This is filed pursuant to Rule 497(e).

The AB Portfolios
File No. 33-12988.

AB Large Cap Growth Fund, Inc.
File No. 33-49530.

AB Cap Fund, Inc.
File No. 2-29901.

AB Discovery Growth Fund, Inc.
File No. 2-10768.

AB International Growth Fund, Inc.
File No. 33-76598.

AB Sustainable Global Thematic Fund, Inc.
File No. 2-70427.



[A/B]
LOGO

AB BOND FUNDS ("Bond Funds")                AB MULTI-MANAGER SELECT RETIREMENT
- AB Credit Long/Short Portfolio              FUNDS ("Select Retirement Funds")
- AB Global Bond Fund                       - AB Multi-Manager Select Retirement
- AB High Income Fund                         Allocation Fund
- AB High Yield Portfolio                   - AB Multi-Manager Select 2010 Fund
- AB Income Fund                            - AB Multi-Manager Select 2015 Fund
- AB Intermediate Bond Portfolio            - AB Multi-Manager Select 2020 Fund
- AB Limited Duration High Income           - AB Multi-Manager Select 2025 Fund
  Portfolio                                 - AB Multi-Manager Select 2030 Fund
- AB Tax-Aware Fixed Income Portfolio       - AB Multi-Manager Select 2035 Fund
- AB Unconstrained Bond Fund                - AB Multi-Manager Select 2040 Fund
                                            - AB Multi-Manager Select 2045 Fund
AB CONCENTRATED INTERNATIONAL GROWTH        - AB Multi-Manager Select 2050 Fund
PORTFOLIO ("Concentrated International")    - AB Multi-Manager Select 2055 Fund

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO   AB MUNICIPAL INCOME PORTFOLIOS
("EMMA")                                    ("Municipal Portfolios")
                                            - AB National Portfolio
AB EQUITY FUNDS ("Equity Funds")            - AB High Income Municipal Portfolio
- AB Growth Fund                            - AB Arizona Portfolio
- AB Large Cap Growth Fund                  - AB California Portfolio
- AB Concentrated Growth Fund               - AB Massachusetts Portfolio
- AB Discovery Growth Fund                  - AB Minnesota Portfolio
- AB Small Cap Growth Portfolio             - AB New Jersey Portfolio
- AB Global Core Equity Portfolio           - AB New York Portfolio
- AB Sustainable Global Thematic Fund       - AB Ohio Portfolio
- AB International Growth Fund              - AB Pennsylvania Portfolio
- AB International Strategic Core           - AB Virginia Portfolio
  Portfolio
- AB Select US Equity Portfolio             AB WEALTH STRATEGIES ("Wealth
- AB Select US Long/Short Portfolio           Strategies")
                                            - AB Wealth Appreciation Strategy
AB GOVERNMENT EXCHANGE RESERVES             - AB Balanced Wealth Strategy
("Government Exchange Reserves")            - AB Conservative Wealth Strategy
                                            - AB Tax-Managed Wealth Appreciation
AB INFLATION STRATEGIES ("Inflation           Strategy
  Strategies")                              - AB Tax-Managed Balanced Wealth
- AB Bond Inflation Strategy                  Strategy
- AB Municipal Bond Inflation Strategy
- AB All Market Real Return Portfolio       SANFORD C. BERNSTEIN FUND, INC.
                                            ("Bernstein Funds")
AB MULTI-MANAGER FUNDS ("Multi-Manager      - AB International Portfolio
  Funds")                                   - AB Intermediate California
- AB Multi-Manager Alternative Strategies     Municipal Portfolio
  Fund                                      - AB Intermediate Diversified
- AB Long/Short Multi-Manager Fund            Municipal Portfolio
                                            - AB Intermediate New York Municipal
                                              Portfolio
                                            - AB Short Duration Portfolio
                                            - AB Tax-Managed International
                                              Portfolio



Each of the funds listed above is hereinafter referred to as a "Fund" or,
collectively, the "Funds".
-------------------------------------------------------------------------

Supplement dated April 10, 2017 to the following Prospectuses and Summary
Prospectuses, as amended:

Prospectus                                 Date
----------                                 ----

Bernstein Funds                        January 27, 2017
Bond Funds                             January 30, 2017
Concentrated International             February 13, 2017
EMMA                                   July 29, 2016
Equity Funds                           November 1, 2016
Government Exchange Reserves           July 11, 2016
Inflation Strategies                   January 31, 2017
Multi-Manager Funds                    September 30, 2016
Municipal Portfolios                   September 30, 2016
Wealth Strategies                      December 30, 2016
Select Retirement Funds                November 30, 2016

                                   * * * * *

For each Fund, the third sentence of the introductory paragraph in the section
"Summary Information--Fees and Expenses of the [Fund/Strategy/Portfolio]" is
revised to also include reference to "Appendix [B/C]--Financial Intermediary
Waivers".

For each Fund, the footnote reading "For Class C shares, the CDSC is 0% after
the first year" in the section "Fees and Expenses of the
[Fund/Strategy/Portfolio]--Annual [Fund/Strategy/Portfolio] Operating Expenses"
is replaced by the following:

For Class C shares, the CDSC is 0% after the first year. Class C shares
automatically convert to Class A shares after ten years.

For each Fund, the footnote in the section "Investing in the
[Fund/Funds/Strategies/Portfolios]--How To Buy Shares--Purchase Minimums and
Maximums" is replaced by the following:

* Purchase minimums may not apply to some accounts established in connection
with the Automatic Investment Program and to some retirement-related investment
programs. These investment minimums also do not apply to persons participating
in a fee-based program sponsored and maintained by a registered broker-dealer or
other financial intermediary.

For each Fund, the following sentence is added prior to the last two sentences
in the section "Investing in the [Fund/Funds/Strategies/Portfolios]--The
Different Share Class Expenses--Asset-Based Sales Charges or Distribution and/or
Service (Rule 12b-1) Fees":

Class C shares are subject to these higher fees for a period of ten years, after
which they convert to Class A shares.

For the Multi-Manager Funds, Growth Funds, EMMA, Inflation Strategies and
Municipal Portfolios, the first bullet point [second bullet point for the
Municipal Portfolios] in the section "Investing in the [Fund/
Funds/Portfolios]--The Different Share Class Expenses--Sales Charges--Class A
share purchases not subject to sales charges" is replaced by the following:

o     persons participating in a fee-based program, sponsored and maintained by
      a registered broker-dealer or other financial intermediary, under which
      persons pay an asset-based fee for services in the nature of investment
      advisory or administrative services, or clients of broker-dealers or other
      financial intermediaries who purchase Class A shares for their own
      accounts through self-directed and/or non-discretionary brokerage accounts
      with the broker-dealers or other financial intermediaries that may or may
      not charge a transaction fee to its customers;

For each Fund (except Government Exchange Reserves), the last two bullet points
and the final sentence in the section "Investing in the
[Fund/Funds/Strategies/Portfolios]--The Different Share Class Expenses--Sales
Charges--Class A share purchases not subject to sales charge" are replaced by
the following:

o     plan participants who roll over amounts distributed from employer
      maintained retirement plans to AllianceBernstein-sponsored IRAs where the
      plan is a client of or serviced by the Adviser's Institutional Investment
      Management Division or Bernstein Global Wealth Management Division,
      including subsequent contributions to those IRAs;

o     certain other investors, such as investment management clients of the
      Adviser or its affiliates, including clients and prospective clients of
      the Adviser's Institutional Investment Management Division, employees of
      selected dealers authorized to sell the Fund's shares, and employees of
      the Adviser; or

o     persons participating in a "Mutual Fund Only" brokerage program, sponsored
      and maintained by a registered broker-dealer or other financial
      intermediary.

The availability of certain sales charge waivers and discounts will depend on
whether you purchase your shares directly from [the/a] [Fund/Strategy/Portfolio]
or through a financial intermediary. Intermediaries may have different policies
and procedures regarding the availability of front-end sales load waivers and
discounts or CDSC waivers. In all instances, it is the purchaser's
responsibility to notify [the/a] [Fund/Strategy/Portfolio] or the purchaser's
financial intermediary at the time of purchase of any relationship or other
facts qualifying the purchaser for sales charge waivers or discounts. For
waivers and discounts not available through a particular intermediary,
shareholders will have to purchase [Fund/Strategy/Portfolio] shares directly
from [the/a] [Fund/Strategy/Portfolio] or through another intermediary to
receive these waivers or discounts.

Please see the [Fund's/Funds'/Strategies'/Portfolios'] SAI for more information
about purchases of Class A shares without sales charges.

Certain intermediaries impose different eligibility criteria for sales load
waivers and discounts, which are described in Appendix [B/C]--Financial
Intermediary Waivers.

For each Fund (except the Inflation Strategies), the second paragraph in the
section "Investing in the [Fund/Funds/Strategies/Portfolios]--The Different
Share Class Expenses--Sales Charges--Class C Shares [- Asset-Based Sales Charge
Alternative]" is replaced by the following paragraph. For the Inflation
Strategies, the following paragraph is added after the first paragraph:

Class C shares purchased for cash automatically convert to Class A shares ten
years after the end of the month of your purchase. If you purchase shares by
exchange for the Class C shares of another AB Mutual Fund, the conversion period
runs from the date of your original purchase.

For each Fund, the following sentence is added at the end of the first paragraph
in the section "Investing in the [Fund/Funds/Strategies/Portfolios]--Sales
Charge Reduction Programs for Class A Shares":

Your financial intermediary may have different policies and procedures regarding
eligibility for sales charge reduction programs. See Appendix [B/C]--Financial
Intermediary Waivers.

For each Fund, the following sentence is added at the end of the section
"Investing in the [Fund/Funds/Strategies/Portfolios]--CDSC Waivers and Other
Programs--CDSC Waivers":

Your financial intermediary may have different policies and procedures regarding
eligibility for CDSC Waivers. See Appendix [B/C]--Financial Intermediary
Waivers.

For each Fund, the second sentence of the second paragraph in the section
"Investing in the [Fund/Funds/Strategies/Portfolios]--Choosing a Share Class" is
replaced by the following:

Class C shares should not be considered as a long-term investment because they
are subject to a higher distribution fee for ten years.

For each Fund, the following Appendix [B/C] is added to the Prospectus and
referenced in the Table of Contents as "Appendix [B/C]--Financial Intermediary
Waivers":

APPENDIX [B/C]--FINANCIAL INTERMEDIARY WAIVERS
--------------------------------------------------------------------------------

Waiver Specific to Merrill Lynch
--------------------------------------------------------------------------------

Effective  April  10,  2017, shareholders purchasing  Fund  shares  through  a
Merrill Lynch platform or account will be eligible only for the following load
waivers (front-end sales charge waivers  and contingent deferred, or back-end,
sales charge waivers) and discounts, which  may  differ  from  those disclosed
elsewhere in this Fund's prospectus or SAI:

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch

o     Employer-sponsored retirement, deferred compensation and employee benefit
      plans (including health savings accounts) and trusts used to fund those
      plans, provided that the shares are not held in a commission-based
      brokerage account and shares are held for the benefit of the plan

o     Shares purchased by or through a 529 Plan

o     Shares purchased through a Merrill Lynch affiliated investment advisory
      program

o     Shares purchased by third party investment advisors on behalf of their
      advisory clients through Merrill Lynch's platform

o     Shares of funds purchased through the Merrill Edge Self-Directed platform
      (if applicable)

o     Shares purchased through reinvestment of capital gains distributions and
      dividend reinvestment when purchasing shares of the same fund (but not any
      other fund within the fund family)

o     Shares exchanged from Class C (i.e. level-load) shares of the same fund in
      the month of or following the 10-year anniversary of the purchase date

o     Employees and registered representatives of Merrill Lynch or its
      affiliates and their family members

o     Directors or Trustees of the Fund, and employees of the Fund's investment
      adviser or any of its affiliates, as described in this prospectus

o     Shares purchased from the proceeds of redemptions within the same fund
      family, provided (1) the repurchase occurs within 90 days following the
      redemption, (2) the redemption and purchase occur in the same account, and
      (3) redeemed shares were subject to a front-end or deferred sales load
      (known as Rights of Reinstatement)

CDSC Waivers on A, B and C Shares available at Merrill Lynch

o     Death or disability of the shareholder

o     Shares sold as part of a systematic withdrawal plan as described in the
      Fund's prospectus

o     Return of excess contributions from an IRA Account

o     Shares sold as part of a required minimum distribution for IRA and
      retirement accounts due to the shareholder reaching age 70 1/2

o     Shares sold to pay Merrill Lynch fees but only if the transaction is
      initiated by Merrill Lynch

o     Shares acquired through a right of reinstatement

o     Shares held in retirement brokerage accounts, that are exchanged for a
      lower cost share class due to transfer to a fee based account or platform
      (applicable to A and C shares only)

Front-end Load Discounts Available at Merrill Lynch: Breakpoints, Rights of
Accumulation & Letters of Intent

o     Breakpoints as described in this prospectus

o     Rights of Accumulation (ROA) which entitle shareholders to breakpoint
      discounts will be automatically calculated based on the aggregated holding
      of fund family assets held by accounts within the purchaser's household at
      Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may
      be included in the ROA calculation only if the shareholder notifies his or
      her financial advisor about such assets

o     Letters of Intent (LOI) which allow for breakpoint discounts based on
      anticipated purchases within a fund family, through Merrill Lynch, over a
      13-month period of time (if applicable)

                                    * * * * *

This Supplement should be read in conjunction with the Prospectus(es) for the
Funds.

You should retain this Supplement with your Prospectus for future reference.


The [A/B] Logo is a service mark of AB and AB(R) is a registered trademark used
by permission of the owner, AB L.P.





[A/B]
LOGO


(Shares Offered-Exchange Ticker Symbol)

   >    AB Growth Fund
            (Class A-AGRFX; Class B-AGBBX; Class C-AGRCX; Class R-AGFRX;
            Class K-AGFKX; Class I-AGFIX; Advisor Class-AGRYX)

   >    AB Large Cap Growth Fund
            (Class A-APGAX; Class B-APGBX; Class C-APGCX; Class R-ABPRX;
            Class K-ALCKX; Class I-ALLIX; Class Z-APGZX; Advisor Class-APGYX)

   >    AB Concentrated Growth Fund
        (Class A-WPASX; Class C-WPCSX; Advisor Class-WPSGX; Class R-WPRSX;
            Class K-WPSKX; Class I-WPSIX; Class Z-WPSZX)

   >    AB Discovery Growth Fund
            (Class A-CHCLX; Class B-CHCBX; Class C-CHCCX; Class R-CHCRX;
            Class K-CHCKX; Class I-CHCIX; Class Z-CHCZX; Advisor Class-CHCYX)

   >    AB Small Cap Growth Portfolio
            (Class A-QUASX; Class B-QUABX; Class C-QUACX; Class R-QUARX;
            Class K-QUAKX; Class I-QUAIX; Class Z-QUAZX; Advisor Class-QUAYX)

   >    AB Select US Equity Portfolio
            (Class A-AUUAX; Class C-AUUCX; Advisor Class-AUUYX; Class R-AUURX;
            Class K-AUUKX; Class I-AUUIX)

   >    AB Select US Long/Short Portfolio
            (Class A-ASLAX; Class C-ASCLX; Advisor Class-ASYLX; Class R-ASRLX;
            Class K-ASLKX; Class I-ASILX)

   >    AB Sustainable Global Thematic Fund
            (Class A-ALTFX; Class B-ATEBX, Class C-ATECX; Class R-ATERX;
            Class K-ATEKX; Class I-AGTIX; Advisor Class-ATEYX)

   >    AB International Growth Fund
            (Class A-AWPAX; Class B-AWPBX; Class C-AWPCX; Class R-AWPRX;
            Class K-AWPKX; Class I-AWPIX; Advisor Class-AWPYX)

   >    AB Global Core Equity Portfolio
            (Class A-GCEAX; Class C-GCECX; Advisor Class-GCEYX)

   >    AB International Strategic Core Portfolio
            (Class A-ISARX; Class C-ISCRX; Advisor Class-ISRYX)




--------------------------------------------------------------------------------

                 c/o AllianceBernstein Investor Services, Inc.
                 P.O. Box 786003, San Antonio, Texas 78278-6003
                            Toll Free (800) 221-5672
                    For Literature Toll Free (800) 227-4618

--------------------------------------------------------------------------------

                      STATEMENT OF ADDITIONAL INFORMATION
                 November 1, 2016, as amended April 10, 2017

--------------------------------------------------------------------------------

            This Statement of Additional Information ("SAI") is not a
prospectus, but supplements and should be read in conjunction with the current
prospectus, dated November 1, 2016 that offers Class A, Class B, Class C, Class
R, Class K, Class I and Advisor Class shares for the AB Growth Fund ("Growth
Fund") of The AB Portfolios, the AB Sustainable Global Thematic Fund
("Sustainable Global Thematic"), the AB International Growth Fund
("International Growth"), and offers Class A, Class C, Class R, Class K, Class
I, Class Z and Advisor Class shares for the AB Concentrated Growth Fund
("Concentrated Growth") of the AB Cap Fund, Inc. ("AB Cap Fund") and offers
Class A, Class B, Class C, Class R, Class K, Class I, Class Z and Advisor Class
shares for the AB Discovery Growth Fund ("Discovery Growth"), the AB Large Cap
Growth Fund ("Large Cap Growth") and the AB Small Cap Growth Portfolio ("Small
Cap Growth") of AB Cap Fund, and offers Class A, Class C, Class R, Class K,
Class I and Advisor Class shares for the AB Select US Equity Portfolio ("Select
US Equity") and the AB Select US Long/Short Portfolio ("Select US Long/Short")
of AB Cap Fund, and offers Class A, Class C and Advisor Class shares for the AB
Global Core Equity Portfolio ("Global Core Equity") and AB International
Strategic Core Portfolio ("International Strategic Core") of AB Cap Fund (the
"Prospectus"). Each of the funds listed above is hereinafter referred to as the
Fund, and collectively the Funds. Financial statements for Growth Fund, Large
Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic
for the year ended July 31, 2016 and financial statements for International
Growth, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core
Equity and International Strategic Core for the year or period ended June 30,
2016 are included in each Fund's annual report to shareholders and are
incorporated into the SAI by reference. Copies of the Prospectus and each Fund's
annual report may be obtained by contacting AllianceBernstein Investor Services,
Inc. ("ABIS") at the address or the "For Literature" telephone number shown
above or on the Internet at www.ABfunds.com.



                               TABLE OF CONTENTS

                                                                           Page

INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS.............................1

INVESTMENT RESTRICTIONS......................................................36

MANAGEMENT OF THE FUNDS......................................................38

EXPENSES OF THE FUNDS........................................................87

PURCHASE OF SHARES..........................................................105

REDEMPTION AND REPURCHASE OF SHARES.........................................132

SHAREHOLDER SERVICES........................................................135

NET ASSET VALUE.............................................................137

DIVIDENDS, DISTRIBUTIONS AND TAXES..........................................141

PORTFOLIO TRANSACTIONS......................................................149

GENERAL INFORMATION.........................................................156

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED
   PUBLIC ACCOUNTING FIRM...................................................194

APPENDIX A:  PROXY VOTING POLICY STATEMENT..................................A-1




-----------
The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R)
is a registered trademark used by permission of the owner, AllianceBernstein
L.P.



--------------------------------------------------------------------------------

               INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS

--------------------------------------------------------------------------------

Introduction to the Funds
-------------------------

            Except as otherwise noted, the Funds' investment objective and
policies described below are not "fundamental policies" within the meaning of
the Investment Company Act of 1940, as amended (the "1940 Act"), and may,
therefore, be changed by the Board of Directors or Board of Trustees of each
Fund (each a "Board" and together, the "Boards") without shareholder approval.
However, no Fund will change its investment objective without at least 60 days'
prior written notice to shareholders. There is no guarantee that a Fund will
achieve its investment objective. Whenever any investment policy or restriction
states a percentage of a Fund's assets that may be invested in any security or
other asset, it is intended that such percentage limitation be determined
immediately after and as a result of a Fund's acquisition of such securities or
other assets. Accordingly, any later increases or decreases in percentage beyond
the specified limitations resulting from a change in values or net assets will
not be considered a violation of this percentage limitation.


Additional Investment Policies and Practices
--------------------------------------------

            The following information about the Funds' investment policies and
practices supplements the information set forth in the Prospectus.

Common Stock
------------

            Common stock, also referred to as equity securities, represents an
equity (ownership) interest in a company, and usually possesses voting rights
and earns dividends. Dividends on common stock are not fixed but are declared at
the discretion of the issuer. Common stock generally represents the riskiest
investment in a company. In addition, common stock generally has the greatest
appreciation and depreciation potential because increases and decreases in
earnings are usually reflected in a company's stock price.

            The fundamental risk of investing in common stock is that the value
of the stock might decrease. Stock values fluctuate in response to the
activities of an individual company or in response to general market and/or
economic conditions. While common stocks have historically provided greater
long-term returns than preferred stocks, fixed-income and money market
investments, common stocks have also experienced significantly more volatility
in those returns.

Convertible Securities
----------------------

            Convertible securities include bonds, debentures, corporate notes
and preferred stocks that are convertible at a stated exchange rate into shares
of the underlying common stock. Prior to their conversion, convertible
securities have the same general characteristics as non-convertible debt
securities, which provide a stable stream of income with generally higher yields
than those of equity securities of the same or similar issuers. As with debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates decline.
While convertible securities generally offer lower interest or dividend yields
than non-convertible debt securities of similar quality, they do enable the
investors to benefit from increases in the market price of the underlying common
stock.

            When the market price of the common stock underlying a convertible
security increases, the price of the convertible security increasingly reflects
the value of the underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the same
extent as the underlying common stock. Convertible securities rank senior to
common stocks in an issuer's capital structure. They are consequently of higher
quality and entail less risk than the issuer's common stock, although the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed-income security.

Debt Securities
---------------

            Debt securities, also referred to as fixed-income securities, are
used by issuers to borrow money. Generally, issuers pay investors periodic
interest and repay the amount borrowed either periodically during the life of
the security and/or at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are purchased at a discount from their
face values and accrue interest at the applicable coupon rate over a specified
time period. The market prices of debt securities fluctuate depending on such
factors as interest rates, credit quality and maturity. In general, market
prices of debt securities decline when interest rates rise and increase when
interest rates fall.

            Lower rated debt securities, those rated Ba or below by Moody's
Investors Service, Inc. and/or BB or below by S&P Global Ratings or unrated but
determined by the Adviser to be of comparable quality (sometimes referred to as
"junk bonds"), are described by the rating agencies as speculative and involve
greater risk of default or price changes than higher rated debt securities due
to changes in the issuer's creditworthiness or the fact that the issuer may
already be in default. The market prices of these securities may fluctuate more
than higher quality securities and may decline significantly in periods of
general economic difficulty. It may be more difficult to sell or to determine
the value of lower rated debt securities.

            Certain additional risk factors related to debt securities are
discussed below:

            Sensitivity to interest rate and economic changes. Debt securities
may be sensitive to economic changes, political and corporate developments, and
interest rate changes. In addition, during an economic downturn or periods of
rising interest rates, issuers that are highly leveraged may experience
increased financial stress that could adversely affect their ability to meet
projected business goals, obtain additional financing, and service their
principal and interest payment obligations. Furthermore, periods of economic
change and uncertainty can be expected to result in increased volatility of
market prices and yields of certain debt securities. For example, prices of
these securities can be affected by financial contracts held by the issuer or
third parties (such as derivatives) related to the security or other assets or
indices.

            Payment expectations. Debt securities may contain redemption or call
provisions. If an issuer exercises these provisions in a lower interest rate
environment, the Fund would have to replace the security with a lower yielding
security, resulting in decreased income to investors. If the issuer of a debt
security defaults on its obligations to pay interest or principal or is the
subject of bankruptcy proceedings, the Fund may incur losses or expenses in
seeking recovery of amounts owed to it.

            Liquidity and valuation. There may be limited trading in the
secondary market for particular debt securities, which may adversely affect the
Fund's ability to accurately value or sell such debt securities. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and/or liquidity of debt securities. The
Adviser attempts to reduce the risks described above through diversification of
the Fund's portfolio, credit analysis of each issuer, and by monitoring broad
economic trends as well as corporate and legislative developments, but there can
be no assurance that it will be successful in doing so. Credit ratings of debt
securities provided by rating agencies indicate a measure of the safety of
principal and interest payments, not market value risk. The rating of an issuer
is a rating agency's view of past and future potential developments related to
the issuer and may not necessarily reflect actual outcomes. There can be a lag
between corporate developments and the time a rating is assigned and updated.

            Bond rating agencies may assign modifiers (such as +/-) to ratings
categories to signify the relative position of a credit within the rating
category. Investment policies that are based on ratings categories should be
read to include any security within that category, without considering the
modifier.

Depositary Receipts
-------------------

            A Fund may invest in depositary receipts. American Depositary
Receipts ("ADRs") are depositary receipts typically issued by a U.S. bank or
trust company that evidence ownership of underlying securities issued by a
foreign corporation. European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs") or other types of depositary receipts are typically issued by
non-U.S. banks or trust companies and evidence ownership of underlying
securities issued by either a U.S. or non-U.S. company. Transactions in these
securities may not necessarily be settled in the same currency as transactions
in the securities into which they represent. In addition, the issuers of the
securities of unsponsored depositary receipts are not obligated to disclose
material information in the United States. Generally, ADRs, in registered form,
are designed for use in the U.S. securities markets; EDRs, in bearer form, are
designed for use in European securities markets; and GDRs, in bearer form, are
designed for use in two or more securities markets, such as Europe and Asia.

Derivatives
-----------

            A Fund may, but is not required to, use derivatives for hedging or
other risk management purposes or as part of its investment practices.
Derivatives are financial contracts whose value depends on, or is derived from,
the value of an underlying asset, reference rate or index. These assets, rates,
and indices may include bonds, stocks, mortgages, commodities, interest rates,
currency exchange rates, bond indices and stock indices.

            There are four principal types of derivatives - options, futures
contracts, forwards and swaps. These principal types of derivative instruments,
as well as the methods in which they may be used by a Fund are described below.
Derivatives include listed and cleared transactions where the Fund's derivative
trade counterparty is an exchange or clearinghouse, and non-cleared bilateral
"over-the-counter" ("OTC") transactions where the Fund's derivative trade
counterparty is a financial institution. Exchange-traded or cleared derivatives
transactions tend to be more liquid and subject to less counterparty credit risk
than those that are privately negotiated. The Funds may use derivatives to earn
income and enhance returns, to hedge or adjust the risk profile of a portfolio
and either to replace more traditional direct investments or to obtain exposure
to otherwise inaccessible markets.

            Forward Contracts. A forward contract, which may be standardized and
exchange-traded or customized and privately negotiated, is an agreement for one
party to buy, and the other party to sell, a specific quantity of an underlying
security, commodity or other asset for an agreed-upon price at a future date. A
forward contract generally is settled by physical delivery of the security,
commodity or other tangible asset underlying the forward contract to an
agreed-upon location at a future date (rather than settled by cash) or will be
rolled forward into a new forward contract. Non-deliverable forwards ("NDFs")
specify a cash payment upon maturity.

            Futures Contracts and Options on Futures Contracts. A futures
contract is an agreement that obligates the buyer to buy and the seller to sell
a specified quantity of an underlying asset (or settle for cash the value of a
contract based on an underlying asset, rate or index) at a specific price on the
contract maturity date. Options on futures contracts are options that call for
the delivery of futures contracts upon exercise. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or canceled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.

            Options. An option, which may be standardized and exchange-traded or
customized and privately negotiated, is an agreement that, for a premium payment
or fee, gives the option holder (the buyer) the right but not the obligation to
buy (a "call") or sell (a "put") the underlying asset (or settle for cash an
amount based on an underlying asset, rate or index) at a specified price (the
exercise price) during a period of time or on a specified date. Likewise, when
an option is exercised the writer of the option is obligated to sell (in the
case of a call option) or to purchase (in the case of a put option) the
underlying asset (or settle for cash an amount based on an underlying asset,
rate or index). Concentrated Growth will not invest in put or call options.

            Swaps. A swap is an agreement that obligates two parties to exchange
a series of cash flows at specified intervals (payment dates) based upon or
calculated by reference to changes in specified prices or rates (interest rates
in the case of interest rate swaps, currency exchange rates in the case of
currency swaps) for a specified amount of an underlying asset (the "notional"
principal amount). Most swaps are entered into on a net basis (i.e., the two
payment streams are netted out, with the Funds receiving or paying, as the case
may be, only the net amount of the two payments). Generally, the notional
principal amount is used solely to calculate the payment streams but is not
exchanged. 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. Funds post initial and variation
margin to support their obligations under cleared swaps by making payments to
their clearing member FCMs. Central clearing is expected to reduce counterparty
credit risks and increase liquidity, but central clearing does not make swap
transactions risk free. Centralized clearing will be required for additional
categories of swaps on a phased-in basis based on Commodity Futures Trading
Commission ("CFTC") approval of contracts for central clearing. Bilateral swap
agreements are two-party contracts entered into primarily by institutional
investors and are not cleared through a third party.

            Risks of Derivatives and Other Regulatory Issues. Investment
techniques employing such derivatives involve risks different from, and, in
certain cases, greater than, the risks presented by more traditional
investments. Following is a general discussion of important risk factors and
issues concerning the use of derivatives.

            -- Market Risk. This is the general risk attendant to all
            investments that the value of a particular investment will change in
            a way detrimental to a Fund's interest.

            -- Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of a
            derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit of
            observing the performance of the derivative under all possible
            market conditions. In particular, the use and complexity of
            derivatives require the maintenance of adequate controls to monitor
            the transactions entered into, the ability to assess the risk that a
            derivative adds to a Fund's investment portfolio, and the ability to
            forecast price, interest rate or currency exchange rate movements
            correctly.

            -- Credit Risk. This is the risk that a loss may be sustained by a
            Fund as a result of the failure of another party to a derivative
            (usually referred to as a "counterparty") to comply with the terms
            of the derivative contract. The credit risk for derivatives traded
            on an exchange or through a clearinghouse is generally less than for
            uncleared OTC derivatives, since the exchange or clearinghouse,
            which is the issuer or counterparty to each derivative, provides a
            guarantee of performance. This guarantee is supported by a daily
            payment system (i.e., margin requirements) operated by the
            clearinghouse in order to reduce overall credit risk. For uncleared
            OTC derivatives, there is no similar clearing agency guarantee.
            Therefore, a Fund considers the creditworthiness of each
            counterparty to an uncleared OTC derivative in evaluating potential
            credit risk.

            -- Counterparty Risk. The value of an OTC derivative will depend on
            the ability and willingness of a Fund's counterparty to perform its
            obligations under the transaction. If the counterparty defaults, a
            Fund will have contractual remedies but may choose not to enforce
            them to avoid the cost and unpredictability of legal proceedings. In
            addition, if a counterparty fails to meet its contractual
            obligations, a Fund could miss investment opportunities or otherwise
            be required to retain investments it would prefer to sell, resulting
            in losses for the Fund. Participants in OTC derivatives markets
            generally are not subject to the same level of credit evaluation and
            regulatory oversight as are exchanges or clearinghouses. As a
            result, OTC derivatives generally expose a Fund to greater
            counterparty risk than derivatives traded on an exchange or through
            a clearinghouse.

            New regulations affecting derivatives transactions require certain
            standardized derivatives, including many types of swaps, to be
            subject to mandatory central clearing. Under these new requirements,
            a central clearing organization is substituted as the counterparty
            to each side of the derivatives transaction. Each party to
            derivatives transactions is required to maintain its positions with
            a clearing organization through one or more clearing brokers.
            Central clearing is intended to reduce, but not eliminate,
            counterparty risk. A Fund is subject to the risk that its clearing
            member or clearing organization will itself be unable to perform its
            obligations.

            -- Liquidity Risk. Liquidity risk exists when a particular
            instrument is difficult to purchase or sell. If a derivative
            transaction is particularly large or if the relevant market is
            illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous price.

            -- Leverage Risk. Since many derivatives have a leverage component,
            adverse changes in the value or level of the underlying asset, rate
            or index can result in a loss substantially greater than the amount
            invested in the derivative itself. In the case of swaps, the risk of
            loss generally is related to a notional principal amount, even if
            the parties have not made any initial investment. Certain
            derivatives have the potential for unlimited loss, regardless of the
            size of the initial investment.

            -- Regulatory Risk. The U.S. Government is in the process of
            adopting and implementing additional regulations governing
            derivatives markets, including clearing as discussed above, margin,
            reporting and registration requirements. While the full extent and
            cost of these regulations is currently unclear, these regulations
            could, among other things, restrict a Fund's ability to engage in
            derivatives transactions and/or increase the cost of such
            derivatives transactions (through increased margin or capital
            requirements). In addition, Congress, various exchanges and
            regulatory and self-regulatory authorities have undertaken reviews
            of options and futures trading in light of market volatility. Among
            the actions that have been taken or proposed to be taken are new
            limits and reporting requirements for speculative positions new or
            more stringent daily price fluctuation limits for futures and
            options transactions, and increased margin requirements for various
            types of futures transactions. These regulations and actions may
            adversely affect the instruments in which a Fund invests and its
            ability to execute its investment strategy.

            -- Other Risks. Other risks in using derivatives include the risk of
            mispricing or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates and
            indices. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Fund. Derivatives do not
            always perfectly or even highly correlate or track the value of the
            assets, rates or indices they are designed to closely track.
            Consequently, a Fund's use of derivatives may not always be an
            effective means of, and sometimes could be counterproductive to,
            furthering the Fund's investment objective.

            Other. A Fund may purchase and sell derivative instruments only to
the extent that such activities are consistent with the requirements of the
Commodity Exchange Act ("CEA") and the rules adopted by the CFTC thereunder.
Under CFTC rules, a registered investment company that conducts more than a
certain amount of trading in futures contracts, commodity options, certain swaps
and other commodity interests is a commodity pool and its adviser must register
as a commodity pool operator ("CPO"). Under such rules, registered investment
companies that are commodity pools are subject to additional recordkeeping,
reporting and disclosure requirements. The Funds have claimed an exclusion from
the definition of CPO under CFTC Rule 4.5 under the CEA with respect to the
Funds and are not currently subject to these recordkeeping, reporting and
disclosure requirements.

Use of Options, Futures Contracts, Forwards and Swaps by a Fund
---------------------------------------------------------------

            --Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a
specific amount of a currency for an agreed-upon price at a future date. A
forward currency exchange contract may result in the delivery of the underlying
asset upon maturity of the contract in return for the agreed-upon payment. NDFs
specify a cash payment upon maturity. NDFs are normally used when the market for
physical settlement of the currency is underdeveloped, heavily regulated or
highly taxed.

            A Fund may, for example, enter into forward currency exchange
contracts to attempt to minimize the risk to the Fund from adverse changes in
the relationship between the U.S. Dollar and other currencies. A Fund may
purchase or sell forward currency exchange contracts for hedging purposes
similar to those described below in connection with its transactions in foreign
currency futures contracts. A Fund may also purchase or sell forward currency
exchange contracts for non-hedging purposes as a means of making direct
investments in foreign currencies, as described below under "Currency
Transactions".

            If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in
the cost of securities to be acquired may be offset, at least in part, by
profits on the forward currency exchange contract. Nevertheless, by entering
into such forward currency exchange contracts, a Fund may be required to forgo
all or a portion of the benefits which otherwise could have been obtained from
favorable movements in exchange rates.

            A Fund may also use forward currency exchange contracts to seek to
increase total return when AllianceBernstein L.P., the Funds' adviser (the
"Adviser"), anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that currency are not held by the Fund and
do not present attractive investment opportunities. For example, a Fund may
enter into a foreign currency exchange contract to purchase a currency if the
Adviser expects the currency to increase in value. The Fund would recognize a
gain if the market value of the currency is more than the contract value of the
currency at the time of settlement of the contract. Similarly, a Fund may enter
into a foreign currency exchange contract to sell a currency if the Adviser
expects the currency to decrease in value. The Fund would recognize a gain if
the market value of the currency is less than the contract value of the currency
at the time of settlement of the contract.

            The cost of engaging in forward currency exchange contracts varies
with such factors as the currencies involved, the length of the contract period
and the market conditions then prevailing. Since transactions in foreign
currencies are usually conducted on a principal basis; no fees or commissions
are involved.

            --Options on Securities. A Fund may write and purchase call and put
options on securities. In purchasing an option on securities, a Fund would be in
a position to realize a gain if, during the option period, the price of the
underlying securities increased (in the case of a call) or decreased (in the
case of a put) by an amount in excess of the premium paid; otherwise the Fund
would experience a loss not greater than the premium paid for the option. Thus,
a Fund would realize a loss if the price of the underlying security declined or
remained the same (in the case of a call) or increased or remained the same (in
the case of a put) or otherwise did not increase (in the case of a put) or
decrease (in the case of a call) by more than the amount of the premium. If a
put or call option purchased by a Fund were permitted to expire without being
sold or exercised, its premium would represent a loss to the Fund.

            A Fund may write a put or call option in return for a premium, which
is retained by the Fund whether or not the option is exercised. A Fund may write
covered options or uncovered options. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of another
security it holds, or holds a call option on the underlying security with an
exercise price equal to or less than the exercise price of the call option it
has written. A put option written by a Fund is covered if the Fund holds a put
option on the underlying securities with an exercise price equal to or greater
than the exercise price of the put option it has written. Uncovered options or
"naked options" are riskier than covered options. For example, if a Fund wrote a
naked call option and the price of the underlying security increased, the Fund
would have to purchase the underlying security for delivery to the call buyer
and sustain a loss, which could be substantial, equal to the difference between
the option price and the market price of the security.

            A Fund may also purchase call options to hedge against an increase
in the price of securities that the Fund anticipates purchasing in the future.
If such increase occurs, the call option will permit the Fund to purchase the
securities at the exercise price, or to close out the options at a profit. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option may expire
worthless to the Fund and the Fund will suffer a loss on the transaction to the
extent of the premium paid.

            A Fund may purchase put options to hedge against a decline in the
value of portfolio securities. If such decline occurs, the put options will
permit the Fund to sell the securities at the exercise price or to close out the
options at a profit. By using put options in this way, the Fund will reduce any
profit it might otherwise have realized on the underlying security by the amount
of the premium paid for the put option and by transaction costs.

            A Fund may also, as an example, write combinations of put and call
options on the same security, known as "straddles", with the same exercise and
expiration date. By writing a straddle, the Fund undertakes a simultaneous
obligation to sell and purchase the same security in the event that one of the
options is exercised. If the price of the security subsequently rises above the
exercise price, the call will likely be exercised and the Fund will be required
to sell the underlying security at or below market price. This loss may be
offset, however, in whole or in part, by the premiums received on the writing of
the two options. Conversely, if the price of the security declines by a
sufficient amount, the put will likely be exercised. The writing of straddles
will likely be effective, therefore, only where the price of the security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is exercised, the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

            A Fund may purchase or write options on securities of the types in
which it is permitted to invest in privately-negotiated (i.e., OTC)
transactions. By writing a call option, a Fund limits its opportunity to profit
from any increase in the market value of the underlying security above the
exercise price of the option. By writing a put option, a Fund assumes the risk
that it may be required to purchase the underlying security for an exercise
price above its then current market value, resulting in a capital loss unless
the security subsequently appreciates in value. Where options are written for
hedging purposes, such transactions constitute only a partial hedge against
declines in the value of portfolio securities or against increases in the value
of securities to be acquired, up to the amount of the premium.

            A Fund will effect such transactions only with investment dealers
and other financial institutions (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Adviser, and the Adviser has adopted
procedures for monitoring the creditworthiness of such entities. Options
purchased or written in negotiated transactions may be illiquid and it may not
be possible for the Fund to effect a closing transaction at a time when the
Adviser believes it would be advantageous to do so.

            --Options on Securities Indices. An option on a securities index is
similar to an option on a security except that, rather than taking or making
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case of a
call) or less than (in the case of a put) the exercise price of the option.

            A Fund may write (sell) call and put options and purchase call and
put options on securities indices. If a Fund purchases put options on securities
indices to hedge its investments against a decline in the value of portfolio
securities, it will seek to offset a decline in the value of securities it owns
through appreciation of the put option. If the value of the Fund's investments
does not decline as anticipated, or if the value of the option does not
increase, the Fund's loss will be limited to the premium paid for the option.
The success of this strategy will largely depend on the accuracy of the
correlation between the changes in value of the index and the changes in value
of the Fund's security holdings.

            A Fund may also write put or call options on securities indices to,
among other things, earn income. If the value of the chosen index declines below
the exercise price of the put option, the Fund has the risk of loss of the
amount of the difference between the exercise price and the closing level of the
chosen index, which it would be required to pay to the buyer of the put option
and which may not be offset by the premium it received upon sale of the put
option. Similarly, if the value of the index is higher than the exercise price
of the call option, the Fund has the risk of loss of the amount of the
difference between the exercise price and the closing level of the chosen index,
which may not be offset by the premium it received upon sale of the call option.
If the decline or increase in the value securities index is significantly below
or above the exercise price of the written option, the Fund could experience a
substantial loss.

            The purchase of call options on securities indices may be used by a
Fund to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Fund holds
uninvested cash or short-term debt securities awaiting investment. When
purchasing call options for this purpose, the Fund will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not
rise. The purchase of call options on stock indices when a Fund is substantially
fully invested is a form of leverage, up to the amount of the premium and
related transaction costs, and involves risks of loss and of increased
volatility similar to those involved in purchasing call options on securities
the Fund owns.

            -- Other Option Strategies. In an effort to earn extra income, to
adjust exposure to individual securities or markets, or to protect all or a
portion of its portfolio from a decline in value, sometimes within certain
ranges, a Fund may use option strategies such as the concurrent purchase of a
call or put option, including on individual securities and stock indexes,
futures contracts (including on individual securities and stock indexes) or
shares of exchange-traded funds ("ETFs") at one strike price and the writing of
a call or put option on the same individual security, stock index, futures
contract or ETF at a higher strike price in the case of a call option or at a
lower strike price in the case of a put option. The maximum profit from this
strategy would result for the call options from an increase in the value of the
individual security, stock index, futures contract or ETF above the higher
strike price or for the put options the decline in the value of the individual
security, stock index, futures contract or ETF below the lower strike price. If
the price of the individual security, stock index, futures contract or ETF
declines in the case of the call option or increases in the case of the put
option, the Fund has the risk of losing the entire amount paid for the call or
put options.

            --Options on Foreign Currencies. A Fund may purchase and write
options on foreign currencies for hedging and non-hedging purposes. For example,
a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, the Fund may
purchase put options on the foreign currency. If the value of the currency does
decline, the Fund will have the right to sell such currency for a fixed amount
in dollars and could thereby offset, in whole or in part, the adverse effect on
its portfolio which otherwise would have resulted.

            Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Fund may purchase call options thereon. The purchase
of such options could offset, at least partially, the effects of the adverse
movements in exchange rates. As in the case of other types of options, however,
the benefit to the Fund from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, the Fund could sustain losses on transactions in foreign currency
options which would require it to forgo a portion or all of the benefits of
advantageous changes in such rates.

            A Fund may write options on foreign currencies for hedging purposes
or to increase return. For example, where a Fund anticipates a decline in the
dollar value of non-U.S. Dollar-denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities could be offset by the amount of the premium received.

            Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a Fund
could write a put option on the relevant currency, which, if rates move in the
manner projected, will expire unexercised and allow the Fund to hedge such
increased cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Fund will be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on foreign currencies, the Fund also may be required to forgo all or a
portion of the benefits that might otherwise have been obtained from favorable
movements in exchange rates.

            In addition to using options for the hedging purposes described
above, a Fund may also invest in options on foreign currencies for non-hedging
purposes as a means of making direct investments in foreign currencies. A Fund
may use options on currency to seek to increase total return when the Adviser
anticipates that a foreign currency will appreciate or depreciate in value but
securities denominated in that currency are not held by the Fund and do not
present attractive investment opportunities. For example, the Fund may purchase
call options in anticipation of an increase in the market value of a currency. A
Fund would ordinarily realize a gain if, during the option period, the value of
such currency exceeded the sum of the exercise price, the premium paid and
transaction costs. Otherwise, the Fund would realize no gain or a loss on the
purchase of the call option. Put options may be purchased by a Fund for the
purpose of benefiting from a decline in the value of a currency that the Fund
does not own. A Fund would normally realize a gain if, during the option period,
the value of the underlying currency decreased below the exercise price
sufficiently to more than cover the premium and transaction costs. Otherwise,
the Fund would realize no gain or loss on the purchase of the put option. For
additional information on the use of options on foreign currencies for
non-hedging purposes, see "Currency Transactions" below.

            Special Risks Associated with Options on Currencies. An
exchange-traded options position may be closed out only on an options exchange
that provides a secondary market for an option of the same series. Although a
Fund will generally purchase or sell options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time. For
some options, no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that the Fund would have to exercise its options in order to realize
any profit and would incur transaction costs on the sale of the underlying
currency.

            --Futures Contracts and Options on Futures Contracts. Futures
contracts that a Fund may buy and sell may include futures contracts on
fixed-income or other securities, and contracts based on interest rates, foreign
currencies or financial indices, including any index of U.S. Government
securities. A Fund may, for example, purchase or sell futures contracts and
options thereon to hedge against changes in interest rates, securities (through
index futures or options) or currencies.

            Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Fund's current or intended investments in fixed-income securities. For example,
if a Fund owned long-term bonds and interest rates were expected to increase,
that Fund might sell interest rate futures contracts. Such a sale would have
much the same effect as selling some of the long-term bonds in that Fund's
portfolio. However, since the futures market is more liquid than the cash
market, the use of interest rate futures contracts as a hedging technique allows
a Fund to hedge its interest rate risk without having to sell its portfolio
securities. If interest rates were to increase, the value of the debt securities
in the portfolio would decline, but the value of that Fund's interest rate
futures contracts would be expected to increase at approximately the same rate,
thereby keeping the net asset value (the "NAV") of that Fund from declining as
much as it otherwise would have. On the other hand, if interest rates were
expected to decline, interest rate futures contracts could be purchased to hedge
in anticipation of subsequent purchases of long-term bonds at higher prices.
Because the fluctuations in the value of the interest rate futures contracts
should be similar to those of long-term bonds, a Fund could protect itself
against the effects of the anticipated rise in the value of long-term bonds
without actually buying them until the necessary cash becomes available or the
market has stabilized. At that time, the interest rate futures contracts could
be liquidated and that Fund's cash reserves could then be used to buy long-term
bonds on the cash market.

            A Fund may purchase and sell foreign currency futures contracts for
hedging or risk management purposes in order to protect against fluctuations in
currency exchange rates. Such fluctuations could reduce the dollar value of
portfolio securities denominated in foreign currencies, or increase the cost of
non-U.S. Dollar-denominated securities to be acquired, even if the value of such
securities in the currencies in which they are denominated remains constant. A
Fund may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in
the value of such currency relative to the dollar. If such a decline were to
occur, the resulting adverse effect on the value of non-U.S. Dollar-denominated
securities may be offset, in whole or in part, by gains on the futures
contracts. However, if the value of the foreign currency increases relative to
the dollar, a Fund's loss on the foreign currency futures contract may or may
not be offset by an increase in the value of the securities because a decline in
the price of the security stated in terms of the foreign currency may be greater
than the increase in value as a result of the change in exchange rates.

            Conversely, a Fund could protect against a rise in the dollar cost
of non-U.S. Dollar-denominated securities to be acquired by purchasing futures
contracts on the relevant currency, which could offset, in whole or in part, the
increased cost of such securities resulting from a rise in the dollar value of
the underlying currencies. When a Fund purchases futures contracts under such
circumstances, however, and the price in dollars of securities to be acquired
instead declines as a result of appreciation of the dollar, the Fund will
sustain losses on its futures position which could reduce or eliminate the
benefits of the reduced cost of portfolio securities to be acquired.

            A Fund may also engage in currency "cross hedging" when, in the
opinion of the Adviser, the historical relationship among foreign currencies
suggests that a Fund may achieve protection against fluctuations in currency
exchange rates similar to that described above at a reduced cost through the use
of a futures contract relating to a currency other than the U.S. Dollar or the
currency in which the foreign security is denominated. Such "cross hedging" is
subject to the same risks as those described above with respect to an
unanticipated increase or decline in the value of the subject currency relative
to the U.S. Dollar.

            A Fund may also use foreign currency futures contracts and options
on such contracts for non-hedging purposes. Similar to options on currencies
described above, a Fund may use foreign currency futures contracts and options
on such contracts to seek to increase total return when the Adviser anticipates
that a foreign currency will appreciate or depreciate in value but securities
denominated in that currency are not held by the Fund and do not present
attractive investment opportunities. The risks associated with foreign currency
futures contracts and options on futures contracts are similar to those
associated with options on foreign currencies, as described above. For
additional information on the use of options on foreign currencies for
non-hedging purposes, see "Currency Transactions" below.

            Purchases or sales of stock or bond index futures contracts are used
for hedging or risk management purposes to attempt to protect a Fund's current
or intended investments from broad fluctuations in stock or bond prices. For
example, a Fund may sell stock or bond index futures contracts in anticipation
of or during a market decline to attempt to offset the decrease in market value
of the Fund's portfolio securities that might otherwise result. If such decline
occurs, the loss in value of portfolio securities may be offset, in whole or in
part, by gains on the futures position. When a Fund is not fully invested in the
securities market and anticipates a significant market advance, it may purchase
stock or bond index futures contracts in order to gain rapid market exposure
that may, in whole or in part, offset increases in the cost of securities that
the Fund intends to purchase. As such purchases are made, the corresponding
positions in stock or bond index futures contracts will be closed out.

