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: December 31, 2019

Date of reporting period: December 31, 2019

 

 

 


ITEM 1.    REPORTS TO STOCKHOLDERS.


DEC    12.31.19

LOGO

ANNUAL REPORT

AB FLEXFEETM HIGH YIELD PORTFOLIO

 

LOGO

 

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

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

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


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

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

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    1


 

ANNUAL REPORT

 

February 12, 2020

This report provides management’s discussion of fund performance for AB FlexFee High Yield Portfolio for the annual reporting period ended December 31, 2019.

The Fund’s investment objective is to seek to maximize total return consistent with prudent investment management.

NAV RETURNS AS OF DECEMBER 31, 2019 (unaudited)

 

     6 Months      12 Months  
AB FLEXFEE HIGH YIELD PORTFOLIO1      
Advisor Class Shares2      4.46%        14.89%  
Markit iBoxx USD Liquid High Yield Index      4.10%        14.65%  

 

1

Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of the Fund for the six- and 12-month periods ended December 31, 2019, by 0.01% and 0.01%, respectively.

 

2

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the Financial Highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Markit iBoxx USD Liquid High Yield Index, for the six- and 12-month periods ended December 31, 2019.

The Fund outperformed the benchmark for both periods. The Fund’s performance-based advisory fee was accrued at its minimum rate for the performance period from January 1, 2019 through December 31, 2019.

In the 12-month period, industry allocation was the primary contributor, relative to the benchmark, due to exposure to the industrials—other and energy sectors, achieved in part through the use of derivatives, including total return swaps and high-yield credit default swaps. Losses within transportation, as well as media in the communications sector, partially offset these gains. Security selection was also positive, mainly from selection within the consumer cyclical—other, basic and capital goods sectors that offset losses in energy and consumer cyclical—autos. Yield-curve positioning was a slight detractor and currency decisions did not have a material impact on overall performance.

In the six-month period, security selection was the primary contributor because of selection in basic, technology and consumer cyclical—other,

 

2    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


which more than offset losses within energy and consumer cyclical—autos. Industry selection also contributed, due to several modestly beneficial positions, achieved in part through the use of total return swap derivatives. Yield-curve positioning was a minor detractor, while currency decisions did not have a material impact on overall performance.

During both periods, the Fund utilized derivatives in the form of futures to hedge duration and interest rate risk and interest rate swaps to hedge duration risk. Currency forwards were used to hedge foreign currency exposure and to take active currency risk. Credit default swaps, both single name and index, were used to take active exposure as well as to hedge investment-grade and high-yield credit risk taken through cash bonds. Total return swaps were used to create synthetic high-yield exposure. Written and purchased swaptions were used to manage and/or to actively take yield-curve positions. Purchased and written equity options were used to take active exposure, while purchased currency options were used to hedge foreign currency exposure.

MARKET REVIEW AND INVESTMENT STRATEGY

Global fixed-income markets performed strongly over the 12-month period ended December 31, 2019. The US Federal Reserve lowered interest rates three times beginning in July, and increased its balance sheet (i.e., purchased assets) later in the period to manage liquidity in the repurchase agreement market, effectively capping short-term rates. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing (i.e., purchasing government securities to encourage lending and investment). The Bank of Japan issued guidance for the continuation of low rates and the government implemented a significant fiscal stimulus program in December. Central bankers in numerous other developed and emerging markets lowered interest rates and signaled potential fiscal stimulus measures to boost economic growth. Investor confidence increased after the announcement of a partial US-China phase-one trade agreement and indications that the UK would leave the European Union with a clear path for Brexit.

Long-dated developed-market treasuries were strong performers, given their interest-rate sensitivity, despite the increase in yields since September. Investment-grade, high-yield and emerging-market sovereign debt all posted solid returns as credit spreads tightened. The US dollar was persistently firm as a safe haven currency until the fourth quarter, when renewed optimism led investors to increase growth (risk) investments. Overall, the US dollar was mixed relative to developed- and emerging-market currencies, gaining versus the euro and Latin American currencies, while falling against the pound, Swiss franc and yen. Inflation remained below target in most developed countries and fell in emerging markets, even as oil prices rebounded.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    3


The Fund’s Senior Investment Management Team (the “Team”) continues to seek to maximize total return, utilizing a high-yield strategy with a global, multi-sector approach. The Team invests in corporate bonds from US and non-US issuers and government bonds from developed and emerging markets, primarily focusing on lower-rated bonds (“junk bonds”), although it may also invest in investment-grade bonds.

INVESTMENT POLICIES

At least 80% of the Fund’s net assets will, under normal circumstances, be invested in fixed-income securities rated Ba1 or lower by Moody’s Investors Service or BB+ or lower by S&P Global Ratings or Fitch Ratings (commonly known as “junk bonds”), unrated securities considered by the Adviser to be of comparable quality, and related derivatives. The Fund may invest in fixed-income securities with a range of maturities from short- to long-term. The Fund may also invest in equity securities.

In selecting securities for purchase or sale by the Fund, the Adviser attempts to take advantage of inefficiencies that it believes exist in the global debt markets. These inefficiencies arise from investor behavior, market complexity, and the investment limitations to which investors are subject. The Adviser combines quantitative analysis with fundamental credit and economic research in seeking to exploit these inefficiencies.

The Fund will most often invest in securities of US issuers, but may also purchase fixed-income securities of foreign issuers, including securities denominated in foreign currencies and securities of emerging-market issuers. The Adviser may or may not hedge any foreign currency exposure through the use of currency-related derivatives.

The Fund expects to use derivatives, such as options, futures contracts, forwards and swaps, to a significant extent. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Fund’s exposure. The Fund may, for example, use credit default and interest rate swaps to gain exposure to the fixed-income markets or particular fixed-income securities and, as noted above, may use currency-related derivatives. The Adviser may use derivatives to effectively leverage the Fund by creating aggregate market exposure substantially in excess of the Fund’s net assets.

 

4    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Markit iBoxx USD Liquid High Yield Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Markit iBoxx USD Liquid High Yield Index consists of USD high-yield bond issues with more than $400 million outstanding, selected to provide a balanced representation of the broad USD high-yield liquid corporate bond universe. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

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

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

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    5


 

DISCLOSURES AND RISKS (continued)

 

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

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

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

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Illiquid Investments Risk: Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Over recent years illiquid investments risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Illiquid investments risk may be higher in a rising interest-rate environment, when the value and liquidity of fixed-income securities generally decline.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment

 

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DISCLOSURES AND RISKS (continued)

 

techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

Performance information prior to July 26, 2016 shown in this report reflects the historical performance of the AB High-Yield Portfolio, a series of The AB Pooling Portfolios (the “Accounting Survivor”), adjusted to reflect the expense ratio of Advisor Class shares of the Fund as of July 26, 2016. Upon completion of a reorganization of the Accounting Survivor into the Fund on July 26, 2016, the Fund assumed the performance and financial history of the Accounting Survivor. At the time of the reorganization, the Accounting Survivor and the Fund had substantially similar investment objectives and strategies.

Effective February 26, 2018, the Fund implemented a performance-based, or fulcrum, advisory fee. Accordingly, performance information shown prior to February 26, 2018 does not reflect performance fee adjustments and would have been different if the Fund had been managed under the performance (fulcrum) fee arrangement. Effective February 26, 2018, all previously offered shares of the Fund, including Class Z shares, were converted to Advisor Class shares.

All fees and expenses related to the operation of the Fund have been deducted. Performance assumes reinvestment of distributions and does not account for taxes.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    7


 

HISTORICAL PERFORMANCE

 

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

12/31/2009 TO 12/31/2019

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB FlexFee High Yield Portfolio Advisor Class shares (from 12/31/2009 to 12/31/2019) as compared to the performance of the Fund’s benchmark.

 

8    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 2019 (unaudited)

 

    NAV Returns     SEC Returns
(reflects applicable
sales charges)
    SEC
Yields1
 
ADVISOR CLASS SHARES2         3.68%  
1 Year     14.89%       14.89%    
5 Years     5.48%       5.48%    
10 Years     7.73%       7.73%    

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2019 (unaudited)

 

    

SEC Returns

(reflects applicable
sales charges)

 
ADVISOR CLASS SHARES   
1 Year      14.89%  
5 Years      5.48%  
10 Years      7.73%  

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratio as 3.26% for Advisor Class shares, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratio exclusive of the Fund’s advisory fees, acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs to 0.10% for Advisor Class shares. These waivers/reimbursements may not be terminated before April 30, 2020. Any fees waived and expenses borne by the Adviser may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s Total Other Expenses to exceed the expense limitation. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratio shown above may differ from the expense ratio in the Financial Highlights section since they are based on different time periods.

 

1

SEC yields are calculated based on SEC guidelines for the 30-day period ended December 31, 2019.

 

2

This share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    9


 

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

Hypothetical Example for Comparison Purposes

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

 

    Beginning
Account
Value
7/1/2019
    Ending
Account
Value
12/31/2019
    Expenses
Paid
During
Period*
    Annualized
Expense
Ratio*
    Total
Expenses
Paid
During
Period+
    Total
Annualized
Expense
Ratio+
 
Advisor Class            

Actual

  $   1,000     $   1,043.60     $   1.49       0.29   $   1.55       0.30

Hypothetical**

  $ 1,000     $ 1,023.74     $ 1.48       0.29   $ 1.53       0.30

 

*

Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

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EXPENSE EXAMPLE (continued)

 

+

In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

December 31, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $40.2

 

 

 

LOGO

 

1

All data are as of December 31, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” represents less than 0.1% weightings in the following security types: Quasi-Sovereigns, Rights and Warrants.

 

12    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS

December 31, 2019

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

CORPORATES – NON-INVESTMENT GRADE – 70.6%

      

Industrial – 61.0%

      

Basic – 5.7%

      

Advanced Drainage Systems, Inc.
5.00%, 9/30/27(a)

    U.S.$       28      $ 28,873  

AK Steel Corp.
7.50%, 7/15/23

      30        31,226  

Berry Global, Inc.
5.125%, 7/15/23

      8        8,211  

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

      27        28,252  

5.15%, 3/15/34

      65        73,070  

5.375%, 3/15/44

      73        79,473  

Commercial Metals Co.
4.875%, 5/15/23

      50        52,124  

5.375%, 7/15/27

      45        47,292  

Crown Americas LLC/Crown Americas Capital Corp. VI
4.75%, 2/01/26

      41        43,371  

Eldorado Gold Corp.
9.50%, 6/01/24(a)

      71        76,527  

ERP Iron Ore, LLC
9.039%, 12/31/20(b)(c)(d)(e)(f)(g)

      7        7,003  

Flex Acquisition Co., Inc.
6.875%, 1/15/25(a)

      7        7,057  

7.875%, 7/15/26(a)

      47        47,631  

FMG Resources (August 2006) Pty Ltd.
4.75%, 5/15/22(a)

      81        83,822  

5.125%, 3/15/23-5/15/24(a)

      100        106,607  

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

      90        91,243  

3.875%, 3/15/23

      31        31,963  

4.55%, 11/14/24

      35        37,062  

5.00%, 9/01/27

      128        134,864  

5.25%, 9/01/29

      128        137,124  

5.45%, 3/15/43

      25        25,894  

Graphic Packaging International LLC
4.75%, 4/15/21

      26        26,605  

4.75%, 7/15/27(a)

      28        30,148  

Grinding Media, Inc./Moly-Cop AltaSteel Ltd.
7.375%, 12/15/23(a)

      79        80,778  

Joseph T Ryerson & Son, Inc.
11.00%, 5/15/22(a)

      135        142,087  

Kraton Polymers LLC/Kraton Polymers Capital Corp.
7.00%, 4/15/25(a)

      65        66,739  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Magnetation LLC/Mag Finance Corp.
11.00%, 5/15/18(e)(f)(g)(h)(i)

    U.S.$       60      $ 1  

NOVA Chemicals Corp.
5.25%, 6/01/27(a)

      54        55,699  

Novelis Corp.
5.875%, 9/30/26(a)

      34        36,254  

6.25%, 8/15/24(a)

      35        36,669  

Olin Corp.
5.625%, 8/01/29

      41        43,357  

Peabody Energy Corp.
6.00%, 3/31/22(a)

      96        94,466  

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu
5.125%, 7/15/23(a)

      105        107,589  

7.00%, 7/15/24(a)

      23        23,797  

Sealed Air Corp.
5.25%, 4/01/23(a)

      35        37,313  

5.50%, 9/15/25(a)

      33        36,369  

6.875%, 7/15/33(a)

      70        82,514  

SPCM SA
4.875%, 9/15/25(a)

      58        60,722  

United States Steel Corp.
6.25%, 3/15/26

      30        25,693  

6.875%, 8/15/25

      52        48,626  

Univar Solutions USA, Inc.
5.125%, 12/01/27(a)

      17        17,733  

Valvoline, Inc.
5.50%, 7/15/24

      7        7,274  

WR Grace & Co.-Conn
5.125%, 10/01/21(a)

      18        18,754  

5.625%, 10/01/24(a)

      24        26,866  
      

 

 

 
         2,284,742  
      

 

 

 

Capital Goods – 6.0%

      

ARD Finance SA
5.00% (5.00% Cash or 5.75% PIK),
6/30/27(a)(d)

    EUR       120        135,654  

Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc.
2.75%, 3/15/24(a)

      100        114,187  

Ball Corp.
4.375%, 12/15/20

    U.S.$       27        27,705  

5.00%, 3/15/22

      50        52,391  

Bombardier, Inc.
5.75%, 3/15/22(a)

      183        189,290  

6.00%, 10/15/22(a)

      98        97,911  

6.125%, 1/15/23(a)

      5        5,125  

 

14    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

7.50%, 12/01/24-3/15/25(a)

    U.S.$       66      $ 69,136  

7.875%, 4/15/27(a)

      10        10,303  

Clean Harbors, Inc.
4.875%, 7/15/27(a)

      46        48,581  

5.125%, 7/15/29(a)

      11        11,776  

Cleaver-Brooks, Inc.
7.875%, 3/01/23(a)

      22        21,930  

Colfax Corp.
6.00%, 2/15/24(a)

      10        10,654  

6.375%, 2/15/26(a)

      11        12,010  

Cornerstone Building Brands, Inc.
8.00%, 4/15/26(a)

      28        29,222  

Crown Cork & Seal Co., Inc.
7.375%, 12/15/26

      20        23,915  

EnerSys
4.375%, 12/15/27(a)

      80        79,120  

Gates Global LLC/Gates Global Co.
6.25%, 1/15/26(a)

      132        134,202  

GFL Environmental, Inc.
5.125%, 12/15/26(a)

      10        10,512  

5.375%, 3/01/23(a)

      76        78,098  

7.00%, 6/01/26(a)

      34        35,908  

8.50%, 5/01/27(a)

      9        9,860  

Granite Holdings US Acquisition Co.
11.00%, 10/01/27(a)

      18        18,315  

Griffon Corp.
5.25%, 3/01/22

      66        66,327  

JELD-WEN, Inc.
4.625%, 12/15/25(a)

      6        6,167  

Mauser Packaging Solutions Holding Co.
5.50%, 4/15/24(a)

      24        24,753  

7.25%, 4/15/25(a)

      9        8,915  

Moog, Inc.
4.25%, 12/15/27(a)

      15        15,267  

Mueller Water Products, Inc.
5.50%, 6/15/26(a)

      44        46,482  

Owens-Brockway Glass Container, Inc.
5.00%, 1/15/22(a)

      20        20,221  

RBS Global, Inc./Rexnord LLC
4.875%, 12/15/25(a)

      57        58,955  

Signature Aviation US Holdings, Inc.
4.00%, 3/01/28(a)

      65        64,213  

5.375%, 5/01/26(a)

      11        11,608  

SPX FLOW, Inc.
5.875%, 8/15/26(a)

      68        71,983  

Stevens Holding Co., Inc.
6.125%, 10/01/26(a)

      20        21,852  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Summit Materials LLC/Summit Materials Finance Corp.
6.125%, 7/15/23

    U.S.$       55      $ 55,985  

Terex Corp.
5.625%, 2/01/25(a)

      72        74,433  

Tervita Corp.
7.625%, 12/01/21(a)

      35        35,312  

TransDigm, Inc.
5.50%, 11/15/27(a)

      145        146,682  

6.25%, 3/15/26(a)

      151        163,726  

6.375%, 6/15/26

      27        28,729  

6.50%, 5/15/25

      44        45,920  

Triumph Group, Inc.
5.25%, 6/01/22

      8        7,985  

6.25%, 9/15/24(a)

      11        11,574  

7.75%, 8/15/25

      85        88,849  

Trivium Packaging Finance BV
3.75%, 8/15/26(a)

    EUR       100        118,782  
      

 

 

 
         2,420,525  
      

 

 

 

Communications - Media – 10.6%

      

Altice Financing SA
6.625%, 2/15/23(a)

    U.S.$       67        68,108  

Cablevision Systems Corp.
5.875%, 9/15/22

      85        91,620  

CCO Holdings LLC/CCO Holdings Capital Corp.
4.00%, 3/01/23(a)

      52        52,830  

4.75%, 3/01/30(a)

      40        40,796  

5.00%, 2/01/28(a)

      232        243,288  

5.125%, 2/15/23

      65        65,476  

5.125%, 5/01/27(a)

      293        310,052  

5.25%, 9/30/22

      6        6,200  

5.375%, 5/01/25(a)

      12        12,705  

5.75%, 2/15/26(a)

      65        68,549  

Clear Channel Communications, Inc.
Zero Coupon, 6/15/18-12/15/19(c)(e)(f)(g)(h)

      125        – 0  – 

Clear Channel Worldwide Holdings, Inc.
5.125%, 8/15/27(a)

      32        33,308  

CSC Holdings LLC
5.375%, 2/01/28(a)

      200        213,731  

5.50%, 5/15/26(a)

      253        268,012  

6.625%, 10/15/25(a)

      3        2,784  

Diamond Sports Group LLC/Diamond Sports Finance Co.
5.375%, 8/15/26(a)

      84        85,104  

6.625%, 8/15/27(a)

      123        119,660  

DISH DBS Corp.
5.00%, 3/15/23

      16        16,044  

 

16    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

5.875%, 7/15/22

    U.S.$       115      $ 122,162  

6.75%, 6/01/21

      242        254,774  

7.75%, 7/01/26

      114        120,825  

iHeartCommunications, Inc.
4.75%, 1/15/28(a)

      35        35,840  

6.375%, 5/01/26

      5        5,552  

8.375%, 5/01/27

      33        36,691  

LCPR Senior Secured Financing DAC
6.75%, 10/15/27(a)

      200        212,976  

Meredith Corp.
6.875%, 2/01/26

      107        111,267  

National CineMedia LLC
5.75%, 8/15/26

      21        20,179  

5.875%, 4/15/28(a)

      35        37,276  

Netflix, Inc.
4.875%, 4/15/28

      107        111,415  

5.875%, 11/15/28

      69        76,565  

Outfront Media Capital LLC/Outfront Media Capital Corp.
4.625%, 3/15/30(a)

      38        38,676  

5.00%, 8/15/27(a)

      11        11,499  

Radiate Holdco LLC/Radiate Finance, Inc.
6.625%, 2/15/25(a)

      53        53,744  

6.875%, 2/15/23(a)

      17        17,379  

RR Donnelley & Sons Co.
7.875%, 3/15/21

      29        29,859  

Scripps Escrow, Inc.
5.875%, 7/15/27(a)

      46        48,167  

Sinclair Television Group, Inc.
5.125%, 2/15/27(a)

      9        9,233  

5.50%, 3/01/30(a)

      25        25,591  

5.625%, 8/01/24(a)

      75        77,263  

Sirius XM Radio, Inc.
3.875%, 8/01/22(a)

      33        33,692  

4.625%, 5/15/23-7/15/24(a)

      137        142,881  

5.00%, 8/01/27(a)

      94        99,333  

5.375%, 7/15/26(a)

      35        37,236  

5.50%, 7/01/29(a)

      82        88,736  

Summer BC Holdco B SARL
5.75%, 10/31/26(a)

    EUR       100        116,940  

TEGNA, Inc.
5.00%, 9/15/29(a)

    U.S.$       136        138,316  

5.125%, 7/15/20

      13        13,387  

Univision Communications, Inc.
5.125%, 5/15/23-2/15/25(a)

      65        64,315  

Virgin Media Finance PLC
4.50%, 1/15/25(a)

    EUR       200        230,102  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Ziggo Bond Co. BV
5.875%, 1/15/25(a)

    U.S.$       18      $ 18,615  

Ziggo BV
5.50%, 1/15/27(a)

      110        117,210  
      

 

 

 
         4,255,963  
      

 

 

 

Communications - Telecommunications – 6.6%

      

Altice France SA/France
7.375%, 5/01/26(a)

      185        198,944  

CB Idearc, Inc.
Zero Coupon, 3/01/21(c)(e)(f)(g)

      10        – 0  – 

CB T-Mobile USA, Inc.

      

4.50%, 2/01/26(b)(c)(e)(f)(g)

      152        – 0  – 

6.375%, 3/01/25(b)(c)(e)(f)(g)

      27        – 0  – 

6.50%, 1/15/24-1/15/26(b)(c)(e)(f)(g)

      136        – 0  – 

CenturyLink, Inc.
5.125%, 12/15/26(a)

      120        122,071  

Series G

      

6.875%, 1/15/28

      65        71,628  

Series S

      

6.45%, 6/15/21

      36        38,220  

Series T

      

5.80%, 3/15/22

      97        102,598  

Series Y

      

7.50%, 4/01/24

      24        27,142  

GTT Communications, Inc.
7.875%, 12/31/24(a)

      6        4,525  

Hughes Satellite Systems Corp.
6.625%, 8/01/26

      30        33,240  

7.625%, 6/15/21

      19        20,575  

Intelsat Jackson Holdings SA
5.50%, 8/01/23

      219        188,068  

8.00%, 2/15/24(a)

      8        8,213  

8.50%, 10/15/24(a)

      77        70,226  

9.50%, 9/30/22(a)

      51        57,791  

9.75%, 7/15/25(a)

      56        51,829  

Intrado Corp.
8.50%, 10/15/25(a)

      19        15,297  

Level 3 Financing, Inc.
5.125%, 5/01/23

      60        60,610  

5.25%, 3/15/26

      111        115,278  

5.375%, 1/15/24

      53        53,821  

Nexstar Broadcasting, Inc.
5.625%, 7/15/27(a)

      21        22,154  

Sprint Capital Corp.
6.875%, 11/15/28

      31        33,518  

8.75%, 3/15/32

      102        123,825  

 

18    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Sprint Communications, Inc.
6.00%, 11/15/22

    U.S.$       38      $ 39,915  

7.00%, 3/01/20(a)

      298        300,321  

Sprint Corp.
7.625%, 2/15/25-3/01/26

      173        190,667  

7.875%, 9/15/23

      73        80,561  

T-Mobile USA, Inc.
4.50%, 2/01/26

      192        197,708  

4.75%, 2/01/28

      4        4,195  

6.375%, 3/01/25

      27        28,000  

6.50%, 1/15/26

      45        48,626  

Telecom Italia Capital SA
6.375%, 11/15/33

      56        62,343  

7.20%, 7/18/36

      33        38,398  

7.721%, 6/04/38

      93        113,368  

Zayo Group LLC/Zayo Capital, Inc.
5.75%, 1/15/27(a)

      76        77,426  

6.375%, 5/15/25

      66        68,204  
      

 

 

 
         2,669,305  
      

 

 

 

Consumer Cyclical - Automotive – 2.9%

      

Allison Transmission, Inc.
5.00%, 10/01/24(a)

      35        35,833  

5.875%, 6/01/29(a)

      30        33,035  

American Axle & Manufacturing, Inc.
6.25%, 4/01/25-3/15/26

      68        70,655  

BCD Acquisition, Inc.
9.625%, 9/15/23(a)

      80        82,539  

Cooper-Standard Automotive, Inc.
5.625%, 11/15/26(a)

      67        63,543  

Dana Financing Luxembourg SARL
6.50%, 6/01/26(a)

      87        92,894  

Exide International Holdings LP
(Superpriority Lien)
10.75%, 10/31/21(e)(g)(i)(j)

      38        37,230  

Exide Technologies
(Exchange Priority)
11.00% (3.00% Cash and 8.00% PIK), 10/31/24(d)(e)(g)(i)

      39        33,161  

(First Lien)
11.00% (3.00% Cash and 8.00% PIK), 10/31/24(d)(e)(g)(i)

      13        10,051  

Garrett LX I SARL/Garrett Borrowing LLC
5.125%, 10/15/26(a)

    EUR       100        113,393  

IHO Verwaltungs GmbH
3.625% (3.625% Cash or 4.375% PIK), 5/15/25(a)(d)

      100        117,363  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Meritor, Inc.
6.25%, 2/15/24

    U.S.$       30      $ 30,727  

Navistar International Corp.
6.625%, 11/01/25(a)

      56        57,288  

Panther BF Aggregator 2 LP/Panther Finance Co., Inc.
6.25%, 5/15/26(a)

      34        36,744  

8.50%, 5/15/27(a)

      90        95,630  

Tenneco, Inc.
5.00%, 7/15/26

      122        112,656  

Tesla, Inc.
5.30%, 8/15/25(a)

      49        47,543  

Titan International, Inc.
6.50%, 11/30/23

      38        32,395  

Truck Hero, Inc.
8.50%, 4/21/24(a)

      68        70,031  
      

 

 

 
         1,172,711  
      

 

 

 

Consumer Cyclical - Entertainment – 0.6%

      

AMC Entertainment Holdings, Inc.
5.75%, 6/15/25

      7        6,041  

5.875%, 11/15/26

      6        5,413  

Cedar Fair LP
5.25%, 7/15/29(a)

      15        16,164  

Cinemark USA, Inc.
4.875%, 6/01/23

      25        25,480  

Mattel, Inc.
6.75%, 12/31/25(a)

      30        32,220  

NCL Corp., Ltd.
3.625%, 12/15/24(a)

      56        56,698  

Six Flags Entertainment Corp.
4.875%, 7/31/24(a)

      20        20,734  

VOC Escrow Ltd.
5.00%, 2/15/28(a)

      69        72,397  
      

 

 

 
         235,147  
      

 

 

 

Consumer Cyclical - Other – 5.6%

      

Ashton Woods USA LLC/Ashton Woods Finance Co.
6.75%, 8/01/25(a)

      20        20,410  

Beazer Homes USA, Inc.
5.875%, 10/15/27

      19        19,170  

6.75%, 3/15/25

      28        29,718  

Boyd Gaming Corp.
4.75%, 12/01/27(a)

      29        30,133  

Brookfield Residential Properties, Inc./Brookfield Residential US Corp.
6.25%, 9/15/27(a)

      94        99,689  

 

20    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

        Principal
Amount
(000)
     U.S. $ Value  

 

 

Caesars Entertainment Corp.
5.00%, 10/01/24(k)

  U.S.$     11      $ 20,935  

Eldorado Resorts, Inc.
6.00%, 4/01/25

      37        38,891  

Five Point Operating Co. LP/Five Point Capital Corp.
7.875%, 11/15/25(a)

      121        122,016  

Forestar Group, Inc.
8.00%, 4/15/24(a)

      37        40,279  

Hilton Domestic Operating Co., Inc.
4.25%, 9/01/24

      95        96,914  

4.875%, 1/15/30

      17        18,040  

5.125%, 5/01/26

      30        31,631  

Hilton Grand Vacations Borrower LLC/Hilton Grand Vacations Borrower, Inc.
6.125%, 12/01/24

      28        30,244  

Installed Building Products, Inc.
5.75%, 2/01/28(a)

