%, 12/01/2022

     355       369,221  

3.00%, 06/30/2022

     375       389,123  

Rogers Communications, Inc.
3.00%, 03/15/2023

     2,000       2,106,220  

Verizon Communications, Inc.
1.68%, 10/30/2030(a)

     1,386       1,371,211  
    

 

 

 
       4,235,775  
    

 

 

 

Consumer Cyclical - Automotive – 2.5%

 

BMW Finance NV
2.25%, 08/12/2022(a)

     675       694,690  

BMW US Capital LLC
3.40%, 08/13/2021(a)

     1,065       1,089,953  

Cummins, Inc.
0.75%, 09/01/2025

     1,000       998,960  

General Motors Financial Co., Inc.
1.70%, 08/18/2023

     1,000       1,008,870  

2.45%, 11/06/2020

     220       220,024  

Harley-Davidson Financial Services, Inc.
3.55%, 05/21/2021(a)

     1,025       1,039,360  

Toyota Motor Credit Corp.
1.35%, 08/25/2023

     1,660       1,701,234  
    

 

 

 
       6,753,091  
    

 

 

 

Consumer Cyclical - Other – 1.2%

 

DR Horton, Inc.
2.55%, 12/01/2020

     1,000       1,001,580  

Las Vegas Sands Corp.
3.20%, 08/08/2024

     1,000       1,011,520  

Marriott International, Inc./MD
3.60%, 04/15/2024

     350       360,801  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series Y
0.846% (LIBOR 3 Month + 0.60%), 12/01/2020(b)

   $ 800     $ 799,360  
    

 

 

 
       3,173,261  
    

 

 

 

Consumer Cyclical - Retailers – 1.0%

 

Costco Wholesale Corp.
2.75%, 05/18/2024

     1,000       1,077,800  

Walmart, Inc.
3.40%, 06/26/2023

     1,570       1,692,852  
    

 

 

 
       2,770,652  
    

 

 

 

Consumer Non-Cyclical – 13.3%

 

Abbott Laboratories
2.95%, 03/15/2025

     1,300       1,423,500  

AbbVie, Inc.
2.30%, 05/14/2021

     650       655,636  

2.30%, 11/21/2022(a)

     1,325       1,372,713  

3.375%, 11/14/2021

     615       633,321  

AmerisourceBergen Corp.
3.25%, 03/01/2025

     1,350       1,478,736  

Amgen, Inc.
2.65%, 05/11/2022

     1,600       1,651,440  

Baxalta, Inc.
3.60%, 06/23/2022

     23       23,999  

Biogen, Inc.
3.625%, 09/15/2022

     1,479       1,563,510  

Bristol-Myers Squibb Co.
2.60%, 05/16/2022

     1,025       1,060,424  

2.75%, 02/15/2023

     225       236,547  

3.25%, 02/20/2023

     815       865,481  

Bunge Ltd. Finance Corp.
3.50%, 11/24/2020

     1,375       1,377,338  

Cigna Corp.
3.40%, 09/17/2021

     1,825       1,873,308  

CommonSpirit Health
2.76%, 10/01/2024

     1,000       1,047,770  

CVS Health Corp.
2.125%, 06/01/2021

     400       403,496  

DH Europe Finance II SARL
2.05%, 11/15/2022

     1,850       1,908,256  

Eli Lilly & Co.
2.35%, 05/15/2022

     1,275       1,315,010  

Gilead Sciences, Inc.
1.95%, 03/01/2022

     565       575,130  

3.70%, 04/01/2024

     1,300       1,414,400  

Hershey Co. (The)
0.90%, 06/01/2025

     1,300       1,313,312  

 

14    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Johnson & Johnson
2.25%, 03/03/2022

   $ 1,335     $ 1,368,041  

McCormick & Co., Inc./MD
3.15%, 08/15/2024

     830       899,197  

McKesson Corp.
3.796%, 03/15/2024

     1,500       1,638,375  

Merck & Co., Inc.
2.75%, 02/10/2025

     1,130       1,223,598  

PepsiCo, Inc.
0.75%, 05/01/2023

     750       757,373  

3.50%, 07/17/2025

     1,110       1,246,663  

Pfizer, Inc.
3.00%, 06/15/2023

     1,000       1,066,770  

Philip Morris International, Inc.
3.25%, 11/10/2024

     1,000       1,098,020  

Shire Acquisitions Investments Ireland DAC
2.875%, 09/23/2023

     1,600       1,697,200  

Thermo Fisher Scientific, Inc.
3.00%, 04/15/2023

     1,000       1,057,330  

Zimmer Biomet Holdings, Inc.
0.977% (LIBOR 3 Month + 0.75%),
03/19/2021(b)

     1,055       1,054,620  

Zoetis, Inc.
3.25%, 02/01/2023

     1,000       1,053,580  
    

 

 

 
       36,354,094  
    

 

 

 

Energy – 3.8%

 

BP Capital Markets America, Inc.
3.245%, 05/06/2022

     775       807,790  

Chevron Corp.
1.141%, 05/11/2023

     1,665       1,695,170  

Energy Transfer Operating LP
4.25%, 03/15/2023

     500       522,115  

4.65%, 06/01/2021

     10       10,129  

Energy Transfer Partners LP/Regency Energy Finance Corp.
4.50%, 11/01/2023

     750       793,290  

Exxon Mobil Corp.
1.571%, 04/15/2023

     1,655       1,701,505  

Husky Energy, Inc.
4.00%, 04/15/2024

     1,200       1,243,884  

Marathon Petroleum Corp.
4.50%, 05/01/2023

     1,200       1,290,780  

MPLX LP
1.342% (LIBOR 3 Month + 1.10%),
09/09/2022(b)

     1,250       1,249,963  

Schlumberger Finance Canada Ltd.
2.20%, 11/20/2020(a)

     1,000       1,000,770  
    

 

 

 
       10,315,396  
    

 

 

 

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Services – 3.4%

 

Amazon.com, Inc.
2.40%, 02/22/2023

   $ 875     $ 914,603  

2.50%, 11/29/2022

     1,305       1,356,548  

Booking Holdings, Inc.
2.75%, 03/15/2023

     1,685       1,763,352  

eBay, Inc.
2.60%, 07/15/2022

     485       500,287  

3.80%, 03/09/2022

     1,000       1,041,500  

Mastercard, Inc.
2.00%, 11/21/2021

     1,590       1,617,634  

Moody’s Corp.
2.625%, 01/15/2023

     750       783,660  

4.50%, 09/01/2022

     1,300       1,383,759  
    

 

 

 
       9,361,343  
    

 

 

 

Technology – 9.7%

 

Alphabet, Inc.
3.375%, 02/25/2024

     1,500       1,644,165  

Analog Devices, Inc.
2.50%, 12/05/2021

     1,000       1,019,920  

Apple, Inc.
2.40%, 05/03/2023

     1,250       1,312,813  

3.00%, 02/09/2024

     800       859,016  

Autodesk, Inc.
4.375%, 06/15/2025

     800       911,008  

Baidu, Inc.
2.875%, 07/06/2022

     375       386,133  

Cisco Systems, Inc.
1.85%, 09/20/2021

     1,650       1,671,087  

Fidelity National Information Services, Inc.
3.50%, 04/15/2023

     850       904,375  

Fiserv, Inc.
2.75%, 07/01/2024

     1,000       1,067,360  

Hewlett Packard Enterprise Co.
1.45%, 04/01/2024

     1,715       1,747,345  

Honeywell International, Inc.
0.498% (LIBOR 3 Month + 0.23%), 08/19/2022(b)

     585       585,339  

2.15%, 08/08/2022

     1,300       1,339,234  

IBM Credit LLC
3.60%, 11/30/2021

     255       263,948  

Intel Corp.
3.70%, 07/29/2025

     1,025       1,158,004  

International Business Machines Corp.
2.85%, 05/13/2022

     1,500       1,557,015  

3.625%, 02/12/2024

     1,000       1,094,410  

 

16    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

KLA Corp.
4.65%, 11/01/2024

   $ 1,250     $ 1,423,437  

Microsoft Corp.
2.375%, 02/12/2022

     1,300       1,332,695  

Oracle Corp.
1.90%, 09/15/2021

     1,175       1,189,676  

3.625%, 07/15/2023

     500       542,705  

QUALCOMM, Inc.
1.30%, 05/20/2028(a)

     1,094       1,082,830  

salesforce.com, Inc.
3.25%, 04/11/2023

     2,100       2,242,443  

Texas Instruments, Inc.
2.625%, 05/15/2024

     1,325       1,416,080  
    

 

 

 
       26,751,038  
    

 

 

 

Transportation - Airlines – 0.4%

 

