NOV    11.30.22

LOGO

 

ANNUAL REPORT

AB ULTRA SHORT INCOME ETF

(NYSE: YEAR)

 

LOGO

 


 

A discussion of the Fund’s investment performance is not included in this report. AllianceBernstein L.P. would like to thank you for your interest in the Fund.

 

 
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. AB publishes full portfolio holdings for the Fund daily at www.abfunds.com.

Foreside Fund Services, LLC (“Foreside”) is the distributor of the fund. Foreside is a member of FINRA.

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’re pleased to provide this report for the AB Ultra Short Income ETF.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB exchange-traded funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB ETFs

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    1


 

EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including broker commissions on purchases and sales of shares and (2) ongoing costs, including management 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 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.

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 brokerage commissions. Therefore, the second line of the table 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.

 

2    |    AB ULTRA SHORT INCOME ETF

  abfunds.com


 

EXPENSE EXAMPLE (continued)

 

    Beginning
Account Value
June 1,
2022
    Ending
Account Value
November 30,
2022
    Expenses
Paid
During
Period*
    Annualized
Expense
Ratio*
 

Actual

  $   1,000     $   1,004.60     $   0.54 **      0.25 %** 

Hypothetical***

  $ 1,000     $ 1,023.82     $ 1.27       0.25

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Expenses paid are based on the period from September 14, 2022 (commencement of operations) and are equal to the class’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 78/365 (to reflect the since inception period).

 

***

Assumes 5% annual return before expenses.

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    3


 

PORTFOLIO SUMMARY

November 30, 2022 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $150.0

 

 

 

LOGO

 

1

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).

 

4    |    AB ULTRA SHORT INCOME ETF

  abfunds.com


 

PORTFOLIO OF INVESTMENTS

November 30, 2022

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

CORPORATES - INVESTMENT GRADE – 70.8%

      

Financial Institutions – 42.5%

      

Banking – 33.2%

      

ABN AMRO Bank NV
4.75%, 07/28/2025(a)

    U.S.$       2,206      $ 2,139,357  

AIB Group PLC
4.263%, 04/10/2025(a)

      2,191        2,109,955  

American Express Co.
3.40%, 02/27/2023

      745        742,653  

Bank of America Corp.
0.976%, 04/22/2025

      1,006        941,374  

3.458%, 03/15/2025

      1,001        974,724  

3.55%, 03/05/2024

      90        89,535  

Barclays PLC
1.007%, 12/10/2024

      640        605,229  

3.932%, 05/07/2025

      997        961,776  

4.375%, 09/11/2024

      540        530,005  

BNP Paribas SA
3.25%, 03/03/2023

      508        506,029  

4.375%, 09/28/2025(a)

      1,694        1,615,856  

BPCE SA
5.15%, 07/21/2024(a)

      2,167        2,122,598  

Capital One Financial Corp.
4.166%, 05/09/2025

      1,884        1,836,787  

Cooperatieve Rabobank UA
4.375%, 08/04/2025

      1,952        1,898,398  

Danske Bank A/S
5.375%, 01/12/2024(a)

      2,119        2,106,307  

Discover Bank
3.35%, 02/06/2023

      639        636,770  

4.20%, 08/08/2023

      1,657        1,644,208  

Fifth Third Bank NA
1.80%, 01/30/2023

      503        500,535  

Goldman Sachs Group, Inc. (The)
0.925%, 10/21/2024

      288        274,746  

1.757%, 01/24/2025

      1,912        1,822,671  

HSBC Holdings PLC
3.803%, 03/11/2025

      754        730,174  

3.95%, 05/18/2024

      1,361        1,344,709  

JPMorgan Chase & Co.
3.559%, 04/23/2024

      1,887        1,873,300  

3.797%, 07/23/2024

      144        142,468  

Lloyds Banking Group PLC
3.87%, 07/09/2025

      1,081        1,042,570  

4.05%, 08/16/2023

      1,047        1,037,032  

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    5


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Mitsubishi UFJ Financial Group, Inc.
0.848%, 09/15/2024

    U.S.$       2,186      $ 2,100,768  

Mizuho Financial Group, Inc.
0.849%, 09/08/2024

      1,954        1,876,563  

1.241%, 07/10/2024

      263        255,557  

Morgan Stanley
0.79%, 05/30/2025

      1,003        928,948  

0.791%, 01/22/2025

      580        545,374  

3.62%, 04/17/2025

      644        627,617  

Nationwide Building Society
1.00%, 08/28/2025(a)

