UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-02383

AB BOND FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2015

Date of reporting period: April 30, 2015

ITEM 1. REPORTS TO STOCKHOLDERS.

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB ALL MARKET REAL RETURN PORTFOLIO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 11, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB All Market Real Return Portfolio (the “Fund”) for the semi-annual reporting period ended April 30, 3015. Prior to December 15, 2014, the Fund was named AllianceBernstein Real Asset Strategy and from December 16, 2014 until January 20, 2015 was named AllianceBernstein All Market Real Return Portfolio.

Investment Objective and Policies

The Fund’s investment objective is to maximize real return. Real return is the rate of return after adjusting for inflation. The Fund pursues an aggressive investment strategy involving a variety of asset classes. The Fund invests primarily in instruments that AllianceBernstein L.P. (the “Adviser”) expects to outperform broad equity indices during periods of rising inflation. Under normal circumstances, the Fund expects to invest its assets principally in the following instruments that, in the judgment of the Adviser, are affected directly or indirectly by the level and change in rate of inflation: inflation-indexed fixed-income securities, such as Treasury inflation-protected securities (“TIPS”) and similar bonds issued by governments outside of the United States, commodities, equity securities, such as commodity-related stocks, real estate securities, utility securities, infrastructure-related securities, securities and derivatives linked to the price of other assets (such as commodities, stock indices and real estate) and currencies. The Fund expects its investments in fixed-income securities

to have a broad range of maturities and quality levels.

The Fund will seek inflation protection from investments around the globe, both in developed and emerging market countries. In selecting securities for purchase and sale, the Adviser will utilize its qualitative and quantitative resources to determine overall inflation sensitivity, asset allocation, and security selection. The Adviser assesses the securities’ risks and inflation sensitivity as well as the securities’ impact on the overall risks and inflation sensitivity of the Fund. When its analysis indicates that changes are necessary, the Adviser intends to implement them through a combination of changes to underlying positions and the use of inflation swaps and other types of derivatives, such as interest rate swaps.

The Fund anticipates that its investments, other than its investments in inflation-indexed securities, will focus roughly equally on commodity-related equity securities, commodities and commodity derivatives, and real estate equity securities to provide a balance between expected return and inflation protection. Its commodities investments will include significant exposure to energy commodities, but will also include agricultural products, and industrial and precious metals, such as gold. The Fund’s investments in real estate equity securities will include Real Estate Investment Trusts (“REITs”), other real estate-related securities, and infrastructure-related securities.

The Fund will invest in both U.S. and non-U.S. dollar-denominated equity

AB ALL MARKET REAL RETURN PORTFOLIO  • 1

or fixed-income securities. The Fund may invest in currencies for hedging or for investment purposes, both in the spot market and through long or short positions in currency-related derivatives. The Fund does not ordinarily expect to hedge its foreign currency exposure because it will be balanced by investments in U.S. dollar-denominated securities, although it may hedge the exposure under certain circumstances. The Fund may invest significantly to the extent permitted by applicable law in derivatives, such as options, futures, forwards, swaps or structured notes. The Fund intends to use leverage for investment purposes through the use of cash made available by derivatives transactions to make other investments in accordance with its investment policies. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. The Adviser will consider the impact of derivatives in making its assessments of the Fund’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.

The Fund may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments, including investments in commodity index-linked notes. The Adviser expects that the Fund will seek to gain exposure to commodities and commodity-related instruments and derivatives primarily through invest-

ments in AllianceBernstein Cayman Inflation Strategy, Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by the Adviser and has the same investment objective and substantially similar investment policies and restrictions as the Fund except that the Subsidiary, unlike the Fund, may invest, without limitation, in commodities and commodity-related instruments. The Fund will be subject to the risks associated with the commodities, derivatives and other instruments in which the Subsidiary invests, to the extent of its investment in the Subsidiary. The Fund limits its investment in the Subsidiary to no more than 25% of its net assets. Investment in the Subsidiary is expected to provide the Fund with commodity exposure within the limitations of federal tax requirements that apply to the Fund.

The Fund is “non-diversified”, which means that it may concentrate its assets in a smaller number of issuers than a diversified fund.

Investment Results

The table on page 8 shows the Fund’s performance compared to its primary benchmark, the Morgan Stanley Capital International All Country (“MSCI AC”) World Commodity Producers Index (net) and the All Market Real Return Portfolio Benchmark, composed of equal weightings of the MSCI AC World Commodity Producers Index, the Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts (“FTSE EPRA/NAREIT”) Global Index and

2 •  AB ALL MARKET REAL RETURN PORTFOLIO

the Dow Jones-UBS Commodity Index, for the six- and 12-month periods ended April 30, 2015.

All share classes of the Fund underperformed the primary benchmark and the All Market Real Return Portfolio benchmark during both periods. The underperformance during the six-month period was driven by the Fund’s strategic allocation to commodity futures, which underperformed the primary benchmark; a strategic allocation to real estate stocks helped during the period, but the underperformance of commodity futures surpassed the gains from the allocation to real estate stocks. During the 12-month period, the Fund’s strategic allocation to real estate stocks outperformed the primary benchmark, and a strategic allocation to commodity futures underperformed the benchmark by a similar magnitude. The Fund’s underperformance relative to the All Market Real Return Portfolio benchmark during both periods was driven by an overweight to commodity stocks, an underweight to real estate stocks, an allocation to far-dated crude futures and consumer price index (“CPI”) swaps.

The Fund utilized derivatives including interest rate swaps, total return swaps and Treasury futures for hedging and investment purposes, and purchased options for hedging purposes, which detracted from returns during both periods, in absolute terms. Currency forwards and inflation swaps were utilized for hedging and investment purposes, which contributed to returns during both periods.

Market Review and Investment Strategy

The six- and 12-month periods ended April 30, 2015 were very volatile for real assets broadly, and particularly for energy-related assets which saw selloff of a magnitude not seen since the 1980’s. The second quarter of 2014 began with unrest in Iraq, which led to higher volatility and geopolitical risk premiums at the front end of the crude futures curve. Far-dated crude, however, remained fairly muted initially. At around $85 per barrel, far-dated crude was added to the Fund on the hypothesis that prices would not fall below those levels due to the Organization of Petroleum Exporting Companies (“OPEC”) budgets and marginal cost economics, and that any risk of disruption in Iraqi supply would be to future production rather than the current supply. During the third quarter however, the entire crude curve collapsed due to higher-than-expected production and lower official prices. Since then, markets have been gripped by uncertainty on OPEC’s intentions and the market-balancing mechanism going forward. The Fund’s overweight positions in energy stocks and energy futures were negatively impacted by these events.

A perfect storm brewed for energy-related assets in the fourth quarter of 2014, as the OPEC cartel made it explicitly clear that they would not balance the market, just as demand from Europe and emerging markets disappointed. Crude prices dropped sharply after the OPEC meeting in the last week of November 2014 and inflation expectations plunged as well,

AB ALL MARKET REAL RETURN PORTFOLIO  • 3

leading to a broad-based selloff across the real asset space. Interestingly, not only did near-term inflation expectations three and five years out collapse, but even longer-term expectations, such as 10-year inflation expectations, fell to multi-year lows.

The Fund had positions in far dated-crude futures and 10-year CPI swaps, an overweight to energy equities and an underweight to REITs, all of which were impacted during the turbulent period in the fourth quarter of 2014. The equity overweights in energy were trimmed after OPEC actions made it clear that the selloff in crude markets still had some way to go. Inflation

expectations and crude prices have picked up from extreme levels at the end of 2014, and these moves have benefited the Fund. The Fund has retained exposure to long-horizon inflation expectations, and has added overweights to the Norwegian krone and a small position in the Russian ruble, since they are positive carry assets that the All Market Real Return Portfolio Team (the “Team”) believes should do well as crude prices rally. The Team has refrained from increasing the Fund’s overweight to energy assets, as it awaits signs of a sustained improvement in fundamentals to support the recent rally.

4 •  AB ALL MARKET REAL RETURN PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI AC World Commodity Producers Index (net), the FTSE^® EPRA/NAREIT Global Index and the Dow Jones-UBS Commodity Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The All Market Real Return Portfolio Benchmark is an equally-weighted blend of the MSCI AC World Commodity Producers Index, the FTSE EPRA/NAREIT Global Index and the Dow Jones-UBS Commodity Index. The MSCI AC World Commodity Producers Index is a free float-adjusted, market capitalization index designed to track the performance of global listed commodity producers, including emerging markets. Net returns include the reinvestment of dividends after deduction of non-U.S. withholding tax. The FTSE EPRA/NAREIT Global Index (market-value-weighted index based upon the last closing price of the month) represents the performance of tax-qualified REITs listed on the NYSE, AMEX and the NASDAQ. The Dow Jones-UBS Commodity Index measures price movements of the commodities included in the appropriate sub index. It does not account for effects of rolling futures contracts or costs associated with holding the physical commodity. Commodities sectors include: energy, grains, industrial metals, petroleum, precious metals and softs. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

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

Commodity Risk: Investing in commodities and commodity-linked derivative instruments, either directly or through the Subsidiary, may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

(Disclosures, Risks and Note about Historical Performance continued on next page)

AB ALL MARKET REAL RETURN PORTFOLIO  • 5

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

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

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

Liquidity Risk: Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of liquidity risk may include low trading volumes and large positions. Foreign fixed-income securities may have more liquidity risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

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

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

Subsidiary Risk: By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives and other investments held by the Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and, unless otherwise noted in this Prospectus, is not subject to all of the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are managed by the Adviser, making it unlikely the Subsidiary will take actions contrary to the interests of the Fund or its shareholders.

Real Estate Risk: The Fund’s investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in REITs may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in taxes.

Diversification Risk: The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Fund’s NAV.