Southwest Airlines Co.
4.75%, 05/04/2023

     1,000       1,071,720  
    

 

 

 

Transportation - Services – 0.1%

 

Aviation Capital Group LLC
2.875%, 01/20/2022(a)

     17       16,973  

3.875%, 05/01/2023(a)

     79       79,011  

4.875%, 10/01/2025(a)

     69       68,108  
    

 

 

 
       164,092  
    

 

 

 
       131,895,677  
    

 

 

 

Financial Institutions – 16.7%

 

Banking – 12.9%

 

Banco Santander SA
2.706%, 06/27/2024

     1,000       1,057,790  

Bank of America Corp.
0.875% (LIBOR 3 Month + 0.65%), 06/25/2022(b)

     535       536,808  

2.881%, 04/24/2023

     1,175       1,213,810  

3.458%, 03/15/2025

     500       540,990  

Bank of New York Mellon Corp. (The)
2.661%, 05/16/2023

     1,000       1,033,800  

Capital One Bank USA NA
2.014%, 01/27/2023

     1,600       1,625,632  

Citigroup, Inc.
1.678%, 05/15/2024

     1,000       1,024,190  

2.876%, 07/24/2023

     1,300       1,349,179  

Goldman Sachs Group, Inc. (The)
2.35%, 11/15/2021

     48       48,931  

2.905%, 07/24/2023

     1,000       1,038,510  

2.908%, 06/05/2023

     1,300       1,346,943  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

JPMorgan Chase & Co.
1.514%, 06/01/2024

   $ 1,800     $ 1,839,312  

2.776%, 04/25/2023

     1,320       1,365,316  

3.797%, 07/23/2024

     725       786,016  

Lloyds Banking Group PLC
1.326%, 06/15/2023

     1,350       1,360,638  

Mitsubishi UFJ Financial Group, Inc.
1.412%, 07/17/2025

     1,300       1,320,449  

Mizuho Financial Group, Inc.
1.241%, 07/10/2024

     2,000       2,019,600  

Morgan Stanley
2.625%, 11/17/2021

     1,435       1,469,053  

Nationwide Building Society
4.363%, 08/01/2024(a)

     200       217,004  

PNC Bank NA
2.028%, 12/09/2022

     1,475       1,500,060  

Royal Bank of Canada
Series G
1.95%, 01/17/2023

     1,500       1,549,680  

Royal Bank of Scotland Group PLC
4.269%, 03/22/2025

     1,000       1,091,250  

State Street Corp.
2.825%, 03/30/2023

     1,000       1,032,198  

3.776%, 12/03/2024

     1,000       1,096,490  

Sumitomo Mitsui Financial Group, Inc.
2.784%, 07/12/2022

     2,000       2,076,360  

Synchrony Bank
3.65%, 05/24/2021

     775       785,555  

Toronto-Dominion Bank (The)
2.65%, 06/12/2024

     1,000       1,067,300  

US Bancorp
2.40%, 07/30/2024

     1,275       1,353,463  

Wells Fargo Bank NA
2.082%, 09/09/2022

     1,050       1,064,448  

Zions Bancorp NA
3.50%, 08/27/2021

     1,555       1,589,101  
    

 

 

 
       35,399,876  
    

 

 

 

Finance – 0.9%

 

AIG Global Funding
2.30%, 07/01/2022(a)

     500       515,765  

3.35%, 06/25/2021(a)

     600       611,838  

Air Lease Corp.
2.50%, 03/01/2021

     1,015       1,020,572  

3.875%, 07/03/2023

     300       313,242  
    

 

 

 
       2,461,417  
    

 

 

 

 

18    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Other Finance – 0.5%

 

Enterprise Community Loan Fund, Inc.
Series 2018
3.685%, 11/01/2023

   $ 1,180     $ 1,229,808  
    

 

 

 

REITS – 2.4%

 

American Tower Corp.
2.25%, 01/15/2022

     675       689,526  

3.00%, 06/15/2023

     575       609,494  

3.50%, 01/31/2023

     600       637,350  

Healthpeak Properties, Inc.
3.40%, 02/01/2025

     1,000       1,091,160  

Host Hotels & Resorts LP
Series D
3.75%, 10/15/2023

     1,275       1,318,325  

Simon Property Group LP
3.75%, 02/01/2024

     1,500       1,614,840  

Ventas Realty LP
3.10%, 01/15/2023

     119       124,275  

3.50%, 04/15/2024

     500       539,265  
    

 

 

 
       6,624,235  
    

 

 

 
       45,715,336  
    

 

 

 

Utility – 5.2%

 

Electric – 4.8%

 

CMS Energy Corp.
5.05%, 03/15/2022

     850       890,723  

Dominion Energy, Inc.
2.715%, 08/15/2021

     1,500       1,524,525  

DTE Energy Co.
Series B
3.30%, 06/15/2022

     565       586,978  

Duke Energy Progress LLC
Series A
0.433% (LIBOR 3 Month + 0.18%), 02/18/2022(b)

     1,000       999,800  

Eversource Energy
2.50%, 03/15/2021

     1,920       1,931,578  

Exelon Corp.
2.45%, 04/15/2021

     548       551,946  

National Rural Utilities Cooperative Finance Corp.
2.90%, 03/15/2021

     995       1,004,731  

3.05%, 02/15/2022

     300       308,283  

NextEra Energy Capital Holdings, Inc.
2.80%, 01/15/2023

     600       628,458  

Public Service Enterprise Group, Inc.
2.65%, 11/15/2022

     845       881,563  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Sempra Energy
3.55%, 06/15/2024

   $ 1,000     $ 1,085,980  

Southern California Edison Co.
Series C
3.50%, 10/01/2023

     1,775       1,909,421  

Southern Co. (The)
2.35%, 07/01/2021

     875       885,194  
    

 

 

 
       13,189,180  
    

 

 

 

Other Utility – 0.4%

 

American Water Capital Corp.
3.40%, 03/01/2025

     1,135       1,247,649  
    

 

 

 
       14,436,829  
    

 

 

 

Total Corporates – Investment Grade
(cost $189,791,910)

       192,047,842  
    

 

 

 
    

LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 10.6%

    

United States – 10.6%

 

Buckeye Tobacco Settlement Financing Authority
1.85%, 06/01/2029

     755       750,553  

1.95%, 06/01/2026

     400       409,508  

Central Texas Turnpike System
Series 2020B
1.98%, 08/15/2042

     1,000       1,008,870  

Chicago Housing Authority
Series 2018B
3.324%, 01/01/2022

     1,000       1,025,020  

Chicago O’Hare International Airport
Series 2020D
1.168%, 01/01/2024

     2,000       1,995,800  

City & County of Denver CO Airport System Revenue
Series 2020C
1.115%, 11/15/2024

     750       748,823  

City of Houston TX Airport System Revenue
Series 2020C
1.272%, 07/01/2024

     1,000       1,001,410  

City of Jacksonville
Series 2020C
0.594%, 10/01/2023

     1,500       1,495,005  

City of San Francisco CA Public Utilities Commission Water Revenue
Series 2020A
1.864%, 11/01/2021

     500       507,690  

 

20    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Colorado Health Facilities Authority
Series 2019B
2.185%, 11/01/2021

   $ 800     $ 807,256  

2.237%, 11/01/2022

     100       101,707  

2.396%, 11/01/2023

     1,050       1,074,812  

County of Riverside CA
2.363%, 02/15/2023

     200       206,978  

Florida Development Finance Corp.
0.55%, 01/01/2049

     1,740       1,739,669  

Inland Empire Tobacco Securitization Corp.
3.678%, 06/01/2038

     1,000       1,053,840  

Massachusetts Development Finance Agency
1.494%, 10/01/2023

     385       389,558  

New York State Dormitory Authority
Series 2020F
2.027%, 02/15/2023

     250       255,055  

Ohio Turnpike & Infrastructure Commission
1.746%, 02/15/2023

     700       709,569  

Pennsylvania Turnpike Commission
Series 2019E
2.556%, 12/01/2025

     760       787,831  

Port Authority of New York & New Jersey
Series 2020A
1.086%, 07/01/2023

     2,375       2,401,932  

Port of Portland OR Airport Revenue
Series 2020T
0.80%, 07/01/2022

     600       599,826  

1.00%, 07/01/2023

     1,200       1,198,572  

Reedy Creek Improvement District
Series 2020A
1.549%, 06/01/2023

     700       715,680  

State Board of Administration Finance Corp.
Series 2020A
1.258%, 07/01/2025

     1,010       1,020,544  

State of Hawaii
Series 2020F
0.893%, 08/01/2026

     1,000       987,560  

State of Hawaii Airports System Revenue
Series 2020E
1.392%, 07/01/2025

     1,000       1,001,530  

State of Nevada Department of Business & Industry
0.50%, 01/01/2050(a)