      510        451,432  

NatWest Group PLC
4.269%, 03/22/2025

      1,335        1,296,045  

4.519%, 06/25/2024

      790        781,642  

PNC Bank NA
2.50%, 08/27/2024

      539        518,507  

Royal Bank of Canada
Series G
1.95%, 01/17/2023

      76        75,758  

Societe Generale SA
5.00%, 01/17/2024(a)

      2,149        2,118,162  

Standard Chartered PLC
3.785%, 05/21/2025(a)

      2,202        2,111,586  

Sumitomo Mitsui Banking Corp.
3.95%, 01/10/2024

      430        423,662  

Series G
3.65%, 07/23/2025

      621        598,520  

Synchrony Bank
5.40%, 08/22/2025

      1,901        1,861,687  

Wells Fargo & Co.
1.654%, 06/02/2024

      1,623        1,593,753  

4.48%, 01/16/2024

      487        484,726  

Western Union Co. (The)
2.85%, 01/10/2025

      1,009        961,123  
      

 

 

 
         49,841,196  
      

 

 

 

Brokerage – 0.4%

      

Charles Schwab Corp. (The)
3.55%, 02/01/2024

      532        524,504  
      

 

 

 

Finance – 3.0%

      

Aircastle Ltd.
4.125%, 05/01/2024

      2,190        2,111,620  

Aviation Capital Group LLC
5.50%, 12/15/20204(a)

      2,175        2,133,740  

Synchrony Financial
4.50%, 07/23/2025

      239        228,831  
      

 

 

 
         4,474,191  
      

 

 

 

 

6    |    AB ULTRA SHORT INCOME ETF

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Insurance – 0.7%

      

American International Group, Inc.
2.50%, 06/30/2025

    U.S.$       95      $ 89,856  

MetLife, Inc.
3.60%, 04/10/2024

      1,016        996,726  
      

 

 

 
         1,086,582  
      

 

 

 

REITs – 5.2%

      

American Tower Corp.
3.00%, 06/15/2023

      1,055        1,041,844  

3.50%, 01/31/2023

      1,029        1,026,294  

Brixmor Operating Partnership LP
3.65%, 06/15/2024

      1,142        1,107,295  

3.85%, 02/01/2025

      1,006        968,697  

GLP Capital LP/GLP Financing II, Inc.
5.375%, 11/01/2023

      1,848        1,831,276  

Host Hotels & Resorts LP
Series E
4.00%, 06/15/2025

      1,958        1,873,806  
      

 

 

 
         7,849,212  
      

 

 

 
         63,775,685  
      

 

 

 

Industrial – 25.2%

      

Basic – 1.8%

      

Eastman Chemical Co.
3.80%, 03/15/2025

      1,000        976,970  

Linde, Inc.
2.70%, 02/21/2023

      351        349,196  

Nucor Corp.
2.00%, 06/01/2025

      429        400,064  

3.95%, 05/23/2025

      1,014        993,456  
      

 

 

 
         2,719,686  
      

 

 

 

Capital Goods – 3.7%

      

CNH Industrial Capital LLC
3.95%, 05/23/2025

      1,014        987,677  

John Deere Capital Corp.
2.80%, 03/06/2023

      1,808        1,798,888  

Parker-Hannifin Corp.
2.70%, 06/14/2024

      1,007        967,948  

Westinghouse Air Brake Technologies Corp.
4.40%, 03/15/2024

      1,899        1,866,356  
      

 

 

 
         5,620,869  
      

 

 

 

Communications - Media – 2.6%

      

Charter Communications Operating LLC/Charter Communications Operating Capital
4.50%, 02/01/2024

      206        203,660  

4.908%, 07/23/2025

      1,910        1,878,313  

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    7


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Time Warner Cable Enterprises LLC
8.375%, 03/15/2023

    U.S.$       1,837      $ 1,856,454  
      

 

 

 
         3,938,427  
      

 

 

 

Consumer Cyclical - Automotive – 0.9%

      

Hyundai Capital America
1.00%, 09/17/2024(a)

      1,508        1,387,390  
      

 

 

 

Consumer Cyclical - Other – 0.7%

      

Lennar Corp.
4.50%, 04/30/2024

      1,000        985,710  
      

 

 

 

Consumer Cyclical - Retailers – 0.7%

      

Ross Stores, Inc.
4.60%, 04/15/2025

      162        161,447  

Walmart, Inc.
2.55%, 04/11/2023

      881        873,688  
      

 

 

 
         1,035,135  
      

 

 

 

Consumer Non-Cyclical – 6.5%

      