            Options on futures contracts are options that call for the delivery
of futures contracts upon exercise. Options on futures contracts written or
purchased by a Fund will be traded on U.S. exchanges.

            The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities in a Fund's portfolio.
If the futures price at expiration of the option is below the exercise price, a
Fund will retain the full amount of the option premium, which provides a partial
hedge against any decline that may have occurred in the Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the securities or other instruments
required to be delivered under the terms of the futures contract. If the futures
price at expiration of the put option is higher than the exercise price, a Fund
will retain the full amount of the option premium, which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option a Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its options on futures
positions, a Fund's losses from exercised options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

            A Fund may purchase options on futures contracts for hedging
purposes instead of purchasing or selling the underlying futures contracts. For
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline or changes in interest or exchange
rates, a Fund could, in lieu of selling futures contracts, purchase put options
thereon. In the event that such decrease were to occur, it may be offset, in
whole or in part, by a profit on the option. If the anticipated market decline
were not to occur, the Fund will suffer a loss equal to the price of the put.
Where it is projected that the value of securities to be acquired by a Fund will
increase prior to acquisition due to a market advance or changes in interest or
exchange rates, a Fund could purchase call options on futures contracts, rather
than purchasing the underlying futures contracts. If the market advances, the
increased cost of securities to be purchased may be offset by a profit on the
call. However, if the market declines, the Fund will suffer a loss equal to the
price of the call, but the securities that the Fund intends to purchase may be
less expensive.

            --Credit Default Swap Agreements. The "buyer" in a credit default
swap contract is obligated to pay the "seller" a periodic stream of payments
over the term of the contract in return for a contingent payment upon the
occurrence of a credit event with respect to an underlying reference obligation.
Generally, a credit event means bankruptcy, failure to pay, obligation
acceleration or restructuring. A Fund may be either the buyer or seller in the
transaction. As a seller, the Fund receives a fixed rate of income throughout
the term of the contract, which typically is between one month and ten years,
provided that no credit event occurs. If a credit event occurs, the Fund
typically must pay the contingent payment to the buyer. The contingent payment
will be either (i) the "par value" (full amount) of the reference obligation in
which case the Fund will receive the reference obligation in return, or (ii) an
amount equal to the difference between the par value and the current market
value of the obligation. The value of the reference obligation received by the
Fund as a seller if a credit event occurs, coupled with the periodic payments
previously received, may be less than the full notional value it pays to the
buyer, resulting in a loss of value to the Fund. If the Fund is a buyer and no
credit event occurs, the Fund will lose its periodic stream of payments over the
term of the contract. However, if a credit event occurs, the buyer typically
receives full notional value for a reference obligation that may have little or
no value.

            Credit default swaps may involve greater risks than if a Fund had
invested in the reference obligation directly. Credit default swaps are subject
to general market risk, liquidity risk and credit risk.

            --Currency Swaps. A Fund may enter into currency swaps for hedging
purposes in an attempt to protect against adverse changes in exchange rates
between the U.S. Dollar and other currencies or for non-hedging purposes as a
means of making direct investments in foreign currencies, as described below
under "Currency Transactions". Currency swaps involve the exchange by the Fund
with another party of a series of payments in specified currencies. Currency
swaps may involve the exchange of actual principal amounts of currencies by the
counterparties at the initiation and again upon termination of the transaction.
Currency swaps may be bilateral and privately negotiated, with the Fund
expecting to achieve an acceptable degree of correlation between its portfolio
investments and its currency swaps positions. The Funds will not enter into any
currency swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the counterparty thereto is rated in the highest
short-term rating category of at least one nationally recognized statistical
rating organization ("NRSRO") at the time of entering into the transaction.

            --Swaps: Interest Rate Transactions. A Fund may enter into interest
rate swap, swaption and cap or floor transactions, which may include preserving
a return or spread on a particular investment or portion of its portfolio or
protecting against an increase in the price of securities the Fund anticipates
purchasing at a later date. Unless there is a counterparty default, the risk of
loss to a Fund from interest rate transactions is limited to the net amount of
interest payments that the Fund is contractually obligated to make. If the
counterparty to an interest rate transaction defaults, the Fund's risk of loss
consists of the net amount of interest payments that the Fund is contractually
entitled to receive.

            Interest rate swaps involve the exchange by a Fund with another
party of payments calculated by reference to specified interest rates (e.g., an
exchange of floating-rate payments for fixed-rate payments) computed based on a
contractually-based principal (or "notional") amount.

            An option on a swap agreement, also called a "swaption", is an
option that gives the buyer the right, but not the obligation, to enter into a
swap on a future date in exchange for paying a market-based "premium". A
receiver swaption gives the owner the right to receive the total return of a
specified asset, reference rate, or index. A payer swaption gives the owner the
right to pay the total return of a specified asset, reference rate, or index.
Swaptions also include options that allow an existing swap to be terminated or
extended by one of the counterparties.

            Interest rate caps and floors are similar to options in that the
purchase of an interest rate cap or floor entitles the purchaser, to the extent
that a specified index exceeds (in the case of a cap) or falls below (in the
case of a floor) a predetermined interest rate, to receive payments of interest
on a notional amount from the party selling the interest rate cap or floor.

            Caps and floors are less liquid than swaps. These transactions do
not involve the delivery of securities or other underlying assets or principal.
A Fund will enter into bilateral swap agreements, including interest rate swap,
swaptions, cap or floor transactions only with counterparties who have credit
ratings of at least A- (or the equivalent) from any one NRSRO or counterparties
with guarantors with debt securities having such a rating. For cleared interest
rate swaps, the Adviser will monitor the creditworthiness of each of the central
clearing counterparty, clearing broker and executing broker but there will be no
prescribed NRSRO rating requirements for these entities.

            --Total Return Swaps. A Fund may enter into total return swaps in
order to take a "long" or "short" position with respect to an underlying
referenced asset. The Fund is subject to market price volatility of the
referenced asset. A total return swap involves commitments to pay interest in
exchange for a market-linked return based on a notional amount. To the extent
that the total return of the security, group of securities or index underlying
the transaction exceeds or falls short of the offsetting interest obligation,
the Fund will receive a payment or make a payment to the counterparty.

            --Variance and Correlation Swaps. A Fund may enter into variance or
correlation swaps in an attempt to hedge equity market risk or adjust exposure
to the equity markets. Variance swaps are contracts in which two parties agree
to exchange cash payments based on the difference between the stated level of
variance and the actual variance realized on an underlying asset or index.
Actual "variance" as used here is defined as the sum of the square of the
returns on the reference asset or index (which in effect is a measure of its
"volatility") over the length of the contract term. In other words, the parties
to a variance swap can be said to exchange actual volatility for a contractually
stated rate of volatility. Correlation swaps are contracts in which two parties
agree to exchange cash payments based on the differences between the stated and
the actual correlation realized on the underlying equity securities within a
given equity index. "Correlation" as used here is defined as the weighted
average of the correlations between the daily returns of each pair of securities
within a given equity index. If two assets are said to be closely correlated, it
means that their daily returns vary in similar proportions or along similar
trajectories.

            --Special Risks Associated with Swaps. Risks may arise as a result
of the failure of the counterparty to a bilateral swap contract to comply with
the terms of the swap contract. The loss incurred by the failure of a
counterparty is generally limited to the net interim payment to be received by a
Fund, and/or the termination value at the end of the contract. Therefore, the
Fund considers the creditworthiness of the counterparty to a bilateral swap
contract. The risk is mitigated by having a netting arrangement between the Fund
and the counterparty and by the posting of collateral by the counterparty to the
Fund to cover the Fund's exposure to the counterparty. Certain standardized
swaps, including interest rate swaps and credit default swaps, are, or soon will
be subject to mandatory central clearing. Central clearing is expected, among
other things, to reduce counterparty credit risk, but does not eliminate it
completely.

            Additionally, risks may arise from unanticipated movements in
interest rates or in the value of the underlying securities. The Fund accrues
for the changes in value on swap contracts on a daily basis, with the net amount
recorded within unrealized appreciation/depreciation of swap contracts on the
statement of assets and liabilities. 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 swap contracts. Fluctuations in the value of swap contracts
are recorded as a component of net change in unrealized
appreciation/depreciation of swap contracts on the statement of operations.

            --Synthetic Foreign Equity Securities. A Fund may invest in
different types of derivatives generally referred to as synthetic foreign equity
securities. These securities may include international warrants or local access
products. International warrants are financial instruments issued by banks or
other financial institutions, which may or may not be traded on a foreign
exchange. International warrants are a form of derivative security that may give
holders the right to buy or sell an underlying security or a basket of
securities representing an index from or to the issuer of the warrant for a
particular price or may entitle holders to receive a cash payment relating to
the value of the underlying security or index, in each case upon exercise by the
Fund. Local access products are similar to options in that they are exercisable
by the holder for an underlying security or a cash payment based upon the value
of that security, but are generally exercisable over a longer term than typical
options. These types of instruments may be American style, which means that they
can be exercised at any time on or before the expiration date of the
international warrant, or European style, which means that they may be exercised
only on the expiration date.

            Other types of synthetic foreign equity securities in which a Fund
may invest include covered warrants and low exercise price warrants. Covered
warrants entitle the holder to purchase from the issuer, typically a financial
institution, upon exercise, common stock of an international company or receive
a cash payment (generally in U.S. Dollars). The issuer of the covered warrant
usually owns the underlying security or has a mechanism, such as owning equity
warrants on the underlying securities, through which they can obtain the
securities. The cash payment is calculated according to a predetermined formula,
which is generally based on the difference between the value of the underlying
security on the date of exercise and the strike price. Low exercise price
warrants are warrants with an exercise price that is very low relative to the
market price of the underlying instrument at the time of issue (e.g., one cent
or less). The buyer of a low exercise price warrant effectively pays the full
value of the underlying common stock at the outset. In the case of any exercise
of warrants, there may be a time delay between the time a holder of warrants
gives instructions to exercise and the time the price of the common stock
relating to exercise or the settlement date is determined, during which time the
price of the underlying security could change significantly. In addition, the
exercise or settlement date of the warrants may be affected by certain market
disruption events, such as difficulties relating to the exchange of a local
currency into U.S. Dollars, the imposition of capital controls by a local
jurisdiction or changes in the laws relating to foreign investments. These
events could lead to a change in the exercise date or settlement currency of the
warrants, or postponement of the settlement date. In some cases, if the market
disruption events continue for a certain period of time, the warrants may become
worthless resulting in a total loss of the purchase price of the warrants.

            A Fund's investments in synthetic foreign equity securities will be
those issued by entities deemed to be creditworthy by the Adviser, which will
monitor the creditworthiness of the issuers on an ongoing basis. Investments in
these instruments involve the risk that the issuer of the instrument may default
on its obligation to deliver the underlying security or cash in lieu thereof.
These instruments may also be subject to liquidity risk because there may be a
limited secondary market for trading the warrants. They are also subject, like
other investments in foreign securities, to foreign risk and currency risk.

            International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction
with an issue of bonds or shares, although they also may be issued as part of a
rights issue or scrip issue. When issued with bonds or shares, they usually
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be
traded in different currency (euro-warrants). Equity warrants are traded on a
number of foreign exchanges and in OTC markets. Index warrants and interest rate
warrants are rights created by an issuer, typically a financial institution,
entitling the holder to purchase, in the case of a call, or sell, in the case of
a put, respectively, an equity index or a specific bond issue or interest rate
index at a certain level over a fixed period of time. Index warrants
transactions settle in cash, while interest rate warrants can typically be
exercised in the underlying instrument or settle in cash.

            A Fund also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.
Like covered warrants, long term-options are call options created by an issuer,
typically a financial institution, entitling the holder to purchase from the
issuer outstanding securities of another issuer. Long-term options have an
initial period of one year or more, but generally have terms between three and
five years. Unlike U.S. options, long-term European options do not settle
through a clearing corporation that guarantees the performance of the
counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

            --Eurodollar Instruments. Eurodollar instruments are essentially
U.S. Dollar-denominated futures contracts or options thereon that are linked to
the London Interbank Offered Rate and are subject to the same limitations and
risks as other futures contracts and options.

            --Currency Transactions. A Fund may invest in non-U.S.
Dollar-denominated securities on a currency hedged or un-hedged basis. The
Adviser may actively manage the Fund's currency exposures and 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 contracts and options on futures contracts, swaps and
options. The Adviser may enter into transactions for investment opportunities
when it anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that currency are not held by the Fund and
do not present attractive investment opportunities. Such transactions may also
be used when the Adviser believes that it may be more efficient than a direct
investment in a foreign currency-denominated security. The Funds 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).

Forward Commitments and When-Issued and Delayed Delivery Securities
-------------------------------------------------------------------

            Forward commitments for the purchase or sale of securities may
include purchases on a "when-issued" basis or purchases or sales on a "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed
at the time the commitment is made. The Fund assumes the rights and risks of
ownership of the security, but the Fund does not pay for the securities until
they are received. If a Fund is fully or almost fully invested when forward
commitment purchases are outstanding, such purchases may result in a form of
leverage. Leveraging the portfolio in this manner may increase the Fund's
volatility of returns.

            The use of forward commitments enables a Fund to protect against
anticipated changes in exchange rates, interest rates and/or prices. For
instance, a Fund may enter into a forward contract when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. Dollar price of the security
("transaction hedge"). In addition, when a Fund believes that a foreign currency
may suffer a substantial decline against the U.S. Dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency approximating
the value of some or all of that Fund's securities denominated in such foreign
currency, or when the Fund believes that the U.S. Dollar may suffer a
substantial decline against a foreign currency, it may enter into a forward
purchase contract to buy that foreign currency for a fixed dollar amount
("position hedge"). If the Adviser were to forecast incorrectly the direction of
exchange rate movements, a Fund might be required to complete such when-issued
or forward transactions at prices inferior to the then current market values.

            When-issued securities and forward commitments may be sold prior to
the settlement date. If a Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or dispose of its right to deliver
or receive against a forward commitment, it may incur a gain or loss. Any
significant commitment of Fund assets to the purchase of securities on a "when,
as and if issued" basis may increase the volatility of the Fund's NAV.

            At the time a Fund intends to enter into a forward commitment, it
will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its NAV.
Any unrealized appreciation or depreciation reflected in such valuation of a
"when, as and if issued" security would be canceled in the event that the
required conditions did not occur and the trade was canceled.

            Purchases of securities on a forward commitment or when-issued basis
may involve more risk than other types of purchases. For example, by committing
to purchase securities in the future, a Fund subjects itself to a risk of loss
on such commitments as well as on its portfolio securities. Also, a Fund may
have to sell assets which have been set aside in order to meet redemptions. In
addition, if a Fund determines it is advisable as a matter of investment
strategy to sell the forward commitment or "when-issued" or "delayed delivery"
securities before delivery, that Fund may incur a gain or loss because of market
fluctuations since the time the commitment to purchase such securities was made.
Any such gain or loss would be treated as a capital gain or loss for tax
purposes. When the time comes to pay for the securities to be purchased under a
forward commitment or on a "when-issued" or "delayed delivery" basis, the Fund
will meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than the Fund's payment
obligation). No interest or dividends accrue to the purchaser prior to the
settlement date for securities purchased or sold under a forward commitment. In
addition, in the event the other party to the transaction files for bankruptcy,
becomes insolvent, or defaults on its obligation, a Fund may be adversely
affected.

Illiquid Securities
-------------------

            A Fund, except for Concentrated Growth, will not invest in illiquid
securities if immediately after such investment more than 15% or such other
amount permitted by guidance regarding the 1940 Act of the Fund's net assets
would be invested in such securities. Concentrated Growth's investments in
illiquid securities are limited to 5% of the value of its net assets. For this
purpose, illiquid securities include, among others, (a) direct placements or
other securities which are subject to legal or contractual restrictions on
resale or for which there is no readily available market (e.g., trading in the
security is suspended or, in the case of unlisted securities, market makers do
not exist or will not entertain bids or offers), (b) options purchased by a Fund
OTC and the cover for options written by the Fund OTC, and (c) repurchase
agreements not terminable within seven days. Securities that have legal or
contractual restrictions on resale but have a readily available market are not
deemed illiquid for purposes of this limitation.

            Mutual funds do not typically hold a significant amount of
restricted securities (securities that are subject to restrictions on resale to
the general public) or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund may also have to take certain steps
or wait a certain amount of time in order to remove the transfer restrictions
for such restricted securities in order to dispose of them, resulting in
additional expense and delay.

            Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") allows a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. To the
extent permitted by applicable law, Rule 144A Securities will not be treated as
illiquid for purposes of the foregoing restriction so long as such securities
meet the liquidity guidelines established by the Board. Pursuant to these
guidelines, the Adviser will monitor the liquidity of a Fund's investment in
Rule 144A Securities. An insufficient number of qualified institutional buyers
interested in purchasing certain restricted securities held by a Fund, however,
could affect adversely the marketability of such portfolio securities and the
Fund might be unable to dispose of such securities promptly or at reasonable
prices.

            The Adviser, acting under the oversight of the Boards, will monitor
the liquidity of restricted securities in a Fund that are eligible for resale
pursuant to Rule 144A. In reaching liquidity decisions, the Adviser will
consider, among others, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers issuing quotations to
purchase or sell the security; (3) the number of other potential purchasers of
the security; (4) the number of dealers undertaking to make a market in the
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the
transfer); and (6) any applicable Securities and Exchange Commission ("SEC")
interpretation or position with respect to such type of securities.

Investments in Pre-IPO Securities.
----------------------------------

            The Funds may invest in pre-IPO (initial public offering)
securities. Pre-IPO securities, or venture capital investments, are investments
in new and early stage companies, often funded by venture capital and referred
to as "venture capital companies", whose securities have not been offered to the
public and that are not publicly traded. These investments may present
significant opportunities for capital appreciation but involve a high degree of
risk that may result in significant decreases in the value of these investments.
Venture capital companies may not have established products, experienced
management or earnings history. The Funds may not be able to sell such
investments when the portfolio managers and/or investment personnel deem it
appropriate to do so because they are not publicly traded. As such, these
investments are generally considered to be illiquid until a company's public
offering (which may never occur) and are often subject to additional contractual
restrictions on resale following any public offering that may prevent the Funds
from selling their shares of these companies for a period of time. Market
conditions, developments within a company, investor perception or regulatory
decisions may adversely affect a venture capital company and delay or prevent a
venture capital company from ultimately offering its securities to the public.

Investment in Exchange-Traded Funds and Other Investment Companies
------------------------------------------------------------------

            The Funds may invest in shares of ETFs, subject to the restrictions
and limitations of the 1940 Act, or any applicable rules, exemptive orders or
regulatory guidance. ETFs are pooled investment vehicles, which may be managed
or unmanaged, that generally seek to track the performance of a specific index.
ETFs will not track their underlying indices precisely since the ETFs have
expenses and may need to hold a portion of their assets in cash, unlike the
underlying indices, and the ETFs may not invest in all of the securities in the
underlying indices in the same proportion as the indices for various reasons.
The Funds will incur transaction costs when buying and selling ETF shares, and
indirectly bear the expenses of the ETFs. In addition, the market value of an
ETF's shares, which are based on supply and demand in the market for the ETFs
shares, may differ from their NAV. Accordingly, there may be times when an ETF's
shares trade at a discount to its NAV.

            The Funds may also invest in investment companies other than ETFs,
as permitted by the 1940 Act or the rules and regulations or exemptive orders
thereunder. As with ETF investments, if the Funds acquire shares in other
investment companies, shareholders would bear, indirectly, the expenses of such
investment companies (which may include management and advisory fees), which are
in addition to the Funds' expenses. The Funds intend to invest uninvested cash
balances in an affiliated money market fund as permitted by Rule 12d1-1 under
the 1940 Act.

Loans of Portfolio Securities
-----------------------------

            A Fund may seek to increase income by lending portfolio securities
to brokers, dealers, and financial institutions ("borrowers") to the extent
permitted under the 1940 Act or the rules or regulations thereunder (as such
statute, rules, or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act.
Generally, under the securities lending program, all securities loans will be
secured continually by cash collateral. A principal risk in lending portfolio
securities is that the borrower will fail to return the loaned securities upon
termination of the loan and, that the collateral will not be sufficient to
replace the loaned securities upon the borrower's default.

            In determining whether to lend securities to a particular borrower,
the Adviser (subject to oversight by the Boards) will consider all relevant
facts and circumstances, including the creditworthiness of the borrower. The
loans would be made only to firms deemed by the Adviser to be creditworthy and
when, in the judgment of the Adviser, the consideration that can be earned
currently from securities loans of this type justifies the attendant risk. A
Fund will be compensated for the loan from a portion of the net return from the
interest earned on the cash collateral after a rebate paid to the borrower
(which may be a negative amount - i.e., the borrower may pay a fee to the Fund
in connection with the loan) and payments for fees paid to the securities
lending agent and for certain other administrative expenses.

            A Fund will have the right to call a loan and obtain the securities
loaned on notice to the borrower within the normal and customary settlement time
for the securities. While securities are on loan, the borrower is obligated to
pay the Fund amounts equal to any income or other distribution from the
securities.

            A Fund will invest any cash collateral from its securities lending
activities in shares of an affiliated money market fund managed by the Adviser
and approved by the Board. Any such investment of cash collateral will be
subject to the money market fund's investment risk. The Funds may pay reasonable
finders', administrative, and custodial fees in connection with a loan.

            A Fund will not have the right to vote any securities having voting
rights during the existence of the loan. The Fund will have the right to regain
record ownership of loaned securities or equivalent securities in order to
exercise voting or ownership rights. When the Fund lends its securities, its
investment performance will continue to reflect the value of securities on loan.

            Concentrated Growth intends to limit its securities lending
activities so that no more than 5% of the value of the Fund's assets will be
represented by securities loaned.

Preferred Stock
---------------

            A Fund may invest in preferred stock. Preferred stock is an equity
security that has features of debt because it generally entitles the holder to
periodic payments at a fixed rate of return. Preferred stock is subordinated to
any debt the issuer has outstanding but has liquidation preference over common
stock. Accordingly, preferred stock dividends are not paid until all debt
obligations are first met. Preferred stock may be subject to more fluctuations
in market value, due to changes in market participants' perceptions of the
issuer's ability to continue to pay dividends, than debt of the same issuer.

Real Estate Investment Trusts
-----------------------------

            Real Estate Investment Trusts ("REITs") are pooled investment
vehicles that invest primarily in income-producing real estate or real estate
related loans or interests. REITs are generally classified as equity REITs,
mortgage REITs or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive income
from the collection of interest and principal payments. Similar to investment
companies such as the Funds, REITs are not taxed on income distributed to
shareholders provided they comply with several requirements of the United States
Internal Revenue Code of 1986, as amended (the "Code"). A Fund will indirectly
bear its proportionate share of expenses incurred by REITs in which the Fund
invests in addition to the expenses incurred directly by the Fund.

            Investing in REITs involves certain unique risks in addition to
those risks associated with investing in the real estate industry in general.
Equity REITs may be affected by changes in the value of the underlying property
owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not
diversified, and are subject to heavy cash flow dependency, default by borrowers
and self-liquidation.

            Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have had more price
volatility than larger capitalization stocks.

            REITs are subject to the possibilities of failing to qualify for
tax-free pass-through of income under the Code and failing to maintain their
exemptions from registration under the 1940 Act. REITs (especially mortgage
REITs) also are subject to interest rate risks. When interest rates decline, the
value of a REIT's investment in fixed-rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's investment in
fixed-rate obligations can be expected to decline. In contrast, as interest
rates on adjustable rate mortgage loans are reset periodically, yields on a
REIT's investments in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate fluctuations than would
investments in fixed-rate obligations.

Repurchase Agreements and Buy/Sell Back Transactions
----------------------------------------------------

            A repurchase agreement is an agreement by which a Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed-upon price and date, normally one day or a week later. The
purchase and repurchase obligations are transacted under one document. The
resale price is greater than the purchase price, reflecting an agreed-upon
"interest rate" that is effective for the period of time the buyer's money is
invested in the security, and which is related to the current market rate of the
purchased security rather than its coupon rate. During the term of the
repurchase agreement, a Fund monitors on a daily basis the market value of the
securities subject to the agreement and, if the market value of the securities
falls below the resale amount provided under the repurchase agreement, the
seller under the repurchase agreement is required to provide additional
securities or cash equal to the amount by which the market value of the
securities falls below the resale amount. Because a repurchase agreement permits
a Fund to invest temporarily available cash on a fully-collateralized basis,
repurchase agreements permit the Fund to earn a return on temporarily available
cash while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. Repurchase agreements may exhibit the characteristics of
loans by a Fund.

            The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, the Fund would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. A Fund may incur
various expenses in connection with the exercise of its rights and may be
subject to various delays and risks of loss, including (a) possible declines in
the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Fund's rights. The
Fund's Board has established procedures, which are periodically reviewed by the
Board, pursuant to which the Adviser monitors the creditworthiness of the
dealers with which the Fund enters into repurchase agreement transactions.

            A Fund may enter into buy/sell back transactions, which are similar
to repurchase agreements. In this type of transaction, a Fund enters a trade to
buy securities at one price and simultaneously enters a trade to sell the same
securities at another price on a specified date. Similar to a repurchase
agreement, the repurchase price is higher than the sale price and reflects
current interest rates. Unlike a repurchase agreement, however, the buy/sell
back transaction, though done simultaneously, constitutes two separate legal
agreements. A buy/sell back transaction also differs from a repurchase agreement
in that the seller is not required to provide margin payments if the value of
the securities falls below the repurchase price because the transaction
constitutes two separate transactions. Each Fund has the risk of changes in the
value of the purchased security during the term of the buy/sell back agreement
although these agreements typically provide for the repricing of the original
transaction at a new market price if the value of the security changes by a
specific amount.

Reverse Repurchase Agreements
-----------------------------

            Reverse repurchase agreements involve sales by a Fund of portfolio
assets concurrently with an agreement by the Fund to repurchase the same assets
at a later date at a fixed price. During the reverse repurchase agreement
period, a Fund continues to receive principal and interest payments on these
securities. Generally, the effect of such a transaction is that the Fund can
recover all or most of the cash invested in the portfolio securities involved
during the term of the reverse repurchase agreement, while it will be able to
keep the interest income associated with those portfolio securities. Such
transactions are advantageous only if the interest cost to the Fund of the
reverse repurchase transaction is less than the cost of otherwise obtaining the
cash.

            Reverse repurchase agreements are considered to be a loan to a Fund
by the counterparty, collateralized by the assets subject to repurchase because
the incidents of ownership are retained by the Fund. By entering into reverse
repurchase agreements, a Fund obtains additional cash to invest in other
securities. A Fund may use reverse repurchase agreements for borrowing purposes
if it believes that the cost of this form of borrowing will be lower than the
cost of bank borrowing. Reverse repurchase agreements create leverage and are
speculative transactions because they allow a Fund to achieve a return on a
larger capital base relative to its NAV. The use of leverage creates the
opportunity for increased income for a Fund's shareholders when the Fund
achieves a higher rate of return on the investment of the reverse repurchase
agreement proceeds than it pays in interest on the reverse repurchase
transactions. However, there is the risk that returns could be reduced if the
rates of interest on the investment proceeds do not exceed the interest paid by
a Fund on the reverse repurchase transactions.

            Reverse repurchase agreements involve the risk that the market value
of the securities the Fund is obligated to repurchase under the agreement may
decline below the repurchase price. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund's
use of the proceeds of the agreement may be restricted, pending a determination
by the other party, or its trustee or receiver, whether to enforce the Fund's
obligation to repurchase the securities.

Rights and Warrants
-------------------

            A Fund may invest in rights and warrants, which entitle the holder
to buy equity securities at a specific price for a specific period of time, but
will do so only if the equity securities themselves are deemed appropriate by
the Adviser for inclusion in a Fund's portfolio. Rights and warrants may be
considered more speculative than certain other types of investments in that they
do not entitle a holder to dividends or voting rights with respect to the
securities which may be purchased nor do they represent any rights in the assets
of the issuing company. Also, the value of a right or warrant does not
necessarily change with the value of the underlying securities and a right or
warrant ceases to have value if it is not exercised prior to the expiration
date.

Short Sales
-----------

            A Fund, except for Concentrated Growth, may make short sales of
securities or maintain a short position. A short sale is effected by selling a
security that a Fund does not own, or if the Fund does own such security, it is
not to be delivered upon consummation of sale. A short sale is against the box
to the extent that the Fund contemporaneously owns or has the right to obtain
securities identical to those sold. A short sale of a security involves the risk
that, instead of declining, the price of the securities sold short will rise. If
the price of the security sold short increases between the time of the short
sale and the time a Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a capital gain.
Although the Fund's gain is limited to the price at which it sold the security
short, its potential loss is unlimited since there is a theoretically unlimited
potential for the market price of equity securities of the security sold short
to increase. Short sales may be used in some cases by a Fund to defer the
realization of gain or loss for federal income tax purposes on securities then
owned by the Fund. See "Dividends, Distributions and Taxes-Tax Straddles" for a
discussion of certain special federal income tax considerations that may apply
to short sales which are entered into by the Fund.

Special Situations
------------------

            A Fund may invest in special situations from time to time. A special
situation arises when, in the opinion of the Fund's management, the securities
of a particular company will, within a reasonably estimable period of time, be
accorded market recognition at an appreciated value solely by reason of a
development particularly or uniquely applicable to that company and regardless
of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among others, the
following: liquidations, reorganizations, recapitalizations or mergers, material
litigation, technological breakthroughs and new management or management
policies. Although large and well-known companies may be involved, special
situations often involve much greater risk than is inherent in ordinary
investment securities.

Standby Commitment Agreements
-----------------------------

            A Fund may, from time to time, enter into standby commitment
agreements. Such agreements commit a Fund, for a stated period of time, to
purchase a stated amount of a security that may be issued and sold to the Fund
at the option of the issuer. The price and coupon of the security are fixed at
the time of the commitment. At the time of entering into the agreement a Fund is
paid a commitment fee, regardless of whether or not the security is ultimately
issued. A Fund will enter into such agreements only for the purpose of investing
in the security underlying the commitment at a yield and price which are
considered advantageous to the Fund and which are unavailable on a firm
commitment basis.

            There can be no assurance that the securities subject to a standby
commitment will be issued and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, a Fund
will bear the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of the security
during the commitment period if the issuer decides not to issue and sell the
security to the Fund.

            The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued and the value of the security
will thereafter be reflected in the calculation of a Fund's NAV. The cost basis
of the security will be adjusted by the amount of the commitment fee. In the
event the security is not issued, the commitment fee will be recorded as income
on the expiration date of the standby commitment.

Structured Products
-------------------

            A Fund may invest in structured products. Structured products,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depositary
instrument. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a structured product is tied (either positively
or negatively) to prices, changes in prices, or differences between prices, of
underlying assets, such as securities, currencies, intangibles, goods, articles
or commodities or by reference to an unrelated benchmark related to an objective
index, economic factor or other measure, such as interest rates, currency
exchange rates, commodity indices, and securities indices. The interest rate or
(unlike most fixed-income securities) the principal amount payable at maturity
of a structured product may be increased or decreased depending on changes in
the value of the underlying asset or benchmark.

            Structured products may take a variety of forms. Most commonly, they
are in the form of debt instruments with interest or principal payments or
redemption terms determined by reference to the value of a currency or commodity
or securities index at a future point in time, but may also be issued as
preferred stock with dividend rates determined by reference to the value of a
currency or convertible securities with the conversion terms related to a
particular commodity.

            Investing in structured products may be more efficient and less
expensive for a Fund than investing in the underlying assets or benchmarks and
the related derivative. These investments can be used as a means of pursuing a
variety of investment goals, including currency hedging, duration management and
increased total return. In addition, structured products may be a tax-advantaged
investment in that they generate income that may be distributed to shareholders
as income rather than short-term capital gains that may otherwise result from a
derivatives transaction.

            Structured products, however, have more risk than traditional types
of debt or other securities. These products may not bear interest or pay
dividends. The value of a structured product or its interest rate may be a
multiple of a benchmark and, as a result, may be leveraged and move (up or down)
more steeply and rapidly than the benchmark. Under certain conditions, the
redemption value of a structured product could be zero. Structured products are
potentially more volatile and carry greater market risks than traditional debt
instruments. The prices of the structured instrument and the benchmark or
underlying asset may not move in the same direction or at the same time.
Structured products may be less liquid and more difficult to price than less
complex securities or instruments or more traditional debt securities. The risk
of these investments can be substantial with the possibility that the entire
principal amount is at risk. The purchase of structured products also exposes a
Fund to the credit risk of the issuer of the structured product.

            Structured Notes and Indexed Securities: A Fund may invest in a
particular type of structured instrument sometimes referred to as a "structured
note". The terms of these notes may be structured by the issuer and the
purchaser of the note. Structured notes are derivative debt instruments, the
interest rate or principal of which is determined by an unrelated indicator (for
example, a currency, security, commodity or index thereof). Indexed securities
may include structured notes as well as securities other than debt securities,
the interest rate or principal of which is determined by an unrelated indicator.
The terms of structured notes and indexed securities may provide that in certain
circumstances no principal is due at maturity, which may result in a total loss
of invested capital. Structured notes and indexed securities may be positively
or negatively indexed, so that appreciation of the unrelated indicator may
produce an increase or a decrease in the interest rate or the value of the
structured note or indexed security at maturity may be calculated as a specified
multiple of the change in the value of the unrelated indicator. Therefore, the
value of such notes and securities may be very volatile. Structured notes and
indexed securities may entail a greater degree of market risk than other types
of debt securities because the investor bears the risk of the unrelated
indicator. Structured notes or indexed securities also may be more volatile,
less liquid, and more difficult to accurately price than less complex securities
and instruments or more traditional debt securities.

            Commodity Index-Linked Notes and Commodity-Linked Notes: Structured
products may provide exposure to the commodities markets. These structured notes
may include leveraged or unleveraged commodity index-linked notes, which are
derivative debt instruments with principal and/or coupon payments linked to the
performance of commodity indices. They also include commodity-linked notes with
principal and/or coupon payments linked to the value of particular commodities
or commodities futures contracts, or a subset of commodities and commodities
future contracts. The value of these notes will rise or fall in response to
changes in the underlying commodity, commodity futures contract, subset of
commodities or commodities futures contracts or commodity index. These notes
expose the Fund economically to movements in commodity prices. These notes also
are subject to risks, such as credit, market and interest rate risks, that in
general affect the values of debt securities. In addition, these notes are often
leveraged, increasing the volatility of each note's market value relative to
changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, the Fund might receive interest or principal payments on the
note that are determined based upon a specified multiple of the change in value
of the underlying commodity, commodity futures contract or index.

            Credit-Linked Securities: Credit-linked securities are issued by a
limited purpose trust or other vehicle that, in turn, invests in a basket of
derivative instruments, such as credit default swaps, interest rate swaps and
other securities, in order to provide exposure to certain high-yield or other
fixed-income markets. For example, a Fund may invest in credit-linked securities
as a cash management tool in order to gain exposure to certain high-yield
markets and/or to remain fully invested when more traditional income-producing
securities are not available. Like an investment in a bond, investments in
credit-linked securities represent the right to receive periodic income payments
(in the form of distributions) and payment of principal at the end of the term
of the security. However, these payments are conditioned on the trust's receipt
of payments from, and the trust's potential obligations to, the counterparties
to the derivative instruments and other securities in which the trust invests.
For instance, the trust may sell one or more credit default swaps, under which
the trust would receive a stream of payments over the term of the swap
agreements provided that no event of default has occurred with respect to the
referenced debt obligation upon which the swap is based. If a default occurs,
the stream of payments may stop and the trust would be obligated to pay the
counterparty the par value (or other agreed-upon value) of the referenced debt
obligation. This, in turn, would reduce the amount of income and principal that
a Fund would receive as an investor in the trust. A Fund's investments in these
instruments are indirectly subject to the risks associated with derivative
instruments, including, among others, credit risk, default or similar event
risk, counterparty risk, interest rate risk, and leverage risk and management
risk. These securities are generally structured as Rule 144A securities so that
they may be freely traded among institutional buyers. However, changes in the
market for credit-linked securities or the availability of willing buyers may
result in the securities becoming illiquid.

U.S. Companies and U.S. Instruments
-----------------------------------

            For purposes of Select US Equity's policy to invest at least 80% of
its net assets in equity securities of U.S. companies, a U.S. company is a
company (1) that is organized under the laws of the United States or a political
subdivision of the United States, (2) the equity securities of which are
principally traded on a U.S. exchange or in a U.S. market, or (3) that, in its
most recent fiscal year, derived at least 50% of its revenues or profits from
goods produced or sold, investments made, or services performed in the United
States or that has at least 50% of its assets in the United States. In addition
to U.S. companies, for the purposes of Select US Long/Short's 80% policy, U.S.
cash equivalents include U.S. registered money market mutual funds, repurchase
agreements related to U.S. Government securities, and commercial paper and other
short-term obligations of U.S. companies.

Certain Risk and Other Considerations
-------------------------------------

            Borrowings and Use of Leverage. A Fund may use borrowings for
investment purposes subject to its investment policies and restrictions and to
applicable statutory or regulatory requirements. Borrowings by a Fund result in
leveraging of the Fund's shares. Likewise, a Fund's investments in certain
derivatives may effectively leverage the Fund's portfolio. A Fund may use
leverage for investment purposes by entering into transactions such as reverse
repurchase agreements, forward contracts, dollar rolls or certain derivatives.
This means that the Fund uses cash made available during the term of these
transactions to make investments in other securities.

            Utilization of leverage, which is usually considered speculative,
involves certain risks to the Fund's shareholders. These include a higher
volatility of the NAV of the Fund's shares and the relatively greater effect on
the NAV of the shares. In the case of borrowings for investment purposes, so
long as the Fund is able to realize a net return on its investment portfolio
that is higher than the interest expense paid on borrowings, the effect of such
leverage will be to cause the Fund's shareholders to realize a higher net return
than if the Fund were not leveraged. With respect to certain investments in
derivatives that result in leverage of the Fund's shares, if the Fund is able to
realize a net return on its investments that is higher than the costs of the
leveraged transaction, the effect of such leverage will be to cause the Fund to
realize a higher return than if the Fund were not leveraged. If the interest
expense on borrowings or the costs of leveraged transactions approach the return
on the Fund's investment portfolio or investments made through leverage, as
applicable, the benefit of leverage to the Fund's shareholders will be reduced.
If the interest expense on borrowings or costs of the leveraged transaction were
to exceed the net return to the Fund, the Fund's use of leverage would result in
a lower rate of return. Similarly, the effect of leverage in a declining market
would normally be a greater decrease in NAV.

            Certain transactions, such as derivatives transactions, forward
commitments, reverse repurchase agreements and short sales, involve leverage and
may expose a Fund to potential losses that, in some cases, may exceed the amount
originally invested by the Fund. When a Fund engages in such transactions, it
will, in accordance with guidance provided by the SEC or its staff in, among
other things, regulations, interpretative releases and no-action letters,
deposit in a segregated account certain liquid assets with a value at least
equal to the Fund's exposure, on a marked-to-market or on another relevant
basis, to the transaction. Transactions for which assets have been segregated
will not be considered "senior securities" for purposes of the Fund's investment
restriction concerning senior securities. The segregation of assets is intended
to enable a Fund to have assets available to satisfy its obligations with
respect to these transactions, but will not limit the Fund's exposure to loss.

            Cyber Security Risk. As the use of the Internet and other
technologies has become more prevalent in the course of business, the Funds and
their service providers, including the Adviser, have become more susceptible to
operational and financial risks associated with cyber security. Cyber security
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. Cyber security failures or
breaches of the Funds or their service providers or the issuers of securities in
which the Funds invest have the ability to cause disruptions and affect business
operations, potentially resulting in financial losses, the inability of Fund
shareholders to transact business, violations of applicable privacy and other
laws, regulatory fines, reputational damage, reimbursement or other compensation
costs, and/or additional compliance costs. While measures have been developed
that are designed to reduce the risks associated with cyber security, there is
no guarantee that those measures will be effective, particularly since the Funds
do not control the cyber security defenses or plans of its service providers,
financial intermediaries and companies in which they invest or with which they
do business.

            Risks of Investments in Foreign Securities. Investors should
understand and consider carefully the substantial risks involved in securities
of foreign companies and governments of foreign nations, some of which are
referred to below, and which are in addition to the usual risks inherent in
domestic investments. Investing in securities of non-U.S. companies which are
generally denominated in foreign currencies, and utilization of derivative
investment products denominated in, or the value of which is dependent upon
movements in the relative value of, a foreign currency, involve certain
considerations comprising both risk and opportunity not typically associated
with investing in U.S. companies. These considerations include changes in
exchange rates and exchange control regulations, political and social
instability, expropriation, imposition of foreign taxes, less liquid markets and
less available information than are generally the case in the United States,
higher transaction costs, less government supervision of exchanges, brokers and
issuers, difficulty in enforcing contractual obligations, lack of uniform
accounting and auditing standards and greater price volatility.

            There is generally less publicly available information about foreign
companies comparable to reports and ratings that are published about companies
in the United States. Foreign issuers are subject to accounting and financial
standards and requirements that differ, in some cases significantly, from those
applicable to U.S. issuers. In particular, the assets and profits appearing on
the financial statements of a foreign issuer may not reflect its financial
position or results of operations in the way they would be reflected had the
financial statement been prepared in accordance with U.S. generally accepted
accounting principles. In addition, for an issuer that keeps accounting records
in local currency, inflation accounting rules in some of the countries in which
the Fund may invest require, for both tax and accounting purposes, that certain
assets and liabilities be restated on the issuer's balance sheet in order to
express items in terms of currency of constant purchasing power. Inflation
accounting may indirectly generate losses or profits. Consequently, financial
data may be materially affected by restatements for inflation and may not
accurately reflect the real condition of those issuers and securities markets.
Substantially less information is publicly available about certain non-U.S.
issuers than is available about U.S. issuers.

            It is contemplated that foreign securities will be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Foreign securities markets are
generally not as developed or efficient as those in the United States. While
growing in volume, they usually have substantially less volume than the New York
Stock Exchange (the "Exchange"), and securities of some foreign companies are
less liquid and more volatile than securities of comparable United States
companies. Similarly, volume and liquidity in most foreign bond markets are less
than in the United States and, at times, volatility of price can be greater than
in the United States. Fixed commissions on foreign stock exchanges are generally
higher than negotiated commissions on United States exchanges, although a Fund
will endeavor to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and regulation of
stock exchanges, brokers and listed companies than in the United States.

            Expropriation, confiscatory taxation, nationalization, political,
economic or social instability or other similar developments, such as military
coups, have occurred in the past in countries in which a Fund may invest and
could adversely affect a Fund's assets should these conditions or events recur.

            In June 2016, the United Kingdom ("UK") voted in a referendum to
leave the European Union ("EU"). It is expected that the UK will seek to
withdraw from the EU with an anticipated completion date within two years of
notifying the European Council of its intention to withdraw. There is still
considerable uncertainty relating to the potential consequences and timeframe of
the withdrawal. During this period and beyond, the impact on the UK and European
economies and the broader global economy could be significant, resulting in
increased volatility and illiquidity, currency fluctuations, impacts on
arrangements for trading and on other existing cross-border cooperation
arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise),
and in potentially lower growth for companies in the UK, Europe and globally,
which could have an adverse effect on the value of a Fund's investments.

            Foreign investment in certain foreign securities is restricted or
controlled to varying degrees. These restrictions or controls may at times limit
or preclude foreign investment in certain foreign securities and increase the
costs and expenses of a Fund. Certain countries in which the Fund may invest
require governmental approval prior to investments by foreign persons, limit the
amount of investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of securities of an
issuer that may have less advantageous rights than the classes available for
purchase by domiciliaries of the countries and/or impose additional taxes on
foreign investors.

            Certain countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if deterioration occurs in a
country's balance of payments, the country could impose temporary restrictions
on foreign capital remittances.

            Investing in emerging market securities imposes risks different
from, or greater than, risks of investing in domestic securities or in foreign,
developed countries. These risks include: smaller market capitalization of
securities markets, which may suffer periods of relative illiquidity;
significant price volatility; restrictions on foreign investment; and possible
repatriation of investment income and capital. In addition, foreign investors
may be required to register the proceeds of sales; and future economic or
political crises could lead to price controls, forced mergers, expropriation or
confiscatory taxation, seizure, nationalization or creation of government
monopolies. The currencies of emerging market countries may experience
significant declines against the U.S. Dollar, and devaluation may occur
subsequent to investments in these currencies by a Fund. Inflation and rapid
fluctuations in inflation rates have had, and may continue to have, negative
effects on the economies and securities markets of certain emerging market
countries.

            Additional risks of emerging market securities may include: greater
social, economic and political uncertainty and instability; more substantial
governmental involvement in the economy; less governmental supervision and
regulation; unavailability of currency hedging techniques; companies that are
newly organized and small; differences in auditing and financial reporting
standards, which may result in unavailability of material information about
issuers; and less developed legal systems. In addition, emerging securities
markets may have different clearance and settlement procedures, which may be
unable to keep pace with the volume of securities transactions or otherwise make
it difficult to engage in such transactions. Settlement problems may cause a
Fund to miss attractive investment opportunities, hold a portion of its assets
in cash pending investment, or be delayed in disposing of a portfolio security.
Such a delay could result in possible liability to a purchaser of the security.

            Income from certain investments held by a Fund could be reduced by
foreign income taxes, including withholding taxes. It is impossible to determine
the effective rate of foreign tax in advance. A Fund's NAV may also be affected
by changes in the rates or methods of taxation applicable to that Fund or to
entities in which that Fund has invested. The Adviser generally will consider
the cost of any taxes in determining whether to acquire any particular
investments, but can provide no assurance that the tax treatment of investments
held by a Fund will not be subject to change. A shareholder otherwise subject to
United States federal income taxes may, subject to certain limitations, be
entitled to claim a credit or deduction for U.S. federal income tax purposes for
his or her proportionate share of such foreign taxes paid by the Fund. See "U.S.
Federal Income Taxes".

            Investors should understand that the expense ratio of a fund
investing in foreign securities may be higher than investment companies
investing only in domestic securities since, among other things, the cost of
maintaining the custody of foreign securities is higher and the purchase and
sale of portfolio securities may be subject to higher transaction charges, such
as stamp duties and turnover taxes.

            For many foreign securities, there are U.S. Dollar-denominated ADRs
that are traded in the United States on exchanges or OTC. ADRs do not lessen the
foreign exchange risk inherent in investing in the securities of foreign
issuers. However, by investing in ADRs rather than directly in stock of foreign
issuers, a Fund can avoid currency risks which might occur during the settlement
period for either purchases or sales.

            Foreign Currency Transactions. A Fund may invest in securities
denominated in foreign currencies and a corresponding portion of the Fund's
revenues will be received in such currencies. In addition, a Fund may conduct
foreign currency transactions for hedging and non-hedging purposes 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 as described above. The dollar equivalent of a Fund's net
assets and distributions will be adversely affected by reductions in the value
of certain foreign currencies relative to the U.S. Dollar. Such changes will
also affect a Fund's income. A Fund will, however, have the ability to attempt
to protect itself against adverse changes in the values of foreign currencies by
engaging in certain of the investment practices listed above. While a Fund has
this ability, there is no certainty as to whether and to what extent the Fund
will engage in these practices.

            Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, a Fund's NAV to fluctuate.
Currency exchange rates generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or anticipated changes in interest rates and other
complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by the intervention of U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad. To the extent
a Fund's total assets, adjusted to reflect the Fund's net position after giving
effect to currency transactions, is denominated or quoted in the currencies of
foreign countries, the Fund will be more susceptible to the risk of adverse
economic and political developments within those countries.

            A Fund will incur costs in connection with conversions between
various currencies. A Fund may hold foreign currency received in connection with
investments when, in the judgment of the Adviser, it would be beneficial to
convert such currency into U.S. Dollars at a later date, based on anticipated
changes in the relevant exchange rate. If the value of the foreign currencies in
which a Fund receives income falls relative to the U.S. Dollar between receipt
of the income and the making of Fund distributions, the Fund may be required to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. Dollars to meet the distribution requirements that the Fund must
satisfy to qualify as a regulated investment company for federal income tax
purposes. Similarly, if the value of a particular foreign currency declines
between the time a Fund incurs expenses in U.S. Dollars and the time cash
expenses are paid, the amount of the currency required to be converted into U.S.
Dollars in order to pay expenses in U.S. Dollars could be greater than the
equivalent amount of such expenses in the currency at the time they were
incurred. In light of these risks, the Fund may engage in certain currency
hedging transactions, which themselves, involve certain special risks.