     1,000       999,470  

State of Wisconsin
Series 2020A
1.67%, 05/01/2021

     1,000       1,005,950  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Tobacco Settlement Finance Authority/WV 3.00%, 06/01/2035

   $ 2,050     $ 2,048,381  

Transbay Joint Powers Authority
(Transbay Joint Powers Authority Transbay Redevelopment Project Tax Increment Rev) 2.40%, 10/01/2049

     910       896,441  
    

 

 

 

Total Local Governments – US Municipal Bonds (cost $28,773,830)

       28,944,840  
    

 

 

 
    

COLLATERALIZED MORTGAGE OBLIGATIONS – 1.7%

    

Risk Share Floating Rate – 1.6%

    

Bellemeade Re Ltd.
Series 2019-3A, Class M1B
1.749% (LIBOR 1 Month + 1.60%), 07/25/2029(a)(b)

     383       375,087  

Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2014-DN3, Class M3
4.149% (LIBOR 1 Month + 4.00%), 08/25/2024(b)

     116       116,886  

Series 2015-DNA1, Class M3
3.449% (LIBOR 1 Month + 3.30%), 10/25/2027(b)

     233       240,369  

Series 2015-HQA1, Class M3
4.849% (LIBOR 1 Month + 4.70%), 03/25/2028(b)

     221       229,451  

Series 2016-DNA1, Class M3
5.698% (LIBOR 1 Month + 5.55%), 07/25/2028(b)

     320       336,775  

Series 2016-DNA4, Class M3
3.949% (LIBOR 1 Month + 3.80%), 03/25/2029(b)

     240       248,789  

Series 2016-HQA4, Class M3
4.049% (LIBOR 1 Month + 3.90%), 04/25/2029(b)

     249       257,140  

Series 2017-DNA3, Class M2
2.649% (LIBOR 1 Month + 2.50%), 03/25/2030(b)

     250       252,656  

Series 2019-DNA3, Class M2
2.199% (LIBOR 1 Month + 2.05%), 07/25/2049(a)(b)

     54       53,266  

Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C01, Class M2
4.549% (LIBOR 1 Month + 4.40%), 01/25/2024(b)

     291       275,874  

 

22    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2014-C03, Class 2M2
3.049% (LIBOR 1 Month + 2.90%), 07/25/2024(b)

   $ 189     $ 188,635  

Series 2015-C01, Class 2M2
4.699% (LIBOR 1 Month + 4.55%), 02/25/2025(b)

     22       22,451  

Series 2016-C01, Class 1M2
6.899% (LIBOR 1 Month + 6.75%), 08/25/2028(b)

     387       411,882  

Series 2016-C02, Class 1M2
6.149% (LIBOR 1 Month + 6.00%), 09/25/2028(b)

     412       433,373  

Series 2016-C03, Class 1M2
5.449% (LIBOR 1 Month + 5.30%), 10/25/2028(b)

     194       204,505  

Series 2016-C06, Class 1M2
4.399% (LIBOR 1 Month + 4.25%), 04/25/2029(b)

     159       164,226  

Series 2016-C07, Class 2M2
4.499% (LIBOR 1 Month + 4.35%), 05/25/2029(b)

     140       145,840  

Series 2017-C02, Class 2M2
3.799% (LIBOR 1 Month + 3.65%), 09/25/2029(b)

     304       306,460  

Series 2017-C06, Class 2M2
2.949% (LIBOR 1 Month + 2.80%), 02/25/2030(b)

     156       155,604  
    

 

 

 
       4,419,269  
    

 

 

 

Agency Fixed Rate – 0.1%

 

Federal Home Loan Mortgage Corp. REMICs Series 4029, Class LD
1.75%, 01/15/2027

     194       197,618  

Series 4459, Class CA
5.00%, 12/15/2034

     41       45,176  
    

 

 

 
       242,794  
    

 

 

 

Total Collateralized Mortgage Obligations
(cost $4,646,908)

       4,662,063  
    

 

 

 
    

COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.5%

    

Non-Agency Floating Rate CMBS – 1.1%

    

BAMLL Commercial Mortgage Securities Trust
Series 2017-SCH, Class AF
1.148% (LIBOR 1 Month + 1.00%), 11/15/2033(a)(b)

     1,000       944,983  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

DBWF Mortgage Trust
Series 2018-GLKS, Class A
1.177% (LIBOR 1 Month + 1.03%), 12/19/2030(a)(b)

   $ 1,000     $ 972,506  

Invitation Homes Trust
Series 2018-SFR4, Class A
1.247% (LIBOR 1 Month + 1.10%), 01/17/2038(a)(b)

     328       328,210  

Starwood Retail Property Trust
Series 2014-STAR, Class A
1.618% (LIBOR 1 Month + 1.47%), 11/15/2027(a)(b)

     975       721,757  
    

 

 

 
       2,967,456  
    

 

 

 

Non-Agency Fixed Rate CMBS – 0.4%

 

Citigroup Commercial Mortgage Trust
Series 2015-GC29, Class A2
2.674%, 04/10/2048

     7       7,632  

GS Mortgage Securities Trust
Series 2013-G1, Class A1
2.059%, 04/10/2031(a)

     277       278,450  

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2012-LC9, Class AS
3.353%, 12/15/2047(a)

     750       766,569  

LSTAR Commercial Mortgage Trust
Series 2016-4, Class A2
2.579%, 03/10/2049(a)

     89       90,805  
    

 

 

 
       1,143,456  
    

 

 

 

Agency CMBS – 0.0%

 

Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates

    

Series K021, Class A1
1.603%, 01/25/2022

     35       35,443  

Series K025, Class A1
1.875%, 04/25/2022

     41       41,325  
    

 

 

 
       76,768  
    

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $4,475,933)

       4,187,680  
    

 

 

 
    

ASSET-BACKED SECURITIES – 1.3%

    

Credit Cards - Fixed Rate – 0.6%

    

Chase Issuance Trust
Series 2014-A2, Class A2
2.77%, 03/15/2023

     105       105,998  

 

24    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

World Financial Network Credit Card Master Trust
Series 2018-B, Class A
3.46%, 07/15/2025

   $ 1,350     $ 1,384,014  
    

 

 

 
       1,490,012  
    

 

 

 

Autos - Fixed Rate – 0.4%

 

CarMax Auto Owner Trust
Series 2017-4, Class A3
2.11%, 10/17/2022

     425       427,265  

GM Financial Consumer Automobile Receivables Trust
Series 2017-3A, Class A3
1.97%, 05/16/2022(a)

     239       239,231  

Honda Auto Receivables Owner Trust
Series 2017-3, Class A4
1.98%, 11/20/2023

     400       401,911  
    

 

 

 
       1,068,407  
    

 

 

 

Other ABS - Fixed Rate – 0.3%

 

SoFi Consumer Loan Program LLC

    

Series 2017-2, Class A
3.28%, 02/25/2026(a)

     19       19,433  

Series 2017-5, Class A2
2.78%, 09/25/2026(a)

     315       317,311  

SoFi Consumer Loan Program Trust
Series 2018-3, Class A2
3.67%, 08/25/2027(a)

     435       439,113  

Verizon Owner Trust
Series 2017-3A, Class A1A
2.06%, 04/20/2022(a)

     67       66,570  
    

 

 

 
       842,427  
    

 

 

 

Total Asset-Backed Securities
(cost $3,354,947)

       3,400,846  
    

 

 

 
    

CORPORATES – NON-INVESTMENT
GRADE – 0.5%

    

Industrial – 0.5%

 

Consumer Cyclical - Automotive – 0.1%

    

Ford Motor Credit Co. LLC
3.336%, 03/18/2021

     325       324,724  
    

 

 

 

Energy – 0.4%

 

Western Midstream Operating LP
4.00%, 07/01/2022

     945       945,945  
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $1,280,833)

       1,270,669  
    

 

 

 

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company        
    
Shares
    U.S. $ Value  

 

 

SHORT-TERM INVESTMENTS – 13.2%

    

Investment Companies – 12.9%

    

AB Fixed Income Shares, Inc. – AB Government Money Market Portfolio –
Class AB, 0.03%(c)(d)(e)
(cost $35,468,430)

     35,468,430     $ 35,468,430  
    

 

 

 
     Principal
Amount
(000)
       

Short-Term Municipal Notes – 0.3%

    

New York – 0.3%

    

County of Erie

    

3.00%, 06/24/2021

   $ 310       315,041  

New York State Dormitory Authority
(State of New York Pers Income Tax)
Series 2020B

