Bernstein Sanford C Fund Ii NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21034

SANFORD C. BERNSTEIN FUND II, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Stephen M. Woetzel

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: September 30, 2023

Date of reporting period: September 30, 2023

ITEM 1. REPORTS TO STOCKHOLDERS.

SANFORD C. BERNSTEIN FUND II, INC.

INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO

ANNUAL REPORT

SEPTEMBER 30, 2023

Table of Contents


Portfolio Manager Commentary			1

Disclosures and Risks			4

Historical Performance and Portfolio Summary			9

Expense Example			10

Schedule of Investments			11

Statement of Assets and Liabilities			26

Statement of Operations			27

Statement of Changes in Net Assets			28

Financial Highlights			29

Notes to Financial Statements			30

Other			47

Before investing in the Sanford C. Bernstein Fund II, Inc., a prospective investor should consider carefully the portfolio’s investment objectives and policies, charges, expenses and risks. These and other matters of importance to prospective investors are contained in the portfolio’s prospectus, an additional copy of which may be obtained by visiting our website at www.Bernstein.com and clicking on “Investments”, found in the footer, then “Mutual Fund Information—Prospectuses, SAIs and Shareholder Reports” or by calling your financial advisor or by calling Bernstein’s mutual fund shareholder help line at 212.756.4097. Please read the prospectus carefully before investing.

For performance information current to the most recent month-end, please visit our website at www.Bernstein.com and click on “Investments”, found in the footer, then “Mutual Fund Information—Mutual Fund Performance at a Glance”.

This shareholder report must be preceded or accompanied by the Sanford C. Bernstein Fund II, Inc. prospectus for individuals who are not 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 www.AllianceBernstein.com, or go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at 800.227.4618.

The Fund will file 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.

Investment Products Offered: · Are Not FDIC Insured · May Lose Value · Are Not Bank Guaranteed

Portfolio Manager Commentary (Unaudited)

To Our Shareholders—November 15, 2023

On the following pages, you will find the 2023 annual report for the Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio (the “Portfolio”). The annual report covers the six- and 12-month periods ended September 30, 2023, and includes financial statements as well as notes to the financial statements, information about the recent performance of the Portfolio and a listing of the Portfolio’s holdings as of the period end.

What a difference a year makes. When we sent out our update a year ago, the stock market was touching its lowest point in almost two years. Since then, it’s rallied strongly, even in the face of numerous scary headlines, from a crisis in several regional banks to the debt ceiling and government shutdown standoffs.

The economy, too, remains strong—perhaps even surprisingly so. Inflation has steadily tracked lower, though it remains above the Fed’s target. After-inflation wage growth has turned from negative to positive and the aggregate paycheck for American workers has risen steadily as that wage growth has combined with more workers returning to the workforce and finding jobs. That’s eased the pressure in the labor market without disrupting it. In fact, while we can’t say for sure that a “soft landing” lies ahead for the economy, it certainly has been on that path for the past two or three quarters.

In our spring update, we wrote about the dollar weakening after an incredible rise in value against other currencies in 2022. That weakening has reversed somewhat in the past six months, but the dollar remains down around 5% over the past year.

Global equities have risen around 20% over the past twelve months. Part of that has come from a reversal in sentiment after last fall’s lows. Part has come from a combination of hope and hype surrounding artificial intelligence and trillions of dollars of value being added to the stocks of a few leading US technology companies.

Bonds have been more challenged, as persistent economic strength has led to further interest rate increases by the Federal Reserve and other central banks and led the market to anticipate better growth and higher rates over the medium to long term. That has driven 10-year Treasury bond yields up by 0.75 percentage points to 4.57%, with most of that move happening in August and September.

Our portfolio managers continue to track both the opportunities and the risks to the economy and market from here. We’re watching for any signs of economic acceleration or deceleration that could drive interest rates higher or foreshadow an upturn or downturn in the economy, monitoring the situation in Israel and Gaza for any signs of outward expansion, and keeping an eye on China’s actions to support its economy. These managers will constantly adjust portfolios to incorporate the latest information.

Thank you for your continued confidence in our approach.

If you have any questions about your investments in the Portfolio, please contact your Bernstein Advisor by calling 212.756.4097, or visit www.Bernstein.com. As always, we are firmly dedicated to your investment success.

Sincerely,

Onur Erzan

President and Chief Executive Officer

Sanford C. Bernstein Fund II, Inc.

Investment Objective and Policies

The Portfolio seeks to provide safety of principal and a moderate to high rate of current income. The Portfolio seeks to maintain an average portfolio quality minimum of A, based on ratings given to the Portfolio’s securities by any nationally recognized statistical rating organization (“NRSRO”) (or, if unrated, determined by AllianceBernstein L.P., the Portfolio’s investment adviser (the “Adviser”), to be of comparable quality). Many types of securities may be purchased by the Portfolio, including corporate bonds, notes, US government and agency securities, asset-backed securities, mortgage-related securities, bank loan debt, preferred stock and inflation-protected securities, as well as others. The Portfolio may also invest up to 25% of its total assets in fixed-income, non-US dollar denominated foreign securities, and may invest without limit in fixed-income, US dollar denominated foreign

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2023 Annual Report		1

Portfolio Manager Commentary (continued)

securities, in each case in developed- or emerging-market countries.

The Portfolio may use derivatives, such as options, futures contracts, forward contracts and swaps.

The Portfolio may invest up to 25% of its total assets in fixed-income securities rated below investment-grade (BB or below) by NRSROs (commonly known as “junk bonds”). No more than 5% of the Portfolio’s total assets may be invested in fixed-income securities rated CCC by NRSROs.

In managing the Portfolio, the Adviser may use interest-rate forecasting to estimate an appropriate level of interest-rate risk at a given time. The Adviser may moderately shorten the average duration of the Portfolio when it expects interest rates to rise and moderately lengthen average duration when it anticipates that interest rates will fall.

The Portfolio seeks to maintain an effective duration of three to seven years under normal market conditions. Duration is a measure that relates the expected price volatility of a security to changes in interest rates. The duration of a debt security is the weighted average term to maturity, expressed in years, of the present value of all future cash flows, including coupon payments and principal repayments.

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Portfolio. In making this assessment, the Adviser takes into account various factors including the credit quality and sensitivity to interest rates of the securities under consideration and of the Portfolio’s other holdings.

The Portfolio may enter into foreign currency transactions on a spot (i.e., cash) basis or through the use of derivatives transactions, such as forward currency exchange contracts, currency futures and options thereon, and options on currencies. An appropriate hedge of currency exposure resulting from the Portfolio’s securities positions may not be available or cost effective, or the Adviser may determine not to hedge the positions, possibly even under market conditions where doing so could benefit the Portfolio.

Investment Results

The table on page 9 shows the Portfolio’s performance compared with its benchmark, the Bloomberg US Aggregate Bond Index, for the six- and 12-month periods ended September 30, 2023. The table also includes the Portfolio’s peer group, as represented by the Lipper Core Bond Funds Average (the “Lipper Average”). Funds in the Lipper Average have generally similar investment objectives to the Portfolio, although some of the funds may have different investment policies, sales and management fees, and fund expenses.

During the 12-month period, the Portfolio underperformed the benchmark and the Lipper Average. Sector allocation was the largest contributor, relative to the benchmark, from off-benchmark exposure to agency risk-sharing transactions and collateralized loan obligations, and an underweight to US agency mortgages that were partially offset by a loss from an underweight to investment-grade corporate bonds. Security selection in investment-grade corporates, US agency mortgages and asset-backed securities added more value than a loss from selections among high-yield corporate bonds. Yield-curve positioning detracted, primarily from an overweight to the five-year part of the curve. Off-benchmark country allocation to the UK and Japan also detracted. Currency decisions did not impact investment results during the period.

Over the six-month period, the Portfolio outperformed the benchmark and underperformed the Lipper average. Yield-curve positioning detracted the most, due to overweights to the five-year part of the curve. Country allocation to Japan also detracted. Sector allocation contributed, as off-benchmark exposure to agency risk-sharing transactions, collateralized loan obligations and high-yield corporate bonds, and an underweight to US agency mortgages added more value than a loss from an underweight to investment-grade corporate bonds. Security selection contributed, from selections in investment-grade corporate bonds, US agency mortgages and asset-backed securities. Currency decisions did not have an impact on performance.

During both periods, the Portfolio used derivatives in the form of interest rate swaps and futures to manage and hedge duration risk and/or to take active yield-curve positioning. Currency forwards were used to hedge foreign currency exposure. Credit default swaps were used to hedge credit risk and as a tool to effectively gain exposure to specific sectors. The utilization of government-agency-related To Be Announced mortgage positions was a significant contributor to the Portfolio’s turnover rate of 169%.

Market Review and Investment Strategy

For the period ended September 30, 2023, fixed-income government bond market yields were extremely volatile in all major developed markets, falling in the first half of the period, then rising, particularly when the Fed adjusted its quarterly

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2		Sanford C. Bernstein Fund II, Inc.

Portfolio Manager Commentary (continued)

expectations of interest rates to be higher for longer. Other developed-market treasury yields rose in tandem. Government bond returns in aggregate were positive, as returns rose in Japan, Australia and the eurozone, and fell in the UK, Canada and the US. Most central banks raised interest rates significantly to combat inflation until the last reporting quarter. Overall, developed-market investment-grade corporate bonds significantly outperformed government bonds, including in the US and eurozone. High-yield corporate bonds advanced and materially outperformed government bonds—especially in the US and eurozone. Emerging-market local-currency sovereign bonds led risk asset returns, as the US dollar fell against most developed-market currencies and was mixed against emerging-market currencies. Emerging-market hard-currency sovereign and corporate bonds had strong relative positive returns, particularly among high-yield sovereigns and corporates.



2023 Annual Report		3

Disclosures and Risks (Unaudited)

Benchmark Disclosures

None of the following indices or averages reflects fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg US Aggregate Bond Index represents the performance of securities within the US investment-grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities and commercial mortage-backed securities. The Lipper Core Bond Funds Average is the equal-weighted average returns of the portfolios in the relevant Lipper Inc. category; the average portfolios in a category may differ in composition from the Portfolio. The Lipper Core Bond Funds Average contains portfolios that invest primarily in investment-grade debt issues (rated in the top four grades) with dollar-weighted average maturities of five to ten years. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

Cybersecurity Risk: As the use of the internet and other technologies has become more prevalent in the course of business, the Portfolio has become more susceptible to operational and financial risks associated with cybersecurity. Cybersecurity incidents can result from deliberate attacks such as gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or from unintentional events, such as the inadvertent release of confidential information. Cybersecurity failures or breaches of the Portfolio or its service providers or the issuers of securities in which the Portfolio invests have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Portfolio shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. While measures have been developed which are designed to reduce the risks associated with cybersecurity, there is no guarantee that those measures will be effective, particularly since the Portfolio does not control the cybersecurity defenses or plans of its service providers, financial intermediaries and companies in which it invests or with which they do business.

Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Portfolio or shareholder assets, Portfolio or customer data (including private shareholder information), or proprietary information, or cause a Portfolio, the Adviser, and/or the Portfolio’s service providers (including, but not limited to, fund accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or lose operational functionality, or prevent Portfolio investors from purchasing, redeeming or exchanging shares or receiving distributions. A Portfolio and the Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers. Cybersecurity incidents may result in financial losses to such Portfolio and its shareholders, and substantial costs may be incurred in order to prevent any future cybersecurity incidents.

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. During periods of very low or negative interest rates, the Portfolio’s returns may be adversely affected, including to such an extent that the Portfolio may be unable to maintain positive returns. The Portfolio may be subject to a greater risk of rising interest rates than would normally be the case due to the recent tightening of the US Federal Reserve’s monetary policy, which has caused the Federal Reserve to increase short-term interest rates in an effort to address rising inflation.

Credit Risk: This is the risk that the issuer or the guarantor of a debt security, or the counterparty to a derivatives or other contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The issuer or guarantor may default, potentially 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, although credit ratings are opinions and not guarantees of quality. The credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher

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4		Sanford C. Bernstein Fund II, Inc.

Disclosures and Risks (continued)

probability that an issuer will default or fail to meet its payment obligations, making credit risk greater for medium-quality and lower-rated debt securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative credit risks. At times when credit risk is perceived to be greater, credit “spreads” (i.e., the difference between the yields on lower quality securities and the yields on higher quality securities) may get larger or “widen”. As a result, the values of the lower quality securities may go down more and they may become harder to sell.

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest-rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

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 Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities. Rates of inflation have recently risen, which have adversely affected economies and markets. Rising inflation has caused the Federal Reserve and other central banks to take actions—including raising interest rates—that have caused further adverse effects to economies and markets, and more such actions may be forthcoming.

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non-inflation-adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

Foreign (Non-US) Securities Risk: Investments in foreign securities entail significant risks in addition to those customarily associated with investing in US securities such as less liquid, less transparent, less regulated and more volatile markets. These risks include risks related to unfavorable or unsuccessful government actions, reduction of government or central bank support, economic sanctions and potential responses to those sanctions, inadequate accounting standards and auditing and financial recordkeeping requirements, lack of information, social instability, armed conflict, and other adverse market, economic, political and regulatory factors, all of which could disrupt the financial markets in which the Portfolio invests and adversely affect the value of the Portfolio’s assets.

Emerging-Markets Securities Risk: The risks of investing in foreign (non-US) securities are heightened with respect to issuers in emerging-market countries because the markets are less developed and less liquid and there may be a greater amount of economic, political and social uncertainty, and these risks are even more pronounced in “frontier” markets, which are investable markets with lower total market capitalization and liquidity than the more developed emerging markets. Emerging markets typically have fewer medical and economic resources than more developed countries, and thus they may be less able to control or mitigate the effects of a pandemic, climate change, or a natural disaster. In addition, the value of the Portfolio’s investments may decline because of factors such as unfavorable or unsuccessful government actions and reduction of government or central bank support.

Derivatives Risk: The Portfolio may use derivatives as direct investments to earn income, enhance return and broaden portfolio diversification, which entail greater risk than if used solely for hedging purposes. While hedging can guard against potential risks, there is also a risk that a derivative intended as a hedge may not perform as expected. In addition to other risks such as the credit risk of the counterparty, derivatives involve the risk that changes in the value of the derivative may not correlate with relevant assets, rates or indices. Derivatives may be difficult to price or unwind, and small changes may produce disproportionate losses for the Portfolio. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Assets required to be set aside or posted as margin or collateral for derivatives positions may themselves go down in value, and these collateral and other requirements may limit investment flexibility. Some derivatives involve leverage, which can make the Portfolio more volatile and can compound other risks. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the

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2023 Annual Report		5

Disclosures and Risks (continued)

party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio. Use of derivatives may have different tax consequences for the Portfolio than an investment in the underlying asset or index, and such differences may affect the amount, timing and character of income distributed to shareholders. The US government and certain foreign governments have adopted regulations governing derivatives markets, including mandatory clearing of certain derivatives as well as additional regulations governing margin, reporting and registration requirements. The ultimate impact of the regulations remains unclear. Additional regulation may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance, or disrupt markets.