            Risks of Forward Currency Exchange Contracts, Foreign Currency
Futures Contracts and Options thereon, Options on Foreign Currencies,
Over-the-Counter Options on Securities. Transactions in forward currency
exchange contracts, as well as futures and options on foreign currencies, are
subject to all of the correlation, liquidity and other risks outlined above. In
addition, however, such transactions are subject to the risk of governmental
actions affecting trading in or the prices of currencies underlying such
contracts, which could restrict or eliminate trading and could have a
substantial adverse effect on the value of positions held by a Fund. In
addition, the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

            Further, unlike trading in most other types of instruments, there is
no systematic reporting of last sale information with respect to the foreign
currencies underlying contracts thereon. As a result, the available information
on which trading decisions will be based may not be as complete as the
comparable data on which a Fund makes investment and trading decisions in
connection with other transactions. Moreover, because the foreign currency
market is a global, twenty-four hour market, events could occur in that market
but will not be reflected in the forward, futures or options markets until the
following day, thereby preventing a Fund from responding to such events in a
timely manner.

            Settlements of exercises of OTC forward currency exchange contracts
or foreign currency options generally must occur within the country issuing the
underlying currency, which in turn requires traders to accept or make delivery
of such currencies in conformity with any U.S. or foreign restrictions and
regulations regarding the maintenance of foreign banking relationships and fees,
taxes or other charges.

            Unlike transactions entered into by a Fund in futures contracts and
exchange-traded options, options on foreign currencies, forward currency
exchange contracts, and OTC options on securities and securities indices may not
be traded on contract markets regulated by the CFTC or (with the exception of
certain foreign currency options) the SEC. Such instruments may instead be
traded through financial institutions acting as market-makers, although foreign
currency options are also traded on certain national securities exchanges, such
as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, that
are subject to SEC regulation. In an OTC trading environment, many of the
protections afforded to exchange participants will not be available. For
example, there are no daily price fluctuation limits, and adverse market
movements could therefore continue to an unlimited extent over a period of time.
Although the purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer could lose amounts substantially in excess of the
initial investment due to the margin and collateral requirements associated with
such positions.

            In addition, OTC transactions can be entered into only with a
financial institution willing to take the opposite side, as principal, of a
Fund's position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Fund. Where
no such counterparty is available, it will not be possible to enter into a
desired transaction. There also may be no liquid secondary market in the trading
of OTC contracts, and a Fund could be required to retain options purchased or
written, or forward currency exchange contracts, until exercise, expiration or
maturity. This in turn could limit the Fund's ability to profit from open
positions or to reduce losses experienced, and could result in greater losses.

            Further, OTC transactions are not subject to the guarantee of an
exchange clearinghouse, and a Fund will therefore be subject to the risk of
default by, or the bankruptcy of, the financial institution serving as its
counterparty. A Fund will enter into an OTC transaction only with parties whose
creditworthiness has been reviewed and found to be satisfactory by the Adviser.

            Transactions in OTC options on foreign currencies are subject to a
number of conditions regarding the commercial purpose of the purchaser of such
option. A Fund is not able to determine at this time whether or to what extent
additional restrictions on the trading of OTC options on foreign currencies may
be imposed at some point in the future, or the effect that any such restrictions
may have on the hedging strategies to be implemented by the Fund.

            Options on foreign currencies traded on national securities
exchanges are within the jurisdiction of the SEC, as are other securities traded
on such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default. Further,
a liquid secondary market in options traded on a national securities exchange
may be more readily available than in the OTC market, potentially permitting the
Fund to liquidate open positions at a profit prior to exercise or expiration, or
to limit losses in the event of adverse market movements.

            The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market movements,
the margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the OTC market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in applicable foreign countries
for this purpose. As a result, if the OCC determines that foreign governmental
restrictions or taxes would prevent the orderly settlement of foreign currency
option exercises, or would result in undue burdens on the OCC or its clearing
member, the OCC may impose special procedures on exercise and settlement, such
as technical changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.

--------------------------------------------------------------------------------

                            INVESTMENT RESTRICTIONS

--------------------------------------------------------------------------------

Fundamental Investment Policies
-------------------------------

            The following fundamental investment policies may not be changed
without approval by the vote of a majority of a Fund's outstanding voting
securities, which means the affirmative vote of the holders of (i) 67% or more
of the shares of the Fund represented at a meeting at which more than 50% of the
outstanding shares are present in person or by proxy or (ii) more than 50% of
the outstanding shares of the Fund, whichever is less.

            As a matter of fundamental policy, a Fund:

                   (a) may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and regulations
thereunder (as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities;

                   (b) may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities. For
purposes of this restriction, margin and collateral arrangements, including, for
example, with respect to permitted borrowings, options, futures contracts,
options on futures contracts and other derivatives such as swaps are not deemed
to involve the issuance of a senior security;

                   (c) may not make loans except through (i) the purchase of
debt obligations in accordance with its investment objective and policies; (ii)
the lending of portfolio securities; (iii) the use of repurchase agreements; or
(iv) the making of loans to affiliated funds as permitted under the 1940 Act,
the rules and regulations thereunder (as such statutes, rules or regulations may
be amended from time to time), or by guidance regarding, and interpretations of,
or exemptive orders under, the 1940 Act;

                   (d) may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of securities or
other instruments. This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business;

                   (e) may purchase or sell commodities to the extent permitted
by applicable law with the exception that Sustainable Global Thematic and
International Growth may not purchase or sell commodities regulated by the CFTC
under the Commodity Exchange Act or commodities contracts except for futures
contracts and options on futures contracts; or

                   (f) may not act as an underwriter of securities, except that
the Fund may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for purposes
of the Securities Act.

            As a fundamental policy, each Fund, except Concentrated Growth,
Global Core Equity and International Strategic Core, is diversified (as that
term is defined in the 1940 Act). This means that at least 75% of the Fund's
assets consist of:

o     Cash or cash items;

o     Government securities;

o     Securities of other investment companies; and

o     Securities of any one issuer that represent not more than 10% of the
      outstanding voting securities of the issuer of the securities and not more
      than 5% of the total assets of the Fund.

             Concentrated Growth, Global Core Equity and International Strategic
Core are "non-diversified" investment companies as defined in the 1940 Act,
which means each Fund is not limited in the proportion of its assets that may be
invested in the securities of a single issuer. This policy may be changed
without a shareholder vote.

Non-Fundamental Investment Policies
-----------------------------------

            The following are descriptions of operating policies that the Funds,
except Concentrated Growth, have adopted but that are not fundamental and are
subject to change without shareholder approval.

            A Fund may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act or by
guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the
Fund may obtain such short-term credits as are necessary for the clearance of
portfolio transactions, and the Fund may make margin payments in connection with
futures contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments.

            The following is a description of certain operating policies
Concentrated Growth has adopted but that are not fundamental and are subject to
change without shareholder approval:

            (a) The Fund may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act or by
guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the
Fund may obtain such short-term credits as are necessary for the clearance of
portfolio transactions, and the Fund may make margin payments in connection with
futures contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments.

            (b) The Fund will not make short sales of securities or invest in
put or call options.

            (c) The Fund will not invest more than 5% of the value of its total
assets in securities that cannot be readily resold to the public because of
legal or contractual restrictions or because there are no market quotations
readily available or in other "illiquid" securities (including non-negotiable
deposits with banks or repurchase agreements of a duration of more than seven
days). For purposes of this policy, illiquid securities do not include
securities eligible for resale pursuant to Rule 144A under the Securities Act
that have been determined to be liquid by the Fund's Board of Directors based
upon the trading markets for such securities.

--------------------------------------------------------------------------------

                            MANAGEMENT OF THE FUNDS

--------------------------------------------------------------------------------

Adviser
-------

            The Adviser, a Delaware limited partnership with principal offices
at 1345 Avenue of the Americas, New York, New York 10105, has been retained
under an investment advisory agreement (the "Advisory Agreement") to provide
investment advice and, in general, to conduct the management and investment
program of each of the Funds under the supervision of each Fund's Board (see
"Management of the Funds" in the Prospectus). The Adviser is an investment
adviser registered under the Investment Advisers Act of 1940, as amended.

            The Adviser is a leading global investment management firm
supervising client accounts with assets as of September 30, 2016, totaling
approximately $490 billion. The Adviser provides management services for many of
the largest U.S. public and private employee benefit plans, endowments,
foundations, public employee retirement funds, banks, insurance companies and
high net worth individuals worldwide.

            As of September 30, 2016, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as
follows:

            AXA and its subsidiaries                              63.6%
            AllianceBernstein Holding L.P.                        35.1
            Unaffiliated holders                                   1.3
                                                        ---------------------
                                                                100.0%
                                                        =====================

            AXA, is a societe anonyme organized under the laws of France and the
holding company for an international group of insurance and related financial
services companies, through certain of its subsidiaries ("AXA and its
subsidiaries"). AllianceBernstein Holding L.P. ("Holding") is a Delaware limited
partnership, the units of which, ("Holding Units") are traded publicly on the
Exchange under the ticker symbol "AB". As of September 30, 2016, AXA owned
approximately 1.5% of the issued and outstanding assignments of beneficial
ownership of Holding Units.

            AllianceBernstein Corporation (an indirect wholly-owned subsidiary
of AXA) is the general partner of both Holding and the Adviser.
AllianceBernstein Corporation owns 100,000 general partnership units in Holding
and a 1% general partnership interest in the Adviser. Including both the general
partnership and limited partnership interests in Holding and the Adviser, AXA
and its subsidiaries had an approximate 64.2% economic interest in the Adviser
as of September 30, 2016.

Advisory Agreements and Expenses
--------------------------------

            Under the Growth Fund's Advisory Agreement, the Adviser serves as
investment manager and adviser of the Fund, continuously furnishes an investment
program for the Fund and manages, supervises and conducts the affairs of the
Fund, subject to the supervision of the Fund's Board.

            Under the Advisory Agreements for Large Cap Growth, Concentrated
Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic,
International Growth, Select US Equity, Select US Long/Short, Global Core
Equity, and International Strategic Core, the Adviser furnishes advice and
recommendations with respect to the Funds' portfolio of securities and
investments and provides persons satisfactory to the Board to act as officers of
the Funds. Such officers and employees may be employees of the Adviser or its
affiliates.

            The Adviser is, under the Advisory Agreements, responsible for
certain expenses incurred by a Fund, including, for example, office facilities,
and any expenses incurred in promoting the sale of Fund shares (other than the
portion of the promotional expenses borne by the Fund in accordance with an
effective plan pursuant to Rule 12b-1 under the 1940 Act, and the costs of
printing Fund prospectuses and other reports to shareholders and fees related to
registration with the SEC and with state regulatory authorities).

            The Funds, other than the Growth Fund, as noted below, have under
their Advisory Agreements assumed the obligation for payment of all of their
other expenses. As to the obtaining of services other than those specifically
provided to the Funds by the Adviser, each Fund may employ its own personnel.
The Advisory Agreements provide for reimbursement to the Adviser of the costs of
certain non-advisory services provided to a Fund. Costs currently reimbursed
include the costs of the Adviser's personnel performing certain administrative
services for the Funds, including clerical, accounting, legal and other services
("administrative services"), and associated overhead costs, such as office
space, supplies and information technology. The administrative services are
provided to the Funds on a fully-costed basis (i.e., includes each person's
total compensation and a factor reflecting the Adviser's total cost relating to
that person, including all related overhead expenses). The reimbursement of
these costs to the Adviser will be specifically approved by the Boards. During
the fiscal year ended July 31, 2016 for Large Cap Growth, Discovery Growth,
Small Cap Growth and Sustainable Global Thematic and during the fiscal year
ended June 30, 2016 for Concentrated Growth, International Growth, Select US
Equity, Select US Long/Short and Global Core Equity the amounts paid to the
Adviser amounted to a total of $52,261, $54,249, $58,562, $62,067, $59,331,
$55,622, $51,365, $47,677 and $61,426, respectively, for these services. The
Adviser agreed to voluntarily waive such fees in the amounts of $56,507 for
International Strategic Core, for the fiscal year ended June 30, 2016.

            Growth Fund is a series of The AB Portfolios (the "Trust"), a
Massachusetts business trust. For the Growth Fund, the Adviser will furnish or
pay the expenses of the Trust for office space, equipment, bookkeeping and
clerical services, and fees and expenses of officers and trustees of the Trust
who are affiliated with the Adviser.

            Except as noted below, the Advisory Agreements continue in effect
from year-to-year provided that their continuance is specifically approved at
least annually by a vote of the majority of the outstanding voting securities of
each Fund or by the Directors/Trustees ("Directors") including, in either case,
by a vote of a majority of the Directors who are not parties to the Advisory
Agreements or interested persons of any such party. Information about the most
recent continuance of the Advisory Agreement for each Fund is set forth below.

            Any material amendment to the Advisory Agreement must be approved by
the vote of a majority of the outstanding securities of the relevant Fund and by
the vote of a majority of the Directors who are not interested persons of the
Fund or the Adviser. The Advisory Agreements are terminable without penalty on
60 days' written notice by a vote of a majority of the Funds' outstanding voting
securities, by a vote of a majority of the Directors or by the Adviser, and will
automatically terminate in the event of their assignment. The Advisory
Agreements provide that, in the absence of willful misfeasance, bad faith or
gross negligence on the part of the Adviser, or of reckless disregard of its
obligations thereunder, the Adviser shall not be liable for any action or
failure to act in accordance with its duties thereunder.

            Certain other clients of the Adviser may have investment objectives
and policies similar to those of a Fund. The Adviser may, from time to time,
make recommendations which result in the purchase or sale of the particular
security by its other clients simultaneously with a purchase or sale thereof by
one or more Funds. If transactions on behalf of more than one client during the
same period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price. It is the policy
of the Adviser to allocate advisory recommendations and the placing of orders in
a manner that is deemed equitable by the Adviser to the accounts involved,
including the Fund. When two or more of the Adviser's clients (including a Fund)
are purchasing or selling the same security on a given day through the same
broker or dealer, such transactions may be averaged as to price.

GROWTH FUND

            For services rendered by the Adviser pursuant to the Advisory
Agreement, the Fund paid the Adviser a fee, effective September 7, 2004, of
0.75% of the first $2.5 billion of the Fund's average daily net assets, 0.65% of
the excess over $2.5 billion up to $5 billion of such assets, and 0.60% of the
excess over $5 billion as a percentage of the Fund's average daily net assets.
For the fiscal years ended July 31, 2016, July 31, 2015 and July 31, 2014 the
Adviser received under the Advisory Agreement the amount of $5,151,480,
$5,356,283 and $4,914,955, respectively, in management fees from the Fund. In
connection with the investment by the Fund in the AB Government Money Market
Portfolio, the Adviser waived its investment management fee from the Fund in the
amount of $10,924 for the fiscal year ended July 31, 2016.

            Most recently, continuance of the Fund's Advisory Agreement for an
additional annual term was approved by a vote, cast in person, of the Board, at
its meetings held on May 3-5, 2016.

LARGE CAP GROWTH

            Effective February 3, 2017, under the terms of the Advisory
Agreement, the Fund has contractually agreed to pay a monthly fee to the Adviser
at an annual rate of 0.60% of the first $2.5 billion, 0.50% of the excess over
$2.5 billion up to $5 billion and 0.45% of the excess over $5 billion as a
percentage of the Fund's average daily net assets. Prior to February 3, 2017,
under the terms of the Advisory Agreement, the Fund paid the Adviser at the
annual rate of 0.75% of the first $2.5 billion, 0.65% of the excess over $2.5
billion up to $5 billion and 0.60% of the excess over $5 billion as a percentage
of the Fund's average daily net assets. The Adviser has contractually agreed to
waive its fee and bear certain expenses so that total expenses do not exceed on
an annual basis 1.25% of average daily net assets for Class A shares. This fee
waiver and/or expense reimbursement agreement automatically extends each year
unless the Adviser provides notice to the Fund at least 60 days prior to the end
of the Period. For the fiscal years of the Fund ended July 31, 2016, July 31,
2015 and July 31, 2014, the Adviser received from the Fund advisory fees of
$21,258,038, $16,839,635 and $14,345,535 (net of $506,279, which was waived by
the Adviser pursuant to the expense limitation agreement), respectively. In
connection with the investment by the Fund in the AB Government Money Market
Portfolio, the Adviser waived its investment management fee from the Fund in the
amount of $73,668 for the fiscal year ended July 31, 2016.

            Most recently, continuance of the Fund's Advisory Agreement was
approved for an additional annual term by the Board at its meetings held on May
3-5, 2016.

CONCENTRATED GROWTH

            Effective as of November 1, 2016, the Fund has contractually agreed
to pay a monthly fee to the Adviser at an annualized rate of 0.80% of the Fund's
average daily net assets. Prior to November 1, 2016, the Fund paid a monthly fee
to the Adviser at an annualized rate of 1.00% of the Fund's average daily net
assets, and the Adviser had contractually agreed to waive 0.20% of the
management fee until October 31, 2016. The Adviser has contractually agreed to
waive its management fees and/or to bear expenses of the Fund through November
1, 2017 to the extent necessary to prevent total Fund operating expenses
(excluding expenses associated with acquired fund fees and expenses other than
the advisory fees of any AB Mutual Funds in which the Fund may invest, interest
expense, taxes, extraordinary expenses, and brokerage commissions and other
transaction costs), on an annualized basis, from exceeding 1.24%, 1.99%, 1.49%,
1.24%, 0.99%, 0.99% and 0.99% of average daily net assets, respectively, for
Class A, Class C, Class R, Class K, Class I, Class Z and Advisor Class shares.
The expense limitation agreement may be terminated after November 1, 2017 upon
60 days' prior notice by the Adviser. For the fiscal years of the Fund ended
June 30, 2016, June 30, 2015 and June 30, 2014, the Adviser received from the
Fund advisory fees of $2,552,666 (net of $47,602, which was waived by the
Adviser pursuant to the expense limitation agreement), $998,680 (net of
$177,326, which was waived by the Adviser pursuant to the expense limitation
agreement) and $13,918 (net of $157,022, which was waived by the Adviser
pursuant to the expense limitation agreement), respectively. In connection with
the investment by the Fund in the AB Government Money Market Portfolio, the
Adviser waived its investment management fee from the Fund in the amount of $308
for the fiscal year ended June 30, 2016.

            Most recently, continuance of the Fund's Advisory Agreement was
approved for an additional annual term by the Board at its meetings held on May
3-5, 2016.

DISCOVERY GROWTH

            For its services under the Advisory Agreement, the Adviser receives
a monthly fee at an annualized rate of 0.75% of the first $500 million of the
Fund's average daily net assets, 0.65% of the excess over $500 million of such
net assets up to $1 billion and 0.55% of the excess over $1 billion of such net
assets. During the fiscal years of the Fund ended July 31, 2016, July 31, 2015
and July 31, 2014, the Fund paid the Adviser total management fees of
$12,762,785, $13,057,431 and $10,850,874, respectively. In connection with the
investment by the Fund in the AB Government Money Market Portfolio, the Adviser
waived its investment management fee from the Fund in the amount of $33,068 for
the fiscal year ended July 31, 2016.

            Most recently, continuance of the Fund's Advisory Agreement was
approved for an additional annual term by a vote, cast in person, of the
Directors, at meetings called for that purpose and held on May 3-5, 2016.

SMALL CAP GROWTH

            For its services under the terms of the Advisory Agreement, the
Adviser receives a fee at an annualized rate of 0.75% of the first $2.5 billion
of the Fund's average daily net assets, 0.65% of the excess over $2.5 billion of
such assets up to $5 billion and 0.60% of the excess over $5 billion of such
assets. The advisory fees for the fiscal years ended July 31, 2016, July 31,
2015 and July 31, 2014 amounted to $8,949,782, $11,380,694 and $11,838,038,
respectively. In connection with the investment by the Fund in the AB Government
Money Market Portfolio, the Adviser waived its investment management fee from
the Fund in the amount of $30,348 for the fiscal year ended July 31, 2016.

            Most recently, continuance of the Advisory Agreement was approved
for an additional annual term by a vote, cast in person, of the Directors at
meetings held on May 3-5, 2016.

SELECT US EQUITY

            Effective as of December 8, 2011, the Fund has contractually agreed
to pay a monthly fee to the Adviser at an annualized rate of 1.00% of the
average daily net assets of the Fund. The Adviser has contractually agreed to
waive its management fees and/or to bear expenses of the Fund through November
1, 2017 to the extent necessary to prevent total Fund operating expenses
(excluding expenses associated with acquired fund fees and expenses other than
the advisory fees of any AB Mutual Funds in which the Fund may invest, interest
expense, taxes, extraordinary expenses, and brokerage commissions and other
transaction costs), on an annualized basis, from exceeding 1.55%, 2.30%, 1.30%,
1.80%, 1.55%, and 1.30% of average daily net assets, respectively, for Class A,
Class C, Advisor Class, Class R, Class K and Class I shares. The expense
limitation agreement may be terminated after November 1, 2017 upon 60 days'
prior notice by the Adviser. For the fiscal years of the Fund ended June 30,
2016, June 30, 2015 and June 30, 2014, the Adviser received from the Fund
management fees of $3,219,279 (net of $1,642, which was waived by the Adviser
pursuant to the expense limitation agreement), $3,293,693 (net of $1,179,
which was waived by the Adviser pursuant to the expense limitation agreement)
and $3,441,847 (net of $1,493, which was waived by the Adviser pursuant to the
expense limitation agreement), respectively. In connection with the investment
by the Fund in the AB Government Money Market Portfolio, the Adviser waived its
investment management fee from the Fund in the amount of $1,203 for the fiscal
year ended June 30, 2016.

            Most recently, continuance of the Fund's Advisory Agreement for an
additional annual term was approved by a vote, cast in person, of the Board, at
its meetings held on May 3-5, 2016.

SELECT US LONG/SHORT

            Effective February 3, 2017, the Fund has contractually agreed to pay
a monthly fee to the Adviser at an annualized rate of 1.50% of the first $2.5
billion of the Fund's average daily net assets and 1.475% of the excess over
$2.5 billion. Effective February 3, 2017, the Adviser has contractually agreed
to waive its management fees and/or to bear expenses of the Fund to the extent
necessary to prevent total Fund operating expenses (excluding expenses
associated with securities sold short, acquired fund fees and expenses other
than the advisory fees of any AB Mutual Funds in which the Fund may invest,
interest expense, taxes, extraordinary expenses, and brokerage commissions and
other transaction costs), on an annualized basis, from exceeding 1.90%, 2.65%,
1.65%, 2.15%, 1.90% and 1.65% of average daily net assets, respectively, for
Class A, Class C, Advisor Class, Class R, Class K and Class I shares. The
expense limitation agreement may be terminated after November 1, 2017 upon 60
days' prior notice by the Adviser. No reimbursement payment will be made that
would cause the Fund's total annualized operating expenses to exceed the total
expense amount set forth above for each class. Prior to February 3, 2017, the
Fund had contractually agreed to pay a monthly fee to the Adviser at an
annualized rate of 1.70% of the first $2.5 billion of the Fund's average daily
net assets and 1.60% of the excess over $2.5 billion. Prior to July 1, 2015 the
Fund paid the Adviser an advisory fee at an annual rate of 1.70% of the Fund's
average daily net assets. Prior to February 3, 2017, the Adviser had
contractually agreed to waive its management fees and/or to bear expenses of the
Fund to the extent necessary to prevent total Fund operating expenses (excluding
expenses associated with securities sold short, acquired fund fees and expenses
other than the advisory fees of any AB Mutual Funds in which the Fund may
invest, interest expense, taxes, extraordinary expenses, and brokerage
commissions and other transaction costs), on an annualized basis, from exceeding
2.20%, 2.95%, 1.95%, 2.45%, 2.20% and 1.95% of average daily net assets,
respectively, for Class A, Class C, Advisor Class, Class R, Class K and Class I
shares. For the fiscal years of the Fund ended June 30, 2016, June 30, 2015 and
June 30, 2014, the Adviser received management fees of $24,932,628 (net of $0,
which was waived by the Adviser pursuant to the expense limitation agreement),
$30,585,442(net of $0, which was waived by the Adviser pursuant to the expense
limitation agreement), and $12,518,653(net of $4,239, which was waived by the
Adviser pursuant to the expense limitation agreement), respectively. In
connection with the investment by the Fund in the AB Government Money Market
Portfolio, the Adviser waived its investment management fee from the Fund in the
amount of $64,774 for the fiscal year ended June 30, 2016.

            Most recently, continuance of the Fund's Advisory Agreement for an
additional annual term was approved by a vote, cast in person, of the Board, at
its meetings held on May 3-5, 2016.

SUSTAINABLE GLOBAL THEMATIC FUND

            Effective as of September 7, 2004, the Fund has contractually agreed
to pay a quarterly fee to the Adviser equal to the following percentages of the
value of the Fund's aggregate net assets at the close of business on the last
business day of the previous quarter: 1/4 of 0.75% of the first $2.5 billion;
1/4 of 0.65% of the excess over $2.5 billion up to $5 billion; and 1/4 of 0.60%
of the excess over $5 billion. For the fiscal years of the Fund ended July 31,
2016, July 31, 2015 and July 31, 2014, the Adviser received from the Fund
advisory fees of $4,764,531, $5,319,828 and $5,557,538, respectively. In
connection with the investment by the Fund in the AB Government Money Market
Portfolio, the Adviser waived its investment management fee from the Fund in the
amount of $10,054 for the fiscal year ended July 31, 2016.

            Most recently, continuance of the Advisory Agreement was approved
for another annual term by a vote, cast in person, of the Board of Directors at
their meetings held on May 3-5, 2016.

INTERNATIONAL GROWTH

            Effective as of September 7, 2004, the Fund has contractually agreed
to pay the Adviser a fee of 0.75% of the first $2.5 billion, 0.65% of the excess
over $2.5 billion up to $5 billion and 0.60% of the excess over $5 billion as a
percentage of the Fund's average daily net assets. The Adviser has contractually
agreed to waive its fee and bear certain expenses so that total expenses do not
exceed on an annual basis 1.60%, 2.35%, 2.35%, 1.85%, 1.60%, 1.35% and 1.35% of
aggregate average daily net assets, respectively, for Class A, Class B, Class C,
Class R, Class K, Class I and Advisor Class shares. This fee waiver and/or
expense reimbursement agreement automatically extends each year unless the
Adviser provides notice to the Fund at least 60 days prior to the end of the
Period. For the fiscal years ended June 30, 2016, June 30, 2015 and June 30,
2014, the Adviser received from the Fund advisory fees of $2,724,308, $3,500,589
and $4,527,003, respectively. In connection with the investment by the Fund in
the AB Government Money Market Portfolio, the Adviser waived its investment
management fee from the Fund in the amount of $1,815 for the fiscal year ended
June 30, 2016.

            Most recently, continuance of the Advisory Agreement was approved
for an additional annual term by a vote, cast in person, of the Board of
Directors at their meetings held on May 3-5, 2016.

GLOBAL CORE EQUITY

            Effective as of November 12, 2014, the Fund has contractually agreed
to pay a monthly fee to the Adviser at an annualized rate of 0.75% of the first
$2.5 billion, 0.65% of the excess over $2.5 billion up to $5 billion and 0.60%
of the excess over $5 billion as a percentage of the Fund's average daily net
assets. The Adviser has contractually agreed to waive its management fees and/or
to bear expenses of the Fund through November 1, 2017 to the extent necessary to
prevent total Fund operating expenses (excluding expenses associated with
acquired fund fees and expenses other than the advisory fees of any AB Mutual
Funds in which the Fund may invest, interest expense, taxes, extraordinary
expenses, and brokerage commissions and other transaction costs), on an
annualized basis, from exceeding 1.15%, 1.90%, 0.90%, 1.40%, 1.15%, 0.90% and
0.90% of average daily net assets, respectively, for Class A, Class C, Advisor
Class, Class R, Class K, Class I and Class Z shares. Any fees waived and
expenses borne by the Adviser may be reimbursed by the Fund until the end of the
third fiscal year after the fiscal period in which the fee was waived or the
expense was borne, provided that no reimbursement payment will be made that
would cause the Fund's total annual fund operating expenses to exceed the
amounts listed above. For the fiscal year and period of the Fund ended June 30,
2016 and June 30, 2015, the Adviser received from the Fund advisory fees of
$761,222 and $0 (net of $231,010 and $269,481, respectively, which was waived by
the Adviser pursuant to the expense limitation agreement). In connection with
the investment by the Fund in the AB Government Money Market Portfolio, the
Adviser waived its investment management fee from the Fund in the amount of $144
for the fiscal year ended June 30, 2016.

            Most recently, continuance of the Advisory Agreement was approved
for an additional annual term by a vote, cast in person, of the Board of
Directors at their meetings held on May 3-5, 2016.

INTERNATIONAL STRATEGIC CORE

            Effective as of July 29, 2015, the Fund has contractually agreed to
pay a monthly fee to the Adviser at an annualized rate of 0.75% of the first
$2.5 billion of the Fund's average daily net assets, 0.65% of the excess of $2.5
billion up to $5 billion, and 0.60% of the excess over $5 billion. The Adviser
has contractually agreed to waive its fee and bear certain expenses so that
total Fund operating expenses (excluding acquired fund fees and expenses other
than the advisory fees of any AB Mutual Funds in which the Fund may invest,
interest expense, expenses on securities sold short, brokerage commissions and
other transaction costs, taxes and extraordinary expenses) do not exceed on an
annual basis 1.20%, 1.95% and 0.95% of average daily net assets, respectively,
for Class A, Class C and Advisor Class shares. This fee waiver and/or expense
reimbursement agreement may not be terminated before November 1, 2017. Fees
waived and expenses borne by the Adviser are subject to reimbursement until the
end of the third fiscal year after the fiscal period in which the fee was waived
or the expense was borne. No reimbursement payment will be made that would cause
a Fund's total annualized operating expenses to exceed the amounts listed above.
For the fiscal period of the Fund ended June 30, 2016, the Adviser received from
the Fund advisory fees of $0 (net of $309,933, which was waived by the Adviser
pursuant to the expense limitation agreement). In connection with the investment
by the Fund in the AB Government Money Market Portfolio, the Adviser waived its
investment management fee from the Fund in the amount of $13 for the fiscal year
ended June 30, 2016.

            The Advisory Agreement became effective on July 29, 2015. The
Advisory Agreement provides that it will continue in effect for two years from
its effective date and thereafter from year to year provided that its
continuance is specifically approved at least annually by majority vote of the
holders of the outstanding voting securities of the Fund or by the Directors,
and, in either case, by a majority of the Directors who are not parties to the
Advisory Agreement or "interested persons" of any such party at a meeting in
person called for the purpose of voting on such matter.

ALL FUNDS

            The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is the investment adviser
to AB Bond Fund, Inc., AB Cap Fund, Inc., AB Corporate Shares, AB Core
Opportunities Fund, Inc., AB Discovery Growth Fund, Inc., AB Equity Income Fund,
Inc., AB Fixed-Income Shares, Inc., AB Global Bond Fund, Inc., AB Global Real
Estate Investment Fund, Inc., AB Global Risk Allocation Fund, Inc., AB
Government Exchange Reserves, AB Growth and Income Fund, Inc., AB High Income
Fund, Inc., AB Institutional Funds, Inc., AB International Growth Fund, Inc., AB
Large Cap Growth Fund, Inc., AB Municipal Income Fund, Inc., AB Municipal Income
Fund II, AB Sustainable Global Thematic Fund, Inc., AB Trust, AB Unconstrained
Bond Fund, Inc., AB Variable Products Series Fund, Inc., Bernstein Fund, Inc.
Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The AB
Pooling Portfolios and The AB Portfolios, all registered open-end investment
companies; and to AllianceBernstein Global High Income Fund, Inc., AB
Multi-Manager Alternative Fund, AllianceBernstein National Municipal Income
Fund, Inc. and Alliance California Municipal Income Fund, Inc., all registered
closed-end investment companies. The registered investment companies for which
the Adviser serves as investment adviser are referred to collectively below as
the "AB Fund Complex", while all of these investment companies, except the
Bernstein Fund, Inc., Sanford C. Bernstein Fund, Inc., and the AB Multi-Manager
Alternative Fund, are referred to collectively below as the "AB Funds".

Board of Directors Information
------------------------------

            The Boards are comprised of the same Directors/Trustees
("Directors") for all Funds. Certain information concerning the Directors is set
forth below.





                                                                                      PORTFOLIOS
                                                                                      IN AB FUND        OTHER
                                                                                      COMPLEX           PUBLIC COMPANY
                                               PRINCIPAL OCCUPATION(S)                OVERSEEN          DIRECTORSHIPS
NAME, ADDRESS,* AGE                            DURING PAST FIVE                       BY TRUSTEE        CURRENTLY HELD BY
AND (YEAR ELECTED**)                           YEARS AND OTHER INFORMATION            OR DIRECTOR       TRUSTEE OR DIRECTOR
--------------------                           -----------------------------          ------------      ------------------------
                                                                                               
INDEPENDENT DIRECTORS

Marshall C. Turner, Jr.,+                      Private investor since prior           108               Xilinx, Inc. (programmable
Chairman of the Board                          to 2011. Former Chairman and                             logic semi-conductors) since
75                                             CEO of Dupont Photomasks, Inc.                           2007
(1992 - Sustainable Global Thematic)           (components of semi-conductor
(2005 - Growth Fund, Large Cap Growth,         manufacturing). He has
Discovery Growth, Small Cap Growth,            extensive operating leadership
International Growth)                          and venture capital investing
(2011 - Select US Equity, Select US            experience, including five
Long/Short)                                    interim or full-time CEO
(2014 - Concentrated Growth,                   roles, and prior service as
Global Core Equity)                            general partner of
(2015 - International Strategic Core)          institutional venture capital
                                               partnerships. He also has
                                               extensive non-profit board
                                               leadership experience, and
                                               currently serves on the boards
                                               of two education and
                                               science-related non-profit
                                               organizations. He has served
                                               as a director of one AB Fund
                                               since 1992, and director or
                                               trustee of multiple AB Funds
                                               since 2005. He has been
                                               Chairman of the AB Funds since
                                               January 2014, and the Chairman
                                               of the Independent Directors
                                               Committees of such AB Funds
                                               since February 2014.

John H. Dobkin,+                               Independent Consultant since           108                 None
74                                             prior to 2011. Formerly,
(1992 - Large Cap Growth, Discovery            President of Save Venice, Inc.
Growth)                                        (preservation organization)
(1994 - Small Cap Growth, International        from 2001-2002, Senior Advisor
Growth)                                        from June 1999-June 2000 and
(1999 - Growth Fund)                           President of Historic Hudson
(2005 - Sustainable Global Thematic)           Valley (historic preservation)
(2011 - Select US Equity, Select US            from December 1989-May 1999.
Long/Short)                                    Previously, Director of the
(2014 - Concentrated Growth,                   National Academy of Design. He
Global Core Equity)                            has served as a director or
(2015 - International Strategic Core)          trustee of various AB Funds
                                               since 1992 and as Chairman of
                                               the Audit Committees of a
                                               number of such AB Funds from
                                               2001-2008.

Michael J. Downey,+                            Private investor since prior           108               Asia Pacific Fund, Inc.
72                                             to 2011. Formerly, managing                              (registered investment
(2005 - Growth Fund, Large Cap Growth,         partner of Lexington Capital,                            company) since prior to 2011
Discovery Growth, Small Cap Growth,            LLC (investment advisory firm)
Sustainable Global Thematic,                   from December 1997 until
International Growth)                          December 2003. He served as a
(2011 - Select US Equity, Select US            Director of Prospect
Long/Short)                                    Acquisition Corp. (financial
(2014 - Concentrated Growth,                   services) from 2007 until
Global Core Equity)                            2009. From 1987 until 1993,
(2015 - International Strategic Core)          Chairman and CEO of Prudential
                                               Mutual Fund Management,
                                               director of the Prudential
                                               mutual funds, and member of
                                               the Executive Committee of
                                               Prudential Securities Inc. He
                                               has served as a director or
                                               trustee of the AB Funds since
                                               2005 and is a director and
                                               chairman of one other
                                               registered investment company.

William H. Foulk, Jr.,+                        Investment Adviser and an              108               None
84                                             Independent Consultant since
(1992 - Large Cap Growth, Discovery            prior to 2011. Previously, he
Growth, Small Cap Growth, Sustainable          was Senior Manager of Barrett
Global Thematic)                               Associates, Inc., a registered
(1994 - International Growth)                  investment adviser. He was
(1998 - Growth Fund)                           formerly Deputy Comptroller
(2011 - Select US Equity, Select US            and Chief Investment Officer
Long/Short)                                    of the State of New York and,
(2014 - Concentrated Growth,                   prior thereto, Chief
Global Core Equity)                            Investment Officer of the New
(2015 - International Strategic Core)          York Bank for Savings. He has
                                               served as a director or
                                               trustee of various AB Funds
                                               since 1983, and was Chairman
                                               of the Independent Directors
                                               Committees of the AB Funds
                                               from 2003 to early February
                                               2014. He served as Chairman
                                               of such AB Funds from 2003
                                               through December 2013. He is
                                               also active in a number of
                                               mutual fund related
                                               organizations and committees.

D. James Guzy,+                                Chairman of the Board of SRC           108               None
80                                             Computers, Inc.
(1982 - Sustainable Global Thematic)           (semi-conductors), with which
(2005 - Growth Fund, Large Cap                 he has been associated since
Growth, Discovery Growth,                      prior to 2011. He served as
Small Cap Growth,                              Chairman of the Board of PLX
International Growth)                          Technology (semi-conductors),
(2011 - Select US Equity, Select US            since prior to 2011 until
Long/Short)                                    November 2013. He was a
(2014 - Concentrated Growth,                   director of Intel Corporation
Global Core Equity)                            (semi-conductors) from 1969
(2015 - International Strategic Core)          until 2008, and served as
                                               Chairman of the Finance
                                               Committee of such company for
                                               several years until May 2008.
                                               He has served as a director or
                                               trustee of one or more of the
                                               AB Funds since 1982.

Nancy P. Jacklin,+                             Private investor since prior           108               None
68                                             to 2011. Professorial
(2006 - Growth Fund, Large Cap Growth,         Lecturer at the Johns Hopkins
Discovery Growth,  Small Cap Growth,           School of Advanced
Sustainable Global Thematic,                   International Studies
International Growth)                          (2008-2015). U.S. Executive
(2011 - Select US Equity, Select US            Director of the International
Long/Short)                                    Monetary Fund (which is
(2014 - Concentrated Growth,                   responsible for ensuring the
Global Core Equity)                            stability of the international
(2015 - International Strategic Core)          monetary system) (December
                                               2002-May 2006); Partner,
                                               Clifford Chance (1992-2002);
                                               Sector Counsel, International
                                               Banking and Finance, and
                                               Associate General Counsel,
                                               Citicorp (1985-1992);
                                               Assistant General Counsel
                                               (International), Federal
                                               Reserve Board of Governors
                                               (1982-1985); and Attorney
                                               Advisor, U.S. Department of
                                               the Treasury (1973-1982).
                                               Member of the Bar of the
                                               District of Columbia and of
                                               New York; and member of the
                                               Council on Foreign Relations.
                                               She has served as a director
                                               or trustee of the AB Funds
                                               since 2006 and has been
                                               Chairman of the Governance and
                                               Nominating Committees of the
                                               AB Funds since August 2014.

Carol C. McMullen,+                            Managing Director of Slalom            108               None
61                                             Consulting (consulting) since
(2016)                                         2014 and private investor;
                                               Director of Norfolk & Dedham
                                               Group (mutual property and
                                               casualty insurance) since
                                               2011; and Director of Partners
                                               Community Physicians
                                               Organization (healthcare)
                                               since 2014. Formerly,
                                               Managing Director of The
                                               Crossland Group (consulting)
                                               from 2012 to 2013. She has
                                               held a number of senior
                                               positions in the asset and
                                               wealth management industries,
                                               including at Eastern Bank
                                               (where her roles included
                                               President of Eastern Wealth
                                               Management), Thomson Financial
                                               (Global Head of Sales for
                                               Investment Management), and
                                               Putnam Investments (where her
                                               roles included Head of Global
                                               Investment Research). She has
                                               served on a number of private
                                               company and nonprofit boards,
                                               and as a director or trustee
                                               of the AB Funds since June
                                               2016.

Garry L. Moody,+                               Independent Consultant.                108               None
64                                             Formerly, Partner, Deloitte &
(2008 - Growth Fund, Large Cap Growth,         Touche LLP (1995-2008) where
Discovery Growth, Small Cap Growth,            he held a number of senior
Sustainable Global Thematic,                   positions, including Vice
International Growth)                          Chairman, and U.S. and Global
(2011 - Select US Equity, Select US            Investment Management Practice
Long/Short)                                    Managing Partner; President,
(2014 - Concentrated Growth,                   Fidelity Accounting and
Global Core Equity)                            Custody Services Company
(2015 - International Strategic Core)          (1993-1995), where he was
                                               responsible for accounting,
                                               pricing, custody and reporting
                                               for the Fidelity mutual funds;
                                               and Partner, Ernst & Young LLP
                                               (1975-1993), where he served
                                               as the National Director of
                                               Mutual Fund Tax Services and
                                               Managing Partner of its
                                               Chicago Office Tax department.
                                               He is a member of the Trustee
                                               Advisory Board of BoardIQ, a
                                               biweekly publication focused
                                               on issues and news affecting
                                               directors of mutual funds. He
                                               has served as a director or
                                               trustee, and as Chairman of
                                               the Audit Committees of the AB
                                               Funds since 2008.

Earl D. Weiner,+                               Of Counsel, and Partner prior          108               None
77                                             to January 2007, of the law
(2007 - Growth Fund, Large Cap Growth,         firm Sullivan & Cromwell LLP
Discovery Growth, Small Cap Growth,            and is a former member of the
Sustainable Global Thematic,                   ABA Federal Regulation of
International Growth)                          Securities Committee Task
(2011 - Select US Equity, Select US            Force to draft editions of the
Long/Short)                                    Fund Director's Guidebook. He
(2014 - Concentrated Growth,                   also serves as a director or
Global Core Equity)                            trustee of various non-profit
(2015 - International Strategic Core)          organizations and has served
                                               as Chairman or Vice Chairman
                                               of a number of them. He has
                                               served as a director or
                                               trustee of the AB Funds since
                                               2007 and served as Chairman of
                                               the Governance and Nominating
                                               Committees of the AB Funds
                                               from 2007 until August 2014.

INTERESTED DIRECTOR

Robert M. Keith,#                              Senior Vice President of the           108               None
56                                             Adviser and the head of
(2010 - Growth Fund, Large Cap Growth,         AllianceBernstein Investments,
Discovery Growth, Small Cap Growth,            Inc. ("ABI")## since July
Sustainable Global Thematic,                   2008; Director of ABI and
International Growth)                          President of the AB Mutual
(2011 - Select US Equity, Select US            Funds. Previously, he served
Long/Short)                                    as Executive Managing Director
(2014 - Concentrated Growth,                   of ABI from December 2006 to
Global Core Equity)                            June 2008. Prior to joining
(2015 - International Strategic Core)          ABI in 2006, Executive
                                               Managing Director of Bernstein
                                               Global Wealth Management, and
                                               prior thereto, Senior Managing
                                               Director and Global Head of
                                               Client Service and Sales of
                                               the Adviser's institutional
                                               investment management business
                                               since 2004. Prior thereto, he
                                               was Managing Director and Head
                                               of North American Client
                                               Service and Sales in the
                                               Adviser's institutional
                                               investment management
                                               business, with which he had
                                               been associated since prior to
                                               2004.




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

**    There is no stated term of office for the Funds' Directors.

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

#     Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the
      1940 Act, of the Funds due to his position as a Senior Vice President of
      the Adviser.

##    The Adviser and ABI are affiliates of the Funds.

            In addition to the public company directorships currently held by
the Directors set forth in the table above, Mr. Turner was a director of
SunEdison, Inc. (solar materials and power plants) since prior to 2011 until
July 2014, Mr. Downey was a director of The Merger Fund (a registered investment
company) since prior to 2011 until 2013, Mr. Guzy was a director of Cirrus Logic
Corporation (semi-conductors) since prior to 2011 until July 2011 and served as
Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011
until November 2013, and Mr. Moody was a director of Greenbacker Renewable
Energy Company LLC (renewable energy and energy efficiency projects) from August
2013 until January 2014.

            The business and affairs of each Fund are overseen by the Board.
Directors who are not "interested persons" of the Fund as defined in the 1940
Act, are referred to as "Independent Directors", and Directors who are
"interested persons" of the Fund are referred to as "Interested Directors".
Certain information concerning the Fund's governance structure and each Director
is set forth below.

            Experience, Skills, Attributes and Qualifications of the Funds'
Directors. The Governance and Nominating Committee of each Fund's Board, which
is composed of Independent Directors, reviews the experience, qualifications,
attributes and skills of potential candidates for nomination or election by the
Board, and conducts a similar review in connection with the proposed nomination
of current Directors for re-election by shareholders at any annual or special
meeting of shareholders. In evaluating a candidate for nomination or election as
a Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.

            Each Fund's Board believes that, collectively, the Directors have
balanced and diverse experience, qualifications, attributes and skills, which
allow the Board to operate effectively in governing the Fund and protecting the
interests of shareholders. The Board of each Fund has concluded that, based on
each Director's experience, qualifications, attributes or skills on an
individual basis and in combination with those of the other Directors, each
Director is qualified and should continue to serve as such.

            In determining that a particular Director was and continues to be
qualified to serve as a Director, each Board has considered a variety of
criteria, none of which, in isolation, was controlling. In addition, each Board
has taken into account the actual service and commitment of each Director during
his or her tenure (including the Director's commitment and participation in
Board and committee meetings, as well as his or her current and prior leadership
of standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.

            Among other attributes and qualifications common to all Directors
are their ability to review critically, evaluate, question and discuss
information provided to them (including information requested by the Directors),
to interact effectively with the Adviser, other service providers, counsel and
the Fund's independent registered public accounting firm, and to exercise
effective business judgment in the performance of their duties as Directors. In
addition to his or her service as a Director of the Fund and other AB Funds as
noted in the table above: Mr. Dobkin has experience as an executive of a number
of organizations and served as Chairman of the Audit Committees of many of the
AB Funds from 2001 to 2008; Mr. Downey has experience in the investment advisory
business including as Chairman and Chief Executive Officer of a large fund
complex and as director of a number of non-AB funds and as Chairman of a non-AB
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), has served as Chairman of the Independent Directors Committees from 2003
until early February 2014, served as Chairman of the AB Funds from 2003 through
December 2013, and is active in a number of mutual fund related organizations
and committees; Mr. Guzy has experience as a corporate director including as
Chairman of a public company and Chairman of the Finance Committee of a large
public technology company; Ms. Jacklin has experience as a financial services
regulator, as U.S. Executive Director of the International Monetary Fund (which
is responsible for ensuring the stability of the international monetary system),
and as a financial services lawyer in private practice, and has served as
Chairman of the Governance and Nominating Committees of the AB Funds since
August 2014; Mr. Keith has experience as an executive of the Adviser with
responsibility for, among other things, the AB Funds; Ms. McMullen has
experience as a management consultant and as a director of various private
companies and nonprofit organizations, as well as extensive asset management
experience at a number of companies, including as an executive in the areas of
portfolio management, research, and sales and marketing; Mr. Moody has
experience as an certified public accountant including experience as Vice
Chairman and U.S. and Global Investment Management Practice Partner for a major
accounting firm, is a member of both the governing council of an organization of
independent directors of mutual funds, and the Trustee Advisory Board of
BoardIQ, a biweekly publication focused on issues and news affecting directors
of mutual funds, and has served as a director or trustee and Chairman of the
Audit Committees of the AB Funds since 2008; Mr. Turner has experience as a
director (including Chairman and Chief Executive Officer of a number of
companies) and as a venture capital investor including prior service as general
partner of three institutional venture capital partnerships, and has served as
Chairman of the AB Funds since January 2014 and Chairman of the Independent
Directors Committees of such Funds since February 2014; and Mr. Weiner has
experience as a securities lawyer whose practice includes registered investment
companies and as director or trustee of various non-profit organizations and
Chairman or Vice Chairman of a number of them, and served as Chairman of the
Governance and Nominating Committees of the AB Funds from 2007 until August
2014. The disclosure herein of a director's experience, qualifications,
attributes and skills does not impose on such director any duties, obligations,
or liability that are greater than the duties, obligations and liability imposed
on such director as a member of the Board and any committee thereof in the
absence of such experience, qualifications, attributes and skills.

            Board Structure and Oversight Function. Each Fund's Board is
responsible for oversight of that Fund. Each Fund has engaged the Adviser to
manage the Fund on a day-to-day basis. Each Board is responsible for overseeing
the Adviser and the Fund's other service providers in the operations of that
Fund in accordance with the Fund's investment objective and policies and
otherwise in accordance with its prospectus, the requirements of the 1940 Act
and other applicable Federal, state and other securities and other laws, and the
Fund's charter and bylaws. Each Board meets in-person at regularly scheduled
meetings eight times throughout the year. In addition, the Directors may meet
in-person or by telephone at special meetings or on an informal basis at other
times. The Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
three standing committees - the Audit, Governance and Nominating and Independent
Directors Committees - and may establish ad hoc committees or working groups
from time to time, to assist the Board in fulfilling its oversight
responsibilities. Each committee is composed exclusively of Independent
Directors. The responsibilities of each committee, including its oversight
responsibilities, are described further below. The Independent Directors have
also engaged independent legal counsel, and may, from time to time, engage
consultants and other advisors, to assist them in performing their oversight
responsibilities.