    

5.00%, 03/31/2021

     520       530,275  
    

 

 

 

Total Short-Term Municipal Notes
(cost $844,413)

       845,316  
    

 

 

 

Total Short-Term Investments
(cost $36,312,843)

       36,313,746  
    

 

 

 

Total Investments – 98.8%
(cost $268,637,204)

       270,827,686  

Other assets less liabilities – 1.2%

       3,387,728  
    

 

 

 

Net Assets – 100.0%

     $ 274,215,414  
    

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Description

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
   

Implied
Credit

Spread at

October 31,
2020

   

Notional
Amount
(000)

    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

 

CDX-NAIG Series 35, 5 Year Index, 12/20/2025*

    (1.00 )%      Quarterly       0.66     USD  38,250     $   (701,995   $   (825,949   $   123,954  

 

*

Termination date

 

26    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                        

Notional

Amount
(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

USD

    4,820       08/19/2025     0.34%   3 Month
LIBOR
   
Semi-Annual/
Quarterly
 
 
  $ 21,127     $     $ 21,127  

USD

    5,700       09/23/2025     0.34%   3 Month
LIBOR
   
Semi-Annual/
Quarterly
 
 
      27,364         —         27,364  

USD

    13,140       03/16/2026     0.46%   3 Month
LIBOR
   
Semi-Annual/
Quarterly
 
 
    20,282             20,282  
           

 

 

   

 

 

   

 

 

 
    $ 68,773     $     $ 68,773  
           

 

 

   

 

 

   

 

 

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap Counterparty &
Referenced Obligation

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
October 31,
2020
   

Notional
Amount
(000)

    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

               

Citigroup Global Markets, Inc.

 

CDX-CMBX.NA.BBB-. Series 9, 09/17/2058*

    (3.00 )%      Monthly       9.62     USD       105     $ 27,157     $ 3,528     $ 23,629  

JPMorgan Securities, LLC

               

CDX-CMBX.NA.BBB-. Series 9, 09/17/2058*

    (3.00     Monthly       9.62       USD       1,560       403,598       136,628       266,970  

Sale Contracts

               

Citigroup Global Markets, Inc.

 

CDX-CMBX.NA.A Series 6, 05/11/2063*

    2.00       Monthly       9.67       USD       2,500       (311,888     23,315       (335,203

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       180       (58,218     (17,342     (40,876

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       59       (19,088     (7,927     (11,161

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       32       (10,353     (3,131     (7,222

Credit Suisse International

               

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       224       (72,449     (22,146     (50,303

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       18       (5,823     (1,777     (4,046

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       335       (108,378     (32,269     (76,109

Goldman Sachs International

               

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       291       (94,144     (27,208     (66,936

JPMorgan Securities, LLC

               

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       25.00       USD       1,066       (344,868     (159,021     (185,847
           

 

 

   

 

 

   

 

 

 
            $   (594,454   $   (107,350   $   (487,104
           

 

 

   

 

 

   

 

 

 

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

*

Termination date

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2020, the aggregate market value of these securities amounted to $18,770,687 or 6.8% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at October 31, 2020.

 

(c)

Affiliated investments.

 

(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)

The rate shown represents the 7-day yield as of period end.

Glossary:

ABS – Asset-Backed Securities

CDX-CMBX.NA – North American Commercial Mortgage-Backed Index

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

CMBS – Commercial Mortgage-Backed Securities

LIBOR – London Interbank Offered Rate

REIT – Real Estate Investment Trust

REMICs – Real Estate Mortgage Investment Conduits

See notes to financial statements.

 

28    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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STATEMENT OF ASSETS & LIABILITIES

October 31, 2020 (unaudited)

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $233,168,774)

   $ 235,359,256  

Affiliated issuers (cost $35,468,430)

     35,468,430  

Cash

     3,127  

Cash collateral due from broker

     1,570,639  

Interest receivable

     1,547,493  

Receivable for investment securities sold

     707,908  

Receivable for shares of beneficial interest sold

     508,282  

Market value on credit default swaps (net premiums paid $163,471)

     430,755  

Receivable for variation margin on centrally cleared swaps

     24,201  

Receivable due from Adviser

     5,361  

Affiliated dividends receivable

     932  
  

 

 

 

Total assets

     275,626,384  
  

 

 

 
Liabilities

 

Market value on credit default swaps (net premiums received $270,821)

     1,025,209  

Dividends payable

     321,025  

Payable for shares of beneficial interest redeemed

     64,736  
  

 

 

 

Total liabilities

     1,410,970  
  

 

 

 

Net Assets

   $     274,215,414  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 274  

Additional paid-in capital

     272,021,860  

Distributable earnings

     2,193,280  
  

 

 

 
   $ 274,215,414  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 27,360,511 common shares outstanding)

   $ 10.02  
  

 

 

 

See notes to financial statements.

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    29


 

STATEMENT OF OPERATIONS

Six Months Ended October 31, 2020 (unaudited)

 

Investment Income

 

Interest

   $ 1,942,137     

Dividends—Affiliated issuers

     8,019     

Other income(a)

     9,659     
  

 

 

    

Total investment income

      $ 1,959,815  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        923,761  

Swaps

        (270,568

Net change in unrealized appreciation/depreciation of:

     

Investments

        1,884,465  

Swaps

        332,161  
     

 

 

 

Net gain on investment transactions

        2,869,819  
     

 

 

 

Net Increase in Net Assets from Operations

      $     4,829,634  
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

30    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30,
2020
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 1,959,815     $ 5,269,562  

Net realized gain on investment transactions

     653,193       1,362,084  

Net change in unrealized appreciation/depreciation of investments

     2,216,626       (912,238
  

 

 

   

 

 

 

Net increase in net assets from operations

     4,829,634       5,719,408  

Distribution to Shareholders

     (2,000,984     (5,605,173
Transactions in Shares of Beneficial Interest     

Net increase

     92,878,825       24,093,885  
  

 

 

   

 

 

 

Total increase

     95,707,475       24,208,120  
Net Assets     

Beginning of period

     178,507,939       154,299,819  
  

 

 

   

 

 

 

End of period

   $     274,215,414     $     178,507,939  
  

 

 

   

 

 

 

See notes to financial statements.

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    31


 

NOTES TO FINANCIAL STATEMENTS

October 31, 2020 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return 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

 

32    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded 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 generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    33


 

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.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential

 

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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 October 31, 2020:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates—Investment Grade

  $ – 0  –    $ 192,047,842     $     – 0  –    $ 192,047,842  

Local Governments—US Municipal Bonds

    – 0  –      28,944,840       – 0  –      28,944,840  

Collateralized Mortgage Obligations

    – 0  –      4,662,063       – 0  –      4,662,063  

Commercial Mortgage-Backed Securities

    – 0  –      4,187,680       – 0  –      4,187,680  

Asset-Backed Securities

    – 0  –      3,400,846       – 0  –      3,400,846  

Corporates—Non-Investment Grade

    – 0  –      1,270,669       – 0  –      1,270,669  

Short-Term Investments:

       

Investment Companies

    35,468,430       – 0  –      – 0  –      35,468,430  

Short-Term Municipal Notes

    – 0  –      845,316       – 0  –      845,316  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    35,468,430       235,359,256       – 0  –      270,827,686  

Other Financial Instruments(a):

       

Assets:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      68,773       – 0  –      68,773 (b) 

Credit Default Swaps

    – 0  –      430,755       – 0  –      430,755  

Liabilities:

       

Centrally Cleared Credit Default Swaps

    – 0  –      (701,995     – 0  –      (701,995 )(b) 

Credit Default Swaps

    – 0  –      (1,025,209     – 0  –      (1,025,209
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     35,468,430     $     234,131,580     $ – 0  –    $     269,600,010  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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(a) 

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

 

(b) 

Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

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

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

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. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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

 

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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. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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

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

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended October 31, 2020, such reimbursement amounted to $9,659.