Mortgage-Related Securities Risk: Mortgage-related securities represent interests in “pools” of mortgages, including consumer loans or receivables held in trust. Mortgage-related securities are subject to credit, interest-rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

Management Risk: The Portfolio is subject to management risk because it is an actively managed investment portfolio. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but these techniques, analyses and decisions may not work as intended or may not produce the desired results, and may, during certain periods, result in increased volatility for the Portfolio or cause the value of the Portfolio’s shares to go down. In some cases, derivatives and other investment techniques may be unavailable or the Adviser may determine not to use them, possibly even under market conditions where their use could benefit the Portfolio. 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. In addition, the Adviser may change the Portfolio’s investment strategies or policies from time to time. Those changes may not lead to the results intended by the Adviser and could have an adverse effect on the value or performance of the Portfolio.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments are difficult or impossible to purchase or sell, possibly preventing the Portfolio from purchasing or selling these securities at an advantageous price. In certain cases, governmental actions could prevent sales of securities or repatriation of proceeds. Over recent years, regulatory changes have led to reduced liquidity in the marketplace, and the capacity of dealers to make markets in fixed-income securities has been outpaced by the growth in the size of the fixed-income markets. Illiquid investments risk may be magnified in a rising interest-rate environment, where the value and liquidity of fixed-income securities generally go down.

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

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Disclosures and Risks (continued)

Foreign Currency Risk: This is the risk that changes in foreign (non-US) currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign securities and foreign currency positions may decrease if the US dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the US dollar). The value of the US dollar has recently appreciated in value against most foreign currencies, which may negatively affect the value of the Portfolio’s foreign investments when converted to US dollars.

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local securities prices and, therefore, share prices of the Portfolio.

Market Risk: The Portfolio is subject to market risk, which is the risk that bond prices in general or in particular countries or sectors may decline over short or extended periods. Financial markets in the United States, Europe and elsewhere have experienced increased volatility, decreased liquidity and heightened uncertainty. These market conditions may recur from time to time and have an adverse impact on various securities markets. Governmental and quasi-governmental authorities and regulators throughout the world have provided significant support to financial markets in response to serious economic disruptions, including, but not limited to, buying stocks, providing direct capital infusions into companies, implementing new monetary programs, dramatically lowering interest rates and through other market interventions. Government actions to support the economy and financial markets have resulted in a large expansion of government deficits and debt, the long-term consequences of which are not known. Rates of inflation have recently risen. The Federal Reserve, as well as certain foreign central banks have recently raised interest rates as part of their efforts to address rising inflation, and there is a risk that interest rates will continue to rise. Central bank, government or regulatory actions, including increases or decreases in interest rates, or actions that are inconsistent with such actions by different central banks, governments or regulators, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Portfolio invests. From time to time, uncertainty regarding the status of negotiations in the US government to increase the statutory debt ceiling could: increase the risk that the US government may default on payments on certain US government securities; cause the credit rating of the US government to be downgraded or increase volatility in both stock and bond markets; result in higher interest rates; reduce prices of US Treasury securities; and/or increase the costs of certain kinds of debt.

The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs on various categories of goods imported from the other country, restrictions on investment and adverse impacts on affected companies and securities. For example, the current political climate between the United States and China has intensified concerns about protectionist trade policies and a potential trade war between China and the United States. The United States has imposed tariffs and other trade barriers on Chinese exports and placed other restrictions on or barriers to investments in China. Trade disputes, particularly prolonged disputes, may adversely affect the economies of the United States and its trading partners, as well as the companies directly or indirectly affected by the dispute and financial markets generally, and thus may adversely affect the value of the Portfolio’s assets. Recently, the United States government acted to prohibit US persons, such as the Portfolio, from owning, and required them to divest, certain Chinese companies designated as related to the Chinese military. There is no assurance that more such companies will not be so designated in the future, which could limit the Portfolio’s opportunities for investment and require the sale of securities at a loss or make them illiquid. Additionally, the Chinese government is involved in a territorial dispute with Taiwan; the risk of a forced unification with Taiwan by the Chinese government may adversely affect securities of Chinese, Taiwan-based and other issuers both in and outside the region. If the political climate between the United States, China and other countries in Asia continues to deteriorate, economies and markets may be adversely affected.

Policy and legislative changes in the US and in other countries are affecting many aspects of financial regulation, and these and other events affecting global markets, such as the United Kingdom’s exit from the European Union; potential trade imbalances with China or other countries; or sanctions or other government actions against Russia, other nations, or individuals or companies (or countermeasures taken in response to such sanctions), may contribute to decreased liquidity and increased volatility in the financial markets. The

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Disclosures and Risks (continued)

impact of these changes on the markets, and the implications for market participants, may not be fully known for some time.

Economies and financial markets throughout the world are becoming increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, armed conflict, including Russia’s military invasion of Ukraine, terrorism, natural disasters (including the spread of infectious illness) and other circumstances in one country or region could have profound impacts on global economies or markets. Following Russia’s recent invasion of Ukraine, the United States, the European Union and the regulatory bodies of certain other countries instituted numerous sanctions against certain Russian individuals and Russian entities. These sanctions, and other intergovernmental actions that may be undertaken against Russia in the future, may result in the devaluation of Russian currency, a downgrade in the country’s credit rating, and a decline in the value and liquidity of Russian stocks. These sanctions could result in the immediate freeze of Russian securities, including securities in the form of American Depositary Receipts, impairing the ability of the Portfolio to buy, sell, receive or deliver those securities. Retaliatory action by the Russian government could involve the seizure of US and/or European residents’ assets and any such actions are likely to impair the value and liquidity of such assets. The continued disruption of the Russian economy has had severe adverse effects on the region and beyond, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors. As a result, whether or not the Portfolio invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Portfolio’s investments may be negatively affected.

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

These risks are discussed in further detail in the Portfolio’s prospectus.

An Important Note About Historical Performance

Except as noted, returns do not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. All fees and expenses related to the operation of the Portfolio have been deducted.

The performance shown in this report represents past performance and does not guarantee future results. Performance information is as of the dates shown. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.Bernstein.com or by calling 212.756.4097. The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost.

Investors should consider the investment objective, risks, charges and expenses of the Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit www.Bernstein.com, click on “Investments”, found in the footer, then “Mutual Fund Information—Prospectuses, SAIs and Shareholder Reports”, or call Bernstein’s mutual fund shareholder help line at 212.756.4097 or contact your Bernstein Advisor. Please read the prospectus and/or summary prospectus carefully before investing.



8		Sanford C. Bernstein Fund II, Inc.

Historical Performance (Unaudited)

Intermediate Duration Institutional Portfolio vs. Its Benchmark and Lipper Average


	TOTAL RETURNS						AVERAGE ANNUAL TOTAL RETURNS
THROUGH SEPTEMBER 30, 2023	PAST SIX MONTHS			PAST 12 MONTHS			PAST FIVE YEARS			PAST 10 YEARS			SINCE INCEPTION			INCEPTION DATE
Intermediate Duration Institutional Portfolio¹		-4.02	%		0.45	%		0.01	%		1.38	%		3.40	%		5/17/2002
Bloomberg US Aggregate Bond Index		-4.05	%		0.64	%		0.10	%		1.13	%		3.22	%
Lipper Core Bond Funds Average		-3.77	%		0.90	%		0.09	%		1.07	%		—

There are no sales charges associated with an investment in the Portfolio. Total returns and average annual returns are therefore the same.

The current prospectus table shows the total annual operating expense ratio for the Portfolio as 0.51%, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements reduced the total annual operating expense ratio to 0.45%. These waivers/reimbursements may not be terminated before January 28, 2024, and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratio shown above may differ from the expense ratio in the Financial Highlights section since they are based on different time periods.


Growth of a $3,000,000 Investment in the Portfolio

The chart illustrates the total value of an assumed $3,000,000 minimum investment as compared with the performance of the Portfolio’s benchmark and Lipper Average for the 10-year period ended September 30, 2023.

Portfolio Summary—September 30, 2023 (Unaudited)



Security Type Breakdown¹

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

“Other” represents less than 0.1% in Emerging Markets—Sovereigns and Governments—Sovereign Bonds.

See Disclosures, Risks and Note About Historical Performance on pages 4-8.



2023 Annual Report		9

Expense Example—September 30, 2023 (Unaudited)

As a shareholder of the Fund, you incur various types of 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 mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

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

Hypothetical Example for Comparison Purposes—The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the 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.


	BEGINNING ACCOUNT VALUE APRIL 1, 2023		ENDING ACCOUNT VALUE SEPTEMBER 30, 2023		EXPENSES PAID DURING PERIOD*		ANNUALIZED EXPENSE RATIO*
SCB Intermediate Duration Institutional Portfolio
Actual	$	1,000	$	959.80	$	2.21		0.45	%
Hypothetical**	$	1,000	$	1,022.81	$	2.28		0.45	%

Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.



10		Sanford C. Bernstein Fund II, Inc.

Schedule of Investments

Sanford C. Bernstein Fund, Inc.

Schedule of Investments

Intermediate Duration Institutional Portfolio

September 30, 2023



	Principal Amount (000)			U.S. $ Value

GOVERNMENTS—TREASURIES–33.3%
United States–33.3%
U.S. Treasury Bonds 1.25%, 05/15/2050		U.S.$	9,676	$	4,553,909
1.75%, 08/15/2041			1,998		1,242,568
1.875%, 02/15/2051			876		490,373
2.00%, 11/15/2041			4,278		2,771,881
2.00%, 08/15/2051			9,349		5,387,592
2.25%, 08/15/2046			2,377		1,503,761
2.25%, 08/15/2049			15,570		9,672,862
2.25%, 02/15/2052			1,672		1,024,177
2.375%, 11/15/2049			4,905		3,133,069
2.50%, 02/15/2046			932		624,294
2.50%, 05/15/2046			5,327		3,560,833
2.875%, 05/15/2043			1,325		979,864
2.875%, 08/15/2045			51		37,177
2.875%, 11/15/2046			387		277,370
2.875%, 05/15/2052			2,950		2,088,898
3.00%, 11/15/2044			200		148,870
3.00%, 05/15/2045			129		95,291
3.00%, 11/15/2045			363		268,274
3.00%, 05/15/2047(a)			1,447		1,059,475
3.00%, 02/15/2048			5,490		4,009,416
3.125%, 02/15/2043			280		216,387
3.125%, 08/15/2044			50		38,141
3.25%, 05/15/2042			6,192		4,930,141
3.375%, 08/15/2042			6,591		5,336,974
3.375%, 05/15/2044			646		514,362
3.50%, 02/15/2039			8,105		6,993,095
3.625%, 08/15/2043			1,943		1,619,702
3.625%, 02/15/2044			38		31,552
3.625%, 02/15/2053			2,798		2,311,765
3.625%, 05/15/2053			4,008		3,313,702
3.75%, 11/15/2043			295		250,059
3.875%, 02/15/2043			3,999		3,476,995
3.875%, 05/15/2043			999		867,707
4.00%, 11/15/2042			5,931		5,259,701
4.125%, 08/15/2053			3,432		3,112,032
4.375%, 02/15/2038			899		870,054
4.375%, 11/15/2039			10,740		10,208,034
4.375%, 08/15/2043			1,362		1,269,945
4.50%, 02/15/2036			1,074		1,069,773
4.75%, 02/15/2037			1,525		1,549,305
U.S. Treasury Notes 1.50%, 02/15/2030(b)			7,128		5,911,785
1.625%, 05/15/2026(b)			29,227		26,898,157
1.75%, 11/15/2029			1,386		1,179,183
2.625%, 02/15/2029			8,921		8,070,717
2.75%, 11/15/2023			160		159,475
2.75%, 07/31/2027			3,546		3,303,227
3.50%, 04/30/2028			11,325		10,797,966

	Principal Amount (000)			U.S. $ Value
3.50%, 02/15/2033		U.S.$	1,516	$	1,391,037
3.875%, 11/30/2027			34,871		33,813,973
3.875%, 12/31/2027			7,359		7,134,684
3.875%, 08/15/2033			5,217		4,930,975
4.00%, 02/29/2028			3,062		2,983,439
4.125%, 09/30/2027			4,748		4,649,975
4.125%, 10/31/2027			3,016		2,952,577
4.375%, 10/31/2024			4,250		4,202,484
4.625%, 09/30/2028			4,204		4,205,671

Total Governments—Treasuries (cost $260,096,443)					218,754,705



CORPORATES—INVESTMENT GRADE–22.3%

Industrial–12.0%
Basic–0.7%
Celanese US Holdings LLC 6.35%, 11/15/2028			204		201,389
6.55%, 11/15/2030			493		482,366
Freeport Indonesia PT 4.763%, 04/14/2027(c)			324		307,363
Glencore Funding LLC 5.40%, 05/08/2028(c)			796		775,933
6.50%, 10/06/2033(c)			390		389,251
LyondellBasell Industries NV 5.75%, 04/15/2024			568		566,086
WRKCo, Inc. 4.00%, 03/15/2028			1,732		1,605,217

					4,327,605

Capital Goods–0.7%
CNH Industrial Capital LLC 3.95%, 05/23/2025			1,191		1,154,520
Flowserve Corp. 2.80%, 01/15/2032			1,227		937,882
Regal Rexnord Corp. 6.05%, 02/15/2026(c)			1,381		1,363,295
Westinghouse Air Brake Technologies Corp. 3.20%, 06/15/2025			270		256,565
4.15%, 03/15/2024(d)			1,145		1,133,836

					4,846,098

Communications—Media–1.0%
Charter Communications Operating LLC/Charter Communications Operating Capital 5.125%, 07/01/2049			467		339,612
Cox Communications, Inc. 5.70%, 06/15/2033(c)			479		460,889
Discovery Communications LLC 5.20%, 09/20/2047			509		384,850
Fox Corp. 4.709%, 01/25/2029			700		662,242
Interpublic Group of Cos., Inc. (The) 4.65%, 10/01/2028			519		488,311
5.375%, 06/15/2033			587		547,871



2023 Annual Report		11

Schedule of Investments (continued)



	Principal Amount (000)				U.S. $ Value
Meta Platforms, Inc. 4.95%, 05/15/2033		U.S.$	692		$	663,448
Prosus NV 3.257%, 01/19/2027(c)			489			433,376
4.027%, 08/03/2050(c)			485			276,498
Tencent Holdings Ltd. 3.24%, 06/03/2050(c)			1,022			583,143
Time Warner Cable LLC 4.50%, 09/15/2042			505			349,940
Warnermedia Holdings, Inc. 4.279%, 03/15/2032			1,826			1,549,690

						6,739,870

Communications—Telecommunications–0.2%
T-Mobile USA, Inc. 3.875%, 04/15/2030			734			649,714
5.05%, 07/15/2033			499			462,154

						1,111,868

Consumer Cyclical—Automotive–0.9%
Ford Motor Co. 6.10%, 08/19/2032			759			715,244
Ford Motor Credit Co., LLC 7.35%, 11/04/2027			330			336,646
General Motors Co. 6.125%, 10/01/2025			278			277,441
General Motors Financial Co., Inc. 4.30%, 04/06/2029			171			153,379
5.80%, 06/23/2028			764			745,870
Harley-Davidson Financial Services, Inc. 3.05%, 02/14/2027(c)			1,664			1,484,055
6.50%, 03/10/2028(c)			158			156,167
Hyundai Capital America 6.10%, 09/21/2028(c)			871			865,190
Mercedes-Benz Finance North America LLC 4.80%, 03/30/2026(c)			1,103			1,083,532

						5,817,524

Consumer Cyclical—Other–0.5%
Las Vegas Sands Corp. 3.90%, 08/08/2029			1,159			989,253
Marriott International, Inc./MD 4.90%, 04/15/2029			1,365			1,301,036
5.55%, 10/15/2028			335			330,230
MDC Holdings, Inc. 6.00%, 01/15/2043			968			811,029

						3,431,548

Consumer Cyclical—Retailers–0.3%
Ross Stores, Inc. 4.70%, 04/15/2027			1,925			1,849,444

Consumer Non-Cyclical–2.1%
Altria Group, Inc. 3.40%, 05/06/2030			1,745	��		1,492,202
BAT Capital Corp. 2.259%, 03/25/2028			2,084			1,761,855