Altria Group, Inc.
2.35%, 05/06/2025

      1,009        949,106  

Cardinal Health, Inc.
3.079%, 06/15/2024

      803        778,396  

Gilead Sciences, Inc.
2.50%, 09/01/2023

      955        937,972  

Philip Morris International, Inc.
5.125%, 11/15/2024

      2,000        2,001,180  

Reynolds American, Inc.
4.45%, 06/12/2025

      1,930        1,898,637  

Royalty Pharma PLC
0.75%, 09/02/2023

      1,946        1,880,342  

Tyson Foods, Inc.
3.95%, 08/15/2024

      422        414,788  

Zimmer Biomet Holdings, Inc.
1.45%, 11/22/2024

      386        358,328  

3.55%, 04/01/2025

      511        493,943  
      

 

 

 
         9,712,692  
      

 

 

 

Energy – 3.2%

      

Baker Hughes Holdings LLC / Baker Hughes Co-Obligor, Inc.
1.231%, 12/15/2023

      219        211,129  

Canadian Natural Resources Ltd.
3.90%, 02/01/2025

      485        474,708  

Chevron Corp.
1.141%, 05/11/2023

      316        311,162  

Exxon Mobil Corp.
1.571%, 04/15/2023

      764        754,939  

 

8    |    AB ULTRA SHORT INCOME ETF

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Kinder Morgan Energy Partners LP
4.15%, 02/01/2024

    U.S.$       111      $ 109,553  

Marathon Petroleum Corp.
4.70%, 05/01/2025

      1,018        1,009,052  

TotalEnergies Capital International SA
2.434%, 01/10/2025

      1,006        963,899  

Williams Cos., Inc. (The)
4.30%, 03/04/2024

      1,002        991,539  
      

 

 

 
         4,825,981  
      

 

 

 

Services – 0.2%

      

Global Payments, Inc.
2.65%, 02/15/2025

      271        254,702  
      

 

 

 

Technology – 3.8%

      

Dell International LLC / EMC Corp.
5.45%, 06/15/2023

      1,863        1,863,410  

Microchip Technology, Inc.
2.67%, 09/01/2023

      1,915        1,873,943  

4.333%, 06/01/2023

      206        204,638  

Microsoft Corp.
2.375%, 05/01/2023

      853        844,999  

Skyworks Solutions, Inc.
0.90%, 06/01/2023

      858        837,794  
      

 

 

 
         5,624,784  
      

 

 

 

Transportation - Railroads – 1.1%

      

Burlington Northern Santa Fe LLC
3.85%, 09/01/2023

      142        141,216  

Norfolk Southern Corp.
2.903%, 02/15/2023

      94        93,550  

Union Pacific Corp.
3.50%, 06/08/2023

      1,470        1,457,814  
      

 

 

 
         1,692,580  
      

 

 

 
         37,797,956  
      

 

 

 

Utility – 3.1%

      

Electric – 3.1%

      

DTE Energy Co.
4.22%, 11/01/2024

      1,005        987,674  

Eversource Energy
4.20%, 06/27/2024

      800        789,184  

MidAmerican Energy Co.
3.50%, 10/15/2024

      223        218,466  

NextEra Energy Capital Holdings, Inc.
0.65%, 03/01/2023

      136        134,606  

4.255%, 09/01/2024

      1,002        988,834  

Southern Co. (The)
2.95%, 07/01/2023

      1,287        1,271,890  

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    9


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

WEC Energy Group, Inc.
0.55%, 09/15/2023

    U.S.$       227      $ 219,078  
      

 

 

 
         4,609,732  
      

 

 

 

Total Corporates - Investment Grade
(cost $106,255,445)

         106,183,373  
  

 

 

 
      

AGENCIES – 11.3%

      

Agency Debentures – 11.3%

      

Federal Farm Credit Banks Funding Corp.
Series 0000
3.855% (SOFR + 0.04%), 05/06/2024(b)

      3,000        2,997,240  

3.90% (FedFundEffective + 0.07%), 09/16/2024(b)

      3,000        2,994,480  

4.19% (FedFundEffective + 0.36%), 12/12/2022(b)

      2,000        2,001,020  

Series 01
3.83% (SOFR + 0.02%), 04/10/2023(b)

      3,000        2,999,112  

Federal Home Loan Banks
3.84% (SOFR + 0.03%), 03/21/2023(b)

      3,000        2,999,682  

Series 0006
3.83% (SOFR + 0.02%), 01/23/2023(b)

      3,000        2,999,759  
      

 

 

 

Total Agencies
(cost $16,998,903)

         16,991,293  
      

 

 

 
      