 

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A summary of the Fund’s transactions in AB mutual funds for the six months ended October 31, 2020 is as follows:

 

Fund

  Market Value
4/30/20
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
10/31/20
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     656     $     140,099     $     105,287     $     35,468     $     8  

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

 

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NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2020 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     126,389,771      $     65,160,441  

U.S. government securities

     19,666,843        18,486,498  

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

 

Gross unrealized appreciation

   $     3,354,319  

Gross unrealized depreciation

     (1,458,214
  

 

 

 

Net unrealized appreciation

   $ 1,896,105  
  

 

 

 

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, 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

 

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to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on 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 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

 

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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 six months ended October 31, 2020, 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

 

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in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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 six months ended October 31, 2020, the Fund held credit default swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted

 

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and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

During the six months ended October 31, 2020, 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  

Credit contracts

  Receivable/Payable for variation margin on centrally cleared swaps   $ 123,954    

Interest rate contracts

      
Receivable/Payable for variation margin on centrally cleared swaps
   
    
68,773

   

Credit contracts

  Market value on credit default swaps     430,755     Market value on credit default swaps   $ 1,025,209  
   

 

 

     

 

 

 

Total

    $   623,482       $   1,025,209  
   

 

 

     

 

 

 

 

*

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

 

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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   $ (66,179   $ 108,254  

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps     (204,389     223,907  
   

 

 

   

 

 

 

Total

    $     (270,568)     $     332,161  
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended October 31, 2020:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     35,168,571  

Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 1,665,000  

Average notional amount of sale contracts

   $ 4,705,000  

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 34,500,000  

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of October 31, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

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

Citigroup Global Markets, Inc.

  $ 27,157     $ (27,157   $ – 0  –    $ – 0  –    $ – 0  – 

JPMorgan Securities, LLC

    403,598       (344,868     – 0  –      – 0  –      58,730  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     430,755     $     (372,025   $     – 0  –    $     – 0  –    $     58,730
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Counterparty

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

Citigroup Global Markets, Inc.

  $ 399,547     $ (27,157   $ (358,000   $ – 0  –    $ 14,390  

Credit Suisse International

    186,650       – 0  –      – 0  –      – 0  –      186,650  

Goldman Sachs International

    94,144       – 0  –      – 0  –      – 0  –      94,144  

JPMorgan Securities, LLC

    344,868       (344,868     – 0  –      – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     1,025,209     $     (372,025   $     (358,000   $     – 0  –    $     295,184
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest 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).

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

             
     Shares           Amount        
     Six Months Ended
October 31, 2020
(unaudited)
     Year Ended
April 30,
2020
          Six Months Ended
October 31, 2020
(unaudited)
    Year Ended
April 30,
2020
       
  

 

 

   

Shares sold

     11,007,847        27,279,165       $ 109,755,113     $ 270,823,547    

 

   

Shares redeemed

     (1,690,938      (24,944,045       (16,876,288     (246,729,662  

 

   

Net increase

     9,316,909        2,335,120       $ 92,878,825     $ 24,093,885    

 

   

NOTE E

Risks Involved in Investing in the Fund

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,

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During periods of very low or negative interest rates, the Fund’s returns may be adversely affected

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (“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 may be more difficult to trade than other types of securities.

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 more difficult to trade 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.

Mortgage-Related and/or Other Asset-Backed Securities Risk—Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by non-governmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

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.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the six months ended October 31, 2020.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2021 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal years ended April 30, 2020 and April 30, 2019 were as follows:

 

     2020      2019  

Distributions paid from:

     

Ordinary income

   $     5,605,173      $     3,965,321  
  

 

 

    

 

 

 

Total distributions paid

   $ 5,605,173      $ 3,965,321  
  

 

 

    

 

 

 

As of April 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Accumulated capital and other losses

   $     (231,628 )(a) 

Other losses

     (225,401 )(b) 

Unrealized appreciation/(depreciation)

     248,787 (c) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (208,242 )(d) 
  

 

 

 

 

(a)

As of April 30, 2020, the Fund had a net capital loss carryforward of $231,628. During the fiscal year, the Fund utilized $920,684 of capital loss carry forwards to offset current year net realized gains.

 

(b)

As of April 30, 2020 the Fund had a qualified late-year ordinary loss deferral of $225,401.

 

(c)

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

 

(d)

The difference between book-basis and tax-basis components of accumulated earnings/(deficit) are 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 realized 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 30,2020, the Fund had a net short-term capital loss carryforward of $231,628, which may be carried forward for an indefinite period.

NOTE H

Subsequent Events

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

 

   

Six Months
Ended
October 31,
2020

(unaudited)

    Year Ended April 30,  
    2020     2019     2018     2017     2016  
 

 

 

 

Net asset value, beginning of period

    $  9.89       $  9.82       $  9.70       $  9.84       $  9.91       $  9.97  
 

 

 

 

Income From Investment Operations

           

Net investment income(a)

    .08       .24       .25       .20       .17       .14  

Net realized and unrealized gain (loss) on investment transactions

    .14       .09       .13       (.14     (.01      (.02 ) 
 

 

 

 

Net increase in net asset value from operations

    .22       .33       .38       .06       .16       .12  
 

 

 

 

Less: Dividends

           

Dividends from net investment income

    (.09     (.26     (.26     (.20     (.23     (.18
 

 

 

 

Net asset value, end of period

    $  10.02       $  9.89       $  9.82       $  9.70       $  9.84       $  9.91  
 

 

 

 

Total Return

           

Total investment return based on net asset value(b)

    2.19  %      3.43  %      4.00  %      .65  %      1.48  %      1.26  % 

Ratios/Supplemental Data

           

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

    $274,215       $178,508       $154,300       $129,628       $74,327       $307,233  

Ratio to average net assets of:

           

Expenses

    0  %      .01  %(c)      0  %      0  %      0  %      0  % 

Net investment income

    1.63  %^      2.47  %      2.62  %      2.05  %      1.67  %      1.44  % 

Portfolio turnover rate

    39  %      124  %      45  %      81  %      85  %      109  % 

 

(a)

Based on average shares outstanding.

 

(b)

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

 

(c)

The expense ratio, excluding bank overdraft expense is .00%.

 

Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period.

 

^

Annualized.

See notes to financial statements.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and Chief Executive Officer

Jeanette Loeb(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Scott A. DiMaggio(2), Vice President

Shawn E. Keegan(2), Vice President

Douglas J. Peebles(2),* Senior Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
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 Fund’s portfolio are made by the Adviser’s Core Fixed-Income Team. Messrs. DiMaggio, Keegan and Peebles are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

 

*

Mr. Peebles is expected to retire from the Adviser effective December 30, 2020.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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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 4-6, 2019 (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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of 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 review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the underlying fund advised by the Adviser in which the Fund invests.

 

*

Following transactions completed on November 13, 2019 that may have been deemed to have been an “assignment” causing termination of the Fund’s investment advisory agreement, a new investment advisory agreement, having the same terms as the prior one, was entered into by the Fund and the Adviser.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that 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. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution

 

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expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests. 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 performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of

 

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the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors recognized that such information was of limited utility in light of the Fund’s unusual fee arrangement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the

 

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substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

 

1

Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    59


 

NOTES

 

 

60    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

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LOGO

AB TAXABLE MULTI-SECTOR INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TMSIS-0152-1020                 LOGO


OCT    10.31.20

LOGO

SEMI-ANNUAL REPORT

AB TAX-AWARE REAL RETURN INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most 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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We are pleased to provide this report for AB Tax-Aware Real Return 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  

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SEMI-ANNUAL REPORT

 

December 17, 2020

This report provides management’s discussion of fund performance for AB Tax-Aware Real Return Income Shares for the semi-annual reporting period ended October 31, 2020. 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 commenced investment operations on May 2, 2011 and continued operations through March 20, 2014, the date on which all shares of the Fund were redeemed. Between March 20, 2014 and November 12, 2019, the Fund did not conduct investment operations. The Fund resumed investment operations on November 13, 2019. The performance information shown is only for the current activation period. Because the Fund has had periods in which it was not conducting investment operations, its performance is not comparable to the performance of other mutual funds.

The investment objective of the Fund is to maximize real after-tax return for investors subject to federal income taxation.

NAV RETURNS AS OF OCTOBER 31, 2020 (unaudited)

 

     6 Months      Since Inception1  
AB TAX-AWARE REAL RETURN INCOME SHARES      15.69%        3.62%  
Bloomberg Barclays 1-10 Year TIPS Index      3.81%        7.22%  

 

1

Current activation date: 11/12/2019.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays 1-10 Year Treasury Inflation Protected Securities (“TIPS”) Index, for the six-month period and period since the Fund’s inception on November 12, 2019, through October 31, 2020.

The Fund outperformed the benchmark for the six-month period but underperformed since inception. The Fund invests primarily in municipal bonds and uses tax-efficient hedges for inflation protection. Over both periods, the Fund’s lower-than-benchmark interest-rate risk detracted, relative to the benchmark, as rates fell. An overweight to tax-exempt bonds versus taxable bonds added to performance over both periods. An overweight to municipal credit detracted since inception but contributed for the six-month period. The use of consumer price index (“CPI”) swaps, a more tax-efficient way of achieving inflation protection, detracted from returns over both periods. Being overweight inflation risk was neutral for returns since inception and added over the six-month period.

