N-CSR 1 d186184dncsr.htm AB BOND FUND, INC. - AB GOVERNMENT RESERVES PORTFOLIO AB Bond Fund, Inc. - AB Government Reserves Portfolio

 

 

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: 811-02383

 

 

AB BOND FUND, INC.

(Exact name of registrant as specified in charter)

 

 

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

 

 

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: April 30, 2016

Date of reporting period: April 30, 2016

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.

 


APR    04.30.16

LOGO

 

ANNUAL REPORT

AB GOVERNMENT RESERVES PORTFOLIO


 

Investment Products Offered

 

•  Are Not FDIC Insured

•  May Lose Value

•  Are Not Bank Guaranteed

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

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

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

The Fund reports a complete list of its holdings in various monthly and quarterly regulatory filings. The Fund publishes its holdings on a monthly basis at www.abglobal.com and files them with the Securities and Exchange Commission on Form N-MFP. The Fund’s Form N-MFP filings for the relevant month-end may be viewed at www.sec.gov or via a link on the “Portfolio Holdings” page on www.abglobal.com. For the second and fourth fiscal quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the Fund files the lists with the SEC on Form N-Q. Shareholders can look up the Fund’s Forms N-Q on the SEC’s website at www.sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

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.


EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

     Beginning
Account Value
November 1, 2015
     Ending
Account Value
April 30, 2016
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 
Class 1            

Actual

   $     1,000       $     1,000.10       $     1.69         0.34

Hypothetical**

   $     1,000       $     1,023.17       $     1.71         0.34
*   Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 

**   Assumes 5% annual return before expenses.

 

AB GOVERNMENT RESERVES PORTFOLIO       1   

Expense Example


PORTFOLIO OF INVESTMENTS

April 30, 2016

 

     Yield*     Principal
Amount
(000)
    U.S. $ Value  

 

 

SHORT-TERM
INVESTMENTS – 99.9%

      

U.S. Government & Government Sponsored Agency
Obligations – 91.2%

      

Federal Farm Credit Bank

      

5/19/16(a)

     0.300   $ 10,000      $ 10,000,190   

11/14/16(a)

     0.420     5,000        4,998,670   

11/29/16(a)

     0.430     10,000        9,996,173   

9/19/16(a)

     0.460     1,850        1,850,216   

1/30/17(a)

     0.460     15,000        15,000,000   

2/16/17(a)

     0.460     15,000        14,999,532   

Federal Farm Credit Discount Notes

      

6/17/16

     0.290     4,340        4,338,413   

10/03/16

     0.420     6,000        5,987,858   

Federal Home Loan Bank

      

5/04/16(a)

     0.290     20,000        19,999,996   

5/13/16(a)

     0.300     20,000        20,000,000   

5/25/16(a)

     0.300     15,000        14,999,809   

7/21/16(a)

     0.360     35,000        34,997,114   

7/26/16(a)

     0.370     20,000        20,000,000   

8/01/16(a)

     0.370     10,000        10,000,000   

8/19/16(a)

     0.380     5,000        5,000,413   

Federal Home Loan Bank Discount Notes

      

5/04/16

     0.250     15,000        14,999,487   

6/01/16

     0.290     15,950        15,943,139   

6/03/16

     0.290     10,000        9,995,050   

6/08/16

     0.290     20,000        19,989,022   

6/10/16

     0.290     10,000        9,992,778   

6/15/16

     0.290     20,000        19,987,313   

7/06/16

     0.320     5,000        4,994,702   

7/08/16

     0.320     5,000        4,994,569   

7/13/16

     0.320     5,000        4,994,130   

7/27/16

     0.320     15,000        14,987,458   

Federal Home Loan Mortgage Corp.

      

5/13/16

     0.220     25,751        25,751,900   

5/27/16

     0.250     24,328        24,364,794   

5/27/16

     0.310     23,363        23,363,020   

7/18/16

     0.320     5,783        5,844,908   

8/25/16

     0.490     16,816        16,898,704   

Federal National Mortgage Association

      

7/05/16

     0.370     9,577        9,577,966   

10/21/16(a)

     0.460     10,000        10,003,601   

9/28/16

     0.480     6,308        6,328,618   

Federal National Mortgage Association Discount Notes

      

5/23/16

     0.250     20,000        19,995,356   

6/02/16

     0.290     20,000        19,993,778   

 

2     AB GOVERNMENT RESERVES PORTFOLIO

Portfolio of Investments


 

     Yield*     Principal
Amount
(000)
    U.S. $ Value  

 

 

U.S. Treasury Bill

      