      40        42,748  

K. Hovnanian Enterprises, Inc.
10.00%, 7/15/22(a)

      61        56,162  

KB Home
4.80%, 11/15/29

      16        16,376  

7.00%, 12/15/21

      22        23,814  

7.50%, 9/15/22

      10        11,462  

Marriott Ownership Resorts, Inc./ILG LLC
Series WI
6.50%, 9/15/26

      89        97,155  

Mattamy Group Corp.
5.25%, 12/15/27(a)

      19        19,836  

6.50%, 10/01/25(a)

      64        68,247  

Meritage Homes Corp.
7.00%, 4/01/22

      29        32,043  

MGM Resorts International
4.625%, 9/01/26

      35        36,986  

5.50%, 4/15/27

      101        112,171  

5.75%, 6/15/25

      4        4,479  

6.00%, 3/15/23

      70        76,923  

7.75%, 3/15/22

      16        17,878  

PulteGroup, Inc.
5.00%, 1/15/27

      128        139,234  

5.50%, 3/01/26

      4        4,468  

6.00%, 2/15/35

      57        64,081  

7.875%, 6/15/32

      17        22,501  

Shea Homes LP/Shea Homes Funding Corp.
5.875%, 4/01/23(a)

      90        92,001  

6.125%, 4/01/25(a)

      60        62,040  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Stars Group Holdings BV/Stars Group US Co-Borrower LLC
7.00%, 7/15/26(a)

    U.S.$       57      $ 61,704  

Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp.
5.875%, 5/15/25(a)

      16        15,980  

Taylor Morrison Communities, Inc.
5.75%, 1/15/28(a)

      31        33,808  

5.875%, 6/15/27(a)

      79        86,809  

Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc.
5.625%, 3/01/24(a)

      17        18,905  

5.875%, 4/15/23(a)

      8        8,620  

Twin River Worldwide Holdings, Inc.
6.75%, 6/01/27(a)

      22        23,094  

Wyndham Destinations, Inc.
4.625%, 3/01/30(a)

      67        66,875  

Wyndham Hotels & Resorts, Inc.
5.375%, 4/15/26(a)

      42        44,330  

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.
5.25%, 5/15/27(a)

      4        4,250  

5.50%, 3/01/25(a)

      195        209,551  

Wynn Resorts Finance LLC/Wynn Resorts Capital Corp.
5.125%, 10/01/29(a)

      86        92,445  
      

 

 

 
         2,265,046  
      

 

 

 

Consumer Cyclical - Restaurants – 0.8%

      

1011778 BC ULC/New Red Finance, Inc.
3.875%, 1/15/28(a)

      32        32,250  

4.375%, 1/15/28(a)

      70        70,529  

Golden Nugget, Inc.
8.75%, 10/01/25(a)

      14        14,992  

IRB Holding Corp.
6.75%, 2/15/26(a)

      120        125,634  

Yum! Brands, Inc.
4.75%, 1/15/30(a)

      54        56,766  
      

 

 

 
         300,171  
      

 

 

 

Consumer Cyclical - Retailers – 1.7%

      

FirstCash, Inc.
5.375%, 6/01/24(a)

      7        7,250  

Group 1 Automotive, Inc.
5.00%, 6/01/22

      35        35,508  

5.25%, 12/15/23(a)

      79        81,218  

Hanesbrands, Inc.
4.625%, 5/15/24(a)

      85        89,621  

 

22    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

JC Penney Corp., Inc.
6.375%, 10/15/36

    U.S.$       4      $ 1,371  

L Brands, Inc.
5.625%, 2/15/22-10/15/23

      33        35,252  

6.875%, 11/01/35

      36        32,598  

Murphy Oil USA, Inc.
4.75%, 9/15/29

      24        25,333  

5.625%, 5/01/27

      2        2,509  

Penske Automotive Group, Inc.
3.75%, 8/15/20

      14        14,147  

5.50%, 5/15/26

      52        54,695  

5.75%, 10/01/22

      14        14,216  

PetSmart, Inc.
7.125%, 3/15/23(a)

      57        55,717  

Rite Aid Corp.
6.125%, 4/01/23(a)

      22        20,229  

Sonic Automotive, Inc.
6.125%, 3/15/27

      20        20,329  

Staples, Inc.
7.50%, 4/15/26(a)

      93        96,760  

10.75%, 4/15/27(a)

      30        30,543  

TPro Acquisition Corp.
11.00%, 10/15/24(a)

      29        29,720  

William Carter Co. (The)
5.625%, 3/15/27(a)

      44        47,219  
      

 

 

 
         694,235  
      

 

 

 

Consumer Non-Cyclical – 6.9%

      

Air Medical Group Holdings, Inc.
6.375%, 5/15/23(a)

      43        38,645  

Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC
5.75%, 3/15/25

      56        58,591  

6.625%, 6/15/24

      51        53,482  

Bausch Health Americas, Inc.
8.50%, 1/31/27(a)

      189        215,507  

Bausch Health Cos., Inc.
5.50%, 3/01/23-11/01/25(a)

      189        195,484  

6.125%, 4/15/25(a)

      46        47,600  

7.25%, 5/30/29(a)

      30        34,249  

9.00%, 12/15/25(a)

      47        53,434  

BCPE Cycle Merger Sub II, Inc.
10.625%, 7/15/27(a)

      27        27,675  

Catalent Pharma Solutions, Inc.
5.00%, 7/15/27(a)

      17        17,840  

CHS/Community Health Systems, Inc.
5.125%, 8/01/21

      123        123,122  

6.25%, 3/31/23

      134        135,958  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

8.125%, 6/30/24(a)

  U.S.$         128      $ 104,855  

DaVita, Inc.
5.00%, 5/01/25

      118        121,350  

5.125%, 7/15/24

      85        87,180  

Eagle Holding Co. II LLC
7.625% (7.625% Cash or 8.375% PIK), 5/15/22(a)(d)

      99        100,479  

7.75% (7.75% Cash or 8.50% PIK),
5/15/22(a)(d)

      16        16,235  

Encompass Health Corp.
5.75%, 9/15/25

      30        31,529  

Envision Healthcare Corp.
8.75%, 10/15/26(a)

      54        33,765  

Hadrian Merger Sub, Inc.
8.50%, 5/01/26(a)

      69        71,173  

HCA, Inc.
5.375%, 9/01/26

      33        36,812  

5.625%, 9/01/28

      35        39,920  

5.875%, 2/15/26

      54        61,505  

Hill-Rom Holdings, Inc.
4.375%, 9/15/27(a)

      18        18,485  

Immucor, Inc.
11.125%, 2/15/22(a)

      20        19,941  

Mallinckrodt International Finance SA/Mallinckrodt CB LLC
5.50%, 4/15/25(a)

      10        3,698  

MEDNAX, Inc.
5.25%, 12/01/23(a)

      44        45,023  

6.25%, 1/15/27(a)

      80        82,026  

Post Holdings, Inc.
5.50%, 12/15/29(a)

      32        34,162  

5.625%, 1/15/28(a)

      54        58,287  

RegionalCare Hospital Partners Holdings, Inc.
8.25%, 5/01/23(a)

      51        54,143  

RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc.
9.75%, 12/01/26(a)

      126        142,605  

Spectrum Brands, Inc.
5.75%, 7/15/25

      36        37,676  

Tenet Healthcare Corp.
4.875%, 1/01/26(a)

      109        114,187  

5.125%, 5/01/25

      2        2,059  

5.125%, 11/01/27(a)

      104        109,815  

6.25%, 2/01/27(a)

      33        35,612  

6.75%, 6/15/23

      98        107,753  

7.00%, 8/01/25

      4        4,226  

8.125%, 4/01/22

      148        164,046  

 

24    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Vizient, Inc.
6.25%, 5/15/27(a)

    U.S.$       10      $ 10,753  

West Street Merger Sub, Inc.
6.375%, 9/01/25(a)

      38        37,816  
      

 

 

 
         2,788,703  
      

 

 

 

Energy – 6.1%

      

Antero Resources Corp.
5.00%, 3/01/25

      30        22,604  

5.375%, 11/01/21

      42        40,027  

5.625%, 6/01/23

      50        40,226  

Berry Petroleum Co. LLC
7.00%, 2/15/26(a)

      56        52,043  

California Resources Corp.
8.00%, 12/15/22(a)

      20        8,885  

Carrizo Oil & Gas, Inc.
6.25%, 4/15/23

      52        52,791  

8.25%, 7/15/25

      8        8,203  

CHC Group LLC/CHC Finance Ltd.
Series AI
Zero Coupon, 10/01/20(k)(l)

      65        13,034  

Cheniere Energy Partners LP
4.50%, 10/01/29(a)

      16        16,436  

Series WI
5.625%, 10/01/26

      68        71,916  

Covey Park Energy LLC/Covey Park Finance Corp.
7.50%, 5/15/25(a)

      105        90,378  

DCP Midstream Operating LP
4.95%, 4/01/22

      35        36,402  

Denbury Resources, Inc.
9.25%, 3/31/22(a)

      72        67,680  

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

      68        37,355  

7.875%, 8/15/25

      62        53,877  

Energy Transfer LP
7.50%, 10/15/20

      1        663  

EP Energy LLC/Everest Acquisition Finance, Inc. 7.75%, 9/01/22(b)(f)

      73        73  

8.00%, 11/29/24(a)(b)(f)

      16        8,003  

9.388%, 5/01/24(a)(b)(f)

      101        2,355  

Genesis Energy LP/Genesis Energy Finance Corp.
5.625%, 6/15/24

      45        43,590  

6.25%, 5/15/26

      21        20,036  

6.50%, 10/01/25

      35        34,053  

6.75%, 8/01/22

      12        12,148  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

        Principal
Amount
(000)
     U.S. $ Value  

 

 

Global Partners LP/GLP Finance Corp.
7.00%, 6/15/23

  U.S.$     40      $ 40,896  

7.00%, 8/01/27(a)

      26        27,675  

Gulfport Energy Corp.
6.00%, 10/15/24

      125        88,890  

6.375%, 5/15/25-1/15/26

      52        32,427  

Hess Midstream Operations LP
5.625%, 2/15/26(a)

      95        99,260  

HighPoint Operating Corp.
7.00%, 10/15/22

      35        33,295  

Hilcorp Energy I LP/Hilcorp Finance Co.
5.75%, 10/01/25(a)

      127        124,168  

Indigo Natural Resources LLC
6.875%, 2/15/26(a)

      124        117,309  

Murphy Oil Corp.
5.875%, 12/01/42

      21        19,175  

Nabors Industries, Inc.
5.50%, 1/15/23

      69        66,432  

NGL Energy Partners LP/NGL Energy Finance Corp.
7.50%, 11/01/23

      94        94,457  

Nine Energy Service, Inc.
8.75%, 11/01/23(a)

      41        33,414  

Noble Holding International Ltd.
7.75%, 1/15/24

      8        4,312  

7.95%, 4/01/25

      20        10,086  

Oasis Petroleum, Inc.
6.875%, 1/15/23

      9        8,827  

Parkland Fuel Corp.
6.00%, 4/01/26(a)

      89        94,123  

PDC Energy, Inc.
5.75%, 5/15/26

      71        70,689  

QEP Resources, Inc.
5.25%, 5/01/23

      9        8,988  

5.375%, 10/01/22

      34        33,790  

Range Resources Corp.
5.00%, 8/15/22-3/15/23

      50        47,590  

5.875%, 7/01/22

      2        1,981  

Rowan Cos., Inc.
4.875%, 6/01/22

      35        26,319  

5.85%, 1/15/44

      35        17,276  

SandRidge Energy, Inc.
7.50%, 2/15/23(c)(e)(f)(g)

      29        – 0 – 

8.125%, 10/15/22(c)(e)(f)(g)

      47        – 0 – 

SM Energy Co.
5.00%, 1/15/24

      2        1,917  

5.625%, 6/01/25

      10        9,484  

6.125%, 11/15/22

      24        24,239  

 

26    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

SRC Energy, Inc.
6.25%, 12/01/25

    U.S.$       9      $ 9,065  

Sunoco LP/Sunoco Finance Corp.
4.875%, 1/15/23

      40        40,969  

5.50%, 2/15/26

      144        149,574  

5.875%, 3/15/28

      16        17,036  

6.00%, 4/15/27

      2        2,131  

Targa Resources Partners LP/Targa Resources Partners Finance Corp.
4.25%, 11/15/23

      42        42,092  

6.50%, 7/15/27(a)

      70        76,713  

Transocean Phoenix 2 Ltd.
7.75%, 10/15/24(a)

      36        37,826  

Transocean Poseidon Ltd.
6.875%, 2/01/27(a)

      31        32,800  

Transocean, Inc.
6.80%, 3/15/38

      87        61,897  

7.50%, 1/15/26(a)

      18        17,770  

Valaris PLC
5.20%, 3/15/25

      1        346  

Vantage Drilling International
7.50%, 11/01/19(c)(e)(f)(g)(h)

      46        – 0 – 

Vine Oil & Gas LP/Vine Oil & Gas Finance Corp.
8.75%, 4/15/23(a)

      92        45,080  

Whiting Petroleum Corp.
5.75%, 3/15/21

      44        41,695  

6.25%, 4/01/23

      9        7,575  
      

 

 

 
         2,452,366  
      

 

 

 

Other Industrial – 1.3%

      

American Builders & Contractors Supply Co., Inc.
4.00%, 1/15/28(a)

      43        43,646  

Belden, Inc.
3.875%, 3/15/28(a)

    EUR       100        119,214  

H&E Equipment Services, Inc.
5.625%, 9/01/25

    U.S.$       20        21,013  

IAA, Inc.
5.50%, 6/15/27(a)

      39        41,688  

KAR Auction Services, Inc.
5.125%, 6/01/25(a)

      83        86,336  

Laureate Education, Inc.
8.25%, 5/01/25(a)

      29        31,508  

Performance Food Group, Inc.
5.50%, 10/15/27(a)

      38        40,567  

Rexel SA
2.625%, 6/15/24(a)

    EUR       100        114,260  
      

 

 

 
         498,232  
      

 

 

 

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Services – 2.0%

      

Aptim Corp.
7.75%, 6/15/25(a)

    U.S.$       25      $ 15,062  

Aramark Services, Inc.
5.00%, 4/01/25-2/01/28(a)

      121        126,738  

5.125%, 1/15/24

      7        6,878  

Carriage Services, Inc.
6.625%, 6/01/26(a)

      30        31,941  

GW B-CR Security Corp.
9.50%, 11/01/27(a)

      19        20,282  

Harsco Corp.
5.75%, 7/31/27(a)

      111        118,325  

Korn Ferry
4.625%, 12/15/27(a)

      50        50,250  

Monitronics International, Inc.
Zero Coupon, 4/01/20(c)(e)(f)(g)

      14        – 0  – 

Nielsen Co. Luxembourg SARL (The)
5.50%, 10/01/21(a)

      28        28,125  

Nielsen Finance LLC/Nielsen Finance Co.
5.00%, 4/15/22(a)

      30        30,158  

Prime Security Services Borrower LLC/Prime Finance, Inc.
5.25%, 4/15/24(a)

      55        58,318  

9.25%, 5/15/23(a)

      27        28,632  

Refinitiv US Holdings, Inc.
6.25%, 5/15/26(a)

      23        25,122  

8.25%, 11/15/26(a)

      43        48,447  

Ritchie Bros Auctioneers, Inc.
5.375%, 1/15/25(a)

      12        12,495  

Sabre GLBL, Inc.
5.25%, 11/15/23(a)

      44        45,204  

Team Health Holdings, Inc.
6.375%, 2/01/25(a)

      81        54,123  

Verscend Escrow Corp.
9.75%, 8/15/26(a)

      79        86,596  
      

 

 

 
         786,696  
      

 

 

 

Technology – 2.5%

      

ADT Security Corp. (The)
4.125%, 6/15/23

      75        77,489  

APX Group, Inc.
7.875%, 12/01/22

      98        98,953  

Ascend Learning LLC
6.875%, 8/01/25(a)

      19        19,972  

Banff Merger Sub, Inc.
9.75%, 9/01/26(a)

      85        86,247  

CDK Global, Inc.
5.875%, 6/15/26

      50        53,469  

 

28    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
    U.S. $ Value  

 

 

CommScope Technologies LLC
6.00%, 6/15/25(a)

    U.S.$       44     $ 44,134  

CommScope, Inc.
5.50%, 3/01/24-6/15/24(a)

      98       100,801  

6.00%, 3/01/26(a)

      100       106,406  

8.25%, 3/01/27(a)

      115       121,043  

Conduent Finance, Inc./Conduent Business Services LLC
10.50%, 12/15/24(a)

      0 **      155  

Dell International LLC/EMC Corp.
5.875%, 6/15/21(a)

      39       39,669  

EMC Corp.
3.375%, 6/01/23

      38       38,769  

Genesys Telecommunications Laboratories, Inc./Greeneden Lux 3 SARL/Greeneden US Ho
10.00%, 11/30/24(a)

      7       7,564  

Infor US, Inc.
6.50%, 5/15/22

      78       79,154  

NCR Corp.
5.75%, 9/01/27(a)

      24       25,580  

6.125%, 9/01/29(a)

      19       20,629  

Rackspace Hosting, Inc.
8.625%, 11/15/24(a)

      17       16,627  

Solera LLC/Solera Finance, Inc.
10.50%, 3/01/24(a)

      47       50,285  

Xerox Corp.
4.125%, 3/15/23

      18       18,677  
     

 

 

 
        1,005,623  
     

 

 

 

Transportation - Services – 1.7%

     

Algeco Global Finance PLC
6.50%, 2/15/23

    EUR       100       111,964  

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.
5.75%, 7/15/27(a)

    U.S.$       45       47,025  

Europcar Mobility Group
4.00%, 4/30/26

    EUR       100       108,545  

Herc Holdings, Inc.
5.50%, 7/15/27(a)

    U.S.$       31       32,746  

Hertz Corp. (The)
5.50%, 10/15/24(a)

      29       29,802  

6.00%, 1/15/28(a)

      40       40,106  

6.25%, 10/15/22

      20       20,254  

United Rentals North America, Inc.
5.875%, 9/15/26

      50       53,705  

6.50%, 12/15/26

      125       137,562  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    29


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

XPO Logistics, Inc.
6.125%, 9/01/23(a)

    U.S.$       74      $ 76,709  

6.75%, 8/15/24(a)

      28        30,417  
      

 

 

 
         688,835  
      

 

 

 
         24,518,300  
      

 

 

 

Financial Institutions – 7.5%

      

Banking – 1.4%

      

Alliance Data Systems Corp.
4.75%, 12/15/24(a)

      60        59,890  

Barclays PLC
8.00%, 6/15/24(m)

      200        224,284  

Citigroup, Inc.
Series T
6.25%, 8/15/26(m)

      38        43,208  

Series U
5.00%, 9/12/24m)

      70        73,219  

Goldman Sachs Group, Inc. (The)
Series P
5.00%, 11/10/22(m)

      44        44,434  

Royal Bank of Scotland Group PLC
8.625%, 8/15/21(m)

      117        126,029  

Societe Generale SA
8.00%, 9/29/25(a)(m)

      3        3,490  
      

 

 

 
         574,554  
      

 

 

 

Brokerage – 0.4%

      

Lehman Brothers Holdings, Inc.
5.625%, 1/24/13(c)(f)(h)

      423        5,377  

LPL Holdings, Inc.
5.75%, 9/15/25(a)

      75        78,774  

NFP Corp.
6.875%, 7/15/25(a)

      33        33,056  

8.00%, 7/15/25(a)

      31        31,005  
      

 

 

 
         148,212  
      

 

 

 

Finance – 1.7%

 

CNG Holdings, Inc.
12.50%, 6/15/24(a)

      32        28,634  

Compass Group Diversified Holdings LLC
8.00%, 5/01/26(a)

      45        48,783  

Curo Group Holdings Corp.
8.25%, 9/01/25(a)

      61        53,685  

Enova International, Inc.
8.50%, 9/01/24-9/15/25(a)

      96        90,867  

goeasy Ltd.
5.375%, 12/01/24(a)

      67        68,329  

Navient Corp.
5.00%, 10/26/20

      47        48,044  

5.50%, 1/25/23

      79        84,168  

 

30    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

5.875%, 3/25/21

    U.S.$       1      $ 604  

6.50%, 6/15/22

      56        61,271  

7.25%, 1/25/22-9/25/23

      72        80,677  

8.00%, 3/25/20

      18        17,838  

SLM Corp.
5.125%, 4/05/22

      21        21,239  

Springleaf Finance Corp.
6.875%, 3/15/25

      48        54,636  

TMX Finance LLC/TitleMax Finance Corp.
11.125%, 4/01/23(a)

      50        45,555  
      

 

 

 
         704,330  
      

 

 

 

Insurance – 1.4%

 

Acrisure LLC/Acrisure Finance, Inc.
7.00%, 11/15/25(a)

      99        95,819  

8.125%, 2/15/24(a)

      44        47,823  

10.125%, 8/01/26(a)

      40        42,968  

Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer
6.75%, 10/15/27(a)

      16        17,164  

Genworth Holdings, Inc.
7.20%, 2/15/21

      30        31,050  

7.625%, 9/24/21

      17        17,927  

Polaris Intermediate Corp.
8.50% (8.50% Cash or 9.25% PIK), 12/01/22(a)(d)

      243        225,818  

USI, Inc./NY
6.875%, 5/01/25(a)

      7        7,140  

WellCare Health Plans, Inc.
5.375%, 8/15/26(a)

      82        87,501  
      

 

 

 
         573,210  
      

 

 

 

Other Finance – 0.9%

 

Allied Universal Holdco LLC/Allied Universal Finance Corp.
6.625%, 7/15/26(a)

      11        11,817  

9.75%, 7/15/27(a)

      75        80,187  

Intrum AB
3.50%, 7/15/26(a)

    EUR       100        114,549  

NVA Holdings, Inc.
6.875%, 4/01/26(a)

    U.S.$       75        81,094  

Tempo Acquisition LLC/Tempo Acquisition Finance Corp.
6.75%, 6/01/25(a)

      53        54,762  
      

 

 

 
         342,409  
      

 

 

 

REITS – 1.7%

 

Brookfield Property REIT, Inc./BPR Cumulus LLC/BPR Nimbus LLC/GGSI Sellco LL
5.75%, 5/15/26(a)

      134        141,939  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    31


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
    U.S. $ Value  

 

 

GEO Group, Inc. (The)
6.00%, 4/15/26

    U.S.$       8     $ 7,097  

Iron Mountain, Inc.
4.375%, 6/01/21(a)

      20       20,590  

4.875%, 9/15/27(a)

      121       124,804  

5.25%, 3/15/28(a)

      55       57,391  

MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc.
5.625%, 5/01/24

      89       97,276  

5.75%, 2/01/27(a)

      59       65,933  

Realogy Group LLC/Realogy Co-Issuer Corp.
4.875%, 6/01/23(a)

      27       26,751  

9.375%, 4/01/27(a)

      105       109,519  

SBA Communications Corp.
4.00%, 10/01/22

      15       15,284  

4.875%, 9/01/24

      8       8,322  
     

 

 

 
        674,906  
     

 

 

 
        3,017,621  
     

 

 

 

Utility – 2.1%

 

Electric – 2.1%

 

Calpine Corp.
5.125%, 3/15/28(a)

      105       107,066  

5.25%, 6/01/26(a)

      62       64,613  

5.50%, 2/01/24

      113       114,900  

5.75%, 1/15/25

      116       119,776  

NRG Energy, Inc.
6.625%, 1/15/27

      120       130,522  

Talen Energy Supply LLC
4.60%, 12/15/21

      0 **      214  

6.50%, 6/01/25

      101       85,798  

7.25%, 5/15/27(a)

      13       13,687  

Texas Competitive/TCEH
11.50%, 10/01/20(b)(c)(e)(f)(g)

      59       – 0  – 

Vistra Energy Corp.
5.875%, 6/01/23

      8       7,749  

Vistra Operations Co. LLC
5.50%, 9/01/26(a)

      31       32,887  

5.625%, 2/15/27(a)

      157       165,511  
     

 

 

 
        842,723  
     

 

 

 

Total Corporates – Non-Investment Grade
(cost $27,708,052)

        28,378,644  
     

 

 

 
     

CORPORATES – INVESTMENT
GRADE – 11.4%

     

Financial Institutions – 5.7%

 

Banking – 2.4%

 

Ally Financial, Inc.
4.125%, 3/30/20

      19       19,308  

 

32    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

8.00%, 11/01/31

    U.S.$       90      $ 124,609  

Bank of America Corp.
Series DD
6.30%, 3/10/26(m)

      22        25,504  

Series X
6.25%, 9/05/24(m)

      47        52,303  

Series Z
6.50%, 10/23/24(m)

      23        26,108  

Barclays Bank PLC
6.86%, 6/15/32(a)(m)

      15        17,661  

BNP Paribas SA
7.625%, 3/30/21(a)(m)

      58        61,570  

BPCE SA
5.70%, 10/22/23(a)

      82        90,992  

CIT Group, Inc.
4.75%, 2/16/24

      45        48,121  

5.00%, 8/15/22

      65        68,926  

5.25%, 3/07/25

      32        35,404  

Credit Agricole SA
6.50%, 6/23/21(a)(m)

    EUR       100        121,123  

Goldman Sachs Group, Inc. (The)
2.00%, 7/27/23(a)

      57        67,942  

JPMorgan Chase & Co.
Series FF
5.00%, 8/01/24(m)

    U.S.$       80        83,641  

Lloyds Banking Group PLC
6.00%, 6/07/32(c)(m)

    GBP       8        9,928  

Santander Holdings USA, Inc.
4.40%, 7/13/27

    U.S.$       28        30,269  

Wells Fargo & Co.
Series S
5.90%, 6/15/24(m)

      85        92,331  
      

 

 

 
         975,740  
      

 

 

 

Finance – 0.1%

 

Park Aerospace Holdings Ltd.
4.50%, 3/15/23(a)

      15        15,738  

5.25%, 8/15/22(a)

      30        32,001  
      

 

 

 
         47,739  
      

 

 

 

Insurance – 1.5%

 

ACE Capital Trust II
9.70%, 4/01/30

      20        30,141  

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

      10        13,030  

Berkshire Hathaway, Inc.
0.625%, 1/17/23

    EUR       100        114,412  

Centene Corp.
4.25%, 12/15/27(a)

    U.S.$       109        112,250  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    33


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

4.625%, 12/15/29(a)

    U.S.$       124      $ 130,583  

Liberty Mutual Group, Inc.
7.80%, 3/15/37(a)

      61        80,627  

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

      31        52,684  

Prudential Financial, Inc.
5.20%, 3/15/44

      20        21,310  

5.625%, 6/15/43

      50        53,823  
      

 

 

 
         608,860  
      

 

 

 

REITS – 1.7%

 

EPR Properties
4.95%, 4/15/28

      52        56,914  

GLP Capital LP/GLP Financing II, Inc.
3.35%, 9/01/24

      6        6,135  

4.00%, 1/15/30

      4        4,097  

5.25%, 6/01/25

      26        28,568  

5.375%, 11/01/23-4/15/26

      80        88,736  

5.75%, 6/01/28

      19        21,584  

MPT Operating Partnership LP/MPT Finance Corp.
4.625%, 8/01/29

      45        46,423  

5.00%, 10/15/27

      73        77,578  

5.25%, 8/01/26

      40        41,861  

5.50%, 5/01/24

      26        26,745  

Sabra Health Care LP
5.125%, 8/15/26

      59        63,790  

Sabra Health Care LP/Sabra Capital Corp.
4.80%, 6/01/24

      26        27,656  

Senior Housing Properties Trust
6.75%, 12/15/21

      9        9,271  

Service Properties Trust
4.35%, 10/01/24

      35        36,033  

4.50%, 3/15/25

      55        56,684  

Spirit Realty LP
4.45%, 9/15/26

      66        70,984  
      

 