 

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The Fund utilized derivatives for hedging purposes in the form of interest rate swaps, which had no material impact on performance for the six-month period but added to absolute performance for the since-inception period; CPI swaps added for the six-month period but detracted for the since-inception period; total return swaps had no material impact on performance for either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Despite record volatility across most financial markets as the COVID-19 pandemic developed last spring, municipal performance was positive over both the six-month and since-inception periods ended October 31, 2020. Following the onset of the virus, the US economy quickly contracted; however, according to the Federal Reserve Bank of New York, the US economy stopped contracting in early May, and began a steady recovery through the rest of the summer. With respect to monetary policy, the US Federal Reserve (“the Fed”) Board of Governors stated that short-term interest rates were likely to be held at current low levels for the next few years. Consistent with the improving economy and steady monetary policy, municipals have continued to perform well following the sharp sell-off in March.

While outflows from open-end municipal bond funds and a general lack of liquidity across most markets sparked the sell-off in March, these themes have since largely abated, as investors have taken comfort in the significant federal support provided to state and local governments. On the monetary side, the Fed established the Municipal Liquidity Facility, which can purchase as much as $500 billion in short-term notes directly from municipalities, helping alleviate near-term liquidity concerns for eligible municipalities. The fiscal side brought issuers additional support in the form of the CARES Act, which included $150 billion to state and local governments, $120 billion to hospitals, $31 billion for education, $25 billion for transportation and $10 billion to airports.

The Fund’s Senior Investment Management Team (the “Team”) continues to focus on real after-tax return by investing in municipal bonds that generate income exempt from federal income taxes. In seeking to manage volatility and interest-rate risk, the Team focuses on intermediate-term bonds and seeks to provide inflation protection by entering inflation swap agreements or investing in other inflation-protected instruments.

INVESTMENT POLICIES

The Fund seeks real after-tax return for investors who are subject to federal income taxes. Real return is the rate of return after adjusting for inflation. The Fund pursues its objective by investing primarily in municipal securities that pay interest exempt from federal taxation and by using inflation protection derivatives instruments. Municipal securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

 

(continued on next page)

 

abfunds.com  

AB TAX-AWARE REAL RETURN INCOME SHARES    |    3


The Fund may invest in fixed-income securities with any maturity or duration. The Fund may also invest without limit in fixed-income securities that are rated below investment grade (commonly known as “junk bonds”).

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 make significant use of derivatives, including swaps, futures, options and forwards. To provide inflation protection, the Fund will enter into various kinds of inflation swap agreements. The Fund may use other inflation-protected instruments. Payments to the Fund pursuant to swaps will result in taxable income, either ordinary income or capital gains, rather than income exempt from federal taxation. The Fund may at times seek a substantial amount of inflation protection and, consequently, may generate substantial taxable income. It is expected that the Fund’s primary use of derivatives will be for the purposes of inflation protection.

The Fund may also invest in: forward commitments; zero-coupon municipal securities and variable, floating and inverse floating rate municipal securities; and certain types of mortgage-related securities.

The Fund may utilize leverage for investment purposes through the use of tender option bond transactions (“TOBs”). The Adviser will consider the impact of TOBs, swaps and other derivatives in making its assessments of the Fund’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.

 

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Barclays 1-10 Year TIPS Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays 1-10 Year TIPS Index represents the performance of US Treasury inflation-indexed securities with maturities between one and ten years. 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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

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 and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

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: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

 

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DISCLOSURES AND RISKS (continued)

 

Leverage Risk: To the extent the Fund uses leveraging techniques, such as TOBs, 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.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments 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 illiquid investments risk than most other types of 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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Portfolio will achieve over a longer period.

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

 

abfunds.com  

AB TAX-AWARE REAL RETURN INCOME SHARES    |    7


 

HISTORICAL PERFORMANCE

 

AVERAGE ANNUAL RETURNS AS OF OCTOBER 31, 2020 (unaudited)

 

    NAV Returns  
Since Inception1     3.62%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2020 (unaudited)

 

    NAV Returns  
Since Inception1     3.52%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1

Current activation date: 11/12/2019.

 

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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, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
May 1, 2020
    Ending
Account Value
October 31, 2020
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $   1,000     $ 1,156.90     $ – 0  –      0.00

Hypothetical**

  $ 1,000     $   1,025.21     $   – 0  –      0.00

 

*

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

 

**

Assumes 5% annual return before expenses.

 

abfunds.com  

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PORTFOLIO SUMMARY

October 31, 2020 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $20.4

 

 

 

LOGO

 

1

All data are as of October 31, 2020. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, 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

October 31, 2020 (unaudited)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 79.8%

 

Long-Term Municipal Bonds – 79.8%

 

Alabama – 3.3%

 

Lower Alabama Gas District (The)
(Goldman Sachs Group, Inc. (The))
4.00%, 12/01/2050

   $ 580     $ 662,975  
    

 

 

 

Alaska – 2.5%

 

Alaska Industrial Development & Export Authority
(Greater Fairbanks Community Hospital Foundation Obligated Group)
4.00%, 04/01/2033

     445       510,597  
    

 

 

 

Arizona – 1.6%

 

City of Phoenix Civic Improvement Corp.
(Phoenix Sky Harbor International Airport)
Series 2019B
5.00%, 07/01/2033

     275       334,043  
    

 

 

 

Colorado – 3.3%

 

Weld County School District No. RE-2 Eaton
5.00%, 12/01/2026-12/01/2027

     530       679,491  
    

 

 

 

Connecticut – 10.2%

 

City of New Haven
Series 2017A
5.25%, 08/01/2026

     70       81,649  

Connecticut State Health & Educational Facilities Authority
(Hartford HealthCare Obligated Group)
Series 2020A
5.00%, 07/01/2034

     515       644,219  

Connecticut State Health & Educational Facilities Authority
(Yale University)
Series 2019U
2.00%, 07/01/2033

     1,055       1,076,807  

State of Connecticut
Series 2020A
5.00%, 01/15/2031

     215       280,755  
    

 

 

 
       2,083,430  
    

 

 

 

Delaware – 4.3%

 

State of Delaware
3.00%, 03/01/2028

     850       880,736  
    

 

 

 

District of Columbia – 3.1%

 

District of Columbia
(District of Columbia Fed Hwy Grant)
5.00%, 12/01/2031

     490       640,817  
    

 

 

 

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Florida – 2.0%

 

Capital Projects Finance Authority/FL
(CAPFA Capital Corp. 2000F)
Series 2020A
5.00%, 10/01/2033

   $ 250     $ 279,835  

Greater Orlando Aviation Authority
Series 2019A
5.00%, 10/01/2027

     95       117,804  
    

 

 

 
       397,639  
    

 

 

 

Illinois – 6.2%

 

Illinois Finance Authority
(Illinois Institute of Technology)
5.00%, 09/01/2032

     100       111,947  

Sales Tax Securitization Corp.
Series 2020A
5.00%, 01/01/2026

     270       315,965  

State of Illinois
Series 2017D
5.00%, 11/01/2027

     175       189,808  

Series 2018A
5.00%, 10/01/2025

     295       321,827  

Series 2019A
5.00%, 11/01/2025

     290       316,431  
    

 

 

 
       1,255,978  
    

 

 

 

Kentucky – 7.0%

 

City of Ashland KY
(Ashland Hospital Corp. Obligated Group)
5.00%, 02/01/2027

     100       116,347  

Kentucky Public Energy Authority
(Morgan Stanley)
Series 2019C
4.00%, 02/01/2050

     570       665,179  

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
Series 2020A
4.00%, 10/01/2040

     575       647,082  
    

 

 

 
       1,428,608  
    

 

 

 

Louisiana – 0.5%

 

Parish of St. James LA
(NuStar Logistics LP)
5.85%, 08/01/2041(a)

     100       109,062  
    

 

 

 

Michigan – 1.5%

 

Michigan Finance Authority
(City of Detroit MI Income Tax)
Series 2015F
4.50%, 10/01/2029

     100       104,319  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Michigan State University
Series 2019C
5.00%, 08/15/2032

   $ 160     $ 206,160  
    

 

 

 
       310,479  
    

 

 

 

Missouri – 1.2%

 

Missouri Highway & Transportation Commission
Series 2019B
5.00%, 11/01/2021

     225       235,631  
    

 

 

 

New Jersey – 1.9%

 

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Trust Fund Authority State Lease)
5.00%, 12/15/2031

     330       387,239  
    

 

 

 

New York – 6.6%

 

Metropolitan Transportation Authority
Series 2012C
5.00%, 11/15/2030

     260       266,737  

Series 2012F
5.00%, 11/15/2030

     265       271,866  

New York City Transitional Finance Authority Future Tax Secured Revenue
Series 2019B
5.00%, 11/01/2035