6/16/16

     0.150   $ 10,000      $ 9,992,582   

7/07/16

     0.150     5,000        4,995,347   

9/01/16

     0.260     5,000        4,991,791   

9/15/16

     0.260     10,000        9,980,782   

U.S. Treasury Notes

      

6/30/16

     0.280     10,000        10,042,698   

7/31/16

     0.330     20,000        20,004,133   

8/15/16

     0.340     20,000        20,010,185   

10/31/17(a)

     0.360     5,000        4,987,744   

9/15/16

     0.380     10,000        10,014,083   
      

 

 

 
         570,188,022   
      

 

 

 

Repurchase Agreements – 8.7%

      

Mizuho Securities USA 0.32%, dated 4/29/16 due 5/02/16 in the amount of $28,000,747 (collateralized by $26,152,500 U.S. Treasury Notes, 3.625% due 8/15/19, value $28,560,034)

       28,000        28,000,000   

Toronto-Dominion Bank NY 0.27%, dated 4/29/16 due 5/02/16 in the amount of $26,700,601 (collateralized by $26,656,100 U.S. Treasury Notes, 1.375% to 3.125%, due 10/31/16 to 2/29/20, value $27,234,049)

       26,700        26,700,000   
      

 

 

 
         54,700,000   
      

 

 

 

Total Investments – 99.9%
(cost $624,888,022)

         624,888,022   

Other assets less liabilities – 0.1%

         647,745   
      

 

 

 

Net Assets – 100.0%

       $ 625,535,767   
      

 

 

 

 

*   Represents annualized yield at date of reporting or stated coupon.

 

(a)   Floating Rate Security.

See notes to financial statements.

 

AB GOVERNMENT RESERVES PORTFOLIO       3   

Portfolio of Investments


STATEMENT OF ASSETS & LIABILITIES

April 30, 2016

 

Assets   

Investments in securities, at value (cost $624,888,022)

   $ 624,888,022   

Cash

     142,992   

Interest receivable

     747,146   
  

 

 

 

Total assets

     625,778,160   
  

 

 

 
Liabilities   

Advisory fee payable

     85,717   

Distribution fee payable

     52,318   

Audit and tax fee payable

     41,940   

Printing fee payable

     16,301   

Legal fee payable

     16,097   

Custody fee payable

     13,715   

Payable for shares of beneficial interest redeemed

     995   

Administrative fee payable

     510   

Accrued expenses

     14,800   
  

 

 

 

Total liabilities

     242,393   
  

 

 

 

Net Assets

   $ 625,535,767   
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 625,568   

Additional paid-in capital

     624,911,944   

Accumulated net realized loss on investment transactions

     (1,745
  

 

 

 
   $     625,535,767   
  

 

 

 

Net Asset Value Per Share—27 billion shares of beneficial interest authorized, $.001 par value

 

Class   Net Assets        Shares
Outstanding
       Net Asset
Value
 

 

 
1   $   625,535,767           625,567,822         $   1.00   

 

 

 

See notes to financial statements.

 

4     AB GOVERNMENT RESERVES PORTFOLIO

Statement of Assets & Liabilities


STATEMENT OF OPERATIONS

Year Ended April 30, 2016

 

Investment Income     

Interest

     $     1,431,301   
    

 

 

 
Expenses     

Advisory fee (see Note B)

   $     1,122,245     

Distribution fee—Class 1

     561,122     

Transfer agency—Class 1

     25,577     

Custodian

     132,575     

Registration fees

     125,258     

Administrative

     59,559     

Audit and tax

     45,642     

Legal

     41,385     

Trustees’ fees

     19,641     

Printing

     11,052     

Miscellaneous

     14,462     
  

 

 

   

Total expenses

     2,158,518     

Less: expenses waived and reimbursed by the Distributor (see Note C)

     (561,122  

Less: expenses waived and reimbursed by the Adviser (see Note B)

     (224,921  

Less: expenses waived by the Transfer Agent
(see Note B)

     (25,577  
  

 

 

   

Net expenses

       1,346,898   
    

 

 

 

Net investment income

       84,403   
    

 

 

 
Realized Loss on Investment Transactions     

Net realized loss on investment transactions

       (452
    

 

 

 

Net Increase in Net Assets from Operations

     $ 83,951   
    

 

 

 

 

See notes to financial statements.