GOVERNMENTS - TREASURIES – 4.0%

      

United States – 4.0%

      

U.S. Treasury Notes
4.257% (USBMMY3M - 0.08%), 04/30/2024(b)

      3,000        2,994,672  

4.369% (USBMMY3M + 0.04%), 07/31/2024(b)

      3,000        2,998,025  
      

 

 

 

Total Governments - Treasuries
(cost $5,995,318)

         5,992,697  
      

 

 

 
      

SHORT-TERM INVESTMENTS – 13.1%

      

U.S. Treasury Bills – 6.0%

      

U.S. Treasury Bill
Zero Coupon, 12/13/2022

      3,000        2,996,450  

Zero Coupon, 01/19/2023

      3,000        2,983,871  

Zero Coupon, 04/20/2023

      3,000        2,948,783  
      

 

 

 

Total U.S. Treasury Bills
(cost $8,931,132)

         8,929,104  
      

 

 

 

 

10    |    AB ULTRA SHORT INCOME ETF

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

          Principal
Amount
(000)
     U.S. $ Value  

 

 

Agencies – 5.9%

 

Agency Discount Notes – 5.9%

 

Federal Home Loan Bank Discount Notes
Zero Coupon, 01/26/2023

    U.S.$       3,000      $ 2,977,158  

Zero Coupon, 01/19/2023

      3,000        2,979,925  

Zero Coupon, 04/12/2023

      3,000        2,947,210  
      

 

 

 

Total Agencies
(cost $8,919,155)

         8,904,293  
      

 

 

 
          Shares         

Investment Companies – 1.2%

      

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB,
3.50%(c)(d)(e)
(cost $1,863,941)

      1,863,941        1,863,941  
      

 

 

 

Total Short-Term Investments
(cost $19,714,228)

         19,697,338  
  

 

 

 

Total Investments – 99.2%
(cost $148,963,894)

         148,864,701  

Other assets less liabilities – 0.8%

         1,137,741  
  

 

 

 

Net Assets – 100.0%

       $ 150,002,442  
  

 

 

 

FUTURES (see Note D)

 

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

Sold Contracts

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

   16    March 2023    $    3,285,750    $    (8,750)

 

(a)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At November 30, 2022, the aggregate market value of these securities amounted to $18,296,383 or 12.2% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at November 30, 2022.

 

(c)

Affiliated investments.

 

(d)

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

 

(e)

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

 

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AB ULTRA SHORT INCOME ETF    |    11


 

PORTFOLIO OF INVESTMENTS (continued)

 

Glossary:

CBT – Chicago Board of Trade

FedFundEffective – Federal Funds Effective Rate

REIT – Real Estate Investment Trust

SOFR – Secured Overnight Financing Rate

USBMMY3M – U.S. Treasury 3 Month Bill Money Market Yield

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

November 30, 2022

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $147,099,953)

   $ 147,000,760  

Affiliated issuers (cost $1,863,941)

     1,863,941  

Cash collateral due from broker

     18,800  

Interest receivable

     1,150,805  

Affiliated dividends receivable

     5,145  
  

 

 

 

Total assets

     150,039,451  
  

 

 

 
Liabilities   

Advisory fee payable

     30,510  

Payable for variation margin on futures

     6,499  
  

 

 

 

Total liabilities

     37,009  
  

 

 

 

Net Assets

   $ 150,002,442  
  

 

 

 
Composition of Net Assets   

Paid-in capital

   $ 150,050,000  

Accumulated loss

     (47,558
  

 

 

 

Net Assets

   $     150,002,442  
  

 

 

 

Net Asset Value Per Share—unlimited shares of the Fund authorized, No par value (based on 3,001,000 shares outstanding)

   $ 49.98  
  

 

 

 

 

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AB ULTRA SHORT INCOME ETF    |    13


 

STATEMENT OF OPERATIONS

For the Period from September 14, 2022(a) to November 30, 2022

 

Investment Income     

Interest

   $     1,308,840    

Dividends—Affiliated issuers

     38,056     $ 1,346,896  
  

 

 

   
Expenses     

Advisory fee (see Note B)

     79,767    
  

 

 

   

Total expenses

     79,767    

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

     (1,560  
  

 

 

   

Net expenses

       78,207  
    

 

 

 

Net investment income

           1,268,689  
    

 

 

 
Realized and Unrealized Loss on Investment Transactions     

Net realized loss on:

    

Investment transactions

       (462,957

Futures

       (14,303

Net change in unrealized appreciation (depreciation) of:

    

Investments

       (99,193

Futures

       (8,750
    

 

 

 