            An Independent Director serves as Chairman of each Board. The
Chairman's duties include setting the agenda for each Board meeting in
consultation with management, presiding at each Board meeting, meeting with
management between Board meetings, and facilitating communication and
coordination between the Independent Directors and management. The Directors
have determined that a Board's leadership by an Independent Director and its
committees composed exclusively of Independent Directors is appropriate because
they believe it sets the proper tone to the relationships between the Fund, on
the one hand, and the Adviser and other service providers, on the other, and
facilitates the exercise of the Board's independent judgment in evaluating and
managing the relationships. In addition, each Fund is required to have an
Independent Director as Chairman pursuant to certain 2003 regulatory settlements
involving the Adviser.

            Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks, including cyber risks. Day-to-day
risk management with respect to a Fund resides with the Adviser or other service
providers (depending on the nature of the risk), subject to supervision by the
Adviser. Each Board has charged the Adviser and its affiliates with (i)
identifying events or circumstances, the occurrence of which could have
demonstrable and material adverse effects on the Fund; (ii) to the extent
appropriate, reasonable or practicable, implementing processes and controls
reasonably designed to lessen the possibility that such events or circumstances
occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate
continuously, and to revise as appropriate, the processes and controls described
in (i) and (ii) above.

            Risk oversight forms part of a Board's general oversight of a Fund's
investment program and operations and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in risk management but the
policies and the methods by which one or more risk management functions are
carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Directors regularly receive reports from, among others, management
(including the Chief Risk Officer and the Global Heads of Investment Risk and
Trading Risk of the Adviser), a Fund's Senior Officer (who is also the Fund's
Independent Compliance Officer), the Fund's Chief Compliance Officer, the Fund's
independent registered public accounting firm, the Adviser's internal legal
counsel, the Adviser's Chief Compliance Officer and internal auditors for the
Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's
risk management programs. In addition, the Directors receive regular updates on
cyber security matters from the Adviser.

            Not all risks that may affect a Fund can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It
may not be practical or cost-effective to eliminate or mitigate certain risks,
the processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover, it
is necessary to bear certain risks (such as investment-related risks) to achieve
a Fund's goals. As a result of the foregoing and other factors a Fund's ability
to manage risk is subject to substantial limitations.

            Board Committees. Each Fund's Board has three standing committees --
an Audit Committee, a Governance and Nominating Committee and an Independent
Directors Committee. The members of the Audit, Governance and Nominating, Fair
Value Pricing and Independent Directors Committees are identified above.

            The function of the Audit Committee is to assist the Boards in their
oversight of each Fund's accounting and financial reporting policies and
practices. The Audit Committee of Growth Fund, Large Cap Growth, Concentrated
Growth, Discovery Growth, Small Cap Growth, Select US Equity, Select US
Long/Short, Sustainable Global Thematic, International Growth, Global Core
Equity and International Strategic Core each met three times during the Funds'
most recently completed fiscal year or period.

            The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Boards. The Governance and Nominating Committee of Growth Fund, Large Cap
Growth, Discovery Growth, Concentrated Growth, Small Cap Growth, Select US
Equity, Select US Long/Short, Sustainable Global Thematic, International Growth,
Global Core Equity and International Strategic Core each met three times during
the Funds' most recently completed fiscal year or period.

            The Board has adopted a charter for its Governance and Nominating
Committee. Pursuant to the charter, the Committee assists the Board in carrying
out its responsibilities with respect to governance of the Fund and identifies,
evaluates, selects and nominates candidates for the Board. The Committee may
also set standards or qualifications for Directors and reviews at least annually
the performance of each Director, taking into account factors such as attendance
at meetings, adherence to Board policies, preparation for and participation at
meetings, commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by the Fund's current Board members, officers,
the Adviser, shareholders and other appropriate sources.

            Pursuant to the charter, the Governance and Nominating Committee
will consider candidates for nomination as a trustee submitted by a shareholder
or group of shareholders who have beneficially owned at least 5% of the Fund's
common stock or shares of beneficial interest for at least two years at the time
of submission and who timely provide specified information about the candidates
and the nominating shareholder or group. To be timely for consideration by the
Governance and Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Funds not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
shareholders. If the Funds did not hold an annual meeting of shareholders in the
previous year, the submission must be delivered or mailed and received within a
reasonable amount of time before the Funds begin to print and mail its proxy
materials. Public notice of such upcoming annual meeting of shareholders may be
given in a shareholder report or other mailing to shareholders or by other means
deemed by the Governance and Nominating Committee or the Board to be reasonably
calculated to inform shareholders.

            Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to
the Governance and Nominating Committee: (i) a statement in writing setting
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all
shares of a Fund owned of record or beneficially by the candidate; (D) any other
information regarding the candidate that is required to be disclosed about a
nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section
20 of the 1940 Act and the rules and regulations promulgated thereunder; (E)
whether the shareholder believes that the candidate is or will be an "interested
person" of the Funds (as defined in the 1940 Act) and, if believed not to be an
"interested person," information regarding the candidate that will be sufficient
for the Funds to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as a
director or senior officer of public companies, directorships on the boards of
other registered investment companies and educational background; (ii) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Director if elected; (iii) the written and signed agreement of the
candidate to complete a directors' and officers' questionnaire if elected; (iv)
the shareholder's consent to be named as such by the Funds; (v) the class or
series and number of all shares of a fund of the Funds owned beneficially and of
record by the shareholder and any associated person of the shareholder and the
dates on which such shares were acquired, specifying the number of shares owned
beneficially but not of record by each, and stating the names of each as they
appear on the Funds' record books and the names of any nominee holders for each;
and (vi) a description of all arrangements or understandings between the
shareholder, the candidate and/or any other person or persons (including their
names) pursuant to which the recommendation is being made by the shareholder.
"Associated person of the shareholder" means any person who is required to be
identified under clause (vi) of this paragraph and any other person controlling,
controlled by or under common control with, directly or indirectly, (a) the
shareholder or (b) the associated person of the shareholder.

            The Governance and Nominating Committee may require the shareholder
to furnish such other information as it may reasonably require or deem necessary
to verify any information furnished pursuant to the nominating procedures
described above or to determine the qualifications and eligibility of the
candidate proposed by the shareholder to serve on the Board. If the shareholder
fails to provide such other information in writing within seven days of receipt
of written request from the Governance and Nominating Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and will not be considered, by the Committee.

            The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Funds, and the candidate's ability to
qualify as an Independent Director or Trustee. When assessing a candidate for
nomination, the Committee considers whether the individual's background, skills,
and experience will complement the background, skills and experience of other
nominees and will contribute to the diversity of the Board.

            The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the Independent Directors, such as review and
approval of the Advisory and Distribution Services Agreements. The Independent
Directors Committee of Growth Fund, Large Cap Growth, Discovery Growth, Small
Cap Growth, and Sustainable Global Thematic each met six times during the Funds'
most recently completed fiscal year. The Independent Directors Committee of
International Growth, Global Core Equity, Select US Equity, Select US
Long/Short, Concentrated Growth and International Strategic Core each met six
times during the Funds' most recently completed fiscal year.

            The dollar range of each Fund's securities owned by each Director or
Trustee and the aggregate dollar range of securities of funds in the AB Fund
Complex owned by each Director are set forth below.





                            DOLLAR RANGE            DOLLAR RANGE                DOLLAR RANGE
                            OF EQUITY               OF EQUITY                   OF EQUITY
                            SECURITIES IN           SECURITIES IN               SECURITIES IN
                            GROWTH                  LARGE CAP                   CONCENTRATED
                            FUND AS OF              GROWTH AS OF                GROWTH AS OF
                            DECEMBER 31, 2015       DECEMBER 31, 2015           DECEMBER 31, 2015
                            -----------------       -----------------           -----------------
                                                                       
John H. Dobkin              None                    $10,001-$50,000             None
Michael J. Downey           None                    None                        None
William H. Foulk, Jr.       $10,001-$50,000         $50,001-$100,000            None
D. James Guzy               None                    None                        None
Nancy P. Jacklin            None                    None                        None
Robert M. Keith             None                    None                        None
Carol C. McMullen*          None                    None                        None
Garry L. Moody              None                    $10,001-$50,000             $10,001-$50,000
Marshall C. Turner, Jr.     None                    None                        $10,001-$50,000
Earl D. Weiner              None                    $10,001-$50,000             None







                            DOLLAR RANGE            DOLLAR RANGE                DOLLAR RANGE
                            OF EQUITY               OF EQUITY                   OF EQUITY
                            SECURITIES IN           SECURITIES IN               SECURITIES IN
                            DISCOVERY               SMALL CAP                   SELECT US
                            GROWTH AS OF            GROWTH AS OF                EQUITY AS OF
                            DECEMBER 31, 2015       DECEMBER 31, 2015           DECEMBER 31, 2015
                            -----------------       -----------------           -----------------
                                                                       
John H. Dobkin              Over $100,000           $10,001-$50,000             None
Michael J. Downey           $50,001-$100,000        None                        None
William H. Foulk, Jr.       $10,001-$50,000         $10,001-$50,000             None
D. James Guzy               None                    None                        None
Nancy P. Jacklin            $10,001-$50,000         None                        $10,001-$50,000
Robert M. Keith             None                    None                        None
Carol C. McMullen*          None                    None                        None
Garry L. Moody              Over $100,000           None                        Over $100,000
Marshall C. Turner, Jr.     $50,001-$100,000        $10,001-$50,000             $10,001-$50,000
Earl D. Weiner              $1-$10,000              None                        None







                            DOLLAR RANGE            DOLLAR RANGE                DOLLAR RANGE
                            OF EQUITY               OF EQUITY                   OF EQUITY
                            SECURITIES IN           SECURITIES IN               SECURITIES IN AS
                            SELECT US               INTERNATIONAL               OF SUSTAINABLE
                            LONG/SHORT AS OF        GROWTH AS OF                GLOBAL THEMATIC
                            DECEMBER 31, 2015       DECEMBER 31, 2015           DECEMBER 31, 2015
                            -----------------       -----------------           -----------------
                                                                       
John H. Dobkin              None                    None                        $50,001-$100,000
Michael J. Downey           None                    None                        Over $100,000
William H. Foulk, Jr.       None                    $10,001-$50,000             $10,001-$50,000
D. James Guzy               None                    None                        None
Nancy P. Jacklin            None                    None                        None
Robert M. Keith             None                    None                        None
Carol C. McMullen*          None                    None                        None
Garry L. Moody              $10,001-$50,000         None                        $10,001-$50,000
Marshall C. Turner, Jr.     $50,001-$100,000        None                        None
Earl D. Weiner              None                    $10,001-$50,000             None










                            DOLLAR RANGE            DOLLAR RANGE
                            OF EQUITY               OF EQUITY                   AGGREGATE DOLLAR
                            SECURITIES IN           SECURITIES IN               RANGE OF EQUITY
                            GLOBAL CORE             INTERNATIONAL               SECURITIES IN THE AB
                            EQUITY AS OF            STRATEGIC CORE              FUND COMPLEX AS OF
                            DECEMBER 31, 2015       OF DECEMBER 31, 2015        DECEMBER 31, 2015
                            -----------------       --------------------        ---------------------
                                                                       
John H. Dobkin              None                    None                        Over $100,000
Michael J. Downey           None                    None                        Over $100,000
William H. Foulk, Jr.       None                    None                        Over $100,000
D. James Guzy               None                    None                        Over $100,000
Nancy P. Jacklin            None                    None                        Over $100,000
Robert M. Keith             None                    None                        None
Carol C. McMullen*          None                    None                        None
Garry L. Moody              None                    None                        Over $100,000
Marshall C. Turner, Jr.     None                    None                        Over $100,000
Earl D. Weiner              None                    None                        Over $100,000



--------
*     Ms. McMullen was elected as a Director of the Funds effective June 22,
      2016.

Officer Information
-------------------

            Certain information concerning each Fund's officers is set forth
below.


NAME, ADDRESS,*           POSITION(S)                  PRINCIPAL OCCUPATION
AND AGE                   HELD WITH FUND               DURING PAST FIVE YEARS
------------------        ---------------              ----------------------

All Funds
---------

Robert M. Keith,          President and Chief          See biography above.
56                        Executive Officer

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

Emilie D. Wrapp,          Secretary/Clerk              Senior Vice President,
60                                                     Assistant General
                                                       Counsel and Assistant
                                                       Secretary of ABI,** with
                                                       which she has been
                                                       associated since prior
                                                       to 2011.

Joseph J. Mantineo,       Treasurer and Chief          Senior Vice President of
57                        Financial Officer            ABIS,** with which he
                                                       has been associated
                                                       since prior to 2011.

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

Other Officers
--------------

Growth Fund
-----------

Bruce K. Aronow,          Vice President               Senior Vice President
50                                                     of the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

Frank V. Caruso,          Vice President               Senior Vice President of
60                                                     the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

John H. Fogarty,          Vice President               Senior Vice President of
46                                                     the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

Phyllis J. Clarke,        Controller and Chief         Vice President of
55                        Accounting Officer           ABIS,** with which she
                                                       has been associated
                                                       since prior to 2011.

Large Cap Growth
----------------

Frank V. Caruso,          Vice President               See above.
60

Vincent C. DuPont,        Vice President               Senior Vice President of
54                                                     the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

John H. Fogarty,          Vice President               See above.
46

Karen A. Sesin,           Vice President               Senior Vice President of
57                                                     the Adviser,** with
                                                       which she has been
                                                       associated since prior
                                                       to 2011.

Phyllis J. Clarke,        Controller                   See above.
55

Concentrated Growth
-------------------

James Tierney, Jr.,       Vice President               Senior Vice President,
49                                                     Chief Investment Officer
                                                       of Concentrated U.S.
                                                       Growth and Portfolio
                                                       Manager of the
                                                       Adviser**, with which he
                                                       has been associated
                                                       since December 2013.
                                                       Prior thereto, he was
                                                       Chief Investment Officer
                                                       of W.P. Stewart and Co.
                                                       Ltd. ("WPS") (2010-2013)
                                                       and Portfolio
                                                       Manager/Analyst and
                                                       Senior Vice President of
                                                       WPS since prior to 2011.

Phyllis J. Clarke,        Controller                   See above.
55

Discovery Growth
----------------

Bruce K. Aronow,          Vice President               See above.
50

N. Kumar Kirpalani,       Vice President               Senior Vice President of
60                                                     the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

Samantha S. Lau,          Vice President               Senior Vice President of
44                                                     the Adviser,** with
                                                       which she has been
                                                       associated since prior
                                                       to 2011.

Wen-Tse Tseng,            Vice President               Senior Vice President of
50                                                     the Adviser,** with
                                                       which he has been
                                                       associated since prior
                                                       to 2011.

Stephen M. Woetzel,       Controller                   Vice President of
44                                                     ABIS,** with which he
                                                       has been associated
                                                       since prior to 2011.

Small Cap Growth
----------------

Bruce K. Aronow,          Vice President               See above.
50

N. Kumar Kirpalani,       Vice President               See above.
62

Samantha S. Lau,          Vice President               See above.
44

Wen-Tse Tseng,            Vice President               See above.
50

Phyllis J. Clarke,        Controller                   See above.
55

Select US Equity
----------------

Kurt A. Feuerman,         Vice President               Senior Vice President
60                                                     and Chief Investment
                                                       Officer, Select US Equity
                                                       Portfolios of the
                                                       Adviser,** with which he
                                                       has been associated
                                                       since June 2011.

Anthony Nappo,            Vice President               Senior Vice President,
44                                                     Portfolio Manager and
                                                       Co-Chief Investment
                                                       Officer-Select US Equity
                                                       Portfolios of the
                                                       Adviser** since June
                                                       2015, and Research
                                                       Analyst on the Select
                                                       Equity Portfolio
                                                       Investment Team since
                                                       June 2011.

Phyllis J. Clarke,        Controller                   See above.
55

Select US Long/Short
--------------------

Kurt A. Feuerman,         Vice President               See above.
60

Anthony Nappo,            Vice President               See above.
44

Phyllis J. Clarke,        Controller                   See above.
55

Sustainable Global
Thematic
--------------------

Daniel C. Roarty,         Vice President               Senior Vice President
44                                                     of the Adviser,** with
                                                       which he has been
                                                       associated since May
                                                       2011, and Chief
                                                       Investment Officer,
                                                       Global Growth and
                                                       Thematic Team since
                                                       2013. Prior thereto, he
                                                       was named sector head for
                                                       the technology sector on
                                                       the Global/International
                                                       Research Growth team as
                                                       of July 1, 2011, and team
                                                       leader for that team in
                                                       early 2012.

Phyllis J. Clarke,        Controller                   See above.
55

International Growth
--------------------

Daniel C. Roarty,         Vice President               See above.
44

Phyllis J. Clarke,        Controller                   See above.
55

Global Core Equity
------------------

David Dalgas,             Vice President               Senior Vice President of
45                                                     the Adviser** since 2014
                                                       and Chief Investment
                                                       Officer, Global Core
                                                       Equity. Previously, he
                                                       served as Head of
                                                       Equities and Chief
                                                       Investment Officer of
                                                       CPH Capital
                                                       Fondsmaeglerselskab A/S
                                                       ("CPH Capital") since
                                                       2011.

Klaus Ingemann,           Vice President               Senior Vice President
42                                                     and Senior Research
                                                       Analyst/Portfolio
                                                       Manager of the Adviser**
                                                       since 2014. Previously,
                                                       he was an executive
                                                       member of the Investment
                                                       Board of CPH Capital
                                                       since 2011.

Phyllis J. Clarke,        Controller                   See above.
55

International Strategic Core
----------------------------

Kent Hargis,              Vice President               Senior Vice President,
48                                                     Portfolio Manager of
                                                       Strategic Core Equities
                                                       and Head of Quantitative
                                                       Research--Equities of the
                                                       Adviser**, with which he
                                                       has been associated since
                                                       prior to 2011.

Sammy Suzuki,             Vice President               Senior Vice President,
44                                                     Portfolio Manager of
                                                       Strategic Core Equities
                                                       of the Adviser** since
                                                       2015. Previously, he was
                                                       Director of Research,
                                                       Emerging Markets Value
                                                       Equities from prior to
                                                       2011 until 2015.

Phyllis J. Clarke,        Controller                   See above.
55

--------
*     The address for each of the Funds' Officers is 1345 Avenue of the
      Americas, New York, NY 10105.

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

            The Funds do not pay any fees to, or reimburse expenses of, their
Directors who are considered an "interested person" (as defined in Section
2(a)(19) of the 1940 Act) of the Funds. The aggregate compensation paid to each
of the Directors by each Fund for the fiscal year or period ended June 30, 2016
or July 31, 2016, as applicable, the aggregate compensation paid to each of the
Directors during calendar year 2015 by the AB Fund Complex and the total number
of registered investment companies (and separate investment portfolios within
the companies) in the AB Fund Complex with respect to which each of the
Directors serves as a director, are set forth below. Neither the Funds nor any
other registered investment company in the AB Fund Complex provides compensation
in the form of pension or retirement benefits to any of its directors or
trustees. Each of the Directors is a director of one or more other registered
investment companies in the AB Fund Complex.




                                                  Aggregate       Aggregate
                      Aggregate     Aggregate     Compensation    Compensation
                      Compensation  Compensation  from            from
Name of Trustee       from          from Large    Concentrated    Discovery
or Director           Growth Fund   Cap Growth    Growth          Growth
---------------       -----------   ----------    ------------    ------------

John H. Dobkin          $2,473       $2,473         $2,473        $ 2,473
Michael J. Downey       $2,473       $2,473         $2,473        $ 2,473
William H. Foulk, Jr.   $2,473       $2,473         $2,473        $ 2,473
D. James Guzy           $2,473       $2,473         $2,473        $ 2,473
Nancy P. Jacklin        $2,629       $2,629         $2,629        $ 2,629
Robert M. Keith         $    0       $    0         $    0        $     0
Carol C. McMullen*      $   49       $   49         $    0        $    49
Garry L. Moody          $2,777       $2,777         $2,777        $ 2,777
Marshall C. Turner, Jr. $4,165       $4,165         $4,165        $ 4,165
Earl D. Weiner          $2,473       $2,473         $2,473        $ 2,473


                                       Aggregate     Aggregate      Aggregate
                        Aggregate      Compensation  Compensation   Compensation
                        Compensation   from Global   from           from
Name of Trustee         from Small     Thematic      International  Global
or Director             Cap Growth     Growth        Growth         Core Equity
---------------         ------------   -----------   ------------   ------------

John H. Dobkin          $2,473         $2,473        $2,473           $2,473
Michael J. Downey       $2,473         $2,473        $2,473           $2,473
William H. Foulk, Jr.   $2,473         $2,473        $2,473           $2,473
D. James Guzy           $2,473         $2,473        $2,473           $2,473
Nancy P. Jacklin        $2,629         $2,629        $2,629           $2,629
Robert M. Keith         $    0         $    0        $    0           $    0
Carol C. McMullen*      $   49         $   49        $    0           $    0
Garry L. Moody          $2,777         $2,777        $2,777           $2,777
Marshall C. Turner, Jr. $4,165         $4,165        $4,165           $4,165
Earl D. Weiner          $2,473         $2,473        $2,473           $2,473


                                                                 Aggregate
                                               Aggregate         Compensation
                          Aggregate            Compensation      from
Name of Trustee           Compensation from    from Select       International
or Director               Select US Equity     US Long/Short     Strategic Core
----------------          -----------------    -------------     --------------

John H. Dobkin            $2,473               $2,473            $2,473
Michael J. Downey         $2,473               $2,473            $2,473
William H. Foulk, Jr.     $2,473               $2,473            $2,473
D. James Guzy             $2,473               $2,473            $2,473
Nancy P. Jacklin          $2,629               $2,629            $2,629
Robert M. Keith           $    0               $    0            $    0
Carol C. McMullen*        $    0               $    0            $    0
Garry L. Moody            $2,777               $2,777            $2,777
Marshall C. Turner, Jr.   $4,165               $4,165            $4,165
Earl D. Weiner            $2,473               $2,473            $2,473




                                              Total
                                              Number of        Total
                                              Registered       Number of
                                              Investment       Investment
                                              Companies        Portfolios
                                              in the           within the
                                              AB Fund          AB Fund
                                              Complex,         Complex,
                            Total             including the    including the
                            Compensation      Fund, as to      Fund, as to
                            from the          which the        which the
                            AB Fund           Trustee or       Trustee or
                            Complex,          Director is      Director is
Name of Trustee             including         a Director       a Director
or Director                 the Funds         or Trustee       or Trustee
----------------            ------------      ------------     --------------
John H. Dobkin              $285,000           28                108
Michael J. Downey           $285,000           28                108
William H. Foulk, Jr.       $285,000           28                108
D. James Guzy               $285,000           28                108
Nancy P. Jacklin            $303,000           28                108
Robert M. Keith             $      0           28                108
Carol C. McMullen*          $      0           28                108
Garry L. Moody              $320,000           28                108
Marshall C. Turner, Jr.     $480,000           28                108
Earl D. Weiner              $285,000           28                108

--------
*     Ms. McMullen was elected as a Director of the Funds effective June 22,
      2016.

            As of October 5, 2016, the Directors and officers of each of the
Funds, as a group owned less than 1% of the shares of each Fund.

Additional Information About the Funds' Portfolio Managers
----------------------------------------------------------

GROWTH FUND
-----------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Growth Investment Team. Bruce K. Aronow,
Frank V. Caruso and John H. Fogarty are the investment professionals(1) with the
most significant responsibility for the day-to-day management of the Fund's
portfolio. For additional information about the portfolio management of the
Fund, see "Management of the Funds - Portfolio Managers" in the Fund's
Prospectus.

--------
(1)   Investment professionals at the Adviser include portfolio managers and
      research analysts. Investment professionals are part of investment groups
      (or teams) that service individual fund portfolios. The number of
      investment professionals assigned to a particular fund will vary from fund
      to fund.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 29, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

              Bruce K. Aronow                                  None
              Frank V. Caruso                                  None
              John H. Fogarty                                  None

            As of July 31, 2016, employees of the Adviser had approximately
$1,569,083 invested in shares of the Fund and approximately $58,866,370 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number of      Assets of
                                                  Registered     Registered
                    Total       Total             Investment     Investment
                    Number of   Assets of         Companies      Companies
                    Registered  Registered        Managed        Managed
                    Investment  Investment        with           with
                    Companies   Companies         Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ---------   ---------         -----------    ------------

Bruce K. Aronow     21          $ 4,345,000,000    None          None
Frank V. Caruso     28          $11,125,000,000    None          None
John H. Fogarty     24          $ 7,170,000,000    None          None


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Bruce K. Aronow       19        $  161,000,000     None           None
Frank V. Caruso       15        $3,100,000,000     None           None
John H. Fogarty       15        $3,372,000,000     None           None


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------


Bruce K. Aronow           32     $ 3,026,000,000       3          $602,000,000
Frank V. Caruso       28,799     $15,706,000,000     None            None
John H. Fogarty        3,220     $ 2,089,000,000     None            None

LARGE CAP GROWTH
----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's U.S. Large Cap Growth Investment Team. Frank
V. Caruso, Vincent C. DuPont, John H. Fogarty and Karen A. Sesin are the
investment professionals with the most significant responsibility for the
day-to-day management of the Fund's portfolio. For additional information about
the portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

             Frank V. Caruso                                  $50,001-$100,000
             Vincent C. DuPont                                      None
             John H. Fogarty                                        None
             Karen A. Sesin                                         None

            As of July 31, 2016, employees of the Adviser had approximately
$853,706 invested in shares of the Fund and approximately $58,866,370 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Frank V. Caruso      28         $ 8,353,000,000       None            None
Vincent C. DuPont    23         $ 4,329,000,000       None            None
John H. Fogarty      24         $ 4,398,000,000       None            None
Karen A. Sesin       25         $10,012,000,000       None            None

--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Frank V. Caruso       15          $ 3,100,000,000     None             None
Vincent C. DuPont     14          $ 2,919,000,000     None             None
John H. Fogarty       15          $ 3,372,000,000     None             None
Karen A. Sesin        92          $17,748,000,000       1          $181,000,000

--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Frank V. Caruso         28,799   $15,706,000,000     None            None
Vincent C. DuPont        3,216   $ 1,847,000,000     None            None
John H. Fogarty          3,220   $ 2,089,000,000     None            None
Karen A. Sesin              26   $15,619,000,000     None            None

CONCENTRATED GROWTH
--------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by Mr. James Tierney (the "Portfolio Manager"). For
additional information about the portfolio management of the Fund, see
"Management of the Fund - Portfolio Managers" in the Fund's Prospectus.

            The dollar range of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2016 is set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND


            James Tierney                                $500,001-$1,000,000

            As of June 30, 2016, employees of the Adviser had approximately
$57,331,561 in shares of all AB Mutual Funds (excluding AB money market funds)
through their interests in certain deferred compensation plans, including the
Partners Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Portfolio Manager also has day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of June 30, 2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

James Tierney         10          $28,000,000         None             None


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

James Tierney           9          $1,159,000,000      None           None

--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

James Tierney           463       $2,550,000,000        1          $3,000,000

DISCOVERY GROWTH
----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Small/Mid Cap Growth Investment Team. Bruce
K. Aronow, N. Kumar Kirpalani, Samantha S. Lau and Wen-Tse Tseng are the
investment professionals primarily responsible for the day-to-day management of
the Fund's portfolio. For additional information about the portfolio management
of the Fund, see "Management of the Funds - Portfolio Managers" in the Fund's
Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Bruce K. Aronow                             Over $1,000,000
            N. Kumar Kirpalani                         $100,001-$500,000
            Samantha S. Lau                            $100,001-$500,000
            Wen-Tse Tseng                              $100,001-$500,000

            As of July 31, 2016, employees of the Adviser had approximately
$1,035,392 invested in shares of the Fund and approximately $58,866,370 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Bruce K. Aronow       21          $3,116,000,000      None            None
N. Kumar Kirpalani    21          $3,116,000,000      None            None
Samantha S. Lau       21          $3,116,000,000      None            None
Wen-Tse Tseng         21          $3,116,000,000      None            None


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Bruce K. Aronow        19          $161,000,000      None            None
N. Kumar Kirpalani     19          $161,000,000      None            None
Samantha S. Lau        19          $161,000,000      None            None
Wen-Tse Tseng          19          $161,000,000      None            None

--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Bruce K. Aronow         32         $3,026,000,000     3           $602,000,000
N. Kumar Kirpalani      32         $3,026,000,000     3           $602,000,000
Samantha S. Lau         32         $3,026,000,000     3           $602,000,000
Wen-Tse Tseng           32         $3,026,000,000     3           $602,000,000

SMALL CAP GROWTH
-----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Small Cap Growth Investment Team. Bruce K.
Aronow, N. Kumar Kirpalani, Samantha S. Lau and Wen-Tse Tseng are the investment
professionals with the most significant responsibility for the day-to-day
management of the Fund's portfolio. For additional information about the
portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Bruce K. Aronow                            $500,001-$1,000,000
            N. Kumar Kirpalani                         $100,001-$500,000
            Samantha S. Lau                            $100,001-$500,000
            Wen-Tse Tseng                              $100,001-$500,000

            As of July 31, 2016, employees of the Adviser had approximately
$1,165,849 invested in shares of the Fund and approximately $58,866,370 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Bruce K. Aronow        21         $3,927,000,000      None            None
N. Kumar Kirpalani     21         $3,927,000,000      None            None
Samantha S. Lau        21         $3,927,000,000      None            None
Wen-Tse Tseng          21         $3,927,000,000      None            None

--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Bruce K. Aronow        19           $161,000,000      None          None
N. Kumar Kirpalani     19           $161,000,000      None          None
Samantha S. Lau        19           $161,000,000      None          None
Wen-Tse Tseng          19           $161,000,000      None          None

--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Bruce K. Aronow         32        $3,026,000,000     3             $602,000,000
N. Kumar Kirpalani      32        $3,026,000,000     3             $602,000,000
Samantha S. Lau         32        $3,026,000,000     3             $602,000,000
Wen-Tse Tseng           32        $3,026,000,000     3             $602,000,000

SELECT US EQUITY
----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Select Equity Portfolios Investment Team.
Kurt A. Feuerman and Anthony Nappo are the investment professionals primarily
responsible for the day-to-day management of the Funds' portfolios (the
"Portfolio Managers"). For additional information about the portfolio management
of the Funds, see "Management of the Funds - Portfolio Managers" in the Funds'
Prospectus.

            The dollar range of each Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Kurt A. Feuerman                                 None*
            Anthony Nappo                               $10,001-$50,000

--------
*     Mr. Feuerman does not directly or beneficially own shares of the Fund.
      However, he invests through his foundation in the Select US Equity Limited
      Partnership, managed by the Adviser. Mr. Feuerman has over $1,000,000
      invested in the Select US Equity Partnership.

            As of June 30, 2016, employees of the Adviser had approximately
$57,331,561 in shares of all AB Mutual Funds (excluding AB money market funds)
through their interests in certain deferred compensation plans, including the
Partners Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Funds, other pooled investment vehicles and
other accounts over which the Messrs. Feuerman and Nappo also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Kurt A. Feuerman     5           $4,941,000,000      None            None
Anthony Nappo        5           $4,941,000,000      None            None

--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                               Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Kurt A. Feuerman      12           $6,786,000,000    None           None
Anthony Nappo         12           $6,786,000,000    None           None


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Kurt A. Feuerman        25,625    $18,427,000,000     17         $724,000,000
Anthony Nappo           25,625    $18,427,000,000     17         $724,000,000

SELECT US LONG/SHORT
--------------------

            The management of, and investment decisions for, the Fund's
portfolios are made by the Adviser's Select Equity Portfolios Investment Team.
Kurt A. Feuerman and Anthony Nappo are the investment professionals primarily
responsible for the day-to-day management of the Funds' portfolios (the
"Portfolio Managers"). For additional information about the portfolio management
of the Funds, see "Management of the Funds - Portfolio Managers" in the Funds'
Prospectus.

            The dollar range of each Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Kurt A. Feuerman                                 None*
            Anthony Nappo                              $50,000-$100,000

--------
*     Mr. Feuerman does not directly or beneficially own shares of the Fund.
      However, he invests directly as well as through his foundation in the
      Select US Long/Short Limited Partnership, managed by the Adviser. Mr.
      Feuerman has over $1,000,000 invested in the Select US Long/Short
      Partnership.


            As of June 30, 2016, employees of the Adviser had approximately
$57,331,561 in shares of all AB Mutual Funds (excluding AB money market funds)
through their interests in certain deferred compensation plans, including the
Partners Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Funds, other pooled investment vehicles and
other accounts over which the Messrs. Feuerman and Nappo also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Kurt A. Feuerman     5           $4,076,000,000     None            None
Anthony Nappo        5           $4,076,000,000     None            None

--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Kurt A. Feuerman      12           $6,786,000,000     None          None
Anthony Nappo         12           $6,786,000,000     None          None


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Kurt A. Feuerman       25,625     $18,427,000,000    17           $724,000,000
Anthony Nappo          25,625     $18,427,000,000    17           $724,000,000


SUSTAINABLE GLOBAL THEMATIC
---------------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Global Growth and Thematic Investment Team.
Daniel C. Roarty is the investment professional primarily responsible for the
day-to-day management of the Fund's portfolio. For additional information about
the portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar range of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of July 31, 2016 is set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Daniel C. Roarty                           $100,001-$500,000

            As of July 31, 2016, employees of the Adviser had approximately
$2,133,979 invested in shares of the Fund and approximately $58,866,370 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio manager also has day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Daniel C. Roarty       25         $4,905,000,000     None            None


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Daniel C. Roarty       90          $19,833,000,000      1          $90,000,000


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------
Daniel C. Roarty        236      $15,561,000,000       None            None

INTERNATIONAL GROWTH
--------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Global Growth and Thematic Investment Team.
Daniel C. Roarty is the investment professional with the most significant
responsibility for the day-to-day management of the Fund's portfolio. For
additional information about the portfolio management of the Fund, see
"Management of the Funds - Portfolio Managers" in the Fund's Prospectus.

            The dollar range of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2016 is set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Daniel C. Roarty                           $100,000-$500,000

            As of June 30, 2016, employees of the Adviser had approximately
$1,209,559 invested in shares of the Fund and approximately $57,331,561 invested
in shares of all AB Mutual Funds (excluding AB money market funds) through their
interests in certain deferred compensation plans, including the Partners
Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio manager also has day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Daniel C. Roarty       25        $5,199,000,000        None            None



--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Daniel C. Roarty        89        $24,765,000,000       1          $86,000,000

--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                   Number

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Daniel C. Roarty        237       $15,080,000,000     None           None

GLOBAL CORE EQUITY
------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by its senior investment management team. Messrs. David
Dalgas and Klaus Ingemann are the investment professional primarily responsible
for the day-to-day management of the Fund's portfolio. For additional
information about the portfolio management of the Fund, see "Management of the
Funds - Portfolio Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of June 30, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            David Dalgas                                     None
            Klaus Ingemann                                   None

            As of June 30, 2016, employees of the Adviser had approximately
$57,331,561 invested in shares of all AB Mutual Funds (excluding AB money market
funds) through their interests in certain deferred compensation plans, including
the Partners Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2016.

--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

David Dalgas          4           $267,000,000        None            None
Klaus Ingemann        4           $267,000,000        None            None


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

David Dalgas             6         $1,105,000,000       None           None
Klaus Ingemann           6         $1,105,000,000       None           None


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

David Dalgas             3       $1,897,000,000     None            None
Klaus Ingemann           3       $1,897,000,000     None            None


INTERNATIONAL STRATEGIC CORE
----------------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by its senior investment management team. Messrs. Kent Hargis
and Sammy Suzuki are the investment professionals primarily responsible for the
day-to-day management of the Fund's portfolio. For additional information about
the portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of June 30, 2016 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

            Kent Hargis                                      None
            Sammy Suzuki                                     None

            As of June 30, 2016, employees of the Adviser had approximately
$57,331,561 invested in shares of all AB Mutual Funds (excluding AB money market
funds) through their interests in certain deferred compensation plans, including
the Partners Compensation Plan, including both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2016.


--------------------------------------------------------------------------------
                         REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------

                                                                  Total
                                                   Number of      Assets of
                    Total          Total           Registered     Registered
                    Number of      Assets of       Investment     Investment
                    Registered     Registered      Companies      Companies
                    Investment     Investment      Managed with   Managed with
                    Companies      Companies       Performance-   Performance-
Portfolio Manager   Managed        Managed         based Fees     based Fees
-----------------   ----------     ----------      -------------  -------------

Kent Hargis           16         $5,180,000,000      None            None
Sammy Suzuki          11         $1,342,000,000      None            None



--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Pooled         Pooled
                    Number of   Assets of         Investment     Investment
                    Other       Other             Vehicles       Vehicles
                    Pooled      Pooled            Managed        Managed
                    Investment  Investment        with           with
                    Vehicles    Vehicles          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   ----------  ----------        -----------    -----------

Kent Hargis            14         $782,000,000        None           None
Sammy Suzuki           13         $669,000,000        None           None


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------


                                                                 Total
                                                  Number         Assets of
                                                  of Other       Other
                    Total       Total             Accounts       Accounts
                    Number of   Assets of         Managed        Managed
                    Other       Other             with           with
                    Accounts    Accounts          Performance-   Performance-
Portfolio Manager   Managed     Managed           based Fees     based Fees
-----------------   --------    ---------         ------------   ------------

Kent Hargis            26,869    $14,143,000,000     None           None
Sammy Suzuki            1,276    $ 1,024,000,000     None           None

Investment Professional Conflict of Interest Disclosure
-------------------------------------------------------

            As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. The Adviser recognizes that
conflicts of interest are inherent in its business and accordingly has developed
policies and procedures (including oversight monitoring) reasonably designed to
detect, manage and mitigate the effects of actual or potential conflicts of
interest in the area of employee personal trading, managing multiple accounts
for multiple clients, including AB Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. The Adviser places
the interests of its clients first and expects all of its employees to meet
their fiduciary duties.

            Employee Personal Trading. The Adviser has adopted a Code of
Business Conduct and Ethics that is designed to detect and prevent conflicts of
interest when investment professionals and other personnel of the Adviser own,
buy or sell securities which may be owned by, or bought or sold for, clients.
Personal securities transactions by an employee may raise a potential conflict
of interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in certain funds managed by the Adviser. The Adviser's Code
of Business Conduct and Ethics requires disclosure of all personal accounts and
maintenance of brokerage accounts with designated broker-dealers approved by the
Adviser. The Code of Business Conduct and Ethics also requires preclearance of
all securities transactions (except transactions in U.S. Treasuries and open-end
mutual funds) and imposes a 60-day holding period for securities purchased by
employees to discourage short-term trading.

            Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
clients of the Adviser and is generally not tied specifically to the performance
of any particular client's account, nor is it generally tied directly to the
level or change in level of assets under management.

            Allocating Investment Opportunities. The investment professionals at
the Adviser routinely are required to select and allocate investment
opportunities among accounts. The Adviser has adopted policies and procedures
intended to address conflicts of interest relating to the allocation of
investment opportunities. These policies and procedures are designed to ensure
that information relevant to investment decisions is disseminated promptly
within its portfolio management teams and investment opportunities are allocated
equitably among different clients. The policies and procedures require, among
other things, objective allocation for limited investment opportunities (e.g.,
on a rotational basis), and documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account. Portfolio holdings, position sizes,
and industry and sector exposures tend to be similar across similar accounts,
which minimizes the potential for conflicts of interest relating to the
allocation of investment opportunities. Nevertheless, access to portfolio funds
or other investment opportunities may be allocated differently among accounts
due to the particular characteristics of an account, such as size of the
account, cash position, tax status, risk tolerance and investment restrictions
or for other reasons.

            The Adviser's procedures are also designed to address potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which the
Adviser could share in investment gains.

Portfolio Manager Compensation
------------------------------

             The Adviser's compensation program for portfolio managers is
designed to align with clients' interests, emphasizing each portfolio manager's
ability to generate long-term investment success for the Adviser's clients,
including the Funds. The Adviser also strives to ensure that compensation is
competitive and effective in attracting and retaining the highest caliber
employees.

             Portfolio managers receive a base salary, incentive compensation
and contributions to AllianceBernstein's 401(k) plan. Part of the annual
incentive compensation is generally paid in the form of a cash bonus, and part
through an award under the firm's Incentive Compensation Award Plan (ICAP). The
ICAP awards vest over a four-year period. Deferred awards are paid in the form
of restricted grants of the firm's Master Limited Partnership Units, and award
recipients have the ability to receive a portion of their awards in deferred
cash. The amount of contributions to the 401(k) plan is determined at the sole
discretion of the Adviser. On an annual basis, the Adviser endeavors to combine
all of the foregoing elements into a total compensation package that considers
industry compensation trends and is designed to retain its best talent.

            The incentive portion of total compensation is determined by
quantitative and qualitative factors. Quantitative factors, which are weighted
more heavily, are driven by investment performance. Qualitative factors are
driven by contributions to the investment process and client success.

            The quantitative component includes measures of absolute, relative
and risk-adjusted investment performance. Relative and risk-adjusted returns are
determined based on the benchmark in the Fund's prospectus and versus peers over
one-, three- and five-year calendar periods, with more weight given to
longer-time periods. Peer groups are chosen by Chief Investment Officers, who
consult with the product management team to identify products most similar to
our investment style and most relevant within the asset class. Portfolio
managers of the Funds do not receive any direct compensation based upon the
investment returns of any individual client account, and compensation is not
tied directly to the level or change in level of assets under management.

            Among the qualitative components considered, the most important
include thought leadership, collaboration with other investment colleagues,
contributions to risk-adjusted returns of other portfolios in the firm, efforts
in mentoring and building a strong talent pool and being a good corporate
citizen. Other factors can play a role in determining portfolio managers'
compensation, such as the complexity of investment strategies managed, volume of
assets managed and experience.

            The Adviser emphasizes four behavioral competencies--relentlessness,
ingenuity, team orientation and accountability--that support its mission to be
the most trusted advisor to its clients. Assessments of investment professionals
are formalized in a year-end review process that includes 360-degree feedback
from other professionals from across the investment teams and the Adviser.

            Asset-Based and Performance-Based Compensation: With respect to the
Select US Equity and Select US Long/Short, Mr. Feuerman and members of the
investment team he leads (the "Investment Team") were hired by the Adviser in
2011. At that time, the Adviser entered into an employment agreement with Mr.
Feuerman under which a compensation pool for Mr. Feuerman and members of the
Investment Team is created based on specified percentages of the fees (both
asset-based and performance-based fees) received by the Adviser from the
accounts managed by the Investment Team. Performance fees are not assessed on
the Fund or the assets of the Fund. In general, a larger percentage of the fees
received by the Adviser is allocated to the compensation pool with respect to
assets that were managed by Mr. Feuerman at his prior employer and that followed
Mr. Feuerman to the Adviser than with respect to assets, such as the Fund, that
were obtained or created after Mr. Feuerman joined the Adviser. The compensation
pool is allocated among the members of the Investment Team based on the
recommendations of Mr. Feuerman subject to approval by the Adviser's
Compensation Committee. This compensation represents a portion of the overall
compensation received by members of the Investment Team.

--------------------------------------------------------------------------------

                             EXPENSES OF THE FUNDS

--------------------------------------------------------------------------------

Distribution Services Arrangements
----------------------------------

            Each Fund has entered into a Distribution Services Agreement (the
"Agreement") with ABI, the Fund's principal underwriter, to permit ABI to
distribute the Fund's shares and to permit the Fund to pay distribution services
fees to defray expenses associated with distribution of its Class A shares,
Class B shares, Class C shares, Class R shares and Class K shares (as
applicable), in accordance with a plan of distribution that is included in the
Agreement and that has been duly adopted and approved in accordance with Rule
12b-1 adopted by the SEC under the 1940 Act (each a "Plan" and collectively the
"Plans").

            In approving the Plan, the Directors determined that there was a
reasonable likelihood that the Plan would benefit each Fund and its
shareholders. The distribution services fee of a particular class will not be
used to subsidize the provision of distribution services with respect to any
other class.

            The Adviser may, from time to time, and from its own funds or such
other resources as may be permitted by rules of the SEC, make payments for
distribution services to ABI; the latter may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance.

            The Plans will continue in effect with respect to each Fund and each
class of shares thereof for successive one-year periods provided that such
continuance is specifically approved at least annually by a majority of the
Independent Directors who have no direct or indirect financial interest in the
operation of the Plans or any agreement related thereto the ("Qualified
Directors") and by a majority of the entire Board at a meeting called for that
purpose. Most recently, the Directors approved the continuance of the Plans for
an additional term at meetings held on May 3-5, 2016.

            All material amendments to the Plans will become effective only upon
approval as provided in the preceding paragraph, and the Plans may not be
amended in order to increase materially the costs that the Fund may bear
pursuant to the Agreement without the approval of a majority of the holders of
the outstanding voting shares of the Fund or the class or classes of the Fund
affected. The Agreement may be terminated (a) by the Fund without penalty at any
time by a majority vote of the holders of the Fund's outstanding voting
securities, voting separately by class, or by a majority vote of the Qualified
Directors or (b) by ABI. To terminate the Plan or Agreement, any party must give
the other parties 60 days' written notice except that a Fund may terminate the
Plan without giving prior notice to ABI. The Agreement will terminate
automatically in the event of its assignment. The Plan is of a type known as a
"reimbursement plan", which means that it reimburses the distributor for the
actual costs of services rendered.

            In the event that a Plan is terminated by either party or not
continued with respect to the Class A, Class B, Class C, Class R or Class K
shares, (i) no distribution services fees (other than current amounts accrued
but not yet paid) would be owed by the Fund to ABI with respect to that class
and (ii) the Fund would not be obligated to pay ABI for any amounts expended
under the Plan not previously recovered by ABI from distribution services fees
in respect of shares of such class or through deferred sales charges.

            Distribution services fees are accrued daily and paid monthly and
charged as expenses of each Fund as accrued. The distribution services fees
attributable to the Class B, Class C, Class R and Class K shares are designed to
permit an investor to purchase such shares through broker-dealers without the
assessment of an initial sales charge and at the same time to permit ABI to
compensate broker-dealers in connection with the sale of such shares. In this
regard the purpose and function of the combined contingent deferred sales charge
("CDSC") and respective distribution services fee on the Class B shares and
Class C shares and distribution services fees on the Class R shares and the
Class K shares are the same as those of the initial sales charge and
distribution services fee with respect to the Class A shares in that in each
case the sales charge and/or distribution services fee provide for the financing
of the distribution of the relevant class of the Fund's shares.

            With respect to Class A shares of each Fund, distribution expenses
accrued by ABI in one fiscal year may not be paid from distribution services
fees received from the Fund in subsequent fiscal years. ABI's compensation with
respect to Class B, Class C, Class R and Class K shares under the Plan is
directly tied to the expenses incurred by ABI. Actual distribution expenses for
Class B, Class C, Class R and Class K shares for any given year, however, will
probably exceed the distribution services fees payable under the Plan with
respect to the class involved and, in the case of Class B and Class C shares,
payments received from CDSCs. The excess will be carried forward by ABI and
reimbursed from distribution services fees payable under the Plan with respect
to the class involved and, in the case of Class B and Class C shares, payments
subsequently received through CDSCs, so long as the Plan is in effect.

            During the fiscal year ended July 31, 2016 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and during the fiscal year ended June 30, 2016 for International
Growth, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core
Equity and International Strategic Core with respect to Class A shares, the
distribution services fees for expenditures payable to ABI were as follows:

                                                        Percentage per annum
                                                        of the aggregate
                              Distribution services     average daily net
                              fees for expenditures     assets attributable to
Fund                          payable to ABI            Class A shares*
----                          ---------------------     ----------------------

Growth Fund                     $1,435,582                    .25%
Large Cap Growth                $3,611,638                    .25%
Concentrated Growth             $   62,619                    .25%
Discovery  Growth               $1,551,674                    .23%
Small Cap Growth                $  763,383                    .25%
Select US Equity                $   73,992                    .25%
Select US Long/Short            $  571,524                    .25%
Sustainable Global Thematic     $1,235,655                    .25%
International Growth            $  599,299                    .25%
Global Core Equity              $      887                    .25%
International Strategic Core    $       45                    .25%

--------
*     The maximum fee allowed under the Rule 12b-1 Plan for the Class A shares
      of Growth Fund and Large Cap Growth is .50% of the aggregate average daily
      net assets, and the maximum fee allowed under the Rule 12b-1 Plan for
      Class A shares of all other Funds is .30% of the aggregate average daily
      net assets. The Boards of the Funds currently limit the Funds' payments to
      .25%, except with respect to Discovery Growth, for which payments are
      currently limited to .23%.