 

 
         663,059  
      

 

 

 
         2,295,398  
      

 

 

 

Industrial – 5.6%

 

Basic – 0.2%

 

ArcelorMittal SA
7.00%, 10/15/39

      45        55,167  

Glencore Finance Canada Ltd.
6.00%, 11/15/41(a)

      5        5,194  

Glencore Funding LLC
4.00%, 4/16/25(a)

      5        5,176  
      

 

 

 
         65,537  
      

 

 

 

 

34    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Capital Goods – 0.1%

 

Arconic, Inc.
5.90%, 2/01/27

    U.S.$       4      $ 4,561  

General Electric Co.
Series D
5.00%, 1/21/21(m)

      40        39,311  
      

 

 

 
         43,872  
      

 

 

 

Communications -
Telecommunications – 0.4%

      

Qwest Corp.
6.75%, 12/01/21

      78        84,385  

6.875%, 9/15/33

      28        28,210  

7.25%, 9/15/25

      55        63,352  
      

 

 

 
         175,947  
      

 

 

 

Consumer Cyclical - Automotive – 0.1%

      

General Motors Financial Co., Inc.
5.10%, 1/17/24

      47        51,020  
      

 

 

 

Consumer Cyclical - Entertainment – 0.1%

      

Silversea Cruise Finance Ltd.
7.25%, 2/01/25(a)

      34        36,059  
      

 

 

 

Consumer Cyclical - Other – 1.7%

      

Lennar Corp.
4.125%, 1/15/22

      74        75,964  

4.50%, 4/30/24

      42        44,462  

4.75%, 11/29/27

      72        77,649  

6.25%, 12/15/21(a)

      1        767  

6.25%, 12/15/21

      22        23,133  

8.375%, 1/15/21

      20        21,198  

MDC Holdings, Inc.
5.625%, 2/01/20

      23        23,358  

6.00%, 1/15/43

      51        52,987  

Standard Industries, Inc./NJ
4.75%, 1/15/28(a)

      64        65,632  

5.375%, 11/15/24(a)

      68        69,870  

5.50%, 2/15/23(a)

      26        26,423  

6.00%, 10/15/25(a)

      39        40,575  

Toll Brothers Finance Corp.
4.875%, 3/15/27

      93        100,938  

5.875%, 2/15/22

      35        37,391  
      

 

 

 
         660,347  
      

 

 

 

Consumer Non-Cyclical – 0.6%

 

HCA, Inc.
4.50%, 2/15/27

      105        113,440  

5.00%, 3/15/24

      32        34,996  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    35


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Newell Brands, Inc.
3.85%, 4/01/23

    U.S.$       45      $ 46,766  

4.20%, 4/01/26

      45        46,897  
      

 

 

 
         242,099  
      

 

 

 

Energy – 1.3%

 

Boardwalk Pipelines LP
4.45%, 7/15/27

      32        33,068  

Cenovus Energy, Inc.
6.75%, 11/15/39

      1        1,855  

Cheniere Corpus Christi Holdings LLC
5.875%, 3/31/25

      74        82,770  

Enable Midstream Partners LP
3.90%, 5/15/24

      36        36,878  

Energy Transfer Operating LP
4.20%, 4/15/27

      32        33,506  

4.25%, 3/15/23

      87        90,773  

EQM Midstream Partners LP
Series 10Y
5.50%, 7/15/28

      30        29,470  

Hess Corp.
7.30%, 8/15/31

      36        45,783  

Kinder Morgan, Inc./DE
Series G
7.75%, 1/15/32

      11        15,578  

Marathon Oil Corp.
6.80%, 3/15/32

      34        43,011  

Occidental Petroleum Corp.
2.90%, 8/15/24

      46        46,728  

3.20%, 8/15/26

      11        11,128  

Southern Star Central Corp.
5.125%, 7/15/22(a)

      20        20,165  

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

      30        31,076  
      

 

 

 
         521,789  
      

 

 

 

Services – 0.1%

 

Expedia Group, Inc.
3.80%, 2/15/28

      30        30,608  
      

 

 

 

Technology – 1.0%

 

Broadcom Corp./Broadcom Cayman Finance Ltd.
3.875%, 1/15/27

      63        65,450  

Dell International LLC/EMC Corp.
4.90%, 10/01/26(a)

      60        66,051  

Micron Technology, Inc.
4.185%, 2/15/27

      43        46,038  

4.975%, 2/06/26

      11        12,220  

 

36    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Nokia Oyj
3.375%, 6/12/22

    U.S.$       16      $ 16,219  

6.625%, 5/15/39

      64        74,120  

Seagate HDD Cayman
4.75%, 1/01/25

      15        15,957  

4.875%, 6/01/27

      5        4,857  

Western Digital Corp.
4.75%, 2/15/26

      99        103,284  
      

 

 

 
         404,196  
      

 

 

 
         2,231,474  
      

 

 

 

Utility – 0.1%

 

    

Electric – 0.1%

 

AES Corp./VA
4.00%, 3/15/21

      54        54,859  
      

 

 

 

Total Corporates – Investment Grade
(cost $4,253,135)

         4,581,731  
      

 

 

 
      

BANK LOANS – 5.7%

 

    

Industrial – 5.1%

 

    

Basic – 0.0%

 

Nouryon Finance B.V. (aka AkzoNobel)
4.960% (LIBOR 1 Month + 3.25%), 10/01/25(n)

      10        9,664  
      

 

 

 

Capital Goods – 0.8%

 

Apex Tool Group, LLC
7.299% (LIBOR 1 Month + 5.50%), 8/01/24(n)

      59        57,809  

Brookfield WEC Holdings Inc. (aka Westinghouse Electric Company LLC)
5.299% (LIBOR 1 Month + 3.50%), 8/01/25(n)

      29        29,134  

BWay Holding Company
5.234% (LIBOR 3 Month + 3.25%), 4/03/24(o)

      85        84,292  

Gardner Denver, Inc.
4.549% (LIBOR 1 Month + 2.75%), 7/30/24(n)

      14        13,734  

Granite US Holdings Corporation
7.211% (LIBOR 3 Month + 5.25%), 9/30/26(e)(n)

      56        56,000  

Honeywell Technologies SARL (aka Garrett Motion Inc.)
4.450% (LIBOR 3 Month + 2.50%), 9/27/25(e)(n)(o)

      28        28,215  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    37


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Panther BF Aggregator 2 L P
5.305% (LIBOR 1 Month + 3.50%), 4/30/26(n)

    U.S.$       50      $ 49,969  

Ply Gem Midco, Inc.
5.486% (LIBOR 1 Month + 3.75%), 4/12/25(n)

      20        19,780  
      

 

 

 
         338,933  
      

 

 

 

Communications - Media – 0.3%

 

Clear Channel Outdoor Holdings, Inc.
5.299% (LIBOR 1 Month + 3.50%), 8/21/26(n)

      12        12,026  

Diamond Sports Group, LLC
5.030% (LIBOR 1 Month + 3.25%), 8/24/26(n)

      20        20,100  

iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.)
5.691% (LIBOR 1 Month + 4.00%), 5/01/26(n)

      16        16,011  

Univision Communications Inc.
4.549% (LIBOR 1 Month + 2.75%), 3/15/24(n)

      60        59,161  
      

 

 

 
         107,298  
      

 

 

 

Communications -
Telecommunications – 0.1%

      

Intelsat Jackson Holdings S.A.
6.432% (LIBOR 6 Month + 4.50%), 1/02/24(n)

      4        3,776  

6.625%, 1/02/24

      6        6,356  

West Corporation
5.927% (LIBOR 3 Month + 4.00%), 10/10/24(n)

      29        24,734  
      

 

 

 
         34,866  
      

 

 

 

Consumer Cyclical - Automotive – 0.0%

      

Navistar, Inc.
5.240% (LIBOR 1 Month + 3.50%), 11/06/24(n)

      10        9,529  
      

 

 

 

Consumer Cyclical - Entertainment – 0.1%

      

Motion Acquisition Limited
5.151% (LIBOR 3 Month + 3.25%), 11/12/26(n)

      30        29,904  

Seaworld Parks & Entertainment, Inc. (fka SW Acquisitions Co., Inc.)
4.799% (LIBOR 1 Month + 3.00%), 4/01/24(n)

      24        24,582  
      

 

 

 
         54,486  
      

 

 

 

 

38    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Consumer Cyclical - Other – 0.7%

      

Caesars Resort Collection, LLC (fka Caesars Growth Properties Holdings, LLC)
4.549% (LIBOR 1 Month + 2.75%), 12/23/24(n)

    U.S.$       38      $ 38,089  

Playtika Holding Corp.
7.736% (LIBOR 3 Month + 6.00%), 12/10/24(n)

      137        138,301  

Scientific Games International, Inc.
4.452% (LIBOR 1 Month + 2.75%), 8/14/24(n)

      64        64,015  

4.549% (LIBOR 1 Month + 2.75%), 8/14/24(n)

      15        15,512  

Stars Group Holdings B.V.
5.445% (LIBOR 3 Month + 3.50%), 7/10/25(n)

      9        8,832  
      

 

 

 
         264,749  
      

 

 

 

Consumer Cyclical - Restaurants – 0.1%

      

IRB Holding Corp. (aka Arby’s/Buffalo Wild Wings)
5.216% (LIBOR 3 Month + 3.25%), 2/05/25(n)

      6        6,173  

Whatabrands LLC
4.944% (LIBOR 1 Month + 3.25%), 8/02/26(n)

      15        15,420  
      

 

 

 
         21,593  
      

 

 

 

Consumer Cyclical - Retailers – 0.3%

      

Bass Pro Group, LLC
6.799% (LIBOR 1 Month + 5.00%), 9/25/24(n)

      17        17,003  

PetSmart, Inc.
5.740% (LIBOR 1 Month + 4.00%), 3/11/22(n)

      58        57,301  

Serta Simmons Bedding, LLC
9.785% (LIBOR 1 Month + 8.00%), 11/08/24(n)

      28        8,288  

Specialty Building Products Holdings, LLC
7.549% (LIBOR 1 Month + 5.75%), 10/01/25(n)

      42        41,991  
      

 

 

 
         124,583  
      

 

 

 

Consumer Non-Cyclical – 1.2%

      

Air Medical Group Holdings, Inc.
5.035% (LIBOR 1 Month + 3.25%), 4/28/22(n)

      21        20,644  

5.952% (LIBOR 1 Month + 4.25%), 3/14/25(n)

      16        15,453  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    39


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Aldevron, L.L.C.
6.195% (LIBOR 3 Month + 4.25%), 10/12/26(e)(n)

    U.S.$       67      $ 67,814  

Alphabet Holding Company, Inc. (aka Nature’s Bounty)
9.549% (LIBOR 1 Month + 7.75%), 9/26/25(n)

      54        47,295  

athenahealth, Inc.
6.401% (LIBOR 3 Month + 4.50%), 2/11/26(n)

      72        72,169  

BI-LO, LLC
9.850% (LIBOR 2 Month + 8.00%), 5/31/24(n)

      33        30,069  

9.892% (LIBOR 3 Month + 8.00%), 5/31/24(n)

      32        29,561  

9.894% (LIBOR 3 Month + 8.00%), 5/31/24(n)

      34        30,989  

Chobani, LLC (Chobani Idaho, LLC)
5.299% (LIBOR 1 Month + 3.50%), 10/10/23(n)

      40        39,683  

Envision Healthcare Corporation
5.549% (LIBOR 1 Month + 3.75%), 10/10/25(n)

      28        24,057  

Regionalcare Hospital Partners Holdings, Inc.
6.202% (LIBOR 1 Month + 4.50%), 11/16/25(n)

      36        35,989  

U.S. Renal Care, Inc.
6.813% (LIBOR 1 Month + 5.00%), 6/26/26(n)

      60        59,252  
      

 

 

 
         472,975  
      

 

 

 

Energy – 0.6%

      

California Resources Corporation
12.180% (LIBOR 1 Month + 10.38%), 12/31/21(n)(o)

      55        41,035  

Chesapeake Energy Corporation
9.928% (LIBOR 3 Month + 8.00%), 6/24/24(n)(o)

      79        81,238  

CITGO Petroleum Corporation
6.945% (LIBOR 3 Month + 5.00%), 3/28/24(e)(n)

      39        38,852  

Triton Solar US Acquisition Co.
7.799% (LIBOR 1 Month + 6.00%), 10/29/24(n)

      86        71,960  
      

 

 

 
         233,085  
      

 

 

 

Other Industrial – 0.0%

      

American Tire Distributors, Inc.
9.299% (LIBOR 1 Month + 7.50%), 9/02/24(c)(n)

      14        11,987  

 

40    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

9.445% (LIBOR 3 Month + 7.50%), 9/02/24(c)(n)

    U.S.$       2      $ 1,547  

Core & Main LP
4.441% (LIBOR 1 Month + 2.75%), 8/01/24(n)

      3        2,981  

4.664% (LIBOR 3 Month + 2.75%), 8/01/24(n)

      2        1,917  
      

 

 

 
         18,432  
      

 

 

 

Services – 0.4%

      

Garda World Security Corporation
6.660% (LIBOR 3 Month + 4.75%), 10/30/26(e)(n)

      14        14,079  

Parexel International Corporation
4.452% (LIBOR 1 Month + 2.75%), 9/27/24(n)

      9        8,881  

Pi Lux Finco SARL
8.952% (LIBOR 1 Month + 7.25%), 1/01/26(e)(n)

      100        98,000  

Refinitiv US Holdings Inc. (fka Financial & Risk US Holdings, Inc.)
5.049% (LIBOR 1 Month + 3.25%), 10/01/25(n)

      15        14,976  

Verscend Holding Corp.
6.299% (LIBOR 1 Month + 4.50%),
8/27/25(n)

      27        26,669  
      

 

 

 
         162,605  
      

 

 

 

Technology – 0.5%

      

Avaya Inc.
5.990% (LIBOR 1 Month + 4.25%), 12/15/24(n)

      36        35,590  

Boxer Parent Company Inc. (aka BMC Software, Inc.)
6.049% (LIBOR 1 Month + 4.25%), 10/02/25(n)

      59        58,741  

MTS Systems Corporation
5.050% (LIBOR 1 Month + 3.25%),
7/05/23(e)(n)

      10        10,175  

Pitney Bowes Inc.
1/17/25(o)

      40        39,512  

Solera, LLC (Solera Finance, Inc.)
4.549% (LIBOR 1 Month + 2.75%), 3/03/23(n)

      59        58,699  
      

 

 

 
         202,717  
      

 

 

 
         2,055,515  
      

 

 

 

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    41


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Financial Institutions – 0.4%

      

Finance – 0.1%

      

Ellie Mae, Inc.
5.945% (LIBOR 3 Month + 4.00%), 4/17/26(e)(n)

    U.S.$       36      $ 35,994  

Jefferies Finance LLC
5.500% (LIBOR 1 Month + 3.75%), 6/03/26(n)

      8        7,933  
      

 

 

 
         43,927  
      

 

 

 

Insurance – 0.3%

      

Hub International Limited
5.903% (LIBOR 3 Month + 4.00%), 4/25/25(n)

      68        68,877  

Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)
5.799% (LIBOR 1 Month + 4.00%), 9/03/26(n)

      51        50,937  
      

 

 

 
         119,814  
      

 

 

 
         163,741  
      

 

 

 

Utility – 0.2%

      

Electric – 0.2%

      

Granite Generation LLC
5.549% (LIBOR 1 Month + 3.75%), 11/09/26(n)

      48        47,965  

5.695% (LIBOR 3 Month + 3.75%), 11/09/26(e)(n)

      9        8,465  
      

 

 

 
         56,430  
      

 

 

 

Total Bank Loans
(cost $2,313,763)

         2,275,686  
      

 

 

 
          Shares         

COMMON STOCKS – 1.2%

      

Energy – 0.5%

      

Energy Equipment & Services – 0.4%

      

Tervita Corp.(f)

      25,589        146,020  
      

 

 

 

Oil, Gas & Consumable Fuels – 0.1%

      

Berry Petroleum Corp.

      4,049        38,182  

CHC Group LLC(f)(l)

      1,219        305  

K201640219 (South Africa) Ltd.
A Shares(c)(e)(f)(g)

      191,574        – 0  – 

K201640219 (South Africa) Ltd.
B Shares(c)(e)(f)(g)

      30,276        – 0  – 

Paragon Offshore Ltd. – Class A(c)(e)(f)

      267        54  

Paragon Offshore Ltd. – Class B(c)(e)(f)

      401        5,948  

Triangle Petroleum Corp.(c)(e)(f)(g)

      3,047        – 0  – 

 

42    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company             
    
Shares
     U.S. $ Value  

 

 

Vantage Drilling Internation(c)(e)(f)(g)

      235      $ 6,163  
      

 

 

 
         50,652  
      

 

 

 
                       196,672  
      

 

 

 

Consumer Discretionary – 0.3%

      

Auto Components – 0.1%

      

ATD New Holdings, Inc.(c)(e)(f)

      1,009        25,225  

Exide Corp.(c)(e)(g)

      5,092        4,787  

Exide Technologies(e)(f)(g)

      13,982        11,605  

Exide Technologies(c)(e)(f)(g)

      1,793        1,685  
      

 

 

 
         43,302  
      

 

 

 

Hotels, Restaurants & Leisure – 0.2%

      

Caesars Entertainment Corp.(f)

      1,258        17,109  

eDreams ODIGEO SA(f)

      12,845        61,655  
      

 

 

 
         78,764  
      

 

 

 

Household Durables – 0.0%

      

Hovnanian Enterprises, Inc. – Class A(f)

      131        2,734  
      

 

 

 
         124,800  
      

 

 

 

Communication Services – 0.1%

      

Media – 0.1%

      

Clear Channel Outdoor Holdings, Inc.(f)

      5,213        14,909  

DISH Network Corp. – Class A(f)

      100        3,547  

iHeartMedia, Inc. – Class A(c)(f)

      1,033        17,458  
      

 

 

 
         35,914  
      

 

 

 

Wireless Telecommunication Services – 0.0%

      

T-Mobile US, Inc.(f)

      150        11,763  
      

 

 

 
         47,677  
      

 

 

 

Information Technology – 0.1%

      

Software – 0.1%

      

Avaya Holdings Corp.(f)

      2,740        36,990  

Monitronics International, Inc.(f)

      316        2,686  

Monitronics International, Inc.(c)(e)(f)(g)

      262        2,004  
      

 

 

 
         41,680  
      

 

 

 

Materials – 0.1%

      

Containers & Packaging – 0.0%

      

Westrock Co.

      6        257  
      

 

 

 

Metals & Mining – 0.1%

      

BIS Industries Holdings Ltd.(c)(e)(f)(g)

      21,027        673  

Constellium SE(f)

      2,340        31,356  

Neenah Enterprises, Inc.(c)(e)(f)(g)

      4,481        5,646  
      

 

 

 
         37,675  
      

 

 

 
         37,932  
      

 

 

 

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    43


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company             
    
Shares
     U.S. $ Value  

 

 

Consumer Staples – 0.1%

      

Food & Staples Retailing – 0.1%

      

Southeastern Grocers, Inc. Npv(c)(e)(f)(g)

      828      $ 28,152  
      

 

 

 

Industrials – 0.0%

      

Construction & Engineering – 0.0%

      

Willscot Corp.(f)

      508        9,393  
      

 

 

 

Trading Companies & Distributors – 0.0%

      

Emeco Holdings Ltd.(f)

      602        916  
      

 

 

 
         10,309  
      

 

 

 

Health Care – 0.0%

      

Pharmaceuticals – 0.0%

      

Horizon Therapeutics PLC(f)

      196        7,095  
      

 

 

 

Total Common Stocks
(cost $730,094)

         494,317  
      

 

 

 
          Principal
Amount
(000)
        

GOVERNMENTS - TREASURIES – 1.2%

      

Mexico – 0.2%

      

Mexican Bonos
Series M
5.75%, 3/05/26

    MXN       1,202        60,159  

Series M 20
10.00%, 12/05/24

      480        28,769  
      

 

 

 
         88,928  
      

 

 

 

Russia – 0.2%

      

Russian Federal Bond – OFZ
Series 6217
7.50%, 8/18/21

    RUB       3,986        66,074  
      

 

 

 

United States – 0.8%

      

U.S. Treasury Notes
2.75%, 5/31/23

    U.S.$       300        311,063  
      

 

 

 

Total Governments – Treasuries
(cost $461,646)

         466,065  
      

 

 

 

EMERGING MARKETS - CORPORATE BONDS – 1.0%

      

Industrial – 0.8%

      

Basic – 0.2%

      

First Quantum Minerals Ltd.
7.00%, 2/15/21(a)

      5        5,423  

7.25%, 4/01/23(a)

      58        60,301  
      

 

 

 
         65,724  
      

 

 

 

 

44    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company         Principal
Amount
(000)
     U.S. $ Value  

 

 

Communications -
Telecommunications – 0.5%

      

Sable International Finance Ltd.
5.75%, 9/07/27(a)

    U.S.$       200      $ 211,292  
      

 

 

 

Consumer Cyclical - Retailers – 0.0%

      

Edcon Ltd.
9.50%, 3/01/49(a)(b)(e)(f)

    EUR       1        0  

K2016470219 South Africa Ltd.
3.00%, 12/31/22(d)(i)

    U.S.$       15        38  

K2016470260 South Africa Ltd.
25.00%, 12/31/22(d)(i)

      6        5  
      

 

 

 
         43  
      

 

 

 

Consumer Non-Cyclical – 0.0%

      

Tonon Luxembourg SA
6.50% (0.50% Cash and 6.00% PIK),
10/31/24(d)(e)(g)(i)

      2        63  

Virgolino de Oliveira Finance SA
10.50%, 1/28/18(f)(h)(i)

      96        3,256  
      

 

 

 
         3,319  
      

 

 

 

Energy – 0.1%

      

Petrobras Global Finance BV
5.093%, 1/15/30(a)

      19        20,376  

5.999%, 1/27/28

      27        30,817  
      

 

 

 
         51,193  
      

 

 

 

Transportation - Airlines – 0.0%

      

Guanay Finance Ltd.
6.00%, 12/15/20(a)

      2        2,256  
      

 

 

 
         333,827  
      

 

 

 

Utility – 0.2%

      

Electric – 0.2%

      

Terraform Global Operating LLC
6.125%, 3/01/26(i)

      77        80,070  
      

 

 

 

Financial Institutions – 0.0%

      

Insurance – 0.0%

      

Ambac LSNI LLC
6.945% (LIBOR 3 Month + 5.00%),
2/12/23(a)(p)

      8        8,021  
      

 

 

 

Total Emerging Markets – Corporate Bonds
(cost $515,989)

         421,918  
      

 

 

 

ASSET-BACKED SECURITIES – 0.6%

      

Other ABS - Fixed Rate – 0.4%

      

DB Master Finance LLC
Series 2017-1A, Class A2I
3.629%, 11/20/47(a)

      57        57,586  

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    45


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Taco Bell Funding LLC
Series 2016-1A, Class A23
4.97%, 5/25/46(a)

  U.S.$         16      $ 16,727  

Wendy’s Funding LLC
Series 2018-1A, Class A2I
3.573%, 3/15/48(a)

      70        70,307  
      

 

 

 
         144,620  
      

 

 

 

Home Equity Loans - Fixed Rate – 0.2%

      

CWABS Asset-Backed Certificates Trust
Series 2005-7, Class AF5W
5.054%, 10/25/35

      57        56,550  

GSAA Home Equity Trust
Series 2006-6, Class AF5
6.241%, 3/25/36

      70        32,857  
      

 

 

 
         89,407  
      

 

 

 

Home Equity Loans - Floating Rate – 0.0%

      

Lehman XS Trust
Series 2007-6, Class 3A5
4.647%, 5/25/37

      15        14,639  
      

 

 

 

Total Asset-Backed Securities
(cost $245,539)

         248,666  
      

 

 

 
      

COLLATERALIZED MORTGAGE OBLIGATIONS – 0.5%

      

Risk Share Floating Rate – 0.5%

      

Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2013-DN1, Class M2
8.942% (LIBOR 1 Month + 7.15%), 7/25/23(p)

      12        13,821  

Series 2013-DN2, Class M2
6.042% (LIBOR 1 Month + 4.25%),
11/25/23(p)

      41        44,474  

Series 2014-DN1, Class M3
6.292% (LIBOR 1 Month + 4.50%),
2/25/24(p)

      36        39,902  

Series 2014-HQ2, Class M3
5.542% (LIBOR 1 Month + 3.75%),
9/25/24(p)

      54        58,222  

Federal National Mortgage Association Connecticut Avenue Securities
Series 2013-C01, Class M2
7.042% (LIBOR 1 Month + 5.25%), 10/25/23(p)

      12        13,680  

 

46    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Series 2014-C01, Class M2
6.192% (LIBOR 1 Month + 4.40%), 1/25/24(p)

  U.S.$         26      $ 27,878  

Series 2015-C03, Class 1M2
6.792% (LIBOR 1 Month + 5.00%), 7/25/25(p)

      4        4,624  

Series 2015-C03, Class 2M2
6.792% (LIBOR 1 Month + 5.00%), 7/25/25(p)

      1        1,576  
      

 

 

 
         204,177  
      

 

 

 

Non-Agency Fixed Rate – 0.0%

      

Alternative Loan Trust
Series 2006-28CB, Class A14
6.25%, 10/25/36

      5        4,076  

CSMC Mortgage-Backed Trust
Series 2006-7, Class 3A12
6.25%, 8/25/36

      6        4,773  
      

 

 

 
         8,849  
      

 

 

 

Total Collateralized Mortgage Obligations
(cost $199,388)

         213,026  
      

 

 

 
      

EMERGING MARKETS –
TREASURIES – 0.3%

      

Brazil – 0.2%

      

Brazil Notas do Tesouro Nacional
Series F
10.00%, 1/01/21

    BRL       349        91,193  
      

 

 

 

South Africa – 0.1%

      

Republic of South Africa Government Bond
Series 2023
7.75%, 2/28/23

    ZAR       283        20,461  
      

 

 

 

Total Emerging Markets – Treasuries
(cost $119,537)

         111,654  
      

 

 

 
      

LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 0.2%

      

United States – 0.2%

      

State of California
Series 2010
7.60%, 11/01/40

    U.S.$       25        40,887  

7.95%, 3/01/36

      55        55,520  
      

 

 

 

Total Local Governments – US Municipal Bonds (cost $79,842)

         96,407  
      

 

 

 
      

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    47


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.2%

      

Non-Agency Fixed Rate CMBS – 0.2%

      

Citigroup Commercial Mortgage Trust
Series 2014-GC23, Class D
4.491%, 7/10/47(a)

    U.S.$       15      $ 14,387  

GS Mortgage Securities Trust
Series 2014-GC18, Class D
4.99%, 1/10/47(a)

      29        24,419  

JPMBB Commercial Mortgage Securities Trust
Series 2013-C17, Class D
4.892%, 1/15/47(a)

      29        30,431  
      

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $71,213)

         69,237  
      

 

 

 
          Shares         

INVESTMENT COMPANIES – 0.1%

      

Funds and Investment Trusts – 0.1%

      

iShares MSCI Global Metals & Mining
Producers ETF(q)
(cost $27,153)

      805        23,933  
      

 

 

 
      

PREFERRED STOCKS – 0.1%

      

Utility – 0.1%

      

Electric – 0.1%

      

SCE Trust III
Series H
5.75%

      423        10,317  
      

 

 

 

Financial Institutions – 0.0%

      

Banking – 0.0%

      

GMAC Capital Trust I
Series 2
7.695%

      357        9,300  
      

 

 

 

Industrial – 0.0%

      

Consumer Cyclical - Other – 0.0%

      

Hovnanian Enterprises, Inc.
7.625%

      490        2,572  
      

 

 

 

Total Preferred Stocks
(cost $27,044)

         22,189  
      

 

 

 

 

48    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

QUASI-SOVEREIGNS – 0.0%

      

Quasi-Sovereign Bonds – 0.0%

      

United States – 0.0%

      

Citgo Holding, Inc.
9.25%, 8/01/24(a)
(cost $18,000)

    U.S.$       18      $ 19,332  
      

 

 

 
          Shares         

WARRANTS – 0.0%

      

Amplify Energy Corp.,
expiring 4/21/20(c)(f)

      860        – 0  – 

Avaya Holdings Corp.,
expiring 12/15/22(f)

      1,210        1,512  

Halcon Res Corp.,
expiring 9/09/20(c)(e)(f)(g)

      9        – 0  – 

iHeartMedia, Inc.,
expiring 5/01/39(c)(f)

      12        185  

SandRidge Energy, Inc., A-CW22,
expiring 10/04/22(c)(f)

      1,975        8  

SandRidge Energy, Inc., B-CW22,
expiring 10/04/22(c)(f)

      830        365  

Willscot Corp., expiring
11/29/22(c)(e)(f)(g)

      787        4,806  
      

 

 

 

Total Warrants
(cost $18,915)

         6,876  
      

 

 

 
      

RIGHTS – 0.0%

      

Vistra Energy Corp.,
expiring 12/31/49(e)(f)
(cost $0)

      3,442        3,363  
      

 

 

 
      

SHORT-TERM INVESTMENTS – 6.3%

      

Investment Companies – 6.3%

      

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB,
1.53%(q)(r)(s)
(cost $2,550,584)

      2,550,584        2,550,584  
      

 

 

 

Total Investments – 99.4%
(cost $39,339,894)

         39,983,628  

Other assets less liabilities – 0.6%

         234,236  
      

 

 

 

Net Assets – 100.0%

       $ 40,217,864  
      

 

 

 

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    49


 

PORTFOLIO OF INVESTMENTS (continued)

 

FUTURES (see Note D)

 

Description   

Number of

Contracts

    

Expiration

Month

     Current
Notional
    Value and
Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

 

E-Mini Russell 2000 Index Futures

     1        March 2020      $ 83,530     $ 1,696  

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

     8        March 2020        948,875       (3,328

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

     13        March 2020        1,669,484       (15,102

Sold Contracts

 

Euro-OAT Futures

     1        March 2020        182,579       2,288  
          

 

 

 
           $     (14,446
          

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

Bank of America, NA

   RUB      4,120      USD      64        1/17/20      $     (2,169

Brown Brothers Harriman & Co.