	Principal Amount (000)			U.S. $ Value
4.906%, 04/02/2030		U.S.$	917	$	840,981
6.421%, 08/02/2033			591		573,323
7.75%, 10/19/2032			158		166,887
Cargill, Inc. 5.125%, 10/11/2032(c)			835		807,629
JBS USA LUX SA/JBS USA Food Co./JBS Luxembourg SARL 6.75%, 03/15/2034(c)			844		821,254
Ochsner LSU Health System of North Louisiana Series 2021 2.51%, 05/15/2031			1,480		1,043,652
Philip Morris International, Inc. 4.875%, 02/13/2026			1,753		1,723,251
5.375%, 02/15/2033			1,688		1,595,768
Pilgrim’s Pride Corp. 6.875%, 05/15/2034			1,317		1,293,123
Takeda Pharmaceutical Co., Ltd. 4.40%, 11/26/2023			460		458,887
Zoetis, Inc. 5.40%, 11/14/2025			1,182		1,177,071

					13,755,883

Energy–1.6%
BP Capital Markets America, Inc. 2.939%, 06/04/2051			1,384		843,811
4.893%, 09/11/2033			979		918,821
Continental Resources, Inc./OK 2.875%, 04/01/2032(c)			1,421		1,063,192
5.75%, 01/15/2031(c)			939		881,355
Ecopetrol SA 8.625%, 01/19/2029			980		981,078
Marathon Oil Corp. 6.80%, 03/15/2032			1,800		1,823,904
Oleoducto Central SA 4.00%, 07/14/2027(c)			248		220,968
ONEOK Partners LP 6.125%, 02/01/2041			73		67,550
ONEOK, Inc. 6.05%, 09/01/2033			707		694,804
Ovintiv, Inc. 5.65%, 05/15/2028			324		316,927
6.25%, 07/15/2033			465		450,157
Var Energi ASA 7.50%, 01/15/2028(c)			1,132		1,162,145
8.00%, 11/15/2032(c)			1,108		1,159,312

					10,584,024

Other Industrial–0.2%
LKQ Corp. 5.75%, 06/15/2028(c)			889		868,571
6.25%, 06/15/2033(c)			524		506,839

					1,375,410

Services–0.4%
Alibaba Group Holding Ltd. 2.125%, 02/09/2031			1,255		979,201



12		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)			U.S. $ Value
Booking Holdings, Inc. 4.50%, 11/15/2031		EUR	789	$	844,773
Expedia Group, Inc. 6.25%, 05/01/2025(c)		U.S.$	49		49,013
Global Payments, Inc. 3.20%, 08/15/2029			845		718,410

					2,591,397

Technology–2.7%
Apple, Inc. 4.10%, 08/08/2062			1,148		883,501
Broadcom, Inc. 4.00%, 04/15/2029(c)			169		152,321
Entegris Escrow Corp. 4.75%, 04/15/2029(c)			1,270		1,140,778
Fiserv, Inc. 3.50%, 07/01/2029			2,539		2,260,192
Honeywell International, Inc. 4.125%, 11/02/2034		EUR	1,241		1,288,155
HP, Inc. 5.50%, 01/15/2033		U.S.$	1,656		1,552,268
Infor, Inc. 1.75%, 07/15/2025(c)			649		597,229
Kyndryl Holdings, Inc. 2.05%, 10/15/2026			2,545		2,217,993
Lenovo Group Ltd. 5.831%, 01/27/2028(c)			1,031		1,008,401
6.536%, 07/27/2032(c)			725		713,393
Micron Technology, Inc. 6.75%, 11/01/2029			1,924		1,955,900
NXP BV/NXP Funding LLC 5.55%, 12/01/2028			1,300		1,276,366
NXP BV/NXP Funding LLC/NXP USA, Inc. 3.40%, 05/01/2030			875		747,801
Oracle Corp. 5.375%, 07/15/2040			270		239,401
SK Hynix, Inc. 2.375%, 01/19/2031(c)			532		399,814
TSMC Arizona Corp. 3.875%, 04/22/2027			685		651,038
Western Digital Corp. 2.85%, 02/01/2029			369		295,742
3.10%, 02/01/2032			1,016		743,133

					18,123,426

Transportation—Airlines–0.1%
Delta Air Lines, Inc./SkyMiles IP Ltd. 4.50%, 10/20/2025(c)			614		595,772

Transportation—Railroads–0.1%
Lima Metro Line 2 Finance Ltd. 4.35%, 04/05/2036(c)			232		200,478
5.875%, 07/05/2034(c)			375		357,035

					557,513



	Principal Amount (000)			U.S. $ Value
Transportation—Services–0.5%
ENA Master Trust 4.00%, 05/19/2048(c)		U.S.$	380	$	272,069
ERAC USA Finance LLC 4.60%, 05/01/2028(c)			665		637,309
4.90%, 05/01/2033(c)			1,039		973,657
TTX Co. 5.50%, 09/25/2026(c)			1,677		1,673,428

					3,556,463

					79,263,845



Financial Institutions–9.6%
Banking–7.1%
AIB Group PLC 4.263%, 04/10/2025(c)			530		522,384
6.608%, 09/13/2029(c)			430		428,344
7.583%, 10/14/2026(c)			1,682		1,712,310
Ally Financial, Inc. 6.992%, 06/13/2029			976		955,035
Banco de Credito del Peru S.A. 3.125%, 07/01/2030(c)			1,447		1,329,794
Banco Santander SA 3.80%, 02/23/2028			200		180,168
4.175%, 03/24/2028			800		738,368
6.921%, 08/08/2033			800		765,336
Bank of Ireland Group PLC 6.253%, 09/16/2026(c)			571		567,072
Barclays PLC 6.224%, 05/09/2034			740		701,254
7.385%, 11/02/2028			373		382,497
BNP Paribas SA 2.591%, 01/20/2028(c)			751		669,186
4.625%, 02/25/2031(c)(e)			388		275,523
7.375%, 08/19/2025(c)(e)			385		377,123
8.50%, 08/14/2028(c)(e)			1,107		1,085,735
CaixaBank SA 6.684%, 09/13/2027(c)			994		994,079
Capital One Financial Corp. 5.468%, 02/01/2029			416		395,350
6.377%, 06/08/2034			1,163		1,095,918
Citigroup, Inc. 9.699% (SOFR + 4.33%), 10/30/2023(e)(f)			197		197,185
Series W 4.00%, 12/10/2025(e)			788		690,052
Series Y 4.15%, 11/15/2026(e)			139		111,010
Cooperatieve Rabobank UA 5.564%, 02/28/2029(c)			1,745		1,701,096
Credit Agricole SA 6.316%, 10/03/2029(c)			484		484,029
Deutsche Bank AG/New York NY 2.129%, 11/24/2026			958		866,051
3.961%, 11/26/2025			385		371,563
6.119%, 07/14/2026			764		755,902
7.146%, 07/13/2027			323		324,896



2023 Annual Report		13

Schedule of Investments (continued)



	Principal Amount (000)			U.S. $ Value
Discover Bank 5.974%, 08/09/2028		U.S.$	386	$	352,773
Goldman Sachs Group, Inc. (The) Series P 8.501% (SOFR + 3.14%), 10/30/2023(e)(f)			193		192,326
Series V 4.125%, 11/10/2026(e)			764		625,762
HSBC Holdings PLC 2.804%, 05/24/2032			581		449,926
2.848%, 06/04/2031			1,675		1,340,787
8.113%, 11/03/2033			2,081		2,195,268
ING Groep NV 6.083%, 09/11/2027			1,222		1,216,782
Intesa Sanpaolo SpA 5.017%, 06/26/2024(c)			757		738,552
7.00%, 11/21/2025(c)			320		323,482
KBC Group NV 5.796%, 01/19/2029(c)			471		459,738
Lloyds Banking Group PLC 5.871%, 03/06/2029			253		247,254
7.953%, 11/15/2033			887		918,276
Mizuho Financial Group, Inc. 5.667%, 05/27/2029			1,745		1,714,602
Morgan Stanley 0.406%, 10/29/2027		EUR	796		745,531
4.21%, 04/20/2028		U.S.$	1,110		1,043,078
Series G 3.772%, 01/24/2029			1,502		1,368,803
Nationwide Building Society 2.972%, 02/16/2028(c)			1,238		1,107,255
NatWest Group PLC 4.269%, 03/22/2025			750		742,005
PNC Financial Services Group, Inc. (The) 5.068%, 01/24/2034			386		349,758
Series R 8.711% (SOFR + 3.30%), 12/01/2023(e)(f)			280		279,227
Santander Holdings USA, Inc. 6.499%, 03/09/2029			849		828,386
6.565%, 06/12/2029			66		64,328
Societe Generale SA 2.797%, 01/19/2028(c)			2,339		2,078,459
Standard Chartered PLC 3.971%, 03/30/2026(c)			885		851,777
6.187%, 07/06/2027(c)			407		405,266
7.141% (LIBOR 3 Month + 1.51%), 01/30/2027(c)(e)(f)			400		371,552
Swedbank AB Series NC5 5.625%, 09/17/2024(c)(e)			600		574,434
Truist Financial Corp. 1.95%, 06/05/2030			222		169,437
UBS Group AG 3.091%, 05/14/2032(c)			1,865		1,476,595
4.194%, 04/01/2031(c)			799		699,357



	Principal Amount (000)			U.S. $ Value
6.373%, 07/15/2026(c)		U.S.$	1,346	$	1,341,599
7.00%, 02/19/2025(c)(e)			200		194,138
UniCredit SpA 2.569%, 09/22/2026(c)			459		420,449
US Bancorp Series J 5.30%, 04/15/2027(e)			723		604,963
Wells Fargo & Co. 3.584%, 05/22/2028			559		511,099
7.625%, 09/15/2028(e)			346		350,252
Series BB 3.90%, 03/15/2026(e)			635		553,669

					46,584,205

Brokerage–0.2%
Charles Schwab Corp. (The) Series I 4.00%, 06/01/2026(e)			1,949		1,628,448

Finance–1.2%
Air Lease Corp. 2.875%, 01/15/2026			175		162,748
3.625%, 04/01/2027			76		69,817
Aircastle Ltd. 2.85%, 01/26/2028(c)			2,065		1,752,359
4.125%, 05/01/2024			359		353,123
5.25%, 08/11/2025(c)			906		882,290
Aviation Capital Group LLC 1.95%, 01/30/2026(c)			1,131		1,015,118
1.95%, 09/20/2026(c)			390		340,053
3.50%, 11/01/2027(c)			318		280,266
4.125%, 08/01/2025(c)			10		9,513
4.375%, 01/30/2024(c)			312		309,139
4.875%, 10/01/2025(c)			350		335,927
5.50%, 12/15/2024(c)			680		668,739
6.375%, 07/15/2030(c)			389		376,451
Synchrony Financial 2.875%, 10/28/2031			1,255		889,017
3.95%, 12/01/2027			200		175,754
4.50%, 07/23/2025			193		183,039
4.875%, 06/13/2025			188		179,501

					7,982,854

Insurance–0.5%
Massachusetts Mutual Life Insurance Co. 3.729%, 10/15/2070(c)			11		6,606
MetLife Capital Trust IV 7.875%, 12/15/2037(c)			970		1,005,075
MetLife, Inc. 10.75%, 08/01/2039			25		32,033
Prudential Financial, Inc. 5.20%, 03/15/2044			462		453,869
5.375%, 05/15/2045			139		134,969
Swiss Re Finance Luxembourg SA 5.00%, 04/02/2049(c)			1,400		1,313,648

					2,946,200



14		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)			U.S. $ Value
REITs–0.6%
American Tower Corp. 3.65%, 03/15/2027		U.S.$	845	$	783,484
5.25%, 07/15/2028			462		446,565
5.80%, 11/15/2028			262		259,964
GLP Capital LP/GLP Financing II, Inc. 3.25%, 01/15/2032			817		633,248
4.00%, 01/15/2031			364		302,990
Vornado Realty LP 3.40%, 06/01/2031			2,003		1,444,544

					3,870,795

					63,012,502



Utility–0.7%
Electric–0.6%
AES Panama Generation Holdings SRL 4.375%, 05/31/2030(c)			483		409,998
Alexander Funding Trust II 7.467%, 07/31/2028(c)			406		405,663
Duke Energy Carolinas NC Storm Funding LLC Series A-2 2.617%, 07/01/2041			920		632,997
Electricite de France SA 9.125%, 03/15/2033(c)(e)			366		380,918
Engie Energia Chile SA 3.40%, 01/28/2030(c)			981		808,177
NRG Energy, Inc. 4.45%, 06/15/2029(c)			82		71,328
7.00%, 03/15/2033(c)			1,304		1,251,983

					3,961,064

Other Utility–0.1%
American Water Capital Corp. 3.45%, 06/01/2029			438		394,682

					4,355,746

Total Corporates—Investment Grade (cost $161,523,719)					146,632,093



MORTGAGE PASS-THROUGHS–18.5%
Agency Fixed Rate 30-Year–18.0%
Federal Home Loan Mortgage Corp. Series 2019 3.50%, 10/01/2049			435		380,255
3.50%, 11/01/2049			562		491,653
Series 2020 3.50%, 01/01/2050			1,291		1,129,408
Series 2022 2.00%, 03/01/2052			6,146		4,701,430
2.50%, 04/01/2052			7,190		5,751,119
3.00%, 03/01/2052			3,921		3,266,178



	Principal Amount (000)				U.S. $ Value
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 01/01/2035		U.S.$	16		$	16,325
Series 2007 5.50%, 07/01/2035			119			119,056
Series 2016 4.00%, 02/01/2046			943			873,512
Series 2017 4.00%, 07/01/2044			614			568,067
Series 2018 4.50%, 03/01/2048			321			300,330
4.50%, 10/01/2048			601			561,661
4.50%, 11/01/2048			902			842,791
5.00%, 11/01/2048			348			334,443
Federal National Mortgage Association Series 2003 5.50%, 04/01/2033			97			96,943
5.50%, 07/01/2033			184			183,889
Series 2004 5.50%, 02/01/2034			2			1,964
5.50%, 04/01/2034			46			45,730
5.50%, 05/01/2034			38			37,832
5.50%, 11/01/2034			175			174,724
Series 2005 5.50%, 02/01/2035			271			271,340
Series 2006 5.50%, 04/01/2036			53			53,557
Series 2007 5.50%, 05/01/2036			3			2,579
5.50%, 09/01/2036			2			1,556
5.50%, 08/01/2037			68			67,510
Series 2008 5.50%, 08/01/2037			0	**		370
Series 2009 5.00%, 12/01/2039			10			9,973
Series 2010 4.00%, 12/01/2040			379			351,080
5.00%, 06/01/2040			9			8,841
Series 2012 3.50%, 02/01/2042			332			295,912
3.50%, 11/01/2042			3,478			3,101,918
3.50%, 01/01/2043			593			528,347
Series 2013 3.50%, 04/01/2043			2,044			1,818,750
4.00%, 10/01/2043			1,322			1,207,047
Series 2015 3.00%, 05/01/2045			489			415,112
3.00%, 08/01/2045			736			624,116
Series 2018 4.50%, 09/01/2048			1,223			1,141,902
Series 2019 3.50%, 08/01/2049			1,741			1,522,521
3.50%, 09/01/2049			586			512,961
3.50%, 11/01/2049			1,181			1,031,816
Series 2020 3.50%, 01/01/2050			1,189			1,039,925



2023 Annual Report		15

Schedule of Investments (continued)