Management Risk: The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

6 •  AB ALL MARKET REAL RETURN PORTFOLIO

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

An Important Note About Historical Performance

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

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abglobal.com. For Class 1 shares, Click on “Private Clients”, then “Investments”, then “Stocks” or “Bonds”, then “Prospectuses, SAIs, and Shareholder Reports”. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB ALL MARKET REAL RETURN PORTFOLIO  • 7

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 3015 (unaudited)	NAV Returns
	6 Months		12 Months
AB All Market Real Return Portfolio
Class 1*		-7.19%		-14.84%
Class 2*		-7.08%		-14.60%
Class A		-7.20%		-14.96%
Class C		-7.52%		-15.56%
Advisor Class†		-7.05%		-14.64%
Class R†		-7.31%		-15.14%
Class K†		-7.23%		-14.92%
Class I†		-7.12%		-14.65%
Class Z†		-7.09%		-14.62%
Primary Benchmark: MSCI AC World Commodity Producers Index (net)		-5.44%		-14.43%
All Market Real Return Portfolio Benchmark		-4.20%		-10.14%
*    Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to the Adviser’s institutional clients or through other limited arrangements. †      Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 5-7.

(Historical Performance continued on next page)

8 •  AB ALL MARKET REAL RETURN PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 3015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)
Class 1 Shares*
1 Year		-14.84	%		-14.84	%
5 Years		0.56	%		0.56	%
Since Inception†		1.05	%		1.05	%
Class 2 Shares*
1 Year		-14.60	%		-14.60	%
5 Years		0.79	%		0.79	%
Since Inception†		1.29	%		1.29	%
Class A Shares
1 Year		-14.96	%		-18.57	%
5 Years		0.52	%		-0.36	%
Since Inception†		1.00	%		0.16	%
Class C Shares
1 Year		-15.56	%		-16.39	%
5 Years		-0.21	%		-0.21	%
Since Inception†		0.28	%		0.28	%
Advisor Class Shares‡
1 Year		-14.64	%		-14.64	%
5 Years		0.81	%		0.81	%
Since Inception†		1.29	%		1.29	%
Class R Shares‡
1 Year		-15.14	%		-15.14	%
5 Years		0.28	%		0.28	%
Since Inception†		0.78	%		0.78	%
Class K Shares‡
1 Year		-14.92	%		-14.92	%
5 Years		0.55	%		0.55	%
Since Inception†		1.04	%		1.04	%
Class I Shares‡
1 Year		-14.65	%		-14.65	%
5 Years		0.79	%		0.79	%
Since Inception†		1.29	%		1.29	%
Class Z Shares‡
1 Year		-14.62	%		-14.62	%
Since Inception†		-5.60	%		-5.60	%

See Disclosures, Risks and Historical Performance on pages 5-7.

(Historical Performance and footnotes continued on next page)

AB ALL MARKET REAL RETURN PORTFOLIO  • 9

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.14%, 0.89%, 1.30%, 2.02%, 1.02%, 1.55%, 1.24%, 0.91% and 0.88% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios (exclusive of interest expense) to 1.25%, 1.00%, 1.30%, 2.00%, 1.00%, 1.50%, 1.25%, 1.00% and 1.00% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower, with the exception of Class 1, Class 2, Class K, Class I and Class Z shares, as these share classes are currently operating below their respective contractual expense caps. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to the Adviser’s institutional clients or through other limited arrangements.

^†  Inception dates: 3/8/2010 for all share classes excluding Class Z shares; 1/31/2014 for Class Z shares.

^‡  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception dates for these share classes are listed above.

See Disclosures, Risks and Historical Performance on pages 5-7.

(Historical Performance continued on next page)

10 •  AB ALL MARKET REAL RETURN PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class 1 Shares*
1 Year		-17.05	%
5 Years		-0.18	%
Since Inception†		-0.06	%
Class 2 Shares*
1 Year		-16.86	%
5 Years		0.07	%
Since Inception†		0.19	%
Class A Shares
1 Year		-20.70	%
5 Years		-1.10	%
Since Inception†		-0.96	%
Class C Shares
1 Year		-18.62	%
5 Years		-0.93	%
Since Inception†		-0.82	%
Advisor Class Shares‡
1 Year		-16.92	%
5 Years		0.06	%
Since Inception†		0.18	%
Class R Shares‡
1 Year		-17.34	%
5 Years		-0.45	%
Since Inception†		-0.33	%
Class K Shares‡
1 Year		-17.12	%
5 Years		-0.18	%
Since Inception†		-0.06	%
Class I Shares‡
1 Year		-16.85	%
5 Years		0.08	%
Since Inception†		0.20	%
Class Z Shares‡
1 Year		-16.91	%
Since Inception†		-10.50	%

* Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to the Adviser’s institutional clients or through other limited arrangements.

^† Inception dates: 3/8/2010 for all share classes excluding Class Z shares; 1/31/2014 for Class Z shares.

^‡ Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception dates for these share classes are listed above.

See Disclosures, Risks and Historical Performance on pages 5-7.

AB ALL MARKET REAL RETURN PORTFOLIO  • 11

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	928.00	$	6.21		1.30	%
Hypothetical**	$	1,000	$	1,018.35	$	6.51		1.30	%
Class C
Actual	$	1,000	$	924.80	$	9.54		2.00	%
Hypothetical**	$	1,000	$	1,014.88	$	9.99		2.00	%
Advisor Class
Actual	$	1,000	$	929.50	$	4.78		1.00	%
Hypothetical**	$	1,000	$	1,019.84	$	5.01		1.00	%
Class R
Actual	$	1,000	$	926.90	$	7.17		1.50	%
Hypothetical**	$	1,000	$	1,017.36	$	7.50		1.50	%
Class K
Actual	$	1,000	$	927.70	$	5.97		1.25	%
Hypothetical**	$	1,000	$	1,018.60	$	6.26		1.25	%

12 •  AB ALL MARKET REAL RETURN PORTFOLIO

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class I
Actual	$	1,000	$	928.80	$	4.64		0.97	%
Hypothetical**	$	1,000	$	1,019.98	$	4.86		0.97	%
Class 1
Actual	$	1,000	$	928.10	$	5.50		1.15	%
Hypothetical**	$	1,000	$	1,019.09	$	5.76		1.15	%
Class 2
Actual	$	1,000	$	929.20	$	4.31		0.90	%
Hypothetical**	$	1,000	$	1,020.33	$	4.51		0.90	%
Class Z
Actual	$	1,000	$	929.10	$	4.35		0.91	%
Hypothetical**	$	1,000	$	1,020.28	$	4.56		0.91	%

* Expenses are equal to the Portfolio’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB ALL MARKET REAL RETURN PORTFOLIO  • 13

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $615.0

PORTFOLIO BREAKDOWN*
Commodity Related Stocks	43.7	%
Commodity Related Derivatives	43.6	%
Real Estate Stocks	17.6	%
Other	(4.9	)%

* All data are as of April 30, 2015. The portfolio breakdown is expressed as an approximate percentage of the Portfolio’s net assets inclusive of derivative exposure, based on the Advisor’s internal classification guidelines.

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

14 •  AB ALL MARKET REAL RETURN PORTFOLIO

Portfolio Summary

TEN LARGEST EQUITY HOLDINGS^*

April 30, 2015 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Exxon Mobil Corp.	$	26,757,499		4.4	%
Royal Dutch Shell PLC		20,486,306		3.3
Chevron Corp.		14,647,592		2.4
Total SA		13,201,162		2.1
BP PLC		9,502,907		1.5
Occidental Petroleum Corp.		6,853,917		1.1
BG Group PLC		6,602,567		1.1
ConocoPhillips		6,505,513		1.1
EOG Resources, Inc.		5,555,350		0.9
Anadarko Petroleum Corp.		4,942,885		0.8
	$	115,055,698		18.7	%

* Long-term investments.

AB ALL MARKET REAL RETURN PORTFOLIO  • 15

Ten Largest Equity Holdings

CONSOLIDATED PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 60.8%
Energy – 27.8%
Coal & Consumable Fuels – 0.2%
Cameco Corp.		16,995	$	298,909
China Shenhua Energy Co., Ltd. – Class H		134,800		349,214
CONSOL Energy, Inc.		9,714		315,511
				963,634
Integrated Oil & Gas – 16.5%
BG Group PLC		364,510		6,602,567
BP PLC		1,317,580		9,502,907
Chevron Corp.		131,889		14,647,592
China Petroleum & Chemical Corp. – Class H		1,464,000		1,389,286
Exxon Mobil Corp.		306,255		26,757,499
Galp Energia SGPS SA		72,670		992,648
Gazprom OAO (Sponsored ADR)		44,820		263,542
Hess Corp.		10,929		840,440
Lukoil OAO (London) (Sponsored ADR)		45,100		2,311,375
Petroleo Brasileiro SA (ADR)(a)		184,260		1,750,470
Petroleo Brasileiro SA (Sponsored ADR)(a)		330,560		2,869,261
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		248,686		7,885,134
Royal Dutch Shell PLC – Class A		169,430		5,342,168
Royal Dutch Shell PLC – Class B		226,732		7,259,004
TOTAL SA		243,789		13,201,162
				101,615,055
Oil & Gas Equipment & Services – 0.3%
Aker Solutions ASA(b)		125,940		766,699
Deep Sea Supply PLC		547,947		294,917
Helix Energy Solutions Group, Inc.(a)		25,260		416,285
Petroleum Geo-Services ASA		105,750		702,154
				2,180,055
Oil & Gas Exploration & Production – 8.6%
Anadarko Petroleum Corp.		52,528		4,942,885
Apache Corp.		14,949		1,022,512
Cabot Oil & Gas Corp.		17,469		590,801
California Resources Corp.		12,956		120,491
Canadian Natural Resources Ltd.		130,609		4,339,921
Cimarex Energy Co.		3,575		444,730
CNOOC Ltd.		2,069,200		3,517,683
Concho Resources, Inc.(a)		5,006		634,060
ConocoPhillips		95,782		6,505,514
Det Norske Oljeselskap ASA(a)		180,867		1,325,276
Devon Energy Corp.		16,262		1,109,231
EOG Resources, Inc.		56,143		5,555,350
EQT Corp.		6,484		583,171
Hess Corp.		34,230		2,632,287
Inpex Corp.		108,400		1,360,455
Marathon Oil Corp.		27,554		856,929
Murphy Oil Corp.		33,930		1,615,407
Noble Energy, Inc.		16,307		827,091