   MXN      1,515      USD      78        1/07/20        (1,886

Brown Brothers Harriman & Co.

   GBP      113      USD      145        1/10/20        (4,704

Brown Brothers Harriman & Co.

   USD      137      GBP      105        1/10/20        2,820  

Brown Brothers Harriman & Co.

   EUR      299      USD      332        1/16/20        (3,241

Brown Brothers Harriman & Co.

   USD      136      EUR      123        1/16/20        1,871  

Brown Brothers Harriman & Co.

   AUD      2      USD      1        1/23/20        (20

Brown Brothers Harriman & Co.

   CAD      198      USD      148        1/23/20        (3,685

Brown Brothers Harriman & Co.

   ZAR      224      USD      15        1/23/20        (933

Citibank, NA

   BRL      380      USD      94        1/03/20        (188

Citibank, NA

   USD      93      BRL      380        1/03/20        1,429  

Citibank, NA

   BRL      380      USD      93        2/04/20        (1,455

Deutsche Bank AG

   BRL      380      USD      90        1/03/20        (4,303

Deutsche Bank AG

   USD      94      BRL      380        1/03/20        188  

Royal Bank of Scotland PLC

   EUR      1,514      USD      1,669        1/16/20        (30,096
                 

 

 

 
   $     (46,372
                 

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 


Description
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
December 31,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

 

iTraxx Europe Crossover Series 25, 5 Year Index, 6/20/21*

    (5.00 )%      Quarterly       1.52   EUR   13     $   (794   $   (319   $   (475
             

 

50    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 


Description
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
December 31,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

 

CDX-NAHY Series 33, 5 Year Index, 12/20/24*

    5.00 %       Quarterly       2.80 %     USD  2,103     $ 206,332     $ 153,174     $   53,158  

iTraxx Europe Crossover Series 25, 5 Year Index, 6/20/21*

    5.00       Quarterly       1.52     EUR  13       794       804       (10
         

 

 

   

 

 

   

 

 

 
          $   206,332     $   153,659     $   52,673  
         

 

 

   

 

 

   

 

 

 

 

*

Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

 

           

Rate Type

                       

Notional

Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD   1,770       3/06/23     3 Month LIBOR   2.714%    
Quarterly/
Semi-Annual

 
  $ 69,158     $     $ 69,158  
USD  2,835       9/02/25     2.248%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    (91,315     (8,311     (83,004
USD    961       1/15/26     1.978%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    (15,906     5,398       (21,304
USD    651       2/16/26     1.625%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    3,286       7,434       (4,148
USD 150       3/31/26     1.693%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    130             130  
USD 100       5/03/26     1.770%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    103             103  
USD 800       6/01/26     1.714%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    3,617       32,362       (28,745
USD 4,650       4/28/27     3 Month LIBOR   2.330%    
Quarterly/
Semi-Annual

 
    166,653       16,658       149,995  
USD 350       5/03/27     2.285%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    (11,473     112       (11,585
USD 940       3/06/28     2.876%   3 Month LIBOR    

Semi-Annual/

Quarterly

 

 

    (81,372           (81,372
         

 

 

   

 

 

   

 

 

 
          $ 42,881     $   53,653     $   (10,772
         

 

 

   

 

 

   

 

 

 

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    51


 

PORTFOLIO OF INVESTMENTS (continued)

 

CREDIT DEFAULT SWAPS (see Note D)

 

Swap

Counterparty &
Referenced

Obligation

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
December 31,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

             

Credit Suisse International

 

       

CDX-CMBX.NA.BB Series 6, 5/11/63*

    (5.00 )%      Monthly       9.98   USD    180     $ 20,226     $ 22,283     $ (2,057

Goldman Sachs International

 

       

British Telecommunications PLC, 5.750%, 12/07/28, 6/20/20*

    (1.00     Quarterly       0.07     EUR 170       (880     (1,091     211  

CDX-CMBX.NA.BBB-Series 6, 5/11/63*

    (3.00     Monthly       5.13     USD 192       9,715       20,043       (10,328

Sale Contracts

             

BNP Paribas SA

 

           

Altice France SA, 6/20/24*

    5.00       Quarterly       0.19     EUR 70       10,452       5,634       4,818  

Credit Suisse International

 

       

CDX-CMBX.NA.BB Series 6, 5/11/63*

    5.00       Monthly       9.98     USD 69       (7,753     (7,810     57  

CDX-CMBX.NA.BB Series 6, 5/11/63*

    5.00     Monthly       9.98   USD 29       (3,259     (3,537     278  

International Game Technology, 4.750%, 2/15/23, 6/20/22*

    5.00       Quarterly       0.11     EUR    100       13,253       5,613       7,640  

Deutsche Bank AG

 

           

CDX-CMBX.NA.BBB- Series 6, 5/11/63*

    3.00       Monthly       5.13     USD 75       (3,801     (4,978     1,177  

CDX-CMBX.NA.BBB- Series 6, 5/11/63*

    3.00       Monthly       5.13     USD 252       (12,772     (17,172     4,400  

Goldman Sachs International

 

           

Avis Budget Car Rental LLC, 5.250%, 3/15/25, 12/20/23*

    5.00       Quarterly       1.34     USD 10       1,403       511       892  

Avis Budget Car Rental LLC, 5.250%, 3/15/25, 12/20/23*

    5.00       Quarterly       2.54     USD 20       2,805       1,600       1,205  

CDX-CMBX.NA.BB Series 6, 5/11/63*

    5.00       Monthly       9.98     USD 163       (18,305     (29,019     10,714  
         

 

 

   

 

 

   

 

 

 
          $ 11,084     $ (7,923   $   19,007  
         

 

 

   

 

 

   

 

 

 

 

*

Termination date

 

52    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

TOTAL RETURN SWAPS (see Note D)

 

Counterparty &
Referenced Obligation
   Rate
Paid/
Received
     Payment
Frequency
     Current
Notional
(000)
     Maturity
Date
     Unrealized
Appreciation/
(Depreciation)
 

Receive Total Return on Reference Obligation

 

Citibank, NA

 

iBoxx EUR Contingent Convertible Liquid Developed Market AT1

    
3 Month
EURIBOR
 
 
     Quarterly      EUR    240        3/20/20      $ 348  

Goldman Sachs International

 

  

iBoxx EUR Liquid High Yield Index

    
3 Month
EURIBOR
 
 
     Quarterly      EUR 460        3/20/20        764  

JPMorgan Chase Bank, NA

              

iBoxx USD Contingent Convertible Liquid Developed Market AT1

    
3 Month
LIBOR
 
 
     Quarterly      USD  581        3/20/20        (2,320
              

 

 

 
               $     (1,208
              

 

 

 
**

Principal amount less than 500.

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2019, the aggregate market value of these securities amounted to $19,380,614 or 48.2% of net assets.

 

(b)

Defaulted.

 

(c)

Illiquid security.

 

(d)

Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at December 31, 2019.

 

(e)

Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(f)

Non-income producing security.

 

(g)

Fair valued by the Adviser.

 

(h)

Defaulted matured security.

 

(i)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.40% of net assets as of December 31, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted &
Illiquid Securities

   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

Exide International Holdings LP(Superpriority Lien)
10.75%, 10/31/21

     6/18/19      $ 35,020      $ 37,230        0.09

Exide Technologies(Exchange Priority)
11.00%, 10/31/24

     5/23/17            36,530            33,161        0.08

Exide Technologies(First Lien)
11.00%, 10/31/24

     5/23/17        10,572        10,051        0.03

K2016470219 South Africa Ltd.
3.00%, 12/31/22

     3/13/15        16,183        38        0.00

K2016470260 South Africa Ltd.
25.00%, 12/31/22

     12/22/16        6,424        5        0.00

Magnetation LLC/Mag Finance Corp.
11.00%, 5/15/18

     2/19/15        36,767        1        0.00

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    53


 

PORTFOLIO OF INVESTMENTS (continued)

 

144A/Restricted &
Illiquid Securities

   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

Terraform Global Operating LLC
6.125%, 3/01/26

     2/08/18      $ 78,736      $ 80,070        0.20

Tonon Luxembourg SA
6.50%, 10/31/24

     1/16/13        5,120        63        0.00

Virgolino de Oliveira Finance SA
10.50%, 1/28/18

     2/13/13        96,161        3,256        0.00

 

(j)

Pays 10.75% cash or up to 4.5% PIK & remaining in cash.

 

(k)

Convertible security.

 

(l)

Restricted and illiquid security.

 

Restricted &
Illiquid Securities
   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

CHC Group LLC

     3/10/17      $ 62,260      $ 305        0.00

CHC Group LLC/CHC Finance Ltd. Series AI
Zero Coupon, 10/01/20

     3/10/17            58,951        13,034        0.03

 

(m)

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

 

(n)

The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at December 31, 2019.

 

(o)

This position or a portion of this position represents an unsettled loan purchase. The coupon rate will be determined at the time of settlement and will be based upon the London-Interbank Offered Rate (“LIBOR”) plus a premium which was determined at the time of purchase.

 

(p)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at December 31, 2019.

 

(q)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

 

(r)

Affiliated investments.

 

(s)

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

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

MXN – Mexican Peso

RUB – Russian Ruble

USD – United States Dollar

ZAR – South African Rand

Glossary:

ABS – Asset-Backed Securities

CBT – Chicago Board of Trade

CDX-CMBX.NA – North American Commercial Mortgage-Backed Index

CDX-NAHY – North American High Yield Credit Default Swap Index

CMBS – Commercial Mortgage-Backed Securities

ETF – Exchange Traded Fund

 

54    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

EURIBOR – Euro Interbank Offered Rate

LIBOR – London Interbank Offered Rates

MSCI – Morgan Stanley Capital International

OAT – Obligations Assimilables du Trésor

REIT – Real Estate Investment Trust

See notes to financial statements.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    55


 

STATEMENT OF ASSETS & LIABILITIES

December 31, 2019

 

Assets  

Investments in securities, at value
Unaffiliated issuers (cost $36,789,310)

  $ 37,433,044  

Affiliated issuers (cost $2,550,584)

    2,550,584  

Cash collateral due from broker

    170,404  

Foreign currencies, at value (cost $36,347)

    37,362  

Unaffiliated dividends and interest receivable

    527,992  

Receivable for capital stock sold

    168,598  

Market value of credit default swaps (net premiums paid $55,684)

    57,854  

Receivable from Adviser

    34,943  

Receivable for investment securities sold

    19,064  

Unrealized appreciation on forward currency exchange contracts

    6,308  

Receivable for terminated total return swaps

    5,809  

Affiliated dividends receivable

    3,473  

Receivable for newly entered total return swaps

    3,160  

Receivable for variation margin on centrally cleared swaps

    1,321  

Unrealized appreciation on total return swaps

    1,112  
 

 

 

 

Total assets

    41,021,028  
 

 

 

 
Liabilities  

Dividends payable

    242,858  

Payable for investment securities purchased

    141,829  

Audit and tax fee payable

    132,208  

Unrealized depreciation on forward currency exchange contracts

    52,680  

Payable for capital stock redeemed

    47,377  

Market value of credit default swaps (net premiums received $63,607)

    46,770  

Due to Custodian

    10,278  

Unrealized depreciation on total return swaps

    2,320  

Payable for variation margin on centrally cleared swaps

    1,645  

Payable for variation margin on futures

    1,539  

Transfer Agent fee payable

    1,437  

Payable for newly entered total return swaps

    786  

Accrued expenses and other liabilities

    121,437  
 

 

 

 

Total liabilities

    803,164  
 

 

 

 

Net Assets

  $ 40,217,864  
 

 

 

 
Composition of Net Assets  

Capital stock, at par

  $ 4,175  

Additional paid-in capital

    49,597,173  

Accumulated loss

    (9,383,484
 

 

 

 
  $     40,217,864  
 

 

 

 

Net Asset Value Per Share—33 billion shares of capital stock authorized, $.001 par value

 

Class   Net Assets        Shares
Outstanding
       Net Asset
Value
 

 

 
Advisor   $   40,217,864          4,174,589        $   9.63  

 

 

See notes to financial statements.

 

56    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

STATEMENT OF OPERATIONS

Year Ended December 31, 2019

 

Investment Income     

Interest (net of foreign taxes withheld of $483)

   $     2,037,443    

Dividends

    

Affiliated issuers

     49,110    

Unaffiliated issuers

     11,887     $ 2,098,440  
  

 

 

   
Expenses     

Advisory fee (see Note B)

     73,113    

Transfer agency—Advisor Class

     40,084    

Audit and tax

     138,711    

Custodian

     108,718    

Administrative

     79,084    

Printing

     56,366    

Legal

     41,843    

Registration fees

     36,631    

Directors’ fees

     22,927    

Miscellaneous

     76,387    
  

 

 

   

Total expenses

     673,864    

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

     (566,432  
  

 

 

   

Net expenses

       107,432  
    

 

 

 

Net investment income

       1,991,008  
    

 

 

 
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions     

Net realized gain (loss) on:

    

Investment transactions

       (737,803 )(a) 

Forward currency exchange contracts

       113,021  

Futures

       103,282  

Options written

       972  

Swaps

       293,158  

Swaptions written

       10,155  

Foreign currency transactions

       (16,687

Net change in unrealized appreciation/depreciation on:

    

Investments

       3,171,765  

Forward currency exchange contracts

       (70,196

Futures

       (51,921

Swaps

       68,307  

Swaptions written

       (3,363

Foreign currency denominated assets and liabilities

       817  
    

 

 

 

Net gain on investment and foreign currency transactions

       2,881,507  
    

 

 

 

Net Increase in Net Assets from Operations

     $     4,872,515  
    

 

 

 

 

(a)

Net of foreign capital gains taxes of $2,799.

See notes to financial statements.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    57


 

STATEMENT OF CHANGES IN NET ASSETS

 

    Year Ended
December 31,
2019
    For the Period
November 1, 2018  to
December 31, 2018(a)
    Year Ended
October 31,
2018
 
Increase (Decrease) in Net Assets from Operations      

Net investment income

  $ 1,991,008     $ 327,245     $ 1,612,839  

Net realized gain (loss) on investment and foreign currency transactions

    (233,902     (141,568     337,864  

Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities

    3,115,409       (1,414,121     (1,523,663

Contributions from Affiliates (see Note B)

    – 0  –      – 0  –      2,881  
 

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

    4,872,515       (1,228,444     429,921  
Distributions to Shareholders      

Class A

    – 0  –      – 0  –      (68,765

Class C

    – 0  –      – 0  –      (13,824

Advisor Class

    (2,205,237     (485,472     (1,180,041

Class R

    – 0  –      – 0  –      (606

Class K

    – 0  –      – 0  –      (137

Class I

    – 0  –      – 0  –      (292,713

Class Z

    – 0  –      – 0  –      (9,658
Capital Stock Transactions      

Net increase (decrease)

    7,041,926       (1,767,552     6,740,423  
 

 

 

   

 

 

   

 

 

 

Total increase (decrease)

    9,709,204       (3,481,468     5,604,600  
Net Assets      

Beginning of period

    30,508,660       33,990,128       28,385,528  
 

 

 

   

 

 

   

 

 

 

End of period

  $     40,217,864     $     30,508,660     $     33,990,128  
 

 

 

   

 

 

   

 

 

 

 

(a)

The Fund changed its fiscal year end from October 31 to December 31.

See notes to financial statements.

 

58    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS

December 31, 2019

 

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 10 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB FlexFee High Yield Portfolio (the “Fund”), a diversified portfolio. On February 26, 2018, the Fund’s name was changed from the AB High Yield Portfolio to the AB FlexFee High Yield Portfolio. At a meeting held on October 31, 2017 to November 2, 2017, the Fund’s Board of Directors (the “Board”) approved the conversion of Class A, Class C, Class R, Class I and Class Z shares of the Fund to Advisor Class shares of the Fund on a relative net assets basis. The conversion was effective on February 26, 2018. The Fund acquired the assets and liabilities of AB High-Yield Portfolio, a series of AB Pooling Portfolios (the “Accounting Survivor”), in a reorganization that was effective at the close of business July 26, 2016 (the “Reorganization”). Upon completion of the Reorganization, the Class Z shares of the Fund assumed the performance, financial and other historical accounting information of the Accounting Survivor, including the adoption of the Accounting Survivor’s fiscal year end of August 31. As such, the financial statements and the financial highlights reflect the financial information of the Accounting Survivor through July 26, 2016. The fiscal year end of the Fund was subsequently changed to October 31 in 2016. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares. Class B, Class T, Class 1 and Class 2 shares have not been issued, and no shares of Class A, Class C, Class R, Class K, Class I or Class Z were outstanding as of December 31, 2019. Advisor class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

1. Security Valuation

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

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

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Bank loan prices are provided by third party pricing services and consist of a composite of the quotes received by the vendor into a consensus price. Certain bank loans are classified as Level 3, as a significant input used in the fair value measurement of these instruments is the market quotes that are received by the vendor and these inputs are not observable.

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of December 31, 2019:

 

Investments in
Securities

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Non-Investment Grade

  $ – 0  –    $   28,291,198     $ 87,446   $   28,378,644  

Corporates – Investment Grade

    – 0  –      4,581,731       – 0  –      4,581,731  

Bank Loans

    – 0  –      1,870,127         405,559       2,275,686  

Common Stocks

      339,804       62,571       91,942     494,317  

Governments – Treasuries

    – 0  –      466,065       – 0  –      466,065  

Emerging Markets – Corporate Bonds

    – 0  –      421,855       63     421,918  

Asset-Backed Securities

    – 0  –      248,666       – 0  –      248,666  

Collateralized Mortgage Obligations

    – 0  –      213,026       – 0  –      213,026  

Emerging Markets – Treasuries

    – 0  –      111,654       – 0  –      111,654  

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Investments in
Securities

  Level 1     Level 2     Level 3     Total  

Local Governments – US Municipal Bonds

  $ – 0  –    $ 96,407     $ – 0  –    $ 96,407  

Commercial Mortgage-Backed Securities

    – 0  –      69,237       – 0  –      69,237  

Investment Companies

    23,933       – 0  –      – 0  –      23,933  

Preferred Stocks

    22,189       – 0  –      – 0  –      22,189  

Quasi-Sovereigns

    – 0  –      19,332       – 0  –      19,332  

Warrants

    2,070     – 0  –      4,806     6,876  

Rights

    – 0  –      – 0  –      3,363       3,363  

Short-Term Investments:

       

Investment Companies

    2,550,584       – 0  –      – 0  –      2,550,584  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    2,938,580       36,451,869       593,179       39,983,628  

Other Financial Instruments*:

       

Assets

       

Futures

    3,984       – 0  –      – 0  –       3,984  

Forward Currency Exchange Contracts

    – 0  –      6,308       – 0  –      6,308  

Centrally Cleared Credit Default Swaps

    – 0  –      207,126       – 0  –       207,126  

Centrally Cleared Interest Rate Swaps

    – 0  –      242,947       – 0  –       242,947  

Credit Default Swaps

    – 0  –      57,854       – 0  –      57,854  

Total Return Swaps

    – 0  –      1,112       – 0  –      1,112  

Liabilities

       

Futures

    (18,430     – 0  –      – 0  –       (18,430 ) 

Forward Currency Exchange Contracts

    – 0  –      (52,680     – 0  –      (52,680

Centrally Cleared Credit Default Swaps

    – 0  –      (794     – 0  –       (794 ) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (200,066     – 0  –       (200,066 ) 

Credit Default Swaps

    – 0  –      (46,770     – 0  –      (46,770

Total Return Swaps

    – 0  –      (2,320     – 0  –      (2,320
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   2,924,134     $   36,664,586     $   593,179     $   40,181,899  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

#

The Fund held securities with zero market value at period end.

 

*

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

 

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Corporates  -
Non-Investment
Grade#
    Bank Loans     Common
Stocks#
    Emerging
Markets -
Corporate
Bonds#
 

Balance as of 12/31/18

  $ 162,770     $ 327,150     $ 65,546     $ 16,117  

Accrued discounts/(premiums)

    303       195       – 0 –      691  

Realized gain (loss)

    (66,062     44       12       39  

Change in unrealized appreciation/depreciation

    181,153       7,117       (93,468     (5,870

Purchases/Payups

    86,257         285,612         165,184       5,335  

Sales/Paydowns

      (255,633     (13,367     (45,362       (8,993

Transfers into level 3

    – 0  –      – 0 –      30       – 0 – 

Transfers out of level 3

    (21,342     (201,192     – 0 –      (7,256
 

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of 12/31/19

  $ 87,446     $ 405,559     $ 91,942     $ 63  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/19**

  $ (1,681   $ 7,117     $ (117,499   $ (5,057
     Asset-Backed
Securities
    Commercial
Mortgage-
Backed
Securities
    Preferred
Stocks#
    Warrants#  

Balance as of 12/31/18

  $ 250,428     $ 66,666     $ – 0 –    $ 921  

Accrued discounts/(premiums)

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

Realized gain (loss)

    – 0 –      – 0 –      735       – 0 – 

Change in unrealized appreciation/depreciation

    – 0 –      – 0 –      – 0 –        2,960  

Purchases/Payups

    – 0 –      – 0 –      – 0 –      925  

Sales/Paydowns

    – 0 –      – 0 –      (735     – 0 – 

Transfers into level 3

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

Transfers out of level 3

      (250,428       (66,666     – 0 –      – 0 – 
 

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of 12/31/19

  $ – 0 –    $ – 0 –    $ – 0 –    $ 4,806  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/19**

  $ – 0  –    $ – 0  –    $ – 0  –    $ 2,960  

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

     Rights     Total                                            

Balance as of 12/31/18

  $ 2,444     $ 892,042      

Accrued discounts/(premiums)

    – 0 –      1,189      

Realized gain (loss)

    – 0 –      (65,232    

Change in unrealized appreciation/ depreciation

    919       92,811      

Purchases/Payups

    – 0 –      543,313      

Sales/Paydowns

    – 0 –      (324,090    

Transfers into level 3

    – 0 –      30      

Transfers out of level 3

    – 0 –      (546,884    
 

 

 

   

 

 

     

Balance as of 12/31/19

  $     3,363     $     593,179    
 

 

 

   

 

 

     

Net change in unrealized appreciation/depreciation from investments held as of 12/31/19**

  $ 919     $ (113,241    
 

 

 

   

 

 

     

 

#

The Fund held securities with zero market value that were sold/expired/written off during the reporting period.

 

**

The unrealized appreciation/(depreciation) is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

 

+

Amounts of $21,342, $201,192, $7,256, $250,428 and $66,666 for Corporates—Non-Investment Grade, Bank Loans, Emerging Markets—Corporate Bonds, Asset-Backed Securities and Commercial Mortgage-Backed Securities, respectively, were transferred out of Level 3 into Level 2 as improved transparency of price inputs received from pricing vendors has increased the observability during the reporting period.

The following presents information about significant unobservable inputs related to the Fund’s Level 3 investments at December 31, 2019. Securities priced (i) by third party vendors or (ii) by brokers, are excluded from the following table.

Quantitative Information about Level 3 Fair Value Measurements

 

     Fair
Value at
12/31/19
    Valuation
Technique
  Unobservable
Input
  Input

Corporates – Non-Investment Grade

 

$

37,230

 

 

Discounted
Cash Flow

 

Discount Rate on Future
Cash Flows

 

11.92%

  $ 33,161     Discounted
Cash Flow
  Discount Rate on Future
Cash Flows
  14.53%
  $ 10,051     Discounted
Cash Flow
  Discount Rate on Future
Cash Flows
  17.03%
  $ 7,003     Recovery
Analysis
  Collateral Value   $100.00
  $ 1     Qualitative
Assessment
    $0.00
 

 

 

       
  $   87,446        
 

 

 

       

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

     Fair
Value at
12/31/19
    Valuation
Technique
  Unobservable
Input
  Input

Common Stocks

  $ 11,605     Market
Approach
  Enterprise
Value
  $920.2mm
  $ 6,472     Market
Approach
  Projected
Enterprise
Value
  $911.1mm
  $ 6,163     Recovery
Analysis
  Issuer’s
Exchange
Ratio
  2.86767782
  $ 5,646     Market
Approach
  EBITDA*
Projection
  $44.6mm
      EBITDA*
Multiples
  3.7X
  $ 2,004     Market
Approach
  10% Haircut
to Last
Traded Price
  $7.65
  $ 673     Market
Approach
  EBITDA*
Projection
  $84mm
      EBITDA*
Multiples
  4.4X
  $ – 0 –    Qualitative
Assessment
    $0.00
 

 

 

       
  $   32,563        
 

 

 

       

Warrants.

  $ 4,806     Option Pricing
Model
  Exercise Price   $6.11
  $ – 0 –    Qualitative
Assessment
    $0.00
 

 

 

       
  $ 4,806        
 

 

 

       

 

*

Earnings Before Interest, Taxes, Depreciation and Amortization.