     200       252,612  

New York Liberty Development Corp.
(One Bryant Park LLC)
2.80%, 09/15/2069

     210       200,304  

New York State Urban Development Corp.
(State of New York Pers Income Tax)
Series 2013E
5.00%, 03/15/2021

     355       361,120  
    

 

 

 
       1,352,639  
    

 

 

 

North Carolina – 2.0%

 

Raleigh Durham Airport Authority
Series 2020A
5.00%, 05/01/2027

     340       416,605  
    

 

 

 

Ohio – 6.3%

 

Buckeye Tobacco Settlement Financing Authority
Series 2020A
5.00%, 06/01/2033-06/01/2035

     495       637,688  

State of Ohio
(State of Ohio Department of Transportation)
Series 20192
5.00%, 12/15/2024

     545       646,888  
    

 

 

 
       1,284,576  
    

 

 

 

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Other – 0.5%

 

Federal Home Loan Mortgage Corp. Multifamily VRD Certificates
2.65%, 06/15/2036(a)

   $ 100     $ 108,406  
    

 

 

 

Pennsylvania – 8.5%

 

City of Philadelphia PA
Series 2019B
5.00%, 02/01/2030

     155       199,997  

Commonwealth Financing Authority
(Commonwealth Financing Authority State Lease)
Series 2018
5.00%, 06/01/2025

     120       143,497  

Lower Merion School District
Series 2019B
5.00%, 04/01/2023

     710       790,457  

Pennsylvania Turnpike Commission
5.00%, 12/01/2021

     575       603,991  
    

 

 

 
       1,737,942  
    

 

 

 

Texas – 1.0%

 

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
Series 2014
5.00%, 07/01/2029

     100       102,265  

Port Beaumont Navigation District
(Jefferson Railport Terminal II LLC)
3.625%, 01/01/2035(a)

     100       98,524  
    

 

 

 
       200,789  
    

 

 

 

Virginia – 1.2%

    

Virginia College Building Authority
(Virginia College Building Authority State Lease)
Series 2019
5.00%, 02/01/2026

     190       235,108  
    

 

 

 

Washington – 0.9%

    

City of Seattle WA Municipal Light & Power Revenue
5.00%, 09/01/2023

     165       186,952  
    

 

 

 

West Virginia – 3.2%

    

State of West Virginia
Series 2019A
5.00%, 06/01/2027

     515       659,689  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin – 1.0%

    

UMA Education, Inc.
5.00%, 10/01/2034(a)

   $ 50     $ 53,022  

Wisconsin Public Finance Authority
(Roseman University of Health Sciences)
5.00%, 04/01/2030(a)

     140       152,989  
    

 

 

 
       206,011  
    

 

 

 

Total Municipal Obligations
(cost $16,170,768)

       16,305,442  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 11.1%

    

Investment Companies – 11.1%

    

AB Fixed Income Shares, Inc. – AB Government Money Market Portfolio – Class AB,
0.03%(b)(c)(d)
(cost $2,275,789)

     2,275,789       2,275,789  
    

 

 

 

Total Investments – 90.9%
(cost $18,446,557)

       18,581,231  

Other assets less liabilities – 9.1%

       1,857,096  
    

 

 

 

Net Assets – 100.0%

     $ 20,438,327  
    

 

 

 

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note C)

 

                Rate Type                      

Notional

Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
 

Payment

Frequency

Paid/

Received

  Market
Value
    Upfront
Premiums
Paid/
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD     4,000       12/24/2021     1.753%   CPI#   Maturity   $ (42,818   $     $ (42,818
USD     3,000       02/10/2023     1.558%   CPI#   Maturity     (22,169           (22,169
USD     2,500       12/24/2024     1.846%   CPI#   Maturity     (33,299           (33,299
USD     2,000       02/10/2027     1.755%   CPI#   Maturity     (4,960           (4,960
USD     2,600       12/24/2029     1.978%   CPI#   Maturity     (30,241           (30,241
USD     1,000       02/10/2035     1.914%   CPI#   Maturity     9,713             9,713  
           

 

 

   

 

 

   

 

 

 
  $     (123,774   $     —     $     (123,774
           

 

 

   

 

 

   

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

      Rate Type                        

Notional

Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
    Payments
received
by the
Fund
   

Payment

Frequency

Paid/

Received

  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD     5,800       11/25/2021       1.585%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

  $ (122,238   $     $ (122,238
USD     5,300       01/23/2023       1.672%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    (192,331           (192,331
USD     14,400       11/29/2024       1.538%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    (777,474           (777,474
USD     4,700       11/25/2026       1.581%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    (321,804           (321,804
USD     3,500       01/23/2031       1.890%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    (366,017           (366,017
           

 

 

   

 

 

   

 

 

 
            $     (1,779,864   $     —     $     (1,779,864
           

 

 

   

 

 

   

 

 

 

TOTAL RETURN SWAPS (see Note C)

 

Counterparty &
Referenced Obligation
  Rate
Paid/
Received
    Payment
Frequency
    Current
Notional
(000)
    Maturity
Date
    Unrealized
Appreciation/
(Depreciation)
 

Receive Total Return on Reference Obligation

 

Barclays Bank PLC

 

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

   

3 Month
LIBOR Plus
0.25%
 
 
 
    Maturity       USD       8,901       12/23/2020     $ 506,732  

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

   

3 Month
LIBOR Plus
0.25%
 
 
 
    Maturity       USD       14,572       12/29/2020       835,699  

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

   

3 Month
LIBOR Plus
0.25%
 
 
 
    Maturity       USD       8,967       01/23/2021       492,493  
           

 

 

 
            $     1,834,924  
           

 

 

 

 

(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 October 31, 2020, the aggregate market value of these securities amounted to $522,003 or 2.6% of net assets.

 

(b)

Affiliated investments.

 

(c)

The rate shown represents the 7-day yield as of period end.

 

(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.

As of October 31, 2020, 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 0.0% and 0.0%, respectively.

Glossary:

CPI – Consumer Price Index

LIBOR – London Interbank Offered Rate

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

October 31, 2020 (unaudited)

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $16,170,768)

   $ 16,305,442  

Affiliated issuers (cost $2,275,789)

     2,275,789  

Cash

     2,758  

Cash collateral due from broker

     1,039,641  

Unrealized appreciation on total return swaps

     1,834,924  

Interest receivable

     212,753  

Receivable for shares of beneficial interest sold

     9,986  

Receivable for variation margin on centrally cleared swaps

     5,310  

Receivable due from Adviser

     387  

Affiliated dividends receivable

     69  
  

 

 

 

Total assets

     21,687,059  
  

 

 

 
Liabilities

 

Cash collateral due to broker

     1,220,000  

Payable for shares of beneficial interest redeemed

     28,732  
  

 

 

 

Total liabilities

     1,248,732  
  

 

 

 

Net Assets

   $ 20,438,327  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 20  

Additional paid-in capital

     20,131,360  

Distributable earnings

     306,947  
  

 

 

 
   $     20,438,327  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 1,975,152 common shares outstanding)

   $ 10.35  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Six Months Ended October 31, 2020 (unaudited)

 

Investment Income      

Interest

   $     154,980     

Dividends—Affiliated issuers

     412     

Other income(a)

     556     
  

 

 

    

Total investment income

      $ 155,948  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized loss on:

     

Investment transactions

        (31,031

Swaps

        (116,952

Net change in unrealized appreciation/depreciation of:

     

Investments

        912,128  

Swaps

        1,882,770  
     

 

 

 

Net gain on investment transactions

        2,646,915  
     

 

 

 

Net Increase in Net Assets from Operations

      $     2,802,863  
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Six Months Ended
October 31, 2020
(unaudited)
    November 12,
2019(a) to
April 30, 2020
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 155,948     $ 136,348  

Net realized gain (loss) on investment transactions

     (147,983     111,323  

Net change in unrealized appreciation/depreciation of investments

     2,794,898       (2,728,938
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     2,802,863       (2,481,267

Distribution to Shareholders

     (7,898     (7,743
Transactions in Shares of Beneficial Interest     

Net increase (decrease)

     (1,116,824     21,249,196  
  

 

 

   

 

 

 

Total increase

     1,678,141       18,760,186  
Net Assets     

Beginning of period

     18,760,186       – 0  – 
  

 

 

   

 

 

 

End of period

   $     20,438,327     $     18,760,186  
  

 

 

   

 

 

 

 

(a)

Commencement of operations.

See notes to financial statements.