16 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Occidental Petroleum Corp.		85,567	$	6,853,917
Pioneer Natural Resources Co.		6,298		1,088,168
SM Energy Co.		23,780		1,378,527
Whiting Petroleum Corp.(a)		8,860		335,883
Williams Cos., Inc. (The)		82,198		4,207,716
Woodside Petroleum Ltd.		30,797		849,295
				52,697,300
Oil & Gas Refining & Marketing – 0.4%
JX Holdings, Inc.		229,300		998,528
Marathon Petroleum Corp.		6,410		631,834
Valero Energy Corp.		11,190		636,711
				2,267,073
Oil & Gas Storage & Transportation – 1.8%
Enbridge, Inc.		77,060		4,027,686
Kinder Morgan, Inc.		83,624		3,591,651
TransCanada Corp.		73,895		3,429,855
				11,049,192
				170,772,309
Materials – 7.5%
Aluminum – 0.1%
Alcoa, Inc.		6,909		92,719
Norsk Hydro ASA		132,358		626,821
				719,540
Commodity Chemicals – 0.5%
Denki Kagaku Kogyo KK		189,000		771,723
LyondellBasell Industries NV – Class A		12,840		1,329,197
Westlake Chemical Corp.		14,540		1,133,829
				3,234,749
Diversified Chemicals – 0.4%
Arkema SA		16,582		1,334,407
Eastman Chemical Co.		11,770		897,109
				2,231,516
Diversified Metals & Mining – 2.9%
Anglo American PLC		8,284		140,352
Aurubis AG		15,920		1,005,969
BHP Billiton Ltd.		133,723		3,414,800
BHP Billiton PLC		12,568		302,090
Boliden AB		43,780		951,150
First Quantum Minerals Ltd.		42,600		652,506
Freeport-McMoRan, Inc.		6,367		148,160
Glencore PLC(a)		682,984		3,244,561
Korea Zinc Co., Ltd.		2,630		1,171,281
MMC Norilsk Nickel OJSC (ADR)		106,350		1,997,253
Rio Tinto PLC		108,763		4,867,259
				17,895,381
Fertilizers & Agricultural Chemicals – 0.9%
Agrium, Inc. (Toronto)		4,844		501,865
Monsanto Co.		27,644		3,150,311

AB ALL MARKET REAL RETURN PORTFOLIO  • 17

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Potash Corp. of Saskatchewan, Inc.		27,699	$	904,551
Syngenta AG		3,143		1,051,740
				5,608,467
Gold – 1.0%
Agnico Eagle Mines Ltd.		45,617		1,380,798
Barrick Gold Corp.		33,424		434,387
Franco-Nevada Corp.		4,680		242,980
Goldcorp, Inc.		106,521		2,005,049
Koza Altin Isletmeleri AS		58,010		606,000
Newcrest Mining Ltd.(a)		21,768		244,008
Newmont Mining Corp.		14,920		395,231
Randgold Resources Ltd.		9,462		720,064
Real Gold Mining Ltd.(a)(c)(d)		124,500		2
				6,028,519
Paper Packaging – 0.1%
Smurfit Kappa Group PLC		31,450		967,240
Paper Products – 0.4%
International Paper Co.		13,573		729,142
Mondi PLC		31,740		642,676
Sappi Ltd.(a)		133,646		548,234
Stora Enso Oyj – Class R		18,416		193,797
UPM-Kymmene Oyj		17,805		322,173
				2,436,022
Precious Metals & Minerals – 0.2%
Impala Platinum Holdings Ltd.(a)		15,563		86,616
Industrias Penoles SAB de CV		4,144		70,228
Silver Wheaton Corp.		41,999		828,492
				985,336
Specialty Chemicals – 0.1%
Johnson Matthey PLC		13,420		686,148
Steel – 0.9%
ArcelorMittal (Euronext Amsterdam)		5,996		63,806
BlueScope Steel Ltd.		165,935		456,574
China Steel Corp. (Sponsored GDR)(b)		3,467		58,592
JFE Holdings, Inc.		2,872		64,835
Nippon Steel & Sumitomo Metal Corp.		45,495		118,342
Nucor Corp.		1,923		93,958
POSCO		379		89,279
Tata Steel Ltd. (GDR)(b)		73,770		422,702
Tata Steel Ltd. (London) (GDR)(b)		55,520		318,088
Ternium SA (Sponsored ADR)		18,377		389,592
ThyssenKrupp AG		2,745		72,933
Vale SA		7,253		54,525
Vale SA (Preference Shares)		11,333		68,270
Vale SA (Sponsored ADR) (Local Preference Shares)		419,040		2,535,192
voestalpine AG		16,120		674,912
				5,481,600
				46,274,518

18 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Equity: Other – 7.1%
Diversified/Specialty – 6.3%
Alexandria Real Estate Equities, Inc.		1,142	$	105,498
Ayala Land, Inc.		635,160		549,502
Azrieli Group		2,784		120,106
Beni Stabili SpA SIIQ		70,815		58,392
Boral Ltd.		64,580		321,699
British Land Co. PLC (The)		141,906		1,807,360
Bumi Serpong Damai TBK PT		522,600		74,881
Buzzi Unicem SpA		23,100		371,797
CA Immobilien Anlagen AG(a)		33,161		601,802
Canadian Real Estate Investment Trust		1,103		41,697
Capital Property Fund		108,448		124,709
CapitaLand Ltd.		185,100		515,103
CBRE Group, Inc. – Class A(a)		16,780		643,345
Central Pattana PCL		97,451		124,160
Ciputra Development TBK PT		739,500		77,966
City Developments Ltd.		41,300		332,298
CK Hutchison Holdings Ltd.		28,500		617,493
ClubCorp Holdings, Inc.		28,950		633,716
Cofinimmo SA		4,465		492,797
Country Garden Holdings Co., Ltd.		384,000		206,822
Dalian Wanda Commercial Properties Co., Ltd. – Class H(a)(b)		19,000		155,795
Digital Realty Trust, Inc.		2,164		137,219
Duke Realty Corp.		26,453		524,034
East Japan Railway Co.		3,700		327,032
Eastern & Oriental Bhd		55,850		30,536
Emira Property Fund		151,890		231,737
Evergrande Real Estate Group Ltd.		402,250		381,398
Fastighets AB Balder – Class B(a)		7,050		125,668
Fibra Uno Administracion SA de CV		174,347		434,788
Folkestone Education Trust		90,810		158,098
Fonciere Des Regions		2,569		243,203
Fukuoka REIT Corp.		72		131,169
Gecina SA		2,505		343,543
Globe Trade Centre SA(a)		18,582		31,952
Goldin Properties Holdings Ltd.(a)		90,000		218,326
GPT Group (The)		282,003		993,860
Gramercy Property Trust, Inc.		21,556		589,341
Great Portland Estates PLC		24,910		304,078
Grivalia Properties REIC		2,962		23,541
Growthpoint Properties Ltd.		152,117		356,802
H&R Real Estate Investment Trust		4,325		82,987
Hang Lung Properties Ltd.		155,000		522,989
Hemfosa Fastigheter AB(a)		21,030		485,898
Henderson Land Development Co., Ltd.		64,961		522,472
Hufvudstaden AB – Class A		8,473		117,128
Hulic Co., Ltd.		22,550		241,368
IMMOFINANZ AG(a)		206,618		621,559
Kennedy Wilson Europe Real Estate PLC		35,223		604,472

AB ALL MARKET REAL RETURN PORTFOLIO  • 19

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Kiwi Property Group Ltd.		77,540	$	76,520
KLCCP Stapled Group		31,600		62,641
Kungsleden AB		13,910		101,249
Land & Houses PCL		234,900		67,640
Land Securities Group PLC		57,493		1,100,216
Lend Lease Group		47,310		597,775
Lippo Karawaci TBK PT		1,342,600		122,493
Longfor Properties Co., Ltd.		92,700		159,464
Mah Sing Group Bhd		86,600		51,192
Mapletree Greater China Commercial Trust(b)		124,100		99,336
Merlin Properties Socimi SA(a)		63,140		863,168
Mitsubishi Estate Co., Ltd.		126,600		2,979,818
Mitsui Fudosan Co., Ltd.		91,400		2,709,489
New World China Land Ltd.		182,000		122,733
Nomura Real Estate Holdings, Inc.		9,700		197,172
Orix JREIT, Inc.		193		285,284
Pakuwon Jati TBK PT		1,616,500		54,426
Pruksa Real Estate PCL		46,400		38,708
Quality Houses PCL		306,483		28,821
Redefine Properties Ltd.		261,178		264,578
Regal Entertainment Group – Class A		27,240		599,280
Resilient Property Income Fund Ltd.		15,746		131,753
Royal Mail PLC		46,800		334,364
SA Corporate Real Estate Fund Nominees Pty Ltd.		272,900		114,241
SM Prime Holdings, Inc.		540,100		225,848
SP Setia Bhd Group		58,500		56,012
Spirit Realty Capital, Inc.		16,120		181,995
Sponda Oyj		18,381		80,386
Sumitomo Realty & Development Co., Ltd.		54,700		2,111,192
Summarecon Agung TBK PT		727,800		99,434
Sun Hung Kai Properties Ltd.		193,923		3,223,267
Sunac China Holdings Ltd.		107,600		142,042
Suntec Real Estate Investment Trust		183,000		244,300
Supalai PCL		43,400		26,331
Swiss Prime Site AG(a)		4,206		368,771
Taiheiyo Cement Corp.		44,000		138,655
United Urban Investment Corp.		177		280,947
UOL Group Ltd.		73,200		440,151
Vornado Realty Trust		5,148		532,766
Wallenstam AB – Class B		7,644		128,878
West China Cement Ltd.		5,692,000		965,352
West Fraser Timber Co., Ltd.		2,379		122,411
Wharf Holdings Ltd. (The)		183,000		1,322,064
WP Carey, Inc.		1,346		85,444
Yuexiu Property Co., Ltd.		412,000		100,743
				38,801,486
Health Care – 0.7%
Chartwell Retirement Residences		31,610		317,279
HCP, Inc.		32,867		1,324,212