Generally, a change in the assumptions used in any input in isolation may be accompanied by a change in another input. Significant changes in any of the unobservable inputs may significantly impact the fair value measurement. A significant increase (decrease) in Enterprise Value, Projected Enterprise Value, Exercise Price, Last Traded Price, Collateral Value, EBITDA projections and EBITDA Multiple in insolation would be expected to result in a significant higher (lower) fair value measurement. A significant increase (decrease) in Discount Rate on Future Cash Flows and Issuer’s Exchange Ratio in isolation would be expected to result in a significant lower (higher) fair value measurement.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

were acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Expense Allocations

Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

7. Dividends and Distributions

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

8. Change of Fiscal Year End

In 2018, the Fund changed its fiscal year end from October 31 to December 31. Accordingly, the statement of changes in net assets and financial highlights reflect a two-month fiscal period from November 1, 2018 to December 31, 2018.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Effective February 26, 2018, under an amended investment advisory agreement, the Fund calculates and accrues daily a base fee, at an annualized rate of .40% of the Fund’s average daily net assets (“Base Fee”). The advisory fee is increased or decreased from the Base Fee by a performance adjustment (“Performance Adjustment”) that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund (“Measuring Class”) exceeds, or is exceeded by, the performance of the Markit iBoxx USD Liquid High Yield Index (“Index”) plus .75% (“Index Hurdle”) over the Performance Period (as defined below). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts .002667% of the Fund’s average daily net assets for each .01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- .20% (“Maximum Performance Adjustment”) of the Fund’s average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by .75% or more for the Performance Period. On a monthly basis, the Fund will pay the Adviser the minimum fee rate of .20% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month. At the end of the Performance Period, the Fund will pay to the Adviser the total advisory fee, less the amount of any minimum fees paid during the Performance Period and any waivers described below. The period over which performance is measured (“Performance Period”) was initially from February 26, 2018 to December 31, 2019 and thereafter is each 12-month period beginning on the first day in the month of January

 

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through December 31 of the same year. In addition, the Adviser has agreed to waive its advisory fee by limiting the Fund’s accrual of the advisory fee (Base Fee plus Performance Adjustment) on any day to the amount corresponding to the maximum fee rate multiplied by the Fund’s current net assets if such amount is less than the amount that would have been accrued based on the Fund’s average daily net assets for the Performance Period. For the year ended December 31, 2019, the Fund accrued advisory fees of $73,113, as reflected in the statement of operations, at an annual effective rate (excluding the impact from any expense waivers in effect) of .20% of the Fund’s average net assets, which reflected a (.20)% Performance Adjustment of $(73,113). For the Performance Period from February 26, 2018 to December 31, 2019, the Fund accrued advisory fees of $129,842, at an annual effective rate (excluding the impact from any expense waivers in effect) of .20% of the Fund’s average net assets, which reflected a (.20)% Performance Adjustment of $(129,857). Prior to February 26, 2018, under the terms of the investment advisory agreement, the Fund paid the Adviser an advisory fee at an annual rate of .55% of first $2.5 billion, .50% of the next $2.5 billion and .45% in excess of $5 billion, of the Fund’s average daily net assets. The fee was accrued daily and paid monthly.

The Adviser has contractually agreed to waive its fees and bear certain expenses to the extent necessary to limit total expenses (excluding advisory fees, acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs), on an annual basis from exceeding .10% of average daily net assets (the “Expense Cap”). For the year ended December 31, 2019, such reimbursements/waivers amounted to $484,978. The Expense Cap will remain in effect until April 30, 2020 and then may be continued thereafter from year to year by the Adviser. Prior to February 26, 2018, the Adviser agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs), on an annual basis to .95%, 1.70%, .70%, 1.20%, .95%, .70% and .70% of daily average net assets for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. Any fees waived and expenses borne by the Adviser between February 26, 2018 and December 31, 2019 are subject to repayment by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne; such waivers that are subject to repayment amount to $450,749 for the period ended October 31, 2018, $157,175 for the period ended December 31, 2018 and $484,978 for the year ended December 31,

 

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2019. In any case, no repayment will be made that would cause the Fund’s total annual expenses (subject to the exclusions set forth above) to exceed .10% of average daily net assets.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended December 31, 2019, the Adviser voluntarily agreed to waive such fees in the amount of $79,084.

The Fund 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 Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $18,843 for the year ended December 31, 2019.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended December 31, 2019, such waiver amounted to $2,370.

A summary of the Fund’s transactions in AB mutual funds for the year ended December 31, 2019 is as follows:

 

Fund

  Market Value
12/31/18
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
12/31/19
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     87     $     21,227     $     18,763     $     2,551     $     49  

During the year ended October 31, 2018, the Adviser reimbursed the Fund $2,881 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale

 

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of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns 10.1% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

The latest transaction under the Plan, which occurred on November 13, 2019, resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and was deemed an “assignment” causing a termination of the Fund’s investment advisory agreement. In order to ensure that investment advisory services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved a new investment advisory agreement with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. This agreement became effective on November 13, 2019.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2019, were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $     18,395,569     $     13,240,697  

U.S. government securities

     – 0  –      – 0 – 

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

 

Cost

   $     39,380,814  
  

 

 

 

Gross unrealized appreciation

   $ 2,074,664  

Gross unrealized depreciation

     (1,459,013
  

 

 

 

Net unrealized appreciation

   $ 615,651  
  

 

 

 

 

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1. Derivative Financial Instruments

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

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

 

   

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2019, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is

 

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shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the year ended December 31, 2019, the Fund held futures for hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Fund may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Fund may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the

 

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exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

The Fund may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on futures date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties. The fund’s maximum payment for written put swaptions equates to the notional amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the year ended December 31, 2019, the Fund held purchased options for hedging and non-hedging purposes.

 

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During the year ended December 31, 2019, the Fund held written options for hedging and non-hedging purposes.

During the year ended December 31, 2019, the Fund held purchased swaptions for non-hedging purposes.

During the year ended December 31, 2019, the Fund held written swaptions for non-hedging purposes.

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized

 

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gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

 

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the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended December 31, 2019, the Fund held interest rate swaps for hedging purposes.

Credit Default Swaps:

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

Credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

 

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

During the year ended December 31, 2019, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the year ended December 31, 2019, the Fund held total return swaps for non-hedging purposes.

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

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of

 

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the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the year ended December 31, 2019, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

 

Receivable/Payable for variation margin on futures

 

$

2,288

 

Receivable/Payable for variation margin on futures

 

$

18,430

Interest rate contracts

 

Receivable/Payable for variation margin on centrally cleared swaps

 

 

    219,386

 

Receivable/Payable for variation margin on centrally cleared swaps

 

 

    230,158

Foreign currency contracts

 

Unrealized appreciation on forward currency exchange contracts

 

 

6,308

 

 

Unrealized depreciation on forward currency exchange contracts

 

 

52,680

 

Credit contracts

 

Market value of

credit default

swaps

    57,854    

Market value of

credit default

swaps

    46,770  

Credit contracts

  Unrealized appreciation on total return swaps     1,112     Unrealized depreciation on total return swaps     2,320  

Credit contracts

  Receivable for variation margin on centrally cleared swaps     53,158  

Payable for

variation margin on centrally cleared swaps

    485

Equity contracts

  Receivable/Payable for variation margin on futures     1,696    
   

 

 

     

 

 

 

Total

    $     341,802       $     350,843  
   

 

 

     

 

 

 

 

*

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

 

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Derivative Type

 

Location of Gain or
(Loss) on Derivatives
Within Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain/(loss) on futures; Net change in unrealized appreciation/depreciation on futures   $ 95,139     $ (59,149

Interest rate contracts

  Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps     18,978       (42,523

Foreign currency contracts

  Net realized gain/(loss) on Forward currency exchange contracts; Net change in unrealized appreciation/ depreciation on forward currency exchange contracts         113,021       (70,196

Credit contracts

  Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investments     (889     2,989  

Credit contracts

  Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps     274,180           110,830  

Credit Contracts

  Net realized gain/(loss) on swaptions written; Net change in unrealized appreciation/depreciation on swaptions written     10,155       (3,363

Equity contracts

  Net realized gain/(loss) on futures; Net change in unrealized appreciation/ depreciation on futures     8,143       7,228  

Equity contracts

  Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investments     (3,003     – 0  – 

 

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Derivative Type

 

Location of Gain or
(Loss) on Derivatives
Within Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Equity contracts

  Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation on options written   $ 972     $ – 0  – 
   

 

 

   

 

 

 

Total

    $   516,696     $   (54,184
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended December 31, 2019.

 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 205,917  

Average notional amount of sale contracts

   $ 1,783,552  

Centrally Cleared Interest Rate Swaps

  

Average notional amount

   $     13,207,000  

Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 557,786  

Average notional amount of sale contracts

   $ 867,020  

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 416,536  

Average principal amount of sale contracts

   $ 2,764,769  

Futures:

  

Average notional amount of buy contracts

   $ 2,073,240  

Average notional amount of sale contracts

   $ 622,004  

Total Return Swaps:

  

Average notional amount

   $ 1,552,193  

Options Written:

  

Average notional amount

   $ 255,000 (a) 

Purchased Options:

  

Average notional amount

   $ 232,500 (a) 

Purchased Swaptions:

  

Average notional amount

   $ 1,493,000 (b) 

Swaptions Written:

  

Average notional amount

   $ 1,493,000 (b) 

 

(a)

Positions were open for three months during the reporting period.

 

(b)

Positions were open for one month during the reporting period.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/

 

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pledged by the Fund as of December 31, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the tables.

 

Counterparty

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

BNP Paribas SA

  $ 10,452     $ – 0  –    $ – 0  –    $ – 0  –    $ 10,452  

Brown Brothers Harriman & Co.

    4,691       (4,691     – 0  –      – 0  –      – 0  – 

Citibank, NA.

    1,777       (1,643     – 0  –      – 0  –      134  

Credit Suisse International

    33,479       (11,012     – 0  –      – 0  –      22,467  

Deutsche Bank AG

    188       (188     – 0  –      – 0  –      – 0  – 

Goldman Sachs International

    14,687       (14,687     – 0  –      – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     65,274     $     (32,221   $     – 0  –    $     – 0  –    $     33,053
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

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

Bank of America, NA.

  $ 2,169     $ – 0  –    $ –0 –     $ – 0  –    $ 2,169  

Brown Brothers Harriman & Co.

    14,469       (4,691     – 0 –       – 0  –      9,778  

Citibank, NA.

    1,643       (1,643     – 0 –       – 0  –      – 0  – 

Credit Suisse International

    11,012       (11,012     – 0 –       – 0  –      – 0  – 

Deutsche Bank AG

    20,876       (188     – 0 –       – 0  –      20,688  

Goldman Sachs International

    19,185       (14,687     – 0 –       – 0  –      4,498  

JPMorgan Chase Bank, NA.

    2,320       – 0  –      – 0 –       – 0  –      2,320  

Royal Bank of Scotland PLC.

    30,096       – 0  –      – 0 –       – 0  –      30,096  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     101,770     $     (32,221   $     – 0 –     $     – 0  –    $     69,549
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Loan Participations and Assignments

The Fund may invest in direct debt instruments which are interests in amounts owed to lenders or lending syndicates by corporate, governmental, or other borrowers, either in the form of participations at the time the loan is originated (“Participations”) or by buying an interest in the loan in the secondary market from a financial institution or institutional investor (“Assignments”). A loan is often administered by a bank or other financial institution (the “Lender”) that acts as agent for all holders. The agent administers the terms of the loan as specified in the loan agreement. When investing in Participations, the Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. In addition, when investing in Participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender and only upon receipt of payments by the Lender from the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the Lender. When the Fund purchases Assignments from Lenders, it will typically acquire direct rights against the borrower on the loan. These loans may include participations in “bridge loans”, which are loans taken out by borrowers for a short period (typically less than six months) pending arrangement of more permanent financing through, for example, the issuance of bonds, frequently high-yield bonds issued for the purpose of acquisitions. The Fund may also participate in unfunded loan commitments, which are contractual obligations for investing in future Participations, and may receive a commitment fee based on the amount of the commitment. Under these arrangements, the Fund may receive a fixed rate commitment fee and, if and to the extent the borrower borrows under the facility, the Fund may receive an additional funding fee.

Unfunded loan commitments and funded loans are marked to market daily.

As of December 31, 2019, the Fund had the following unfunded loan commitment which could be extended at the option of borrower pursuant to the respective loan agreement. The unrealized appreciation on such loan was $50.

 

Borrower

   Unfunded Loan
Participation  Commitment
     Funded  

Motion Acquisition Limited
Facility B2 (USD)

   $ 3,890      $     – 0  – 

As of December 31, 2019, the Fund had no bridge loan commitments outstanding.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended December 31, 2019, the Fund received no commitment fees.

During the year ended December 31, 2019, the Fund received no additional funding fees.

NOTE D

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

               
    Shares           Amount        
    Year Ended
December 31,
2019
   

November 1,
2018 to
December 31,

2018(a)

   

Year Ended
October 31,

2018

          Year Ended
December 31,
2019
   

November 1,

2018 to
December 31,

2018(a)

   

Year Ended
October 31,

2018

       
 

 

 

   
Class A*                

Shares sold

    – 0  –      – 0  –      80,300       $ – 0  –    $ – 0  –    $ 773,372    

 

   

Shares issued in reinvestment of dividends

    – 0  –      – 0  –      4,572         – 0  –      – 0  –      44,190    

 

   

Shares converted to Advisor Class

    – 0  –      – 0  –      (327,609       – 0  –      – 0  –      (3,130,897  

 

   

Shares redeemed

    – 0  –      – 0  –      (287,805       – 0  –      – 0  –      (2,784,633  

 

   

Net decrease

    – 0  –      – 0  –      (530,542     $ – 0  –    $ – 0  –    $     (5,097,968)    

 

   
               
Class C*                

Shares sold

    – 0  –      – 0  –      8,025       $ – 0  –    $ – 0  –    $ 77,391    

 

   

Shares issued in reinvestment of dividends

    – 0  –      – 0  –      134         – 0  –      – 0  –      1,301    

 

   

Shares converted to Advisor Class

    – 0  –      – 0  –      (101,817       – 0  –      – 0  –      (973,623  

 

   

Shares redeemed

    – 0  –      – 0  –      (10,994       – 0  –      – 0  –      (105,962  

 

   

Net decrease

    – 0  –      – 0  –      (104,652     $ – 0  –    $   – 0  –    $ (1,000,893  

 

   
               
Advisor Class

 

             

Shares sold

    1,524,045       371,197       2,150,314       $ 14,445,357     $ 3,479,652     $ 20,535,226    

 

   

Shares converted from:

               

Class A

    – 0  –      – 0  –      327,383         – 0  –      – 0  –      3,130,897    

Class C

    – 0  –      – 0  –      101,807         – 0  –      – 0  –      973,623    

Class R

    – 0  –      – 0  –      4,192         – 0  –      – 0  –      40,092    

Class I

    – 0  –      – 0  –      1,800,976         – 0  –      – 0  –      17,223,455    

Class Z

    – 0  –      – 0  –      43,624         – 0  –      – 0  –      417,196    

 

   

Shares issued in reinvestment of dividends

    88,873       20,649       37,893         846,590       184,654       360,732    

 

   

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

               
    Shares           Amount        
    Year Ended
December 31,
2019
   

November 1,
2018 to
December 31,

2018(a)

   

Year Ended
October 31,

2018

          Year Ended
December 31,
2019
   

November 1,

2018 to
December 31,

2018(a)

   

Year Ended
October 31,

2018

       

Shares redeemed

    (867,925     (592,586     (1,266,839     $ (8,250,021   $ (5,431,858   $ (12,085,551  

 

   

Net increase (decrease)

    744,993       (200,740     3,199,350       $ 7,041,926     $ (1,767,552   $ 30,595,670    

 

   
               
Class R*                

Shares sold

    – 0  –      – 0  –      689       $ – 0  –    $ – 0  –    $ 6,677    

 

   

Shares issued in reinvestment of dividends

    – 0  –      – 0  –      37         – 0  –      – 0  –      356    

 

   

Shares converted to Advisor Class

    – 0  –      – 0  –      (4,194       – 0  –      – 0  –      (40,092  

 

   

Shares redeemed

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

 

   

Net decrease

    – 0  –      – 0  –      (3,468     $ – 0  –    $ – 0  –    $ (33,059  

 

   
               
Class K                

Shares sold

    – 0  –      – 0  –      – 0  –      $ – 0  –    $ – 0  –    $ – 0  –   

 

   

Shares redeemed

    – 0  –      – 0  –      (1,002       – 0  –      – 0  –      (9,526  

 

   

Net decrease

    – 0  –      – 0  –      (1,002     $ – 0  –    $ – 0  –    $ (9,526  

 

   
               
Class I*                

Shares sold

    – 0  –      – 0  –      17,953       $ – 0  –    $ – 0  –    $ 174,977    

 

   

Shares issued in reinvestment of dividends

    – 0  –      – 0  –      121         – 0  –      – 0  –      1,168    

 

   

Shares converted to Advisor Class

    – 0  –      – 0  –      (1,801,240       – 0  –      – 0  –      (17,223,455  

 

   

Shares redeemed

    – 0  –      – 0  –      (18,194       – 0  –      – 0  –      (176,546  

 

   

Net decrease

    – 0  –      – 0  –      (1,801,360     $ – 0  –    $ – 0  –    $   (17,223,856  

 

   
               
Class Z*                

Shares sold

    – 0  –      – 0  –      23,116       $ – 0  –    $ – 0  –    $ 223,599    

 

   

Shares issued in reinvestment of dividends

    – 0  –      – 0  –      737         – 0  –      – 0  –      7,117    

 

   

Shares converted to Advisor Class

    – 0  –      – 0  –      (43,670       – 0  –      – 0  –      (417,196  

 

   

Shares redeemed

    – 0  –      – 0  –      (31,611       – 0  –      – 0  –      (303,465  

 

   

Net decrease

    – 0  –      – 0  –      (51,428     $ – 0  –    $ – 0  –    $ (489,945)    

 

   

 

(a)

The Fund changed its fiscal year end from October 31 to December 31.

 

*

Converted to Advisor Class on February 26, 2018.

 

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At December 31, 2019, the Adviser owned 43% of the Fund’s outstanding shares. Significant transactions by such shareholder, if any, may impact the Fund’s performance.

NOTE E

Risks Involved in Investing in the Fund

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

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

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

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

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult

 

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to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments in fixed-income securities denominated in foreign currencies or reduce its returns.

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Over recent years illiquid investments risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally decline.

 

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LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting a the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended December 31, 2019.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal year ended December 31, 2019, period ended December 31, 2018 and year ended October 31, 2018 were as follows:

 

     December
2019
     December
2018
     October
2018
 

Distributions paid from:

        

Ordinary income

   $ 2,205,237      $ 485,472      $ 1,565,744  
  

 

 

    

 

 

    

 

 

 

Total taxable distributions paid

   $     2,205,237      $     485,472      $     1,565,744  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 64,076  

Accumulated capital and other losses

     (9,989,755 )(a) 

Unrealized appreciation/(depreciation)

     616,346 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     (9,309,333 )(c) 
  

 

 

 

 

(a)

As of December 31, 2019, the Fund had a net capital loss carryforward of $9,989,755.

 

(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of callable bonds, the tax treatment of swaps, the tax deferral of losses on wash sales, and the tax treatment of partnership investments.

 

(c)

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2019, the Fund had a net short-term capital loss carryforward of $5,673,049 and a net long-term capital loss carryforward of $4,316,706, which may be carried forward for an indefinite period.

During the current fiscal year, permanent differences primarily due to the tax treatment of grantor trusts resulted in a net increase in accumulated loss and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE H

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables – Nonrefundable

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Fund has adopted ASU 2017-08, which did not have a material impact on the Fund’s financial position or the results of its operations, and had no impact on the Fund’s net assets.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

  Advisor Class  
    Year Ended
December 31,
2019
    November 1,
2018 to
December 31,
2018(a)
    Year Ended October 31,     September 1,
2016 to
October 31,
2016(b)
    July 26,
2016(c) to
August 31,
2016
 
    2018     2017  
 

 

 

 

Net asset value, beginning of period

    $  8.90       $  9.36       $  9.71       $  9.46       $  9.44       $  9.36  
 

 

 

 

Income From Investment Operations

           

Net investment income(d)(e)

    .52       .09       .50       .49       .08 #      .05  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .77       (.41     (.37     .24       .01        .08  

Contributions from Affiliates

    – 0  –      – 0  –      .00 (f)      .00 (f)      – 0  –      – 0  – 
 

 

 

 

Net increase in net asset value from operations

    1.29       (.32     .13       .73       .09       .13  
 

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    (.56     (.14     (.48     (.43     (.07     (.05

Return of capital

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

 

 

 

Total dividends and distributions

    (.56     (.14     (.48     (.48     (.07     (.05
 

 

 

 

Net asset value, end of period

    $  9.63       $  8.90       $  9.36       $  9.71       $  9.46       $  9.44  
 

 

 

 

Total Return

           

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

    14.77  %+      (3.45 ) %      1.32  %**      7.89  %+      .94  %+#      1.35  % 

Ratios/Supplemental Data

           

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

    $40,218       $30,509       $33,990       $4,185       $2,733       $2,063  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(i)

    .29  %++      .29  %^++      .33  %(h)      .71  %(h)      .78  %^      .81  %(h)

Expenses, before waivers/reimbursements(i)

    1.84  %++      3.25  %^++      2.56  %(h)      2.49  %(h)      3.18  %^      2.41  %(h)

Net investment income(e)

    5.45  %      5.73  %^      5.20  %      5.11  %      4.90  %^#      5.30  %^ 

Portfolio turnover rate

    40  %      5  %      75  %      65  %      9  %      44  % 
           
 

†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying

   

portfolios

    .01  %      .01  %^      .01  %      .01  %      .02  %^      .00  %^ 

See footnote summary on page 93.

 

92    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

(a)

The Fund changed its fiscal year end from October 31 to December 31.

 

(b)

The Fund changed its fiscal year end from August 31 to October 31.

 

(c)

Inception date.

 

(d)

Based on average shares outstanding.

 

(e)

Net of expenses waived/reimbursed by the Adviser.

 

(f)

Amount is less than $.005.

 

(g)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment 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 for a period of less than one year is not annualized.

 

(h)

The expense ratios presented below exclude interest expense:

 

    Year Ended
December 31,
2019
    November 1,
2018 to
December 31,
2018(a)
    Year Ended     September 1,
2016 to
October 31,
2016(b)
    July 26,
2016(c) to
August 31,
2016
 
    October 31,
2018
    October 31,
2017
 

Advisor Class

           

Net of waivers/ reimbursements

    N/A       N/A       .31     .70     N/A       .80 %^ 

Before waivers/ reimbursements

    N/A       N/A       2.54     2.54     N/A       2.40 %^ 

 

(i)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the year ended December 31, 2019, period ended December 31, 2018, years ended October 31, 2018, October 31, 2017 and period ended October 31, 2016, such waivers amounted to .01% , .01% (annualized), .01%, .01% and .02% (annualized), respectively.

 

Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period.

 

^

Annualized.

 

*

Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended December 31, 2019, October 31, 2018, October 31, 2017 and August 31, 2016 by .01%, .03%, .07% and .02%, respectively.

 

**

Includes the impact of reimbursements from the Adviser which enhanced the Fund’s performance for the year ended October 31, 2018 by .01%.

 

+

The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

 

#

For the year ended October 31, 2016 the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

 

Net Investment

Income Per Share

  

Net Investment

Income Ratio

  

Total

Return

$.003    .20%    .03%

 

++

The advisory fee reflected in the Fund’s expense ratio may be higher or lower than the Base Fee plus Performance Adjustment due to the different time periods over which the fee is calculated (i.e., the financial reporting vs. the Performance Period).

See notes to financial statements

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    93


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

AB FlexFee High Yield Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB FlexFee High Yield Portfolio, formerly known as AB High Yield Portfolio (the “Fund”), (one of the portfolios constituting the AB Bond Fund, Inc. (the “Company”)), including the portfolio of investments, as of December 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended, the period from November 1, 2018 through December 31, 2018 and the year ended October 31, 2018, the financial highlights for the year then ended, the period from November 1, 2018 through December 31, 2018, each of the two years in the period ended October 31, 2018, the period from September 1, 2016 through October 31, 2016 and the period from July 26, 2016 (commencement of operations) through August 31, 2016 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the portfolios constituting the AB Bond Fund, Inc.) at December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for the year then ended, the period from November 1, 2018 through December 31, 2018 and the year ended October 31, 2018, and its financial highlights for the year then ended, the period from November 1, 2018 to December 31, 2018, each of the two years in the period ended October 31, 2018, the period from September 1, 2016 through October 31, 2016 and the period from July 26, 2016 (commencement of operations) through August 31, 2016, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the

 

94    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

February 26, 2020

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    95


 

2019 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the calendar year ended December 31, 2019. For foreign shareholders, 61.32% of ordinary income dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

 

96    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

BOARD OF DIRECTORS

 

Marshall C. Turner, Jr.(1),

Chairman

Jorge A. Bermudez*

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Gershon M. Distenfeld(2), Vice President

William Smith(2)Vice President

Jacqueline Pincus(2)Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Stephen M. Woetzel, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110

 

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.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s High Yield Investment Team. Messrs. Distenfeld and Smith and Ms. Pincus are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

*

Mr. Bermudez will be a member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee when he joins the Board on January 1, 2020.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    97


 

MANAGEMENT OF THE FUND

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER

INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

INTERESTED DIRECTOR    

Robert M. Keith,+

1345 Avenue of the Americas

New York, NY 10105

59

(2014)

  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.     91     None

 

98    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER

INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

DISINTERESTED DIRECTORS    

Marshall C. Turner, Jr.#

Chairman of the Board

78

(2014)

  Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     91     Xilinx, Inc. (programmable logic semi-
conductors) since 2007

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER

INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

Jorge A. Bermudez,^

68

(2020)

  Private investor since prior to 2015. Former Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since 2020.     91     Moody’s Corporation since April 2011
     

Michael J. Downey,#

76

(2014)

  Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. 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.     91     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER
INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

Nancy P. Jacklin,#

71

(2014)

  Private Investor since prior to 2015. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     91     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER
INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

Carol C. McMullen,#

64

(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 to 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     91     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE,

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER

INFORMATION***

 

PORTFOLIOS

IN AB FUND

COMPLEX

OVERSEEN BY

DIRECTOR

   

OTHER PUBLIC

DIRECTORSHIPS

CURRENTLY

HELD BY

DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   

Garry L. Moody,#

67

(2014)

  Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995) where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     91     None
     

Earl D. Weiner,#

80

(2014)

  Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.     91     None

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    103


 

MANAGEMENT OF THE FUND (continued)

 

*

The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal and Compliance Dept.—Mutual Fund Legal, 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 Portfolio as defined in the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

 

#

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

 

^

Mr. Bermudez will be a member of the Audit Committee, the Governance and Nominating Committee and Independent Directors Committee when he joins the Board on January 1, 2020.

 

104    |    AB FLEXFEE HIGH YIELD PORTFOLIO   abfunds.com


 

MANAGEMENT OF THE FUND (continued)

 

Officer Information

Certain information concerning the Fund’s Officers is listed below.

 

NAME, ADDRESS*,
AND AGE
   POSITION(S)
HELD WITH FUND
   PRINCIPAL OCCUPATION
DURING PAST 5 YEARS

Robert M. Keith

59

   President and Chief
Executive Officer
   See biography above.
     