Net loss on investment transactions

       (585,203
    

 

 

 

Net Increase in Net Assets from Operations

     $ 683,486  
    

 

 

 

 

(a)

Commencement of operations.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     September 14,
2022(a) to

November 30,
2022
 
Increase (Decrease) in Net Assets from Operations

 

Net investment income

   $ 1,268,689  

Net realized loss on investment transactions

     (477,260

Net change in unrealized appreciation (depreciation) of investments

     (107,943
  

 

 

 

Net increase in net assets from operations

     683,486  

Distribution to Shareholders

     (731,044
Transactions in Shares of the Fund   

Net increase (decrease)

     150,050,000  
  

 

 

 

Total increase

     150,002,442  
Net Assets

 

Beginning of period

     – 0  – 
  

 

 

 

End of period

   $     150,002,442  
  

 

 

 

 

(a)

Commencement of operations.

 

abfunds.com  

AB ULTRA SHORT INCOME ETF    |    15


 

NOTES TO FINANCIAL STATEMENTS

November 30, 2022

 

NOTE A

Significant Accounting Policies

The AB Active ETFs, Inc. (the “Corporation”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Corporation, which is a Maryland corporation, operates as a series company comprised of two funds currently in operation. Each fund is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Ultra Short Income ETF (the “Fund”). The Fund commenced investment operations on September 14, 2022. 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 market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Fund’s Board of Trustees (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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. 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.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more 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.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of November 30, 2022:

 

Investments in
Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

 

Corporates – Investment Grade

   $ – 0  –    $ 106,183,373     $ – 0  –    $ 106,183,373  

Agencies

     – 0  –      16,991,293       – 0  –      16,991,293  

Governments – Treasuries

     – 0  –      5,992,697       – 0  –      5,992,697  

Short-Term Investments:

     – 0  –        – 0  –   

U.S. Treasury Bills

     – 0  –      8,929,104       – 0  –      8,929,104  

Agencies

     – 0  –      8,904,293       – 0  –      8,904,293  

Investment Companies

     1,863,941       – 0  –      – 0  –      1,863,941  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     1,863,941       147,000,760       – 0  –      148,864,701  

Other Financial Instruments(a):

        

Assets

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

Liabilities:

 

Futures

     (8,750     – 0  –      – 0  –      (8,750 )(b) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $   1,855,191     $   147,000,760     $   – 0  –    $   148,855,951  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

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

 

(b)

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

3. 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 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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 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 tax year) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Offering Expenses

The Adviser has agreed to pay all of the Fund’s organization and offering costs. The Fund is not obligated to repay any such organizational expenses or offering costs paid by the Adviser.

6. 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 gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. Investment transactions are accounted for on the date the securities are purchased or sold. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser a unitary advisory fee at an annual rate of .25% of the Fund’s average daily net assets. The fees are accrued daily and paid monthly.

Under the investment advisory agreement, in accordance with the unitary fee structure, the Adviser bears the cost of various third-party services required by the Fund, including audit, custodial, accounting, certain legal and transfer agency costs. Also under the investment advisory agreement, the Adviser will reimburse the Fund for the Fund’s share of the acquired funds fees and expenses (advisory fees and other expenses) of any pooled investment vehicle for which the Adviser serves as investment adviser. For the period ended November 30, 2022, such waiver/reimbursements relating to the Fund’s investment in AB Government Money Market Portfolio amounted to $1,560.

A summary of the Fund’s transactions in AB mutual funds for the period ended November 30, 2022 is as follows:

 

Fund

   Market
Value
11/30/21
(000)
    Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market
Value
11/30/22
(000)
     Dividend
Income
(000)
 

Government Money Market Portfolio

   $   – 0  –    $   36,706      $   34,842      $   1,864      $   38  

NOTE C

Distribution Plan

The Fund has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 of the Act which permits the Fund to pay distribution and servicing fees not to exceed .25% per year of each Fund’s average daily net assets. No such fees are currently paid.

 

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AB ULTRA SHORT INCOME ETF    |    21


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding in-kind capital share transactions and short-term investments) for the period ended November 30, 2022 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     109,280,689      $     27,603,263  

U.S. government securities

     11,993,420        2,988,333  

For the period ended November 30, 2022, the Fund had no in-kind purchases and in-kind sales.

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

 

Cost

   $     148,963,894  
  

 

 

 

Gross unrealized appreciation

   $ 333,211  

Gross unrealized depreciation

     (432,404
  

 

 

 

Net unrealized depreciation

   $ (99,193
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Futures

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

 

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 period ended November 30, 2022, the Fund held futures for hedging purposes.