20 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Health Care REIT, Inc.		7,684	$	553,402
LTC Properties, Inc.		14,820		644,077
Omega Healthcare Investors, Inc.		2,613		94,303
Senior Housing Properties Trust		3,737		76,496
Ventas, Inc.		13,278		914,854
				3,924,623
Triple Net – 0.1%
National Retail Properties, Inc.		9,139		350,937
Realty Income Corp.		8,309		390,274
				741,211
				43,467,320
Utilities – 4.8%
Electric Utilities – 1.9%
CLP Holdings Ltd.		92,000		805,342
Electricite de France SA		92,116		2,343,879
Endesa SA		79,943		1,583,934
Enel SpA		437,995		2,076,070
Fortum Oyj		46,436		916,990
Iberdrola SA		279,718		1,872,233
Korea Electric Power Corp.		22,564		981,171
SSE PLC		44,467		1,053,588
				11,633,207
Gas Utilities – 0.6%
Gas Natural SDG SA		54,006		1,327,904
Hong Kong & China Gas Co., Ltd.		392,000		933,746
Petronas Gas Bhd		97,400		621,347
Snam SpA		161,695		842,292
				3,725,289
Independent Power Producers & Energy Traders – 0.4%
Aboitiz Power Corp.		174,800		168,289
AES Corp.		21,807		288,943
Calpine Corp.(a)		11,857		258,601
China Resources Power Holdings Co., Ltd.		136,000		412,014
EDP Renovaveis SA		29,286		204,718
Electric Power Development Co., Ltd.		4,200		140,991
Enel Green Power SpA		193,956		376,631
NRG Energy, Inc.		13,272		334,985
Tractebel Energia SA		25,800		305,700
				2,490,872
Multi-Utilities – 1.8%
Centrica PLC		248,369		969,753
Dominion Resources, Inc.		19,682		1,410,806
E.ON SE		96,420		1,501,067
GDF Suez		113,442		2,308,135
National Grid PLC		145,218		1,953,667
PG&E Corp.		14,874		787,132
RWE AG		35,125		872,836

AB ALL MARKET REAL RETURN PORTFOLIO  • 21

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Sempra Energy		7,976	$	846,812
United Utilities Group PLC		28,532		424,448
				11,074,656
Water Utilities – 0.1%
American Water Works Co., Inc.		6,432		350,673
Cia de Saneamento Basico do Estado de Sao Paulo		48,800		288,302
Severn Trent PLC		9,951		324,043
				963,018
				29,887,042
Retail – 3.9%
Regional Mall – 1.3%
BR Malls Participacoes SA		61,540		334,973
CapitaMall Trust		188,200		310,744
General Growth Properties, Inc.		29,580		810,492
Macerich Co. (The)		7,176		586,709
Multiplan Empreendimentos Imobiliarios SA		13,580		238,882
Pennsylvania Real Estate Investment Trust		30,470		688,927
Simon Property Group, Inc.		16,220		2,943,768
Taubman Centers, Inc.		1,770		127,458
Westfield Corp.		181,345		1,348,259
WP GLIMCHER, Inc.		47,711		715,665
				8,105,877
Shopping Center/Other Retail – 2.6%
Aeon Mall Co., Ltd.		5,400		100,731
American Realty Capital Properties, Inc.		36,822		332,502
Calloway Real Estate Investment Trust		1,652		41,830
Capital & Counties Properties PLC		52,483		317,283
Citycon Oyj(a)		19,949		64,503
DDR Corp.		34,120		581,746
Federal Realty Investment Trust		1,083		144,765
Fibra Shop Portafolios Inmobiliarios SAPI de CV		297,364		340,935
Hammerson PLC		89,772		919,764
Hyprop Investments Ltd.		38,101		392,340
IGB Real Estate Investment Trust		112,400		43,220
Iguatemi Empresa de Shopping Centers SA		3,900		34,949
Intu Properties PLC		66,619		349,485
Japan Retail Fund Investment Corp.		349		742,973
JB Hi-Fi Ltd.		23,160		357,753
Kimco Realty Corp.		6,570		158,337
Klepierre		27,074		1,313,242
Link REIT (The)		211,423		1,311,452
Mercialys SA		19,620		487,531
Pier 1 Imports, Inc.		12,910		163,311
Ramco-Gershenson Properties Trust		36,033		629,857
Regency Centers Corp.		5,414		339,891
Retail Opportunity Investments Corp.		37,670		632,103
RioCan Real Estate Investment Trust		11,547		285,779

22 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Scentre Group		666,345	$	1,962,833
Unibail-Rodamco SE		9,726		2,685,450
Vastned Retail NV		9,805		478,793
Weingarten Realty Investors		12,800		419,328
				15,632,686
				23,738,563
Residential – 3.3%
Multi-Family – 2.9%
Advance Residence Investment Corp.		91		214,694
Apartment Investment & Management Co. – Class A		2,462		92,891
AvalonBay Communities, Inc.		5,871		964,840
Barratt Developments PLC		40,350		320,110
Boardwalk Real Estate Investment Trust		635		31,979
BUWOG AG(a)		3,716		75,133
Camden Property Trust		1,356		101,809
Canadian Apartment Properties REIT		1,764		42,649
China Overseas Land & Investment Ltd.		258,140		1,073,594
China Resources Land Ltd.		471,908		1,715,211
China Vanke Co., Ltd. – Class H(a)		471,874		1,243,543
CIFI Holdings Group Co., Ltd.		1,242,000		386,314
Corp. GEO SAB de CV Series B(a)(c)(d)		23,600		157
Cyrela Brazil Realty SA Empreendimentos e Participacoes		18,200		70,856
Desarrolladora Homex SAB de CV(a)(c)(d)		14,600		464
Deutsche Annington Immobilien SE		35,586		1,194,448
Deutsche Wohnen AG		21,745		570,364
Emlak Konut Gayrimenkul Yatirim Ortakligi AS		385,585		445,391
Equity Residential		14,418		1,064,914
Essex Property Trust, Inc.		5,105		1,133,055
Ichigo Real Estate Investment Corp.		290		217,435
Irish Residential Properties REIT PLC		252,833		303,482
Japan Rental Housing Investments, Inc.		215		151,853
Kaisa Group Holdings Ltd.(c)(d)		805,000		162,027
Kenedix Residential Investment Corp.		56		162,906
KWG Property Holding Ltd.		900,500		913,330
LEG Immobilien AG(a)		10,925		847,641
Mid-America Apartment Communities, Inc.		12,560		937,102
Mirvac Group		265,372		420,412
MRV Engenharia e Participacoes SA		19,050		52,162
Shimao Property Holdings Ltd.		84,000		197,331
Sino-Ocean Land Holdings Ltd.		232,080		193,662
Stockland		357,946		1,251,024
Sun Communities, Inc.		8,456		524,779
UDR, Inc.		3,999		131,047
UNITE Group PLC (The)		33,320		306,366
Urbi Desarrollos Urbanos SAB de CV(a)(c)(d)		120,400		– 0	–
Wing Tai Holdings Ltd.		335,000		495,711
				18,010,686

AB ALL MARKET REAL RETURN PORTFOLIO  • 23

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Self Storage – 0.3%
Extra Space Storage, Inc.		15,000	$	988,950
National Storage Affiliates Trust(a)		28,701		368,234
Public Storage		2,281		428,622
Safestore Holdings PLC		76,550		327,543
				2,113,349
Single Family – 0.1%
Fortune Brands Home & Security, Inc.		6,810		303,726
				20,427,761
Transportation – 2.5%
Airport Services – 0.9%
Aeroports de Paris		13,425		1,654,920
Airports of Thailand PCL		119,100		1,044,243
Auckland International Airport Ltd.		146,099		512,691
Flughafen Zuerich AG		615		478,954
Fraport AG Frankfurt Airport Services Worldwide		13,144		831,346
Kobenhavns Lufthavne		940		547,652
SIA Engineering Co., Ltd.		187,000		591,266
				5,661,072
Highways & Railtracks – 1.3%
Abertis Infraestructuras SA		140,363		2,586,470
Atlantia SpA		119,868		3,371,283
CCR SA		329,400		1,814,846
				7,772,599
Marine Ports & Services – 0.3%
COSCO Pacific Ltd.		298,000		469,616
International Container Terminal Services, Inc.		197,680		487,589
Kamigumi Co., Ltd.		25,000		250,304
Mitsubishi Logistics Corp.		17,000		262,968
Westports Holdings Bhd		255,800		323,206
Westshore Terminals Investment Corp.		8,302		219,575
				2,013,258
				15,446,929
Office – 1.6%
Office – 1.6%
Allied Properties Real Estate Investment Trust		13,263		439,718
alstria office REIT-AG(a)		16,673		236,248
Ascendas India Trust		49,200		33,278
Befimmo SA		1,246		85,993
Boston Properties, Inc.		4,425		585,472
Castellum AB		12,532		195,403
Cominar Real Estate Investment Trust		2,598		41,172
Cousins Properties, Inc.		11,290		109,965
Derwent London PLC		7,063		371,765
Dream Office Real Estate Investment Trust		17,124		392,865
Entra ASA(b)		30,954		317,568
Fabege AB		43,451		662,359
Highwoods Properties, Inc.		10,340		445,034