 

AB GOVERNMENT RESERVES PORTFOLIO       5   

Statement of Operations


STATEMENT OF CHANGES IN NET ASSETS

 

 

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

Net investment income

   $ 84,403      $ 81,033   

Net realized gain (loss) on investment transactions

     (452     5,116   
  

 

 

   

 

 

 

Net increase in net assets from operations

     83,951        86,149   
Dividends and Distributions to Shareholders from     

Net investment income Class 1

     (84,403     (98,559

Net realized gain on investment transactions Class 1

     (3,782     (10,037
Transactions in Shares of Beneficial Interest     

Net increase (decrease)

     176,024,542        (48,247,211
  

 

 

   

 

 

 

Total increase (decrease)

     176,020,308        (48,269,658
Net Assets     

Beginning of period

     449,515,459        497,785,117   
  

 

 

   

 

 

 

End of period (including distributions in excess of net investment income of $0 and ($21,266), respectively)

   $     625,535,767      $     449,515,459   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

6     AB GOVERNMENT RESERVES PORTFOLIO

Statement of Changes in Net Assets


NOTES TO FINANCIAL STATEMENTS

April 30, 2016

 

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Fund, which is a Maryland corporation, operates as a series company comprised of ten portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio, the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio, the AB High Yield Portfolio and the AB Income Fund. They are each diversified portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. The AB Income Fund commenced operations on April 22, 2016. This report relates only to the AB Government Reserves Portfolio (the “Portfolio”). The Portfolio has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares. Only Class 1 shares are currently being offered. 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 Portfolio.

1. Security Valuation

Securities in which the Portfolio invests are traded primarily in the over-the-counter market and are valued at amortized cost, which approximates market value. Under such method a portfolio instrument is valued at cost and any premium or discount is amortized or accreted, respectively, on a constant basis to maturity.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. 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

 

AB GOVERNMENT RESERVES PORTFOLIO       7   

Notes to Financial Statements


 

 

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

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

 

Investments in Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Short-Term Investments:

       

U.S. Government & Government Sponsored Agency Obligations

  $ – 0  –    $ 570,188,022      $   – 0  –    $ 570,188,022   

Repurchase Agreements

    54,700,000        – 0  –      – 0  –      54,700,000   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total(a)

  $   54,700,000      $   570,188,022      $   – 0  –    $   624,888,022   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   

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

 

8     AB GOVERNMENT RESERVES PORTFOLIO

Notes to Financial Statements


 

 

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

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

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

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

3. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for

 

AB GOVERNMENT RESERVES PORTFOLIO       9   

Notes to Financial Statements


 

 

all open tax years (all years since inception of the Portfolio) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

4. Investment Income and Investment Transactions

Interest income is accrued daily and includes amortization of premiums and accretions of discounts as adjustments to interest income. 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.

5. Dividends and Distributions

The Portfolio declares dividends daily from net investment income and are paid monthly. Net realized gains distributions, if any, will be made at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

6. Repurchase Agreements

It is the Portfolio’s policy that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Investment Advisory Agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of 0.20% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 0.19% of daily average net assets for Class 1. This fee waiver was discontinued as of May 1, 2015. To prevent the Portfolio’s expenses from exceeding its total income on a daily basis, the Adviser voluntarily reimbursed the Portfolio $165,362 during the year ended April 30, 2016.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended April 30, 2016, the Adviser voluntarily agreed to waive such fees amounted to $59,559.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the year ended April 30, 2016, there was no reimbursement paid to ABIS.

 

10     AB GOVERNMENT RESERVES PORTFOLIO

Notes to Financial Statements


 

 

For the year ended April 30, 2016, the Transfer Agent has voluntarily agreed to waive all transfer agency fees in the amount of $25,577 for Class 1.

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 for Class 1. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of 0.10% of the Portfolio’s average daily net assets attributable to Class 1 shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. For the year ended April 30, 2016, the Distributor has voluntarily agreed to waive all of the distribution fees in the amount of $561,122 for Class 1 shares, limiting the effective annual rate to 0.00%.

NOTE D

Investment Transactions, Income Taxes and Distributions to Shareholders

At April 30, 2016, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes.

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

 

     2016      2015  

Distributions paid from:

     

Ordinary income

   $     88,185       $     108,596   
  

 

 

    

 

 

 

Total distributions paid

   $     88,185       $     108,596   
  

 

 

    

 

 

 

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

 

Accumulated capital and other losses

   $     (1,745 )(a) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (1,745
  

 

 

 

 

(a)   

On April 30, 2016, the Portfolio had a post-October short-term capital loss deferral of $1,696 and a post-October long-term capital loss deferral of $49. These losses are deemed to arise on May 1, 2016.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2016, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences were due to the redesignation of dividends, a dividend overdistribution, and the tax treatment of offering costs

 

AB GOVERNMENT RESERVES PORTFOLIO       11   

Notes to Financial Statements


 