	Principal Amount (000)				U.S. $ Value
Series 2021 2.00%, 07/01/2051		U.S.$	6,422		$	4,903,017
2.50%, 01/01/2052			1,992			1,594,440
Series 2022 2.50%, 03/01/2052			4,376			3,488,133
2.50%, 04/01/2052			4,600			3,678,662
2.50%, 05/01/2052			6,019			4,813,066
3.00%, 02/01/2052			4,815			4,010,843
3.00%, 03/01/2052			6,142			5,116,761
Government National Mortgage Association Series 2016 3.00%, 04/20/2046			159			136,763
3.00%, 05/20/2046			459			394,666
Series 2023 3.00%, 10/23/2053, TBA			1,480			1,254,324
4.00%, 10/23/2053, TBA			3,275			2,950,669
4.50%, 10/23/2053, TBA			11,617			10,730,205
5.00%, 10/23/2053, TBA			10,275			9,739,542
5.50%, 04/20/2053			4,060			3,941,541
5.50%, 10/23/2053, TBA			2,736			2,655,298
Uniform Mortgage-Backed Security Series 2023 2.00%, 10/12/2053, TBA			10,416			7,917,457
2.50%, 10/13/2052, TBA			7,202			5,712,192
4.00%, 10/12/2053, TBA			5,776			5,144,021
5.50%, 10/12/2053, TBA			6,786			6,559,096

						118,625,139

Agency Fixed Rate 15-Year–0.5%
Federal National Mortgage Association Series 2016 2.50%, 10/01/2031			40			36,463
2.50%, 11/01/2031			2,153			1,965,647
2.50%, 12/01/2031			11			10,163
Series 2017 2.50%, 01/01/2032			624			563,259
2.50%, 02/01/2032			569			513,763

						3,089,295

Other Agency Fixed Rate Programs–0.0%
Federal National Mortgage Association Series 2005 5.50%, 03/01/2025			10			9,721

Agency ARMs–0.0%
Federal Home Loan Mortgage Corp. Series 2006 4.595% (RFUCCT1Y + 2.18%), 12/01/2036(f)			0	**		119
Series 2007 4.60% (RFUCCT1Y + 2.10%), 03/01/2037(f)			0	**		343
Federal National Mortgage Association Series 2007 3.835% (RFUCCT1Y + 1.46%), 02/01/2037(f)			1			952



	Principal Amount (000)				U.S. $ Value
4.52% (RFUCCT1Y + 1.80%), 03/01/2037(f)		U.S.$	0	**	$	430

						1,844

Total Mortgage Pass-Throughs (cost $134,030,250)						121,725,999



COLLATERALIZED MORTGAGE OBLIGATIONS –7.9%
Risk Share Floating Rate–7.3%
Bellemeade Re Ltd. Series 2019-3A, Class M1C 7.384% (LIBOR 1 Month + 1.95%), 07/25/2029(c)(f)			179			179,530
Series 2021-1A, Class M1C 8.26% (SOFR + 2.95%), 03/25/2031(c)(f)			1,036			1,054,344
Series 2021-2A, Class M1B 6.81% (SOFR + 1.50%), 06/25/2031(c)(f)			1,892			1,885,903
Series 2021-3A, Class A2 6.31% (SOFR + 1.00%), 09/25/2031(c)(f)			1,894			1,873,680
Series 2022-1, Class M1B 7.46% (SOFR + 2.15%), 01/26/2032(c)(f)			1,000			998,343
Connecticut Avenue Securities Trust Series 2021-R03, Class 1M1 6.16% (SOFR + 0.85%), 12/25/2041(c)(f)			1,380			1,368,577
Series 2022-R01, Class 1M2 7.21% (SOFR + 1.90%), 12/25/2041(c)(f)			2,306			2,262,527
Series 2022-R02, Class 2M1 6.51% (SOFR + 1.20%), 01/25/2042(c)(f)			1,289			1,280,977
Series 2022-R03, Class 1M2 8.81% (SOFR + 3.50%), 03/25/2042(c)(f)			1,545			1,586,993
Series 2022-R05, Class 2M2 8.31% (SOFR + 3.00%), 04/25/2042(c)(f)			1,206			1,223,371
Series 2022-R06, Class 1M1 8.06% (SOFR + 2.75%), 05/25/2042(c)(f)			1,251			1,282,045
Series 2022-R07, Class 1M1 8.26% (SOFR + 2.95%), 06/25/2042(c)(f)			1,697			1,741,509
Series 2023-R02, Class 1M1 7.61% (SOFR + 2.30%), 01/25/2043(c)(f)			747			756,551
Series 2023-R03, Class 2M1 7.81% (SOFR + 2.50%), 04/25/2043(c)(f)			1,124			1,137,238
Series 2023-R04, Class 1M1 7.61% (SOFR + 2.30%), 05/25/2043(c)(f)			1,491			1,509,292



16		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)			U.S. $ Value
Series 2023-R06, Class 1M1 7.01% (SOFR + 1.70%), 07/25/2043(c)(f)		U.S.$	1,430	$	1,430,187
Eagle Re Ltd. Series 2018-1, Class M2 8.429% (LIBOR 1 Month + 3.00%), 11/25/2028(c)(f)			217		217,836
Series 2021-2, Class M1B 7.36% (SOFR + 2.05%), 04/25/2034(c)(f)			650		650,143
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2015-DNA1, Class M3 8.729% (SOFR + 3.41%), 10/25/2027(f)			161		162,796
Series 2020-DNA5, Class M2 8.11% (SOFR + 2.80%), 10/25/2050(c)(f)			437		441,079
Series 2021-DNA3, Class M2 7.41% (SOFR + 2.10%), 10/25/2033(c)(f)			779		779,964
Series 2021-DNA5, Class M2 6.96% (SOFR + 1.65%), 01/25/2034(c)(f)			504		503,450
Series 2021-DNA6, Class M2 6.81% (SOFR + 1.50%), 10/25/2041(c)(f)			2,513		2,477,176
Series 2021-DNA7, Class M2 7.11% (SOFR + 1.80%), 11/25/2041(c)(f)			2,412		2,355,004
Series 2021-HQA4, Class M2 7.66% (SOFR + 2.35%), 12/25/2041(c)(f)			1,530		1,478,379
Series 2022-DNA1, Class M1A 6.31% (SOFR + 1.00%), 01/25/2042(c)(f)			767		759,932
Series 2022-DNA1, Class M1B 7.16% (SOFR + 1.85%), 01/25/2042(c)(f)			1,223		1,206,427
Series 2022-DNA2, Class M1B 7.71% (SOFR + 2.40%), 02/25/2042(c)(f)			1,717		1,725,496
Series 2022-DNA3, Class M1B 8.21% (SOFR + 2.90%), 04/25/2042(c)(f)			711		726,569
Series 2022-DNA4, Class M1B 8.66% (SOFR + 3.35%), 05/25/2042(c)(f)			1,358		1,407,317
Series 2022-DNA5, Class M1B 9.81% (SOFR + 4.50%), 06/25/2042(c)(f)			2,274		2,440,262
Series 2022-DNA7, Class M1A 7.81% (SOFR + 2.50%), 03/25/2052(c)(f)			1,646		1,672,577
Series 2022-HQA1, Class M1B 8.81% (SOFR + 3.50%), 03/25/2042(c)(f)			399		412,286



	Principal Amount (000)			U.S. $ Value
Series 2023-DNA1, Class M1A 7.41% (SOFR + 2.10%), 03/25/2043(c)(f)		U.S.$	888	$	895,811
Series 2023-DNA2, Class M1A 7.41% (SOFR + 2.10%), 04/25/2043(c)(f)			1,698		1,714,334
Federal National Mortgage Association Connecticut Avenue Securities Series 2015-C04, Class 1M2 11.129% (SOFR + 5.81%), 04/25/2028(f)			103		109,874
Series 2021-R02, Class 2M2 7.31% (SOFR + 2.00%), 11/25/2041(c)(f)			1,071		1,053,240
Home Re Ltd. Series 2021-2, Class M1B 6.91% (SOFR + 1.60%), 01/25/2034(c)(f)			647		646,736
JPMorgan Madison Avenue Securities Trust Series 2014-CH1, Class M2 9.679% (SOFR + 4.36%), 11/25/2024(f)(g)			42		42,125
Oaktown Re VII Ltd. Series 2021-2, Class M1A 6.91% (SOFR + 1.60%), 04/25/2034(c)(f)			1,380		1,380,132
PMT Credit Risk Transfer Trust Series 2019-2R, Class A 9.182% (SOFR + 3.86%), 05/30/2025(c)(f)			661		660,521
Series 2019-3R, Class A 9.129% (SOFR + 3.81%), 11/27/2031(c)(f)			54		53,485
Series 2020-1R, Class A 8.779% (SOFR + 3.46%), 02/27/2023(f)(g)			210		208,268
Triangle Re Ltd. Series 2021-3, Class M1A 7.21% (SOFR + 1.90%), 02/25/2034(c)(f)			442		442,196
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 1M2 10.679% (SOFR + 5.36%), 11/25/2025(f)(g)			169		170,692
Series 2015-WF1, Class 2M2 10.929% (SOFR + 5.61%), 11/25/2025(f)(g)			41		42,065

					48,407,239

Agency Floating Rate–0.2%
Federal Home Loan Mortgage Corp. REMICs Series 4416, Class BS 0.672% (5.99%–SOFR), 12/15/2044(f)(h)			1,206		93,912



2023 Annual Report		17

Schedule of Investments (continued)



	Principal Amount (000)			U.S. $ Value
Series 4693, Class SL 0.722% (6.04%–SOFR), 06/15/2047(f)(h)		U.S.$	1,331	$	111,933
Series 4954, Class SL 0.621% (5.94%–SOFR), 02/25/2050(f)(h)			1,836		156,005
Series 4981, Class HS 0.671% (5.99%–SOFR), 06/25/2050(f)(h)			4,058		364,565
Federal National Mortgage Association REMICs Series 2016-106, Class ES 0.571% (5.89%–SOFR), 01/25/2047(f)(h)			1,241		104,282
Series 2017-73, Class SA 0.721% (6.04%–SOFR), 09/25/2047(f)(h)			1,592		153,370
Series 2017-97, Class LS 0.771% (6.09%–SOFR), 12/25/2047(f)(h)			1,232		115,478
Series 2017-97, Class SW 0.771% (6.09%–SOFR), 12/25/2047(f)(h)			1,125		98,821
Government National Mortgage Association Series 2017-134, Class SE 0.761% (6.09%–SOFR), 09/20/2047(f)(h)			797		61,554
Series 2017-43, Class ST 0.661% (5.99%–SOFR), 03/20/2047(f)(h)			1,582		142,699
Series 2017-65, Class ST 0.711% (6.04%–SOFR), 04/20/2047(f)(h)			1,419		120,744

					1,523,363

Agency Fixed Rate–0.2%
Federal Home Loan Mortgage Corp. REMICs Series 4973, Class BI 4.50%, 05/25/2050(i)			4,743		1,035,475
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 4.263%, 05/28/2035			260		242,750

					1,278,225

Non-Agency Floating Rate–0.1%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 5.814% (SOFR + 0.49%), 12/25/2036(f)			823		269,028
HomeBanc Mortgage Trust Series 2005-1, Class A1 5.934% (SOFR + 0.61%), 03/25/2035(f)			131		105,443



	Principal Amount (000)				U.S. $ Value
JPMorgan Chase Bank, NA Series 2019-CL1, Class M3 7.534% (SOFR + 2.21%), 04/25/2047(c)(f)		U.S.$		178	$	178,429

						552,900

Non-Agency Fixed Rate–0.1%
Alternative Loan Trust Series 2005-20CB, Class 3A6 5.50%, 07/25/2035				59		40,310
Series 2006-24CB, Class A16 5.75%, 08/25/2036				362		191,454
Series 2006-J1, Class 1A13 5.50%, 02/25/2036				153		105,133
CHL Mortgage Pass-Through Trust Series 2006-13, Class 1A19 6.25%, 09/25/2036				73		30,888

						367,785

Total Collateralized Mortgage Obligations (cost $52,495,897)						52,129,512



ASSET-BACKED SECURITIES–5.6%
Other ABS—Fixed Rate–2.9%
AB Issuer LLC Series 2021-1, Class A2 3.734%, 07/30/2051(c)				2,074		1,727,239
ACHV ABS Trust Series 2023-2PL, Class A 6.42%, 05/20/2030(c)				335		335,321
Affirm Asset Securitization Trust Series 2021-Z1, Class A 1.07%, 08/15/2025(c)				134		131,875
Series 2021-Z2, Class A 1.17%, 11/16/2026(c)				168		162,718
Series 2022-X1, Class A 1.75%, 02/15/2027(c)			��	197		193,733
Atalaya Equipment Leasing Trust Series 2021-1A, Class B 2.08%, 02/15/2027(c)				509		484,767
BHG Securitization Trust Series 2022-A, Class A 1.71%, 02/20/2035(c)				149		144,301
Cajun Global LLC Series 2021-1, Class A2 3.931%, 11/20/2051(c)				433		378,689
College Ave Student Loans LLC Series 2021-C, Class B 2.72%, 07/26/2055(c)				637		547,498
Dext ABS LLC Series 2021-1, Class B 1.76%, 02/15/2028(c)				186		171,286
Series 2023-1, Class A2 5.99%, 03/15/2032(c)				1,677		1,651,162
Diamond Infrastructure Funding LLC Series 2021-1A, Class B 2.355%, 04/15/2049(c)				935		793,531



18		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)			U.S. $ Value
Diamond Issuer Series 2021-1A, Class A 2.305%, 11/20/2051(c)		U.S.$	1,941	$	1,651,755
Domino’s Pizza Master Issuer LLC Series 2021-1A, Class A2I 2.662%, 04/25/2051(c)			1,044		880,105
FREED ABS Trust Series 2021-2, Class C 1.94%, 06/19/2028(c)			840		831,914
GCI Funding I LLC Series 2021-1, Class A 2.38%, 06/18/2046(c)			586		495,213
Hardee’s Funding LLC Series 2018-1A, Class A23 5.71%, 06/20/2048(c)			774		691,295
Series 2020-1A, Class A2 3.981%, 12/20/2050(c)			476		400,593
MVW LLC Series 2021-2A, Class B 1.83%, 05/20/2039(c)			609		547,164
Neighborly Issuer Series 2022-1A, Class A2 3.695%, 01/30/2052(c)			1,983		1,615,617
Series 2023-1A, Class A2 7.308%, 01/30/2053(c)			1,397		1,355,337
Neighborly Issuer LLC Series 2021-1A, Class A2 3.584%, 04/30/2051(c)			761		635,068
Nelnet Student Loan Trust Series 2021-BA, Class B 2.68%, 04/20/2062(c)			620		487,577
Series 2021-CA, Class B 2.53%, 04/20/2062(c)			907		708,351
Series 2021-DA, Class B 2.90%, 04/20/2062(c)			798		636,820
NMEF Funding LLC Series 2022-B, Class A2 6.07%, 06/15/2029(c)			555		552,356
Upstart Securitization Trust Series 2021-3, Class B 1.66%, 07/20/2031(c)			1,360		1,331,193

					19,542,478

Autos—Fixed Rate–2.4%
ACM Auto Trust Series 2023-1A, Class A 6.61%, 01/22/2030(c)			811		810,141
American Credit Acceptance Receivables Trust Series 2023-1, Class A 5.45%, 09/14/2026(c)			835		832,777
Avis Budget Rental Car Funding AESOP LLC Series 2023-3A, Class A 5.44%, 02/22/2028(c)			1,016		997,554
Carvana Auto Receivables Trust Series 2021-N3, Class C 1.02%, 06/12/2028			225		207,127