24 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Hongkong Land Holdings Ltd.		172,000	$	1,393,200
Hudson Pacific Properties, Inc.		11,020		332,363
Inmobiliaria Colonial SA(a)		128,090		87,883
Investa Office Fund		72,500		212,363
Japan Real Estate Investment Corp.		181		854,688
Kenedix Office Investment Corp. – Class A		96		519,443
Kilroy Realty Corp.		2,970		210,841
Liberty Property Trust		9,341		325,440
Nippon Building Fund, Inc.		97		482,660
Norwegian Property ASA(a)		17,868		24,086
NTT Urban Development Corp.		17,500		182,195
Parkway Properties Inc/Md		3,155		51,332
PSP Swiss Property AG(a)		3,045		284,015
SL Green Realty Corp.		1,517		185,620
Tokyo Tatemono Co., Ltd.		31,000		224,770
Workspace Group PLC		28,480		367,726
				9,655,465
Industrials – 0.9%
Industrial Warehouse Distribution – 0.7%
Ascendas Real Estate Investment Trust		140,400		261,646
DCT Industrial Trust, Inc.		7,880		260,355
Global Logistic Properties Ltd.		229,000		474,955
GLP J-Reit		158		162,452
Granite Real Estate Investment Trust		16,156		559,159
Hansteen Holdings PLC		121,900		220,423
Japan Logistics Fund, Inc.		69		146,322
Mapletree Industrial Trust		303,800		369,287
Mapletree Logistics Trust		353,709		328,795
Mexico Real Estate Management SA de CV(a)		271,346		410,680
Nippon Prologis REIT, Inc.		172		372,681
PLA Administradora Industrial S de RL de CV(a)		106,140		209,278
Prologis, Inc.		7,963		320,113
Segro PLC		53,692		352,727
Warehouses De Pauw SCA		856		68,031
WHA Corp. PCL		22,300		28,296
				4,545,200
Mixed Office Industrial – 0.2%
BR Properties SA		13,740		47,929
Goodman Group		224,787		1,103,006
Green REIT PLC		49,691		87,878
				1,238,813
				5,784,013
Lodging – 0.6%
Lodging – 0.6%
Ashford Hospitality Prime, Inc.		31,190		488,435
Ashford Hospitality Trust, Inc.		65,286		591,491
Ashford, Inc.(a)		659		65,735
Hospitality Properties Trust		2,376		71,470

AB ALL MARKET REAL RETURN PORTFOLIO  • 25

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Host Hotels & Resorts, Inc.		17,224	$	346,892
Japan Hotel REIT Investment Corp.		386		284,443
Pebblebrook Hotel Trust		3,340		143,420
RLJ Lodging Trust		28,780		853,903
Wyndham Worldwide Corp.		9,810		837,774
				3,683,563
Food Beverage & Tobacco – 0.6%
Agricultural Products – 0.5%
Archer-Daniels-Midland Co.		33,639		1,644,274
Bunge Ltd.		12,213		1,054,837
Wilmar International Ltd.		64,300		157,929
				2,857,040
Packaged Foods & Meats – 0.1%
Tyson Foods, Inc. – Class A		15,110		596,845
				3,453,885
Financial: Other – 0.1%
Financial: Other – 0.1%
HFF, Inc. – Class A		16,890		661,919
Mortgage – 0.1%
Mortgage – 0.1%
Concentradora Hipotecaria SAPI de CV		172,000		295,748
First American Financial Corp.		8,370		291,192
				586,940
Real Estate – 0.0%
Developers – 0.0%
Daelim Industrial Co., Ltd.		632		48,672
Real Estate Development – 0.0%
IOI Properties Group Bhd		139,000		83,303
				131,975
Total Common Stocks (cost $376,832,925)				373,972,202
	Principal Amount (000)
INFLATION-LINKED SECURITIES – 22.4%
United States – 22.4%
U.S. Treasury Inflation Index
0.125%, 4/15/16 (TIPS)(e)	$	132,429		134,053,792
0.625%, 7/15/21 (TIPS)		3,657		3,843,540
Total Inflation-Linked Securities (cost $137,638,054)				137,897,332

26 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
WARRANTS – 0.5%
Materials – 0.2%
Fertilizers & Agricultural Chemicals – 0.2%
UPL Ltd., Deutsche Bank, expiring 1/30/17(a)		174,840	$	1,353,862
Equity: Other – 0.2%
Diversified/Specialty – 0.2%
Eastern & Oriental Bhd, Eastern & Oriental Bhd, expiring 7/21/19(a)		12,100		1,257
Emaar Properties PJSC, Merrill Lynch Intl & Co., expiring 10/01/15(a)		351,620		788,888
				790,145
Energy – 0.1%
Coal & Consumable Fuels – 0.0%
Coal India Ltd., Merrill Lynch Intl & Co., expiring 11/02/15(a)		13,520		77,242
Oil & Gas Storage & Transportation – 0.1%
Petronet LNG Ltd., Deutsch Bank AG, expiring 8/14/18(a)		187,375		513,132
				590,374
Financial: Other – 0.0%
Financial: Other – 0.0%
DLF Ltd., Merrill Lynch Intl & Co., expiring 5/23/18(a)		35,520		76,952
Total Warrants (cost $2,351,057)				2,811,333
INVESTMENT COMPANIES – 0.3%
Funds and Investment Trust – 0.3%
iShares US Real Estate ETF (cost $1,764,949)		27,630		2,086,065
RIGHTS – 0.0%
Equity: Other – 0.0%
Diversified/Specialty – 0.0%
Cofinimmo SA, expiring 5/06/15(a)		4,465		2,657
Merlin Properties Socimi SA, expiring 5/02/15(a)		53,580		81,821
Total Rights (cost $0)				84,478
SHORT-TERM INVESTMENTS – 14.5%
Investment Companies – 14.5%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(f)(g) (cost $88,921,590)		88,921,590		88,921,590
Total Investments – 98.5% (cost $607,508,575)				605,773,000
Other assets less liabilities – 1.5%				9,242,316
Net Assets – 100.0%			$	615,015,316

AB ALL MARKET REAL RETURN PORTFOLIO  • 27

Consolidated Portfolio of Investments

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at April 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Canola (WCE) Futures		94		November 2015	$	698,611	$	683,282	$	(15,329	)
Coffee C Futures		32		July 2015		1,680,101		1,649,400		(30,701	)
Gasoline RBOB Futures		25		May 2015		2,018,416		2,147,355		128,939
Gold 100 OZ Futures		87		June 2015		10,381,924		10,286,880		(95,044	)
Live Cattle Futures		17		June 2015		985,394		1,017,960		32,566
LME Lead Futures		24		July 2015		1,170,065		1,269,000		98,935
LME Nickel Futures		16		July 2015		1,214,517		1,339,104		124,587
LME Zinc Futures		5		July 2015		275,265		293,813		18,548
Palladium Futures		8		June 2015		654,770		621,200		(33,570	)
Platinum Futures		35		July 2015		1,987,518		1,995,700		8,182
Soybean Meal Futures		71		July 2015		2,282,957		2,244,310		(38,647	)
Soybean Oil Futures		27		July 2015		495,711		512,730		17,019
WTI Crude Futures		191		November 2017		15,443,783		12,560,160		(2,883,623	)
WTI Crude Futures		355		November 2018		28,647,847		23,596,850		(5,050,997	)
WTI Crude Futures		178		November 2019		12,406,386		11,915,320		(491,066	)
Sold Contracts
Coff Robusta Futures		92		July 2015		1,668,691		1,648,640		20,051
Copper Futures		28		July 2015		1,892,602		2,020,550		(127,948	)
Corn Futures		21		July 2015		399,477		384,563		14,914
Cotton No. 2 Futures		16		July 2015		523,977		543,040		(19,063	)
Lean Hogs Futures		27		June 2015		811,575		879,390		(67,815	)
LME PRI Aluminium Futures		15		July 2015		664,380		723,375		(58,995	)
S&P 500 E Mini Index Futures		233		June 2015		23,700,420		24,219,185		(518,765	)
Soybean Futures		46		July 2015		2,297,961		2,244,800		53,161
WTI Crude Futures		36		May 2015		2,066,193		2,146,680		(80,487	)
									$	(8,995,148	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		CAD	15,947		USD	12,782		6/18/15	$	(427,204	)
Bank of America, NA		USD	2,265		RUB	128,325		6/18/15		186,308
Barclays Bank PLC		USD	25,373		NOK	197,457		6/18/15		817,865
BNP Paribas SA		EUR	1,461		USD	1,597		6/18/15		(44,370	)
BNP Paribas SA		INR	55,489		USD	868		6/18/15		3,218
BNP Paribas SA		USD	1,553		CNY	9,693		6/18/15		24,984
Citibank		JPY	34,832		USD	293		6/18/15		1,190
Deutsche Bank AG		NOK	19,943		USD	2,479		6/18/15		(166,741	)
Goldman Sachs Bank USA		BRL	7,804		USD	2,640		6/18/15		88,725
Goldman Sachs Bank USA		KRW	776,074		USD	689		6/18/15		(30,243	)
Goldman Sachs Bank USA		USD	14,085		CAD	17,150		6/18/15		120,762
Goldman Sachs Bank USA		USD	5,685		RUB	298,758		6/18/15		22,752
HSBC Bank USA		CAD	10,739		USD	8,497		6/18/15		(398,415	)
Morgan Stanley & Co., Inc.		EUR	15,518		USD	16,464		6/18/15		(969,995	)
Morgan Stanley & Co., Inc.		EUR	865		USD	980		6/18/15		8,655
Northern Trust Co.		USD	2,934		ZAR	36,491		6/18/15		111,436
Royal Bank of Scotland PLC		AUD	5,344		USD	4,080		6/18/15		(138,548	)
Royal Bank of Scotland PLC		GBP	2,095		USD	3,159		6/18/15		(55,904	)
Royal Bank of Scotland PLC		JPY	2,025,905		USD	16,734		6/18/15		(241,245	)

28 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Royal Bank of Scotland PLC		USD	1,722		CHF	1,709		6/18/15	$	112,611
Royal Bank of Scotland PLC		USD	742		IDR	10,096,953		6/18/15		27,368
Royal Bank of Scotland PLC		USD	697		MYR	2,611		6/18/15		31,984
Royal Bank of Scotland PLC		USD	1,566		SGD	2,180		6/18/15		79,950
Standard Chartered Bank		USD	2,635		HKD	20,447		6/18/15		3,414
State Street Bank & Trust Co.		EUR	2,248		USD	2,453		6/18/15		(72,871	)
UBS AG		BRL	16,177		USD	5,464		6/02/15		147,731
UBS AG		EUR	25,415		USD	27,375		6/18/15		(1,178,690	)
UBS AG		GBP	11,325		USD	16,582		6/18/15		(796,547	)
									$	(2,731,820	)