Gershon M. Distenfeld

44

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2015. He is also Co-Head of Fixed-Income.
     

Jacqueline Pincus

33

   Vice President    Vice President of the Adviser**, with which she has been associated since 2015.
     

William Smith

32

   Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2015. He is a member of the US High Yield, High Income, Short Duration High Yield and European High Yield portfolio-management teams.
     

Emilie D. Wrapp

64

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
     

Michael B. Reyes

43

   Senior Analyst    Vice President of the Adviser**, with which has been associated since prior to 2015.
     

Joseph J. Mantineo

60

   Treasurer and Chief Financial Officer    Senior Vice President of ABIS**, with which he has been associated since prior to 2015.
     

Stephen M. Woetzel

48

   Controller    Senior Vice President of ABIS**, with which he has been associated since prior to 2015.
     

Vincent S. Noto

55

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

 

*

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 1 (800) 227-4618, or visit www.abfunds.com for a free prospectus or SAI.

 

abfunds.com   AB FLEXFEE HIGH YIELD PORTFOLIO    |    105


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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB FlexFeeTM High Yield Portfolio (formerly named AB High Yield Portfolio) (the “Fund”) at a meeting held on November 4-6, 2019 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the performance-based advisory fee (which consists of a base fee plus or minus a performance adjustment) and considered materials presented to them concerning the SEC’s published guidance on factors that should be considered in connection with fulcrum fee arrangements, including the following factors: (1) the fairness of the fulcrum fee; (2) selection of an appropriate index against which fund performance should be measured; (3) variations in periods used for computing average asset values and performance; (4) length of period over which performance is computed; (5) computation of performance over a rolling period; (6) performance for transitional periods; (7) computation of the performance of the fund and the index with respect to payment of dividends and capital gains distributions; and (8) avoidance of basing significant fee adjustments upon random or insignificant differences. The directors did not identify any

 

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particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the performance-based advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the

 

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profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency and distribution services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed. The directors noted that, due to the performance fee component of the advisory fee, profitability would tend to be higher with better performance relative to the Fund’s benchmark index, which they considered to create an appropriate alignment of incentives.

Fall-Out Benefits

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2019. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of

 

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advisory fees because there are variations in the services that are included in the fees payable by other funds. The directors considered the Fund’s contractual effective advisory fee rate against a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

The directors noted that the Fund invests in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation

 

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of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund is for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Advisor Class shares of the Fund in comparison to a peer group and a peer universe selected by each 15(c) service provider. The Advisor Class expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s 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 Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had previously discussed their strong preference 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 presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. 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 Fund, 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 Fund’s asset levels (which were well below the level at which they would anticipate adding an initial breakpoint) and its profitability (currently unprofitable) to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio1

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

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

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

1

Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB FLEXFEE HIGH YIELD PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

FFHY-0151-1219                 LOGO


DEC    12.31.19

LOGO

ANNUAL REPORT

AB FLEXFEETM INTERNATIONAL BOND PORTFOLIO

 

LOGO

 

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

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

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


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

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

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

February 14, 2020

This report provides management’s discussion of fund performance for AB FlexFee International Bond Portfolio for the annual reporting period ended December 31, 2019.

The Fund’s investment objective is to generate current income consistent with preservation of capital.

NAV RETURNS AS OF DECEMBER 31, 2019 (unaudited)

 

     6 Months      12 Months  
AB FLEXFEE INTERNATIONAL BOND PORTFOLIO      
Advisor Class Shares      1.52%        6.78%  
Bloomberg Barclays Global Aggregate ex-USD Index (USD hedged)      1.69%        7.57%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Global Aggregate ex-USD Index (USD hedged), for the six- and 12-month periods ended December 31, 2019.

The Fund underperformed the benchmark for both periods. The Fund’s performance-based advisory fee was accrued at its minimum rate for the performance period from January 1, 2019 through December 31, 2019.

In the 12-month period, currency investments were the primary detractors, relative to the benchmark, as losses from long positions in the Brazilian real, South Korean won and Polish zloty outweighed gains from a short in the Swiss franc and a long position in the yen. Security selection contributed to performance, as gains from positions in eurozone investment-grade corporates, treasuries and high yield exceeded losses from Canadian local-government provincial bonds. Sector allocation also added to returns, the result of exposure to US corporates (both investment-grade and high-yield) that exceeded losses among US agency risk-sharing transactions and commercial mortgage-backed securities. Country and yield-curve positioning did not have a meaningful impact on overall performance.

In the six-month period, currency investments were the primary detractors, as losses from long positions in the South Korean won, Brazilian real and Turkish lira outweighed gains from short positions in the euro and Swiss franc. Security selection contributed because of positions in eurozone treasuries and corporates (both investment-grade and high-yield). Sector allocations to US investment-grade and high-yield corporate bonds also added to returns. Country and yield-curve positioning did not have a meaningful impact on overall performance.

 

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During both periods, the Fund utilized derivatives in the form of interest rate swaps, futures and interest rate swaptions to manage and hedge duration risk and/or to actively manage yield-curve positioning. Currency forwards and currency options, both written and purchased, were used to hedge foreign currency exposure and to achieve active exposure. Credit default swaps were used to hedge credit risk and as a tool to effectively gain exposure to specific sectors. Variance swaps were used to hedge corporate credit risk.

MARKET REVIEW AND INVESTMENT STRATEGY

Global fixed-income markets performed strongly over the 12-month period ended December 31, 2019. The US Federal Reserve lowered interest rates three times beginning in July, and increased its balance sheet (i.e., purchased assets) later in the period to manage liquidity in the repurchase agreement market, effectively capping short-term rates. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing (i.e., purchasing government securities to encourage lending and investment). The Bank of Japan issued guidance for the continuation of low rates and the government implemented a significant fiscal stimulus program in December. Central bankers in numerous other developed and emerging markets lowered interest rates and signaled potential fiscal stimulus measures to boost economic growth. Investor confidence increased after the announcement of a partial US-China phase-one trade agreement and indications that the UK would leave the European Union with a clear path for Brexit.

Long-dated developed-market treasuries were strong performers, given their interest-rate sensitivity, despite the increase in yields since September. Investment-grade, high-yield and emerging-market sovereign debt all posted solid returns as credit spreads tightened. The US dollar was persistently firm as a safe haven currency until the fourth quarter, when renewed optimism led investors to increase growth (risk) investments. Overall, the US dollar was mixed relative to developed- and emerging-market currencies, gaining versus the euro and Latin American currencies, while falling against the pound, Swiss franc and yen. Inflation remained below target in most developed countries and fell in emerging markets, even as oil prices rebounded.

The Fund’s Senior Investment Management Team (the “Team”) continues to utilize a core fixed-income strategy with a global ex-US, multi-sector approach, and continues to pursue an attractive risk/return profile by managing currency exposure. The Team invests in investment-grade fixed-income securities, including US dollar- and local currency-denominated debt securities, as well as select below investment-grade securities (“junk bonds”).

 

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INVESTMENT POLICIES

The Fund invests primarily in fixed-income securities of non-US companies and governments. Under normal circumstances, the Fund invests at least 80% of its net assets in fixed-income securities and related derivatives. In addition, the Fund invests, under normal circumstances, in the fixed-income securities of companies located in at least three countries other than the United States. The Fund invests in a broad range of fixed-income securities in both developed and emerging markets and across all fixed-income sectors, including non-US government and corporate debt securities. Under normal circumstances, the Fund invests at least 75% of its net assets in fixed-income securities rated investment-grade at the time of investment and may invest up to 25% of its net assets in below investment-grade fixed-income securities (commonly known as “junk bonds”).

The Fund’s investments may be denominated in local currency or be US dollar-denominated. The Fund may invest in debt securities with a range of maturities from short- to long-term. The Fund may at times invest in mortgage-related securities.

The Adviser selects securities for purchase or sale by the Fund based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

The Adviser seeks to actively manage the Fund’s assets in relation to market conditions and general economic conditions and adjust the Fund’s investments in an effort to best enable the Fund to achieve its investment objective. Thus, the percentage of the Fund’s assets invested in a particular country or denominated in a particular currency will vary in accordance with the Adviser’s assessment of the relative yield and appreciation potential of such securities and the relationship of the country’s currency to the US dollar.

In order to reduce the Fund’s volatility, the Adviser expects under normal circumstances to hedge the majority of the Fund’s foreign currency exposure to the US dollar through the use of foreign currency forward contracts and similar derivatives, although it will not be required to do so. The Fund may take a long position in one currency and a short position in another when it believes that the first currency will appreciate relative to the other.

 

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(continued on next page)


The Fund expects to use derivatives, such as options, futures contracts, forwards or swaps. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Fund’s exposure. The Fund may, for example, use interest rate futures contracts to gain exposure to the fixed-income markets and, as noted above, may use currency derivatives to hedge foreign currency exposure.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Barclays Global Aggregate ex-USD Index (USD hedged) is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Barclays Global Aggregate ex-USD Index (USD hedged) represents the performance of the global investment-grade developed fixed-income markets, excluding the United States. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

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

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

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

 

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DISCLOSURES AND RISKS (continued)

 

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

Mortgage-Related Securities Risk: Investments in mortgage-related securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by non-governmental issuers may be subject to other risks, such as higher rates of default in the mortgages or risks associated with the nature and servicing of mortgages backing the securities.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments in fixed-income securities denominated in foreign currencies or reduce the Fund’s returns.

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

Illiquid Investments Risk: Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Over recent years illiquid investments risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    7


 

DISCLOSURES AND RISKS (continued)

 

decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Illiquid investments risk may be higher in a rising interest-rate environment, when the value and liquidity of fixed-income securities generally decline.

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

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

 

8    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

HISTORICAL PERFORMANCE

 

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

6/28/20171 TO 12/31/2019

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB FlexFee International Bond Portfolio Advisor Class shares (from 6/28/20171 to 12/31/2019) as compared to the performance of the Fund’s benchmark.

 

1

Inception date: 6/28/2017.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    9


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 2019 (unaudited)

 

    NAV Returns     SEC Returns
(reflects applicable
sales charges)
 
ADVISOR CLASS SHARES1    
1 Year     6.78%       6.78%  
Since Inception2     3.96%       3.96%  

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2019 (unaudited)

 

     SEC Returns
(reflects applicable
sales charges)
 
ADVISOR CLASS SHARES   
1 Year      6.78%  
Since Inception2      3.96%  

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratio as 1.11% for Advisor Class shares, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratio exclusive of the Fund’s advisory fees, acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions wand other transaction costs to 0.10% for Advisor Class shares. These waivers/reimbursements may not be terminated before April 30, 2020. Any fees waived and expenses borne by the Adviser through December 31, 2018 may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s total annual operating expenses to exceed these expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratio shown above may differ from the expense ratio in the Financial Highlights section since they are based on different time periods.

 

1

This share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns.

 

2

Inception date: 6/28/2017.

 

10    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

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

Hypothetical Example for Comparison Purposes

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

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

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    11


 

EXPENSE EXAMPLE (continued)

 

 

     Beginning
Account Value
7/1/2019
     Ending
Account Value
12/31/2019
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 
Advisor Class            

Actual

   $     1,000      $     1,015.20      $     1.02        0.20

Hypothetical**

   $ 1,000      $ 1,024.20      $ 1.02        0.20

 

*

Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

**

Assumes 5% annual return before expenses.

 

12    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO SUMMARY

December 31, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $48.3

 

 

 

LOGO

 

 

 

LOGO

 

1

All data are as of December 31, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” security type weightings represent 0.8% or less in the following types: Asset-Backed Securities, Bank Loans, Emerging Markets–Corporate Bonds, Emerging Markets–Sovereigns, Emerging Markets–Treasuries and Options Purchased – Puts.

 

2

All data are as of December 31, 2019. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.5% or less in the following: Australia, Belgium, Brazil, Denmark, Finland, Germany, Indonesia, Ireland, Mexico, Nigeria, Norway, Russia, Singapore, South Africa, South Korea, Supranational and Turkey.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    13


 

PORTFOLIO OF INVESTMENTS

December 31, 2019

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

GOVERNMENTS – TREASURIES – 44.2%

      

Australia – 0.7%

      

Australia Government Bond
Series 154
2.75%, 11/21/29(a)

    AUD       459      $ 363,002  
      

 

 

 

Austria – 3.1%

      

Republic of Austria Government Bond
0.50%, 2/20/29(a)

    EUR       1,194        1,398,272  

0.75%, 10/20/26(a)

      40        47,768  

2.40%, 5/23/34(a)

      45        64,980  
      

 

 

 
         1,511,020  
      

 

 

 

Belgium – 0.6%

      

Kingdom of Belgium Government Bond
Series 85
0.80%, 6/22/28(a)

      235        281,457  
      

 

 

 

Finland – 1.0%

      

Finland Government Bond
0.50%, 9/15/29(a)

      409        478,988  
      

 

 

 

France – 3.1%

      

French Republic Government Bond OAT
1.25%, 5/25/34(a)

      175        219,259  

1.50%, 5/25/50(a)

      477        617,045  

1.75%, 6/25/39(a)

      475        644,232  
      

 

 

 
         1,480,536  
      

 

 

 

Indonesia – 0.6%

 

Indonesia Treasury Bond
Series FR68
8.375%, 3/15/34

    IDR       4,089,000        317,223  
      

 

 

 

Ireland – 0.7%

      

Ireland Government Bond
1.00%, 5/15/26(a)

    EUR       278        333,971  
      

 

 

 

Italy – 5.0%

      

Italy Buoni Poliennali Del Tesoro
2.45%, 9/01/33(a)

      315        384,750  

3.35%, 3/01/35(a)

      919        1,230,125  

3.85%, 9/01/49(a)

      241        350,699  

4.50%, 5/01/23

      340        434,539  
      

 

 

 
         2,400,113  
      

 

 

 

Japan – 10.3%

 

Japan Government Ten Year Bond
Series 356
0.10%, 9/20/29

    JPY       41,750        388,914  

 

14    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Japan Government Thirty Year Bond
Series 62
0.50%, 3/20/49

    JPY       36,550      $ 345,087  

Series 63
0.40%, 6/20/49

      56,650        520,685  

Japan Government Twenty Year Bond
Series 143
1.60%, 3/20/33

      42,450        468,254  

Series 144
1.50%, 3/20/33

      34,350        374,342  

Series 150
1.40%, 9/20/34

      126,300        1,377,369  

Series 158
0.50%, 9/20/36

      73,300        708,387  

Series 159
0.60%, 12/20/36

      28,450        278,948  

Series 169
0.30%, 6/20/39

      54,500        504,367  
      

 

 

 
         4,966,353  
      

 

 

 

Malaysia – 3.3%

      

Malaysia Government Bond
Series 0114
4.181%, 7/15/24

    MYR       127        32,266  

Series 0119
3.906%, 7/15/26

      626        158,457  

Series 0217
4.059%, 9/30/24

      127        32,140  

Series 0218
3.757%, 4/20/23

      233        58,031  

Series 0219
3.885%, 8/15/29

      2,008        513,606  

Series 0310
4.498%, 4/15/30

      796        211,026  

Series 0313
3.48%, 3/15/23

      1,830        451,874  

Series 0316
3.90%, 11/30/26

      584        147,578  
      

 

 

 
         1,604,978  
      

 

 

 

Mexico – 1.0%

      

Mexican Bonos
Series M 20
7.50%, 6/03/27

    MXN       9,222        505,508  
      

 

 

 

Netherlands – 5.0%

      

Netherlands Government Bond
Zero Coupon, 1/15/24(a)

    EUR       1,025        1,171,699  

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

0.25%, 7/15/29(a)

    EUR       265      $ 306,173  

0.75%, 7/15/27(a)

      771        927,626  
      

 

 

 
         2,405,498  
      

 

 

 

Russia – 1.3%

      

Russian Federal Bond - OFZ
Series 6212
7.05%, 1/19/28

    RUB       8,290        141,067  

Series 6215
7.00%, 8/16/23

      12,200        204,539  

Series 6222
7.10%, 10/16/24

      4,023        67,861  

Series 6227
7.40%, 7/17/24

      12,661        215,456  
      

 

 

 
         628,923  
      

 

 

 

Singapore – 0.2%

      

Singapore Government Bond
3.375%, 9/01/33

    SGD       90        78,915  
      

 

 

 

Spain – 4.3%

      

Spain Government Bond
1.95%, 4/30/26(a)

    EUR       233        291,672  

2.35%, 7/30/33(a)

      389        527,815  

2.90%, 10/31/46(a)

      10        15,324  

4.20%, 1/31/37(a)

      150        256,813  

4.40%, 10/31/23(a)

      755        995,308  
      

 

 

 
         2,086,932  
      

 

 

 

United Kingdom – 4.0%

      

United Kingdom Gilt
1.00%, 4/22/24(a)

    GBP       53        72,048  

1.50%, 7/22/47(a)

      14        19,302  

1.75%, 9/07/37(a)

      746        1,069,620  

3.25%, 1/22/44(a)

      42        77,573  

4.25%, 12/07/40(a)

      91        186,320  

4.50%, 12/07/42(a)

      227        491,290  
      

 

 

 
         1,916,153  
      

 

 

 

Total Governments – Treasuries
(cost $20,601,398)

         21,359,570  
      

 

 

 
      

CORPORATES – INVESTMENT
GRADE – 17.4%

      

Financial Institutions – 10.0%

      

Banking – 6.9%

      

Bank of America Corp.
Series B
8.05%, 6/15/27

    U.S.$       152        197,707  

 

16    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Series DD
6.30%, 3/10/26(b)

    U.S.$       29      $ 33,619  

Series Z
6.50%, 10/23/24(b)

      49        55,621  

Bank of Scotland PLC
9.375%, 5/15/21(a)

    GBP       90        131,779  

Barclays PLC
2.375%, 10/06/23(a)

      100        134,904  

2.625%, 11/11/25(a)

    EUR       100        114,216  

BNP Paribas SA
3.375%, 1/23/26(a)

    GBP       170        245,642  

Capital One Financial Corp.
1.65%, 6/12/29

    EUR       145        168,838  

Commonwealth Bank of Australia
4.50%, 12/09/25(a)

    U.S.$       230        249,472  

Credit Agricole SA
3.00%, 2/02/25

    EUR       135        165,947  

Credit Suisse Group AG
2.125%, 9/12/25(a)

    GBP       100        134,526  

Credit Suisse Group Funding Guernsey Ltd.
2.75%, 8/08/25(a)

      100        139,215  

Goldman Sachs Group, Inc. (The)
4.25%, 1/29/26(a)

      100        149,766  

HSBC Bank Capital Funding Sterling 2 LP
5.862%, 4/07/20(b)

      91        121,927  

HSBC Holdings PLC
Series E
4.75%, 7/04/29(a)(b)

    EUR       230        290,633  

ING Groep NV
3.00%, 2/18/26(a)

    GBP       100        141,458  

Intesa Sanpaolo SpA
3.125%, 7/14/22(a)

    U.S.$       200        201,983  

JPMorgan Chase & Co.
Series FF
5.00%, 8/01/24(b)

      85        88,869  

Morgan Stanley
1.875%, 3/30/23

    EUR       100        118,552  

Series G
1.75%, 3/11/24

      100        119,159  

Santander Holdings USA, Inc.
4.40%, 7/13/27

    U.S.$       110        118,915  

UBS Group AG
7.125%, 8/10/21(a)(b)

      200        211,999  
      

 

 

 
         3,334,747  
      

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Finance – 0.2%

      

Synchrony Financial

      

3.95%, 12/01/27

    U.S.$       20      $ 21,068  

4.50%, 7/23/25

      81        87,547  
      

 

 

 
         108,615  
      

 

 

 

Insurance – 2.6%

      

ASR Nederland NV
5.125%, 9/29/45(a)

    EUR       110        148,030  

Assicurazioni Generali SpA
Series E
5.50%, 10/27/47(a)

      112        154,510  

Centene Corp.

      

4.25%, 12/15/27(a)

    U.S.$       16        16,477  

4.625%, 12/15/29(a)

      21        22,115  

Chubb INA Holdings, Inc.

      

0.30%, 12/15/24

    EUR       100        112,101  

0.875%, 6/15/27

      125        142,894  

CNP Assurances
4.25%, 6/05/45(a)

      100        130,781  

Credit Agricole Assurances SA
4.75%, 9/27/48(a)

      100        138,000  

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

    U.S.$       100        133,500  

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen
3.25%, 5/26/49(a)

    EUR       100        130,864  

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

    U.S.$       45        76,754  

Voya Financial, Inc.
5.65%, 5/15/53

      70        74,483  
      

 

 

 
         1,280,509  
      

 

 

 

REITS – 0.3%

      

Spirit Realty LP
4.45%, 9/15/26

      3        3,227  

VEREIT Operating Partnership LP
4.60%, 2/06/24

      7        7,572  

WPC Eurobond BV
2.125%, 4/15/27

    EUR       110        130,509  
      

 

 

 
         141,308  
      

 

 

 
         4,865,179  
      

 

 

 

Industrial – 7.4%

      

Basic – 0.3%

      

Glencore Finance Europe Ltd.
1.875%, 9/13/23(a)

      100        117,200  

Glencore Funding LLC
4.625%, 4/29/24(a)

    U.S.$       10        10,681  
      

 

 

 
         127,881  
      

 

 

 

 

18    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Capital Goods – 0.5%

      

General Electric Co.
0.875%, 5/17/25

    EUR       110      $ 124,039  

United Technologies Corp.
1.15%, 5/18/24

      105        121,966  
      

 

 

 
         246,005  
      

 

 

 

Communications - Media – 0.5%

      

Charter Communications Operating LLC/Charter Communications Operating Capital
4.908%, 7/23/25

    U.S.$       90        99,196  

Fox Corp.
4.709%, 1/25/29(a)

      115        131,234  

ViacomCBS, Inc.
3.70%, 6/01/28

      15        15,723  
      

 

 

 
         246,153  
      

 

 

 

Communications - Telecommunications – 0.6%

 

AT&T, Inc.
5.50%, 3/15/27(a)

    GBP       100        162,909  

Bell Canada, Inc.
Series M-26
3.35%, 3/22/23

    CAD       45        35,594  

British Telecommunications PLC
9.625%, 12/15/30

    U.S.$       59        90,736  
      

 

 

 
         289,239  
      

 

 

 

Consumer Cyclical - Automotive – 0.3%

      

General Motors Financial Co., Inc.
5.10%, 1/17/24

      69        74,902  

Volkswagen Leasing GmbH
2.625%, 1/15/24(a)

    EUR       55        66,866  
      

 

 

 
         141,768  
      

 

 

 

Consumer Cyclical - Entertainment – 0.3%

      

Carnival PLC
1.00%, 10/28/29

      110        122,129  
      

 

 

 

Consumer Non-Cyclical – 3.2%

      

AbbVie, Inc.
2.95%, 11/21/26(a)

    U.S.$       97        98,631  

Allergan Funding SCS
2.625%, 11/15/28

    EUR       135        174,412  

Altria Group, Inc.
1.70%, 6/15/25

      140        163,187  

Amgen, Inc.
4.663%, 6/15/51

    U.S.$       65        76,521  

Anheuser-Busch InBev Worldwide, Inc.
5.55%, 1/23/49

      60        77,958  

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Baxter International, Inc.
0.40%, 5/15/24

    EUR       130      $ 147,883  

DH Europe Finance II SARL
0.45%, 3/18/28

      175        193,961  

Kraft Heinz Foods Co.
3.75%, 4/01/30(a)

    U.S.$       114        117,510  

3.95%, 7/15/25

      27        28,481  

Medtronic Global Holdings SCA
1.125%, 3/07/27

    EUR       125        147,271  

Mylan NV
3.95%, 6/15/26

    U.S.$       140        145,571  

Reynolds American, Inc.
4.45%, 6/12/25

      45        48,460  

Unilever PLC
1.50%, 7/22/26(a)

    GBP       100        133,656  
      

 

 

 
         1,553,502  
      

 

 

 

Energy – 0.5%

      

Baker Hughes a GE Co. LLC/Baker Hughes Co-Obligor, Inc.
4.08%, 12/15/47

    U.S.$       75        77,101  

BG Energy Capital PLC
5.125%, 12/01/25(a)

    GBP       75        120,331  

Energy Transfer Operating LP
4.25%, 3/15/23

    U.S.$       6        6,260  

Hess Corp.
4.30%, 4/01/27

      10        10,647  

Husky Energy, Inc.
4.40%, 4/15/29

      5        5,390  

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

    U.S.$       20        20,634  

Southern Star Central Corp.
5.125%, 7/15/22(a)

      10        10,099  
      

 

 

 
         250,462  
      

 

 

 

Services – 0.0%

 

eBay, Inc.
3.60%, 6/05/27

      16        16,743  
      

 

 

 

Technology – 1.2%

 

Broadcom Corp./Broadcom Cayman Finance Ltd.
3.875%, 1/15/27

      10        10,389  

Dell International LLC/EMC Corp.
6.02%, 6/15/26(a)

      45        51,955  

Fidelity National Information Services, Inc.
0.625%, 12/03/25

    EUR       100        112,924  

1.50%, 5/21/27

      105        124,538  

 

20    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Fiserv, Inc.
1.125%, 7/01/27

    EUR       105      $ 121,243  

NXP BV/NXP Funding LLC/NXP USA, Inc.
3.875%, 6/18/26(a)

    U.S.$       52        54,875  

Seagate HDD Cayman
4.75%, 1/01/25

      5        5,328  

4.875%, 3/01/24

      80        85,100  
      

 

 

 
         566,352  
      

 

 

 
         3,560,234  
      

 

 

 

Total Corporates – Investment Grade
(cost $8,162,735)

         8,425,413  
      

 

 

 
      

QUASI-SOVEREIGNS – 6.2%

      

Quasi-Sovereign Bonds – 6.2%

      

China – 5.8%

      

China Development Bank
Series 1903
3.30%, 2/01/24

    CNY       400        57,275  

Series 1904
3.68%, 2/26/26

      19,130        2,759,302  
      

 

 

 
         2,816,577  
      

 

 

 

South Korea – 0.4%

      

Export-Import Bank of Korea
3.70%, 2/19/21(a)

    AUD       270        194,150  
      

 

 

 

Total Quasi-Sovereigns
(cost $2,971,173)

         3,010,727  
      

 

 

 
      

GOVERNMENTS – SOVEREIGN AGENCIES – 4.9%

 

    

Canada – 4.9%

 

Canada Housing Trust No. 1
1.95%, 12/15/25(a)

    CAD       980        752,198  

1.80%, 12/15/24(a)

      2,095        1,600,099  
      

 

 

 

Total Governments – Sovereign Agencies
(cost $2,344,344)

         2,352,297  
      

 

 

 
      

COLLATERALIZED MORTGAGE
OBLIGATIONS – 4.8%

 

  

Risk Share Floating Rate – 4.8%

      

Bellemeade Re Ltd.
Series 2018-2A, Class M1B
3.142% (LIBOR 1 Month + 1.35%),
8/25/28(a)(c)

    U.S.$       150        150,225  

Series 2019-1A, Class M1B
3.542% (LIBOR 1 Month + 1.75%), 3/25/29(a)(c)

      150        149,648  

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

        Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Connecticut Avenue Securities Trust
Series 2019-R05, Class 1M2
3.792% (LIBOR 1 Month + 2.00%),
7/25/39(a)(c)

  U.S.$     53      $ 53,582  

Series 2019-R06, Class 2M2
3.892% (LIBOR 1 Month + 2.10%), 9/25/39(a)(c)

      70        70,588  

Series 2019-R07, Class 1M2
3.892% (LIBOR 1 Month + 2.10%), 10/25/39(a)(c)