	Principal Amount (000)			U.S. $ Value
Series 2021-N4, Class D 2.30%, 09/11/2028		U.S.$	793	$	754,340
Series 2021-P4, Class D 2.61%, 09/11/2028			989		842,097
CPS Auto Receivables Trust Series 2021-C, Class D 1.69%, 06/15/2027(c)			1,350		1,271,196
Series 2022-A, Class C 2.17%, 04/16/2029(c)			1,373		1,311,506
FHF Trust Series 2021-2A, Class A 0.83%, 12/15/2026(c)			301		288,433
Flagship Credit Auto Trust Series 2023-1, Class A2 5.38%, 12/15/2026(c)			1,426		1,419,342
Series 2023-2, Class A2 5.76%, 04/15/2027(c)			1,309		1,303,136
Ford Credit Auto Owner Trust Series 2021-1, Class D 2.31%, 10/17/2033(c)			1,390		1,219,205
Foursight Capital Automobile Receivables Trust Series 2023-1, Class A2 5.43%, 10/15/2026(c)			1,562		1,554,142
LAD Auto Receivables Trust Series 2021-1A, Class A 1.30%, 08/17/2026(c)			316		309,953
Series 2023-1A, Class A2 5.68%, 10/15/2026(c)			977		974,407
Santander Bank Auto Credit-Linked Notes Series 2022-A, Class B 5.281%, 05/15/2032(c)			753		743,804
Santander Drive Auto Receivables Trust Series 2023-3, Class B 5.61%, 07/17/2028			832		824,303

					15,663,463

Credit Cards—Fixed Rate–0.3%
Brex Commercial Charge Card Master Trust Series 2022-1, Class A 4.63%, 07/15/2025(c)			1,888		1,857,483

Home Equity Loans—Floating Rate–0.0%
Wells Fargo Home Equity Trust Mortgage Pass-Through Certificates Series 2004-1, Class 1A 6.034% (SOFR + 0.71%), 04/25/2034(f)			34		31,951

Total Asset-Backed Securities (cost $40,298,021)					37,095,375



2023 Annual Report		19

Schedule of Investments (continued)



	Principal Amount (000)			U.S. $ Value

COLLATERALIZED LOAN OBLIGATIONS–3.3%
CLO—Floating Rate–3.3%
Balboa Bay Loan Funding Ltd. Series 2021-1A, Class A 6.788% (SOFR + 1.46%), 07/20/2034(c)(f)		U.S.$	1,472	$	1,464,275
Dryden 78 CLO Ltd. Series 2020-78A, Class C 7.52% (SOFR + 2.21%), 04/17/2033(c)(f)			1,260		1,245,414
Elevation CLO Ltd. Series 2020-11A, Class C 7.77% (SOFR + 2.46%), 04/15/2033(c)(f)			1,080		1,047,642
Elmwood CLO IX Ltd. Series 2021-2A, Class A 6.718% (SOFR + 1.39%), 07/20/2034(c)(f)			1,500		1,493,920
Flatiron CLO 21 Ltd. Series 2021-1A, Class A1 6.692% (LIBOR 3 Month + 1.11%), 07/19/2034(c)(f)			1,130		1,122,652
Goldentree Loan Management US CLO 7 Ltd. Series 2020-7A, Class AR 6.658% (SOFR + 1.33%), 04/20/2034(c)(f)			1,491		1,478,804
Neuberger Berman Loan Advisers CLO 43 Ltd. Series 2021-43A, Class A 6.70% (SOFR + 1.39%), 07/17/2035(c)(f)			1,729		1,717,845
New Mountain CLO 3 Ltd. Series CLO-3A, Class D 8.938% (SOFR + 3.61%), 10/20/2034(c)(f)			250		242,212
OCP CLO Ltd. Series 2020-18A, Class AR 6.678% (SOFR + 1.35%), 07/20/2032(c)(f)			1,954		1,949,195
Pikes Peak CLO 8 Series 2021-8A, Class A 6.758% (SOFR + 1.43%), 07/20/2034(c)(f)			1,907		1,883,947
Rad CLO 7 Ltd. Series 2020-7A, Class C 7.57% (SOFR + 2.26%), 04/17/2033(c)(f)			570		564,540
Rad CLO 11 Ltd. Series 2021-11A, Class D 8.47% (SOFR + 3.16%), 04/15/2034(c)(f)			950		910,998
Regatta XX Funding Ltd. Series 2021-2A, Class A 6.73% (SOFR + 1.42%), 10/15/2034(c)(f)			2,924		2,911,405



	Principal Amount (000)		U.S. $ Value
Rockford Tower CLO Ltd. Series 2021-1A, Class D 8.588% (SOFR + 3.26%), 07/20/2034(c)(f)	U.S.$	1,883	$	1,760,616
Series 2021-2A, Class A1 6.748% (SOFR + 1.42%), 07/20/2034(c)(f)		1,310		1,300,047
Voya CLO Ltd. Series 2019-1A, Class DR 8.42% (SOFR + 3.11%), 04/15/2031(c)(f)		480		457,899

Total Collateralized Loan Obligations (cost $21,888,134)				21,551,411



COMMERCIAL MORTGAGE-BACKED SECURITIES –3.0%
Non-Agency Floating Rate CMBS–1.9%
AREIT Trust Series 2022-CRE6, Class A 6.563% (SOFR + 1.25%), 01/20/2037(c)(f)		2,850		2,811,063
BAMLL Commercial Mortgage Securities Trust Series 2017-SCH, Class AF 6.38% (SOFR + 1.05%), 11/15/2033(c)(f)		2,435		2,185,702
BBCMS Mortgage Trust Series 2020-BID, Class A 7.588% (SOFR + 2.25%), 10/15/2037(c)(f)		1,998		1,902,520
BFLD Trust Series 2021-FPM, Class A 7.048% (SOFR + 1.71%), 06/15/2038(c)(f)		2,976		2,844,523
BX Commercial Mortgage Trust Series 2019-IMC, Class D 7.347% (SOFR + 2.01%), 04/15/2034(c)(f)		207		203,518
Series 2019-IMC, Class E 7.597% (SOFR + 2.26%), 04/15/2034(c)(f)		839		822,192
CLNY Trust Series 2019-IKPR, Class D 7.468% (SOFR + 2.14%), 11/15/2038(c)(f)		1,450		1,337,470
Federal Home Loan Mortgage Corp. Series 2021-MN1, Class M1 7.31% (SOFR + 2.00%), 01/25/2051(c)(f)		175		169,554
Natixis Commercial Mortgage Securities Trust Series 2019-MILE, Class A 6.912% (SOFR + 1.58%), 07/15/2036(c)(f)		566		515,801

				12,792,343



20		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate CMBS–1.1%
BAMLL Commercial Mortgage Securities Trust Series 2013-WBRK, Class D 3.652%, 03/10/2037(c)	U.S.$	740	$	586,859
Commercial Mortgage Trust Series 2012-CR3, Class E 4.438%, 10/15/2045(c)		889		266,622
Series 2015-LC21, Class XA 0.78%, 07/10/2048(i)		1,991		16,667
GS Mortgage Securities Trust Series 2011-GC5, Class D 5.299%, 08/10/2044(c)		28		8,132
GSF Series 2021-1, Class A1 1.433%, 08/15/2026(g)(j)		1,182		1,111,791
Series 2021-1, Class A2 2.435%, 08/15/2026(g)(j)		1,801		1,692,645
Series 2021-1, Class AS 2.638%, 08/15/2026(g)(j)		59		53,118
HFX Funding Issuer Series 2017-1A, Class A3 3.647%, 03/15/2035(g)		1,690		1,624,236
JPMBB Commercial Mortgage Securities Trust Series 2013-C14, Class D 4.385%, 08/15/2046(c)		472		198,212
Series 2014-C22, Class XA 0.943%, 09/15/2047(i)		4,567		18,479
LB-UBS Commercial Mortgage Trust Series 2006-C6, Class AJ 5.452%, 09/15/2039		147		55,421
LSTAR Commercial Mortgage Trust Series 2016-4, Class A2 2.579%, 03/10/2049(c)		214		208,234
Morgan Stanley Bank of America Merrill Lynch Trust Series 2014-C19, Class D 3.25%, 12/15/2047(c)		603		477,501
Series 2015-C25, Class XA 1.179%, 10/15/2048(i)		1,860		24,606
Wells Fargo Commercial Mortgage Trust Series 2016-NXS6, Class C 4.535%, 11/15/2049		1,030		869,109

				7,211,632

Total Commercial Mortgage-Backed Securities (cost $22,390,583)				20,003,975



AGENCIES–1.9%
Agency Debentures–1.9%
Federal Home Loan Banks 2.50%, 02/13/2024		1,465		1,448,724
4.00%, 06/30/2028		10,600		10,292,176



	Principal Amount (000)			U.S. $ Value
Federal National Mortgage Association 6.25%, 05/15/2029		U.S.$	355	$	381,359
6.625%, 11/15/2030			260		287,805

Total Agencies (cost $12,784,190)					12,410,064



CORPORATES—NON-INVESTMENT GRADE–1.3%

Industrial–1.2%
Capital Goods–0.1%
TK Elevator Midco GmbH 4.375%, 07/15/2027(c)		EUR	331		316,893

Communications—Media–0.4%
Altice Financing SA 3.00%, 01/15/2028(c)			540		480,625
CCO Holdings LLC/CCO Holdings Capital Corp. 4.50%, 08/15/2030(c)		U.S.$	348		285,444
4.75%, 02/01/2032(c)			260		208,016
DISH DBS Corp. 5.75%, 12/01/2028(c)			996		765,426
Summer BC Holdco B SARL 5.75%, 10/31/2026(c)		EUR	540		523,626
VZ Vendor Financing II BV 2.875%, 01/15/2029(c)			540		441,060

					2,704,197

Communications—Telecommunications–0.1%
Altice France SA/France 3.375%, 01/15/2028(c)			259		202,874
Lorca Telecom Bondco SA 4.00%, 09/18/2027(c)			540		530,414

					733,288

Consumer Cyclical—Automotive–0.2%
ZF North America Capital, Inc. 6.875%, 04/14/2028(c)		U.S.$	692		677,502
7.125%, 04/14/2030(c)			346		339,288

					1,016,790

Consumer Cyclical—Entertainment–0.2%
Carnival Corp. 4.00%, 08/01/2028(c)			1,545		1,337,275

Consumer Non-Cyclical–0.0%
Organon & Co./Organon Foreign Debt Co-Issuer BV 2.875%, 04/30/2028(c)		EUR	320		291,222

Services–0.1%
APCOA Parking Holdings GmbH 4.625%, 01/15/2027(c)			540		518,648

Technology–0.1%
Seagate HDD Cayman 8.25%, 12/15/2029(c)		U.S.$	736		754,842

					7,673,155



2023 Annual Report		21

Schedule of Investments (continued)



	Principal Amount (000)		U.S. $ Value

Utility–0.1%
Electric–0.1%
Vistra Corp. 7.00%, 12/15/2026(c)(e)	U.S.$	648	$	596,050

Total Corporates—Non-Investment Grade (cost $9,641,632)				8,269,205



LOCAL GOVERNMENTS—US MUNICIPAL BONDS–0.8%
United States–0.8%
State Board of Administration Finance Corp. (Florida Hurricane Catastrophe Fund) Series 2020-A 1.705%, 07/01/2027		1,634		1,425,945
State of California Series 2010 7.625%, 03/01/2040		2,040		2,391,296
University of California Series 2021-B 3.071%, 05/15/2051		2,070		1,288,624

Total Local Governments—US Municipal Bonds (cost $5,809,846)				5,105,865



EMERGING MARKETS—CORPORATE BONDS–0.3%

Industrial–0.3%
Basic–0.0%
CSN Resources SA 4.625%, 06/10/2031(c)		293		221,634
Volcan Cia Minera SAA 4.375%, 02/11/2026(c)		189		107,594

				329,228

Capital Goods–0.0%
Odebrecht Holdco Finance Ltd. Zero Coupon, 09/10/2058(c)		417		375

Communications—Media–0.1%
Globo Comunicacao e Participacoes SA 4.875%, 01/22/2030(c)		645		533,641

Consumer Cyclical—Other–0.1%
Wynn Macau Ltd. 5.625%, 08/26/2028(c)		730		629,625

Consumer Non-Cyclical–0.1%
Natura & Co. Luxembourg Holdings SARL 6.00%, 04/19/2029(c)		564		518,880

				2,011,749



Utility–0.0%
Electric–0.0%
Terraform Global Operating LP 6.125%, 03/01/2026(c)		117		114,780

Principal Amount (000)

U.S. $ Value

Financial Institutions–0.0%

Other Finance–0.0%

OEC Finance Ltd.
5.25%, 12/27/2033(c)(d)(k)

U.S.$

410

16,414

Total Emerging Markets—Corporate Bonds
(cost $3,294,323)

2,142,943

QUASI-SOVEREIGNS–0.3%

Quasi-Sovereign Bonds–0.3%

Hungary–0.1%

Magyar Export-Import Bank Zrt
6.125%, 12/04/2027(c)

988

970,562

Indonesia–0.1%

Perusahaan Perseroan Persero PT Perusahaan Listrik Negara
5.45%, 05/21/2028(c)

447

435,570

Mexico–0.1%

Comision Federal de Electricidad
4.688%, 05/15/2029(c)

478

427,810

Total Quasi-Sovereigns
(cost $1,908,819)

1,833,942

Shares

COMMON STOCKS–0.1%

Financials–0.1%

Insurance–0.1%

Mt Logan Re Ltd. Special Investment, Series 2, December 2022–Class U-1(j)(l)(m)

523

456,158

Mt Logan Re Ltd. Special Investment, Series 5, December 2022–Class U-1(j)(l)(m)

359

195,218

Total Common Stocks
(cost $783,461)

651,376

Principal Amount (000)

EMERGING MARKETS—SOVEREIGNS–0.1%

Dominican Republic–0.1%

Dominican Republic International Bond
4.875%, 09/23/2032(c)
(cost $788,000)

U.S.$

788

639,612



22		Sanford C. Bernstein Fund II, Inc.



	Principal Amount (000)		U.S. $ Value

GOVERNMENTS–SOVEREIGN BONDS–0.1%
Colombia–0.1%
Colombia Government International Bond 3.125%, 04/15/2031 (cost $694,158)	U.S.$	696	$	513,996



SHORT-TERM INVESTMENTS–8.3%
U.S. Treasury Bills–7.9%
U.S. Treasury Bill Zero Coupon, 10/26/2023		1,370		1,365,191
Zero Coupon, 11/02/2023		21,167		21,069,816
Zero Coupon, 12/12/2023		2,599		2,571,782
Zero Coupon, 01/02/2024		12,084		11,920,076
Zero Coupon, 03/14/2024		15,640		15,261,668

Total U.S. Treasury Bills (cost $52,198,262)				52,188,533



	Shares		U.S. $ Value
Investment Companies–0.4%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 5.25%(n)(o)(p) (cost $2,618,668)		2,618,668	$	2,618,668

Total Short-Term Investments (cost $54,816,930)				54,807,201

Total Investments—107.1% (cost $783,244,406)				704,267,274

Other assets less liabilities—(7.1)%				(46,810,279	)

Net Assets—100.0%			$	657,456,995



FUTURES (see Note 3)
Description	Number of Contracts		Expiration Month	Current Notional		Value and Unrealized Appreciation (Depreciation)
Purchased Contracts

U.S. 10 Yr Ultra Futures		185	December 2023	$	20,639,063	$	(644,641	)

U.S. Long Bond (CBT) Futures		83	December 2023		9,443,844		(526,133	)