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    19


 

NOTES TO FINANCIAL STATEMENTS

October 31, 2020 (unaudited)

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Tax-Aware Real Return Income Shares (the “Fund”). The Fund commenced investment operations on May 2, 2011 and continued operations through March 20, 2014, the date on which all shares of the Fund were redeemed. Between March 20, 2014 and November 12, 2019, the Fund did not conduct investment operations. The Fund resumed investment operations on November 12, 2019.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures 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

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    21


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

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.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available,

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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 October 31, 2020:

 

Investments in Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

 

Long-Term Municipal Bonds

  $ – 0  –    $ 16,305,442     $ – 0  –    $ 16,305,442  

Short-Term Investments

    2,275,789       – 0  –      – 0  –      2,275,789  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    2,275,789       16,305,442       – 0  –      18,581,231  

Other Financial Instruments(a):

       

Assets:

 

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      9,713       – 0  –      9,713 (b) 

Total Return Swaps

    – 0  –      1,834,924       – 0  –      1,834,924  

Liabilities:

 

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      (133,487     – 0  –      (133,487 )(b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (1,779,864     – 0  –      (1,779,864 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   2,275,789     $   16,236,728     $   – 0  –    $   18,512,517  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

 

(b)

Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

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

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

 

abfunds.com  

AB TAX-AWARE REAL RETURN INCOME SHARES    |    23


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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 is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

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.

 

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

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended October 31, 2020, such reimbursement amounted to $556.

A summary of the Fund’s transactions in AB mutual funds for the six months ended October 31, 2020 is as follows:

 

Fund

  Market Value
4/30/20
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
10/31/20
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     789     $     5,493     $     4,006     $     2,276     $     0

 

*

Amount is less than $500.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

 

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Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended October 31, 2020 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $     643,410     $     444,904  

U.S. government securities

     – 0  –      – 0  – 

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

 

Gross unrealized appreciation

   $ 2,110,745  

Gross unrealized depreciation

         (2,044,785
  

 

 

 

Net unrealized appreciation

   $ 65,960  
  

 

 

 

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, equity markets or currencies. 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

 

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addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

 

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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 six months ended October 31, 2020, the Fund held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

 

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During the six months ended October 31, 2020, the Fund held inflation (CPI) swaps for hedging purposes.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the six months ended October 31, 2020, the Fund held total return swaps for hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the six months ended October 31, 2020, 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 centrally cleared swaps   $ 9,713   Receivable/Payable for variation margin on centrally cleared swaps   $ 1,913,351

Equity contracts

  Unrealized appreciation on total return swaps     1,834,924      
   

 

 

     

 

 

 

Total

    $     1,844,637       $     1,913,351  
   

 

 

     

 

 

 

 

*

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

 

Derivative Type

  

Location of Gain

or (Loss) on

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    $ 109,805     $ 2,594,741  

Equity contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      (226,757     (711,971
     

 

 

   

 

 

 

Total

      $     (116,952   $     1,882,770  
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended October 31, 2020:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     33,700,000  

Centrally Cleared Inflation Swaps:

  

Average notional amount

   $ 15,100,000  

Total Return Swaps:

  

Average notional amount

   $ 30,300,000  

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

 

 

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All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of October 31, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

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

Barclays Bank PLC

  $   1,834,924     $ – 0  –    $ (1,220,000   $ (614,924   $   – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   1,834,924     $   – 0  –    $   (1,220,000   $   (614,924   $ 0 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
    

Six Months Ended

October 31, 2020

(unaudited)

   

Year Ended

April 30,

2020

         

Six Months Ended

October 31, 2020

(unaudited)

   

Year Ended

April 30,

2020

       
  

 

 

   

Shares sold

     157,076       2,550,264       $ 1,583,168     $ 25,272,794    

 

   

Shares redeemed

     (277,153     (455,035       (2,699,992     (4,023,598  

 

   

Net increase (decrease)

     (120,077     2,095,229       $ (1,116,824   $ 21,249,196    

 

   

NOTE E

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and accrued interest. The degree of risk for a

 

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particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates could magnify the risks associated with changes in interest rates. During the periods of very low or negative interest rates, the Fund’s returns may be adversely affected.

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) are subject to 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 and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any

 

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such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities

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.

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.

Illiquid Investments Risk— Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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 illiquid investments risk than most other types of investments.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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.

 

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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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended October 31, 2020.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending April 30, 2021 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the period ended April 30, 2020 was as follows:

 

     2020  

Distributions paid from:

  

Ordinary income

   $ – 0  – 
  

 

 

 

Total taxable distributions

     – 0  – 

Tax-exempt distributions

     7,743  
  

 

 

 

Total distributions paid

   $     7,743  
  

 

 

 

As of April 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 81,682  

Undistributed tax-exempt income

     84,477  

Accumulated capital and other losses

     (50,198 )(a) 

Unrealized appreciation/(depreciation)

     (2,603,734 )(b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     (2,487,773 )(c) 
  

 

 

 

 

(a)

As of April 30, 2020, the Fund had a net capital loss carryforward of $50,198.

 

(b)

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is 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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward realized 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, 2020, the Fund had a net short-term capital loss carryforward of $50,198, which may be carried forward for an indefinite period.

NOTE H

Subsequent Events

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

 

    Six Months
Ended
October 31,
2020
   

November 12,
2019(a) to
April 30,

2020

 
 

 

 

 

Net asset value, beginning of period

    $  8.95       $  10.00  
 

 

 

 

Income From Investment Operations

 

 

Net investment income(b)

    .08       .07  

Net realized and unrealized gain (loss) on investment transactions

    1.32       (1.11
 

 

 

 

Net increase (decrease) in net asset value from operations

    1.40       (1.04
 

 

 

 

Less: Dividends

 

 

Dividends from net investment income

    (.00 )(c)      (.01
 

 

 

 

Net asset value, end of period

    $  10.35       $  8.95  
 

 

 

 

Total Return

 

 

Total investment return based on net asset value(d)

    15.69  %      (10.43 )% 

Ratios/Supplemental Data

 

 

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

    $20,438       $18,760  

Ratio to average net assets of:

 

 

Expenses^

    .00  %      .01  %(e) 

Net investment income^

    1.56  %      1.55  % 

Portfolio turnover rate

    3  %      10  % 

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

Amount is less than $.005.

 

(d)

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.

 

(e)

The expense ratios, excluding bank overdraft expense, is .00%.

 

^

Annualized.

See notes to financial statements.

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    37


 

BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and Chief Executive Officer

Jeanette Loeb(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

R.B. (Guy) Davidson III(2)^, Vice President

Terrance T. Hults(2), Vice President

Matthew J. Norton(2), Vice President

Andrew D. Potter(2), Vice President

  

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
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 Fund’s portfolio are made by the Adviser’s Municipal Bond Investment Team. Messrs. Davidson, Hults, Norton and Potter are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

 

^

Mr. Davidson is expected to retire from the Adviser effective December 30, 2020.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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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 Tax-Aware Real Return Income Shares (the “Fund”) at a meeting held on November 4-6, 2019 (the “Meeting”).*

Prior to approval 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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund to the Adviser, 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 to the Fund under the Advisory Agreement. The directors further noted that the Adviser would receive 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 to be provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the AB Funds.

 

*

Following transactions completed on November 13, 2019 that may have been deemed to have been an “assignment” causing termination of the Fund’s investment advisory agreement, a new investment advisory agreement, having the same terms as the prior one, was entered into by the Fund and the Adviser.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that 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 to be performed, expenses to be incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services To Be Provided

The directors considered the scope and quality of services to be 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 AB Funds. 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 to be provided to the Fund under the Advisory Agreement.

Costs of Services To Be Provided and Profitability

Because the Fund had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Fund. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Fund and that the Fund was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

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 would be 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

Since the Fund had not yet commenced operations, no performance or other historical information for the Fund was available. The Adviser

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    41


manages another fund with an investment strategy similar to that proposed for the Fund, and, at the Meeting, the directors reviewed performance information for that fund.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and reviewed information prepared by an analytical service that is not affiliated with the Adviser showing the advisory fees payable by other funds in the same category as 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 would be indirectly compensated by the Sponsors for its services to the Fund. While the Adviser’s fee arrangements with the Sponsors would vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund to be paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it would provide to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors would pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level would be 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 utilize investment strategies similar to those proposed for the Fund.

Since the Fund would 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 would be zero, the directors did not consider the extent to which fee levels in the Advisory Agreement reflect economies of scale.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

 

1

Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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NOTES

 

 

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LOGO

AB TAX-AWARE REAL RETURN INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TARRIS-0152-1020                 LOGO


ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. 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-2(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 changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

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:   December 28, 2020

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:   December 28, 2020

 

By:  

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer
Date:   December 28, 2020