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	$	3,830		3/30/22	2.263%		3 Month LIBOR	$	(110,326	)
INFLATION (CPI) SWAPS (see Note D)
					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	84,090		3/26/19	1.790%		CPI#	$	172,827
Citibank		1,000		3/27/18	2.450%		CPI#		(65,817	)
Deutsche Bank AG		38,982		3/25/25	2.205%		CPI#		194,678
Deutsche Bank AG		38,982		3/25/25	2.205%		CPI#		194,678
Deutsche Bank AG		46,779		3/25/25	2.205%		CPI#		233,616
Deutsche Bank AG		18,987		3/26/25	2.195%		CPI#		103,573
Deutsche Bank AG		37,975		3/26/25	2.170%		CPI#		249,860
Goldman Sachs International		29,237		3/20/25	2.190%		CPI#		164,192
JPMorgan Chase Bank		76,719		3/30/25	2.170%		CPI#		512,156
JPMorgan Chase Bank		76,719		4/01/25	2.170%		CPI#		509,660
								$	2,269,423

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received			Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Credit Suisse International Bloomberg Commodity Index 2 Months Forwards	$	227,233		0.11	%	USD	50,129		6/15/15	$	1,026,435
Goldman Sachs International Bloomberg Commodity Index 2 Months Forwards		250,000		0.11	%		55,152		6/15/15		1,129,277

AB ALL MARKET REAL RETURN PORTFOLIO  • 29

Consolidated Portfolio of Investments

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received			Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank Bloomberg Commodity Index 2 Months Forwards	$	394,418		0.11	%		87,012		6/15/15	$	1,781,628
Bloomberg Commodity Index 2 Months Forwards		23,634		0.11	%		5,214		6/15/15		106,757
Bloomberg Commodity Index 2 Months Forwards		23,071		0.11	%		5,090		6/15/15		104,214
										$	4,148,311

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $2,138,780 or 0.3% of net assets.

(c) Illiquid security.

(d) Fair valued by the Adviser.

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

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

(g) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CNY – Chinese Yuan Renminbi

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MYR – Malaysian Ringgit

NOK – Norwegian Krone

RUB – Russian Ruble

SGD – Singapore Dollar

USD – United States Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

CPI – Consumer Price Index

ETF – Exchange Traded Fund

GDR – Global Depositary Receipt

LIBOR – London Interbank Offered Rates

LME – London Metal Exchange

OJSC – Open Joint Stock Company

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

TIPS – Treasury Inflation Protected Security

WCE – Winnipeg Commodities Exchange

WTI – West Texas Intermediate

See notes to consolidated financial statements.

30 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Portfolio of Investments

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $518,586,985)	$	516,851,410
Affiliated issuers (cost $88,921,590)		88,921,590
Cash		5,029
Cash collateral due from broker		6,057,255
Foreign currencies, at value (cost $1,031,212)		1,040,020
Receivable for investment securities sold and foreign currency transactions		10,318,184
Unrealized appreciation on total return swaps		4,148,311
Unrealized appreciation on inflation swaps		2,335,240
Receivable for capital stock sold		1,986,278
Unrealized appreciation on forward currency exchange contracts		1,788,953
Dividends and interest receivable		992,668
Total assets		634,444,938
Liabilities
Payable for investment securities purchased and foreign currency transactions		9,286,864
Unrealized depreciation on forward currency exchange contracts		4,520,773
Cash collateral due to broker		4,515,000
Management fee payable		348,297
Payable for capital stock redeemed		276,430
Distribution fee payable		116,928
Unrealized depreciation on interest rate swaps		110,326
Unrealized depreciation on inflation swaps		65,817
Payable for variation margin on exchange-traded derivatives		48,096
Administrative fee payable		16,267
Transfer Agent fee payable		9,524
Accrued expenses and other liabilities		115,300
Total liabilities		19,429,622
Net Assets	$	615,015,316
Composition of Net Assets
Capital stock, at par	$	64,938
Additional paid-in capital		683,274,893
Distributions in excess of net investment income		(6,878,408	)
Accumulated net realized loss on investment and foreign currency transactions		(54,292,155	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(7,153,952	)
	$	615,015,316

See notes to consolidated financial statements.

AB ALL MARKET REAL RETURN PORTFOLIO  • 31

Consolidated Statement of Assets & Liabilities

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	21,366,548		2,233,837	$	9.56	*
C	$	6,541,991		689,617	$	9.49
Advisor	$	39,370,908		4,120,922	$	9.55
R	$	167,959		17,705	$	9.49
K	$	1,955,012		205,869	$	9.50
I	$	16,686,755		1,752,947	$	9.52
1	$	528,700,583		55,893,683	$	9.46
2	$	9,652		1,000	$	9.65
Z	$	215,908		22,668	$	9.52

* The maximum offering price per share for Class A shares was $9.98 which reflects a sales charge of 4.25%.

See notes to consolidated financial statements.

32 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Statement of Assets & Liabilities

CONSOLIDATED STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $386,078)	$	6,009,711
Affiliated issuers		36,305
Interest*		(2,332,071	)	$	3,713,945
Expenses
Management fee (see Note B)		2,183,337
Distribution fee—Class A		34,842
Distribution fee—Class C		35,334
Distribution fee—Class R		420
Distribution fee—Class K		2,476
Distribution fee—Class 1		612,390
Transfer agency—Class A		16,560
Transfer agency—Class C		5,119
Transfer agency—Advisor Class		30,299
Transfer agency—Class R		196
Transfer agency—Class K		1,802
Transfer agency—Class I		8,154
Transfer agency—Class 1		49,279
Transfer agency—Class Z		19
Custodian		148,858
Registration fees		64,428
Audit and tax		50,184
Administrative		26,160
Printing		23,991
Legal		20,576
Directors’ fees		5,914
Miscellaneous		49,687
Total expenses		3,370,025
Less: expenses waived and reimbursed by the Adviser (see Note B)		(26,543	)
Net expenses					3,343,482
Net investment income					370,463
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(10,627,139	)(a)
Futures					(6,015,669	)
Swaps					(39,164,885	)
Foreign currency transactions					10,692,906
Net change in unrealized appreciation/depreciation of:
Investments					2,040,909	(b)
Futures					(5,002,503	)
Swaps					9,738,760
Foreign currency denominated assets and liabilities					(5,448,101	)
Net loss on investment and foreign currency transactions					(43,785,722	)
Contributions from Affiliates (see Note B)					307
Net Decrease in Net Assets from Operations				$	(43,414,952	)

(a) Net of foreign capital gains taxes of $68,506.

(b) Net of decrease in accrued foreign capital gains taxes of $35,808.

* The negative interest income reflects interest income adjusted for fluctuation in the inflation index related to TIPS and amortization of premiums.

See notes to consolidated financial statements.

AB ALL MARKET REAL RETURN PORTFOLIO  • 33

Consolidated Statement of Operations

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	370,463		$	7,307,282
Net realized loss on investment transactions and foreign currency transactions		(45,114,787	)		(1,755,935	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,329,065			(28,674,070	)
Contributions from Affiliates (see Note B)		307			119,942
Net decrease in net assets from operations		(43,414,952	)		(23,002,781	)
Dividends to Shareholders from
Net investment income
Class A		(483,613	)		(792,091	)
Class C		(100,388	)		(58,007	)
Advisor Class		(1,240,758	)		(985,378	)
Class R		(4,403	)		(423	)
Class K		(50,051	)		(26,710	)
Class I		(452,178	)		(354,919	)
Class 1		(12,070,530	)		(6,782,380	)
Class 2		(270	)		(161	)
Class Z		(254	)		– 0	–
Capital Stock Transactions
Net increase		40,117,938			80,314,554
Total increase (decrease)		(17,699,459	)		48,311,704
Net Assets
Beginning of period		632,714,775			584,403,071
End of period (including distributions in excess of net investment income of ($6,878,408) and undistributed net investment income of $7,153,574, respectively)	$	615,015,316		$	632,714,775

See notes to consolidated financial statements.

34 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Statement of Changes in Net Assets

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations on July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB All Market Real Return Portfolio (the “Portfolio”). Prior to January 20, 2015, the Portfolio was known as AllianceBernstein Real Asset Strategy. As part of the Portfolio’s investment strategy, the Portfolio seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AllianceBernstein Cayman Inflation Strategy, Ltd., a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands (the “Subsidiary”). The Portfolio and the Subsidiary commenced operations on March 8, 2010. The Subsidiary was incorporated on February 1, 2010. The Portfolio is the sole shareholder of the Subsidiary and it is intended that the Portfolio will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of April 30, 2015, net assets of the Portfolio were $615,015,316, of which $118,308,801, or 19%, represented the Portfolio’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements of AB All Market Real Return Portfolio and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The Portfolio has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class 1, Class 2 and Class Z shares. Effective January 31, 2014 the fund commenced offering of Class Z shares. Class B shares are not publically offered. Class 1 shares are sold only to the private clients of Sanford C. Bernstein & Co. LLC by its registered representatives. As of April 30, 2015, AllianceBernstein L.P. (the “Adviser”), was the sole shareholder of Class 2

AB ALL MARKET REAL RETURN PORTFOLIO  • 35

Notes to Consolidated Financial Statements

shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R, Class K, Class 1 and Class Z shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I, and Class 2 shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the