 

which resulted in a net decrease to distributions in excess of net investment income, a net increase in accumulated net realized loss, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE E

Transactions in Shares of Beneficial Interest

Transactions, all at $1.00 per share, were as follows:

 

       
     Shares      
     Year Ended
April 30,
2016
     Year Ended
April 30,
2015
     
  

 

 

   
Class 1        

Shares sold

     1,835,148,805         1,726,695,904     

 

   

Shares issued in reinvestment of dividends and distributions

     87,907         104,318     

 

   

Shares redeemed

     (1,659,212,170      (1,775,047,433  

 

   

Net increase (decrease)

     176,024,542         (48,247,211  

 

   

NOTE F

Risks Involved in Investing in the Portfolio

Money Market Fund Risk and Regulatory Developments—Money market funds are sometimes unable to maintain an NAV at $1.00 per share and, as it is generally referred to, “break the buck”. In that event, an investor in a money market fund would, upon redemption, receive less than $1.00 per share. The Portfolio’s shareholders should not rely on or expect an affiliate of the Portfolio to purchase distressed assets from the Portfolio, make capital infusions, enter into credit support agreements or take other actions to prevent the Portfolio from breaking the buck. In addition, you should be aware that significant redemptions by large investors in the Portfolio could have a material adverse effect on the Portfolio’s other shareholders. The Portfolio’s NAV could be affected by forced selling during periods of high redemption pressures and/or illiquid markets. Money market funds are also subject to regulatory risk.

Under recently adopted changes to Rule 2a-7, the Portfolio is permitted, but not required, at the discretion of the Portfolio’s Board of Directors, under certain circumstances of impaired liquidity of the Portfolio’s investments, to impose liquidity fees of up to 2% on, or suspend, redemptions for limited periods of time. The Portfolio’s Board of Directors has determined not to impose liquidity fees on, or suspend, redemptions under any circumstances.

Interest Rate Risk—Changes in interest rates will affect the yield and value of the Portfolio’s investments in short-term securities. A decline in interest rates will affect the Portfolio’s yield as these securities mature or are sold and the Portfolio purchases new short-term securities with lower yields. Generally, an increase in interest rates causes the value of a debt instrument to decrease. The change in value for shorter-term securities is usually smaller than for securities with longer maturities.

 

12     AB GOVERNMENT RESERVES PORTFOLIO

Notes to Financial Statements


 

 

Credit Risk—Credit risk is the possibility that a security’s credit rating will be downgraded or that the issuer of the security will default (fail to make scheduled interest and principal payments). The Portfolio’s investments in U.S. Government securities or related repurchase agreements have minimal credit risk compared to other investments.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, which may prevent the Portfolio from selling out of these securities at an advantageous time or price.

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

NOTE G

New Accounting Pronouncement

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

NOTE H

Other Matters

At a meeting on March 9, 2016, the Board approved a proposal to adopt a policy for the Portfolio to invest at least 80% of its net assets in marketable obligations (which may bear adjustable rates of interest) issued or guaranteed by the U.S. Government, its agencies or instrumentalities (“U.S. Government securities”) and repurchase agreements that are collateralized by U.S. Government securities. The Portfolio will not change this policy without providing 60 days’ prior written notice to shareholders. This policy will be in addition to the Portfolio’s policy to invest 99.5% or more of its total assets in cash, U.S. Government securities and repurchase agreements that are collateralized fully.

Also at the March 9, 2016 meeting, the Board determined in accordance with Rule 2a-7 under the 1940 Act, to not impose liquidity fees or redemption gates with respect to the Portfolio.

 

AB GOVERNMENT RESERVES PORTFOLIO       13   

Notes to Financial Statements


 

 

NOTE I

Subsequent Events

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

 

14     AB GOVERNMENT RESERVES PORTFOLIO

Notes to Financial Statements


FINANCIAL HIGHLIGHTS

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

 

    Class 1  
    Year Ended April 30,     May 6
2013(a) to
April 30,
2014
 
    2016     2015    
 

 

 

 

Net asset value, beginning of period

    $1.00        $1.00        $1.00   
 

 

 

 

Income From Investment Operations

     

Net investment income(b)(c)

    .0002        .0002        .0002   

Net realized and unrealized gain (loss) on investment transactions(d)

    (.0000     .0000        .0000   
 

 

 

 

Net increase in net asset value from operations

    .0002        .0002        .0002   
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

    (.0002     (.0002     (.0002

Distribution from realized gain on investment transactions

    (.0000 )(d)      (.0000 )(d)      – 0  – 
 

 

 

 

Total dividends and distributions

    (.0002     (.0002     (.0002
 

 

 

 

Net asset value, end of period

    $  1.00        $  1.00        $  1.00   
 

 

 

 

Total Return

     

Total investment return based on net asset value(e)

    .02  %      .02  %      .02  % 

Ratios/Supplemental Data

     

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

    $625,536        $449,515        $497,785   

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements

    .24  %      .08  %      .07  %^ 

Expenses, before waivers/reimbursements

    .39  %      .37  %      .41  %^ 

Net investment income(b)

    .02  %      .02  %      .02  %^ 

 

(a)   Commencement of operations.