            For the fiscal year ended July 31, 2016 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and
during the fiscal year or period ended June 30, 2016 for International Growth,
Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity
and International Strategic Core expenses incurred by each Fund and costs
allocated to each Fund in connection with activities primarily intended to
result in the sale of Class A shares were as follows:




Category of Expense           Growth Fund          Large Cap Growth      Concentrated Growth     Discovery Growth
-------------------           -----------          ----------------      -------------------     ----------------
                                                                                      

Advertising/
Marketing                    $   17,532          $   52,098              $    786                 $   15,055

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders         $    8,254          $   21,310              $    336                 $    9,274

Compensation to
Underwriters                 $1,401,840          $3,778,762              $ 91,287                 $1,451,824

Compensation to Dealers      $  406,959          $1,035,254              $ 15,335                 $  436,168

Compensation to Sales
Personnel                    $  260,185          $1,550,199              $ 84,467                 $  373,257

Interest, Carrying or
Other Financing Charges      $      811          $    1,945              $     33                 $    1,087

Other (Includes Personnel
costs of those home
office employees involved
in the distribution
effort and the
travel-related expenses
incurred by the marketing
personnel conducting
seminars)                    $  208,672          $  550,816              $  9,089                 $  230,489

Totals                       $2,304,253          $6,990,384              $201,333                 $2,517,154






                                                                       Select US        Sustainable
Category of  Expense            Small Cap Growth    Select US Equity   Long/Short       Global Thematic
-----------  -------            ----------------    ----------------   ----------       ---------------
                                                                             
Advertising/
Marketing                       $    8,250          $    994           $    3,831        $    14,687

Printing and Mailing of
Prospectuses and Semi-Annual
and Annual Reports to Other
than Current Shareholders       $    4,317          $    389           $    3,333        $     7,126

Compensation to Underwriters    $  732,760          $ 94,265           $  588,006        $ 1,204,403

Compensation to Dealers         $  207,874          $ 20,785           $  150,531        $   346,521

Compensation to Sales
Personnel                       $  168,290          $ 20,079           $  241,964        $   230,331

Interest, Carrying or Other
Financing Charges               $      455          $     32           $      419        $       705

Other (Includes Personnel
costs of those home office
employees involved in the
distribution effort and the
travel-related expenses
incurred by the marketing
personnel conducting
seminars)                       $  108,549          $ 10,363           $   78,245        $   177,759

Totals                          $1,230,495          $146,907           $1,066,329        $ 1,981,532









Category of Expense             International Growth     Global Core Equity    International Strategic Core
-------------------             --------------------     ------------------    ----------------------------
                                                                      

Advertising/
Marketing                       $  5,384                  $    3               $ 1

Printing and Mailing of
Prospectuses and Semi-Annual
and Annual Reports to Other
than Current Shareholders       $  3,363                  $    1               $ 0

Compensation to Underwriters    $570,731                  $1,576               $12

Compensation to Dealers         $165,051                  $   48               $12

Compensation to Sales
Personnel                       $112,499                  $  135               $ 6

Interest, Carrying or Other
Financing Charges               $    410                  $    0               $ 0

Other (Includes Personnel
costs of those home office
employees involved in the
distribution effort and the
travel-related expenses
incurred by the marketing
personnel conducting
seminars)                       $ 86,134                  $   24               $ 4

Totals                          $943,572                  $1,787               $35


            During the fiscal year ended July 31, 2016 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and during the fiscal year ended June 30, 2016 for International Growth
with respect to Class B shares, the distribution services fees for expenditures
payable to ABI were as follows:

                                                          Percentage per
                                                          annum of the
                                                          aggregate
                                Distribution              average daily
                                services fees             net assets
                                for expenditures          attributable to
Fund                            payable to ABI            Class B shares
----                            --------------            --------------

Growth Fund                       $145,568                  1.00%
Large Cap Growth                  $293,137                  1.00%
Discovery Growth                  $ 17,052                  1.00%
Small Cap Growth                  $ 19,444                  1.00%
Sustainable Global Thematic       $115,606                  1.00%
International Growth              $ 33,117                  1.00%

            For the fiscal year ended July 31, 2016 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and
during the fiscal year ended June 30, 2016 for International Growth, expenses
incurred by each Fund and costs allocated to each Fund in connection with
activities primarily intended to result in the sale of Class B shares were as
follows:





                                                                                                             Sustainable
                                                                                                             Global
Category of Expense             Growth Fund       Large Cap Growth     Discovery Growth  Small Cap Growth    Thematic
-------------------             -----------       ----------------     ----------------  ----------------    --------
                                                                                             
Advertising/
Marketing                       $   421           $    838             $   48            $    51            $   332

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders            $   207           $    417             $   24            $    27            $   165

Compensation to
Underwriters                    $63,832           $115,344             $6,167            $ 7,897            $57,911

Compensation to Dealers         $ 2,405           $ 10,717             $  545            $   513            $ 1,612

Compensation to Sales
Personnel                       $ 7,093           $ 15,166             $  812            $   927            $ 5,912

Interest, Carrying or
Other Financing Charges         $   162           $    321             $   17            $    20            $   128

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)            $ 5,282           $ 10,633             $  630            $   700            $ 4,182

Totals                          $79,402           $153,436             $8,243            $10,135            $70,242








Category of Expense                 International Growth
-------------------                 --------------------

                                 
Advertising/
Marketing                           $    68

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders                $    48

Compensation to
Underwriters                        $10,875

Compensation to Dealers             $ 1,402

Compensation to Sales
Personnel                           $ 1,544

Interest, Carrying or
Other Financing Charges             $    23

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)                $ 1,238

Totals                              $15,198



            During the fiscal year ended July 31, 2016 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and during the fiscal year ended June 30, 2016 for International
Growth, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core
Equity and International Strategic Core with respect to Class C shares, the
distribution services fees for expenditures payable to ABI were as follows:

                                                          Percentage per
                                                          annum of the
                                                          aggregate
                                Distribution              average daily
                                services fees             net assets
                                for expenditures          attributable to
Fund                            payable to ABI            Class C shares
----                            --------------            --------------

Growth Fund                      $  689,128                   1.00%
Large Cap Growth                 $3,167,212                   1.00%
Concentrated Growth              $  178,546                   1.00%
Discovery Growth                 $  582,699                   1.00%
Small Cap Growth                 $  450,569                   1.00%
Select US Equity                 $  143,816                   1.00%
Select US Long/Short             $  168,041                   1.00%
Sustainable Global Thematic      $  643,580                   1.00%
International Growth             $  473,446                   1.00%
Global Core Equity               $      129                   1.00%
International Strategic Core     $       89                   1.00%

            For the fiscal year ended July 31, 2016 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and
during the fiscal year or period ended June 30, 2016 for International Growth,
Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity
and International Strategic Core expenses incurred by each Fund and costs
allocated to each Fund in connection with activities primarily intended to
result in the sale of Class C shares were as follows:




                                                                 Concentrated
Category of Expense          Growth Fund     Large Cap Growth    Growth           Discovery Growth    Small Cap Growth
-------------------          -----------     ----------------    ------------     ----------------    ----------------
                                                                                        
Advertising/
Marketing                    $  2,146        $    11,120          $    534          $   1,652          $  1,298

Printing and Mailing
of Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders         $    995        $     4,649          $    240          $     830          $    638

Compensation to
Underwriters                 $672,417        $ 3,635,942          $163,374          $ 566,121          $433,276

Compensation to
Dealers                      $ 47,658        $   197,341          $  6,398          $  36,905          $ 29,498

Compensation to Sales
Personnel                    $ 34,877        $   413,736          $ 46,840          $  38,038          $ 23,299

Interest, Carrying or
Other Financing
Charges                      $    811        $     4,175          $    177          $     636          $    474

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)                    $ 25,198        $   116,467          $  6,638          $  21,134          $ 16,637

Totals                       $784,102        $ 4,383,430          $224,201          $ 665,316          $505,120






                                                                                                Global
                             Select US       Select US         Sustainable      International   Core        International
Category of Expense          Equity          Long/Short        Global Thematic  Growth          Equity      Strategic Core
-------------------          ----------      ----------        ---------------  -------------   ------      --------------
                                                                                          
Advertising/
Marketing                    $    374        $    4,927        $  1,978         $  1,174        $  0        $0

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders         $    201        $    2,763        $    924         $    663        $  0        $0

Compensation to
Underwriters                 $121,683        $1,665,117        $623,301         $465,436        $ 31        $0

Compensation to Dealers      $  8,780        $  102,726        $ 41,809         $ 32,471        $  7        $5

Compensation to Sales
Personnel                    $  8,947        $  158,553        $ 29,470         $ 22,388        $  5        $0

Interest, Carrying or
Other Financing Charges      $    119        $    1,600        $    743         $    394        $  0        $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)         $  5,457        $   74,056        $ 23,517         $ 17,665        $  1        $0

Totals                       $145,561        $2,009,742        $721,742         $540,191        $ 44        $5



            During the fiscal year ended July 31, 2016 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and during the fiscal year ended June 30, 2016 for International
Growth, Concentrated Growth, Select US Equity and Select US Long/Short with
respect to Class R shares, the distribution services fees for expenditures
payable to ABI were as follows:


                                                          Percentage per
                                                          annum of the
                                                          aggregate
                                Distribution              average daily
                                services fees             net assets
                                for expenditures          attributable to
Fund                            payable to ABI            Class R shares
----                            --------------            --------------

Growth Fund                      $  6,635                     .50%
Large Cap Growth                 $159,057                     .50%
Concentrated Growth              $    129                     .50%
Discovery Growth                 $150,346                     .50%
Small Cap Growth                 $216,903                     .50%
Select US Equity                 $     74                     .50%
Select US Long/Short             $  3,210                     .50%
Sustainable Global Thematic      $ 15,255                     .50%
International Growth             $ 67,667                     .50%

            For the fiscal year ended July 31, 2016 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and
during the fiscal year ended June 30, 2016 for International Growth,
Concentrated Growth, Select US Equity and Select US Long/Short expenses incurred
by each Fund and costs allocated to each Fund in connection with activities
primarily intended to result in the sale of Class R shares were as follows:





                                                                  Concentrated
Category of Expense          Growth Fund     Large Cap Growth     Growth          Discovery Growth     Small Cap Growth
-------------------          -----------     ----------------     -------------   ----------------     ----------------
                                                                                        

Advertising/
Marketing                    $   54         $  2,923              $  1           $    484             $     47

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders                 $   21         $    540              $  0           $    434             $    580

Compensation to
Underwriters                 $6,378         $153,505              $ 86           $149,796             $215,878

Compensation to
Dealers                      $  964         $ 27,122              $ 16           $ 20,387             $ 27,949

Compensation to Sales
Personnel                    $  932         $ 51,326              $ 68           $ 33,790             $ 36,482

Interest, Carrying or
Other Financing
Charges                      $    2         $     39              $  0           $     42             $     65

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)                    $  500         $ 20,272              $  6           $  8,728             $  9,802

  Totals                     $8,851         $255,727              $177           $213,661             $290,803






                                                   Select US        Sustainable        International
Category of Expense            Select US Equity    Long/Short       Global Thematic    Growth
-------------------            ----------------    ----------       ---------------    -------------
                                                                           

Advertising/
Marketing                       $0                 $   31            $     55          $       0

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders            $0                 $    9            $     45          $     200

Compensation to
Underwriters                    $0                 $3,233            $ 15,018          $  65,392

Compensation to Dealers         $8                 $  490            $  2,100          $   8,631

Compensation to Sales
Personnel                       $0                 $1,009            $  2,127          $   9,743

Interest, Carrying or
Other Financing Charges         $0                 $    1            $      4          $      23

Other (Includes Personnel
costs of those home office
employees involved in the
distribution effort and
the travel-related
expenses incurred by the
marketing personnel
conducting seminars)            $0                 $  304            $    955          $   2,733

Totals                          $8                 $5,077            $ 20,304          $  86,722




            During the fiscal year ended July 31, 2016 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and during the fiscal year ended June 30, 2016 for International
Growth, Concentrated Growth, Select US Equity and Select US Long/Short with
respect to Class K shares, the distribution services fees for expenditures
payable to ABI were as follows:

                                                          Percentage per
                                                          annum of the
                                                          aggregate
                                Distribution              average daily
                                services fees             net assets
                                for expenditures          attributable to
Fund                            payable to ABI            Class K shares
----                            --------------            --------------

Growth Fund                      $  6,103                    .25%
Large Cap Growth                 $172,173                    .25%
Concentrated Growth              $    195                    .25%
Discovery Growth                 $ 42,941                    .25%
Small Cap Growth                 $177,771                    .25%
Select US Equity                 $  9,109                    .25%
Select US Long/Short             $     75                    .25%
Sustainable Global Thematic      $ 22,242                    .25%
International Growth             $ 12,900                    .25%


            For the fiscal year ended July 31, 2016 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and
during the fiscal year ended June 30, 2016 for International Growth,
Concentrated Growth, Select US Equity and Select US Long/Short expenses incurred
by each Fund and costs allocated to each Fund in connection with activities
primarily intended to result in the sale of Class K shares were as follows:





                             Large Cap      Concentrated     Discovery    Small
Category of Expense          Growth Fund    Growth           Growth       Growth          Cap Growth
-------------------          -----------    ------------     ---------    ------          ----------
                                                                            
Advertising/
Marketing                     $    8        $   1,581        $  0        $     10         $  1,594

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders          $    2        $     374        $  0        $    115         $    889

Compensation to
Underwriters                  $5,083        $ 151,054        $136        $ 39,285         $167,051

Compensation to Dealers       $  101        $  17,520        $  6        $  5,864         $ 44,072

Compensation to Sales
Personnel                     $  243        $  44,794        $  0        $  6,918         $ 35,891

Interest, Carrying or
Other Financing Charges       $    0        $      26        $  0        $     14         $     94

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)          $   67        $  11,770           0        $  2,165         $ 21,578

Totals                        $5,504        $ 227,119        $142         $54,371         $271,169






                                                                   Sustainable
                                                   Select US       Global           International
Category of Expense          Select US Equity      Long/Short      Thematic         Growth
-------------------          ----------------      ----------      -------------    -------------
                                                                        
Advertising/
Marketing                    $    0                $ 0            $    29           $    56

Printing and Mailing
of Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders         $    0                $ 0            $     8           $    32

Compensation to
Underwriters                 $7,566                $39            $18,494           $11,586

Compensation to
Dealers                      $    4                $ 6            $   363           $ 1,612

Compensation to Sales
Personnel                    $    4                $ 0            $   273           $ 1,171

Interest, Carrying or
Other Financing
Charges                      $    0                $ 0            $     1           $     4

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)                    $    3                $ 0            $   232           $   860

Totals                       $7,577                $45            $19,400           $15,321




             For the fiscal year ended July 31, 2016 for Large Cap Growth,
Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during
the fiscal year ended June 30, 2016 for International Growth, Concentrated
Growth, Select US Equity, Select US Long/Short, Global Core Equity and
International Strategic Core the amount of, and percentage of each class's net
assets, of unreimbursed distribution expenses incurred and carried over of
reimbursement in future years in respect of the Class B, Class C, Class R and
Class K shares of each Fund were as follows:




Class                          Large Cap Growth         Concentrated Growth      Discovery Growth
-----                          ----------------         -------------------      ----------------
                                                                        
Class B                       $177,383,536                   N/A                 $5,757,573

(% of the net assets of
Class B)                            668.20%%                0.00%                    418.99%

Class C                       $ 19,376,923              $138,996                 $2,844,172

(% of the net assets of
Class C)                              4.96%                 0.71%                      5.45%

Class R                       $    370,170              $      0                 $  427,003

(% of the net assets of
Class R)                              0.91%                 0.00%                      1.37%

Class K                       $    523,098              $      0                 $  298,044

(% of the net assets of
Class K)                              0.69%                 0.00%                      1.84%






Class                        Small Cap Growth         Select US Equity        Select US Long/Short
-----                        ----------------         ----------------        ---------------------
                                                                     
Class B                       $20,229,588                     N/A                      N/A

(% of the net assets of
Class B)                         1,209.90%                   0.00%                      0.00%

Class C                       $ 2,690,603               $  56,210                 $1,070,849

(% of the net assets of
Class C)                             6.88%                   0.45%                      0.67%

Class R                       $   538,950               $     125                 $    4,402

(% of the net assets of
Class R)                             1.34%                   0.86%                      0.63%

Class K                       $   583,091               $   3,073                 $        0

(% of the net assets of
Class K)                             0.84%                   0.08%                      0.00%







                             Sustainable
                             Global                International         Global Core        International
Class                        Thematic              Growth                Equity             Strategic Core
-----                        --------              -------------         -----------        --------------
                                                                                  

Class B                       $64,488,186           $5,192,456              N/A                N/A

(% of the net assets of
Class B)                           591.67%              259.67%            0.00%                0.00%

Class C                       $ 8,231,496           $4,387,061            $   0               $    0

(% of the net assets of
Class C)                            12.72%               10.75%            0.00%                0.00%

Class R                       $   283,575           $  812,756              N/A                  N/A

(% of the net assets of
Class R)                             9.64%                6.53%            0.00%                0.00%

Class K                       $    80,949           $  217,454              N/A                 N/A

(% of the net assets of
Class K)                             0.86%               4.35%             0.00%                0.00%



Transfer Agency Agreement
-------------------------

            ABIS, an indirect wholly-owned subsidiary of the Adviser, located
principally at 8000 IH 10 W, 4th Floor, San Antonio, Texas 78230, receives a
transfer agency fee per account holder of each of the Class A shares, Class B
shares, Class C shares, Class R shares, Class K shares, Class I shares, Class Z
shares and Advisor Class shares of the Funds plus reimbursement for
out-of-pocket expenses. For the fiscal year ended July 31, 2016 for Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global
Thematic and for the fiscal year ended June 30, 2016 for International Growth,
Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity
and International Strategic Core, the Funds paid ABIS $756,017, $1,592,494,
$859,293, $545,986, $1,068,640, $328,555, $68,709, $56,180, $291,609, $22,940
and $233, respectively, for transfer agency services.

            ABIS acts as the transfer agent for each Fund. ABIS registers the
transfer, issuance and redemption of Fund shares and disburses dividends and
other distributions to Fund shareholders.

            Many Fund shares are owned by selected dealers or selected agents,
as defined below, financial intermediaries or other financial representatives
("financial intermediaries") for the benefit of their customers. In those cases,
the Funds often do not maintain an account for you. Thus, some or all of the
transfer agency functions for these accounts are performed by the financial
intermediaries. Retirement plans may also hold Fund shares in the name of the
plan, rather than the participant. Financial intermediaries and recordkeepers,
who may have affiliated financial intermediaries who sell shares of the AB
Mutual Funds, may be paid by a Fund, the Adviser, ABI and ABIS (i) account fees
in amounts up to $19 per account per annum, (ii) asset-based fees of up to 0.25%
(except in respect of a limited number of intermediaries) per annum of the
average daily assets held through the intermediary, or (iii) a combination of
both. These amounts include fees for shareholder servicing, sub-transfer agency,
sub-accounting and recordkeeping services. These amounts do not include fees for
shareholder servicing that may be paid separately by the Fund pursuant to its
Rule 12b-1 plan. Amounts paid by a Fund for these services are included in
"Other Expenses" under "Fees and Expenses of the Fund" in the Summary
Information section of the Prospectus. In addition, financial intermediaries may
be affiliates of entities that receive compensation from the Adviser or ABI for
maintaining retirement plan "platforms" that facilitate trading by affiliated
and non-affiliated financial intermediaries and recordkeeping for retirement
plans.

            Because financial intermediaries and plan recordkeepers may be paid
varying amounts per class for sub-transfer agency and related recordkeeping
services, the service requirements of which may also vary by class, this may
create an additional incentive for financial intermediaries and their financial
advisors to favor one fund complex over another or one class of shares over
another.


--------------------------------------------------------------------------------

                               PURCHASE OF SHARES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds".

            Effective January 31, 2009, sales of Class B shares of the Funds to
new investors were suspended. Class B shares are only issued (i) upon the
exchange of Class B shares from another AB Fund, (ii) for purposes of dividend
reinvestment, (iii) through the Fund's Automatic Investment Program for accounts
that established the Program prior to January 31, 2009, and (iv) for purchase of
additional Class B shares by Class B shareholders as of January 31, 2009. The
ability to establish a new Automatic Investment Program for accounts containing
Class B shares was suspended as of January 31, 2009.

General
-------

            Shares of the Funds are offered on a continuous basis at a price
equal to its NAV plus an initial sales charge at the time of purchase (the
"Class A shares"), with a contingent deferred sales charge ("CDSC") (the "Class
B shares"), without any initial sales charge and, as long as the shares are held
for one year or more, without any CDSC ("Class C shares"), to group retirement
plans, as defined below, eligible to purchase Class R shares, without any
initial sales charge or CDSC ("Class R shares"), to group retirement plans
eligible to purchase Class K shares without any initial sales charge or CDSC
("Class K shares"), to group retirement plans and certain investment advisory
clients of, and certain other persons associated with, the Adviser and its
affiliates eligible to purchase Class I shares, without any initial sales charge
or CDSC ("Class I shares"), with respect to Discovery Growth, Concentrated
Growth, Large Cap Growth and Small Cap Growth, to group retirement plans, as
defined below, eligible to purchase Class Z shares, without any initial sales
charge or CDSC ("Class Z shares") or to investors eligible to purchase Advisor
Class shares, without any initial sales charge or CDSC ("Advisor Class shares"),
in each case as described below. "Group retirement plans" are defined as 401(k)
plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money
purchase pension plans, defined benefit plans, and non-qualified deferred
compensation plans where plan level or omnibus accounts are held on the books of
the Fund. All classes of shares of the Funds, except Class I, Class Z and
Advisor Class shares, are subject to Rule 12b-1 asset-based sales charges.
Shares of the Funds that are offered subject to a sales charge are offered
through (i) investment dealers that are members of Financial Industry Regulatory
Authority and have entered into selected dealer agreements with ABI ("selected
dealers"), (ii) depository institutions and other financial intermediaries or
their affiliates, that have entered into selected agent agreements with ABI
("selected agents"), and (iii) ABI. Concentrated Growth, Select US Equity,
Select US Long/Short, Global Core Equity and International Strategic Core do not
offer Class B Shares.

            Investors may purchase shares of the Funds either through financial
intermediaries or directly through ABI. A transaction, service, administrative
or other similar fee may be charged by your financial intermediary with respect
to the purchase, sale or exchange of shares made through the financial
intermediary. Such financial intermediaries may also impose requirements with
respect to the purchase, sale or exchange of shares that are different from, or
in addition to, those imposed by the Funds, including requirements as to the
classes of shares available through that financial intermediary and the minimum
initial and subsequent investment amounts. The Funds are not responsible for,
and have no control over, the decision of any financial intermediary to impose
such differing requirements. Sales personnel of financial intermediaries
distributing the Funds' shares may receive differing compensation for selling
different classes of shares.

            In order to open your account, a Fund or your financial intermediary
is required to obtain certain information from you for identification purposes.
This information may include name, date of birth, permanent residential address
and social security/taxpayer identification number. It will not be possible to
establish your account without this information. If the Fund or your financial
intermediary is unable to verify the information provided, your account may be
closed and other appropriate action may be taken as permitted by law.

Frequent Purchases and Sales of Fund Shares
-------------------------------------------

            Each Fund's Board has adopted policies and procedures designed to
detect and deter frequent purchases and redemptions of Fund shares or excessive
or short-term trading that may disadvantage long-term Fund shareholders. These
policies are described below. There is no guarantee that the Funds will be able
to detect excessive or short-term trading or to identify shareholders engaged in
such practices, particularly with respect to transactions in omnibus accounts.
Shareholders should be aware that application of these policies may have adverse
consequences, as described below, and should avoid frequent trading in Fund
shares through purchases, sales and exchanges of shares. Each Fund reserves the
right to restrict, reject or cancel, without any prior notice, any purchase or
exchange order for any reason, including any purchase or exchange order accepted
by any shareholder's financial intermediary.

            Risks Associated With Excessive or Short-Term Trading Generally.
While the Funds will try to prevent market timing by utilizing the procedures
described below, these procedures may not be successful in identifying or
stopping excessive or short-term trading in all circumstances. By realizing
profits through short-term trading, shareholders that engage in rapid purchases
and sales or exchanges of a Fund's shares dilute the value of shares held by
long-term shareholders. Volatility resulting from excessive purchases and sales
or exchanges of Fund shares, especially involving large dollar amounts, may
disrupt efficient portfolio management and cause a Fund to sell shares at
inopportune times to raise cash to accommodate redemptions relating to
short-term trading. In particular, a Fund may have difficulty implementing its
long-term investment strategies if it is forced to maintain a higher level of
its assets in cash to accommodate significant short-term trading activity. In
addition, a Fund may incur increased administrative and other expenses due to
excessive or short-term trading, including increased brokerage costs and
realization of taxable capital gains.

            Funds that may invest significantly in securities of foreign issuers
may be particularly susceptible to short-term trading strategies. This is
because securities of foreign issuers are typically traded on markets that close
well before the time a Fund ordinarily calculates its NAV at 4:00 p.m., Eastern
time, which gives rise to the possibility that developments may have occurred in
the interim that would affect the value of these securities. The time zone
differences among international stock markets can allow a shareholder engaging
in a short-term trading strategy to exploit differences in Fund share prices
that are based on closing prices of securities of foreign issuers established
some time before the Fund calculates its own share price (referred to as "time
zone arbitrage"). The Funds have procedures, referred to as fair value pricing,
designed to adjust closing market prices of securities of foreign issuers to
reflect what is believed to be the fair value of those securities at the time a
Fund calculates its NAV. While there is no assurance, the Funds expect that the
use of fair value pricing, in addition to the short-term trading policies
discussed below, will significantly reduce a shareholder's ability to engage in
time zone arbitrage to the detriment of other Fund shareholders.

            A shareholder engaging in a short-term trading strategy may also
target a Fund that does not invest primarily in securities of foreign issuers.
Any Fund that invests in securities that are, among other things, thinly traded,
traded infrequently or relatively illiquid has the risk that the current market
price for the securities may not accurately reflect current market values. A
shareholder may seek to engage in short-term trading to take advantage of these
pricing differences (referred to as "price arbitrage"). All Funds may be
adversely affected by price arbitrage.

            Policy Regarding Short-Term Trading. Purchases and exchanges of
shares of the Fund should be made for investment purposes only. The Funds seek
to prevent patterns of excessive purchases and sales or exchanges of Fund
shares. The Funds seek to prevent such practices to the extent they are detected
by the procedures described below, subject to the Funds' ability to monitor
purchase, sale and exchange activity. The Funds reserve the right to modify this
policy, including any surveillance or account blocking procedures established
from time to time to effectuate this policy, at any time without notice.

      o     Transaction Surveillance Procedures. The Funds, through their
            agents, ABI and ABIS, maintain surveillance procedures to detect
            excessive or short-term trading in Fund shares. This surveillance
            process involves several factors, which include scrutinizing
            transactions in Fund shares that exceed certain monetary thresholds
            or numerical limits within a specified period of time. Generally,
            more than two exchanges of Fund shares during any 60-day period or
            purchases of shares followed by a sale within 60 days will be
            identified by these surveillance procedures. For purposes of these
            transaction surveillance procedures, the Funds may consider trading
            activity in multiple accounts under common ownership, control or
            influence. Trading activity identified by either, or a combination,
            of these factors, or as a result of any other information available
            at the time, will be evaluated to determine whether such activity
            might constitute excessive or short-term trading. With respect to
            managed or discretionary accounts for which the account owner gives
            his/her broker, investment adviser or other third party authority to
            buy and sell Fund shares, the Funds may consider trades initiated by
            the account owner, such as trades initiated in connection with bona
            fide cash management purposes, separately in their analysis. These
            surveillance procedures may be modified from time to time, as
            necessary or appropriate to improve the detection of excessive or
            short-term trading or to address specific circumstances.

      o     Account Blocking Procedures. If the Funds determine, in their sole
            discretion, that a particular transaction or pattern of transactions
            identified by the transaction surveillance procedures described
            above is excessive or short-term trading in nature, the Funds will
            take remedial action that may include issuing a warning, revoking
            certain account-related privileges (such as the ability to place
            purchase, sale and exchange orders over the internet or by phone) or
            prohibiting or "blocking" future purchase or exchange activity.
            However, sales of Fund shares back to a Fund or redemptions will
            continue to be permitted in accordance with the terms of the Fund's
            current Prospectus. As a result, unless the shareholder redeems his
            or her shares, which may have consequences if the shares have
            declined in value, a CDSC is applicable or adverse tax consequences
            may result, the shareholder may be "locked" into an unsuitable
            investment. A blocked account will generally remain blocked for 90
            days. Subsequent detections of excessive or short-term trading may
            result in an indefinite account block or an account block until the
            account holder or the associated broker, dealer or other financial
            intermediary provides evidence or assurance acceptable to the Fund
            that the account holder did not or will not in the future engage in
            excessive or short-term trading.

      o     Applications of Surveillance Procedures and Restrictions to Omnibus
            Accounts. Omnibus account arrangements are common forms of holding
            shares of the Funds, particularly among certain brokers, dealers and
            other financial intermediaries, including sponsors of retirement
            plans and variable insurance products. The Funds apply their
            surveillance procedures to these omnibus account arrangements. As
            required by SEC rules, the Funds have entered into agreements with
            all of its financial intermediaries that require the financial
            intermediaries to provide the Funds, upon the request of the Funds
            or their agents, with individual account level information about
            their transactions. If the Funds detect excessive trading through
            its monitoring of omnibus accounts, including trading at the
            individual account level, the financial intermediaries will also
            execute instructions from the Funds to take actions to curtail the
            activity, which may include applying blocks to accounts to prohibit
            future purchases and exchanges of Fund shares. For certain
            retirement plan accounts, the Funds may request that the retirement
            plan or other intermediary revoke the relevant participant's
            privilege to effect transactions in Fund shares via the internet or
            telephone, in which case the relevant participant must submit future
            transaction orders via the U.S. Postal Service (i.e., regular mail).

Purchase of Shares
------------------

            A Fund reserves the right to suspend the sale of its shares to the
public in response to conditions in the securities markets or for other reasons.
If the Fund suspends the sale of its shares, shareholders will not be able to
acquire its shares, including through an exchange.

            The public offering price of shares of a Fund is its NAV, plus, in
the case of Class A shares of the Fund, a sales charge. On each Fund business
day on which a purchase or redemption order is received by the Fund and trading
in the types of securities in which the Fund invests might materially affect the
value of the Fund's shares, the NAV per share is computed as of the Fund Closing
Time, which is the close of regular trading on each day the Exchange is open
(ordinarily 4:00 p.m., Eastern time, but sometimes earlier, as in the case of
scheduled half-day trading or unscheduled suspensions of trading) by dividing
the value of the total assets attributable to a class, less its liabilities, by
the total number of its shares then outstanding. A Fund business day is any day
on which the Exchange is open for trading.

            The respective NAVs of the various classes of shares of a Fund are
expected to be substantially the same. However, the NAVs of the Class B, Class C
and Class R shares of the Fund will generally be slightly lower than the NAVs of
the Class A, Class K, Class I, Class Z and Advisor Class shares of the Fund, as
a result of the differential daily expense accruals of the higher distribution
and, in some cases, transfer agency fees applicable with respect to those
classes of shares.

            A Fund will accept unconditional orders for its shares to be
executed at the public offering price equal to its NAV next determined (plus
applicable Class A sales charges), as described below. Orders received by ABIS
prior to the Fund Closing Time are priced at the NAV computed as of the Fund
Closing Time on that day (plus applicable Class A sales charges). In the case of
orders for purchase of shares placed through financial intermediaries, the
applicable public offering price will be the NAV as so determined, but only if
the financial intermediary receives the order prior to the Fund Closing Time.
The financial intermediary is responsible for transmitting such orders by a
prescribed time to the Fund or its transfer agent. If the financial intermediary
fails to do so, the investor will not receive that day's NAV. If the financial
intermediary receives the order after the Fund Closing Time, the price received
by the investor will be based on the NAV determined as of the Fund Closing Time
on the next business day.

            A Fund may, at its sole option, accept securities as payment for
shares of the Fund, including from certain affiliates of the Fund in accordance
with the Fund's procedures, if the Adviser believes that the securities are
appropriate investments for the Fund. The securities are valued by the method
described under "Net Asset Value" below as of the date the Fund receives the
securities and corresponding documentation necessary to transfer the securities
to the Fund. This is a taxable transaction to the shareholder.

            Following the initial purchase of the Fund's shares, a shareholder
may place orders to purchase additional shares by telephone if the shareholder
has completed the appropriate portion of the Mutual Fund Application or an
"Autobuy" application, both of which may be obtained by calling the "For
Literature" telephone number shown on the cover of this SAI. Except with respect
to certain omnibus accounts, telephone purchase orders with payment by
electronic funds transfer may not exceed $500,000. Payment for shares purchased
by telephone can be made only by electronic funds transfer from a bank account
maintained by the shareholder at a bank that is a member of the National
Automated Clearing House Association ("NACHA"). Telephone purchase requests must
be received before the Fund Closing Time on a Fund business day to receive that
day's public offering price. Telephone purchase requests received after the Fund
Closing Time are automatically placed the following Fund business day, and the
applicable public offering price will be the public offering price determined as
of the Fund Closing Time on such following business day.

            Full and fractional shares are credited to a shareholder's account
in the amount of his or her subscription. As a convenience, and to avoid
unnecessary expense to the Fund, the Fund will not issue share certificates
representing shares of the Fund. Ownership of the Fund's shares will be shown on
the books of the Fund's transfer agent.

            Each class of shares of the Funds represents an interest in the same
portfolio of investments of the Fund, has the same rights and is identical in
all respects, except that (i) Class A shares bear the expense of the initial
sales charge (or CDSC, when applicable) and Class B shares and Class C shares
bear the expense of the CDSC, (ii) depending on the Fund, Class B shares, Class
C shares and Class R shares typically each bear the expense of a higher
distribution services fee than that borne by Class A shares and Class K shares;
and Class I shares, Class Z shares and Advisor Class shares do not bear such a
fee, (iii) Class B and Class C shares are subject to a conversion feature and
will convert to Class A shares under certain circumstances, and (iv) each of
Class A, Class B, Class C, Class R and Class K shares has exclusive voting
rights with respect to provisions of the Plan pursuant to which its distribution
services fee is paid and other matters for which separate class voting is
appropriate under applicable law, provided that, if the Fund submits to a vote
of the Class A shareholders an amendment to the Plan that would materially
increase the amount to be paid thereunder with respect to the Class A shares,
then such amendment will also be submitted to the Class B and Class C
shareholders because the Class B and Class C shares convert to Class A shares
under certain circumstances, and the Class A shareholders, the Class B
shareholders and the Class C shareholders will vote separately by class. Each
class has different exchange privileges and certain different shareholder
service options available.

            The Directors of the Funds have determined that currently no
conflict of interest exists between or among the classes of shares of the Funds.
On an ongoing basis, the Directors of the Funds, pursuant to their fiduciary
duties under the 1940 Act and state law, will seek to ensure that no such
conflict arises.

Alternative Purchase Arrangements
---------------------------------

            Classes A, B and C Shares. Class A, Class B and Class C shares have
the following alternative purchase arrangements: Class A shares are generally
offered with an initial sales charge, Class B shares are generally offered with
a CDSC and Class C shares are sold to investors choosing the asset-based sales
charge alternative. Special purchase arrangements are available for group
retirement plans. See "Alternative Purchase Arrangements - Group Retirement
Plans and Tax-Deferred Accounts" below. These alternative purchase arrangements
permit an investor to choose the method of purchasing shares that is most
beneficial given the amount of the purchase, the length of time the investor
expects to hold the shares, and other circumstances. Investors should consider
whether, during the anticipated life of their investment in the Fund, the
accumulated distribution services fee and CDSC on Class B or Class C shares
prior to conversion would be less than the initial sales charge and accumulated
distribution services fee on Class A shares purchased at the same time, and to
what extent such differential would be offset by the higher return of Class A
shares. Class A shares will normally be more beneficial than Class B shares to
the investor who qualifies for reduced initial sales charges on Class A shares,
as described below. In this regard, ABI will reject any order (except orders
from certain group retirement plans) for more than $100,000 for Class B shares
(see "Alternative Purchase Arrangements - Group Retirement Plans and
Tax-Deferred Accounts" below). Class C shares will normally not be suitable for
the investor who qualifies to purchase Class A shares at NAV. For this reason,
ABI will reject any order for more than $1,000,000 for Class C shares.

            Class A shares are subject to a lower distribution services fee and,
accordingly, pay correspondingly higher dividends per share than Class B shares
or Class C shares. However, because initial sales charges are deducted at the
time of purchase, most investors purchasing Class A shares would not have all of
their funds invested initially and, therefore, would initially own fewer shares.
Investors not qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might consider
purchasing Class A shares because the accumulated continuing distribution
charges on Class B shares or Class C shares may exceed the initial sales charge
on Class A shares during the life of the investment. Again, however, such
investors must weigh this consideration against the fact that, because of such
initial sales charges, not all of their funds will be invested initially.

            Other investors might determine, however, that it would be more
advantageous to purchase Class B shares or Class C shares in order to have all
of their funds invested initially, although remaining subject to higher
continuing distribution charges and being subject to a CDSC for a four-year and
one-year period, respectively. For example, based on current fees and expenses,
an investor subject to the 4.25% initial sales charge on Class A shares would
have to hold his or her investment approximately seven years for the Class C
distribution services fee to exceed the initial sales charge plus the
accumulated distribution services fee of Class A shares. In this example, an
investor intending to maintain his or her investment for a longer period might
consider purchasing Class A shares. This example does not take into account the
time value of money, which further reduces the impact of the Class C
distribution services fees on the investment, fluctuations in NAV or the effect
of different performance assumptions.

            Those investors who prefer to have all of their funds invested
initially but may not wish to retain Fund shares for the four-year period during
which Class B shares are subject to a CDSC may find it more advantageous to
purchase Class C shares.

Compensation Paid to Principal Underwriter
------------------------------------------

            During the fiscal years ended July 31, 2016, July 31, 2015 and July
31, 2015, the aggregate amounts of underwriting commissions payable with respect
to shares of the Growth Fund were $166,971, $168,613 and $36,512, respectively.
Of those amounts, ABI retained $9,847, $9,241 and $7,523, respectively,
representing that portion of the sales charges paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal years ended July 31, 2016, July 31, 2015 and July
31, 2014, the aggregate amounts of underwriting commissions payable with respect
to shares of Large Cap Growth were $1,856,864, $794,522 and $407,173,
respectively. Of those amounts, ABI retained $102,219, $44,532 and $21,081,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended June 30, 2016, June 30, 2015 and June
30, 2014, the aggregate amount of underwriting commissions payable with respect
to shares of Concentrated Growth were $209,738, $145,430 and $1,060,
respectively. Of that amount, ABI retained $12,666, $9,946 and $60,
respectively, representing that portion of the sales charge paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended July 31, 2016, July 31, 2015 and July
31, 2014, the aggregate amounts of underwriting commissions payable with respect
to shares of Discovery Growth were $239,712, $315,757 and $741,734,
respectively. Of those amounts, ABI retained $8,197, $13,936 and $34,980,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended July 31, 2016, July 31, 2015 and July
31, 2014, the aggregate amounts of underwriting commissions payable with respect
to shares of Small Cap Growth were $91,505, $142,866 and $268,867, respectively.
Of those amounts, ABI retained $2,497, $4,148 and $10,084, respectively,
representing that portion of the sales charges paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal year or period ended June 30, 2016, June 30, 2015
and June 30, 2014 the aggregate amounts of underwriting commissions payable with
respect to shares of Select US Equity were $43,210, $65,291 and $117,048,
respectively. Of that amount, ABI retained $1,325, $4,848 and $7,293,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal year or period ended June 30, 2016, June 30, 2015
and June 30, 2014, the aggregate amount of underwriting commissions payable with
respect to shares of Select US Long/Short was $218,605, $1,276,768 and
$2,424,627, respectively. Of that amount, ABI retained $13,459, $76,326 and
$142,804, representing that portion of the sales charges paid on Class A shares
which was not reallocated to selected dealers.

            During the fiscal years ended July 31, 2016, July 31, 2015 and July
31, 2014, the aggregate amounts of underwriting commissions payable with respect
to shares of Sustainable Global Thematic were $128,649, $147,925 and $145,689,
respectively. Of those amounts, ABI retained $6,976, $8,173 and $7,434,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended June 30, 2016, June 30, 2015 and June
30, 2014, the aggregate amounts of underwriting commissions payable with respect
to shares of International Growth were $41,114, $66,905 and $86,833,
respectively. Of those amounts, ABI retained $1,336, $2,721 and $3,243,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal year or period ended June 30, 2016 and June 30,
2015, the aggregate amounts of underwriting commissions payable with respect to
shares of Global Core Equity were $2,624 and $6,845, respectively. Of those
amounts, ABI retained $126 and $16, respectively, representing that portion of
the sales charges paid on Class A shares which was not reallocated to selected
dealers.

            During the fiscal period ended June 30, 2016, the aggregate amount
of underwriting commissions payable with respect to shares of International
Strategic Core was $7. Of that amount, ABI retained $7, representing that
portion of the sales charges paid on Class A shares which was not reallocated to
selected dealers.

            The following table shows the CDSCs received by ABI from each share
class during the Funds' last three fiscal years or since inception.





                                                Amounts             Amounts                Amounts
Fiscal Year                                     ABI Received        ABI Received           ABI Received
Ended                                           In CDSCs            In CDSCs               In CDSCs
July 31/                                        From                From                   From
June 30           Fund                          Class A Shares      Class B Shares         Class C Shares
-------           ----                          --------------      ---------------        --------------
                                                                                

2016              Growth Fund                      $2,671              $7,969                $1,624
2015                                               $2,811              $9,577                $1,509
2014                                                2,097              12,726                 2,103

2016              Large Cap Growth                 $9,327             $10,141               $30,170
2015                                              $17,577             $14,725                $6,774
2014                                                5,769              20,438                 4,451

2016              Concentrated Growth              $2,450                 N/A                $6,332
2015                                                   $0                 N/A                  $930
2014                                                    0                 N/A                     0

2016              Discovery Growth                $36,487                $673                $4,592
2015                                               $4,588              $1,606               $14,100
2014                                                6,163                 780                12,558

2016              Small Cap Growth                 $8,087                $867                $2,706
2015                                               $3,976              $1,423               $18,436
2014                                               13,751                 920                 9,403

2016              Select US Equity                    $93                 N/A                $1,546
2015                                               $6,121                 N/A                $2,396
2014                                                    0                 N/A                 4,898

2016              Select US Long/Short             $9,794                 N/A               $38,550
2015                                                 $506                 N/A               $84,677
2014                                                  279                 N/A                19,178

2016              Sustainable Global Thematic      $3,975              $6,604                $4,091
2015                                               $3,542             $12,797                $2,036
2014                                                6,102              13,828                 2,274

2016              International Growth             $4,514                $963                $1,354
2015                                               $6,527              $2,199                  $650
2014                                                5,743               2,132                 2,724

2016              Global Core Equity                   $0                 N/A                    $0
2015                                                   $0                 N/A                    $0


2016              International Strategic Core         $0                 N/A                    $0



Class A Shares.
----------------

            The public offering price of Class A shares is the NAV plus a sales
charge, as set forth below:

                                               Sales Charge
                                               ------------


                                                                                          Discount or
                                                        As %             As %              Commission
                                                       of Net           of the           to Dealers or
                                                       Amount           Public          Agents of up to
Amount of Purchase                                    Invested      Offering Price    % of Offering Price
                                                      --------      --------------    -------------------
                                                                                   
Up to $100,000...............................          4.44%           4.25%                4.00%
$100,000 up to $250,000......................          3.36            3.25                 3.00
$250,000 up to $500,000......................          2.30            2.25                 2.00
$500,000 up to $1,000,000*...................          1.78            1.75                 1.50


--------------------
* There is no initial sales charge on transactions of $1,000,000 or more.

            All or a portion of the initial sales charge may be paid to your
financial representative. With respect to purchases of $1,000,000 or more, Class
A shares of a Fund redeemed within one year of purchase may be subject to a CDSC
of up to 1%. The CDSC on Class A shares will be waived on certain redemptions,
as described below under "Contingent Deferred Sales Charge". A Fund receives the
entire NAV of its Class A shares sold to investors. ABI's commission is the
sales charge shown above less any applicable discount or commission "re-allowed"
to selected dealers and agents. ABI will re-allow discounts to selected dealers
and agents in the amounts indicated in the table above. In this regard, ABI may
elect to re-allow the entire sales charge to selected dealers and agents for all
sales with respect to which orders are placed with ABI. A selected dealer who
receives re-allowance in excess of 90% of such a sales charge may be deemed to
be an "underwriter" under the Securities Act.

            No initial sales charge is imposed on Class A shares issued (i)
pursuant to the automatic reinvestment of income dividends or capital gains
distributions, (ii) in exchange for Class A shares of other "AB Mutual Funds"
(as that term is defined under "Combined Purchase Privilege" below), except that
an initial sales charge will be imposed on Class A shares issued in exchange for
Class A shares of AB Government Exchange Reserves that were purchased for cash
without the payment of an initial sales charge and without being subject to a
CDSC, or (iii) upon the automatic conversion of Class B shares of a Fund as
described below under "Class B Shares - Conversion Feature".

            Commissions may be paid to selected dealers or agents who initiate
or are responsible for Class A share purchases by a single shareholder of
$1,000,000 or more that are not subject to an initial sales charge at up to the
following rates: 1.00% on purchase amounts up to $3,000,000; plus 0.75% on
purchase amounts over $3,000,000 up to $5,000,000; plus 0.50% on purchase
amounts over $5,000,000. Commissions are paid based on cumulative purchases by
a shareholder over the life of an account with no adjustments for redemptions,
transfers or market declines.

            In addition to the circumstances described above, certain types of
investors may be entitled to pay no initial sales charge in certain
circumstances described below.

            Class A Shares - Sales at NAV. A Fund may sell its Class A shares at
NAV (i.e., without any initial sales charge) to certain categories of investors
including:

            (i)   investment management clients of the Adviser or its
                  affiliates, including clients and prospective clients of the
                  Adviser's AllianceBernstein Institutional Investment
                  Management Division;

            (ii)  officers and present or former Directors of the Funds or other
                  investment companies managed by the Adviser, officers,
                  directors and present or retired full-time employees and
                  former employees (for subsequent investment in accounts
                  established during the course of their employment) of the
                  Adviser, ABI, ABIS and their affiliates; officers, directors
                  and present and full-time employees of selected dealers or
                  agents; or the spouse or domestic partner, sibling, direct
                  ancestor or direct descendant (collectively, "relatives") of
                  any such person; or any trust, individual retirement account
                  or retirement plan account for the benefit of any such person;

            (iii) the Adviser, ABI, ABIS and their affiliates; certain employee
                  benefit plans for employees of the Adviser, ABI, ABIS and
                  their affiliates;

            (iv)  persons participating in a fee-based program, sponsored and
                  maintained by a registered broker-dealer or other financial
                  intermediary, under which persons pay an asset-based fee for
                  services in the nature of investment advisory or
                  administrative services; or clients of broker-dealers or other
                  financial intermediaries who purchase Class A shares for their
                  own accounts through self-directed brokerage accounts with the
                  broker-dealers or financial intermediaries that may or may not
                  charge a transaction fee to its clients;

            (v)   persons participating in a "Mutual Fund Only" brokerage
                  program, sponsored and maintained by a registered
                  broker-dealer or other financial intermediary;

            (vi)  certain retirement plan accounts as described under
                  "Alternative Purchase Arrangements-Group Retirement Plans and
                  Tax-Deferred Accounts";

            (vii) current Class A shareholders of AB Mutual Funds and investors
                  who receive a "Fair Funds Distribution" (a "Distribution")
                  resulting from an SEC enforcement action against the Adviser
                  and current Class A shareholders of AB Mutual Funds who
                  receive a Distribution resulting from any SEC enforcement
                  action related to trading in shares of AB Mutual Funds who, in
                  each case, purchase shares of an AB Mutual Fund from ABI
                  through deposit with ABI of the Distribution check; and

           (viii) certain firm-specific waivers as disclosed in Appendix B of
                  the Prospectus.

Class B Shares.
---------------

            Effective January 31, 2009, sales of Class B shares of the Funds to
new investors were suspended. Class B shares are only issued (i) upon the
exchange of Class B shares from another AB Fund, (ii) for purposes of dividend
reinvestment, (iii) through the Fund's Automatic Investment Program for accounts
that established the Program prior to January 31, 2009, and (iv) for purchases
of additional Class B shares by Class B shareholders as of January 31, 2009. The
ability to establish a new Automatic Investment Program for accounts containing
Class B shares was suspended as of January 31, 2009.

            Investors may purchase Class B shares at the public offering price
equal to the NAV per share of the Class B shares on the date of purchase without
the imposition of a sales charge at the time of purchase. The Class B shares are
sold without an initial sales charge so that the Fund will receive the full
amount of the investor's purchase payment.

            Eight years after the end of the calendar month in which the
shareholder's purchase order was accepted Class B shares will automatically
convert to Class A shares and will no longer be subject to a higher distribution
services fee. Such conversion will occur on the basis of the relative NAVs of
the two classes, without the imposition of any sales load, fee or other charge.
The purpose of the conversion feature is to reduce the distribution services fee
paid by holders of Class B shares that have been outstanding long enough for ABI
to have been compensated for distribution expenses incurred in the sale of the
shares.