36 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

AB ALL MARKET REAL RETURN PORTFOLIO  • 37

Notes to Consolidated Financial Statements

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:	Level 1		Level 2		Level 3			Total
Assets:
Common Stock:
Energy	$	108,433,212	$	62,339,097	$	– 0	–	$	170,772,309
Materials		22,032,112		24,242,404		2			46,274,518
Equity: Other		11,627,385		31,839,935		– 0	–		43,467,320
Utilities		5,493,301		24,393,741		– 0	–		29,887,042
Retail		11,432,078		12,306,485		– 0	–		23,738,563

38 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

Investments in Securities:	Level 1			Level 2			Level 3			Total
Residential	$	8,175,006		$	12,090,107		$	162,648	^	$	20,427,761
Transportation		2,357,627			13,089,302			– 0	–		15,446,929
Office		4,887,954			4,767,511			– 0	–		9,655,465
Industrials		2,512,641			3,271,372			– 0	–		5,784,013
Lodging		3,399,120			284,443			– 0	–		3,683,563
Food Beverage & Tobacco		3,295,956			157,929			– 0	–		3,453,885
Financial: Other		661,919			– 0	–		– 0	–		661,919
Mortgage		586,940			– 0	–		– 0	–		586,940
Real Estate		– 0	–		131,975			– 0	–		131,975
Inflation-Linked Securities		– 0	–		137,897,332			– 0	–		137,897,332
Warrants		1,257			2,810,076			– 0	–		2,811,333
Investment Companies		2,086,065			– 0	–		– 0	–		2,086,065
Rights		84,478			– 0	–		– 0	–		84,478
Short-Term Investments		88,921,590			– 0	–		– 0	–		88,921,590
Total Investments in Securities		275,988,641			329,621,709	+		162,650			605,773,000
Other Financial Instruments*:
Assets:
Futures		516,902			– 0	–		– 0	–		516,902	#
Forward Currency Exchange Contracts		– 0	–		1,788,953			– 0	–		1,788,953
Inflation (CPI) Swaps		– 0	–		2,335,240			– 0	–		2,335,240
Total Return Swaps		– 0	–		4,148,311			– 0	–		4,148,311
Liabilities:
Futures		(9,512,050	)		– 0	–		– 0	–		(9,512,050	)#
Forward Currency Exchange Contracts		– 0	–		(4,520,773	)		– 0	–		(4,520,773	)
Interest Rate Swaps		– 0	–		(110,326	)		– 0	–		(110,326	)
Inflation (CPI) Swaps		– 0	–		(65,817	)		– 0	–		(65,817	)
Total†(a)	$	266,993,493		$	333,197,297		$	162,650		$	600,353,440

^ The Portfolio held a security with zero market value at period end.

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the consolidated portfolio of investments.

^†  There were de minimis transfers under 1% of net assets from Level 1 to Level 2 during the reporting period.

^(a)  An amount of $315,118 was transferred from Level 2 to Level 1 due to increase in trading volume during the reporting period and an amount of $5,908,125 was transferred from Level 2 to Level 1 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

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

AB ALL MARKET REAL RETURN PORTFOLIO  • 39

Notes to Consolidated Financial Statements

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

	Common Stocks - Materials			Common Stocks - Residential^			Total
Balance as of 10/31/14	$	2		$	2,586		$	2,588
Accrued discounts/(premiums)		– 0	–		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		– 0	–		(138,062	)		(138,062	)
Purchases		– 0	–		– 0	–		– 0	–
Sales		– 0	–		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		298,124			298,124
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 4/30/15	$	2		$	162,648		$	162,650	+
Net change in unrealized appreciation/depreciation from Investments held as of 4/30/15*	$	– 0	–	$	(138,062	)	$	(138,062	)

^ The Portfolio held a security with zero market value at period end.

+ There were de minimis transfers under 1% of net assets during the reporting period.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

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

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

40 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

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

3. Currency Translation

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

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

4. Taxes

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

If, during a taxable year, the Subsidiary’s taxable losses (and other deductible items) exceed its income and gains, the net loss will not pass through to the Portfolio as a deductible amount for Federal income tax purposes. Note that the loss from the Subsidiary’s contemplated activities also cannot be carried forward to reduce future Subsidiary’s income in subsequent years. However, if the Subsidiary’s taxable gains exceed its losses and other deductible items during a taxable year, the net gain will pass through to the Portfolio as income for Federal income tax purposes.

AB ALL MARKET REAL RETURN PORTFOLIO  • 41

Notes to Consolidated Financial Statements

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

NOTE B

Management Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser a management fee at an annual rate of .75% of the Portfolio’s average daily net assets. Effective February 1, 2014, the Adviser agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.30%, 2.00%, 1.00%, 1.50%, 1.25%, 1.00%, 1.25%, 1.00% and 1.00% of daily average net assets for Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1, Class 2 and Class Z shares, respectively. This fee waiver and/or expense reimbursement agreement will remain in effect until January 29, 2016. For the six months ended April 30, 2015, such reimbursement amounted to $26,543. Prior to February 1, 2014, the Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.05%, 1.75%, 0.75%, 1.25%,

42 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

1.00%, 0.75%, 1.00% and 0.75% of daily average net assets for Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares, respectively.

The Subsidiary has entered into a separate agreement with the Adviser for the management of the Subsidiary’s portfolio. The Adviser receives no compensation from the Subsidiary for its services under the agreement.

During the six months ended April 30, 2015 and year ended October 31, 2014, the Adviser reimbursed the Portfolio $307 and $119,942, respectively for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended April 30, 2015, the reimbursement for such services amounted to $26,160.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $47,779 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $1,068 from the sale of Class A shares and received $8 and $380 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended April 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$	111,862	$	182,844	$	205,784	$	88,922	$	36

Brokerage commissions paid on investment transactions for the six months ended April 30, 2015 amounted to $142,187, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

AB ALL MARKET REAL RETURN PORTFOLIO  • 43

Notes to Consolidated Financial Statements

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”) at an annual rate of up to .30% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to Class C shares, .50% of the Portfolio’s average daily net assets attributable to Class R shares, .25% of the Portfolio’s average daily net assets attributable to Class K shares and .25% of the Portfolio’s average daily net assets attributable to Class 1 shares. There are no distribution and servicing fees on the Advisor Class, Class I, Class 2 and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amounts of $143,721, $14,051, $19,598 and $2,054,804 for Class C, Class R, Class K and Class 1 shares, respectively. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	101,692,688	$	107,354,730
U.S. government securities		39,478,109		– 0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency, written options and swap transactions) are as follows:

Gross unrealized appreciation	$	23,499,726
Gross unrealized depreciation		(25,235,301	)
Net unrealized depreciation	$	(1,735,575	)

44 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

1. Derivative Financial Instruments

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

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

• Futures

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

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

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

During the six months ended April 30, 2015, the Portfolio held futures for hedging and non-hedging purposes.

AB ALL MARKET REAL RETURN PORTFOLIO  • 45

Notes to Consolidated Financial Statements

• Forward Currency Exchange Contracts

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

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

During the six months ended April 30, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference

46 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

During the six months ended April 30, 2015, the Portfolio held purchased options for hedging purposes.

For the six months ended April 30, 2015, the Portfolio had no transactions in written options.

• Swaps

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

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest

AB ALL MARKET REAL RETURN PORTFOLIO  • 47

Notes to Consolidated Financial Statements

rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the consolidated statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the consolidated statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the consolidated statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the consolidated statement of operations.

Interest Rate Swaps:

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

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

During the six months ended April 30, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of

48 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the six months ended April 30, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the six months ended April 30, 2015, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline

AB ALL MARKET REAL RETURN PORTFOLIO  • 49

Notes to Consolidated Financial Statements

below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At April 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts					Receivable/Payable for variation margin on exchange-traded derivatives	$	518,765	*
Commodity contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	516,902	*	Receivable/Payable for variation margin on exchange-traded derivatives		8,993,285	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		1,788,953		Unrealized depreciation on forward currency exchange contracts		4,520,773
Interest rate contracts					Unrealized depreciation on interest rate swaps		110,326
Interest rate contracts	Unrealized appreciation on inflation swaps		2,335,240		Unrealized depreciation on inflation swaps		65,817
Equity contracts	Unrealized appreciation on total return swaps		4,148,311
Total		$	8,789,406			$	14,208,966

* Only variation margin receivable/payable at period end is reported within the consolidated statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the consolidated portfolio of investments.

50 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

The effect of derivative instruments on the consolidated statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(1,843,641	)	$	192,621
Commodity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(4,172,028	)		(5,195,124	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		10,836,190			(5,492,864	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(863,482	)		836,383
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(13,718,334	)		6,866,458
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(25,446,551	)		2,872,302
Total		$	(35,207,846	)	$	79,776

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended April 30, 2015:

Futures:
Average original value of buy contracts	$	86,718,276
Average original value of sale contracts	$	10,406,766

AB ALL MARKET REAL RETURN PORTFOLIO  • 51

Notes to Consolidated Financial Statements

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	47,327,858
Average principal amount of sale contracts	$	111,784,489
Purchased Options:
Average monthly cost	$	863,482	(a)
Interest Rate Swaps:
Average notional amount	$	3,830,000
Inflation Swaps:
Average notional amount	$	312,683,571
Total Return Swaps:
Average notional amount	$	847,575

^(a)  Positions were open for two months during the period.