 

(b)   Net of fees and expenses waived/reimbursed by the Adviser.

 

(c)   Based on average shares outstanding.

 

(d)   Amount is less than $.00005.

 

(e)   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. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. 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.

 

AB GOVERNMENT RESERVES PORTFOLIO       15   

Financial Highlights


REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors of AB Bond Fund, Inc. and the Shareholders of AB Government Reserves Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Government Reserves Portfolio (the “Portfolio”), one of the portfolios constituting AB Bond Fund, Inc., as of April 30, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period May 6, 2013 (commencement of operations) to April 30, 2014. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Government Reserves Portfolio of AB Bond Fund, Inc. at April 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period May 6, 2013 (commencement of operations) to April 30, 2014, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

June 27, 2016

 

16     AB GOVERNMENT RESERVES PORTFOLIO

Report of Independent Registered Public Accounting Firm


2016 FEDERAL TAX INFORMATION

(unaudited)

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

For foreign shareholders, 96.49% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

 

AB GOVERNMENT RESERVES PORTFOLIO       17   


BOARD OF DIRECTORS

 

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

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

  

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Raymond J. Papera, Vice President

Maria R. Cona, Vice President

Edward J. Dombrowski, Vice President

  

Lucas Krupa, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

 

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

 

  

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. Mr. Foulk and Ms. Jacklin are members of the Pricing Committee.

 

18     AB GOVERNMENT RESERVES PORTFOLIO

Board of Directors


MANAGEMENT OF THE FUND

 

Board of Directors Information

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

 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

INTERESTED DIRECTOR    

Robert M. Keith, +

1345 Avenue of the Americas

New York, NY 10105

56

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None

 

AB GOVERNMENT RESERVES PORTFOLIO       19   

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER
PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

DISINTERESTED DIRECTORS    

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership experience and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(1998)

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

 

20     AB GOVERNMENT RESERVES PORTFOLIO

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

William H. Foulk, Jr., #, ##

83

(1998)

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

 

AB GOVERNMENT RESERVES PORTFOLIO       21   

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

D. James Guzy, ##

80

(2005)

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

Nancy P. Jacklin, #, ##

68

(2006)

  Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002 – May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.     110      None

 

22     AB GOVERNMENT RESERVES PORTFOLIO

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

     

Garry L. Moody, ##

64

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of Board IQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     110      None

 

AB GOVERNMENT RESERVES PORTFOLIO       23   

Management of the Fund


 

NAME,

ADDRESS* AND AGE

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY

DIRECTORSHIPS

CURRENTLY

HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

Earl D. Weiner, ##

76

(2007)

  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

*   The address for each of the Fund’s Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

**   There is no stated term of office for the Fund’s Directors.

 

***   The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

+   Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

#   Member of the Pricing Committee.

 

##   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

24     AB GOVERNMENT RESERVES PORTFOLIO

Management of the Fund


 

Officer Information

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

 

NAME, ADDRESS*

AND AGE

   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Robert M. Keith

56

   President and Chief Executive Officer    See biography above.
     

Philip L. Kirstein

71

   Senior Vice President and Independent Compliance Officer    Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
     

Raymond J. Papera

60

   Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2011.
     
Maria R. Cona
61
   Vice President    Vice President of the Adviser,** with which she has been associated since prior to 2011.
     

Edward J. Dombrowski
38

   Vice President    Vice President of the Adviser,** with which he has been associated since prior to 2011.
     

Lucas Krupa

29

   Vice President    Assistant Vice President of the Adviser** and Money Markets Associate on the Fixed Income Cash Management team with which he has been associated since June 2010. Prior thereto, he was associated with Omnicom Capital Inc. since prior to 2011.
     

Emilie D. Wrapp

60

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2011.
     

Joseph J. Mantineo

57

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2011.
     

Phyllis J. Clarke

55

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

Vincent S. Noto

51

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

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

 

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

 

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

 

AB GOVERNMENT RESERVES PORTFOLIO       25   

Management of the Fund


 

 

Information Regarding the Review and Approval of the Portfolio’s Investment Advisory Contract

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AB Government Reserves Portfolio (the “Portfolio”) at a meeting held on November 3-5, 2015.