During the period ended November 30, 2022, 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

 
 
 
   
$

8,750

       

 

 

 

Total

        $   8,750  
       

 

 

 

 

*

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 futures; Net change in unrealized appreciation (depreciation) of futures    $ (14,303   $ (8,750
    

 

 

   

 

 

 

Total

     $   (14,303   $   (8,750
    

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the period ended November 30, 2022:

 

Futures:

  

Average notional amount of buy contracts

     1,441,563 (a) 

Average notional amount of sale contracts

   $   1,366,281 (b) 

 

(a)

Positions were open for less than one month during the period.

 

(b)

Positions were open for three months during the period.

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 E

Shares of the Fund

The Fund’s shares may only be bought and sold in a secondary market through a broker-dealer at a market price. Because ETF shares trade at market prices rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The Fund issues and redeems shares at its NAV only in aggregations of a specified number of shares (a creation unit) generally in exchange for a designated portfolio of securities and/or cash (including any portion of such securities for which cash may be substituted). A fixed transaction fee is imposed on authorized participants in connection with creation unit redemption and creation transactions. Authorized participants may be required to pay an additional

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

variable charge to cover certain costs and expenses related to the execution of trades resulting from creation unit transactions. Such variable charges, if any, are included in other capital within the Statements of Changes in Net Assets.

Transactions in shares of the Fund were as follows:

 

     
    Shares     Amount        
    September 14,
2022(a) to
November 30,
2022
    September 14,
2022(a) to
November 30,
2022
       
 

 

 

   

Shares sold

    3,001,000     $ 150,050,000    

 

   

Net increase

    3,001,000     $   150,050,000    

 

   

 

(a)

Commencement of operations.

NOTE F

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), interest rate levels, and regional and global conflicts, that affect large portions of the market.

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

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates, the potential effect of monetary policy initiatives and the resulting market reactions to those initiatives.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

Mortgage-Related and Other Asset-Backed Securities Risk—Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by nongovernmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities. Some mortgage-backed securities are “TBA” securities, which have additional risks.

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

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 and large positions. Foreign fixed-income securities may have more illiquid investments risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally decline.

Active Trading Risk—The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate may greatly exceed 100%. A higher rate of portfolio turnover increases transaction

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests to the extent these expenses are not waived or reimbursed by the Adviser.

ETF Share Price and Net Asset Value—The Fund’s shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”). Shares are bought and sold in the secondary market at market prices. The net asset value per share (“NAV”) of the Fund will fluctuate with changes in the market value of the Fund’s holdings. The Fund’s NAV is calculated once per day, at the end of the day. The market price of a share on the Exchange could be higher than the NAV (premium), or lower than the NAV (discount) and may fluctuate during the trading day. Disruptions in the creations and redemptions process or the existence of extreme market volatility could result in the Fund’s shares trading above or below NAV. Given the nature of the markets for certain investments that may be made by the Fund, shares may trade at a larger premium or discount to the NAV than shares of other ETFs. In addition, in stressed market conditions, the market for Fund shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings.

Active Trading Market Risk—There is no guarantee that an active trading market for Fund shares will exist at all times. In times of market stress, markets can suffer erratic or unpredictable trading activity, extraordinary volatility or wide bid/ask spreads, which could cause some market makers and Authorized Participants to reduce their market activity or “step away” from making a market in ETF shares, and market makers and Authorized Participants are not obligated to place or execute purchase and redemption orders. This could cause the Fund’s market price to deviate, materially, from the NAV, and reduce the effectiveness of the ETF arbitrage process. Any absence of an active trading market for Fund shares could lead to a heightened risk that there will be a difference between the market price of a Fund share and the underlying value of the Fund share.

Authorized Participant Risk—Only a limited number of financial institutions that enter into an authorized participant agreement with the Fund may engage in creation or redemption transactions. If the Fund’s Authorized Participants decide not to create or redeem shares, Fund shares may trade at a premium or discount to the Fund’s net asset value.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

If Authorized Participants do not proceed with creation and redemption orders for shares, the Fund could face trading halts or de-listing.

LIBOR Transition and Associated Risk—A Fund may be exposed to 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 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. The FCA and LIBOR’s administrator, ICE Benchmark Administration, have since announced that most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) will no longer be published after the end of 2021 but that the most widely used U.S. Dollar LIBOR settings will continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the secured overnight funding rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions.