      40        40,295  

Eagle RE Ltd.
Series 2018-1, Class M1
3.492% (LIBOR 1 Month + 1.70%),
11/25/28(a)(c)

      109        109,093  

Federal Home Loan Mortgage Corp.
Series 2019-DNA3, Class M2 3.842%
(LIBOR 1 Month + 2.05%),
7/25/49(a)(c)

      20        20,539  

Series 2019-DNA4, Class M2
3.658% (LIBOR 1 Month + 1.95%),
10/25/49(a)(c)

      35        35,000  

Federal Home Loan Mortgage Corp.
Structured Agency Credit Risk Debt Notes
Series 2016-DNA2, Class M3
6.442% (LIBOR 1 Month + 4.65%),
10/25/28(c)

      327        351,682  

Series 2016-HQA2, Class M3
6.942% (LIBOR 1 Month + 5.15%),
11/25/28(c)

      250        273,230  

Federal National Mortgage Association Connecticut Avenue Securities
Series 2015-C02, Class 1M2
5.792% (LIBOR 1 Month + 4.00%),
5/25/25(c)

      168        178,370  

Series 2015-C02, Class 2M2
5.792% (LIBOR 1 Month + 4.00%),
5/25/25(c)

      44        46,079  

Series 2015-C04, Class 2M2
7.342% (LIBOR 1 Month + 5.55%),
4/25/28(c)

      195        208,259  

Series 2016-C01, Class 1M2
8.542% (LIBOR 1 Month + 6.75%),
8/25/28(c)

      81        89,666  

Series 2016-C05, Class 2M2
6.242% (LIBOR 1 Month + 4.45%),
1/25/29(c)

      292        308,055  

Series 2017-C01, Class 1M2
5.342% (LIBOR 1 Month + 3.55%),
7/25/29(c)

      85        89,954  

 

22    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

PMT Credit Risk Transfer Trust
Series 2019-1R, Class A
3.70% (LIBOR 1 Month + 2.00%),
3/27/24(c)(d)

    U.S.$       149      $ 149,327  
      

 

 

 

Total Collateralized Mortgage Obligations
(cost $2,334,592)

         2,323,592  
      

 

 

 

COVERED BONDS – 4.6%

      

Australia & New Zealand Banking Group Ltd.
3.625%, 7/18/22(a)

    EUR       100        123,177  

Credit Suisse AG/Guernsey
0.75%, 9/17/21(a)

      160        182,586  

Danske Bank A/S
0.125%, 2/14/22(a)

      160        180,926  

DNB Boligkreditt AS
2.75%, 3/21/22(a)

      145        173,579  

National Bank of Canada
1.50%, 3/25/21(a)

      100        114,668  

Nationwide Building Society
4.375%, 2/28/22(a)

      250        308,080  

Nordea Hypotek AB
Series 5534
1.00%, 9/18/24(a)

    SEK       2,200        239,819  

Santander UK PLC
4.25%, 4/12/21(a)

    EUR       250        296,591  

Stadshypotek AB
0.625%, 11/10/21(a)

      260        296,748  

Swedbank Hypotek AB
Series 194
1.00%, 9/18/24(a)

    SEK       900        98,083  

Turkiye Vakiflar Bankasi TAO
2.375%, 5/04/21(a)

    EUR       100        112,905  

UBS AG/London
4.00%, 4/08/22(a)

      75        92,212  
      

 

 

 

Total Covered Bonds
(cost $2,249,915)

         2,219,374  
      

 

 

 
      

INFLATION-LINKED SECURITIES – 4.2%

 

    

Japan – 4.2%

 

    

Japanese Government CPI Linked Bond

      

Series 20
0.10%, 3/10/25

    JPY       12,445        116,653  

Series 21
0.10%, 3/10/26

      160,403        1,508,738  

Series 23
0.10%, 3/10/28

      41,934        397,134  
      

 

 

 

Total Inflation-Linked Securities
(cost $1,963,544)

         2,022,525  
      

 

 

 

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

LOCAL GOVERNMENTS – PROVINCIAL BONDS – 2.5%

      

Canada – 2.5%

      

Province of British Columbia Canada
Series T
9.00%, 8/23/24

    CAD       672      $ 676,014  

Province of Manitoba Canada
3.85%, 12/01/21

      345        275,585  

Province of Ontario Canada
3.15%, 6/02/22

      316        250,636  
      

 

 

 

Total Local Governments – Provincial Bonds
(cost $1,191,868)

         1,202,235  
      

 

 

 
      

CORPORATES – NON-INVESTMENT
GRADE – 2.4%

      

Industrial – 1.6%

      

Basic – 0.4%

      

Sealed Air Corp.
4.00%, 12/01/27(a)

    U.S.$       50        50,709  

Smurfit Kappa Acquisitions ULC
2.875%, 1/15/26(a)

    EUR       100        123,341  
      

 

 

 
         174,050  
      

 

 

 

Capital Goods – 0.1%

      

TransDigm, Inc.
6.25%, 3/15/26(a)

    U.S.$       59        63,973  
      

 

 

 

Consumer Cyclical - Automotive – 0.5%

      

Panther BF Aggregator 2 LP/Panther Finance Co., Inc.
4.375%, 5/15/26(a)

    EUR       100        117,340  

Tenneco, Inc.
5.00%, 7/15/24(a)

      100        116,031  
      

 

 

 
         233,371  
      

 

 

 

Consumer Non-Cyclical – 0.6%

      

Grifols SA
1.625%, 2/15/25(a)

      110        125,725  

Leisureworld Senior Care LP
Series B
3.474%, 2/03/21

    CAD       150        116,850  

Spectrum Brands, Inc.
5.75%, 7/15/25

    U.S.$       62        64,886  
      

 

 

 
         307,461  
      

 

 

 
         778,855  
      

 

 

 

Financial Institutions – 0.8%

      

Banking – 0.5%

      

Banco Bilbao Vizcaya Argentaria SA
Series 9
6.50%, 3/05/25(b)

      200        212,083  

 

24    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Goldman Sachs Group, Inc. (The)
Series L
5.785%, 1/31/20(b)

    U.S.$       31      $ 31,212  

Series P
5.00%, 11/10/22(b)

      24        24,237  
      

 

 

 
         267,532  
      

 

 

 

Finance – 0.1%

      

Navient Corp.
6.625%, 7/26/21

      45        47,589  
      

 

 

 

REITS – 0.2%

      

MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc.
5.75%, 2/01/27(a)

      69        77,108  
      

 

 

 
         392,229  
      

 

 

 

Total Corporates – Non-Investment Grade
(cost $1,135,109)

         1,171,084  
      

 

 

 
      

COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.3%

      

Non-Agency Fixed Rate CMBS – 0.7%

      

Commercial Mortgage Trust
Series 2012-CR5, Class E
4.318%, 12/10/45(a)

      100        97,603  

Series 2013-CR10, Class A4
4.21%, 8/10/46

      200        212,878  

GS Mortgage Securities Trust
Series 2013-GC12, Class C
4.179%, 6/10/46

      20        20,336  
      

 

 

 
         330,817  
      

 

 

 

Non-Agency Floating Rate CMBS – 0.6%

      

BFLD Trust
Series 2019-DPLO, Class D
3.58% (LIBOR 1 Month + 1.84%),
10/15/34(a)(c)

      28        27,957  

GS Mortgage Securities Corp. Trust
Series 2019-BOCA, Class A
2.94% (LIBOR 1 Month + 1.20%),
6/15/38(a)(c)

      165        164,948  

Invitation Homes Trust
Series 2018-SFR4, Class E
3.687% (LIBOR 1 Month + 1.95%),
1/17/38(a)(c)

      115        115,000  
      

 

 

 
         307,905  
      

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $638,924)

         638,722  
      

 

 

 

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

GOVERNMENTS – SOVEREIGN
BONDS – 1.2%

      

Germany – 0.6%

      

Kreditanstalt fuer Wiederaufbau
Zero Coupon, 5/25/21(a)

    EUR       251      $ 283,357  
      

 

 

 

Indonesia – 0.6%

      

Indonesia Government International Bond
5.875%, 1/15/24(a)

    U.S.$       250        282,969  
      

 

 

 

Total Governments – Sovereign Bonds
(cost $547,299)

         566,326  
      

 

 

 
      
SUPRANATIONALS – 1.1%       

Supranational – 1.1%

      

European Investment Bank
1.25%, 5/12/25(a)

    SEK       4,130        458,574  

4.75%, 8/07/24(a)

    AUD       119        95,693  
      

 

 

 

Total Supranationals
(cost $557,247)

         554,267  
      

 

 

 
      

LOCAL GOVERNMENTS – REGIONAL BONDS – 1.0%

      

Sweden – 1.0%

      

Kommuninvest I Sverige AB
Series 2410
1.00%, 10/02/24(a)
(cost $466,764)

    SEK       4,220        462,867  
      

 

 

 
      

EMERGING MARKETS – TREASURIES – 0.8%

      

South Africa – 0.8%

      

Republic of South Africa Government Bond
Series 2030
8.00%, 1/31/30

    ZAR       5,100        339,556  

Series 2048
8.75%, 2/28/48

      612        38,264  
      

 

 

 

Total Emerging Markets – Treasuries
(cost $350,547)

         377,820  
      

 

 

 
      

EMERGING MARKETS – SOVEREIGNS – 0.7%

      

Brazil – 0.5%

      

Brazilian Government International Bond
4.625%, 1/13/28

    U.S.$       200        215,250  
      

 

 

 

 

26    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

    

 

 

Nigeria – 0.2%

      

Nigeria Government International Bond
5.625%, 6/27/22

    U.S.$       95      $ 98,978  
      

 

 

 

Total Emerging Markets – Sovereigns
(cost $293,109)

         314,228  
      

 

 

 
      
ASSET-BACKED SECURITIES – 0.2%       

Other ABS - Fixed Rate – 0.2%

      

SoFi Consumer Loan Program Trust
Series 2018-1, Class B
3.65%, 2/25/27(a)
(cost $115,000)

      115        117,214  
      

 

 

 
      

BANK LOANS – 0.2%

      

Industrial – 0.2%

      

Consumer Non-Cyclical – 0.2%

      

athenahealth, Inc.
6.401% (LIBOR 3 Month + 4.50%), 2/11/26(e)

      66        66,566  

Regionalcare Hospital Partners Holdings, Inc.
6.202% (LIBOR 1 Month + 4.50%), 11/16/25(e)

      50        49,985  
      

 

 

 

Total Bank Loans
(cost $114,451)

         116,551  
      

 

 

 
      

EMERGING MARKETS – CORPORATE BONDS – 0.0%

      

Utility – 0.0%

      

Electric – 0.0%

      

Terraform Global Operating LLC
6.125%, 3/01/26(d)
(cost $18,000)

      18        18,718  
      

 

 

 
          Notional
Amount
        

OPTIONS PURCHASED – PUTS – 0.0%

      

Options on Forward Contracts – 0.0%

      

CNH/USD
Expiration: Jun 2020; Contracts: 8,803,800; Exercise Price: CNH 7.30;
Counterparty: Bank of America, NA(f)

    CNH       8,803,800        3,304  

CNH/USD
Expiration: Jun 2020; Contracts: 2,774,000; Exercise Price: CNH 7.30;
Counterparty: Morgan Stanley Capital Services LLC(f)

      2,774,000        1,041  

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

         
Notional
Amount
     U.S. $ Value  

 

    

 

 

CNH/USD
Expiration: Jun 2020; Contracts: 2,774,000; Exercise Price: CNH 7.30;
Counterparty: Morgan Stanley Capital Services LLC(f)

    CNH       2,774,000      $ 1,041  

CNH/USD
Expiration: Jun 2020; Contracts: 3,241,200; Exercise Price: CNH 7.30;
Counterparty: Morgan Stanley Capital Services LLC(f)

      3,241,200        1,217  
      

 

 

 

Total Options Purchased – Puts
(premiums paid $16,995)

         6,603  
      

 

 

 
          Shares         

SHORT-TERM INVESTMENTS – 1.1%

      

Investment Companies – 1.1%

      

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.53%(g)(h)(i)
(cost $520,740)

      520,740        520,740  
      

 

 

 

Total Investments – 98.8%
(cost $46,593,754)

         47,780,873  

Other assets less liabilities – 1.2%

         562,259  
      

 

 

 

Net Assets – 100.0%

       $ 48,343,132  
      

 

 

 

FUTURES (see Note C)

 

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

Purchased Contracts

 

 

3 Yr Australian Bond Futures

    13       March 2020     $  1,049,241     $ (6,808

10 Yr Canadian Bond Futures

    7       March 2020       741,104       (2,448

Euro Buxl 30 Yr Bond Futures

    4       March 2020       890,091       (27,460

Euro-BOBL Futures

    6       March 2020       899,357       (2,557

Euro-BTP Futures

    3       March 2020       479,392       2,008  

Euro-Bund Futures

    13       March 2020       2,486,102       (25,923

Euro-OAT Futures

    3       March 2020       547,737       (4,577

Japan 10 Yr Bond (OSE) Futures

    1       March 2020       1,400,580       3,497  

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

    1       March 2020       215,500       (94

U.S. Ultra Bond (CBT) Futures

    6       March 2020       1,089,938       (30,789

Sold Contracts

 

   

U.S. 10 Yr Ultra Futures

    24       March 2020       3,376,875       50,907  

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

    11       March 2020       1,304,703       258  

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

    17       March 2020       2,183,172       19,031  
       

 

 

 
        $  (24,955
       

 

 

 

 

28    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

 

Counterparty   Contracts to
Deliver
(000)
    In Exchange
For
(000)
    Settlement
Date
    Unrealized
Appreciation/
(Depreciation)
 

Bank of America, NA

    RUB       39,190       USD       610       1/17/20     $   (20,637

Bank of America, NA

    USD       220       RUB       14,145       1/17/20       7,103  

Barclays Bank PLC

    SGD       1,150       USD       844       1/16/20       (10,407

Barclays Bank PLC

    MYR       1,172       USD       279       2/13/20       (8,084

BNP Paribas SA

    EUR       191       PLN       818       1/16/20       1,506  

Brown Brothers Harriman & Co.

    USD       18       MXN       348       1/07/20       140  

Brown Brothers Harriman & Co.

    USD       100       PLN       390       1/09/20       2,478  

Brown Brothers Harriman & Co.

    CHF       240       USD       243       1/10/20       (5,304

Brown Brothers Harriman & Co.

    GBP       699       USD       902       1/10/20       (23,937

Brown Brothers Harriman & Co.

    USD       410       GBP       316       1/10/20       7,779  

Brown Brothers Harriman & Co.

    EUR       127       PLN       542       1/16/20       776  

Brown Brothers Harriman & Co.

    EUR       1,223       USD       1,360       1/16/20       (13,735

Brown Brothers Harriman & Co.

    USD       156       EUR       139       1/16/20       (120

Brown Brothers Harriman & Co.

    USD       3,247       EUR       2,918       1/16/20       28,961  

Brown Brothers Harriman & Co.

    USD       769       SGD       1,043       1/16/20       7,191  

Brown Brothers Harriman & Co.

    AUD       966       USD       665       1/23/20       (12,776

Brown Brothers Harriman & Co.

    CAD       640       USD       488       1/23/20       (4,819

Brown Brothers Harriman & Co.

    USD       4       AUD       6       1/23/20       139  

Brown Brothers Harriman & Co.

    USD       155       CAD       203       1/23/20       894  

Brown Brothers Harriman & Co.

    ZAR       5,028       USD       337       1/23/20       (20,919

Brown Brothers Harriman & Co.

    USD       156       JPY       16,831       1/30/20       (439

Brown Brothers Harriman & Co.

    CNH       19,916       USD       2,843       2/20/20       (15,086

Citibank, NA

    BRL       2,065       USD       506       1/03/20       (7,318

Citibank, NA

    USD       512       BRL       2,065       1/03/20       1,019  

Citibank, NA

    IDR       4,478,061       USD       316       2/27/20       (6,650

Citibank, NA

    USD       115       IDR       1,618,124       2/27/20       1,194  

Credit Suisse International

    BRL       3,052       USD       757       1/03/20       (1,506

Credit Suisse International

    USD       723       BRL       3,052       1/03/20       35,416  

Goldman Sachs Bank USA

    MXN       9,686       USD       501       1/07/20       (10,854

Goldman Sachs Bank USA

    SEK       11,632       USD       1,210       1/08/20       (32,071

Goldman Sachs Bank USA

    USD       649       EUR       584       1/16/20       6,364  

Goldman Sachs Bank USA

    JPY       722,707       USD       6,687       1/30/20       25,771  

Goldman Sachs Bank USA

    MYR       4,247       USD       1,009       2/13/20       (31,397

Morgan Stanley Capital Services LLC

    EUR       2,309       USD       2,558       1/16/20       (34,818

Morgan Stanley Capital Services LLC

    MYR       1,355       USD       322       2/13/20       (9,552

Royal Bank of Scotland PLC

    EUR       16,648       USD       18,350       1/16/20         (339,293

Standard Chartered Bank

    GBP       2,392       USD       3,083       1/10/20       (85,953

UBS AG

    BRL       986       USD       242       1/03/20       (3,325

UBS AG

    USD       245       BRL       986       1/03/20       487  

UBS AG

    CAD       4,417       USD       3,324       1/23/20       (78,160

UBS AG

    USD       242       BRL       986       2/04/20       3,388  
           

 

 

 
            $ (646,554
           

 

 

 

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    29


 

PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Description

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
December 31,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

 

           

CDX-NAHY Series 33, 5 Year Index, 12/20/24*

    (5.00 )%      Quarterly       2.80     USD       683     $ (67,029   $  (45,431   $ (21,598

iTraxx Australia Series 32, 5 Year Index, 12/20/24*

    (1.00     Quarterly       0.47       USD       4,500       (115,181     (72,770     (42,411

Sale Contracts

 

           

CDX-NAIG Series 33, 5 Year Index, 12/20/24*

    1.00       Quarterly       0.45       USD       4,500       118,315       83,541       34,774  
           

 

 

   

 

 

   

 

 

 
            $ (63,895   $ (34,660   $  (29,235
           

 

 

   

 

 

   

 

 

 

 

*

Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

               

Rate Type

                     

Notional
Amount
(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

USD

    1,820       5/24/21     2.288%   3 Month LIBOR   Semi-Annual/
Quarterly
  $ (14,499   $     $ (14,499

CAD

    1,990       5/22/24     3 Month CDOR   1.980%  

Semi-Annual/

Semi-Annual

    (4,123           (4,123

USD

    750       5/24/24     2.200%   3 Month LIBOR   Semi-Annual/
Quarterly
    (15,607           (15,607

GBP

    130       12/27/47     1.419%   6 Month LIBOR  

Semi-Annual/

Semi-Annual

    (13,039           (13,039

USD

    890       9/10/48     2.980%   3 Month LIBOR   Semi-Annual/
Quarterly
    (183,567           (183,567
           

 

 

   

 

 

   

 

 

 
            $  (230,835   $  —     $  (230,835
           

 

 

   

 

 

   

 

 

 

 

30    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap

Counterparty &
Referenced

Obligation

  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
December 31,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

               

Deutsche Bank AG

               

CDX-CMBX.NA.A Series 6, 5/11/63*

    2.00     Monthly       1.41     USD       100     $ 1,589     $ (3,880   $ 5,469  

Morgan Stanley & Co. International PLC

               

CDX-CMBX.NA.A Series 6, 5/11/63*

    2.00       Monthly       1.41       USD       470       7,442       (22,354     29,796  

CDX-CMBX.NA.A Series 6, 5/11/63*

    2.00       Monthly       1.41       USD       360       5,700       (17,907     23,607  

CDX-CMBX.NA.A Series 6, 5/11/63*

    2.00       Monthly       1.41       USD       3       48       (56     104  
           

 

 

   

 

 

   

 

 

 
            $  14,779     $  (44,197   $  58,976  
           

 

 

   

 

 

   

 

 

 

 

*

Termination date

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2019, the aggregate market value of these securities amounted to $25,170,902 or 52.1% of net assets.

 

(b)

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

 

(c)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at December 31, 2019.

 

(d)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.35% of net assets as of December 31, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid
Securities
   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

PMT Credit Risk Transfer Trust Series 2019-1R, Class A
3.70%, 3/27/24

     3/21/19      $   149,464      $   149,327        0.31

Terraform Global Operating LLC 6.125%, 3/01/26

     2/08/18        18,000        18,718        0.04

 

(e)

The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at December 31, 2019.

 

(f)

Non-income producing security.

 

(g)

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

 

(h)

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

 

(i)

Affiliated investments.

 

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    31


 

PORTFOLIO OF INVESTMENTS (continued)

 

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CNH – Chinese Yuan Renminbi (Offshore)

CNY – Chinese Yuan Renminbi

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

JPY – Japanese Yen

MXN – Mexican Peso

MYR – Malaysian Ringgit

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

USD – United States Dollar

ZAR – South African Rand

 

 

Glossary:

ABS – Asset-Backed Securities

BOBL – Bundesobligationen

BTP – Buoni del Tesoro Poliennali

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

CDX-CMBX.NA – North American Commercial Mortgage-Backed Index

CDX-NAHY – North American High Yield Credit Default Swap Index

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

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

LIBOR – London Interbank Offered Rates

OAT – Obligations Assimilables du Trésor

OSE – Osaka Securities Exchange

REIT – Real Estate Investment Trust

See notes to financial statements.

 

32    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

STATEMENT OF ASSETS & LIABILITIES

December 31, 2019

 

Assets   

Investments in securities, at value
Unaffiliated issuers (cost $46,073,014)

   $ 47,260,133  

Affiliated issuers (cost $520,740)

     520,740  

Cash

     8,775  

Cash collateral due from broker

     378,216  

Foreign currencies, at value (cost $417,717)

     419,444  

Unaffiliated interest receivable

     431,360  

Unrealized appreciation on forward currency exchange contracts

     130,606  

Receivable for capital stock sold

     90,700  

Market value of credit default swaps (net premiums received $44,197)

     14,779  

Receivable for variation margin on centrally cleared swaps

     7,886  

Affiliated dividends receivable

     499  
  

 

 

 

Total assets

     49,263,138  
  

 

 

 
Liabilities   

Unrealized depreciation on forward currency exchange contracts

     777,160  

Audit and tax fee payable

     54,382  

Advisory fee payable

     23,699  

Payable for variation margin on futures

     2,299  

Transfer Agent fee payable

     1,500  

Dividends payable

     1,198  

Payable for investment securities purchased and foreign currency transactions

     195  

Accrued expenses and other liabilities

     59,573  
  

 

 

 

Total liabilities

     920,006  
  

 

 

 

Net Assets

   $ 48,343,132  
  

 

 

 
Composition of Net Assets   

Capital stock, at par

   $ 4,835  

Additional paid-in capital

     48,156,269  

Distributable earnings

     182,028  
  

 

 

 
   $     48,343,132  
  

 

 

 

Net Asset Value Per Share—33 billion shares of capital stock authorized, $.001 par value

 

Class   Net Assets        Shares
Outstanding
       Net Asset
Value
 

 

 
Advisor   $   48,343,132          4,835,194        $   10.00  

 

 

See notes to financial statements.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    33


 

STATEMENT OF OPERATIONS

Year Ended December 31, 2019

 

Investment Income     

Interest (net of foreign taxes withheld of $6,592)

   $     879,906    

Dividends

    

Affiliated issuers

     6,581     $ 886,487  
  

 

 

   
Expenses     

Advisory fee (see Note B)

     47,578    

Transfer agency-Advisor Class

     20,497    

Custodian

     110,263    

Administrative

     78,346    

Audit and tax

     62,409    

Legal

     41,841    

Printing

     34,533    

Registration fees

     25,044    

Directors’ fees

     22,927    

Miscellaneous

     45,897    
  

 

 

   

Total expenses

     489,335    

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

     (394,111  
  

 

 

   

Net expenses

       95,224  
    

 

 

 

Net investment income

       791,263  
    

 

 

 
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions     

Net realized gain (loss) on:

    

Investment transactions

        574,395 (a) 

Forward currency exchange contracts

       1,062,675  

Futures

       (1,028,989

Options written

       29,359  

Swaps

       743,389  

Swaptions written

       17,815  

Foreign currency transactions

       (252,889

Net change in unrealized appreciation/depreciation on:

    

Investments

       2,215,781  

Forward currency exchange contracts

       (848,140

Futures

       47,951  

Options written

       (19,262

Swaps

       (279,559

Swaptions written

       26,196  

Foreign currency denominated assets and liabilities

       21,215  
    

 

 

 

Net gain on investment and foreign currency transactions

       2,309,937  
    

 

 

 

Net Increase in Net Assets from Operations

     $     3,101,200  
    

 

 

 

 

(a)

Net of foreign capital gains taxes of $217.

See notes to financial statements.

 

34    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
December 31,
2019
    Year Ended
December 31,
2018
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 791,263     $ 839,594  

Net realized gain on investment and foreign currency transactions

     1,145,755       1,223,488  

Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities

     1,164,182       (1,092,783
  

 

 

   

 

 

 

Net increase in net assets from operations

     3,101,200       970,299  
Distributions to Shareholders     

Advisor Class

     (1,480,236     (2,305,754

Return of Capital

    

Advisor Class

     – 0  –      (77,538
Capital Stock Transactions     

Net increase

     778,936       2,475,327  
  

 

 

   

 

 

 

Total increase

     2,399,900       1,062,334  
Net Assets     

Beginning of period

     45,943,232       44,880,898  
  

 

 

   

 

 

 

End of period

   $     48,343,132     $     45,943,232  
  

 

 

   

 

 

 

See notes to financial statements.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    35


 

NOTES TO FINANCIAL STATEMENTS

December 31, 2019

 

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 10 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB FlexFee International Bond Portfolio (the “Fund”), a diversified portfolio. The Fund commenced operations on June 28, 2017. The Fund has authorized issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1, and Class 2 shares. Class A, Class B, Class C, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares have not been issued. Advisor Class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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

 

36    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    37


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Bank loan prices are provided by third party pricing services and consist of a composite of the quotes received by the vendor into a consensus price. Certain bank loans are classified as Level 3, as a significant input used in the fair value measurement of these instruments is the market quotes that are received by the vendor and these inputs are not observable.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available,

 

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of December 31, 2019:

 

Investments in

Securities

  Level 1     Level 2     Level 3     Total  

Assets:

       

Governments-Treasuries

  $ – 0  –    $ 21,359,570     $  – 0  –    $ 21,359,570  

Corporates-Investment Grade

    – 0  –      8,425,413       – 0  –      8,425,413  

Quasi-Sovereigns

    – 0  –      3,010,727       – 0  –      3,010,727  

Governments-Sovereign Agencies

    – 0  –      2,352,297       – 0  –      2,352,297  

Collateralized Mortgage Obligations

    – 0  –      2,323,592       – 0  –      2,323,592  

Covered Bonds

    – 0  –      2,219,374       – 0  –      2,219,374  

Inflation-Linked Securities

    – 0  –      2,022,525       – 0  –      2,022,525  

Local Governments-Provincial Bonds

    – 0  –      1,202,235       – 0  –      1,202,235  

Corporates-Non-Investment Grade

    – 0 –      1,171,084       – 0  –      1,171,084  

Commercial Mortgage-Backed Securities

    – 0  –      638,722       – 0  –      638,722  

Governments-Sovereign Bonds

    – 0  –      566,326       – 0  –      566,326  

Supranationals

    – 0  –      554,267       – 0  –      554,267  

Local Governments-Regional Bonds

    – 0  –      462,867       – 0  –      462,867  

Emerging Markets-Treasuries

    – 0  –      377,820       – 0  –      377,820  

Emerging Markets-Sovereigns

    – 0  –      314,228       – 0  –      314,228  

Asset-Backed Securities

    – 0  –      117,214       – 0  –      117,214  

Bank Loans

    – 0  –      116,551       – 0  –      116,551  

Emerging Markets-Corporate Bonds

    – 0  –      18,718       – 0  –      18,718  

Options Purchased-Puts

    – 0  –      6,603       – 0  –      6,603  

Short-Term Investments:

       

Investment Companies

    520,740       – 0  –      – 0  –      520,740  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    520,740       47,260,133       – 0  –      47,780,873  

Other Financial Instruments*:

       

Assets

       

Futures

    75,701       – 0  –      – 0  –       75,701  

Forward Currency Exchange Contracts

    – 0  –      130,606       – 0  –      130,606  

Centrally Cleared Credit Default Swaps

    – 0  –      118,315       – 0 –       118,315  

Credit Default Swaps

    – 0  –      14,779       – 0  –      14,779  

Liabilities

       

Futures

    (100,656     – 0  –      – 0  –       (100,656 ) 

Forward Currency Exchange Contracts

    – 0  –      (777,160     – 0  –      (777,160

Centrally Cleared Credit Default Swaps

    – 0  –      (182,210     – 0  –       (182,210 ) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (230,835     – 0  –       (230,835 ) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   495,785     $   46,333,628     $   – 0  –    $   46,829,413  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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*

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

 

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

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

 

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5. Investment Income and Investment Transactions

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

6. Expense Allocations

Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods.