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

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

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

 

26     AB GOVERNMENT RESERVES PORTFOLIO


 

 

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 Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio manager and other members of the investment team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The directors noted that the Adviser had waived reimbursement of administrative expenses in the Portfolio’s latest fiscal year. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The 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 Portfolio, including those relating to its subsidiaries that provide transfer agency and distribution services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2013 or 2014.

 

AB GOVERNMENT RESERVES PORTFOLIO       27   


 

 

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Portfolio’s shares and transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the Portfolio’s unprofitability to the Adviser would be exacerbated without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2015 meeting, the directors reviewed information prepared by Broadridge showing the performance of the Class 1 Shares of the Portfolio as compared with that of a group of similar funds selected by Broadridge (the “Performance Group”) and as compared with that of a broad array of funds selected by Broadridge (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class 1 Shares as compared with the Barclays Capital 1-3 Month U.S. Treasury Index (the “Index”), in each case for the 1-year period and (in the case of comparisons with the Index) the period since inception (May 2013 inception). The directors noted that on a net and a gross return basis, the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period. The Portfolio outperformed the Index in the 1-year period and lagged it in the period since inception. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fee and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Broadridge concerning advisory fee rates paid by other funds in the same Broadridge category as the Portfolio at a common asset level. 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 that, in the Portfolio’s latest fiscal year, the administrative expense reimbursement of 1.4 basis points had been waived by the Adviser. The directors also noted that, at the Portfolio’s current size, its contractual advisory fee rate of 20 basis points was lower than the Expense Group median.

The directors also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee rate,

 

28     AB GOVERNMENT RESERVES PORTFOLIO


 

 

which also was a flat fee, was lower than the Portfolio’s fee rate. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the AB Funds relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, as well as the difference in fee structure, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors considered that, compared with another AB Fund advised by the Adviser that invests in different types of money market securities, the Portfolio has a lower fee rate on assets up to $3 billion and the same rate for assets above $3 billion. The directors also noted that a portfolio of another AB Fund the Adviser advises that invests in money market securities pays no advisory fee but is offered only as a cash management vehicle for selected institutional clients, including most of the AB Funds, that pay advisory fees to the Adviser at various rates.

The directors also considered the total expense ratio of the Class 1 shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Broadridge: an Expense Group and an Expense Universe. Broadridge described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group than the Expense Group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class 1 expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Broadridge category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group median and equal to the Expense Universe median. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

 

AB GOVERNMENT RESERVES PORTFOLIO       29   


 

 

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio does not contain breakpoints and that they had discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

30     AB GOVERNMENT RESERVES PORTFOLIO


 

 

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

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

The Senior Officer’s evaluation considered the following factors:

 

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

 

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

 

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

 

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

 

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

 

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no

 

1   The information in the fee evaluation was completed on October 22, 2015 and discussed with the Board of Directors on November 3-5, 2015.

 

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

 

AB GOVERNMENT RESERVES PORTFOLIO       31   


 

 

reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”3

INVESTMENT ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

 

Portfolio   

Advisory Fee Schedule

Based on the Average Daily

Net Assets of the Portfolio

 

Net Assets

09/30/15
($MM)

 
Government Reserves Portfolio    0.20% of average daily net assets   $ 467.0   

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s fiscal year ended April 30, 2015, the Adviser was entitled to receive $71,330 (0.014% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

Set forth below are the total expense ratios of the Portfolio for the most recent annual period:

 

    Total Expense Ratio        
Portfolio   Class   Net4     Gross     Fiscal Year  
Government Reserves Portfolio5   Class 1     0.08     0.37     April 30, 2015   

In response to low interest rates in the marketplace that have depressed money market yields, the Adviser or its affiliates are waiving advisory fees and reimbursing additional expenses on its proprietary money market products in order for those products to achieve a target yield of 0.01%.6 With respect to the Portfolio, the Adviser has been waiving a portion or all of the advisory fees it earns while its affiliates have been waiving or reimbursing the Portfolio a portion or all of the 12b-1 fees and transfer agent fees that they receive.