Class C Shares.
---------------

            Investors may purchase Class C shares at the public offering price
equal to the NAV per share of the Class C shares on the date of purchase without
the imposition of a sales charge either at the time of purchase or, as long as
the shares are held for one year or more, upon redemption. Class C shares are
sold without an initial sales charge, so that the Fund will receive the full
amount of the investor's purchase payment and, as long as the shares are held
for one year or more, without a CDSC so that the investor will receive as
proceeds upon redemption the entire NAV of his or her Class C shares. The Class
C distribution services fee enables the Fund to sell Class C shares without
either an initial sales charge or CDSC, as long as the shares are held for one
year or more. Class C shares incur higher distribution services fees and
transfer agency costs than Class A shares and Advisor Class shares, and will
thus have a higher expense ratio and pay correspondingly lower dividends than
Class A shares and Advisor Class shares.

            Ten years after the end of the calendar month in which the
shareholder's purchase order was accepted Class C shares will automatically
convert to Class A shares and will no longer be subject to a higher distribution
services fee. Such conversion will occur on the basis of the relative NAVs of
the two classes, without the imposition of any sales load, fee or other charge.
The purpose of the conversion feature is to reduce the distribution services fee
paid by holders of Class C shares that have been outstanding long enough for ABI
to have been compensated for distribution expenses incurred in the sale of the
shares.

Conversion Feature for Class B and Class C Shares.
--------------------------------------------------

            For purposes of conversion to Class A, Class B or Class C shares
purchased through the reinvestment of dividends and distributions paid in
respect of such shares in a shareholder's account will be considered to be held
in a separate sub-account. Each time any Class B or Class C shares in the
shareholder's account (other than those in the sub-account) convert to Class A
shares, an equal pro-rata portion of such shares in the sub-account will also
convert to Class A shares.

            The conversion to Class A shares is subject to the continuing
availability of an opinion of counsel to the effect that the conversion of Class
B or Class C shares to Class A shares does not constitute a taxable event under
federal income tax law. The conversion of Class B or Class C shares to Class A
shares may be suspended if such an opinion is no longer available at the time
such conversion is to occur. In that event, no further conversions of Class B or
Class C shares would occur, and shares might continue to be subject to the
higher distribution services fee for an indefinite period, which may extend
beyond the period ending eight years for Class B shares and ten years for Class
C shares after the end of the calendar month in which the shareholder's purchase
order was accepted

Contingent Deferred Sales Charge.
---------------------------------

            Class B shares that are redeemed within four years of purchase will
be subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. Class A share purchases of $1,000,000 or more and
Class C shares that in either case are redeemed within one year of purchase will
be subject to a CDSC of 1%, as are Class A share purchases by certain group
retirement plans (see "Alternative Purchase Arrangements - Group Retirement
Plans and Tax-Deferred Accounts" below). The charge will be assessed on an
amount equal to the lesser of the cost of the shares being redeemed or their NAV
at the time of redemption. Accordingly, no sales charge will be imposed on
increases in NAV above the initial purchase price. In addition, no charge will
be assessed on shares derived from reinvestment of dividends or capital gains
distributions.

            To illustrate, assume that an investor purchased 100 Class B shares
at $10 per share (at a cost of $1,000) and in the second year after purchase the
NAV per share is $12 and, during such time, the investor has acquired 10
additional Class B shares upon dividend reinvestment. If at such time the
investor makes his or her first redemption of 50 Class B shares (proceeds of
$600), 10 Class B shares will not be subject to the charge because of dividend
reinvestment. With respect to the remaining 40 Class B shares, the charge is
applied only to the original cost of $10 per share and not to the increase in
NAV of $2 per share. Therefore, $400 of the $600 redemption proceeds will be
charged at a rate of 3.0% (the applicable rate in the second year after purchase
as set forth below).

            For Class B shares, the amount of the CDSC, if any, will vary
depending on the number of years from the time of payment for the purchase of
Class B shares until the time of redemption of such shares.


                                             Contingent Deferred Sales Charge
                                               for the Fund as a % of Dollar
          Year Since Purchase                    Amount Subject to Charge
          -------------------                    ------------------------

          First                                        4.00%
          Second                                       3.00%
          Third                                        2.00%
          Fourth                                       1.00%
          Fifth and thereafter                         None

            In determining the CDSC applicable to a redemption of Class B and
Class C shares of a Fund, it will be assumed that the redemption is, first, of
any shares that are not subject to a CDSC (for example, because the shares were
acquired upon the reinvestment of dividends or distributions) and, second, of
shares held longest during the time they are subject to the sales charge. When
shares acquired in an exchange are redeemed, the applicable CDSC and conversion
schedules will be the schedules that applied at the time of the purchase of
shares of the corresponding class of the AB Mutual Fund originally purchased by
the shareholder. The CDSC period begins with the date of your original purchase,
not the date of exchange for the other Class B shares or Class C shares, as
applicable.

            Proceeds from the CDSC are paid to ABI and are used by ABI to defray
the expenses of ABI related to providing distribution-related services to the
Fund in connection with the sale of the Fund shares, such as the payment of
compensation to selected dealers and agents for selling Fund shares. The
combination of the CDSC and the distribution services fee enables the Fund to
sell shares without a sales charge being deducted at the time of purchase.

            The CDSC is waived on redemptions of shares (i) following the death
or disability, as defined in the Code, of a shareholder, (ii) to the extent that
the redemption represents a minimum required distribution from an individual
retirement account or other retirement plan to a shareholder that has attained
the age of 70 1/2, (iii) that had been purchased by present or former Directors
of the Funds, by the relative of any such person, by any trust, individual
retirement account or retirement plan account for the benefit of any such person
or relative, or by the estate of any such person or relative, (iv) pursuant to,
and in accordance with, a systematic withdrawal plan (see "Sales Charge
Reduction Programs for Class A Shares-Systematic Withdrawal Plan" below), (v) to
the extent that the redemption is necessary to meet a plan participant's or
beneficiary's request for a distribution or loan from a group retirement plan or
to accommodate a plan participant's or beneficiary's direction to reallocate his
or her plan account among other investment alternatives available under a group
retirement plan, (vi) due to the complete termination of a trust upon the death
of the trustor/grantor, beneficiary or trustee but only if the trust termination
is specifically provided for in the trust document or (vii) that had been
purchased with proceeds from a Distribution resulting from any SEC enforcement
action related to trading in shares of AB Mutual Funds through deposit with ABI
of the Distribution check. The CDSC is also waived for (i) permitted exchanges
of shares, (ii) holders of Class A shares who purchased $1,000,000 or more of
Class A shares where the participating broker or dealer involved in the sale of
such shares waived the commission it would normally receive from ABI or (iii)
Class C shares sold through programs offered by financial intermediaries and
approved by ABI where such programs offer only shares that are not subject to a
CDSC, where the financial intermediary establishes a single omnibus account for
the Fund or in the case of a group retirement plan, a single account for each
plan, and where no advance commission is paid to any financial intermediary in
connection with the purchase of such shares.

Class R Shares.
---------------

            Class R shares are offered to certain group retirement plans. Class
R shares are not available to retail non-retirement accounts, traditional or
Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs,
individual 403(b) plans and to AllianceBernstein-sponsored retirement products.
Class R shares incur a .50% distribution services fee and thus have a higher
expense ratio and pay correspondingly lower dividends than Class A shares, Class
K shares and Class I shares.

Class K Shares.
---------------

            Class K shares are available at NAV to group retirement plans. Class
K shares generally are not available to retail non-retirement accounts,
traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs,
SIMPLE IRAs, individual 403(b) plans and AllianceBernstein-sponsored retirement
products. Class K shares do not have an initial sales charge or CDSC but incur a
..25% distribution services fee and thus (i) have a lower expense ratio than
Class R shares and pay correspondingly higher dividends than Class R shares and
(ii) have a higher expense ratio than Class I shares and pay correspondingly
lower dividends than Class I shares.

Class I Shares.
---------------

            Class I shares are available at NAV to group retirement plans and to
certain investment advisory clients of, and certain other persons associated
with, the Adviser and its affiliates. Class I shares generally are not available
to retail non-retirement accounts, traditional and Roth IRAs, Coverdell
Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans
and AllianceBernstein-sponsored retirement products. Class I shares do not incur
any distribution services fees and will thus have a lower expense ratio and pay
correspondingly higher dividends than Class R and Class K shares.

Class Z Shares.
---------------

            Class Z shares are available at NAV to group retirement plans. Class
Z shares are also available to certain AllianceBernstein-sponsored group
retirement plans. Class Z shares generally are not available to retail
non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings
Accounts, SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans. Class Z
shares are not currently available to group retirement plans in the
AllianceBernstein-sponsored programs known as the "Informed Choice" programs.

            Class Z shares do not incur any distribution services fees and will
thus have a lower expense ratio and pay correspondingly higher dividends than
Class R and Class K shares.

Advisor Class Shares.
---------------------

            Advisor Class shares may be purchased and held solely (i) through
accounts established under fee-based programs, sponsored and maintained by
registered broker-dealers or other financial intermediaries and approved by ABI,
(ii) through self-directed defined contribution employee benefit plans (e.g.,
401(k) plans) that purchase shares directly without the involvement of a
financial intermediary, (iii) by officers and present or former Directors of the
Funds or other investment companies managed by the Adviser, officers, directors
and present or retired full-time employees and former employees (for subsequent
investments in accounts established during the course of their employment) of
the Adviser, ABI, ABIS and their affiliates, or the relatives of any such
person, or any trust, individual retirement account or retirement plan for the
benefit of any such person or (iv) by the categories of investors described in
clauses (i), (iii) and (iv) under "Class A Shares --Sales at NAV" (other than
officers, directors and present and full-time employees of selected dealers or
agents, or relatives of such person, or any trust, individual retirement account
or retirement plan account for the benefit of such relative, none of whom is
eligible on the basis solely of such status to purchase and hold Advisor Class
shares). Generally, a fee-based program must charge an asset-based or other
similar fee and must invest at least $250,000 in Advisor Class shares of the
Fund in order to be approved by ABI for investment in Advisor Class shares. A
transaction fee may be charged by your financial intermediary with respect to
the purchase, sale or exchange of Advisor Class shares made through such
financial intermediary. Advisor Class shares do not incur any distribution
services fees, and will thus have a lower expense ratio and pay correspondingly
higher dividends than Class A, Class B, Class C, Class R or Class K shares.

Alternative Purchase Arrangements -
Group Retirement Plans and Tax-Deferred Accounts
------------------------------------------------

            Each Fund offers special distribution arrangements for group
retirement plans. However, plan sponsors, plan fiduciaries and other financial
intermediaries may establish requirements as to the purchase, sale or exchange
of shares of the Fund, including maximum and minimum initial investment
requirements, that are different from those described in this SAI. Group
retirement plans also may not offer all classes of shares of the Fund. In
addition, the Class A and Class B CDSC may be waived for investments made
through certain group retirement plans. Therefore, plan sponsors or fiduciaries
may not adhere to these share class eligibility standards as set forth in the
Prospectus and this SAI. A Fund is not responsible for, and has no control over,
the decision of any plan sponsor or fiduciary to impose such differing
requirements.

            Class A Shares. Class A shares are available at NAV to all
AllianceBernstein-sponsored group retirement plans, regardless of size, and to
the AllianceBernstein Link, AllianceBernstein Individual 401(k) and
AllianceBernstein SIMPLE IRA plans with at least $250,000 in plan assets or 100
or more employees. Effective June 30, 2005, for purposes of determining whether
a SIMPLE IRA plan has at least $250,000 in plan assets, all of the SIMPLE IRAs
of an employer's employees are aggregated. ABI measures the asset levels and
number of employees in these plans once monthly. Therefore, if a plan that is
not eligible at the beginning of a month for purchases of Class A shares at NAV
meets the asset level or number of employees required for such eligibility later
in that month, all purchases by the plan will be subject to a sales charge until
the monthly measurement of assets and employees. If the plan terminates the Fund
as an investment option within one year, then all plan purchases of Class A
shares will be subject to a 1%, 1-year CDSC on redemption. Class A shares are
also available at NAV to group retirement plans. The 1%, 1-year CDSC also
generally applies. However, the 1%, 1-year CDSC may be waived if the financial
intermediary agrees to waive all commissions or other compensation paid in
connection with the sale of such shares (typically up to a 1% advance payment
for sales of Class A shares at NAV) other than the service fee paid pursuant to
the Fund's distribution service plan.

            Class B Shares. Class B shares are generally not available for
purchase by group retirement plans. However, Class B shares may continue to be
purchased by group retirement plans that have already selected Class B shares as
an investment alternative under their plan prior to September 2, 2003.

            Class C Shares. Class C shares are available to AllianceBernstein
Link, AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans
with less than $250,000 in plan assets and less than 100 employees. Class C
shares are also available to group retirement plans with plan assets of less
than $1 million. If an AllianceBernstein Link, AllianceBernstein Individual
401(k) or AllianceBernstein SIMPLE IRA plan holding Class C shares becomes
eligible to purchase Class A shares at NAV, the plan sponsor or other
appropriate fiduciary of such plan may request ABI in writing to liquidate the
Class C shares and purchase Class A shares with the liquidation proceeds. Any
such liquidation and repurchase may not occur before the expiration of the
1-year period that begins on the date of the plan's last purchase of Class C
shares.

            Class R Shares. Class R shares are available to certain group
retirement plans. Class R shares are not subject to front-end sales charge or
CDSC, but are subject to a .50% distribution fee.

            Class K Shares. Class K shares are available to certain group
retirement plans. Class K shares are not subject to a front-end sales charge or
CDSC, but are subject to a .25% distribution fee.

            Class I Shares. Class I shares are available to certain group
retirement plans and certain institutional clients of the Adviser who invest at
least $2 million in a Fund. Class I shares are not subject to a front-end sales
charge, CDSC or a distribution fee.

             Class Z Shares. Class Z shares are available to certain group
retirement plans and certain institutional clients of the Adviser who invest at
least $2 million in a Fund. Class Z shares are not subject to front-end sales
charges or CDSCs or distribution fees.

            Choosing a Class of Shares for Group Retirement Plans. Plan
sponsors, plan fiduciaries and other financial intermediaries may establish
requirements as to the purchase, sale or exchange of shares of the Fund,
including maximum and minimum initial investment requirements, that are
different from those described in this SAI. Plan fiduciaries should consider how
these requirements differ from the Fund's share class eligibility criteria
before determining whether to invest.

            Currently, the Funds make their Class A shares available at NAV to
group retirement plans. Unless waived under the circumstances described above, a
1%, 1-year CDSC applies to the sale of Class A shares by a plan. Because Class K
shares have no CDSC and lower Rule 12b-1 distribution fees and Class I shares
and Class Z shares have no CDSC or Rule 12b-1 distribution fees, plans should
consider purchasing Class K, Class I or Class Z shares, if eligible, rather than
Class A shares.

            In selecting among the Class A, Class K and Class R shares, plans
purchasing shares through a financial intermediary that is not willing to waive
advance commission payments (and therefore are not eligible for the waiver of
the 1%, 1-year CDSC applicable to Class A shares) should weigh the following:

      o     the Rule 12b-1 distribution fees (0.30%) and the 1%, 1-year CDSC
            with respect to Class A shares; (currently limited to 0.25%, except
            with respect to Discovery Growth, for which payments are limited to
            .23%)

      o     the higher Rule 12b-1 distribution fees (0.50%) and the absence of a
            CDSC with respect to Class R shares; and

      o     the lower Rule 12b-1 distribution fees (0.25%) and the absence of a
            CDSC with respect to Class K shares.

            Because Class A and Class K shares have lower Rule 12b-1
distribution fees than Class R shares, plans should consider purchasing Class A
or Class K shares, if eligible, rather than Class R shares.

            As described above, effective January 31, 2009, sales of Class B
shares to new investors were suspended. While Class B shares were generally not
available to group retirement plans, Class B shares are available for continuing
contributions from plans that have already selected Class B shares as an
investment option under their plans prior to September 2, 2003. Plans should
weigh the fact that Class B shares will convert to Class A shares after a period
of time against the fact that Class A, Class R, Class K, Class I and Class Z
shares have lower expenses, and therefore may have higher returns, than Class B
shares, before determining which class to make available to its plan
participants.

Sales Charge Reduction Programs for Class A Shares
--------------------------------------------------

            The AB Mutual Funds offer shareholders various programs through
which shareholders may obtain reduced sales charges or reductions in CDSC
through participation in such programs. In order for shareholders to take
advantage of the reductions available through the combined purchase privilege,
rights of accumulation and letters of intent, the Fund must be notified by the
shareholder or his or her financial intermediary that they qualify for such a
reduction. If the Fund is not notified that a shareholder is eligible for these
reductions, the Fund will be unable to ensure that the reduction is applied to
the shareholder's account.

            Combined Purchase Privilege. Shareholders may qualify for the sales
charge reductions by combining purchases of shares of a Fund (and/or any other
AB Mutual Fund) into a single "purchase." By combining such purchases,
shareholders may be able to take advantage of the quantity discounts described
under "Alternative Purchase Arrangements". A "purchase" means a
single purchase or concurrent purchases of shares of a Fund or any other AB
Mutual Fund, including AB Institutional Funds, by (i) an individual, his or her
spouse or domestic partner, or the individual's children under the age of 21
years purchasing shares for his, her or their own account(s); (ii) a trustee or
other fiduciary purchasing shares for a single trust, estate or single fiduciary
account with one or more beneficiaries involved; or (iii) the employee benefit
plans of a single employer. The term "purchase" also includes purchases by any
"company," as the term is defined in the 1940 Act, but does not include
purchases by any such company that has not been in existence for at least six
months or that has no purpose other than the purchase of shares of the Fund or
shares of other registered investment companies at a discount. The term
"purchase" does not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit card holders of
a company, policy holders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.

         Currently, the AB Mutual Funds include:

AB Bond Fund, Inc.
  -AB All Market Real Return Portfolio
  -AB Bond Inflation Strategy
  -AB Credit Long/Short Portfolio
  -AB Government Reserves Portfolio
  -AB High Yield Portfolio
  -AB Income Fund
  -AB Intermediate Bond Portfolio
  -AB Limited Duration High Income Portfolio
  -AB Municipal Bond Inflation Strategy
  -AB Tax-Aware Fixed Income Portfolio
AB Cap Fund, Inc.
  -AB All Market Alternative Return Portfolio
  -AB All Market Income Portfolio
  -AB Asia ex-Japan Equity Portfolio
  -AB Concentrated Growth Fund
  -AB Concentrated International Growth Portfolio
  -AB Emerging Markets Core Portfolio
  -AB Emerging Markets Growth Portfolio
  -AB Emerging Markets Multi-Asset Portfolio
  -AB Global Core Equity Portfolio
  -AB International Strategic Core Portfolio
  -AB Long/Short Multi-Manager Fund
  -AB Multi-Manager Alternative Strategies Fund
  -AB Multi-Manager Select Retirement Allocation Fund
  -AB Multi-Manager Select 2010 Fund
  -AB Multi-Manager Select 2015 Fund
  -AB Multi-Manager Select 2020 Fund
  -AB Multi-Manager Select 2025 Fund
  -AB Multi-Manager Select 2030 Fund
  -AB Multi-Manager Select 2035 Fund
  -AB Multi-Manager Select 2040 Fund
  -AB Multi-Manager Select 2045 Fund
  -AB Multi-Manager Select 2050 Fund
  -AB Multi-Manager Select 2055 Fund
  -AB Select US Equity Portfolio
  -AB Select US Long/Short Portfolio
  -AB Small Cap Growth Portfolio
  -AB Small Cap Value Portfolio
AB Core Opportunities Fund, Inc.
AB Discovery Growth Fund, Inc.
AB Equity Income Fund, Inc.
AB Global Bond Fund, Inc.
AB Global Real Estate Investment Fund, Inc.
AB Global Risk Allocation Fund, Inc.
AB Government Exchange Reserves
AB Growth and Income Fund, Inc.
AB High Income Fund, Inc.
AB International Growth Fund, Inc.
AB Large Cap Growth Fund, Inc.
AB Municipal Income Fund, Inc.
  -AB California Portfolio
  -AB High Income Municipal Portfolio
  -AB National Portfolio
  -AB New York Portfolio
AB Municipal Income Fund II
  -AB Arizona Portfolio
  -AB Massachusetts Portfolio
  -AB Minnesota Portfolio
  -AB New Jersey Portfolio
  -AB Ohio Portfolio
  -AB Pennsylvania Portfolio
  -AB Virginia Portfolio
AB Sustainable Global Thematic Fund, Inc.
AB Trust
  -AB Discovery Value Fund
  -AB International Value Fund
  -AB Value Fund
AB Unconstrained Bond Fund, Inc.
The AB Portfolios
  -AB Balanced Wealth Strategy
  -AB Conservative Wealth Strategy
  -AB Growth Fund
  -AB Tax-Managed Balanced Wealth Strategy
  -AB Tax-Managed Wealth Appreciation Strategy
  -AB Wealth Appreciation Strategy
Sanford C. Bernstein Fund, Inc.
  -Intermediate California Municipal Portfolio
  -Intermediate Diversified Municipal Portfolio
  -Intermediate New York Municipal Portfolio
  -International Portfolio
  -Short Duration Portfolio
  -Tax-Managed International Portfolio

            Prospectuses for the AB Mutual Funds may be obtained without charge
by contacting ABIS at the address or the "For Literature" telephone number shown
on the front cover of this SAI or on the Internet at www.ABfunds.com.

            Cumulative Quantity Discount (Right of Accumulation). An investor's
purchase of additional Class A shares of a Fund may be combined with the value
of the shareholder's existing accounts, thereby enabling the shareholder to take
advantage of the quantity discounts described under "Alternative Purchase
Arrangements." In such cases, the applicable sales charge on
the newly purchased shares will be based on the total of:

            (i)   the investor's current purchase;

            (ii)  the higher of cost or NAV (at the close of business on the
                  previous day) of (a) all shares of the relevant Fund held by
                  the investor and (b) all shares held by the investor of any
                  other AB Mutual Fund, including AB Institutional Funds; and

            (iii) the higher of cost or NAV of all shares described in paragraph
                  (ii) owned by another shareholder eligible to combine his or
                  her purchase with that of the investor into a single
                  "purchase" (see above).

            The initial sales charge you pay on each purchase of Class A shares
will take into account your accumulated holdings in all classes of shares of AB
Mutual Funds. Your accumulated holdings will be calculated as (a) the value of
your existing holdings as of the day prior to your additional investment or (b)
the amount you invested including reinvested dividends but excluding
appreciation and less any amount of withdrawals, whichever is higher.

            For example, if an investor owned shares of an AB Mutual Fund that
were purchased for $200,000 and were worth $190,000 at their then current NAV
and, subsequently, purchased Class A shares of a Fund worth an additional
$100,000, the initial sales charge for the $100,000 purchase would be at the
2.25% rate applicable to a single $300,000 purchase of shares of the Fund,
rather than the 3.25% rate.

            Letter of Intent. Class A investors may also obtain the quantity
discounts described under "Alternative Purchase Arrangements" by means of a
written Letter of Intent, which expresses the investor's intention to invest at
least $100,000 in Class A shares of a Fund or any AB Mutual Fund within 13
months. Each purchase of shares under a Letter of Intent will be made at the
public offering price or prices applicable at the time of such purchase to a
single transaction of the dollar amount indicated in the Letter of Intent.

            Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the AB Mutual Funds under a single Letter of
Intent. The AB Mutual Funds will use the higher of cost or current NAV of the
investor's existing investments and of those accounts with which investments are
combined via Combined Purchase Privileges toward the fulfillment of the Letter
of Intent. For example, if at the time an investor signs a Letter of Intent to
invest at least $100,000 in Class A shares of the Fund, the investor and the
investor's spouse or domestic partner each purchase shares of the Fund worth
$20,000 (for a total of $40,000), but the current NAV of all applicable accounts
is $45,000 at the time a $100,000 Letter of Intent is initiated, it will only be
necessary to invest a total of $55,000 during the following 13 months in shares
of the Fund or any other AB Mutual Fund, to qualify for the 3.25% sales charge
on the total amount being invested (the sales charge applicable to an investment
of $100,000).

            The Letter of Intent is not a binding obligation upon the investor
to purchase the full amount indicated. The minimum initial investment under a
Letter of Intent is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow (while remaining registered in the name of
the investor) to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased, and
such escrowed shares will be involuntarily redeemed at their then NAV to pay the
additional sales charge, if necessary. Dividends on escrowed shares, whether
paid in cash or reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased, the escrow will be released.

            Investors wishing to enter into a Letter of Intent in conjunction
with their initial investment in Class A shares of a Fund can obtain a form of
Letter of Intent by contacting ABIS at the address or telephone numbers shown on
the cover of this SAI.

            Reinstatement Privilege. A shareholder who has redeemed any or all
of his or her Class A shares may reinvest all or any portion of the proceeds
from that redemption in Class A shares of any AB Mutual Fund at NAV without any
sales charge, provided that such reinvestment is made within 120 calendar days
after the redemption or repurchase date. Shares are sold to a reinvesting
shareholder at the NAV next determined as described above. A reinstatement
pursuant to this privilege will not cancel the redemption or repurchase
transaction; therefore, any gain or loss so realized will be recognized for
federal income tax purposes except that no loss will be recognized to the extent
that the proceeds are reinvested in shares of the Fund within 30 calendar days
after the redemption or repurchase transaction. Investors may exercise the
reinstatement privilege by written request sent to the Fund at the address shown
on the cover of this SAI.

            Dividend Reinvestment Program. Under a Fund's Dividend Reinvestment
Program, unless you specify otherwise, your dividends and distributions will be
automatically reinvested in the same class of shares of the Fund without an
initial sales charge or CDSC. If you elect to receive your distributions in
cash, you will only receive a check if the distribution is equal to or exceeds
$25.00. Distributions of less than $25.00 will automatically be reinvested in
Fund shares. To receive distributions of less than $25.00 in cash, you must have
bank instructions associated to your account so that distributions can be
delivered to you electronically via Electronic Funds Transfer using the
Automated Clearing House or "ACH". If you elect to receive distributions by
check, your distributions and all subsequent distributions may nonetheless be
reinvested in additional shares of the Fund under the following circumstances:

            (a) the postal service is unable to deliver your checks to your
            address of record and the checks are returned to the Fund's transfer
            agent as undeliverable; or

            (b) your checks remain uncashed for nine months.

             Additional shares of the Fund will be purchased at the then current
NAV. You should contact the Fund's transfer agent to change your distribution
option. Your request to do so must be received by the transfer agent before the
record date for a distribution in order to be effective for that distribution.
No interest will accrue on amounts represented by uncashed distribution checks.

            Dividend Direction Plan. A shareholder who already maintains
accounts in more than one AB Mutual Fund may direct that income dividends and/or
capital gains paid by one AB Mutual Fund be automatically reinvested, in any
amount, without the payment of any sales or service charges, in shares of any
eligible class of one or more other AB Mutual Fund(s) in which the shareholder
maintains an account. Further information can be obtained by contacting ABIS at
the address or the "For Literature" telephone number shown on the cover of this
SAI. Investors wishing to establish a dividend direction plan in connection with
their initial investment should complete the appropriate section of the Mutual
Fund Application found in your Prospectus. Current shareholders should contact
ABIS to establish a dividend direction plan.

Systematic Withdrawal Plan
--------------------------

            General. Any shareholder who owns or purchases shares of a Fund
having a current NAV of at least $5,000 may establish a systematic withdrawal
plan under which the shareholder will periodically receive a payment in a stated
amount of not less than $50 on a selected date. The $5,000 account minimum does
not apply to a shareholder owning shares through an individual retirement
account or other retirement plan who has attained the age of 70 1/2 who wishes
to establish a systematic withdrawal plan to help satisfy a required minimum
distribution. Systematic withdrawal plan participants must elect to have their
dividends and distributions from the Fund automatically reinvested in additional
shares of the Fund.

            Shares of a Fund owned by a participant in the Fund's systematic
withdrawal plan will be redeemed as necessary to meet withdrawal payments and
such payments will be subject to any taxes applicable to redemptions and, except
as discussed below with respect to Class A, Class B and Class C shares, any
applicable CDSC. Shares acquired with reinvested dividends and distributions
will be liquidated first to provide such withdrawal payments and thereafter
other shares will be liquidated to the extent necessary, and depending upon the
amount withdrawn, the investor's principal may be depleted. A systematic
withdrawal plan may be terminated at any time by the shareholder or the Fund.

            Withdrawal payments will not automatically end when a shareholder's
account reaches a certain minimum level. Therefore, redemptions of shares under
the plan may reduce or even liquidate a shareholder's account and may subject
the shareholder to the Fund's involuntary redemption provisions. See "Redemption
and Repurchase of Shares -- General." Purchases of additional shares
concurrently with withdrawals are undesirable because of sales charges
applicable when purchases are made. While an occasional lump-sum investment may
be made by a holder of Class A shares who is maintaining a systematic withdrawal
plan, such investment should normally be an amount equivalent to three times the
annual withdrawal or $5,000, whichever is less.

            Payments under a systematic withdrawal plan may be made by check or
electronically via the ACH network. Investors wishing to establish a systematic
withdrawal plan in conjunction with their initial investment in shares of a Fund
should complete the appropriate portion of the Mutual Fund Application, while
current Fund shareholders desiring to do so can obtain an application form by
contacting ABIS at the address or the "For Literature" telephone number shown on
the cover of this SAI.
            CDSC Waiver for Class A Shares, Class B Shares and Class C Shares.
Under the systematic withdrawal plan, up to 1% monthly, 2% bi-monthly or 3%
quarterly of the value at the time of redemption of the Class A, Class B or
Class C shares in a shareholder's account may be redeemed free of any CDSC.

            Class B shares that are not subject to a CDSC (such as shares
acquired with reinvested dividends or distributions) will be redeemed first and
will count toward the foregoing limitations. Remaining Class B shares that are
held the longest will be redeemed next. Redemptions of Class B shares in excess
of the foregoing limitations will be subject to any otherwise applicable CDSC.

            With respect to Class A and Class C shares, shares held the longest
will be redeemed first and will count toward the foregoing limitations.
Redemptions in excess of those limitations will be subject to any otherwise
applicable CDSC.

Payments to Financial Advisors and Their Firms
----------------------------------------------

            Financial intermediaries market and sell shares of a Fund. These
financial intermediaries employ financial advisors and receive compensation for
selling shares of the Fund. This compensation is paid from various sources,
including any sales charge, CDSC and/or Rule 12b-1 fee that you or the Fund may
pay. Your individual financial advisor may receive some or all of the amounts
paid to the financial intermediary that employs him or her.

            In the case of Class A shares, all or a portion of the initial sales
charge that you pay may be paid by ABI to financial intermediaries selling Class
A shares. ABI may also pay these financial intermediaries a fee of up to 1% on
purchases of $1 million or more. Additionally, up to 100% of the Rule 12b-1 fees
applicable to Class A shares each year may be paid to financial intermediaries,
including your financial intermediary, that sell Class A shares.

            In the case of Class B shares, ABI may pay, at the time of your
purchase, a commission to financial intermediaries selling Class B shares in an
amount equal to 4% of your investment. Additionally, up to 30% of the Rule 12b-1
fees applicable to Class B shares each year may be paid to financial
intermediaries, including your financial intermediary, that sell Class B shares.

            In the case of Class C shares, ABI may pay, at the time of your
purchase, a commission to firms selling Class C shares in an amount equal to 1%
of your investment. Additionally, up to 100% of the Rule 12b-1 fee applicable to
Class C shares each year may be paid to financial intermediaries, including your
financial intermediary, that sell Class C shares.

            In the case of Class R and Class K shares up to 100% of the Rule
12b-1 fee applicable to Class R and Class K shares each year may be paid to
financial intermediaries, including your financial intermediary, that sell Class
R and Class K shares.

            In the case of Advisor Class shares, your financial advisor may
charge ongoing fees or transactional fees. ABI may pay a portion of "ticket" or
other transactional charges.

            Your financial advisor's firm receives compensation from the Fund,
ABI and/or the Adviser in several ways from various sources, which include some
or all of the following:

      o     upfront sales commissions;

      o     Rule 12b-1 fees;

      o     additional distribution support;

      o     defrayal of costs for educational seminars and training; and

      o     payments related to providing recordkeeping and/or
            transfer agency services.

            Please read your Prospectus carefully for information on this
compensation. Please also refer to Appendix B--Financial Intermediary Waivers in
the Prospectus.

Other Payments for Distribution Services and Educational Support
----------------------------------------------------------------

            In addition to the commissions paid to financial intermediaries at
the time of sale and the fees described under "Asset-Based Sales Charges or
Distribution and/or Service (Rule 12b-1) Fees," in your Prospectus, some or all
of which may be paid to financial intermediaries (and, in turn, to your
financial advisor), ABI, at its expense, currently provides additional payments
to firms that sell shares of the AB Mutual Funds. Although the individual
components may be higher and the total amount of payments made to each
qualifying firm in any given year may vary, the total amount paid to a financial
intermediary in connection with the sale of shares of the AB Mutual Funds will
generally not exceed the sum of (a) 0.25% of the current year's fund sales by
that firm and (b) 0.10% of average daily net assets attributable to that firm
over the year. These sums include payments for distribution analytical data
regarding AB Mutual Fund sales by financial advisors of these firms and to
reimburse directly or indirectly the costs incurred by these firms and their
employees in connection with educational seminars and training efforts about the
AB Mutual Funds for the firms' employees and/or their clients and potential
clients. The costs and expenses associated with these efforts may include
travel, lodging, entertainment and meals.

            For 2016, ABI expects to pay approximately 0.05% of the average
monthly assets of the AB Mutual Funds, or approximately $21 million, for
distribution services and education support related to the AB Mutual Funds. In
2015, ABI paid approximately 0.05% of the average monthly assets of the AB
Mutual Funds or approximately $20 million, for distribution services and
education support related to the AB Mutual Funds.

            A number of factors are considered in determining the additional
payments, including each firm's AB Mutual Fund sales, assets and redemption
rates, and the willingness and ability of the firm to give ABI access to its
financial advisors for educational or marketing purposes. In some cases, firms
will include the AB Mutual Funds on a "preferred list". ABI's goal is to make
the financial advisors who interact with current and prospective investors and
shareholders more knowledgeable about the AB Mutual Funds so that they can
provide suitable information and advice about the funds and related investor
services.

            Each Fund and ABI also make payments for recordkeeping and other
transfer agency services to financial intermediaries that sell AB Mutual Fund
shares. Please see "Expenses of the Fund - Transfer Agency Agreement" above.
These expenses paid by the Fund are included in "Other Expenses" under "Fees and
Expenses of the Funds - Annual Fund Operating Expenses" in your Prospectus.

            If one mutual fund sponsor makes greater distribution assistance
payments than another, your financial advisor and his or her firm may have an
incentive to recommend one fund complex over another. Similarly, if your
financial advisor or his or her firm receives more distribution assistance for
one share class versus another, then they may have an incentive to recommend
that class.

            Please speak with your financial advisor to learn more about the
total amounts paid to your financial advisor and his or her firm by the Fund,
the Adviser, ABI and by sponsors of other mutual funds he or she may recommend
to you. You should also consult disclosures made by your financial advisor at
the time of your purchase.

            ABI anticipates that the firms that will receive additional payments
for distribution services and/or educational support include:

      AIG Advisor Group
      Ameriprise Financial Services
      AXA Advisors
      Cadaret, Grant & Co.
      Citigroup Global Markets
      Citizens Securities
      Commonwealth Financial Network
      Donegal Securities
      JP Morgan Securities
      Lincoln Financial Advisors Corp.
      Lincoln Financial Securities Corp.
      LPL Financial
      Merrill Lynch
      Morgan Stanley
      Northwestern Mutual Investment Services
      PNC Investments
      Raymond James
      RBC Wealth Management
      Robert W. Baird
      Santander Securities
      SunTrust Bank
      UBS Financial Services
      US Bancorp Investments
      Wells Fargo Advisors

            ABI expects that additional firms may be added to this list from
time to time.

            Although a Fund may use brokers and dealers who sell shares of the
Fund to effect portfolio transactions, the Fund does not consider the sale of AB
Mutual Fund shares as a factor when selecting brokers or dealers to effect
portfolio transactions.

--------------------------------------------------------------------------------

                      REDEMPTION AND REPURCHASE OF SHARES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds". If you are an Advisor
Class shareholder through an account established under a fee-based program, your
fee-based program may impose requirements with respect to the purchase, sale or
exchange of Advisor Class shares of the Fund that are different from those
described herein. A transaction fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial intermediary. Similarly, if you are a
shareholder through a group retirement plan, your plan may impose requirements
with respect to the purchase, sale or exchange of shares of a Fund that are
different from those imposed below. Each Fund has authorized one or more brokers
to receive on its behalf purchase and redemption orders. Such brokers are
authorized to designate other intermediaries to receive purchase and redemption
orders on the Fund's behalf. In such cases, orders will receive the NAV next
computed after such order is properly received by the authorized broker or
designee and accepted by the Fund.

Redemption

            Subject only to the limitations described below, each Fund will
redeem the shares tendered to them, as described below, at a redemption price
equal to their NAV as next computed following the receipt of shares tendered for
redemption in proper form. Except for any CDSC which may be applicable to Class
A, Class B or Class C shares, there is no redemption charge. Payment of the
redemption price normally will be made within seven days after the Fund's
receipt of such tender for redemption. If a shareholder is in doubt about what
documents are required by his or her fee-based program or employee benefit plan,
the shareholder should contact his or her financial intermediary.

            The right of redemption may not be suspended or the date of payment
upon redemption postponed for more than seven days after shares are tendered for
redemption, except for any period during which the Exchange is closed (other
than customary weekend and holiday closings) or during which the SEC determines
that trading thereon is restricted, or for any period during which an emergency
(as determined by the SEC) exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or as a result of which it
is not reasonably practicable for the Fund fairly to determine the value of its
net assets, or for such other periods as the SEC may by order permit for the
protection of security holders of the Fund.

            Payment of the redemption price normally will be made in cash but
may be made, at the option of the Fund, in kind. No interest will accrue on
uncashed redemption checks. The value of a shareholder's shares on redemption or
repurchase may be more or less than the cost of such shares to the shareholder,
depending upon the market value of the Fund's portfolio securities at the time
of such redemption or repurchase. Redemption proceeds from Class A, Class B and
Class C shares will reflect the deduction of the CDSC, if any. Payment received
by a shareholder upon redemption or repurchase of his or her shares, assuming
the shares constitute capital assets in his or her hands, will result in
long-term or short-term capital gain (or loss) depending upon the shareholder's
holding period and basis in respect of the shares redeemed.

            To redeem shares of a Fund for which no share certificates have been
issued, the registered owner or owners should forward a letter to the Fund
containing a request for redemption. The Fund may require the signature or
signatures on the letter to be Medallion Signature Guaranteed. Please contact
ABIS to confirm whether a Medallion Signature Guarantee is needed.

            To redeem shares of a Fund represented by share certificates, the
investor should forward the appropriate share certificate or certificates,
endorsed in blank or with blank stock powers attached, to the Fund with the
request that the shares represented thereby, or a specified portion thereof, be
redeemed. The stock assignment form on the reverse side of each share
certificate surrendered to the Fund for redemption must be signed by the
registered owner or owners exactly as the registered name appears on the face of
the certificate or, alternatively, a stock power signed in the same manner may
be attached to the share certificate or certificates or, where tender is made by
mail, separately mailed to the relevant Fund. The signature or signatures on the
assignment form must be guaranteed in the manner described above.

            Telephone Redemption by Electronic Funds Transfer. Each Fund
shareholder is entitled to request redemption by electronic funds transfer (of
shares for which no share certificates have been issued) by telephone at (800)
221-5672 if the shareholder has completed the appropriate portion of the Mutual
Fund Application or, if an existing shareholder has not completed this portion,
by an "Autosell" application obtained from ABIS (except for certain omnibus
accounts). A telephone redemption request by electronic funds transfer may not
exceed $100,000, and must be made before the Fund Closing Time, on a Fund
business day as defined above. Proceeds of telephone redemptions will be sent by
electronic funds transfer to a shareholder's designated bank account at a bank
selected by the shareholder that is a member of the NACHA.

            Telephone Redemption by Check. Each Fund shareholder is eligible to
request redemption by check of Fund shares for which no share certificates have
been issued, by telephone at (800) 221-5672 before the Fund Closing Time, on a
Fund business day in an amount not exceeding $100,000. Proceeds of such
redemptions are remitted by check to the shareholder's address of record. A
shareholder otherwise eligible for telephone redemption by check may cancel the
privilege by written instruction to ABIS, or by checking the appropriate box on
the Mutual Fund Application.

            Telephone Redemptions-General. During periods of drastic economic,
market or other developments, such as the terrorist attacks on September 11,
2001, it is possible that shareholders would have difficulty in reaching ABIS by
telephone (although no such difficulty was apparent at any time in connection
with the attacks). If a shareholder were to experience such difficulty, the
shareholder should issue written instructions to ABIS at the address shown on
the cover of this SAI. The Fund reserves the right to suspend or terminate its
telephone redemption service at any time without notice. Telephone redemption is
not available with respect to shares (i) for which certificates have been
issued, (ii) held in nominee or "street name" accounts, (iii) held by a
shareholder who has changed his or her address of record within the preceding 30
calendar days or (iv) held in any retirement plan account. Neither the Fund, the
Adviser, ABI nor ABIS will be responsible for the authenticity of telephone
requests for redemptions that the Fund reasonably believes to be genuine. The
Fund will employ reasonable procedures in order to verify that telephone
requests for redemptions are genuine, including, among others, recording such
telephone instructions and causing written confirmations of the resulting
transactions to be sent to shareholders. If the Fund did not employ such
procedures, it could be liable for losses arising from unauthorized or
fraudulent telephone instructions. Financial intermediaries may charge a
commission for handling telephone requests for redemptions.

            A Fund may redeem shares through ABI or financial intermediaries.
The repurchase price will be the NAV next determined after the ABI receives the
request (less the CDSC, if any, with respect to the Class A, Class B and Class C
shares), except that requests placed through financial intermediaries before the
Fund Closing Time will be executed at the NAV determined as of the Fund Closing
Time if received by ABI prior to its close of business on that day (normally
5:00 p.m., Eastern time). The financial intermediary is responsible for
transmitting the request to ABI by 5:00 p.m., Eastern time, (certain financial
intermediaries may enter into operating agreements permitting them to transmit
purchase information that was received prior to the close of business to ABI
after 5:00 p.m., Eastern time, and receive that day's NAV). If the financial
intermediary fails to do so, the shareholder's right to receive that day's
closing price must be settled between the shareholder and that financial
intermediary. A shareholder may offer shares of the Fund to ABI either directly
or through a financial intermediary. Neither the Funds nor ABI charge a fee or
commission in connection with the redemption of shares (except for the CDSC, if
any, with respect to Class A, Class B and Class C shares). Normally, if shares
of a Fund are offered through a financial intermediary, the redemption is
settled by the shareholder as an ordinary transaction with or through that
financial intermediary, who may charge the shareholder for this service. The
redemption of shares of a Fund as described above with respect to financial
intermediaries is a voluntary service of the Funds and a Fund may suspend or
terminate this practice at any time.

Account Closure

            Each Fund reserves the right to close out an account that has
remained below $1,000 for 90 days. No CDSC will be deducted from the proceeds of
this redemption. In the case of a redemption or repurchase of shares of a Fund
recently purchased by check, redemption proceeds will not be made available
until the relevant Fund is reasonably assured that the check has cleared,
normally up to 15 calendar days following the purchase date.

--------------------------------------------------------------------------------

                              SHAREHOLDER SERVICES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds". The shareholder services
set forth below are applicable to all classes of shares unless otherwise
indicated.

            If you are an Advisor Class shareholder through an account
established under a fee-based program or a shareholder in a group retirement
plan, your fee-based program or retirement plan may impose requirements with
respect to the purchase, sale or exchange of shares of the Fund that are
different from those described herein. A transaction fee may be charged by your
financial intermediary with respect to the purchase, sale or exchange of Advisor
Class shares made through such intermediary.

Automatic Investment Program
----------------------------

            Investors may purchase shares of a Fund through an automatic
investment program utilizing electronic funds transfer drawn on the investor's
own bank account. Under such a program, pre-authorized monthly drafts for a
fixed amount are used to purchase shares through the financial intermediary
designated by the investor at the public offering price next determined after
ABI receives the proceeds from the investor's bank. The monthly drafts must be
in minimum amounts of either $50 or $200, depending on the investor's initial
purchase. If an investor makes an initial purchase of at least $2,500, the
minimum monthly amount for pre-authorized drafts is $50. If an investor makes an
initial purchase of less than $2,500, the minimum monthly amount for
pre-authorized drafts is $200 and the investor must commit to a monthly
investment of at least $200 until the investor's account balance is $2,500 or
more. In electronic form, drafts can be made on or about a date each month
selected by the shareholder. Investors wishing to establish an automatic
investment program in connection with their initial investment should complete
the appropriate portion of the Mutual Fund Application. As of January 31, 2009,
the Automatic Investment Program is available for purchase of Class B shares
only if a shareholder was enrolled in the Program prior to January 31, 2009.
Current shareholders should contact ABIS at the address or telephone numbers
shown on the cover of this SAI to establish an automatic investment program.

            Shareholders committed to monthly investments of $25 or more through
the Automatic Investment Program by October 15, 2004 are able to continue their
program despite the $50 monthly minimum.

Exchange Privilege
------------------

            You may exchange your investment in a Fund for shares of the same
class of other AB Mutual Funds (including AB Government Exchange Reserves, a
money market fund managed by the Adviser) if the other AB Mutual Fund in which
you wish to invest offers shares of the same class. In addition, (i) present
officers and full-time employees of the Adviser, (ii) present Directors or
Trustees of any AB Mutual Fund, (iii) certain employee benefit plans for
employees of the Adviser, ABI, ABIS and their affiliates and (iv) certain
persons participating in a fee-based program, sponsored and maintained by a
registered broker-dealer or other financial intermediary and approved by ABI,
under which such persons pay an asset-based fee for service in the nature of
investment advisory or administrative services may, on a tax-free basis,
exchange Class A or Class C shares of the Fund for Advisor Class shares of the
Fund or Class C shares of the Fund for Class A shares of the Fund. Exchanges of
shares are made at the NAV next determined and without sales or service charges.
Exchanges may be made by telephone or written request. In order to receive a
day's NAV, ABIS must receive and confirm a telephone exchange request by the
Fund Closing Time on that day.

            Shares will continue to age without regard to exchanges for purposes
of determining the CDSC, if any, upon redemption and, in the case of Class B or
Class C shares of a Fund, for the purpose of conversion to Class A shares of
that Fund. After an exchange, your Class B or Class C shares will automatically
convert to Class A shares in accordance with the conversion schedule applicable
to the Class B or Class C shares of the AB Mutual Fund you originally purchased
for cash ("original shares"). When redemption occurs, the CDSC applicable to the
original shares is applied.

            Please read carefully the prospectus of the AB Mutual Fund into
which you are exchanging before submitting the request. Call ABIS at (800)
221-5672 to exchange uncertificated shares. Except with respect to exchanges of
Class A or Class C shares of a Fund for Advisor Class shares or Class C shares
for Class A shares of the same Fund, exchanges of shares as described above in
this section are taxable transactions for federal income tax purposes. The
exchange service may be modified, restricted, or terminated on 60 days' written
notice.

            All exchanges are subject to the minimum investment requirements and
any other applicable terms set forth in the prospectus for the AB Mutual Fund
whose shares are being acquired. An exchange is effected through the redemption
of the shares tendered for exchange and the purchase of shares being acquired at
their respective NAVs as next determined following receipt by the AB Mutual Fund
whose shares are being exchanged of (i) proper instructions and all necessary
supporting documents as described in such fund's prospectus, or (ii) a telephone
request for such exchange in accordance with the procedures set forth in the
following paragraph. Exchanges of shares of AB Mutual Funds will generally
result in the realization of a capital gain or loss for federal income tax
purposes.

            Each Fund shareholder and the shareholder's financial intermediary
are authorized to make telephone requests for exchanges unless ABIS receives
written instruction to the contrary from the shareholder, or the shareholder
declines the privilege by checking the appropriate box on the Mutual Fund
Application. Such telephone requests cannot be accepted with respect to shares
then represented by share certificates. Shares acquired pursuant to a telephone
request for exchange will be held under the same account registration as the
shares redeemed through such exchange.

            Eligible shareholders desiring to make an exchange should telephone
ABIS with their account number and other details of the exchange at (800)
221-5672 before the Fund Closing Time, on the Fund business day as defined
above. Telephone requests for exchange received before the Fund Closing Time, on
the Fund business day will be processed as of the close of business on that day.
During periods of drastic economic, market or other developments, such as the
terrorist attacks on September 11, 2001, it is possible that shareholders would
have difficulty in reaching ABIS by telephone (although no such difficulty was
apparent at any time in connection with the attacks). If a shareholder were to
experience such difficulty, the shareholder should issue written instructions to
ABIS at the address shown on the cover of this SAI.

            A shareholder may elect to initiate a monthly "Auto Exchange"
whereby a specified dollar amount's worth of his or her Fund shares (minimum
$25) is automatically exchanged for shares of another AB Mutual Fund.

            None of the AB Mutual Funds, the Adviser, ABI or ABIS will be
responsible for the authenticity of telephone requests for exchanges that the
Fund reasonably believes to be genuine. The Fund will employ reasonable
procedures in order to verify that telephone requests for exchanges are genuine,
including, among others, recording such telephone instructions and causing
written confirmations of the resulting transactions to be sent to shareholders.
If the Fund did not employ such procedures, it could be liable for losses
arising from unauthorized or fraudulent telephone instructions. Financial
intermediaries may charge a commission for handling telephone requests for
exchanges.