U.S. T-Note 5 Yr (CBT) Futures		1,039	December 2023		109,468,391		(1,045,285	)

Sold Contracts

10 Yr Japan Bond (OSE) Futures		21	December 2023		20,370,450		156,619

U.S. Ultra Bond (CBT) Futures		1	December 2023		118,688		(627	)

						$	(2,060,067	)



FORWARD CURRENCY EXCHANGE CONTRACTS (see Note 3)
Counterparty	Contracts to Deliver (000)		In Exchange For (000)			Settlement Date		Unrealized Appreciation (Depreciation)

Morgan Stanley Capital Services, Inc.	EUR	5,813		USD	6,410		10/12/2023	$	262,294

State Street Bank & Trust Co.	USD	12		EUR	11		10/12/2023		(111	)

State Street Bank & Trust Co.	JPY	445		USD	3		10/19/2023		116

								$	262,299

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note 3)

Rate Type

Payment
Frequency Paid/
Received

Market
Value

Upfront
Premiums
Paid
(Received)

Unrealized
Appreciation
(Depreciation)

Notional Amount
(000)

Termination
Date

Payments made
by the Fund

Payments received
by the Fund

USD

4,950

12/13/2029

1.537%

1 Day SOFR

Annual

835,322

456,878

378,444



2023 Annual Report		23

Schedule of Investments (continued)



CREDIT DEFAULT SWAPS (see Note 3)
Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at September 30, 2023			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		7.50	%		USD	3	$	(493	)	$	(503	)	$	10
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	5		(703	)		(574	)		(129	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	24		(3,446	)		(3,257	)		(189	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	21		(2,953	)		(2,543	)		(410	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	22		(3,095	)		(2,603	)		(492	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	17		(2,462	)		(1,883	)		(579	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	21		(3,024	)		(2,433	)		(591	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	24		(3,517	)		(2,923	)		(594	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	12		(1,758	)		(1,134	)		(624	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	24		(3,517	)		(2,830	)		(687	)
Credit Suisse International
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	2		(352	)		(279	)		(73	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	123		(17,653	)		(9,079	)		(8,574	)
Goldman Sachs International
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	14		(1,970	)		(1,897	)		(73	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	15		(2,180	)		(1,773	)		(407	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	22		(3,165	)		(2,353	)		(812	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	22		(3,164	)		(1,982	)		(1,182	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		7.50			USD	22		(3,165	)		(1,832	)		(1,333	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	131		(18,849	)		(10,329	)		(8,520	)
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	298		(42,902	)		(31,121	)		(11,781	)
Morgan Stanley Capital Services LLC
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		7.50			USD	180		(25,952	)		(11,606	)		(14,346	)

												$	(144,320	)	$	(92,934	)	$	(51,386	)

Termination date

Principal amount less than 500.

(a)

Position, or a portion thereof, has been segregated to collateralize margin requirements for open centrally cleared swaps.

(b)

Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

(c)

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 September 30, 2023, the aggregate market value of these securities amounted to $188,513,654 or 28.7% of net assets.



24		Sanford C. Bernstein Fund II, Inc.

(d)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at September 30, 2023.

(e)

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

(f)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at September 30, 2023.

(g)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities, which represent 0.77% of net assets as of September 30, 2023, are considered illiquid and restricted. Additional information regarding such securities follows:


144A/Restricted & Illiquid Securities	Acquisition Date		Cost	Market Value		Percentage of Net Assets
GSF Series 2021-1, Class A1 1.433%, 08/15/2026		02/25/2021	$ 1,142,833	$	1,111,791		0.17	%
GSF Series 2021-1, Class A2 2.435%, 08/15/2026		02/25/2021	1,835,474		1,692,645		0.26	%
GSF Series 2021-1, Class AS 2.638%, 08/15/2026		02/25/2021	59,957		53,118		0.01	%
HFX Funding Issuer Series 2017-1A, Class A3 3.647%, 03/15/2035		11/19/2020	1,792,861		1,624,236		0.25	%
JPMorgan Madison Avenue Securities Trust Series 2014-CH1, Class M2 9.679%, 11/25/2024		11/06/2015	41,478		42,125		0.01	%
PMT Credit Risk Transfer Trust Series 2020-1R, Class A 8.779%, 02/27/2023		02/11/2020	210,399		208,268		0.03	%
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 1M2 10.679%, 11/25/2025		09/28/2015	168,987		170,692		0.03	%
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 2M2 10.929%, 11/25/2025		09/28/2015	40,767		42,065		0.01	%

(h)

Inverse interest only security.

(i)

IO—Interest Only.

(j)

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

(k)

Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at September 30, 2023.

(l)

Fair valued by the Adviser.

(m)

Non-income producing security.

(n)

Affiliated investments.

(o)

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

(p)

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

Currency Abbreviations:

EUR—Euro

JPY—Japanese Yen

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ARMs—Adjustable Rate Mortgages

CBT—Chicago Board of Trade

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

CLO—Collateralized Loan Obligations

CMBS—Commercial Mortgage-Backed Securities

LIBOR—London Interbank Offered Rate

OSE—Osaka Securities Exchange

OTC—Over-the-Counter

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

RFUCCT1Y—Refinitiv USD IBOR Consumer Cash Fallbacks Term 1 Year

SOFR—Secured Overnight Financing Rate

TBA—To Be Announced

See notes to financial statements.



2023 Annual Report		25

Statement of Assets and Liabilities—September 30, 2023


	INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO

ASSETS

Investments in securities, at value

Unaffiliated issuers (cost $780,625,738)	$	701,648,606

Affiliated issuers (cost $2,618,668)		2,618,668

Cash		170

Cash collateral due from broker		2,442,453

Receivables:

Unaffiliated interest and dividends		5,311,794

Affiliated dividends		22,010

Investment securities sold		9,112,923

Variation margin on futures		249,368

Unrealized appreciation of forward currency exchange contracts		262,410


Total assets		721,668,402


LIABILITIES

Payables:

Dividends to shareholders		658,614

Investment securities purchased		62,775,060

Advisory fee		189,851

Administrative fee		23,878

Capital shares redeemed		15,045

Variation margin on centrally cleared swaps		8,744

Foreign capital gains taxes		7,462

Transfer Agent fee		1,507

Accrued expenses and other liabilities		386,815

Market value on credit default swaps (net premiums received $92,934)		144,320

Unrealized depreciation of forward currency exchange contracts		111


Total liabilities		64,211,407


NET ASSETS	$	657,456,995


SHARES OF CAPITAL STOCK OUTSTANDING		53,420,759


NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE	$	12.31


NET ASSETS CONSIST OF:

Capital stock, at par*	$	53,421

Additional paid-in capital		817,437,906

Accumulated loss		(160,034,332	)


	$	657,456,995

* The Sanford C. Bernstein Fund II, Inc., has authorized 18 billion shares of common stock with par value of $.001 per share.

See Notes to Financial Statements.



26		Sanford C. Bernstein Fund II, Inc.

Statement of Operations—for the year ended September 30, 2023


	INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO

INVESTMENT INCOME

Income:

Interest	$	27,447,535

Dividends

Unaffiliated issuers		230,242

Affiliated issuers		251,366


Total income		27,929,143


Expenses:

Advisory fee (see Note 2A)		3,082,970

Custody and accounting fees		184,482

Transfer Agent fee		18,552

Auditing and tax fees		120,947

Administrative		93,740

Legal fees		67,934

Registration fees		37,322

Printing fees		35,868

Directors’ fees and expenses		25,751

Miscellaneous		56,318


Total expenses		3,723,884

Less: expenses waived and reimbursed by the Adviser (see Note 2A and 2C)		(641,750	)


Net expenses		3,082,134


Net investment income		24,847,009


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

Net realized loss on:

Investment transactions (a)		(33,766,733	)

Forward currency exchange contracts		(94,329	)

Futures		(8,438,668	)

Swaps		(1,189,350	)

Foreign currency transactions		(889,517	)


Net realized loss on investment and foreign currency transactions		(44,378,597	)


Net change in unrealized appreciation (depreciation) of:

Investments		20,649,834

Forward currency exchange contracts		349,087

Futures		1,042,973

Swaps		369,407

Foreign currency denominated assets and liabilities and other assets		8,105


Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities		22,419,406


Net realized and unrealized loss on investment and foreign currency transactions		(21,959,191	)


Net increase in net assets resulting from operations	$	2,887,818

(a) Net of foreign realized capital gains taxes of $17,929.

See Notes to Financial Statements.



2023 Annual Report		27

Statement of Changes in Net Assets



	INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO

	YEAR ENDED 9/30/23			YEAR ENDED 9/30/22

INCREASE (DECREASE) IN NET ASSETS FROM

Operations:

Net investment income	$	24,847,009		$	15,746,389

Net realized loss on investment and foreign currency transactions		(44,378,597	)		(34,595,739	)

Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities and other assets and liabilities		22,419,406			(116,319,144	)


Net increase (decrease) in net assets resulting from operations		2,887,818			(135,168,494	)


Distributions to shareholders		(25,461,479	)		(29,599,918	)


Capital-share transactions:

Net proceeds from sales of shares		74,532,918			80,941,080

Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions		20,634,623			26,986,366


Total proceeds from shares sold		95,167,541			107,927,446

Cost of shares redeemed		(123,627,173	)		(251,653,718	)


Net decrease in net assets from capital-share transactions		(28,459,632	)		(143,726,272	)


Net decrease in net assets		(51,033,293	)		(308,494,684	)

NET ASSETS:

Beginning of period		708,490,288			1,016,984,972


End of period	$	657,456,995		$	708,490,288

See Notes to Financial Statements.



28		Sanford C. Bernstein Fund II, Inc.

Financial Highlights

Selected per-share data and ratios for a share of capital stock outstanding for the Portfolio for each of the periods presented:



	INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO

	YEAR ENDED 9/30/23			YEAR ENDED 9/30/22			YEAR ENDED 9/30/21			YEAR ENDED 9/30/20			YEAR ENDED 9/30/19

Net asset value, beginning of period	$	12.72		$	15.50		$	16.04		$	15.46		$	14.55


Income from investment operations

Investment income, net (a)(b)		0.47			0.26			0.30			0.40			0.44

Net realized and unrealized gain (loss) on investment and foreign currency transactions		(0.41	)		(2.55	)		(0.29	)		0.65			0.95

Contributions from affiliates		0			0			0			0			0.00	(c)


Total from investment operations		0.06			(2.29	)		0.01			1.05			1.39


Less: Dividends and Distributions

Dividends from net investment income		(0.47	)		(0.27	)		(0.33	)		(0.44	)		(0.48	)

Dividends from net realized gain on investment transactions		0			(0.22	)		(0.22	)		(0.03	)		0


Total dividends and distributions		(0.47	)		(0.49	)		(0.55	)		(0.47	)		(0.48	)


Net asset value, end of period	$	12.31		$	12.72		$	15.50		$	16.04		$	15.46


Total return (d)		0.45%			(15.13)%			0.02%			6.96%			9.70%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)		$657,457			$708,490			$1,016,985			$905,508			$886,574

Average net assets (000 omitted)		$685,104			$853,245			$963,532			$879,658			$816,533

Ratio to average net assets of:

Expenses, net of waivers/reimbursements		0.45%			0.45%			0.45%			0.45%			0.45%

Expenses, before waivers/reimbursements		0.54%			0.51%			0.52%			0.52%			0.52%

Net investment income (b)		3.63%			1.85%			1.92%			2.55%			2.98%

Portfolio turnover rate (e)		169%			129%			118%			86%			70%

(a)

Based on average shares outstanding.

(b)

Net of expenses waived by the Adviser.

(c)

Amount is less than $.005.

(d)

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

(e)

The Portfolio accounts for dollar roll transactions as purchases and sales.

See Notes to Financial Statements.



2023 Annual Report		29

Notes to Financial Statements

NOTE 1.

Organization and Significant Accounting Policies

Sanford C. Bernstein Fund II, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end registered investment company. The Fund, which is a Maryland corporation, currently comprises one portfolio, the Intermediate Duration Institutional Portfolio (the “Portfolio”). 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

Portfolio 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 Portfolio’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’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 Portfolio’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 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.



30		Sanford C. Bernstein Fund II, Inc.

Fair Value Measurements

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

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

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

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

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

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.



2023 Annual Report		31

Notes to Financial Statements (continued)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of September 30, 2023:


INVESTMENTSIN SECURITIES:	LEVEL 1			LEVEL 2			LEVEL 3		TOTAL

Assets:
Governments—Treasuries	$	0		$	218,754,705		$	0	$	218,754,705

Corporates—Investment Grade		0			146,632,093			0		146,632,093

Mortgage Pass-Throughs		0			121,725,999			0		121,725,999

Collateralized Mortgage Obligations		0			52,129,512			0		52,129,512

Asset-Backed Securities		0			37,095,375			0		37,095,375

Collateralized Loan Obligations		0			21,551,411			0		21,551,411

Commercial Mortgage-Backed Securities		0			17,146,421			2,857,554		20,003,975

Agencies		0			12,410,064			0		12,410,064

Corporates—Non-Investment Grade		0			8,269,205			0		8,269,205

Local Governments—US Municipal Bonds		0			5,105,865			0		5,105,865

Emerging Markets—Corporate Bonds		0			2,142,943			0		2,142,943

Quasi-Sovereigns		0			1,833,942			0		1,833,942

Common Stocks		0			0			651,376		651,376

Emerging Markets—Sovereigns		0			639,612			0		639,612

Governments—Sovereign Bonds		0			513,996			0		513,996

Short-Term Investments:

U.S. Treasury Bills		0			52,188,533			0		52,188,533

Investment Companies		2,618,668			0			0		2,618,668

Total Investments in Securities		2,618,668			698,139,676			3,508,930		704,267,274

Other Financial Instruments (a):

Assets:

Futures		156,619			0			0		156,619	(b)

Forward Currency Exchange Contracts		0			262,410			0		262,410

Centrally Cleared Interest Rate Swaps		0			835,322			0		835,322	(b)

Liabilities:

Futures		(2,216,686	)		0			0		(2,216,686	)(b)

Forward Currency Exchange Contracts		0			(111	)		0		(111	)

Credit Default Swaps		0			(144,320	)		0		(144,320	)

Total	$	558,601		$	699,092,977		$	3,508,930	$	703,160,508

(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 schedule of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

Foreign Currency Translation

The accounting records of the Portfolio are maintained in U.S. dollars. Prices of securities and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars using the exchange rate at 4:00 p.m., Eastern Time. Amounts related to the purchases and sales of securities, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.



32		Sanford C. Bernstein Fund II, Inc.

Net realized gain or loss on foreign currency transactions represents net foreign exchange gains or losses from the disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on security transactions and the difference between the amount of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amount actually received or paid. Net unrealized currency gains and losses arising from valuing foreign currency denominated assets and liabilities, other than security investments, at the current exchange rate are reflected as part of unrealized appreciation/depreciation on foreign currencies.

The Portfolio does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of securities held at period end. The Portfolio does isolate the effect of changes in foreign exchange rates from changes in market prices of debt securities sold during the year, as required by the Internal Revenue Code.

The Portfolio may invest in foreign securities and foreign currency transactions that may involve risks not associated with domestic investments as a result of the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, among others.

Taxes

The Portfolio intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986 as they apply to regulated investment companies. By so complying, the Portfolio will not be subject to federal and state income taxes to the extent that all of its income is distributed. The Portfolio 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 based on management’s understanding of applicable local tax law.

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

Security Transactions and Related Investment Income

Security transactions are accounted for on the trade date (the date the buy or sell order is executed). Securities gains and losses are calculated on the identified cost basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio 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.