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 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 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, potentially adversely affecting a 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 refer-

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

ence rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed ETF. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the period ended November 30, 2022 was as follows:

 

     2022  

Distributions paid from:

  

Ordinary income

   $     731,044  
  

 

 

 

Total taxable distributions

   $ 731,044  
  

 

 

 

As of November 30, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $     537,645  

Accumulated capital and other losses

     (486,010 )(a) 

Unrealized appreciation (depreciation)

     (99,193 )(b) 
  

 

 

 

Total accumulated earnings (deficit)

   $ (47,558
  

 

 

 

 

(a)

As of November 30, 2022, the Fund had a net capital loss carryforward of $485,990. As of November 30, 2022, the cumulative deferred loss on straddles was $20.

 

(b)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

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 November 30, 2022,

 

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AB ULTRA SHORT INCOME ETF    |    29


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

the Fund had a net short-term capital loss carryforward of $472,211 and a net long-term capital loss carryforward of $13,779, which may be carried forward for an indefinite period.

During the current fiscal period, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

NOTE H

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

   

September 14,
2022(a) to
November 30,

2022

 
 

 

 

 

Net asset value, beginning of period

    $  50.00  
 

 

 

 

Income From Investment Operations

 

Net investment income(b)(c)

    .42  

Net realized and unrealized loss on investment transactions

    (.20
 

 

 

 

Net increase in net asset value from operations

    .22  
 

 

 

 

Less: Dividends

 

Dividends from net investment income

    (.24
 

 

 

 

Net asset value, end of period

    $  49.98  
 

 

 

 

Total Return

 

Total investment return based on net asset value(d)

    .46

Ratios/Supplemental Data

 

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

    $150,002  

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements

    .25 %^ 

Expenses, before waivers/reimbursements

    .25 %^ 

Net investment income(c)

    3.98 %^ 

Portfolio turnover rate(e)

    35

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

Net of expenses waived/reimbursed by the Adviser.

 

(d)

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

 

(e)

Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares, including ETF creation units.

 

^

Annualized.

See notes to financial statements.

 

 

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AB ULTRA SHORT INCOME ETF    |    31


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of

AB Ultra Short Income ETF

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Ultra Short Income ETF (the “Fund”) (one of the funds constituting The AB Active ETFs, Inc. (the “Corporation”)), including the portfolio of investments, as of November 30, 2022, and the related statements of operations and changes in net assets and the financial highlights for the period from September 14, 2022 (commencement of operations) to November 30, 2022, 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 funds constituting The AB Active ETFs, Inc.) at November 30, 2022, the results of its operations, the changes in its net assets and its financial highlights for the period from September 14, 2022 (commencement of operations) to November 30, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Corporation’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 Corporation 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 audit 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 Corporation is not required to have, nor were we engaged to perform, an audit of the Corporation’s internal control over financial reporting. As part of our audit, 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 Corporation’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit 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

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

of securities owned as of November 30, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audit 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 audit provides 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

January 26, 2023

 

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AB ULTRA SHORT INCOME ETF    |    33


 

2022 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 taxable period ended November 30, 2022. For foreign shareholders, 78.38% of ordinary income dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2023.

 

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BOARD OF DIRECTORS

 

Garry L. Moody(1),
Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President and Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS   

Janaki Rao(2), Vice President

Matthew S. Sheridan(2),
Vice President

Lucas Krupa(2), Vice President

Nancy E. Hay, Secretary

  

Michael B. Reyes,
Senior Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Stephen M. Woetzel, Controller

Jennifer Friedland, Chief
Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210

 

Principal Underwriter

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

 

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

  

Transfer Agent

State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

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 Ultra Short Income Investment Team. Messrs. Rao, Sheridan and Krupa are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

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AB ULTRA SHORT INCOME ETF    |    35


 

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    

Onur Erzan,#

AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
47
(2022)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in 2021, he spent over 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally.     75     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

INDEPENDENT DIRECTORS
Gary L. Moody,##
Chairman of the Board
70
(2022)
  Private Investor since prior to 2018. 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 Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of its Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023 and he has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     75     None

 

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AB ULTRA SHORT INCOME ETF    |    37


 

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

INDEPENDENT DIRECTORS

(continued)

   

Jorge A. Bermudez,##

71

(2022)

  Private Investor since prior to 2018. Formerly, 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 January 2020.     75     Moody’s Corporation since April 2011 and Chair of its Audit Committee since December 2022
     

Michael J. Downey,##
79

(2022)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 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.     75     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

INDEPENDENT DIRECTORS

(continued)

   
Nancy P. Jacklin,##
74
(2022)
  Private Investor since prior to 2018. 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.     75     None
     
Jeanette W. Loeb,##
70
(2022)
  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.     75     Apollo Investment Corp. (business development company) since August 2011

 

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AB ULTRA SHORT INCOME ETF    |    39


 

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

INDEPENDENT DIRECTORS

(continued)

   

Carol C. McMullen,##

67
(2022)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and a 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.     75     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

INDEPENDENT DIRECTORS

(continued)

   

Marshall C. Turner, Jr.,##
81

(2022)

  Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.     75     None

 

*

The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal and 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. Erzan 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.