            The exchange privilege is available only in states where shares of
the AB Mutual Funds being acquired may legally be sold. Each AB Mutual Fund
reserves the right, at any time on 60 days' notice to its shareholders, to
reject any order to acquire its shares through exchange or otherwise to modify,
restrict or terminate the exchange privilege.

Statements and Reports
----------------------
            Each shareholder receives semi-annual and annual reports which
include a portfolio of investments, financial statements and, in the case of the
annual report, the report of the Funds' independent registered public accounting
firm, Ernst & Young LLP, 5 Times Square, New York, New York 10036, as well as a
confirmation of each purchase and redemption. By contacting his or her financial
intermediary or ABIS, a shareholder can arrange for copies of his or her account
statements to be sent to another person.

--------------------------------------------------------------------------------

                                NET ASSET VALUE

--------------------------------------------------------------------------------

            The NAV of each Fund is calculated at the close of regular trading
on any day the Exchange is open (ordinarily 4:00 p.m., Eastern time, but
sometimes earlier, as in the case of scheduled half-day trading or unscheduled
suspensions of trading) following receipt of a purchase or redemption order by
the Fund on each Fund business day on which such an order is received and on
such other days as the Board deems appropriate or necessary in order to comply
with Rule 22c-1 under the 1940 Act. The Fund's per share NAV is calculated by
dividing the value of the Fund's total assets, less its liabilities, by the
total number of its shares then outstanding. A Fund business day is any weekday
on which the Exchange is open for trading.

            Portfolio securities are valued at current market value or, if
market quotations are not readily available or are unreliable, at fair value as
determined in accordance with applicable rules under the 1940 Act and the Fund's
pricing policies and procedures (the "Pricing Policies") established by and
under the general supervision of the Boards. The Boards have delegated to the
Adviser, subject to the Boards' continuing oversight, certain of its duties with
respect to the Pricing Policies. The Adviser has established a Valuation
Committee, which operates under policies and procedures approved by the Boards,
to value a Fund's assets on behalf of the Funds.

            Whenever possible, securities are valued based on market information
on the business day as of which the value is being determined as follows:

            (a) an equity security listed on the Exchange, or on another
national or foreign exchange (other than securities listed on the Nasdaq Stock
Exchange ("NASDAQ")), is valued at the last sale price reflected on the
consolidated tape at the close of the exchange. If there has been no sale on the
relevant business day, the security is then valued at the last-traded price;

            (b) an equity security traded on NASDAQ is valued at the NASDAQ
Official Closing Price;

            (c) an OTC equity security is valued at the mid level between the
current bid and asked prices. If the mid price is not available, the security
will be valued at the bid price. An equity security traded on more than one
exchange is valued in accordance with paragraph (a) above by reference to the
principal exchange (as determined by the Adviser) on which the security is
traded;

            (d) a listed or OTC put or call option is valued at the mid level
between the current bid and asked prices (for options or futures contracts, see
item (e)). If neither a current bid nor a current ask price is available, the
Adviser will have discretion to determine the best valuation (e.g., last trade
price) and then bring the issue to the Valuation Committee the next day;

            (e) an open futures contract and any option thereon are valued at
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 relevant business
day, the security is valued at the last available closing settlement price;

            (f) a listed right is valued at the last-traded price provided by
approved vendors. If there has been no sale on the relevant business day, the
right is valued at the last-traded price from the previous day. On the following
day, the security is valued in good faith at fair value. For an unlisted right,
the calculation used in determining a value is the price of the reference
security minus the subscription price multiplied by the terms of the right.
There may be some instances when the subscription price is greater than the
referenced security right. In such instances, the right would be valued as
worthless;

            (g) a listed warrant is valued at the last-traded price provided by
approved vendors. If there is no sale on the relevant business day, the warrant
is valued at the last-traded price from the previous day. On the following day,
the security is valued in good faith at fair value. All unlisted warrants are
valued in good faith at fair value. Once a warrant has expired, it will no
longer be valued;

            (h) preferred securities are valued based on prices received from
approved vendors that use last trade data for listed preferreds and evaluated
bid prices for non-listed preferreds, as well as for listed preferreds when
there is no trade activity;

            (i) U.S. Government securities and any other debt instrument having
60 days or less remaining until maturity generally are valued at market by an
independent pricing service, if a market price is available. If a market price
is not available, the securities are valued at amortized cost. This methodology
pertains to 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 in which amortized cost is utilized, the
Valuation Committee must reasonably conclude that the utilization of amortized
cost is approximately the same as the fair value of the security. The factors
the Valuation Committee will consider include, but are not limited to, an
impairment of the creditworthiness of the issuer or material changes in interest
rates. The Adviser is responsible for monitoring any instances when a market
price is not applied to a short term security and will report any instances to
the Valuation Committee for review;

            (j) a fixed-income security is typically valued on the basis of bid
prices provided by an approved pricing vendor when the Adviser reasonably
believes that such prices reflect the fair market value of the security. In
certain markets, the market convention may be to use the mid price between bid
and offer. Fixed-income securities may be valued on the basis of mid prices when
such prices reflect the conventions of the particular markets. The prices
provided by an approved pricing vendor may take into account many factors,
including institutional size trading in similar groups of securities and any
developments related to specific securities. If the Adviser determines that an
appropriate pricing vendor does not exist for a security in a market that
typically values such security on the basis of a bid price, the security is
valued on the basis of a quoted bid price or spread over the applicable yield
curve (a bid spread) by a broker/dealer in such security. If the Adviser
receives multiple broker quotes that are deemed to be reliable, then the Adviser
will utilize the second highest broker quote. If an appropriate pricing vendor
does not exist for a security in a market where convention is to use the mid
price, the security is valued on the basis of a quoted mid price by a
broker-dealer in such security;

            (k) bank loans are valued on the basis of bid prices provided by a
pricing vendor;

            (l) bridge loans are valued at fair value, which equates to the
outstanding loan amount unless it is determined by the Adviser that any
particular bridge loan should be valued at something other than outstanding loan
amount. This may occur, due to, for example, a significant change in the high
yield market and/or a significant change in the status of any particular issuer
or issuers of bridge loans;

            (m) whole loans: residential and commercial mortgage whole loans and
whole loan pools are market priced by an approved vendor or broker-dealer;

            (n) forward and spot currency pricing is provided by an independent
pricing vendor. The rate provided by the approved vendor is a mid price for
forward and spot rates. In most instances whenever both an "onshore" rate and an
"offshore" (i.e., NDF) rate is available, the Adviser will use the offshore
(NDF) rate. NDF contracts are used for currencies where it is difficult (and
sometimes impossible) to take actual delivery of the currency;

            (o) OTC derivatives pricing: various independent pricing vendors are
used to obtain derivatives values or obtain information used to derive a price
for each investment. This information is placed into various pricing models that
can be sourced by the Adviser or from approved vendors (depending on the type of
derivative) to derive a price for each investment. These pricing models are
monitored/reviewed on an ongoing basis by the Adviser;


            (p) mutual funds and other pooled vehicles: the Adviser receives
pricing information for mutual funds and other pooled vehicles from various
sources (including AB Global Fund Administrator and the external custodian
banks). Open-end mutual funds are valued at the closing NAV per share and
closed-end funds and ETFs are valued at the closing market price per share;

            (q) repurchase agreements and reverse repurchase agreements:
repurchase agreements and reverse repurchase agreements will be valued based on
their original cost plus accrued interest;

            (r) hedge funds: hedge funds will be priced at the most recent
available closing NAV per share;

            (s) equity-linked notes: prices are sourced at the end of the
pricing day from approved vendors. The vendor methodology is to source the
relevant underlying non-U.S. dollar exchange closing prices and convert them to
U.S. dollars; and

            (t) credit-linked notes: prices are sourced on the reference bond
consistent with fixed-income security methodology as noted above, which are
passed through as the price on the credit-linked note. Alternatively, broker
marks are obtained.

            If the Adviser becomes aware of any news/market events that would
cause the Valuation Committee to believe the last traded or market-based price,
as applicable, does not reflect fair value, the security is then valued in good
faith at fair value by, or in accordance with, procedures approved by the Board.

            When a Fund uses fair value pricing, it may take into account any
factors it deems appropriate. The Fund may determine fair value based upon
developments related to a specific security, current valuations of foreign stock
indices (as reflected in U.S. futures markets) and/or U.S. sector or broader
stock market indices. The prices of securities used by the Fund to calculate its
NAV may differ from quoted or published prices for the same securities. Fair
value pricing involves subjective judgments and it is possible that the fair
value determined for a security is materially different than the value that
could be realized upon the sale of that security.

            Each Fund expects to use fair value pricing for securities primarily
traded on U.S. exchanges only under very limited circumstances, such as the
early closing of the exchange on which a security is traded or suspension of
trading in the security. A Fund may use fair value pricing more frequently for
securities primarily traded in non-U.S. markets because, among other things,
most foreign markets close well before the ordinarily Fund values its securities
at 4:00 p.m., Eastern time. The earlier close of these foreign markets gives
rise to the possibility that significant events, including broad market moves,
may have occurred in the interim. For example, the Fund believes that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Fund may frequently value many of
its foreign equity securities using fair value prices based on third party
vendor modeling tools to the extent available.

            Each Fund's Board may suspend the determination of its NAV (and the
offering and sale of shares), subject to the rules of the SEC and other
governmental rules and regulations, at a time when: (1) the Exchange is closed,
other than customary weekend and holiday closings, (2) an emergency exists as a
result of which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to determine fairly the value of its net assets, or
(3) for the protection of shareholders, the SEC by order permits a suspension of
the right of redemption or a postponement of the date of payment on redemption.

            For purposes of determining the Fund's NAV per share, all assets and
liabilities initially expressed in a foreign currency will be converted into
U.S. Dollars at the mean of the current bid and asked prices of such currency
against the U.S. Dollar last quoted by a major bank that is a regular
participant in the relevant foreign exchange market or on the basis of a pricing
service that takes into account the quotes provided by a number of such major
banks. If such quotations are not available as of the close of the Exchange, the
rate of exchange will be determined in good faith by, or under the direction of,
the Board.

            The assets attributable to the Class A shares, Class B shares, Class
C shares, Class R shares, Class K shares, Class I shares, Class Z shares and
Advisor Class shares are invested together in a single portfolio for each Fund.
The NAV of each class will be determined separately by subtracting the
liabilities allocated to that class from the assets belonging to that class in
conformance with the provisions of a plan adopted by the Fund in accordance with
Rule 18f-3 under the 1940 Act.

--------------------------------------------------------------------------------

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

--------------------------------------------------------------------------------

            Dividends paid by the Funds, if any, with respect to Class A, Class
B, Class C, Class R, Class K, Class I, Class Z and Advisor Class shares will be
calculated in the same manner at the same time on the same day and will be in
the same amount, except that the higher distribution services fee applicable to
Class B and C shares, and any incremental transfer agency costs relating to
Class B and Class C shares, will be borne exclusively by the class to which they
relate.

            The following summary addresses only the principal United States
federal income tax considerations pertinent to the Funds and to shareholders of
the Funds. This summary does not address the United States federal income tax
consequences of owning shares to all categories of investors, some of which may
be subject to special rules. This summary is based upon the advice of counsel
for the Funds and upon current law and interpretations thereof. No confirmation
has been obtained from the relevant tax authorities. There is no assurance that
the applicable laws and interpretations will not change.

            In view of the individual nature of tax consequences, each
shareholder is advised to consult the shareholder's own tax adviser with respect
to the specific tax consequences of being a shareholder of the Fund, including
the effect and applicability of federal, state, local, foreign and other tax
laws and the effects of changes therein.

United States Federal Income Taxation of Dividends and Distributions
--------------------------------------------------------------------

General
-------

            Each Fund intends for each taxable year to qualify to be taxed as a
"regulated investment company" under the Code. To so qualify, a Fund must, among
other things, (i) derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stock, securities or foreign currency, certain
other income (including, but not limited to, gains from options, futures or
forward contracts) derived with respect to its business of investing in stock,
securities or currency or net income derived from interests in qualified
publicly traded partnerships; and (ii) diversify its holdings so that, at the
end of each quarter of its taxable year, the following two conditions are met:
(a) at least 50% of the value of the Fund's assets is represented by cash, cash
items, U.S. Government securities, securities of other regulated investment
companies and other securities with respect to which the Fund's investment is
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the Fund's assets and to not more than 10% of the outstanding voting
securities of such issuer; and (b) not more than 25% of the value of the Fund's
assets is invested in (i) securities of any one issuer (other than U.S.
Government securities or securities of other regulated investment companies),
(ii) securities (other than securities of other regulated investment companies)
of any two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses or related trades or businesses, or (iii)
securities of one or more qualified publicly traded partnerships.

            If a Fund qualifies as a regulated investment company for any
taxable year and makes timely distributions to its shareholders of 90% or more
of its investment company taxable income for that year (calculated without
regard to its net capital gain, i.e., the excess of its net long-term capital
gain over its net short-term capital loss) it will not be subject to federal
income tax on the portion of its taxable income for the year (including any net
capital gain) that it distributes to shareholders.

            Each Fund will also avoid the 4% federal excise tax that would
otherwise apply to certain undistributed income for a given calendar year if it
makes timely distributions to the shareholders equal to at least the sum of (i)
98.2% of its ordinary income for that year, (ii) 98% of its capital gain net
income and foreign currency gains for the twelve-month period ending on October
31 of that year or later, if the Fund is permitted to so elect and so elects,
and (iii) any ordinary income or capital gain net income from the preceding
calendar year that was not distributed during such year. For this purpose,
income or gain retained by the Fund that is subject to corporate income tax will
be considered to have been distributed by the Fund during such year. For federal
income and excise tax purposes, dividends declared and payable to shareholders
of record as of a date in October, November or December of a given year but
actually paid during the immediately following January will be treated as if
paid by the Fund on December 31 of such earlier calendar year, and will be
taxable to these shareholders in the year declared, and not in the year in which
the shareholders actually receive the dividend.

            The information set forth in the Prospectus and the following
discussion relate solely to the significant United States federal income taxes
on dividends and distributions by a Fund and assume that the Fund qualifies to
be taxed as a regulated investment company. An investor should consult his or
her own tax advisor with respect to the specific tax consequences of being a
shareholder in a Fund, including the effect and applicability of federal, state,
local and foreign tax laws to his or her own particular situation and the
possible effects of changes therein.

Dividends and Distributions
---------------------------

            Each Fund intends to make timely distributions of the Fund's taxable
income (including any net capital gain) so that the Fund will not be subject to
federal income and excise taxes. Dividends of the Fund's net ordinary income and
distributions of any net realized short-term capital gain are taxable to
shareholders as ordinary income. The investment objective of the Fund is such
that only a small portion, if any, of the Fund's distributions is expected to
qualify for the dividends-received deduction for corporate shareholders.

            Some or all of the distributions from the Fund may be treated as
"qualified dividend income", taxable to individuals, trusts and estates at the
reduced tax rates applicable to long-term capital gains. A distribution from the
Fund will be treated as qualified dividend income to the extent that it is
comprised of dividend income received by the Fund from taxable domestic
corporations and certain qualified foreign corporations, and provided that the
Fund meets certain holding period and other requirements with respect to the
security with respect to which the dividend is paid. In addition, the
shareholder must meet certain holding period requirements with respect to the
shares of the Fund in order to take advantage of this preferential tax rate. To
the extent distributions from the Fund are attributable to other sources, such
as taxable interest or short-term capital gains, dividends paid by the Fund will
not be eligible for the lower rates. The Fund will notify shareholders as to how
much of the Fund's distributions, if any, would qualify for the reduced tax
rate, assuming that the shareholder also satisfies the holding period
requirements.

            Distributions of net capital gain are taxable as long-term capital
gain, regardless of how long a shareholder has held shares in the Funds. Any
dividend or distribution received by a shareholder on shares of a Fund will have
the effect of reducing the NAV of such shares by the amount of such dividend or
distribution. Furthermore, a dividend or distribution made shortly after the
purchase of such shares by a shareholder, although in effect a return of capital
to that particular shareholder, would be taxable to him or her as described
above. Dividends are taxable in the manner discussed regardless of whether they
are paid to the shareholder in cash or are reinvested in additional shares of a
Fund.

            After the end of the calendar year, a Fund will notify shareholders
of the federal income tax status of any distributions made by the Fund to
shareholders during such year.

            Sales and Redemptions. Any gain or loss arising from a sale or
redemption of Fund shares generally will be a capital gain or loss if a Fund
shares are held as a capital asset, and will be a long-term capital gain or loss
if the shareholder has held such shares for more than one year at the time of
the sale or redemption; otherwise it will be a short-term capital gain or loss.
If a shareholder has held shares in the Fund for six months or less and during
that period has received a distribution of net capital gain, any loss recognized
by the shareholder on the sale of those shares during the six-month period will
be treated as a long-term capital loss to the extent of the distribution. In
determining the holding period of such shares for this purpose, any period
during which a shareholder's risk of loss is offset by means of options, short
sales or similar transactions is not counted.

            Any loss realized by a shareholder on a sale or exchange of shares
of a Fund will be disallowed to the extent the shares disposed of are reacquired
within a period of 61 days beginning 30 days before and ending 30 days after the
shares are sold or exchanged. For this purpose, acquisitions pursuant to the
Dividend Reinvestment Plan would constitute a reacquisition if made within the
period. If a loss is disallowed, then such loss will be reflected in an upward
adjustment to the basis of the shares acquired.

            Cost Basis Reporting. As part of the Energy Improvement and
Extension Act of 2008, mutual funds are required to report to the Internal
Revenue Service the "cost basis" of shares acquired by a shareholder on or after
January 1, 2012 ("covered shares") and subsequently redeemed. These requirements
do not apply to investments through a tax-deferred arrangement, such as a 401(k)
plan or an individual retirement plan. The "cost basis" of a share is generally
its purchase price adjusted for dividends, return of capital, and other
corporate actions. Cost basis is used to determine whether a sale of the shares
results in a gain or loss. The amount of gain or loss recognized by a
shareholder on the sale or redemption of shares is generally the difference
between the cost basis of such shares and their sale price. If you redeem
covered shares during any year, then the Funds will report the cost basis of
such covered shares to the Internal Revenue Service (the "IRS") and you on Form
1099-B along with the gross proceeds received on the redemption, the gain or
loss realized on such redemption and the holding period of the redeemed shares.

            Your cost basis in your covered shares is permitted to be calculated
using any one of three alternative methods: Average Cost, First In-First Out
(FIFO) and Specific Share Identification. You may elect which method you want to
use by notifying the Funds. This election may be revoked or changed by you at
any time up to the date of your first redemption of covered shares. If you do
not affirmatively elect a cost basis method then a Fund's default cost basis
calculation method, which is currently the Average Cost method - will be applied
to your account(s). The default method will also be applied to all new accounts
established unless otherwise requested.

            If you hold Fund shares through a broker (or another nominee),
please contact that broker (nominee) with respect to the reporting of cost basis
and available elections for your account.

            You are encouraged to consult your tax advisor regarding the
application of the new cost basis reporting rules and, in particular, which cost
basis calculation method you should elect.

            Qualified Plans. A dividend or capital gains distribution with
respect to shares of a Fund held by a tax-deferred or qualified plan, such as an
individual retirement account, section 403(b)(7) retirement plan or corporate
pension or profit-sharing plan, generally will not be taxable to the plan.
Distributions from such plans will be taxable to individual participants under
applicable tax rules without regard to the character of the income earned by the
qualified plan.

            Backup Withholding. Any distributions and redemption proceeds
payable to a shareholder may be subject to "backup withholding" tax if such
shareholder fails to provide the Fund with his or her correct taxpayer
identification number, fails to make required certifications, or is notified by
the IRS that he or she is subject to backup withholding. Corporate shareholders
and certain other shareholders specified in the Code are exempt from such backup
withholding. Backup withholding is not an additional tax; any amounts so
withheld may be credited against a shareholder's U.S. federal income tax
liability or refunded by filing a refund claim with the IRS, provided that the
required information is furnished to the IRS.

            Foreign Income Taxes. Investment income received by a Fund from
sources within foreign countries may be subject to foreign income taxes,
including taxes withheld at the source. The United States has entered into tax
treaties with many foreign countries which entitle a Fund to a reduced rate of
such taxes or exemption from taxes on such income. It is impossible to determine
the effective rate of foreign tax in advance since the amount of a Fund's assets
to be invested within various countries is not known.

            If more than 50% of the value of a Fund's total assets at the close
of its taxable year consists of the stock or securities of foreign corporations,
the Fund may elect to "pass through" to the Fund's shareholders the amount of
foreign income taxes paid by the Fund. Pursuant to such election, shareholders
would be required: (i) to include in gross income (in addition to taxable
dividends actually received), their respective pro-rata shares of foreign taxes
paid by the Fund; (ii) treat their pro rata share of such foreign taxes as
having been paid by them; and (iii) either to deduct their pro rata share of
foreign taxes in computing their taxable income, or to use it as a foreign tax
credit against federal income taxes (but not both). No deduction for foreign
taxes could be claimed by a shareholder who does not itemize deductions. In
addition, certain shareholders may be subject to rules which limit their ability
to fully deduct, or claim a credit for, their pro rata share of the foreign
taxes paid by a Fund. A shareholder's foreign tax credit with respect to a
dividend received from a Fund will be disallowed unless the shareholder holds
shares in the Fund on the ex-dividend date and for at least 15 other days during
the 30-day period beginning 15 days prior to the ex-dividend date.

            Each shareholder will be notified within 60 days after the close of
each taxable year of a Fund whether the foreign taxes paid by the Fund will
"pass through" for that year, and, if so, the amount of each shareholder's
pro-rata share (by country) of (i) the foreign taxes paid, and (ii) the Fund's
gross income from foreign sources. Shareholders who are not liable for federal
income taxes, such as retirement plans qualified under section 401 of the Code,
will not be affected by any such "pass through" of foreign taxes.

            The federal income tax status of each year's distributions by a Fund
will be reported to shareholders and to the IRS. The foregoing is only a general
description of the treatment of foreign taxes under the United States federal
income tax laws. Because the availability of a foreign tax credit or deduction
will depend on the particular circumstances of each shareholder, potential
investors are advised to consult their own tax advisers.

United States Federal Income Taxation of the Funds
--------------------------------------------------

            The following discussion relates to certain significant United
States federal income tax consequences to a Fund with respect to the
determination of its "investment company taxable income" each year. This
discussion assumes that a Fund will be taxed as a regulated investment company
for each of its taxable years.

            Passive Foreign Investment Companies. If a Fund owns shares in a
foreign corporation that constitutes a "passive foreign investment company" (a
"PFIC") for federal income tax purposes and the Fund does not elect or is unable
to elect to either treat such foreign corporation as a "qualified electing fund"
within the meaning of the Code or "mark-to-market" the stock of such foreign
corporation, the Fund may be subject to United States federal income taxation on
a portion of any "excess distribution" it receives from the PFIC or any gain it
derives from the disposition of such shares, even if such income is distributed
as a taxable dividend by the Fund to its shareholders. A Fund may also be
subject to additional interest charges in respect of deferred taxes arising from
such distributions or gains. Any tax paid by a Fund as a result of its ownership
of shares in a PFIC will not give rise to a deduction or credit to the Fund or
to any shareholder. A foreign corporation will be treated as a PFIC if, for the
taxable year involved, either (i) such foreign corporation derives at least 75%
of its gross income from "passive income" (including, but not limited to,
interest, dividends, royalties, rents and annuities), or (ii) on average, at
least 50% of the value (or adjusted tax basis, if elected) of the assets held by
the corporation produce or are held for the production of "passive income". A
Fund will generally be permitted to elect to "mark-to-market" stock in a PFIC.
If a Fund makes such an election, the Fund would include in its taxable income
each year an amount equal to the excess, if any, of the fair market value of the
PFIC stock as of the close of the taxable year over the Fund's adjusted basis in
the PFIC stock. A Fund would be allowed a deduction for the excess, if any, of
the adjusted basis of the PFIC stock over the fair market value of the PFIC
stock as of the close of the taxable year, but only to the extent of any net
mark-to-market gains included in the Fund's taxable income for prior taxable
years. A Fund's adjusted basis in the PFIC stock would be adjusted to reflect
the amounts included in, or deducted from, income under this election. Amounts
included in income pursuant to this election, as well as gain realized on the
sale or other disposition of the PFIC stock, would be treated as ordinary
income. The deductible portion of any mark-to-market loss, as well as loss
realized on the sale or other disposition of the PFIC stock to the extent that
such loss does not exceed the net mark-to-market gains previously included by
the Fund, would be treated as ordinary loss. A Fund generally would not be
subject to the deferred tax and interest charge provisions discussed above with
respect to PFIC stock for which a mark-to-market election has been made. If the
Fund purchases shares in a PFIC and the Fund elects to treat the foreign
corporation as a "qualified electing fund" under the Code, the Fund may be
required to include in its income each year a portion of the ordinary income and
net capital gains of such foreign corporation, even if this income is not
distributed to the Fund. Any such income would be subject to the 90% and
calendar year distribution requirements described above.

            Options, Futures Contracts, and Forward Foreign Currency Contracts.
Certain listed options, regulated futures contracts, and forward foreign
currency contracts are considered "section 1256 contracts" for federal income
tax purposes. Section 1256 contracts held by a Fund at the end of each taxable
year will be "marked to market" and treated for federal income tax purposes as
though sold for fair market value on the last business day of such taxable year.
Gain or loss realized by a Fund on section 1256 contracts other than forward
foreign currency contracts will be considered 60% long-term and 40% short-term
capital gain or loss. Gain or loss realized by a Fund on forward foreign
currency contracts will be treated as section 988 gain or loss and will
therefore be characterized as ordinary income or loss and will increase or
decrease the amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described above. The Fund can
elect to exempt its section 1256 contracts which are part of a "mixed straddle"
(as described below) from the application of section 1256.

            Gain or loss realized by a Fund on the lapse or sale of put and call
options on foreign currencies which are traded OTC or on certain foreign
exchanges will be treated as section 988 gain or loss and will therefore be
characterized as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be distributed to
shareholders as ordinary income, as described above. The amount of such gain or
loss shall be determined by subtracting the amount paid, if any, for or with
respect to the option (including any amount paid by the Fund upon termination of
an option written by the Fund) from the amount received, if any, for or with
respect to the option (including any amount received by the Fund upon
termination of an option held by the Fund). In general, if a Fund exercises such
an option on a foreign currency, or if such an option that a Fund has written is
exercised, gain or loss on the option will be recognized in the same manner as
if the Fund had sold the option (or paid another person to assume the Fund's
obligation to make delivery under the option) on the date on which the option is
exercised, for the fair market value of the option. The foregoing rules will
also apply to other put and call options which have as their underlying property
foreign currency and which are traded OTC or on certain foreign exchanges to the
extent gain or loss with respect to such options is attributable to fluctuations
in foreign currency exchange rates.

            Tax Straddles. Any option, futures contract or other position
entered into or held by a Fund in conjunction with any other position held by
the Fund may constitute a "straddle" for federal income tax purposes. A straddle
of which at least one, but not all, the positions are section 1256 contracts may
constitute a "mixed straddle." In general, straddles are subject to certain
rules that may affect the character and timing of the Fund's gains and losses
with respect to straddle positions by requiring, among other things, that (i)
loss realized on disposition of one position of a straddle not be recognized to
the extent that the Fund has unrealized gains with respect to the other position
in such straddle; (ii) the Fund's holding period in straddle positions be
suspended while the straddle exists (possibly resulting in gain being treated as
short-term capital gain rather than long-term capital gain); (iii) losses
recognized with respect to certain straddle positions which are part of a mixed
straddle and which are non-section 1256 positions be treated as 60% long-term
and 40% short-term capital loss; (iv) losses recognized with respect to certain
straddle positions which would otherwise constitute short-term capital losses be
treated as long-term capital losses; and (v) the deduction of interest and
carrying charges attributable to certain straddle positions may be deferred.
Various elections are available to the Fund which may mitigate the effects of
the straddle rules, particularly with respect to mixed straddles. In general,
the straddle rules described above do not apply to any straddles held by the
Fund, all of the offsetting positions of which consist of section 1256
contracts.

            Currency Fluctuations -- "Section 988" Gains or Losses. Under the
Code, gains or losses attributable to fluctuations in exchange rates which occur
between the time a Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities are treated as
ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign currencies, from the disposition of debt securities
denominated in a foreign currency, or from the disposition of a forward contract
denominated in a foreign currency which are attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the asset and
the date of disposition also are treated as ordinary income or loss. These gains
or losses, referred to under the Code as "section 988" gains or losses, increase
or decrease the amount of a Fund's investment company taxable income available
to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of the Fund's net capital gain. Because section 988
losses reduce the amount of ordinary dividends a Fund will be allowed to
distribute for a taxable year, such section 988 losses may result in all or a
portion of prior dividend distributions for such year being recharacterized as a
non-taxable return of capital to shareholders, rather than as an ordinary
dividend, reducing each shareholder's basis in his or her Fund shares. To the
extent that such distributions exceed such shareholder's basis, each will be
treated as a gain from the sale of shares.

Other Taxes
-----------

            The Funds may be subject to other state and local taxes.

Taxation of Foreign Stockholders
--------------------------------

            Taxation of a shareholder who, under the Code, is a nonresident
alien individual, foreign trust or estate, foreign corporation or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is "effectively connected" with a U.S. trade or business carried on by the
foreign shareholder.

            If the income from a Fund is not effectively connected with the
foreign shareholder's U.S. trade or business, then, except as discussed below,
distributions of the Fund attributable to ordinary income paid to a foreign
shareholder by the Fund will be subject to U.S. withholding tax at the rate of
30% (or lower treaty rate) upon the gross amount of the distribution. However,
distributions of a Fund attributable to U.S. source portfolio interest income
will not be subject to this withholding tax if so designated.

            A foreign shareholder generally would be exempt from Federal income
tax on distributions of a Fund attributable to net long-term capital gain,
short-term capital gain and on gain realized from the sale or redemption of
shares of the Fund. Special rules apply in the case of a shareholder that is a
foreign trust or foreign partnership.

            If the income from a Fund is effectively connected with a foreign
shareholder's U.S. trade or business, then ordinary income distributions,
capital gain distributions, and any gain realized upon the sale of shares of the
Fund will be subject to Federal income tax at the rates applicable to U.S.
citizens or U.S. corporations.

            The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein.

            The tax rules of other countries with respect to an investment in a
Fund can differ from the Federal income taxation rules described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisors as to the consequences of foreign tax rules with
respect to an investment in the Fund.

--------------------------------------------------------------------------------

                             PORTFOLIO TRANSACTIONS

--------------------------------------------------------------------------------

            Subject to the general oversight of the Directors, the Adviser is
responsible for the investment decisions and the placing of orders for portfolio
transactions of the Funds. The Adviser determines the broker or dealer to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission (for transactions on which a
commission is payable) and the best price obtainable on each transaction
(generally defined as "best execution"). In connection with seeking best price
and execution, a Fund does not consider sales of shares of the Fund or other
investment companies managed by the Adviser as a factor in the selection of
brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such considerations.

            When consistent with the objective of obtaining best execution,
brokerage may be directed to persons or firms supplying investment information
to the Adviser. There may be occasions where the transaction cost charged by a
broker may be greater than that which another broker may charge if it is
determined in good faith that the amount of such transaction cost is reasonable
in relation to the value of brokerage, research and statistical services
provided by the executing broker.

            Neither the Funds nor the Adviser has entered into agreements or
understandings with any brokers regarding the placement of securities
transactions because of research services they provide. A broker-dealer may
provide the Adviser with research or related services with an expectation, but
not necessarily an explicit agreement or contract, that the Adviser will use the
broker-dealer to execute client transactions in the future. To the extent that
such persons or firms supply investment information to the Adviser for use in
rendering investment advice to the Funds, such information may be supplied at no
cost to the Adviser and, therefore, may have the effect of reducing the expenses
of the Adviser in rendering advice to the Funds. While it is impracticable to
place an actual dollar value on such investment information, the Adviser
believes that its receipt probably does not reduce the overall expenses of the
Adviser to any material extent.

            The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Securities Exchange Act of 1934, as
amended, and is designed to augment the Adviser's own internal research and
investment strategy capabilities. Research services furnished by brokers through
which a Fund effects securities transactions are used by the Adviser in carrying
out its investment management responsibilities with respect to all its client's
accounts but not all such services may be used by the Adviser in connection with
the Fund.

            The extent to which commissions that will be charged by
broker-dealers selected by a Fund may reflect an element of value for research
cannot presently be determined. To the extent that research services of value
are provided by broker-dealers with or through whom the Fund places portfolio
transactions, the Adviser may be relieved of expenses which it might otherwise
bear. Research services furnished by broker-dealers as a result of the placement
of portfolio transactions could be useful and of value to the Adviser in
servicing its other clients as well as the Fund; on the other hand, certain
research services obtained by the Adviser as a result of the placement of
portfolio brokerage of other clients could be useful and of value to it in
servicing the Fund.

            A Fund may deal in some instances in securities that are not listed
on a national securities exchange but are traded in the OTC market. It may also
purchase listed securities through the third market, (i.e., from a dealer) that
is not a member of the exchange on which a security is listed. Where
transactions are executed in the OTC or third market, a Fund will seek to deal
with the primary market makers; but when necessary in order to obtain best
execution, they will utilize the services of others. In all cases, a Fund will
attempt to negotiate best execution.

            Transactions for a Fund in fixed-income securities, including
transactions in listed securities, are executed in the OTC market by
approximately fifteen principal market maker dealers with whom the Adviser
maintains regular contact. These transactions will generally be principal
transactions at net prices and the Fund will incur little or no brokerage costs.
Where possible, securities will be purchased directly from the issuer or from an
underwriter or market maker for the securities unless the Adviser believes a
better price and execution is available elsewhere. Purchases from underwriters
of newly-issued securities for inclusion in a portfolio usually will include a
concession paid to the underwriter by the issuer and purchases from dealers
serving as market makers will include the spread between the bid and asked
price.

            A Fund's portfolio transactions in equity securities may occur on
foreign stock exchanges. Transactions on stock exchanges involve the payment of
brokerage commissions. On many foreign stock exchanges these commissions are
fixed. Securities traded in foreign OTC markets (including most fixed-income
securities) are purchased from and sold to dealers acting as principal. OTC
transactions generally do not involve the payment of a stated commission, but
the price usually includes an undisclosed commission or markup. The prices of
underwritten offerings, however, generally include a stated underwriter's
discount. The Adviser expects to effect the bulk of its transactions in
securities of companies based in foreign countries through brokers, dealers or
underwriters located in such countries. U.S. Government or other U.S. securities
constituting permissible investments will be purchased and sold through U.S.
brokers, dealers or underwriters.

            Investment decisions for a Fund are made independently from those
for other investment companies and other advisory accounts managed by the
Adviser. It may happen, on occasion, that the same security is held in the
portfolio of the Fund and one or more of such other companies or accounts.
Simultaneous transactions are likely when several funds or accounts are managed
in accordance with a similar strategy by the Adviser, particularly when a
security is suitable for the investment objectives of more than one of such
companies or accounts. When two or more companies or accounts managed by the
Adviser are simultaneously engaged in the purchase or sale of the same security,
the transactions are allocated to the respective companies or accounts both as
to amount and price, in accordance with a method deemed equitable to each
company or account. In some cases this system may adversely affect the price
paid or received by the Fund or the size of the position obtainable for the
Fund.

            Allocations are made by the officers of a Fund or of the Adviser.
Purchases and sales of portfolio securities are determined by the Adviser and
are placed with broker-dealers by the order department of the Adviser.

            The amount of aggregate brokerage commissions paid by the Funds
during the three most recent fiscal years (or since inception), the related
commissions allocated to persons or firms because of research services provided
to the Fund or the Adviser during the most recent fiscal year and the aggregate
amount of transactions allocated to persons or firms because of research
services provided to the Fund or the Adviser during the most recent fiscal year
(or since inception) are as follows:




                                                                                          Aggregate
                                                                                          Amount of
                                                                    Commissions           Brokerage
                                                                    Allocated to          Transactions
                                                                    Persons or Firms      Allocated to
Fiscal Year or                                                      Because of            Persons or Firms
Period                                         Amount               Research Services     Because of
Ended                                          of Aggregate         Provided to the       Research Services
July 31/                                       Brokerage            Fund or the           to the Fund or
June 30          Fund                          Commissions          Adviser               the Adviser
-------          ----                          -----------          -------               -----------
                                                                              

2016             Growth Fund                     $  260,301          $  243,857           $    2,709,410
2015                                                329,600
2014                                                382,592

2016             Large Cap Growth                $1,370,711          $1,224,221           $3,184,996,467
2015                                              1,111,586
2014                                              1,061,761

2016             Concentrated Growth             $  152,736            $151,013           $  338,619,003
2015                                                 80,088(1)
2014                                                  9,027

2016             Discovery Growth                $1,788,577          $1,595,206           $2,163,125,086
2015                                              1,603,644
2014                                              1,767,505

2016             Small Cap Growth                $1,470,723          $1,279,675           $1,450,031,426
2015                                             1,545,760
2014                                             1,904,648

2016             Select US Equity                  $689,184          $  604,287           $1,217,474,908
2015                                               908,819
2014                                             1,389,435

2016             Select US Long/Short            $3,760,128          $3,207,661           $8,245,375,893
2015                                              5,588,002
2014                                              2,692,126

2016             Sustainable Global Thematic     $  455,848          $  322,590           $  359,905,451
2015                                                545,931
2014                                                668,404

2016             International Growth            $  335,810          $  272,609           $  305,291,621
2015                                                267,200
2014                                                614,299

2016             Global Core Equity              $  121,337          $  105,500           $  154,349,553
2015                                                 60,019

2016             International Strategic Core    $    4,135          $    3,416           $    4,525,462


------------------
            (1) The aggregate brokerage commissions paid by the Fund increased
materially from the previous year due to an increase in the number of portfolio
transactions.


            A Fund may, from time to time, place orders for the purchase or sale
of securities (including listed call options) with SCB & Co. and SCB Limited (a
United Kingdom broker-dealer), affiliates of the Adviser (the "Affiliated
Brokers"). In such instances, the placement of orders with the Affiliated
Brokers would be consistent with the Fund's objective of obtaining the best
execution and would not be dependent upon the fact that the Affiliated Brokers
are affiliates of the Adviser. With respect to orders placed with the Affiliated
Brokers for execution on a national securities exchange, commissions received
must conform to Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder,
which permit an affiliated person of a registered investment company (such as
the Funds), or any affiliated person of such person, to receive a brokerage
commission from such registered investment company provided that such commission
is reasonable and fair compared to the commissions received by other brokers in
connection with comparable transactions involving similar securities during a
comparable period of time.

            The aggregate amount of brokerage commissions paid to the Affiliated
Brokers during each Fund's three most recent fiscal years (or since inception)
and, during the most recent fiscal year (or since inception), the Affiliated
Brokers' percentage of aggregate brokerage commissions and the aggregate dollar
amount of brokerage transactions, respectively, are as follows:




                                                                                           % of Fund's
                                                Aggregate                                  Aggregate Dollar
                                                Amount              % of Fund's            Amount of Brokerage
Fiscal Year                                     of Brokerage        Aggregate Brokerage    Transactions
Ended                                           Commissions         Commissions            Involving Payment of
July 31/                                        Paid to Affiliated  Paid to Affiliated     Commissions through
June 30           Fund                          Brokers             Brokers                Affiliated Brokers
-------           ----                          ------------        ---------------        --------------------
                                                                                   

2016              Growth Fund                       $1,632                   .63%                 .59%
2015                                                   548
2014                                                 4,907

2016              Large Cap Growth                    $614                   .04%                 .08%
2015                                                   710
2014                                                 1,752

2016              Concentrated Growth                   $0                     0%                   0%
2015                                                   175
2014                                                     0

2016              Discovery Growth                  $1,003                   .06%                 .02%
2015                                                    70
2014                                                 1,496

2016              Small Cap Growth                                           .08%                 .06%
                                                    $1,187
2015                                                   167
2014                                                 1,070

2016              Select US Equity                      $0                     0%                   0%
2015                                                     0
2014                                                28,064

2016              Select US Long/Short                  $0                     0%                   0%
2015                                                     0
2014                                                41,157

2016              Sustainable Global Thematic           $0                     0%                   0%
2015                                                     0
2014                                                   193

2016              International Growth                  $0                     0%                   0%
2015                                                     0
2014                                                     0

2016              Global Core Equity                   $ 0                     0%                   0%
2015                                                     9

2016              International Strategic Core         $ 0                     0%                   0%


Disclosure of Portfolio Holdings
--------------------------------

            Each Fund believes that the ideas of the Adviser's investment staff
should benefit the Fund and its shareholders, and does not want to afford
speculators an opportunity to profit by anticipating Fund trading strategies or
using Fund information for stock picking. However, each Fund also believes that
knowledge of the Fund's portfolio holdings can assist shareholders in monitoring
their investment, making asset allocation decisions, and evaluating portfolio
management techniques.

            The Adviser has adopted, on behalf of each Fund, policies and
procedures relating to disclosure of the Fund's portfolio securities. The
policies and procedures relating to disclosure of a Fund's portfolio securities
are designed to allow disclosure of portfolio holdings information where
necessary to the Fund's operation or useful to the Fund's shareholders without
compromising the integrity or performance of the Fund. Except when there are
legitimate business purposes for selective disclosure and other conditions
(designed to protect the Fund and its shareholders) are met, the Fund does not
provide or permit others to provide information about the Fund's portfolio
holdings on a selective basis.

            Each Fund includes portfolio holdings information as required in
regulatory filings and shareholder reports, discloses portfolio holdings
information as required by federal or state securities laws and may disclose
portfolio holdings information in response to requests by governmental
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.ABfunds.com). The Adviser generally posts on the
website a complete schedule of the Fund's portfolio securities, generally as of
the last day of each calendar month, approximately 30 days after the end of that
month. This posted information generally remains accessible on the website for
three months. For each portfolio security, the posted information includes its
name, the number of shares held by the Fund, the market value of the Fund's
holdings, and the percentage of the Fund's assets represented by the Fund's
holdings. In addition to the schedule of portfolio holdings, the Adviser may
post information about the number of securities the Fund holds, a summary of the
Fund's top ten holdings (including name and the percentage of the Fund's assets
invested in each holding), and a percentage breakdown of the Fund's investments
by country, sector and industry, as applicable approximately 10-15 days after
the end of the month. The day after portfolio holdings information is publicly
available on the website, it may be mailed, e-mailed or otherwise transmitted to
any person.

            The Adviser may distribute or authorize the distribution of
information about a Fund's portfolio holdings that is not publicly available, on
the website or otherwise, to the Adviser's employees and affiliates that provide
services to the Fund. In addition, the Adviser may distribute or authorize
distribution of information about the Fund's portfolio holdings that is not
publicly available, on the website or otherwise, to the Fund's service providers
who require access to the information in order to fulfill their contractual
duties relating to the Fund, to facilitate the review of the Fund by rating
agencies, for the purpose of due diligence regarding a merger or acquisition, or
for the purpose of effecting in-kind redemption of securities to facilitate
orderly redemption of portfolio assets and minimal impact on remaining Fund
shareholders. The Adviser does not expect to disclose information about the
Fund's portfolio holdings that is not publicly available to the Fund's
individual or institutional investors or to intermediaries that distribute the
Fund's shares. Information may be disclosed with any frequency and any lag, as
appropriate.

            Before any non-public disclosure of information about a Fund's
portfolio holdings is permitted, however, the Adviser's Chief Compliance Officer
(or his designee) must determine that the Fund has a legitimate business purpose
for providing the portfolio holdings information, that the disclosure is in the
best interests of the Fund's shareholders, and that the recipient agrees or has
a duty to keep the information confidential and agrees not to trade directly or
indirectly based on the information or to use the information to form a specific
recommendation about whether to invest in the Fund or any other security. Under
no circumstances may the Adviser or its affiliates receive any consideration or
compensation for disclosing the information.

            The Adviser has established procedures to ensure that each Fund's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Chief Compliance Officer (or his designee) may
approve the disclosure, and then only if he or she and a designated senior
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of the Fund and is in the best interest of
the Fund's shareholders. The Adviser's Chief Compliance Officer (or his
designee) approves disclosure only after considering the anticipated benefits
and costs to the Fund and its shareholders, the purpose of the disclosure, any
conflicts of interest between the interests of the Fund and its shareholders and
the interests of the Adviser or any of its affiliates, and whether the
disclosure is consistent with the policies and procedures governing disclosure.
Only someone approved by the Adviser's Chief Compliance Officer (or his
designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications
from senior officers of authorized recipients that the recipient is using the
portfolio holdings information only in a manner consistent with the Adviser's
policy and any applicable confidentiality agreement. The Adviser's Chief
Compliance Officer (or his designee) or another member of the compliance team
reports all arrangements to disclose portfolio holdings information to the
Fund's Board on a quarterly basis. If the Board determines that disclosure was
inappropriate, the Adviser will promptly terminate the disclosure arrangement.

            In accordance with these procedures, each of the following third
parties has been approved to receive information concerning each Fund's
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) RR Donnelley Financial, Data
Communique International and, from time to time, other financial printers, for
the purpose of preparing Fund regulatory filings; (iii) the Fund's custodian in
connection with its custody of the Fund's assets; (iv) Institutional Shareholder
Services, Inc. for proxy voting services; and (v) data aggregators, such as
Vestek. Information may be provided to these parties at any time with no time
lag. Each of these parties is contractually and ethically prohibited from
sharing the Fund's portfolio holdings information unless specifically
authorized.

--------------------------------------------------------------------------------

                              GENERAL INFORMATION

--------------------------------------------------------------------------------

Growth Fund
-----------

            The Fund is a series of the AB Portfolios which is organized as a
Massachusetts business trust (the "Trust") under the laws of The Commonwealth of
Massachusetts by an Agreement and Declaration of Trust ("Declaration of Trust")
dated March 26, 1987, a copy of which is on file with the Secretary of State of
The Commonwealth of Massachusetts. The Trust is a "series" company as described
in Rule 18f-2 under the 1940 Act, having seven separate portfolios, including
the Fund each of which is represented by a separate series of shares. The name
of the Trust was changed from "The Alliance Portfolios" to the
"AllianceBernstein Portfolios", and the name of the Fund was changed from
"Alliance Growth Fund" to "AllianceBernstein Growth Fund" on March 31, 2003. The
name of the Trust was changed from the "AllianceBernstein Portfolios" to "AB
Portfolios", and the name of the Fund was changed from "AllianceBernstein Growth
Fund" to "AB Growth Fund" on January 20, 2015.

            The Declaration of Trust permits the Directors to issue an unlimited
number of full and fractional shares of each series and of each class of shares
thereof. The shares of the Fund and each class thereof do not have any
preemptive rights. Upon termination of the Fund or any class thereof, whether
pursuant to liquidation of the Trust or otherwise, shareholders of the Fund or
that class are entitled to share pro rata in the net assets of that Fund or that
class then available for distribution to such shareholders.

            The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust or any Fund, however, may be terminated at any time by vote of
at least a majority of the outstanding shares of the Fund affected. The
Declaration of Trust further provides that the Trustees may also terminate the
Trust upon written notice to the shareholders.

            Under Massachusetts law shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Declaration of Trust provides for indemnification out of
the Growth Fund's property for all loss and expense of any shareholder of that
Fund held liable on account of being or having been a shareholder. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund of which he or she was a
shareholder would be unable to meet its obligations.

Large Cap Growth
----------------

            The Fund is a Maryland corporation organized in 1992. The name of
the Fund became "Alliance Premier Growth Fund, Inc." on August 3, 1992, and
"AllianceBernstein Premier Growth Fund, Inc." on March 31, 2003. The Fund
changed its name to "AllianceBernstein Large Cap Growth Fund, Inc." on December
15, 2004, and "AB Large Cap Growth Fund" on January 20, 2015.

Concentrated Growth
-------------------

            The Fund is a series of AB Cap Fund, Inc., a Maryland corporation.
The Fund was organized in 2013 under the name "AllianceBernstein Concentrated
Growth Fund". The Fund changed its name to "AB Concentrated Growth Fund" on
January 20, 2015.

            The Fund commenced operations on February 24, 1994 as the W.P.
Stewart & Co. Growth Fund, Inc., a Maryland corporation, the assets and
liabilities of which were acquired effective November 30, 2009 by the W.P.
Stewart & Co. Growth Fund (together, the "Predecessor Fund"). As of the close of
business on February 28, 2014, the Predecessor Fund was reorganized into the
Fund.

Discovery Growth
----------------

            The Fund was organized as a Maryland corporation in 1979 under the
name Chemical Fund, Inc. and is the successor to a Delaware corporation of the
same name organized in 1938. The name of the Fund became "The Alliance Fund,
Inc." on March 13, 1987, "Alliance Mid-Cap Growth Fund, Inc." on February 1,
2002, "AllianceBernstein Mid-Cap Growth Fund, Inc." on March 31, 2003,
"AllianceBernstein Small/Mid Cap Growth Fund, Inc." on November 3, 2008,
"AllianceBernstein Discovery Growth Fund, Inc." on November 1, 2012 and "AB
Discovery Growth Fund" on January 20, 2015.