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $94,183 were deferred and amortized on a straight line basis over a one year period starting from June 28, 2017 (commencement of operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .40% of the Fund’s average daily net assets (“Base Fee”). The advisory fee is increased or decreased from the Base Fee by a performance adjustment (“Performance Adjustment”) that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund (“Measuring Class”) exceeds, or is exceeded by, the performance of the Bloomberg Barclays Global Aggregate ex-USD (USD Hedged) Index (“Index”) plus .70% (“Index Hurdle”) over the Performance Period (as defined below). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts .00429% of the Fund’s average daily net assets for each .01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the prior business day or, if the performance of the Index is made available to the Fund on a daily basis at a time sufficient to permit the calculation of the Performance Adjustment on a current-day basis while maintaining the Fund’s ability to meet applicable deadlines for publishing its

 

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daily net asset value per share, within a reasonable time after the commencement of such availability, through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/- .30% (“Maximum Performance Adjustment”) of the Fund’s average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by .70% or more for the Performance Period. On a monthly basis, the Fund will pay the Adviser the minimum fee rate of .10% on an annualized basis (Base Fee minus the Maximum Performance Adjustment) applied to the average daily net assets for the month. At the end of the Performance Period, the Fund will pay to the Adviser the total advisory fee, less the amount of any minimum fees paid during the Performance Period and any waivers described below. The period over which performance is measured (“Performance Period”) was initially from the commencement of operations to December 31, 2018 and thereafter is each 12-month period beginning on the first day in the month of January through December 31 of the same year. In addition, the Adviser has agreed to waive its advisory fee by limiting the Fund’s accrual of the advisory fee (Base Fee plus Performance Adjustment) on any day to the amount corresponding to the maximum fee rate multiplied by the Fund’s current net assets if such amount is less than the amount that would have been accrued based on the Fund’s average daily net assets for the Performance Period. For the year ended December 31, 2019, the Fund accrued advisory fees of $47,578, as reflected in the statement of operations, at an annual effective rate (excluding the impact from any expense waivers in effect) of .10% of the Fund’s average net assets, which reflected a (.30)% Performance Adjustment of $(142,733).

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total expenses (other than the advisory fee, acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis from exceeding .10% of average daily net assets (the “Expense Cap”). For the year ended December 31, 2019, such reimbursements/waivers amounted to $315,460. The Expense Cap will remain in effect until April 30, 2020 and then may be continued thereafter from year to year by the Adviser. Any fees waived and expenses borne by the Adviser through December 31, 2018 are subject to repayment by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne; such waivers that are subject to repayment amount to $262,859 for the period ended December 31, 2017 and $388,433 for the year ended December 31, 2018. In any case, no repayment will be made that would cause the Fund’s total annual expenses (subject to the exclusions set forth above) to exceed .10% of average daily net assets.

 

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Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended December 31, 2019, the Adviser voluntarily agreed to waive such fees in the amount of $78,346.

The Fund 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 Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $18,000 for the year ended December 31, 2019.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended December 31, 2019, such waiver amounted to $305.

A summary of the Fund’s transactions in AB mutual funds for the year ended December 31, 2019 is as follows:

 

Fund

  Market Value
12/31/18
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
12/31/19
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $   465     $   13,851     $   13,795     $   521     $   7  

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a

 

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result, AXA currently owns 10.1% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

The latest transaction under the Plan, which occurred on November 13, 2019, resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and was deemed an “assignment” causing a termination of the Fund’s investment advisory agreement. In order to ensure that investment advisory services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved a new investment advisory agreement with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. This agreement became effective on November 13, 2019.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2019, were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $   45,707,683      $   43,903,049  

U.S. government securities

     394,031        667,612  

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

 

Cost

   $     46,633,216  
  

 

 

 

Gross unrealized appreciation

   $ 2,238,644  

Gross unrealized depreciation

     (1,380,805
  

 

 

 

Net unrealized appreciation

   $ 857,839  
  

 

 

 

1. Derivative Financial Instruments

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

 

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

 

   

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2019, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/

 

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counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the year ended December 31, 2019, the Fund held futures for hedging and non-hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Fund may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Fund may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for written put options equates to the number of shares multiplied by the

 

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strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

The Fund may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties. The Fund’s maximum payment for written put swaptions equates to the notional amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the year ended December 31, 2019, the Fund held purchased options for non-hedging purposes.

During the year ended December 31, 2019, the Fund held written options for non-hedging purposes.

During the year ended December 31, 2019, the Fund held purchased swaptions for hedging and non-hedging purposes.

During the year ended December 31, 2019, the Fund held written swaptions for hedging and non-hedging purposes.

 

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Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with

 

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the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount. In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended December 31, 2019, the Fund held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

Credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended December 31, 2019, the Fund held credit default swaps for hedging and non-hedging purposes.

Variance Swaps:

The Fund may enter into variance swaps to hedge equity market risk or adjust exposure to the equity markets. Variance swaps are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on underlying asset(s) or index(es). Actual “variance” as used here is defined as the sum of the square of the returns on the reference asset(s) or index(es) (which in effect is a measure of its “volatility”) over the length of the contract term. So the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility.

During the year ended December 31, 2019, the Fund held variance swaps for non-hedging purposes.

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended December 31, 2019, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate
contracts

 

Receivable/Payable for variation margin on futures

 

$

75,701

 

Receivable/Payable for variation margin on futures

 

$

100,656

Interest rate
contracts

     

Receivable/Payable for variation margin on centrally cleared swaps

 

 

230,835

Foreign currency
contracts

 

Unrealized appreciation on forward currency exchange contracts

 

 

130,606

 

 

Unrealized depreciation on forward currency exchange contracts

 

 

777,160

 

Foreign currency
contracts

 

Investments in securities, at value

 

 

6,603

 

   

Credit contracts

  Market value of credit default swaps     14,779      

Credit contracts

  Receivable/Payable for variation margin on centrally cleared swaps     34,774   Receivable/Payable for variation margin on centrally cleared swaps     64,009
   

 

 

     

 

 

 

Total

    $   262,463       $   1,172,660  
   

 

 

     

 

 

 

 

*

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Derivative Type

 

Location of
Gain or (Loss) on
Derivatives Within
Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps   $ 830,815     $  (376,087

Interest rate contracts

  Net realized gain/(loss) on futures; Net change
in unrealized appreciation/depreciation on futures
    (1,028,989     47,951  

Interest rate contracts

  Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investments     (60,805     22,011  

Interest rate contracts

  Net realized gain/(loss) on swaptions written; Net change in unrealized appreciation/depreciation on swaptions written     17,815       26,196  

Foreign currency contracts

  Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps     (43,048     236  

Foreign currency contracts

  Net realized gain/(loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation on forward currency exchange contracts     1,062,675       (848,140

Foreign currency contracts

  Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investments     (36,749     (42,636

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Derivative Type

 

Location of
Gain or (Loss) on
Derivatives Within
Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Foreign currency contracts

  Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation on options written   $ 29,359     $ (19,262

Credit contracts

  Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps     (44,378     96,292  
   

 

 

   

 

 

 

Total

    $ 726,695     $ (1,093,439
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended December 31, 2019.

 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 5,345,725  

Average notional amount of sale contracts

   $ 4,750,638  

Centrally Cleared Interest Rate Swaps

  

Average notional amount

   $ 12,344,075  

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 1,219,769  

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 11,055,873  

Average principal amount of sale contracts

   $ 50,369,410  

Futures:

  

Average notional amount of buy contracts

   $ 10,943,372  

Average notional amount of sale contracts

   $ 10,707,080  

Variance Swaps:

  

Average notional amount

   $ 10,410 (a) 

Options Written:

  

Average notional amount

   $ 1,021,244 (b) 

Purchased Options:

  

Average notional amount

   $ 2,504,402 (c) 

Purchased Swaptions:

  

Average notional amount

   $ 2,855,000 (c) 

Swaptions Written:

  

Average notional amount

   $ 2,605,000 (c) 

 

(a)

Positions were open for four months during the period.

 

(b)

Positions were open for six months during the period.

 

(c)

Positions were open for three months during the period.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of December 31, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the tables.

 

Counterparty

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

Bank of America, NA

  $ 10,407     $ (10,407   $ – 0  –    $ – 0  –    $ – 0  – 

BNP Paribas

    1,506       – 0  –      – 0  –      – 0  –      1,506  

Brown Brothers Harriman & Co.

    48,358       (48,358     – 0  –      – 0  –      – 0  – 

Citibank, NA

    2,213       (2,213     – 0  –      – 0  –      – 0  – 

Credit Suisse International

    35,416       (1,506     – 0  –      – 0  –      33,910  

Deutsche Bank AG

    1,589       – 0  –      – 0  –      – 0  –      1,589  

Goldman Sachs Bank USA

    32,135       (32,135     – 0  –      – 0  –      – 0  – 

Morgan Stanley Capital Services LLC/ Morgan Stanley & Co. International PLC

    16,489       (16,489     – 0  –      – 0  –      – 0  – 

UBS AG

    3,875       (3,875     – 0  –      – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   151,988     $   (114,983   $   – 0  –    $   – 0  –    $   37,005
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

  Derivative
Liabilities
Subject
to a MA
    Derivatives
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral

Pledged*
    Net
Amount of
Derivative
Liabilities
 

Bank of America, NA

  $ 20,637     $ (10,407   $ – 0  –    $ – 0  –    $ 10,230  

Barclays Bank PLC

    18,491       – 0  –      – 0  –      – 0  –      18,491  

Brown Brothers Harriman & Co.

    97,135       (48,358     – 0  –      – 0  –      48,777  

Citibank, NA

    13,968       (2,213     – 0  –      – 0  –      11,755  

Credit Suisse International

    1,506       (1,506     – 0  –      – 0  –      – 0  – 

Goldman Sachs Bank USA

    74,322       (32,135     – 0  –      – 0  –      42,187  

Morgan Stanley Capital Services LLC/ Morgan Stanley & Co. International PLC

      44,370         (16,489       –0  –        –0  –        27,881  

Royal Bank of Scotland PLC

    339,293       – 0  –      – 0  –      – 0  –      339,293  

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Counterparty

  Derivative
Liabilities
Subject
to a MA
    Derivatives
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral

Pledged*
    Net
Amount of
Derivative
Liabilities
 

Standard Chartered Bank.

  $ 85,953     $ – 0  –    $ – 0  –    $ – 0  –    $ 85,953  

UBS AG

    81,485       (3,875     – 0  –      – 0  –      77,610  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   777,160     $   (114,983   $   – 0  –    $   – 0  –    $   662,177
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

^

Net amount represents the net unrealized receivable/payable that would be due from/to the counterparty in the event of default or termination. The net from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE D

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

        
     Shares           Amount        
     Year Ended
December 31,
2019
     Year Ended
December 31,
2018
          Year Ended
December 31,
2019
    Year Ended
December 31,
2018
       
  

 

 

   
Advisor Class              

Shares sold

     28,353        86,184       $ 284,982     $ 860,414    

 

   

Shares issued in reinvestment of dividends and distributions

     99,772        187,697         997,726       1,809,461    

 

   

Shares redeemed

     (50,806      (19,510       (503,772     (194,548  

 

   

Net increase

     77,319        254,371       $ 778,936     $ 2,475,327    

 

   

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

At December 31, 2019, the Adviser owned 99% of the Fund’s outstanding shares. Significant transactions by such shareholder, if any, may impact the Fund’s performance.

NOTE E

Risks Involved in Investing in the Fund

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

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

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

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

Mortgage-Related Securities Risk—Investments in mortgage-related securities are subject to certain additional risks. The value of these securities

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by non-governmental issuers may be subject to other risks, such as higher rates of default in the mortgages or risks associated with the nature and servicing of mortgages backing the securities.

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments in fixed-income securities denominated in foreign currencies or reduce the Fund’s returns.

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

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Over recent years, illiquid investments risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally decline.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended December 31, 2019.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2019 and December 31, 2018 were as follows:

 

     2019     2018  

Distributions paid from:

    

Ordinary income

   $ 1,480,236     $ 2,225,195  

Net long-term capital gains

     – 0  –      80,559  
  

 

 

   

 

 

 

Total taxable distributions paid

     1,480,236       2,305,754  

Return of Capital

     – 0  –      77,538  
  

 

 

   

 

 

 

Total distributions paid

   $     1,480,236     $     2,383,292  
  

 

 

   

 

 

 

As of December 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Accumulated capital losses

   $     (452,997 )(a) 

Other losses

     (240,491 )(b) 

Unrealized appreciation/(depreciation)

     876,944 (c) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     183,456 (d) 
  

 

 

 

 

(a)

As of December 31, 2019, the Fund had a net capital loss carryforward of $370,551. As of December 31, 2019, the Fund had a net post-October capital loss deferral of $82,446.

 

(b)

As of December 31, 2019, the fund had a qualified late-year ordinary loss deferral of $240,491.

 

(c)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of Treasury inflation-protected securities, the tax treatment of callable bonds, the tax treatment of swaps, and the tax deferral of losses on wash sales.

 

(d)

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2019, the Fund had a net short-term capital loss carryforward of $77,642 and a net long-term capital loss carryforward of $292,909, which may be carried forward for an indefinite period.

During the current fiscal year, permanent differences primarily due to taxable overdistributions resulted in a net increase in distributable earnings and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    61


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE H

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Fund has adopted ASU 2017-08, which did not have a material impact on the Fund’s financial position or the results of its operations, and had no impact on the Fund’s net assets.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    Advisor Class  
    Year Ended December 31,    

June 28,

2017(a) to

December 31,

2017

 
  2019     2018  
 

 

 

 

Net asset value, beginning of period

    $  9.66       $  9.97       $  10.00  
 

 

 

 

Income From Investment Operations

     

Net investment income(b)(c)

    .17       .18       .10  

Net realized and unrealized gain on investment and foreign currency transactions

    .48       .03       .00 (d) 
 

 

 

 

Net increase in net asset value from operations

    .65       .21       .10  
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

    (.31     (.48     (.13

Distributions from net realized gain on investment and foreign currency transactions

    – 0  –      (.02     – 0  – 

Return of capital

    – 0  –      (.02     – 0  – 
 

 

 

 

Total dividends and distributions

    (.31     (.52     (.13
 

 

 

 

Net asset value, end of period

    $  10.00       $  9.66       $  9.97  
 

 

 

 

Total Return

     

Total investment return based on net asset value(e)

    6.78  %      2.16  %      1.05  % 

Ratios/Supplemental Data

     

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

    $48,343       $45,943       $44,881  

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(f)

    .20  %      .20  %(g)      .19  %(h) 

Expenses, before waivers/reimbursements(f)

    1.03  %      1.21  %(g)      2.39  %(h) 

Net investment income(c)

    1.66  %      1.85  %      1.95  %(h) 

Portfolio turnover rate

    96  %      85  %      30  % 
     
 

†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying

   

portfolios

    .00  %      .00  %      .01  %(h) 

See footnote summary on page 64.

 

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

Net of expenses waived/reimbursed by the Adviser.

 

(d)

Amount is less than $0.005.

 

(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. Total investment 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 for a period of less than one year is not annualized.

 

(f)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses but bears proportionate shares of the fund fees and expenses (i.e. operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the period ended December 31, 2017, such waiver amounted to 0.01% (annualized).

 

(g)

The advisory fee reflected in the Fund’s expense ratio may be higher or lower than the Base Fee plus Performance Adjustment due to the different time periods over which the fee is calculated (i.e., the financial reporting period vs. the Performance Period).

 

(h)

Annualized.

See notes to financial statements.

 

64    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

AB FlexFee International Bond Portfolio:

Opinion on the Financial Statements:

We have audited the accompanying statement of assets and liabilities of AB FlexFee International Bond Portfolio (the “Fund”) (one of the portfolios constituting AB Bond Fund, Inc. (the “Company”)), including the portfolio of investments, as of December 31, 2019, 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, the financial highlights for each of the two years in the period then ended and the period from June 28, 2017 (commencement of operations) through December 31, 2017 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the portfolios constituting AB Bond Fund, Inc.) at December 31, 2019, 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 its financial highlights for each of the two years in the period then ended and the period from June 28, 2017 (commencement of operations) through December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

February 26, 2020

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    65


 

2019 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund for the calendar year ended December 31, 2019. For foreign shareholders, 17.51% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

 

66    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

BOARD OF DIRECTORS

 

Marshall C. Turner, Jr(1),

Chairman

Jorge A. Bermudez*

Michael J. Downey(1)

Robert M. Keith, President and Chief Executive Officer

  

Nancy P. Jacklin(1)

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

 

OFFICERS

Scott A. DiMaggio(2), Vice President

Douglas J. Peebles(2), **, Vice President

Matthew S. Sheridan(2)Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110

 

  

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

Principal Underwriter

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-6003

  

 

1

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

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Global Fixed-Income Investment Team. Messrs. DiMaggio, Peebles and Sheridan are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

*

Mr. Bermudez will be a member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee when he joins the Board on January 1, 2020.

 

**

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

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    67


 

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*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB 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

59

(2015)

  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.     91     None

 

68    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


 

MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
   

Marshall C. Turner, Jr.,##

Chairman of the Board

78

(2015)

  Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     91     Xilinx, Inc. (programmable logic semi-conductors) since 2007

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    69


 

MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
(continued)
   

Jorge A. Bermudez,^

68

(2020)

  Private investor since prior to 2015. Former Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since 2020.     91     Moody’s Corporation since April 2011
     

Michael J. Downey,##

76

(2015)

  Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. 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.     91     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
(continued)
   

Nancy P. Jacklin,##

71

(2015)

  Private Investor since prior to 2015. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     91     None

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    71


 

MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
(continued)
   

Carol C. McMullen,##

64

(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     91     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
(continued)
   

Garry L. Moody,##

67

(2015)

  Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council Governing Council. He has served as a director or trustee and as Chairman of the Audit Committees of the AB Funds since 2008.     91     None

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    73


 

MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
 

PORTFOLIOS
IN AB FUND

COMPLEX
OVERSEEN BY
DIRECTOR

    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
DISINTERESTED DIRECTORS
(continued)
   

Earl D. Weiner,##

80

(2015)

  Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.     91     None

 

*

The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal & Compliance Department – Mutual Fund Legal, 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 Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

^

Mr. Bermudez will be a member of the Audit Committee, the Governance and Nominating Committee and Independent Directors Committee when he joins the Board on January 1, 2020.

 

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MANAGEMENT OF THE FUND (continued)

 

Officer Information

 

Robert M. Keith

59

   President and Chief Executive Officer    See biography above.
     

Scott A. DiMaggio

48

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2015. He is also Co-Head of Fixed Income.
     

Douglas J. Peebles^

54

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2015. He is also Chief investment Officer of Fixed Income.
     

Matthew S. Sheridan

44

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2015.
     

Emilie D. Wrapp

64

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
     

Michael B. Reyes

43

   Senior Analyst    Vice President of the Adviser**, with which he has been associated since prior to 2015.
     

Joseph J. Mantineo

60

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2015.
     

Phyllis J. Clarke

59

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2015.
     

Vince S. Noto

55

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

 

*

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.

 

^

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

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

abfunds.com   AB FLEXFEE INTERNATIONAL BOND PORTFOLIO    |    75


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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB FlexFeeTM International Bond Portfolio (the “Fund”) at a meeting held on November 4-6, 2019 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the performance-based advisory fee (which consists of a base fee plus or minus a performance adjustment) and considered materials presented to them concerning the SEC’s published guidance on factors that should be considered in connection with fulcrum fee arrangements, including the following factors: (1) the fairness of the fulcrum fee; (2) selection of an appropriate index against which fund performance should be measured; (3) variations in periods used for computing average asset values and performance; (4) length of period over which performance is computed; (5) computation of performance over a rolling period; (6) performance for transitional periods; (7) computation of the performance of the fund and the index with respect to payment of dividends and capital gains distributions; and (8) avoidance of basing significant fee adjustments upon random or insignificant differences. The directors did not identify any

 

76    |    AB FLEXFEE INTERNATIONAL BOND PORTFOLIO   abfunds.com


particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the performance-based advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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. The Adviser did not request any reimbursements from the Fund in the Fund’s latest fiscal year. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for the period ended December 31, 2017 and calendar year 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency and distribution services to the Fund. The directors recognized that it is difficult to make comparisons

 

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of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed. The directors noted that, due to the performance fee component of the advisory fee, profitability would tend to be higher with better performance relative to the Fund’s benchmark index, which they considered to create an appropriate alignment of incentives.

Fall-Out Benefits

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-year period ended July 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included

 

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in the fees payable by other funds. The directors considered the Fund’s contractual effective advisory fee rate against a peer group median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

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

 

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In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Advisor Class shares of the Fund in comparison to a peer group and a peer universe selected by each 15(c) service provider. The Advisor Class expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s 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 Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had previously discussed their strong preference 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 presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. 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 Fund, 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 Fund’s asset levels (which were well below the level at which they would anticipate adding an initial breakpoint) and its profitability (currently unprofitable) to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio1

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio1

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

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

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

1

Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB FLEXFEE INTERNATIONAL BOND PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

 

FFIB-0151-1219                 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 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 FlexFee International Bond

     2018      $ 33,879      $ 2,000      $ 24,350  
     2019      $ 33,879      $ —        $ 28,031  

AB FlexFee High Yield

     2018    $ 112,671         $ 41,164  
     2018 **     $ 95,158      $ —        $ 18,512  
     2019      $ 111,951      $ —        $ 26,517  

 

*

Year Ended October 2018

**

Year Ended December 2018

(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
     Total Amount of
Foregoing Column Pre-
approved by the Audit
Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB FlexFee International Bond

     2018     $ 790,948      $

$

$

26,350

(2,000

(24,350

 

     2019     $ 872,087      $

$

$

28,031

—  

(28,031

 

 

AB FlexFee High Yield

     2018   $ 598,743      $

$

$

41,164

—  

(41,164

 

 

     2018 **    $ 783,110      $

$

$

18,512

—  

(18,512

 

 

     2019     $ 870,572      $

$

$

26,517

—  

(26,517

 

 

 

*

Year Ended October 2018

**

Year Ended December 2018

(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.    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.    DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13.    EXHIBITS.

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

 

EXHIBIT

    NO.    

 

DESCRIPTION OF EXHIBIT

12 (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:   February 28, 2020

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

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
Date:   February 28, 2020
By:  

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer
Date:   February 28, 2020

 

Exhibit 12(a) (1)

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

 

I.

Covered Officers/Purpose of the Code

The AllianceBernstein Mutual Fund Complex’s code of ethics (this “Code”) for the investment companies within the complex (collectively, the “Funds” and each, a “Company”) applies to each Company’s Principal Executive Officer, Principal Financial and Accounting Officer and Controller (the “Covered Officers,” each of whom is set forth in Exhibit A) for the purpose of promoting:

 

 

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

 

full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

 

 

compliance with applicable laws and governmental rules and regulations;

 

 

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

 

accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. For the purposes of this Code, members of the Covered Officer’s family include his or her spouse, children, stepchildren, financial dependents, parents and stepparents.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.


Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company’s Board of Directors or Trustees (the “Directors”) that the Covered Officers may also be officers or employees of one or more of the other Funds or of other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Each Covered Officer must:

 

 

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

 

 

not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;

 

 

not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

 

2


There are some conflict of interest situations, whether involving a Covered Officer directly or a member of his family, that should always be discussed with the General Counsel of Alliance Capital Management L.P. (the “General Counsel”), if material. Examples of these include:

 

 

service as a director on the board of directors or trustees of any public or private company (other than a not-for-profit organization);

 

 

the receipt of any non-nominal gifts;

 

 

the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

 

any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

 

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

III.

Disclosure and Compliance

 

 

Each Covered Officer should familiarize himself with the disclosure requirements and disclosure controls and procedures generally applicable to the Company;

 

 

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

 

 

each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

3


 

it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV.

Reporting and Accountability

Each Covered Officer must:

 

 

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the General Counsel that he has received, read, and understands the Code;

 

 

annually thereafter affirm to the General Counsel that he has complied with the requirements of the Code;

 

 

complete at least annually a questionnaire relating to affiliations or other relationships that may give rise to conflicts of interest;

 

 

not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and

 

 

notify the General Counsel promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, waivers sought by a Covered Officer will be considered by the Company’s Audit Committee (the “Committee”).

The Company will follow these procedures in investigating and enforcing this Code:

 

 

the General Counsel will take all appropriate action to investigate any potential violations reported to him;

 

 

if, after such investigation, the General Counsel believes that no material violation has occurred, the General Counsel is not required to take any further action;

 

 

any matter that the General Counsel believes is a material violation will be reported to the Committee;

 

 

if the Committee concurs that a material violation has occurred, it will inform and make a recommendation to the Directors, who will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

 

 

the Committee will be responsible for granting waivers, as appropriate; and

 

 

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

4


V.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company’s adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, it is understood that this Code is in all respects separate and apart from, and operates independently of, any such policies and procedures. In particular, the Company’s and its investment adviser’s and principal underwriter's codes of ethics under Rule 17j-l under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI.

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Directors, including a majority of independent directors.

 

VII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Directors, the investment adviser, their counsel, counsel to the Company and, if deemed appropriate by the Directors of the Company, to the Directors of the other Funds.

 

VIII.

 Internal Use

The Code is intended solely for internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

Date: July 22, 2003, as amended March 17, 2004

 

5


Exhibit A

Persons Covered by this Code of Ethics

Principal Executive Officer

Principal Financial and Accounting Officer

Controller

 

6

Exhibit 12(b)(1)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert M. Keith, President of AB Bond Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AB Bond Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2020

 

/s/ Robert M. Keith

Robert M. Keith
President


Exhibit 12(b)(2)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Joseph J. Mantineo, Treasurer and Chief Financial Officer of AB Bond Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AB Bond Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information ; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2020

 

/s/ Joseph J. Mantineo

Joseph J. Mantineo
Treasurer and Chief Financial Officer

 

EXHIBIT 12(c)

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of AB Bond Fund, Inc. (the “Registrant”), hereby certifies that the Registrant’s report on Form N-CSR for the period ended December 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: February 28, 2020

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
By:  

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.