Securities Transactions on a When-Issued or Delayed-Delivery Basis

The Portfolio may purchase securities on a when-issued basis or purchase or sell securities on a delayed-delivery basis. At the time the Portfolio commits to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will record the transaction and use the security’s value in determining the Portfolio’s net asset value. At the time the Portfolio commits to sell a security on a delayed-delivery basis, the Portfolio will record the transaction and exclude the security’s value in determining the Portfolio’s net asset value.

Distribution of Income and Gains

Net investment income of the Portfolio is declared and recorded as a dividend to shareholders daily and is payable to shareholders monthly.

Distributions of net realized gains, less any available loss carryforwards, if any, for the Portfolio will be paid to shareholders at least once a year, and recorded on the ex-dividend date.



2023 Annual Report		33

Notes to Financial Statements (continued)

Elements of realized gains and net investment income may be recorded in different accounting periods for financial reporting (book) and federal income tax (tax) purposes (temporary differences). To the extent that such distributions required for tax purposes exceed income and gains recorded for book purposes as a result of such temporary differences, “excess distributions” are reflected in the accompanying statement of assets and liabilities. To the extent distributions exceed income and gains for tax purposes, such distributions would be shown as “return of capital” on the statement of changes in net assets. Certain other differences—permanent differences—arise because treatment of elements of income and gains is different between book and tax accounting. Permanent differences are reclassified in the year they arise.

During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additional paid-in capital.

NOTE 2.

Investment Management and Transactions with Affiliated Persons

Advisory Fee

Under the advisory agreement between the Fund and Adviser, the Portfolio pays the Adviser an advisory fee at an annual rate of 0.45% of the first $2.5 billion, 0.40% of the next $2.5 billion, 0.35% of the next $5 billion and 0.30% in excess of $8 billion of the average daily net assets of the Portfolio. Pursuant to an Expense Limitation Agreement, during the reporting period, the Adviser waived a portion of its advisory fee or reimbursed the Portfolio for a portion of its expenses to the extent necessary to limit the Portfolio’s expenses to 0.45%. This waiver extends through January 28, 2024 and may be extended by the Adviser for additional one-year terms. For the year ended September 30, 2023, the aggregate amount of such fee waiver was $635,801.

Distribution Arrangements

Under the Distribution Agreement between the Fund, on behalf of the Portfolio, and Sanford C. Bernstein & Co., LLC (the “Distributor”), the Distributor agrees to act as agent to sell shares of the Portfolio. The Distributor receives no fee for this service, and furthermore agrees to pay all expenses arising from the performance of its obligations under this agreement. The Distributor is a wholly owned subsidiary of the Adviser.

Investments and other transactions with Affiliated Issuers

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser had contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the year ended September 30, 2023, such waiver amounted to $5,949.

A summary of the Portfolio’s transactions in AB mutual funds for the year ended September 30, 2023 is as follows:


PORTFOLIO	MARKET VALUE 9/30/22 (000)		PURCHASES AT COST (000)		SALES PROCEEDS (000)		MARKET VALUE 9/30/23 (000)		DIVIDEND INCOME (000)

Government Money Market Portfolio	$	7,114	$	227,355	$	231,850	$	2,619	$	251



34		Sanford C. Bernstein Fund II, Inc.

NOTE 3.

Investment Security Transactions

Purchases and Sales

For the year ended September 30, 2023, the Portfolio had purchases and sales transactions, excluding transactions in short-term instruments, as follows:


	PURCHASES		SALES

Investment securities (excluding U.S. government securities)	$	111,082,008	$	136,637,799

U.S. government securities		1,050,836,016		1,068,578,649

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



Cost	$	783,645,674


Gross unrealized appreciation	$	3,866,706

Gross unrealized depreciation		(82,621,347	)


Net unrealized appreciation	$	(78,754,641	)

Derivative Financial Instruments

The Portfolio 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 Portfolio, as well as the methods in which they may be used are:

•

Futures

The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio to unlimited risk of loss. The Portfolio may enter into futures only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transactions; therefore, the Portfolio’s credit risk is subject to failure of the exchange or board of trade. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended September 30, 2023, the Portfolio held futures for hedging and non-hedging purposes.



2023 Annual Report		35

Notes to Financial Statements (continued)

•

Forward Currency Exchange Contracts

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

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

During the year ended September 30, 2023, the Portfolio held forward currency exchange contracts for hedging purposes.

•

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps are subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio 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 Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio 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.



36		Sanford C. Bernstein Fund II, Inc.

Interest Rate Swaps:

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

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

During the year ended September 30, 2023, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

Credit default swaps may involve greater risks than if the Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

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

During the year ended September 30, 2023, the Portfolio held credit default swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and



2023 Annual Report		37

Notes to Financial Statements (continued)

create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

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

During the year ended September 30, 2023, the Portfolio had entered into the following derivatives:

ASSET DERIVATIVES

LIABILITY DERIVATIVES

DERIVATIVE TYPE

STATEMENTOF ASSETS
AND LIABILITIES
LOCATION

FAIR VALUE

STATEMENTOF ASSETS
AND LIABILITIES LOCATION

FAIR VALUE

Interest rate contracts

Receivable for variation margin on futures

156,619

Payable for variation margin on futures

2,216,686

Interest rate contracts

Receivable for variation margin on centrally cleared swaps

378,444

Foreign currency contracts

Unrealized appreciation on forward currency exchange contracts

262,410

Unrealized depreciation on forward currency exchange contracts

111

Credit contracts

Market value on credit default swaps

144,320

Total

797,473

2,361,117

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 schedule of investments.


DERIVATIVE TYPE	LOCATION OF GAIN OR (LOSS) ON DERIVATIVES WITHIN STATEMENT OF OPERATIONS	REALIZED GAIN OR (LOSS)ON DERIVATIVES			CHANGE IN UNREALIZED APPRECIATIONOR (DEPRECIATION)

Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures	$	(8,438,668	)	$	1,042,973

Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation (depreciation) of forward currency exchange contracts		(94,329	)		349,087

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps		504,922			(261,531	)

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps		(1,694,272	)		630,938

Total		$	(9,722,347	)	$	1,761,467



38		Sanford C. Bernstein Fund II, Inc.

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended September 30, 2023:


Futures:

Average notional amount of buy contracts	$	103,790,042

Average notional amount of sale contracts	$	29,159,353

Forward Currency Exchange Contracts:

Average principal amount of buy contracts	$	136,379	(a)

Average principal amount of sale contracts	$	6,318,441

Centrally Cleared Interest Rate Swaps:

Average notional amount	$	4,950,000

Credit Default Swaps:

Average notional amount of sale contracts	$	2,234,359

Centrally Cleared Credit Default Swaps:

Average notional amount of buy contracts	$	14,205,833	(b)

(a)

Positions were open for three months during the year.

(b)

Positions were open for five months during the year.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of September 30, 2023. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.


COUNTERPARTY	DERIVATIVE ASSETS SUBJECT TO A MA		DERIVATIVES AVAILABLE FOR OFFSET			CASH COLLATERAL RECEIVED*		SECURITY COLLATERAL RECEIVED*			NET AMOUNT OF DERIVATIVE ASSETS

Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.	$	262,294	$	(25,952	)	$	0	$	0		$	236,342

State Street Bank & Trust Co.		116		(111	)		0		0			5

Total	$	262,410	$	(26,063	)	$	0	$	0		$	236,347	^

COUNTERPARTY	DERIVATIVE LIABILITIES SUBJECT TOA MA		DERIVATIVES AVAILABLEFOR OFFSET			CASH COLLATERAL PLEDGED*		SECURITY COLLATERAL PLEDGED*			NET AMOUNTOF DERIVATIVE LIABILITIES

Citigroup Global Markets, Inc.	$	24,968	$	0		$	0	$	(24,968	)	$	0

Credit Suisse International		18,005		0			0		(18,005	)		0

Goldman Sachs International		75,395		0			0		(75,395	)		0

Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		25,952		(25,952	)		0		0			0

State Street Bank & Trust Co.		111		(111	)		0		0			0

Total	$	144,431	$	(26,063	)	$	0	$	(118,368	)	$	0	^

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



2023 Annual Report		39

Notes to Financial Statements (continued)

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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).

TBA and Dollar Rolls

The Portfolio may invest in TBA mortgage-backed securities. A TBA, or “To Be Announced”, trade represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agreed-upon date; however, the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. Mortgage pools (including fixed-rate or variable-rate mortgages) guaranteed by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA transactions.

The Portfolio may enter into certain TBA transactions known as dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the year ended September 30, 2023, the Portfolio earned drop income of $63,477 which is included in interest income in the accompanying statement of operations.

NOTE 4.

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended September 30, 2023 and September 30, 2022 were as follows:


	2023		2022
Distributions paid from:

Ordinary income	$	25,461,479	$	18,465,674

Net long-term capital gains		0		11,134,244


Total taxable distributions paid	$	25,461,479	$	29,599,918

As of September 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:


Undistributed ordinary income	$	508,826
Accumulated capital losses		(80,594,774	) (a)
Other losses		(518,581	) (b)
Unrealized appreciation (depreciation)		(78,763,727	) (c)

Total accumulated earnings (deficit)	$	(159,368,256	) (d)

(a)

As of September 30, 2023, the Fund had a net capital loss carryforward of $80,591,743. As of September 30, 2023, the cumulative deferred loss on straddles was $3,031.



40		Sanford C. Bernstein Fund II, Inc.

(b)

As of September 30, 2023, the Fund had a qualified late-year ordinary loss deferral of $518,581.

(c)

The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains (losses) on certain derivative instruments, the tax treatment of passive foreign investment companies (PFICs), the tax treatment of callable bonds, the tax treatment of swaps, and the tax deferral of losses on wash sales.

(d)

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of September 30, 2023, the Fund had a net short-term capital loss carryforward of $40,440,087 and a net long-term capital loss carryforward of $40,151,656, which may be carried forward for an indefinite period.

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

NOTE 5.

Risks Involved in Investing in the Portfolio

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. During periods of very low or negative interest rates, the Portfolio’s returns may be adversely affected, including to such an extent that the Portfolio may be unable to maintain positive returns. The Portfolio may be subject to a greater risk of rising interest rates than would normally be the case due to the recent tightening of the U.S. Federal Reserve’s monetary policy, which has caused the Federal Reserve to increase short-term interest rates in an effort to address rising inflation.

Credit Risk—This is the risk that the issuer or the guarantor of a debt security, or the counterparty to a derivatives or other contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The issuer or guarantor may default, potentially 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, although credit ratings are opinions and not guarantees of quality. The credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations, making credit risk greater for medium-quality and lower-rated debt securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative credit risks. At times when credit risk is perceived to be greater, credit “spreads” (i.e., the difference between the yields on lower quality securities and the yields on higher quality securities) may get larger or “widen”. As a result, the values of the lower quality securities may go down more and they may become harder to sell.

Duration Risk—The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest-rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

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 Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities. Rates of inflation have recently risen, which have adversely affected economies and markets. Rising inflation has caused the Federal Reserve and other central banks to take actions—including raising interest rates—that have caused further adverse effects to economies and markets, and more such actions may be forthcoming.

Inflation-Protected Securities Risk—The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non-inflation-adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.



2023 Annual Report		41

Notes to Financial Statements (continued)

Foreign (Non-U.S.) Securities Risk—Investments in foreign securities entail significant risks in addition to those customarily associated with investing in U.S. securities such as less liquid, less transparent, less regulated and more volatile markets. These risks include risks related to unfavorable or unsuccessful government actions, reduction of government or central bank support, economic sanctions and potential responses to those sanctions, inadequate accounting standards and auditing and financial recordkeeping requirements, lack of information, social instability, armed conflict, and other adverse market, economic, political and regulatory factors, all of which could disrupt the financial markets in which the Portfolio invests and adversely affect the value of the Portfolio’s assets.

Emerging-Markets Securities Risk—The risks of investing in foreign (non-U.S.) securities are heightened with respect to issuers in emerging-market countries because the markets are less developed and less liquid and there may be a greater amount of economic, political and social uncertainty, and these risks are even more pronounced in “frontier” markets, which are investable markets with lower total market capitalization and liquidity than the more developed emerging markets. Emerging markets typically have fewer medical and economic resources than more developed countries, and thus they may be less able to control or mitigate the effects of a pandemic, climate change, or a natural disaster. In addition, the value of the Portfolios’ investments may decline because of factors such as unfavorable or unsuccessful government actions and reduction of government or central bank support.

Derivatives Risk—The Portfolio may use derivatives as direct investments to earn income, enhance return and broaden portfolio diversification, which entail greater risk than if used solely for hedging purposes. While hedging can guard against potential risks, there is also a risk that a derivative intended as a hedge may not perform as expected. In addition to other risks such as the credit risk of the counterparty, derivatives involve the risk that changes in the value of the derivative may not correlate with relevant assets, rates or indices. Derivatives may be difficult to price or unwind, and small changes may produce disproportionate losses for the Portfolio. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Assets required to be set aside or posted as margin or collateral for derivatives positions may themselves go down in value, and these collateral and other requirements may limit investment flexibility. Some derivatives involve leverage, which can make the Portfolio more volatile and can compound other risks. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio. Use of derivatives may have different tax consequences for the Portfolio than an investment in the underlying asset or index, and such differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and certain foreign governments have adopted regulations governing derivatives markets, including mandatory clearing of certain derivatives as well as additional regulations governing margin, reporting and registration requirements. The ultimate impact of the regulations remains unclear. Additional regulation may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance, or disrupt markets.

Mortgage-Related Securities Risk—Mortgage-related securities represent interests in “pools” of mortgages, including consumer loans or receivables held in trust. Mortgage-related securities are subject to credit, interest-rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

Prepayment and Extension Risk—Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

Subordination Risk—The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely



42		Sanford C. Bernstein Fund II, Inc.

to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment portfolio. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but these techniques, analyses and decisions may not work as intended or may not produce the desired results, and may, during certain periods, result in increased volatility for the Portfolio or cause the value of the Portfolio’s shares to go down. In some cases, derivatives and other investment techniques may be unavailable or the Adviser may determine not to use them, possibly even under market conditions where their use could benefit the Portfolio. 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. In addition, the Adviser may change the Portfolio’s investment strategies or policies from time to time. Those changes may not lead to the results intended by the Adviser and could have an adverse effect on the value or performance of the Portfolio.

Illiquid Investments Risk—Illiquid investments risk exists when particular investments are difficult or impossible to purchase or sell, possibly preventing the Portfolio from purchasing or selling these securities at an advantageous price. In certain cases, governmental actions could prevent sales of securities or repatriation of proceeds. Over recent years, regulatory changes have led to reduced liquidity in the marketplace, and the capacity of dealers to make markets in fixed-income securities has been outpaced by the growth in the size of the fixed-income markets. Illiquid investments risk may be magnified in a rising interest-rate environment, where the value and liquidity of fixed-income securities generally go down.

Redemption Risk—The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value (“NAV”) or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

Foreign Currency Risk—This is the risk that changes in foreign (non-U.S.) currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign securities and foreign currency positions may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). The value of the U.S. Dollar has recently appreciated in value against most foreign currencies, which may negatively affect the value of the Portfolio’s foreign investments when converted to U.S. Dollars.

Actions by a Few Major Investors—In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local securities prices and, therefore, share prices of the Portfolio.