Small Cap Growth
----------------

            The Fund was originally organized under the name Quasar Associates,
Inc. as a Delaware corporation on August 5, 1968 and, effective April 27, 1989,
was reorganized as a corporation under the laws of Maryland under the name
"Alliance Quasar Fund, Inc." The name of the Fund was changed to
"AllianceBernstein Small Cap Growth Fund, Inc." on November 1, 2003 and became a
series of AB Cap Fund, Inc. on September 8, 2004. The Fund changed its name to
"AB Small Cap Growth Portfolio" on January 20, 2015.

Select US Equity
----------------

            The Fund is a series of AB Cap Fund, Inc., a Maryland corporation.
The Fund was organized in 2011 under the name "AllianceBernstein Select US
Equity Portfolio" and changed its name to "AB Select US Equity Portfolio" on
January 20, 2015.

Select US Long/Short
--------------------

            The Fund is a series of AB Cap Fund, Inc., a Maryland corporation.
The Fund was organized in 2012 under the name "AllianceBernstein Select US
Long/Short Portfolio" and changed its name to "AB Select US Long/Short Portfolio
on January 20, 2015.

Sustainable Global Thematic
---------------------------

            The Fund is a Maryland corporation organized in 1980 under the name
"Alliance Technology Fund, Inc." The name of the Fund became "AllianceBernstein
Technology Fund, Inc." on March 31, 2003, "AllianceBernstein Global Technology
Fund, Inc." on December 15, 2004, "AllianceBernstein Global Thematic Growth
Fund, Inc." on November 3, 2008, "AB Global Thematic Growth Fund" on January 20,
2015, and "AB Sustainable Global Thematic Fund" on October 31, 2016.

International Growth
--------------------

            The Fund is a Maryland corporation organized in 1994 under the name
"Alliance Worldwide Privatization Fund, Inc." The name of the Fund became
"AllianceBernstein Worldwide Privatization Fund, Inc." on March 31, 2003 and
"AllianceBernstein International Growth Fund, Inc." on May 13, 2005. The Fund
changed its name to "AB International Growth Fund" on January 20, 2015.

Global Core Equity
------------------

            The Fund is a series of AB Cap Fund, Inc., a Maryland corporation.
The Fund was organized in 2014 under the name "AllianceBernstein Global Core
Equity Portfolio". The name of the Fund was changed from "AllianceBernstein
Global Core Equity Portfolio" to "AB Global Core Equity Portfolio" on January
20, 2015.

International Strategic Core
----------------------------

            The Fund is a series of AB Cap Fund, Inc., a Maryland corporation.
The Fund was organized in 2015 under the name "AB International Strategic Core
Portfolio". The Board is authorized to reclassify and issue any unissued shares
to any number of additional series and classes without shareholder approval.
Accordingly, the Board may create additional series of shares in the future, for
reasons such as the desire to establish one or more additional portfolios of the
Fund with different investment objectives, policies or restrictions. Any
issuance of shares of another series would be governed by the 1940 Act and the
laws of the State of Maryland.

All Funds
---------

            It is anticipated that annual shareholder meetings will not be held;
shareholder meetings will be held only when required by federal or state law.
Shareholders have available certain procedures for the removal of Directors.

            A shareholder will be entitled to share pro rata with other holders
of the same class of shares all dividends and distributions arising from the
Fund's assets and, upon redeeming shares, will receive the then-current NAV of
the Fund represented by the redeemed shares less any applicable CDSC. A Fund is
empowered to establish, without shareholder approval, additional classes of
shares within the Fund. If an additional class were established, each share of
the class would normally be entitled to one vote for all purposes. Generally,
shares of each class would vote together as a single class on matters, such as
the election of Directors, that affect each class in substantially the same
manner. Each class of shares of a Fund has the same rights and is identical in
all respects, except that each of Class A, Class B, Class C, Class R and Class K
shares of a Fund bears its own distribution expenses; Class B shares convert to
Class A shares under certain circumstances; and Class C shares convert to Class
A shares under certain circumstances. Each class of shares of a Fund votes
separately with respect to the Fund's Rule 12b-1 distribution plan and other
matters for which separate class voting is appropriate under applicable law.
Shares are freely transferable, are entitled to dividends as determined by the
Directors and, in liquidation of the Fund, are entitled to receive the net
assets of the Fund.

Principal Holders
-----------------

            To the knowledge of each Fund, the following persons owned of record
or beneficially, 5% or more of the outstanding shares of the Fund as of October
5, 2016:




                                                                           Number of
Fund                           Name and Address                            Shares of Class       % of Class
----                           ----------------                            ---------------       ----------
                                                                                            

Class A
-------
Growth Fund                    First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       723,054              7.80%

                               MLPF&S for the Sole Benefit
                               of its Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      906,759              9.78%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                             821,116              8.86%

                               National Financial Services LLC For
                               the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ  07310                            535,003              5.77%

                               Pershing, LLC
                               P.O. Box 2052
                               Jersey City, NJ 07303-2052                        476,813              5.14%

Large Cap Growth               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                     2,866,675              7.07%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    5,508,671             13.58%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                           2,093,543              5.16%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                           3,074,173              7.58%

                               Pershing, LLC
                               P.O. Box 2052
                               Jersey City, NJ 07303-2052                      3,459,788              8.53%

Concentrated Growth            Charles Schwab & Co.
                               For the Exclusive Benefit of
                               Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                      195,133             18.02%

                               LPL Financial
                               Omnibus Customer Account
                               Attn: Mutual Fund Trading
                               4707 Executive Drive
                               San Diego, CA 92121-3091                           64,423              5.95%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                             165,991             15.33%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                             115,824             10.70%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       341,121             31.50%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                           63,096              5.83%

Discovery Growth               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    3,612,534              5.53%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                           3,442,998              5.27%

Small Cap Growth               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      862,262             12.23%

                               State Street Bank and Trust as TTEE
                               and/or
                               Cust FBO ADP Access Product
                               1 Lincoln Street
                               Boston, MA  02111-2901                            474,694              6.73%

Select US Equity               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                           2,062,824             70.38%

                               Pershing LLC
                               P.O. Box 2052
                                Jersey City, NJ  07303-2052                      312,903             10.68%

Select US Long/Short           Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                           1,793,587             13.68%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                           3,144,639             23.99%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                     1,463,564             11.16%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                        1,499,381             11.44%

Sustainable Global Thematic    First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       431,521              8.04%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      530,293              9.88%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            364,241              6.79%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                             317,773              5.92%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       371,889              6.93%

International Growth           First Clearing, LLC
                               Special Custody Acct for the Exclusive
                               Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       782,705              5.76%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    1,328,596              9.78%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            886,417              6.52%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ 07310                             756,091              5.56%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       760,698              5.60%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                          747,608              5.50%

Global Core Equity             Apex Clearing Corp.
                               350 N. Saint Paul Street
                               Suite 1300
                               Dallas, TX 75201-4229                               7,772              7.38%

                               Ascensus Trust Company
                               FBO Lawrence P. Lotzof DDS
                               APC Retirement Savings
                               401K Plan
                               P.O. Box 10758
                               Fargo, ND 58106-0758                               35,981             34.15%

                               Great-West Trust Company, LLC TTEE
                               FBO Access Supports for Living Inc.
                               457B Senior Management Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                  14,182             13.46%

                               Great-West Trust Company, LLC TTEE
                               FBO Bennet Aiello & Cohen
                               401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   5,475              5.20%

                               Great-West Trust Company, LLC TTEE
                               FBO Cain Food Industries Inc.
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   9,080              8.62%

                               Great-West Trust Company, LLC TTEE
                               FBO Certified Services LLC
                               401(K) Retirement Savings Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   9,870              9.37%

International Strategic Core   AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                        1,000             11.27%

                               Ascensus Trust Company
                               Bare & Swett Agency Inc. NDFI
                               Christopher L. McClung
                               Eureka Springs, AR 72631-9102                       3,319             37.42%

                               Ascensus Trust Company
                               C/F Barbara A. Law
                               Roth IRA
                               Coraopolis, PA 15108-3282                             894             10.08%

                               Ascensus Trust Company
                               C/F Jacqueline A. Rossini
                               IRA Rollover
                               Holliston, MA 01746-1711                            1,725             19.45%

                               LPL Financial
                               Omnibus Customer Account
                               Attn: Mutual Fund Trading
                               4707 Executive Drive
                               San Diego, CA 92121-3091                            1,231             13.88%

Class B
-------
Large Cap Growth               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                       48,600              5.92%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                        48,784              5.95%

Discovery Growth               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                       17,075              7.82%

International Growth           Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                              6,227              5.05%

Sustainable Global Thematic    Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ 07303-2052                          7,067              5.25%

Class C
-------
Growth Fund                    First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       181,781              9.49%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      354,205             18.50%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            249,263             13.02%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ 07303-2052                         96,368              5.03%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                     150,320              7.85%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                          123,204              6.43%

Large Cap Growth               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                     1,951,400             14.90%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    3,747,206             28.61%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                          1,468,118             11.21%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       879,496              6.72%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                          718,296              5.48%

Concentrated Growth            MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      139,710             19.90%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            348,067             49.59%

                               National Financial Services LLC
                               For the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ  07310                             53,679              7.65%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ 07303-2052                         44,880              6.39%

Discovery Growth               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                     1,338,737             15.58%

                               MLPF&S For the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    1,561,123             18.17%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            992,527             11.55%

                               National Financial Services LLC For
                               the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ  07310                            440,906              5.13%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       726,146              8.45%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                     434,137              5.05%

Small Cap Growth               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       137,864             10.65%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      191,172             14.77%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            375,475             29.01%

                               National Financial Services LLC For
                               the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ  07310                             75,819              5.86%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                           92,162              7.12%

Select US Equity               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                       77,087              9.50%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                                Jersey City, NJ  07311                           156,294             19.27%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       225,397             27.78%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                      62,875              7.75%

                               UBS WM USA
                               OMNI Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                          107,665             13.27%

Select US Long/Short           First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                     1,336,612             10.41%

                               LPL Financial
                               Omnibus Customer Account
                               Attn: Mutual Fund Trading
                               4707 Executive Drive
                               San Diego, CA 92121-3091                          723,897              5.64%

                               MLPF&S For the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    1,037,178              8.08%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                          4,049,911             31.54%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                     1,377,278             10.72%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                        2,005,743             15.62%

Sustainable Global Thematic    First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                        87,132             10.58%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      130,956             15.91%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                             150,066             18.23%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                        47,748              5.80%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                           41,988              5.10%

International Growth           First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       274,164              9.79%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                       588,649             21.02%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            594,997             21.25%

                               National Financial Services LLC For
                               the Exclusive Benefit of Our
                               Customers
                               Attn: Mutual Funds Dept.
                               499 Washington Blvd., 4th Floor
                               Jersey City, NJ  07310                            144,165              5.15%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                       150,339              5.37%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                          171,947              6.14%

Global Core Equity             AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                        1,000             25.59%

                               Ascensus Trust Company
                               C/F Tea H. Yoo IRA
                               Porter Ranch, CA 91326-4035                           441             11.30%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                           250              6.39%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                       2,120             54.25%

International Strategic Core   AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                        1,000             99.97%

Advisor Class
-------------

Growth Fund                    Charles Schwab & Co.
                               For the Exclusive Benefit
                               of Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                       32,694              9.19%

                               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO 63103-2523                         51,273             14.42%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                        41,828             11.76%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                             77,986             21.93%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                        19,934              5.60%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                           78,348             22.03%

Large Cap Growth               Charles Schwab & Co.
                               For the Exclusive Benefit of Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                    2,587,117              8.71%

                               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO 63103-2523                      3,255,768             10.96%

                               LPL Financial
                               Omnibus Customer Account
                               Attn: Mutual Fund Trading
                               4707 Executive Drive
                               San Diego, CA 92121-3091                        1,938,629              6.52%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                     3,135,756             10.55%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                          1,977,939              6.66%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                     1,682,995              5.66%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                   1,733,002              5.83%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ  07086-6761                       2,177,460              7.33%

Concentrated Growth            Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                              1,642             19.02%

Small Cap Growth               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO 63103-2523                        465,588              8.03%

                               Maril & Co. FBO 5A
                               c/o BMO Harris Bank NA
                               Attn: MF
                               480 Pilgrim Way
                               Suite 1000
                               Green Bay, WI  54304-5280                         442,346              7.63%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                                Jersey City, NJ  07311                         2,327,277             40.16%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ  07086-6761                         591,213             10.20%

Select US Long/Short           Charles Schwab & Co.
                               For the Exclusive Benefit of Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                    4,065,122              6.21%

                               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                                Saint Louis, MO  63103-2523                    4,063,196              6.20%

                               LPL Financial
                               Omnibus Customer Account
                               Attn: Mutual Fund Trading
                               4707 Executive Drive
                               San Diego, CA 92121-3091                        4,952,904              7.56%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    4,323,941              6.60%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                                Jersey City, NJ  07311                        18,021,467             27.52%

                               Pershing LLC
                               P.O. Box 2052
                               Jersey City, NJ  07303-2052                     4,430,660              6.77%

                               Raymond James
                               Omnibus for Mutual Funds
                               Attn: Courtney Waller
                               880 Carillon Parkway
                               St. Petersburg, FL 33716-1102                   4,617,375              7.05%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ  07086-6761                      11,541,909             17.62%

Sustainable Global Thematic    MLPF&S for the Sole Benefit of Its
                               Customers
                               Attn:  Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                       125,942             18.54%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ  07086-6761                          51,652              7.61%

International Growth           Charles Schwab & Co.
                               For the Exclusive Benefit of
                               Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA  94105-4151                     281,564             11.50%

                               First Clearing, LLC
                               Special Custody Acct for the
                               Exclusive Benefit of Customer
                               2801 Market Street
                               Saint Louis, MO  63103-2523                       473,569             19.34%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                       219,018              8.95%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ  07311                            241,833              9.88%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ  07086-6761                         501,635             20.49%

Global Core Equity             Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                    1,554,090              9.16%

International Strategic Core   AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                      298,000             51.87%

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                       58,796             10.23%

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                       68,753             11.97%

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                       28,914              5.03%

Class R
-------
Growth Fund                    Hartford Life Insurance Company
                               Separate Account 401
                               Attn: UIT Operations
                               P.O. Box 2999
                               Hartford, CT  06104-2999                           19,260             50.28%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                         3,021              7.89%

                               Reliance Trust Company Custodian
                               FBO MassMutual Omnibus PPL
                               P.O. Box 48529
                               Atlanta, GA  30362-1529                            12,086             31.55%

Large Cap Growth               Capital Bank & Trust Company TTEE F
                               CHC Retirement Savings Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   70,754              6.31%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                       173,484             15.47%

                               Reliance Trust Company Custodian
                               FBO MassMutual Omnibus PPL
                               P.O. Box 48529
                               Atlanta, GA  30362-1529                            62,981              5.62%

Concentrated Growth            AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                          402             99.97%

Discovery Growth               American United Life Cust
                               FBO American United Trust
                               Separate Accounts Administration
                               P.O. Box 368
                               Indianapolis, IN 46206-0368                       396,687             11.06%

                               American United Life Cust
                               FBO AUL American Group
                               Retirement Annuity
                               Separate Accounts Administration
                               P.O. Box 368
                               Indianapolis, IN  46206-0368
                                                                                 690,421             19.25%

Small Cap Growth               American United Life Cust
                               FBO American United Trust
                               Separate Accounts Administration
                               P.O. Box 368
                               Indianapolis, IN  46206-0368                       74,586              7.88%

                               American United Life Cust
                               FBO AUL American Group Retirement Annuity
                               Separate Accounts Administration
                               P.O. Box 368
                               Indianapolis, IN  46206-0368                      106,537             11.26%

                               NFS LLC FEBO
                               Reliance Trust Company TTEE/CUST for TRS
                               FBO Various Retirement Plans
                               1150 S. Olive St., Ste. 2700
                               Los Angeles, CA 90015-2211                        111,687             11.81%

                               State Street Bank and Trust as TTEE and/or
                               Cust FBO ADP Access Product
                               1 Lincoln Street
                               Boston, MA  02111-2901                            293,853             31.06%

Select US Equity               AllianceBernstein L.P.
                               Attn: Brent Mather-seed Acct
                               1 N. Lexington Avenue
                               White Plains, NY 10601-1712                         1,006             99.98%

Select US Long/Short           Matrix Trust Company Cust. FBO
                               Innovative Combustion Tech Inc. 401(K)
                               717 17th Street Ste. 1300
                               Denver, CO 80202-3304                               8,073             11.76%

                               Matrix Trust Company Trustee
                               R.E. Garrison Trucking, Inc. E
                               717 17th Street Ste. 1300
                               Denver, CO 80202-3304                              34,670             50.51%

                               Morgan Stanley Smith Barney
                               Harborside Financial Center
                               Plaza II, 3rd Floor
                               Jersey City, NJ 07311                              13,552             19.74%

                               Raymond James & Assoc Inc.
                               FBO Iowa Clinic PSP 401K
                               Gregg Polzin MD
                               J. Willian Holtze MD TTEE
                               P.O. Box 71483
                               Clive, IA 50325-0483                                9,611             14.00%

Sustainable Global Thematic    Ascensus Trust Company FBO
                               Asani Solutions 401(K) Plan
                               P.O. Box 10758
                               Fargo, ND 58106-0758                                1,875              5.71%

                               State Street Bank and Trust as TTEE
                               and/or
                               Cust FBO ADP Access Product
                               1 Lincoln Street
                               Boston, MA 02111-2901                               8,643             26.33%

                               State Street Bank and Trust
                               FBO ADP/MSDW Alliance
                               Attn: Ralph Campbell
                               1 Lincoln Street
                               Boston, MA 02111-2900                               2,811              8.57%

                               Steven Field and Ryan Goosen TTEES
                               INRAD Inc. 401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   3,396             10.35%


International Growth           Hartford Life Insurance Company
                               Separate Account 401
                               Attn: UIT Operations
                               P.O. Box 2999
                               Hartford, CT  06104-2999                          207,384             26.72%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL 32246-6484                       139,774             18.01%

                               Reliance Trust Company Custodian
                               FBO MassMutual Omnibus PPL
                               P.O. Box 48529
                               Atlanta, GA  30362-1529                            59,876              7.71%

                               State Street Bank and Trust as TTEE
                               and/or
                               Cust FBO ADP Access Product
                               1 Lincoln Street
                               Boston, MA 02111-2901                              41,067              5.29%

                               State Street Bank and Trust
                               FBO ADP/MSDW Alliance
                               Attn: Ralph Campbell
                               1 Lincoln Street
                               Boston, MA 02111-2900                              57,319              7.38%

Class K
-------

Growth Fund                    Ascensus Trust Company C/F
                               Luken LLC 401K & PS
                               P.O. Box 10758
                               Fargo, ND 58106-0758                                2,333              6.01%

                               Great-West Trust Company, LLC TTEE C
                               The Office Furniture Warehouse PSP
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   2,037              5.25%

                               Great-West Trust Company, LLC TTEE C
                               Sucherman-Insalaco LLC RP
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   5,506             14.18%

                               Great-West Trust Company, LLC TTEE F
                               Aaronson, Dickerson, Cohn & Lanzone APC
                               401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   2,421              6.24%

                               Joseph R. Burlin 401(K) Profit
                               Sharing Plan
                               1805 North Carolina Street
                               Suite 405
                               Stockton, CA  95204                                 5,209             13.42%

                               Luciano Prida & Company PA
                               401K Plan
                               1106 N. Franklin Street
                               Tampa, FL 33602-3841                                3,898             10.04%

                               Orchard Trust Company, LLC TTEE
                               FBO Nadler Nadler & Burdman CO LPA
                               MPPP & Trust
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   14,608             37.63%

Large Cap Growth               Great-West Trust Company, LLC
                               TTEE F
                               Fragomen Del Ray Bernsen & Loewy LLP 401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                 187,208             10.06%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH  43218-2029                          370,813             19.92%

Concentrated Growth            Great-West Trust Company, LLC TTEE
                               FBO Bennet Aiello & Cohen
                               401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                    1,296             16.05%

                               Great-West Trust Company, LLC TTEE
                               FBO Certified Services LLC
                               401(K) Retirement Savings Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                    1,517             18.78%

                               Great-West Trust Company, LLC TTEE
                               FBO Philadelphia Eye Associates LTD
                               401(K) Profit Sharing Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                      981             12.14%

                               Peter/George/Edwin Kunhardt
                               FBO Kunhardt Films LLC Incentive
                               48 Wheeler Ave
                               Pleasantville, NY 10570-3046                        3,800             47.04%

Discovery Growth               Capital Bank & Trust Company
                               TTEE F
                               Heritage Commerce Corp. 401K
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                 185,809             10.29%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH  43218-2029                          149,946              8.30%

                               Nationwide Trust Company FSB
                               FBO Participating Retirement Plans
                               TPA-NTC
                               IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH 43218-2029                           100,038              5.54%

Small Cap Growth               Charles Schwab & Co.
                               For the Exclusive Benefit of Customers
                               Mutual Fund Operations
                               211 Main Street
                                San Francisco, CA 94105-1905                     306,090             19.99%

                               Great-West Trust Company, LLC
                               TTEE F
                               Fragomen Del Ray Bernsen & Loewy LLP 401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                  90,892              5.94%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH  43218-2029                          118,794              7.76%

                               NFS LLC FEBO
                               State Street Bank and Trust Co. TTEE
                               Various Retirement Plans
                               440 Mamaroneck Ave.
                               Harrison, NY 10528-2418                            96,118              6.28%

                               NFS LLC FEBO
                               Transamerica Life Ins. Co.
                               1150 S. Olive St.
                               Los Angeles, CA 90015-2211                        284,990             18.61%

                               PIMS/Prudential RetPlan
                               Nominee Trustee Custodian
                               MCHA Inc. Employees Savings
                               655 3rd Avenue, 15th Floor
                               New York, NY  10017-9135                           93,188              6.09%

Select US Equity               Great-West Trust Company, LLC TTEE C
                               Digestive Healthcare of Georgia PC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   77,172             29.68%

                               Great-West Trust Company, LLC TTEE
                               FBO Katz & Stefani LLC
                               401K and Profit Sharing Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   53,394             20.53%

                               Great-West Trust Company, LLC TTEE
                               FBO Klatte Budenslek & Young-Agriesti
                               LLP 401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   20,763              7.98%

                               Great-West Trust Company, LLC TTEE
                               FBO Melinta Therapeutics 401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   19,605              7.54%

                               Great-West Trust Company, LLC TTEE
                               FBO Solsbury Hill 401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   21,765              8.37%

                               Orchard Trust Co, LLC TTEE
                               FBO Nadler Nadler & Burdman Co.
                               LPA MPPP & Trust
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   55,936             21.51%

Select US Long/Short           AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Acct
                               1 N. Lexington Avenue
                               White Plains, NY 10601-1712                         1,000             36.86%

                               Great-West Trust Company, LLC TTEE
                               FBO T George Meroni Insurance Agency
                               Inc. 401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                    1,713             63.13%

Sustainable Global Thematic    Great-West Trust Company, LLC
                               TTEE F
                               Fragomen Del Ray Bernsen & Loewy
                               LLP 401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   79,857             79.90%

International Growth           Ascensus Trust Company FBO
                               Stepbrand Enterprises
                               401(K) PS Plan & Trust
                               P.O. Box 10758
                                Fargo, ND 58106-0758                              25,097              7.87%

                               Great-West Trust Company, LLC
                               TTEE C
                               Butler Waddell Interests Ltd. 401K
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   16,296              5.11%

                               Great-West Trust Company, LLC
                               TTEE C
                               Digestive Healthcare of Georgia  PC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   30,555              9.58%

                               Great-West Trust Company, LLC
                               TTEE
                               FBO Hamilton Cardiology Associates
                               P.A. 401K Plan
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                   25,351              7.95%

                               Lincoln Retirement Services Company, LLC
                               FBO Texas A&M 403B ORP
                               P.O. Box 7876
                               Fort Wayne, IN 46801-7876                          20,081              6.30%

                               Lincoln Retirement Services Company, LLC
                               FBO Univ of Texas ORP
                               P.O. Box 7876
                               Fort Wayne, IN 46801-7876                          24,837              7.79%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH  43218-2029                           28,348              8.89%

Class I
-------

Growth Fund                    NFS LLC FEBO
                               US Bank National Association
                               Omnibus Reinvest/Reinvest
                               1555 N. Rivercenter Dr., Suite 302
                               Milwaukee, WI 53212-3958                          167,019             99.69%


Large Cap Growth               Charles Schwab & Co.
                               For the Exclusive Benefit of Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                      209,312              6.96%

                               DCGT Trustee and/or Custodian
                               FBO PLIC Various Retirement Plans
                               Omnibus
                               Attn: NPIO Trade Desk
                               711 High Street
                               Des Moines, IA 50392-0001                         203,859              6.77%

                               FIIOC as Agent for Certain Employee
                               Benefit Plans
                               100 Magellan Way KWIC
                               Covington, KY 41015-1987                          231,624              7.70%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH 43218-2029                           590,352             19.62%

                               Patterson & Co. FBO
                               USI 401(k) Plan
                               1525 West W.T. Harris Blvd.
                               Charlotte, NC  28288-1076                         526,046             17.48%

                               Reliance Trust Company TTEE
                               ADP Access Large Market 401K
                               1100 Abernathy Rd.
                               Atlanta, GA 30328-5620                            351,752             11.69%

Concentrated Growth            AllianceBernstein L.P.
                               Attn: Brent Mather-Seed Account
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                          406             43.10%

                               UBS WM USA
                               Omni Account M/F
                               Attn: Department Manager
                               1000 Harbor Boulevard, 5th Floor
                               Weehawken, NJ 07086-6761                              536             56.89%

Discovery Growth               FIIOC as Agent for Certain Employee
                               Benefit Plans
                               100 Magellan Way KWIC
                               Covington, KY  41015-1987                       1,399,840              8.02%

                               Great-West Trust Company, LLC TTEE
                               F Employee Benefits Clients 401K
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO 80111-5002                1,586,979              9.09%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                      969,402              5.55%

                               NFS LLC FEBO
                               State Street Bank and Trust Co. TTEE
                               Various Retirement Plans
                               440 Mamaroneck Ave.
                               Harrison, NY 10528-2418                         1,279,354              7.33%

                               PIMS/Prudential Retirement as Nominee for
                               the TTEE/Cust PL
                               WME IMG Profit Sharing
                               9601 Wilshire Blvd.
                               Beverly Hills, CA 90210-5213                    1,395,518              7.99%

                               SEI Private TR CO
                               c/o Citizens of (CT Laborers
                               Pension-Pooled Funds)
                               Attn: Mutual Funds Administrator
                               One Freedom Valley Drive
                               Oaks, PA 19456-9989                             4,451,182             25.50%

Small Cap Growth               FIIOC as Agent for Certain Employee
                               Benefit Plans
                               100 Magellan Way KWIC
                               Covington, KY  41015-1987                       1,830,497             27.57%

                               MLPF&S for the Sole Benefit of its
                               Customers
                               Attn: Fund Admin
                               4800 Deer Lake Drive East
                               2nd Floor
                               Jacksonville, FL  32246-6484                    1,418,508             21.37%

                               State of South Carolina Trustee
                               FBO State of South Carolina 401K
                               c/o Fascore LLC
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                 770,769             11.61%

Select US Equity               Charles Schwab & Co.
                               For the Exclusive Benefit of Customers
                               Mutual Fund Operations
                               211 Main Street
                               San Francisco, CA 94105-1905                      687,690             56.02%

                               NFS LLC FEBO
                               Charitable Gift Legacy Pool
                               Attn: Unitized Group
                               1 Spartan Way
                               Merrimack, NH 03054-4300`                         492,734             40.14%

Select US Long/Short           NFS LLC FEBO
                               Regions Bank
                               201 Milan Pkwy
                               Birmingham, AL 35211-6946                         966,775             87.72%

                               NFS LLC FEBO
                               State Street Bank and Trust Co.
                               Attn: Dan Dinardo
                               1200 Crown Colony Dr.
                               Quincy, MA 02169-0938                              56,613              5.14%

Sustainable Global Thematic    Great-West Trust Company, LLC
                               TTEE F
                               Employee Benefits Clients 401K
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                   1,715             29.71%

                               Mid Atlantic Trust Co FBO
                               Healthview Services LLC 401(K) PSP
                               & Trust
                               1251 Waterfront Pl., Ste. 525
                               Pittsburgh, PA 15222-4228                             770             13.34%

                               TD Ameritrade FBO
                               Voya Institutional Trust Co. as
                               Custodian PSP for Emp. of
                               AllianceBernstein LP
                               FBO Benjamin Ruegsegger
                               Bryn Mawr, PA 19010-3825                            1,643             28.46%

                               TD Ameritrade FBO
                               Voya Institutional Trust Co. as
                               Custodian PSP for Emp. of
                               AllianceBernstein LP
                               FBO Daniel C Roarty
                               Villanova, PA 19085-2120                            1,335             23.12%

International Growth           FIIOC as Agent for Certain Employee
                               Benefit Plans
                               100 Magellan Way KWIC
                               Covington, KY  41015-1987                          37,917             39.70%

                               Nationwide Trust Company FSB
                               c/o IPO Portfolio Accounting
                               P.O. Box 182029
                               Columbus, OH  43218-2029                           17,880             18.72%

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue
                               White Plains, NY  10601-1712                       12,112             12.68%

                               T. Rowe Price Retirement Plan Services
                               Retirement Plan Clients
                               4515 Painters Mill Road
                               Owings Mills, MD  21117-4903                       14,100             14.76%

                               TD Ameritrade FBO
                               Voya Institutional Trust Co. as
                               Custodian PSP for Emp. of
                               AllianceBernstein LP
                               FBO Daniel C. Roarty
                               Villanova, PA  19085-2120                           6,105              6.39%

Class Z
-------

Large Cap Growth               Matrix Trust Company Cust. FBO
                               MFA Employees
                               717 17th Street, Ste. 1300
                               Denver, CO 80202-3304                             422,925             11.02%

                               Matrix Trust Company Cust. FBO
                               MFA Oil Company
                               717 17th Street, Ste. 1300
                               Denver, CO 80202-3304                             278,855              7.27%

                               Matrix Trust Company Trustee
                               MFA Retirement Plans
                               717 17th Street, Ste. 1300
                               Denver, CO 80202-3304                             560,213             14.60%

                               US Bank NA FBO
                               Cedars-Sinai Health System
                               Mutual Funds
                               P.O. Box 1787
                               Milwaukee, WI 53201-1787                          629,474             16.40%

                               Wells Fargo Bank FBO
                               Various Retirement Plans
                               1525 West W.T. Harris Blvd.
                               Charlotte, NC 28262-8522                          206,814              5.39%


Concentrated Growth            AB MMSRetirement Vintage 2040
                               1345 Avenue of the Americas
                               New York, NY 10105-0302                           124,333              7.19%

                               AB MMSRetirement Vintage 2045
                               1345 Avenue of the Americas
                               New York, NY 10105-0302                            95,950              5.55%

                               AXA Versicherungen AG
                               General-Guisanstr. 40
                               Winterthur ZH 8400
                               Switzerland                                     1,155,703             66.86%

Discovery Growth               PIMS/Prudential Retplan
                               Nominee Trustee Custodian
                               763 Essilor of America Retirement
                               13515 N Stemmons FWY
                               Dallas, TX 75234-5765                           1,174,741              7.83%

                               Taynik & Co. 401K Plan
                               c/o State Street Bank
                               1200 Crown Colony Drive
                               Quincy, MA 02169-0938                           1,164,496              7.76%

                               Wells Fargo Bank FBO
                               Various Retirement Plans
                               1525 West W.T. Harris Blvd.
                               Charlotte, NC 28288-1076                        9,369,413             62.45%

Small Cap Growth               Great-West Trust Company, LLC
                               TTEE F
                               The Fifth Third Bancorp Master Prof
                               8515 East Orchard Road, #2T2
                               Greenwood Village, CO  80111-5002                 938,933             69.01%

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue                             150,920             11.09%
                               White Plains, NY 10601-1712

                               Sanford Bernstein & Co. LLC
                               1 N. Lexington Avenue                              85,897              6.31%
                               White Plains, NY 10601-1712

                               Voya Institutional Trust Company
                               Qualified Plan                                     71,815              5.28%
                               1 Orange Way #B3N
                               Windsor, CT 06095-4773


Custodian and Accounting Agent
------------------------------

            State Street Bank and Trust Company ("State Street"), State Street
Corporation CCB/5, 1 Iron Street, Boston, MA 02210 acts as the custodian and as
accounting agent for the Growth Fund, Large Cap Growth, Discovery Growth, Small
Cap Growth, Sustainable Global Thematic, Concentrated Growth and Select US
Long/Short, but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of each Fund's Directors, State Street
may enter into sub-custodial agreements for the holding of the Fund's securities
outside of the United States.

            Brown Brothers Harriman & Co. ("Brown Brothers"), 50 Post Office
Square, Boston, MA 02110, will act as the custodian and as accounting agent for
International Growth, Select US Equity, Global Core Equity and International
Strategic Core but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of the Fund's Directors, Brown Brothers
may enter into sub-custodial agreements for the holding of the Fund's foreign
securities.

Principal Underwriter
---------------------

            ABI, an indirect, wholly-owned subsidiary of the Adviser, located at
1345 Avenue of the Americas, New York, NY 10105, is the principal underwriter of
shares of the Funds. Under the Distribution Services Agreement, the Funds have
agreed to indemnify ABI, in the absence of its willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations thereunder, against
certain civil liabilities, including liabilities under the Securities Act.

Counsel
-------

            Legal matters in connection with the issuance of the shares of the
Funds offered hereby are passed upon by Seward & Kissel LLP, 901 K Street NW,
Suite 800, Washington, DC 20001.

Independent Registered Public Accounting Firm
---------------------------------------------

            Ernst & Young LLP, 5 Times Square, New York, NY 10036, has been
appointed as the independent registered public accounting firm for the Funds.

Code of Ethics and Proxy Voting Policies and Procedures
-------------------------------------------------------

            The Funds, the Adviser and ABI have each adopted Codes of Ethics
pursuant to Rule 17j-1 of the Act. These codes of ethics permit personnel
subject to the codes to invest in securities, including securities that may be
purchased or held by the Funds.

            The Funds have adopted the Adviser's proxy voting policies and
procedures. A description of the Adviser's proxy voting policies and procedures
is attached as Appendix A.

            Information regarding how each Fund voted proxies related to
portfolio securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling (800) 227-4618; or
through the Fund's website at www.ABfunds.com; or both; and (2) on the SEC's
website at www.sec.gov.

Additional Information
----------------------

            Shareholder inquiries may be directed to the shareholder's financial
intermediary or to ABIS at the address or telephone numbers shown on the front
cover of this SAI. This SAI does not contain all the information set forth in
the Registration Statement filed by the Funds with the SEC under the Securities
Act. Copies of the Registration Statement may be obtained at a reasonable charge
from the SEC or may be examined, without charge, at the offices of the SEC in
Washington, D.C.



--------------------------------------------------------------------------------

                        FINANCIAL STATEMENTS AND REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

--------------------------------------------------------------------------------

The financial statements of each of the Growth Fund, Large Cap Growth, Small Cap
Growth, Sustainable Global Thematic and Discovery Growth for the fiscal year
ended July 31, 2016 and the report of Ernst & Young LLP, independent registered
public accounting firm, are incorporated herein by reference to the Funds'
annual reports. The annual reports for Small Cap Growth, Growth Fund, Large Cap
Growth, Discovery Growth and Sustainable Global Thematic were filed on Form
N-CSR with the SEC on October 6, 2016. These reports are available without
charge upon request by calling ABIS at (800) 227-4618 or on the Internet at
www.ABfunds.com.

The financial statements of each of Concentrated Growth, International Growth,
Select US Equity, Select US Long/Short, Global Core Equity and International
Strategic Core for the fiscal year or period ended June 30, 2016 and the report
of Ernst & Young LLP, independent registered public accounting firm, are
incorporated herein by reference to the Funds' annual reports. The annual
reports were filed on Form N-CSR with the SEC on September 1, 2016. These
reports are available without charge upon request by calling ABIS at (800)
227-4618 or on the Internet at www.ABfunds.com.


                                                                      Appendix A

[A/B]
LOGO

                         Proxy Voting Policy Statement

Introduction
------------

As an investment adviser, we are shareholder advocates and have a fiduciary duty
to make investment decisions that are in our clients' best interests by
maximizing the value of their shares. Proxy voting is an integral part of this
process, through which we support strong corporate governance structures,
shareholder rights and transparency.

We have an obligation to vote proxies in a timely manner and we apply the
principles in our Proxy Voting Policy ("Proxy Voting Policy" or "Policy") and
this policy statement to our proxy decisions. We believe a company's
environmental, social and governance ("ESG") practices may have a significant
effect on the value of the company, and we take these factors into consideration
when voting. For additional information regarding our ESG policies and
practices, please refer to our firm's Statement of Policy Regarding Responsible
Investment ("RI Policy").

Our Proxy Voting Policy, which outlines our policies for proxy voting and
includes a wide range of issues that often appear on proxies, applies to all of
AB's investment management subsidiaries and investment services groups investing
on behalf of clients globally. Both this Statement and the Policy are intended
for use by those involved in the proxy voting decision-making process and those
responsible for the administration of proxy voting ("Proxy Managers"), in order
to ensure that our proxy voting policies and procedures are implemented
consistently. Copies of the Policy, the RI Policy and our voting records, as
noted below in "Voting Transparency", can be found on our Internet site
(www.abglobal.com).

We sometimes manage accounts where proxy voting is directed by clients or
newly-acquired subsidiary companies. In these cases, voting decisions may
deviate from the Policy.

Research Underpins Decision Making
----------------------------------

As a research-driven firm, we approach our proxy voting responsibilities with
the same commitment to rigorous research and engagement that we apply to all of
our investment activities. The different investment philosophies utilized by our
investment teams may occasionally result in different conclusions being drawn
regarding certain proposals and, in turn, may result in the Proxy Manager making
different voting decisions on the same proposal. Nevertheless, the Proxy Manager
votes proxies with the goal of maximizing the value of the securities in client
portfolios.

In addition to our firm-wide proxy voting policies, we have a Proxy Committee,
which provides oversight and includes senior investment professionals from
Equities, Legal personnel and Operations personnel. It is the responsibility of
the Proxy Committee to evaluate and maintain proxy voting procedures and
guidelines, to evaluate proposals and issues not covered by these guidelines, to
consider changes in policy, and to review this Statement and the Policy no less
frequently than annually. In addition, the Proxy Committee meets at least three
times a year and as necessary to address special situations.

Research Services
-----------------

We subscribe to the corporate governance and proxy research services of
Institutional Shareholder Services ("ISS"). All our investment professionals can
access these materials via the Proxy Manager and/or Proxy Committee.

Engagement
----------

In evaluating proxy issues and determining our votes, we welcome and seek out
the points of view of various parties. Internally, the Proxy Manager may consult
the Proxy Committee, Chief Investment Officers, Directors of Research, and/or
Research Analysts across our equities platforms, and Portfolio Managers in whose
managed accounts a stock is held. Externally, we may engage with companies in
advance of their Annual General Meeting, and throughout the year. We believe
engagement provides the opportunity to share our philosophy, our corporate
governance values, and more importantly, affect positive change. Also, these
meetings often are joint efforts between the investment professionals, who are
best positioned to comment on company-specific details, and the Proxy
Manager(s), who offer a more holistic view of governance practices and relevant
trends. In addition, we engage with shareholder proposal proponents and other
stakeholders to understand different viewpoints and objectives.

Proxy Voting Guidelines
-----------------------

Our proxy voting guidelines are both principles-based and rules-based. We adhere
to a core set of principles that are described in the Proxy Voting Policy. We
assess each proxy proposal in light of these principles. Our proxy voting
"litmus test" will always be what we view as most likely to maximize long-term
shareholder value. We believe that authority and accountability for setting and
executing corporate policies, goals and compensation generally should rest with
the board of directors and senior management. In return, we support strong
investor rights that allow shareholders to hold directors and management
accountable if they fail to act in the best interests of shareholders.

Our proxy voting guidelines pertaining to specific issues are set forth in the
Policy and include guidelines relating to board and director proposals,
compensation proposals, capital changes and anti-takeover proposals, auditor
proposals, shareholder access and voting proposals, and environmental, social
and disclosure proposals. The following are examples of specific issues within
each of these broad categories:

Board and Director Proposals: Election of Directors
---------------------------------------------------

The election of directors is an important vote. We expect directors to represent
shareholder interests at the company and maximize shareholder value. We
generally vote in favor of the management-proposed slate of directors while
considering a number of factors, including local market best practice. We
believe companies should have a majority of independent directors and
independent key committees. However, we will incorporate local market regulation
and corporate governance codes into our decision making. We may support more
progressive requirements than those implemented in a local market if we believe
more progressive requirements may improve corporate governance practices. We
will generally regard a director as independent if the director satisfies the
criteria for independence (i) espoused by the primary exchange on which the
company's shares are traded, or (ii) set forth in the code we determine to be
best practice in the country where the subject company is domiciled. We consider
the election of directors who are "bundled" on a single slate on a case-by-case
basis considering the amount of information available and an assessment of the
group's qualifications.

Compensation Proposals: Approved Remuneration Reports and Policies
------------------------------------------------------------------

In certain markets, (e.g., Australia, Canada, Germany and the United States),
publicly traded issuers are required by law to submit their company's
remuneration report to a non-binding shareholder vote. The report contains,
among other things, the nature and amount of the compensation of the directors
and certain executive officers as well as a discussion of the company's
performance. In other markets, remuneration policy resolutions are binding.

We evaluate remuneration reports and policies on a case-by-case basis, taking
into account the reasonableness of the company's compensation structure and the
adequacy of the disclosure. Where a company permits retesting of
performance-based awards in its compensation plan, we will evaluate the specific
terms of the plan, including the volatility of the industry and the number and
duration of the retests, before determining whether or not to support the
company's remuneration report. We may abstain or vote against a report if
disclosure of the remuneration details is inadequate or the report is not
provided to shareholders with sufficient time prior to the meeting to consider
its terms.

In markets where remuneration reports are not required for all companies, we
will support shareholder proposals asking the board to adopt a policy (i.e.,
"say on pay") that the company's shareholders be given the opportunity to vote
on an advisory resolution to approve the compensation committee's report.
Although say on pay votes are by nature only broad indications of shareholder
views, they do lead to more compensation-related dialogue between management and
shareholders and help ensure that management and shareholders meet their common
objective: maximizing the value of the company.

Capital Changes and Anti-Takeover Proposals: Authorize Share Repurchase
-----------------------------------------------------------------------

We generally support share repurchase proposals that are part of a
well-articulated and well-conceived capital strategy. We assess proposals to
give the board unlimited authorization to repurchase shares on a case-by-case
basis. Furthermore, we would generally support the use of derivative instruments
(e.g., put options and call options) as part of a share repurchase plan absent a
compelling reason to the contrary. Also, absent a specific concern at the
company, we will generally support a repurchase plan that could be continued
during a takeover period.

Auditor Proposals:  Appointment of Auditors
-------------------------------------------
We believe that the company is in the best position to choose its accounting
firm, and we generally support management's recommendation.

We recognize that there may be inherent conflicts when a company's independent
auditors perform substantial non-audit related services for the company.
Therefore, in reviewing a proposed auditor, we will consider the amount of fees
paid for non-audit related services performed compared to the total audit fees
paid by the company to the auditing firm, and whether there are any other
reasons for us to question the independence or performance of the firm's auditor
such as, for example, tenure. We generally will deem as excessive the non-audit
fees paid by a company to its auditor if those fees account for 50% or more of
total fees paid. In the UK market, which utilizes a different standard, we
adhere to a non-audit fee cap of 100% of audit fees. Under these circumstances,
we generally vote against the auditor and the directors, in particular the
members of the company's audit committee. In addition, we generally vote against
authorizing the audit committee to set the remuneration of such auditors. We
exclude from this analysis non-audit fees related to IPOs, bankruptcy emergence,
and spin-offs and other extraordinary events. We may vote against or abstain due
to a lack of disclosure of the name of the auditor while taking into account
local market practice.

Shareholder Access and Voting Proposals: Proxy Access for Annual Meetings
-------------------------------------------------------------------------

These proposals allow "qualified shareholders" to nominate directors. We
generally vote in favor of management and shareholder proposals for proxy access
that employ guidelines reflecting the SEC framework for proxy access (adopted by
the US Securities and Exchange Commission ("SEC") in 2010, but vacated by the DC
Circuit Court of Appeals in 2011), which would have allowed a single
shareholder, or group of shareholders, who hold at least 3% of the voting power
for at least three years continuously to nominate up to 25% of the current board
seats, or two directors, for inclusion in the subject company's annual proxy
statement alongside management nominees.

We will generally vote against proposals that use requirements that are stricter
than the SEC's framework and against individual board members, or entire boards,
who exclude from their ballot properly submitted shareholder proxy access
proposals or include their own competing, more strict, proposals on the same
ballot.

We will evaluate on a case-by-case basis proposals with less stringent
requirements than the vacated SEC framework.

From time to time we may receive requests to join with other shareholders to
support a shareholder action. We may, for example, receive requests to join a
voting block for purposes of influencing management. If the third parties
requesting our participation are not affiliated with us and have no business
relationships with us, we will consider the request on a case-by-case basis.
However, where the requesting party has a business relationship with us (e.g.,
the requesting party is a client or a significant service provider), agreeing to
such a request may pose a potential conflict of interest. As a fiduciary we have
an obligation to vote proxies in the best interest of our clients (without
regard to our own interests in generating and maintaining business with our
other clients) and given our desire to avoid even the appearance of a conflict,
we will generally decline such a request.

Environmental, Social and Disclosure Proposals: Lobbying and Political Spending
-------------------------------------------------------------------------------
We generally vote in favor of proposals requesting increased disclosure of
political contributions and lobbying expenses, including those paid to trade
organizations and political action committees, whether at the federal, state, or
local level. These proposals may increase transparency.

We generally vote proposals in accordance with these guidelines but, consistent
with our "principles-based" approach to proxy voting, we may deviate from the
guidelines if warranted by the specific facts and circumstances of the situation
(i.e., if, under the circumstances, we believe that deviating from our stated
policy is necessary to help maximize long-term shareholder value). In addition,
these guidelines are not intended to address all issues that may appear on all
proxy ballots. Proposals not specifically addressed by these guidelines, whether
submitted by management or shareholders, will be evaluated on a case-by-case
basis, always keeping in mind our fiduciary duty to make voting decisions that,
by maximizing long-term shareholder value, are in our clients' best interests.

Conflicts of Interest
---------------------

As a fiduciary, we always must act in our clients' best interests. We strive to
avoid even the appearance of a conflict that may compromise the trust our
clients have placed in us, and we insist on strict adherence to fiduciary
standards and compliance with all applicable federal and state securities laws.
We have adopted a comprehensive Code of Business Conduct and Ethics ("Code") to
help us meet these obligations. As part of this responsibility and as expressed
throughout the Code, we place the interests of our clients first and attempt to
avoid any perceived or actual conflicts of interest.

We recognize that there may be a potential material conflict of interest when we
vote a proxy solicited by an issuer that sponsors a retirement plan we manage
(or administer), that distributes AB-sponsored mutual funds, or with which we or
one or more of our employees have another business or personal relationship that
may affect how we vote on the issuer's proxy. Similarly, we may have a potential
material conflict of interest when deciding how to vote on a proposal sponsored
or supported by a shareholder group that is a client. In order to avoid any
perceived or actual conflict of interest, we have established procedures for use
when we encounter a potential conflict to ensure that our voting decisions are
based on our clients' best interests and are not the product of a conflict.
These procedures include compiling a list of companies and organizations whose
proxies may pose potential conflicts of interest (e.g., if such company is our
client) and reviewing our proposed votes for these companies and organizations
in light of the Policy and ISS's recommendations. If our proposed vote is
contrary to, or not contemplated in, the Policy, is consistent with a client's
position and is contrary to ISS's recommendation, we refer to proposed vote to
our Independent Compliance Officer for his determination.

In addition, our Proxy Committee takes reasonable steps to verify that ISS
continues to be independent, including an annual review of ISS's conflict
management procedures. When reviewing these conflict management procedures, we
consider, among other things, whether ISS (i) has the capacity and competency to
adequately analyze proxy issues; and (ii) can offer research in an impartial
manner and in the best interests of our clients.

Voting Transparency
-------------------

We publish our voting records on our Internet site (www.abglobal.com) quarterly,
30 days after the end of the previous quarter. Many clients have requested that
we provide them with periodic reports on how we voted their proxies. Clients may
obtain information about how we voted proxies on their behalf by contacting
their Advisor. Alternatively, clients may make a written request to the Chief
Compliance Officer.

Recordkeeping
-------------

All of the records referenced in our Policy will be kept in an easily accessible
place for at least the length of time required by local regulation and custom,
and, if such local regulation requires that records are kept for less than five
years from the end of the fiscal year during which the last entry was made on
such record, we will follow the U.S. rule of five years. We maintain the vast
majority of these records electronically. We will keep paper records, if any, in
one of our offices for at least two years.