 

3   Jones v. Harris at 1427.
4   Expense ratios net of waivers and reimbursements.

 

5   Prior to May 1, 2015, the Fund had an expense cap of 0.19%.

 

6   The Federal Reserve has kept the Federal Funds Rate between zero and 0.25% since December 2008.

 

32     AB GOVERNMENT RESERVES PORTFOLIO


 

 

 

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities, make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio is more costly than those for institutional assets due to the greater complexities and time required for investment companies, although the Adviser is entitled to be reimbursed for providing some of these services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.7 In addition to the AB Institutional fee

 

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

 

AB GOVERNMENT RESERVES PORTFOLIO       33   


 

 

schedule, set forth below are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio based on September 30, 2015 net assets:8

 

Portfolio  

Net Assets

9/30/15

($MM)

 

AB Institutional

Fee Schedule

  Effective
AB Inst.
Adv. Fee
   

Portfolio

Advisory

Fee

Government Reserves Portfolio9   $467.0  

Fixed Income Money Market

0.10% (no breakpoints)

Minimum account size: $100m

    0.100%      0.200%

The Adviser manages Exchange Reserves and Government STIF Portfolio, which are both money market funds, and their advisory fee schedules are set for in the table below. Also set forth are what would have been the effective advisory fees of the Portfolio had the advisory fee schedules for Exchange Reserves and Government STIF Portfolio been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio  

ABMF

Fund

 

ABMF

Fee Schedule

 

ABMF

Effective
Fee (%)

   

Portfolio

Advisory

Fee (%)

Government Reserves Portfolio   Exchange Reserves  

0.25% on the first 1.25 billion

0.24% on the next $250 million

0.23% on the next $250 million

0.22% on the next $250 million

0.21% on the next $1.0 billion

0.20% on the balance

    0.250%      0.200%
       
Government Reserves Portfolio   Government STIF Portfolio10   Zero fee     0.000%      0.200%

 

8   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

9   The Portfolio’s effective advisory fee shown is based on the Portfolio’s September 30, 2015 net assets and does not include any advisory fee waivers and/or expense reimbursements that the Portfolio may have had during its most recently completed annual period.

 

10   Government STIF Portfolio is not charged an advisory fee although the fund’s investment advisory agreement provides for the Adviser to be reimbursed for providing certain non-advisory services. The fund is intended to provide an investment option to institutional clients of the Adviser, including all of the AB Mutual Funds with the exception of Exchange Reserves, for short-term investment of uninvested cash. The fund is intended to offer clients competitive short-term returns and enable the Adviser to deliver more consistent and predictable returns while reducing expenses for clients. The Adviser will be compensated for its services to the fund by compensation the Adviser receives from institutional clients that invest in the fund.

 

34     AB GOVERNMENT RESERVES PORTFOLIO


 

 

The AB Investments Taiwan Limited mutual funds (“ITL”), which are offered to investors in Taiwan, have an “all-in” fee to compensate the Adviser for investment advisory as well as custody related services. The fee schedule of the ITL mutual fund that has a somewhat similar investment style as certain the Portfolio is set forth in the table below:

 

Portfolio   ITL Fund   Advisory
Fee
 

Custodian

Fee

    Management
Fee
 
Government Reserves   Money Market Fund   0.10%     0.05%        0.150%   

The Adviser has represented that it does not provide sub-advisory investment services to other investment companies that have a substantially similar investment style as the Portfolio.

 

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

Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.11,12 Broadridge’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Fund’s Broadridge Expense Group (“EG”)13 and the Portfolio’s contractual management fee ranking.14

 

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

 

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

 

13   Broadridge does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. There are limitations to Lipper expense category data because different funds categorize expenses differently.

 

14   The contractual management fee is calculated by Broadridge using the Portfolio’s contractual management fee rate at the hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Broadridge’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that Portfolio had the lowest effective fee rate in the Broadridge peer group.

 

AB GOVERNMENT RESERVES PORTFOLIO       35   


 

 

Broadridge describes an EG as a representative sample of comparable funds. Broadridge’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, Lipper investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio   Contractual
Management
Fee (%)
   

Broadridge

EG
Median (%)

   

Broadridge

EG
Rank

Government Reserves Portfolio     0.200        0.241      5/12

Broadridge also compared the Portfolio’s total expense ratio to the medians of the Portfolio’s EG and Broadridge Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same Lipper investment classifications/objective and load type as the subject Portfolio.15

 

Portfolio  

Expense

Ratio (%)16

   

Broadridge
EG

Median (%)

   

Broadridge

Group

Rank

 

Broadridge

EU

Median (%)

   

Broadridge
EU

Rank

Government Reserves Portfolio     0.078        0.071      9/12     0.078      13/25

Based on this analysis, the Portfolio has a more favorable ranking on contractual management fee basis than on a total expense ratio basis.

 

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

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

 

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

The profitability information for the Portfolio prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio was negative in the calendar year 2014.