 

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AB ULTRA SHORT INCOME ETF    |    41


 

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 FIVE YEARS**
Onur Erzan,
47
   President and Chief Executive Officer    See biography above.
     
Janaki Rao,
52
   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Director of US Multi-Sector Fixed-Income Portfolios.
     
Matthew S. Sheridan,
47
   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Lucas Krupa,

35

   Vice President    Senior Vice President of the Adviser**, and Money Markets Associate on the Fixed Income Cash Management Team, with which he has been associated since prior to 2018.
     
Nancy E. Hay
50
   Secretary    Vice President and Counsel of the Adviser, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.
     
Michael B. Reyes,
46
   Senior Vice President    Vice President of the Adviser,** with which he has been associated since prior to 2018.
     
Joseph J. Mantineo,
63
   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2018.
     
Stephen M. Woetzel,
51
   Controller    Senior Vice President of ABIS**, with which he has been associated since prior to 2018.
     

Jennifer Friedland

48

   Chief Compliance Officer    Vice President of the Adviser** since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser** in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

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

 

**

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

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

 

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

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2022, which covered the period January 1, 2021 through December 31, 2021 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

 

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was significantly recovered and improved compared to the prior reporting period which included extreme levels of price volatility and relative illiquidity beginning in March 2020 with COVID-19 impacts. As such, the program operated in a relatively robust and benign liquidity environment experienced in markets during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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

The disinterested directors (the “directors”) of AB Active ETFs, Inc. (the “Company”) unanimously approved the Company’s Advisory Agreement with the Adviser in respect of AB Ultra Short Income ETF (the “Fund”) for an initial two-year period at meetings held in-person on May 3-4, 2022 (the “ May Meeting”) and August 2-3, 2022 (together with the May Meeting, the “Meetings”)

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed 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 Vice President of the Fund. The directors also discussed the proposed approval in private sessions with counsel.

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

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

 

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the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services to be Provided

The directors considered the scope and quality of services to be provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the AB Funds. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The 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 will be subject to the directors’ approval on a quarterly basis. The directors noted that the Adviser does not expect to request such reimbursements. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Fund under the Advisory Agreement.

Costs of Services to be Provided and Profitability

Because the Fund had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Fund. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Fund and that the Fund was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the other benefits to the Adviser from its proposed relationship with the Fund. The directors recognized that the Adviser’s future profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

Since the Fund had not yet commenced operations, no performance or other historical information for the Fund was available. Based on the Adviser’s written and oral presentations regarding the proposed management of the Fund and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality Fund management services to the Fund.

 

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Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Fund to the Adviser and information prepared by an independent service provider (the “15(c) service provider”), concerning advisory fee rates payable by other funds in the same category as the Fund, based on the Fund’s projected net assets of $250 million. The directors noted that the proposed advisory fee is a unitary fee and that the Adviser will pay all expenses of the Fund except for certain expenses payable by the Fund such as interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds. The directors considered the Fund’s proposed contractual advisory fee rate against a peer group median and noted that it was equal to the 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 Vice President and noted the differences between the Fund’s proposed fee schedule, on the one hand, and the Adviser’s institutional fee schedule, 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 also compared the proposed advisory fee rate for the Fund with those for other funds advised by the Adviser utilizing similar investment strategies.

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

 

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not place significant weight on them in their deliberations. The directors noted that the proposed unitary fee for the Fund covers additional services provided by third parties and thus is not directly comparable to the Adviser’s institutional fee schedule and the schedule of fees for other funds advised by the Adviser.

In connection with their review of the Fund’s proposed advisory fee, the directors also considered the projected total expense ratio of the shares of the Fund in comparison to a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”) selected by the 15(c) service provider. The directors view the projected 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 projected expense ratio was acceptable.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Fund does not contain breakpoints and that they had 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 had requested and received from the Adviser certain updates on economies of scale in advance of the Meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the 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 ETFs do not have breakpoints at all. The directors informed the Adviser that they would monitor the Fund’s asset level and its profitability 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

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

 

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.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

 

AB ULTRA SHORT INCOME ETF

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

ETF01-USI-0151-1122                 LOGO