Market Risk—The Portfolio is subject to market risk, which is the risk that bond prices in general or in particular countries or sectors may decline over short or extended periods. Financial markets in the United States, Europe and elsewhere have experienced increased volatility, decreased liquidity and heightened uncertainty. These market conditions may recur from time to time and have an adverse impact on various securities markets. Governmental and quasi-governmental authorities and regulators throughout the world have provided significant support to financial markets in response to serious economic disruptions, including, but not limited to, buying stocks, providing direct capital infusions into companies, implementing new monetary programs, dramatically lowering interest rates and through other market interventions. Government actions to support the economy and financial markets have resulted in a large expansion of government deficits and debt, the long-term consequences of which are not known. Rates of inflation have recently risen. The Federal Reserve, as well as certain foreign central banks have recently raised interest rates as part of their efforts to address rising inflation, and there is a risk that interest rates will continue to rise. Central bank, government or regulatory actions, including increases or decreases in interest rates, or actions that are inconsistent with such actions by different central banks, governments or regulators, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Portfolio invests. From time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could: increase the risk that the U.S. government may default on payments on certain U.S. government securities; cause the credit rating of the U.S. government to be downgraded or increase volatility in both stock and bond markets; result in higher interest rates; reduce prices of U.S. Treasury securities; and/or increase the costs of certain kinds of debt.



2023 Annual Report		43

Notes to Financial Statements (continued)

The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs on various categories of goods imported from the other country, restrictions on investment and adverse impacts on affected companies and securities. For example, the current political climate between the United States and China has intensified concerns about protectionist trade policies and a potential trade war between China and the United States. The United States has imposed tariffs and other trade barriers on Chinese exports and placed other restrictions on or barriers to investments in China. Trade disputes, particularly prolonged disputes, may adversely affect the economies of the United States and its trading partners, as well as the companies directly or indirectly affected by the dispute and financial markets generally, and thus may adversely affect the value of the Portfolio’s assets. Recently, the United States government acted to prohibit U.S. persons, such as the Portfolio, from owning, and required them to divest, certain Chinese companies designated as related to the Chinese military. There is no assurance that more such companies will not be so designated in the future, which could limit the Portfolio’s opportunities for investment and require the sale of securities at a loss or make them illiquid. Additionally, the Chinese government is involved in a territorial dispute with Taiwan; the risk of a forced unification with Taiwan by the Chinese government may adversely affect securities of Chinese, Taiwan-based and other issuers both in and outside the region. If the political climate between the United States, China and other countries in Asia continues to deteriorate, economies and markets may be adversely affected.

Policy and legislative changes in the U.S. and in other countries are affecting many aspects of financial regulation, and these and other events affecting global markets, such as the United Kingdom’s exit from the European Union; potential trade imbalances with China or other countries; or sanctions or other government actions against Russia, other nations, or individuals or companies (or countermeasures taken in response to such sanctions), may contribute to decreased liquidity and increased volatility in the financial markets. The impact of these changes on the markets, and the implications for market participants, may not be fully known for some time.

Economies and financial markets throughout the world are becoming increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, armed conflict, including Russia’s military invasion of Ukraine, terrorism, natural disasters (including the spread of infectious illness) and other circumstances in one country or region could have profound impacts on global economies or markets. Following Russia’s recent invasion of Ukraine, the United States, the European Union and the regulatory bodies of certain other countries instituted numerous sanctions against certain Russian individuals and Russian entities. These sanctions, and other intergovernmental actions that may be undertaken against Russia in the future, may result in the devaluation of Russian currency, a downgrade in the country’s credit rating, and a decline in the value and liquidity of Russian stocks. These sanctions could result in the immediate freeze of Russian securities, including securities in the form of American Depositary Receipts, impairing the ability of the Portfolio to buy, sell, receive or deliver those securities. Retaliatory action by the Russian government could involve the seizure of U.S. and/or European residents’ assets and any such actions are likely to impair the value and liquidity of such assets. The continued disruption of the Russian economy has had severe adverse effects on the region and beyond, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors. As a result, whether or not the Portfolio invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Portfolio’s investments may be negatively affected.

Lower-rated Securities Risk—Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

LIBOR Replacement Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that recently transitioned from the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. LIBOR’s administrator, ICE Benchmark Administration, ceased publishing most LIBOR settings (including some U.S. LIBOR settings) by the end of 2021 and the remaining (and most widely used) U.S. Dollar LIBOR settings after June 30, 2023. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will permit the use of synthetic U.S. Dollar LIBOR rates for non-U.S. contracts through September 30, 2024, but any such rates would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing 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



44		Sanford C. Bernstein Fund II, Inc.

securities in the repurchase agreement (repo) market. There is no assurance that the composition or characteristics of SOFR or any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that the market for SOFR-linked financial instruments will have the same volume or liquidity as did the market for LIBOR-linked financial instruments prior to LIBOR’s discontinuance or unavailability. Neither the long-term effects of the LIBOR transition process nor its ultimate success can yet be known.

Cybersecurity Risk—As the use of the internet and other technologies has become more prevalent in the course of business, the Portfolio has become more susceptible to operational and financial risks associated with cybersecurity. Cybersecurity incidents can result from deliberate attacks such as gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or from unintentional events, such as the inadvertent release of confidential information. Cybersecurity failures or breaches of the Portfolio or its service providers or the issuers of securities in which the Portfolio invests have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Portfolio shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. While measures have those measures will be effective, particularly since the Portfolio does not control the cybersecurity defenses or plans of its service providers, financial intermediaries and companies in which it invests or with which they do business.

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

NOTE 6.

Capital-Share Transactions

Share transactions for the years ended September 30, 2023 and September 30, 2022, were as follows:



	INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO


	SHARES						AMOUNT

	YEAR ENDED 9/30/23			YEAR ENDED 9/30/22			YEAR ENDED 9/30/23			YEAR ENDED 9/30/22

Shares sold		5,757,700			5,662,668		$	74,532,918		$	80,941,080

Shares issued to shareholders on reinvestment of dividends and distributions		1,606,513			1,839,167			20,634,623			26,986,366

Shares redeemed		(9,651,872	)		(17,400,799	)		(123,627,173	)		(251,653,718	)


Net decrease		(2,287,659	)		(9,898,964	)	$	(28,459,632	)	$	(143,726,272	)



2023 Annual Report		45

Notes to Financial Statements (continued)

NOTE 7.

Line of Credit

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended September 30, 2023.

NOTE 8.

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848)—Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE 9.

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 Portfolios’ financial statements through this date.



46		Sanford C. Bernstein Fund II, Inc.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Intermediate Duration Institutional Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Intermediate Duration Institutional Portfolio (the “Portfolio”) (the only series constituting Sanford C. Bernstein Fund II, Inc.) (the “Fund”), including the portfolio of investments, as of September 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended 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 Portfolio (the only series constituting Sanford C. Bernstein Fund II, Inc.) at September 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Portfolio’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 Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

November 22, 2023



2023 Annual Report		47

2023 Federal Tax Information (Unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended September 30, 2023. For foreign shareholders, 90.57% 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 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 2024.



48		Sanford C. Bernstein Fund II, Inc.

Sanford C. Bernstein Fund II, Inc.

BOARDOF DIRECTORS

Garry L. Moody*

Chairman

Jorge A. Bermudez*

Director

Michael J. Downey*

Director

Onur Erzan

Chief Executive Officer

Nancy P. Jacklin*

Director

Jeanette W. Loeb*

Director

Carol C. McMullen*

Director

Marshall C. Turner, Jr.*

Director

OFFICERS

Michael Canter**

Vice President

Matthew S. Sheridan**

Vice President

Nancy E. Hay

Secretary

Michael B. Reyes

Senior Vice President

Stephen M. Woetzel

Treasurer and Chief Financial Officer

Phyllis J. Clarke

Controller

Jennifer Friedland

Chief Compliance Officer

INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

Ernst & Young LLP

One Manhattan West

New York, NY 10001

LEGAL COUNSEL

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

CUSTODIANAND ACCOUNTING AGENT

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114

DISTRIBUTOR

Sanford C. Bernstein & Co, LLC

1345 Avenue of the Americas

New York, NY 10105

TRANSFER AGENT

DST Asset Manager Solutions

2000 Crown Colony Drive

Quincy, MA 02169

INVESTMENT ADVISER

AllianceBernstein L.P.

501 Commerce Street

Nashville, TN 37203

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

The day-to-day management of, and investment decisions for, Sanford C. Bernstein Fund II, Inc.’s portfolio are made by the U.S. Investment Grade: Core Fixed-Income Team. Messrs. Canter and Sheridan are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.



2023 Annual Report		49

Sanford C. Bernstein Fund II, Inc. (continued)



DIRECTORS’ INFORMATION
*Name, Address, Age, (Year First Elected)	Principal Occupation(s) During Past Five (5) Years and Other Information***	Portfolios in AB Fund Complex Overseen By Director		Other Public Company Directorships Currently Held By Director
INTERESTED DIRECTOR
Onur Erzan,⁺ 47 1345 Avenue of the Americas New York, NY 10105 (2021)	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 January 2021, he spent over 19 years with McKinsey (management consulting firm), 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.		77	None
DISINTERESTED DIRECTORS
Garry L. Moody,^† Chairman of the Board 71 (2008)	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 served as a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council from October 2019 through September 2023, where he also served as Chairman of the Governance Committee from October 2021 through September 2023. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.		77	None



50		Sanford C. Bernstein Fund II, Inc.



DIRECTORS’ INFORMATION (continued)
*Name, Address, Age, (Year First Elected)	Principal Occupation(s) During Past Five (5) Years and Other Information***	Portfolios in AB Fund Complex Overseen By Director		Other Public Company Directorships Currently Held By Director
Jorge A. Bermudez,^† 72 (2020)	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; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.		77	Moody’s Corporation since April 2011

Michael J. Downey,^† 79 (2005)	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.		77	None



2023 Annual Report		51

Sanford C. Bernstein Fund II, Inc. (continued)



DIRECTORS’ INFORMATION (continued)
*Name, Address, Age, (Year First Elected)	Principal Occupation(s) During Past Five (5) Years and Other Information***	Portfolios in AB Fund Complex Overseen By Director		Other Public Company Directorships Currently Held By Director
Nancy P. Jacklin,^† 75 (2006)	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 served as Chair of the Governance and Nominating Committees of the AB Funds from 2014 to August 2023.		77	None

Jeanette W. Loeb,^† 71 (2020)	Private Investor since prior to 2018. Director of New York City Center since 2005. Formerly, Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to April 2023. She was a director of Apollo Investment Corp. (business development company) from August 2011 to July 2023 and a director of AB Multi-Manager Alternative Fund (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 and serves as Chair of the Governance and Nominating Committees of the AB Funds since August 2023.		77	None



52		Sanford C. Bernstein Fund II, Inc.



DIRECTORS’ INFORMATION (continued)
*Name, Address, Age, (Year First Elected)	Principal Occupation(s) During Past Five (5) Years and Other Information***	Portfolios in AB Fund Complex Overseen By Director		Other Public Company Directorships Currently Held By Director
Carol C. McMullen,^† 68 (2016)	Private Investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, Managing Director of Slalom Consulting (consulting) from 2014 until July 2023; member, Mass General Brigham (formerly, 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 and serves as Chair of the Audit Committees of such funds since February 2023.		77	None



2023 Annual Report		53

Sanford C. Bernstein Fund II, Inc. (continued)



DIRECTORS’ INFORMATION (continued)
*Name, Address, Age, (Year First Elected)	Principal Occupation(s) During Past Five (5) Years and Other Information***	Portfolios in AB Fund Complex Overseen By Director		Other Public Company Directorships Currently Held By Director
Marshall C. Turner, Jr.,^† 82 (2005)	Private Investor since prior to 2018. 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. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment) from 2003 through 2006. 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 the 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.		77	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.

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

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



54		Sanford C. Bernstein Fund II, Inc.



OFFICERS’ INFORMATION
*Name, Address and Age**	Principal Position(s) Held with Fund	Principal Occupation During Past Five (5) Years
Onur Erzan 47	President and Chief Executive Officer	See biography above.

Michael Canter 54	Vice President	Senior Vice President of the Adviser^†, with which he has been associated since prior to 2018. He is also Director and Chief Investment Officer—Securitized Assets.

Matthew S. Sheridan 47	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.

Nancy E. Hay 51	Secretary	Senior Vice President and Counsel of the Adviser^†, with which she has been associated since prior to 2018 and Assistant Secretary of AllianceBernstein Investments, Inc. (“ABI”)^†.

Michael B. Reyes 47	Senior Vice President	Vice President of the Adviser^†, with which he has been associated since prior to 2018.

Stephen M. Woetzel 52	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)^†, with which he has been associated since prior to 2018.

Phyllis J. Clarke 62	Controller	Vice President of ABIS^†, with which she has been associated since prior to 2018.

Jennifer Friedland 49	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 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.



2023 Annual Report		55

Operation and Effectiveness of the Portfolio’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 Portfolio to designate an Administrator of the Portfolio’s Liquidity Risk Management Program. The Administrator of the Portfolio’s LRMP is AllianceBernstein L.P., the Portfolio’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 Portfolio’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Portfolio’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Portfolio 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 Portfolio’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Portfolio participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Portfolio is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Portfolio’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Portfolio’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 Portfolio’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Portfolio or its ability to timely meet redemptions during the Program Reporting Period.



56		Sanford C. Bernstein Fund II, Inc.

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

The disinterested directors (the “directors”) of Sanford C. Bernstein II, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of Bernstein Intermediate Duration Institutional Portfolio (the “Fund”) at a meeting held in-person on August 1-2, 2023 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2021 and 2022 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the



2023 Annual Report		57

profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests. The directors noted that shares of the Fund are distributed exclusively through a subsidiary of the Adviser, and that such subsidiary receives fees from its clients in connection with its services. The directors recognized that the Adviser’s 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

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2023 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and discussed with the Adviser the reasons it was above the median. They also noted the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the



58		Sanford C. Bernstein Fund II, Inc.

greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view 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. The directors noted that the Fund’s expense ratio was equal to a median. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the Fund’s fee rate on assets above specified levels. 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 Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.



2023 Annual Report		59

LOGO

Distributor

SANFORD C. BERNSTEIN FUND II, INC.

1345 AVENUEOFTHE AMERICAS, NEW YORK, NY 10105

(212) 756-4097

SCBII-2038-0923

ITEM 2. CODE OF ETHICS.

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

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

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody, Marshall C. Turner, Jr., Jorge A. Bermudez and Carol C. McMullen qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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


		Audit Fees		Audit-Related Fees		Tax Fees
Bernstein Intermediate Duration Inst. Port	2022	$	97,136	$	—	$	18,939
	2023	$	97,136	$	—	$	18,923

(d) Not applicable.

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

(e) (2) 100% of the amounts for Audit-Related Fees and Tax Fees in the table under Item 4 (b) and (c) are for services pre-approved by the Fund’s Audit Committee. No amounts are reported for Item 4 (d).

(f) Not applicable.

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


		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre-approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
Bernstein Intermediate Duration Inst Port	2022	$	1,951,397	$	18,939
				$	—
				$	(18,939	)
	2023	$	1,699,953	$	18,923
				$	—
				$	(18,923	)

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. INVESTMENTS.

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

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. EXHIBITS.

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


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

12(a)(1)		Code of Ethics that is subject to the disclosure of Item 2 hereof

12(b)(1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12(b)(2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12(c)		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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


(Registrant): Sanford C. Bernstein Fund II, Inc.

By:		/s/ Onur Erzan
		Onur Erzan
		President

Date:		November 29, 2023

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


By:		/s/ Onur Erzan
		Onur Erzan
		President

Date:		November 29, 2023

By:		/s/ Stephen M. Woetzel
		Stephen M. Woetzel
		Treasurer and Chief Financial Officer

Date:		November 29, 2023

Bernstein Sanford C Fund Ii N-CSRCertified annual shareholder report (management investment company)