 

15   Except for asset (size) comparability, Broadridge uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

16   Total expense ratio information pertains to the Portfolio’s Class 1 shares.

 

36     AB GOVERNMENT RESERVES PORTFOLIO


 

 

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Adviser. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments. During the fiscal year ended April 30, 2015, ABI received from the Portfolio $525,337 in Rule 12b-1 fees.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to revenues derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. In 2014, ABI paid approximately 0.05% of the average monthly assets of the AB Mutual Funds or approximately $20.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses are charged by AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser and the Portfolio’s transfer agent.

 

V. POSSIBLE ECONOMIES OF SCALE

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

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

 

AB GOVERNMENT RESERVES PORTFOLIO       37   


 

 

independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli17 study on advisory fees and various fund characteristics.18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.19 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

 

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

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

 

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

 

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

 

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

 

38     AB GOVERNMENT RESERVES PORTFOLIO


 

 

The information below, prepared by Broadridge, shows the 1 year net and gross performance returns and rankings of the Portfolio20 relative to the Portfolio’s Broadridge Performance Group (“PG”) and Broadridge Performance Universe (“PU”)21 for the period ended July 31, 2015:

 

Portfolio   Portfolio
Return (%)
   

PG

Median (%)

   

PU

Median (%)

   

PG

Rank

 

PU

Rank

Government Reserves Portfolio22          
Net          

1 year

    0.02        0.02        0.01      4/12   11/40
         
Gross          

1 year

    0.10        0.09        0.10      4/12   11/40

Set forth below are the 1 year and since inception net performance returns of the Portfolio (in bold)23 versus its benchmarks.24 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.25

 

     Periods Ending July 31, 2015
Annualized Performance
 
          Since
Inception
(%)
    Annualized     Risk
Period
(Year)
 
     1 Year
(%)
      Volatility
(%)
    Sharpe
(%)
   
Government Reserves Portfolio     0.02        0.02        0.01        0.60        1   

Barclays US Short Treasury Index

(1-3 Month)

    0.01        0.03        0.01        -0.42        1   
Inception Date: May 3, 2013   

 

20   The performance returns and rankings are for the Class 1 shares of the Portfolio. The performance returns of the Portfolio were provided by Broadridge.

 

21   The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

22   Due to the low interest rate environment, investment advisers of money market funds have been waiving their advisory fee and/or reimbursing the funds to the extent their money market fund yields remain positive.

 

23   The performance returns and risk measures shown in the table are for the Class 1 shares of the Portfolio.

 

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

 

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

 

AB GOVERNMENT RESERVES PORTFOLIO       39   


 

 

CONCLUSION:

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

Dated: November 25, 2015

 

40     AB GOVERNMENT RESERVES PORTFOLIO


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

AB FAMILY OF FUNDS

 

US EQUITY

 

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

 

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

International Strategic Core Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

Asia ex-Japan Equity Portfolio

International Value Fund

FIXED INCOME

 

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

FIXED INCOME (continued)

 

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

 

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

 

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

 

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

 

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

AB GOVERNMENT RESERVES PORTFOLIO       41   

AB Family of Funds


NOTES

 

 

42     AB GOVERNMENT RESERVES PORTFOLIO


NOTES

 

 

AB GOVERNMENT RESERVES PORTFOLIO       43   


NOTES

 

 

44     AB GOVERNMENT RESERVES PORTFOLIO


LOGO

AB GOVERNMENT RESERVES PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

 

GR-0151-0416                 LOGO


ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody, William H. Foulk, Jr. and Marshall C. Turner, Jr. qualify as audit committee financial experts.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues and quarterly press release review (for those Funds which issue press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

 

            Audit Fees      Audit-Related
Fees
     Tax Fees  

AB Government Reserves

     2015       $ 27,167       $ —         $ 12,822   
     2016       $ 27,990       $ —         $ 17,365   

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.


(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

 

            All Fees for
Non-Audit Services
Provided to the
Portfolio, the Adviser
and Service Affiliates
     Pre-approved by the
Audit Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Government Reserves

     2015       $ 420,697       $ 12,822   
         $ —     
         $ (12,822
     216       $ 491,460       $ 17,365   
         $ —     
         $ (17,365

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

 

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3 (c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no 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. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT
NO.

 

DESCRIPTION OF EXHIBIT

12 (a) (1)   Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant): AB Bond Fund, Inc.
By:  

/s/ Robert M. Keith

  Robert M. Keith
  President

Date: June 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Robert M. Keith

 

Robert M. Keith

 

President

Date: June 29, 2016
By:  

/s/ Joseph J. Mantineo

 

Joseph J. Mantineo

 

Treasurer and Chief Financial Officer

Date: June 29, 2016