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2015:

AB All Market Real Return

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	234,165	$	– 0	–	$	– 0	–	$	– 0	–	$	234,165
Total	$	234,165	$	– 0	–	$	– 0	–	$	– 0	–	$	234,165
OTC Derivatives:
Bank of America, NA	$	186,308	$	(186,308	)	$	– 0	–	$	– 0	–	$	– 0	–
Barclays Bank PLC		990,692		– 0	–		– 0	–		– 0	–		990,692
BNP Paribas SA		28,202		(28,202	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		976,405		(166,741	)		– 0	–		(349,713	)		459,951
Goldman Sachs Bank USA/ Goldman Sachs International		396,431		(30,243	)		– 0	–		– 0	–		366,188
JPMorgan Chase Bank		1,021,816		– 0	–		(875,000	)		– 0	–		146,816
Northern Trust Co.		111,436		– 0	–		– 0	–		– 0	–		111,436
Royal Bank of Scotland PLC		251,913		(251,913	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		3,414		– 0	–		– 0	–		– 0	–		3,414
UBS AG		147,731		(147,731	)		– 0	–		– 0	–		– 0	–
Total	$	4,114,348	$	(811,138	)	$	(875,000	)	$	(349,713	)	$	2,078,497	^

52 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged

Net Amount of Derivatives Liabilities

OTC Derivatives:

Bank of America, NA

$

537,530

$

(186,308

)

$

– 0

–

$

– 0

–

$

351,222

BNP Paribas SA

44,370

(28,202

)

– 0

–

– 0

–

16,168

Citibank

65,817

– 0

–

– 0

–

– 0

–

65,817

Deutsche Bank AG

166,741

(166,741

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA

30,243

(30,243

)

– 0

–

– 0

–

– 0

–

HSBC Bank USA

398,415

– 0

–

– 0

–

– 0

–

398,415

Morgan Stanley & Co., Inc.

969,995

– 0

–

– 0

–

– 0

–

969,995

Royal Bank of Scotland PLC

435,697

(251,913

)

– 0

–

– 0

–

183,784

State Street Bank & Trust Co.

72,871

– 0

–

– 0

–

– 0

–

72,871

UBS AG

1,975,237

(147,731

)

– 0

–

– 0

–

1,827,506

Total

$

4,696,916

$

(811,138

)

$

– 0

–

$

– 0

–

$

3,885,778

^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at April 30, 2015.

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

AllianceBernstein Cayman Inflation Strategy, Ltd.

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received*

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Citibank

$

1,190

$

– 0

–

$

– 0

–

$

– 0

–

$

1,190

Credit Suisse International

1,026,435

– 0

–

(680,000

)

– 0

–

346,435

Goldman Sachs International

1,129,277

– 0

–

(1,129,277

)

– 0

–

– 0

–

JPMorgan Chase Bank

1,992,599

– 0

–

– 0

–

– 0

–

1,992,599

Morgan Stanley & Co., Inc.

8,655

– 0

–

– 0

–

– 0

–

8,655

Total

$

4,158,156

$

– 0

–

$

(1,809,277

)

$

– 0

–

$

2,348,879

^

AB ALL MARKET REAL RETURN PORTFOLIO  • 53

Notes to Consolidated Financial Statements

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	282,261	$	– 0	–	$	(282,261	)	$	– 0	–	$	– 0	–
Total	$	282,261	$	– 0	–	$	(282,261	)	$	– 0	–	$	– 0	–

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at April 30, 2015.

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

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class A
Shares sold		312,355			711,126		$	2,988,265		$	7,769,044
Shares issued in reinvestment of dividends		37,166			46,030			350,845			488,844
Shares redeemed		(817,602	)		(3,924,160	)		(7,850,510	)		(44,056,119	)
Net decrease		(468,081	)		(3,167,004	)	$	(4,511,400	)	$	(35,798,231	)

54 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class C
Shares sold		33,243			66,006		$	310,044		$	733,585
Shares issued in reinvestment of dividends		9,857			4,929			92,556			52,050
Shares redeemed		(173,412	)		(449,168	)		(1,632,281	)		(4,892,133	)
Net decrease		(130,312	)		(378,233	)	$	(1,229,681	)	$	(4,106,498	)
Advisor Class
Shares sold		881,669			3,229,636		$	8,248,148		$	36,855,186
Shares issued in reinvestment of dividends		98,208			65,150			925,118			692,544
Shares redeemed		(2,387,321	)		(3,621,284	)		(22,831,582	)		(39,903,399	)
Net decrease		(1,407,444	)		(326,498	)	$	(13,658,316	)	$	(2,355,669	)
Class R
Shares sold		3,151			16,124		$	29,849		$	168,739
Shares issued in reinvestment of dividends		443			28			4,154			296
Shares redeemed		(3,220	)		(2,285	)		(30,117	)		(24,289	)
Net increase		374			13,867		$	3,886		$	144,746
Class K
Shares sold		25,959			101,455		$	244,538		$	1,094,794
Shares issued in reinvestment of dividends		5,336			2,522			50,051			26,710
Shares redeemed		(32,507	)		(49,545	)		(302,535	)		(530,428	)
Net increase (decrease)		(1,212	)		54,432		$	(7,946	)	$	591,076
Class I
Shares sold		48,089			453,087		$	457,260		$	4,971,354
Shares issued in reinvestment of dividends		48,155			33,483			452,178			354,918
Shares redeemed		(368,149	)		(205,125	)		(3,805,560	)		(2,347,148	)
Net increase (decrease)		(271,905	)		281,445		$	(2,896,122	)	$	2,979,124
Class 1
Shares sold		10,026,444			17,658,838		$	92,851,283		$	192,145,101
Shares issued in reinvestment of dividends		1,118,730			569,369			10,437,747			6,001,142
Shares redeemed		(4,352,184	)		(7,369,828	)		(41,070,285	)		(79,296,240	)
Net increase		6,792,990			10,858,379		$	62,218,745		$	118,850,003

AB ALL MARKET REAL RETURN PORTFOLIO  • 55

Notes to Consolidated Financial Statements

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class Z(a)
Shares sold		22,498			(950	)	$	206,111		$	(10,003	)
Shares redeemed		(1,560	)		– 0	–		(14,678	)		– 0	–
Net increase (decrease)		20,938			(950	)	$	191,433		$	(10,003	)

^(a) Commenced distribution on January 31, 2014.

NOTE F

Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

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

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

Commodity Risk—Investing in commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the consolidated statement of assets and liabilities.

56 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the consolidated statement of operations. The Portfolio did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	9,000,069	$	9,506,294
Total distributions paid	$	9,000,069	$	9,506,294

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	12,575,484
Accumulated capital and other losses		(5,993,250	)(a)
Unrealized appreciation/(depreciation)		(63,558,973	)(b)
Total accumulated earnings/(deficit)	$	(56,976,739	)

^(a)  On October 31, 2014, the Portfolio had a net capital loss carryforward of $5,993,250. During the fiscal year, the Portfolio utilized $8,392,003 of capital loss carryforwards to offset current year net realized gains.

^(b)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps and passive foreign investment companies (PFICs), the tax treatment of Treasury inflation-protected securities, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of earnings from the Subsidiary.

AB ALL MARKET REAL RETURN PORTFOLIO  • 57

Notes to Consolidated Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of October 31, 2014, the Portfolio had a net capital loss carryforward of $5,993,250 which will expire in 2019.

NOTE I

Subsequent Events

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

58 •  AB ALL MARKET REAL RETURN PORTFOLIO

Notes to Consolidated Financial Statements

CONSOLIDATED FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.52			$  11.04			$  11.33			$  11.05			$  11.25			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.00	)(d)		.12			.10			.11			.16			.04
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.77	)		(.50	)		(.13	)		.25			(.01	)		1.21
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.77	)		(.38	)		(.03	)		.36			.15			1.25
Less: Dividends
Dividends from net investment income		(.19	)		(.14	)		(.26	)		(.08	)		(.35	)		– 0	–
Net asset value, end of period		$    9.56			$  10.52			$  11.04			$  11.33			$  11.05			$  11.25
Total Return
Total investment return based on net asset value(e)		(7.20	)%		(3.45	)%		(.27	)%		3.36	%		1.32	%		12.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$21,367			$28,434			$64,800			$67,989			$70,081			$1,123
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.30	%^		1.23	%		1.05	%		1.05	%		1.05	%		1.05	%^+
Expenses, before waivers/reimbursements		1.32	%^		1.30	%		1.34	%		1.28	%		1.61	%		7.68	%^+
Net investment income (loss)(c)		(.04	)%^		1.03	%		.86	%		1.02	%		1.44	%		.80	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

AB ALL MARKET REAL RETURN PORTFOLIO  • 59

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.40			$  10.90			$  11.18			$  10.93			$  11.19			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.03	)		.04			.02			.03			.08			.04
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.75	)		(.49	)		(.12	)		.25			(.01	)		1.15
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.78	)		(.45	)		(.10	)		.28			.07			1.19
Less: Dividends
Dividends from net investment income		(.13	)		(.05	)		(.18	)		(.03	)		(.33	)		– 0	–
Net asset value, end of period		$    9.49			$  10.40			$  10.90			$  11.18			$  10.93			$  11.19
Total Return
Total investment return based on net asset value(e)		(7.52	)%		(4.13	)%		(.92	)%		2.58	%		.61	%		11.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,541			$8,531			$13,063			$15,974			$17,414			$280
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		2.00	%^		1.93	%		1.75	%		1.75	%		1.75	%		1.75	%^+
Expenses, before waivers/reimbursements		2.03	%^		2.02	%		2.04	%		1.99	%		2.31	%		11.21	%^+
Net investment income (loss)(c)		(.73	)%^		.34	%		.16	%		.32	%		.73	%		.65	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

60 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.56			$  11.09			$  11.37			$  11.08			$  11.26			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.02			.15			.13			.15			.19			.08
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.78	)		(.50	)		(.12	)		.25			(.01	)		1.18
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.76	)		(.35	)		.01			.40			.18			1.26
Less: Dividends
Dividends from net investment income		(.25	)		(.18	)		(.29	)		(.11	)		(.36	)		– 0	–
Net asset value, end of period		$    9.55			$  10.56			$  11.09			$  11.37			$  11.08			$  11.26
Total Return
Total investment return based on net asset value(e)		(7.05	)%		(3.20	)%		.12	%		3.69	%		1.55	%		12.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$39,371			$58,399			$64,911			$72,529			$50,795			$963
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.00	%^		.94	%		.75	%		.75	%		.75	%		.75	%^+
Expenses, before waivers/reimbursements		1.02	%^		1.02	%		1.04	%		.99	%		1.29	%		8.89	%^+
Net investment income(c)		.32	%^		1.33	%		1.18	%		1.33	%		1.69	%		1.46	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

AB ALL MARKET REAL RETURN PORTFOLIO  • 61

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.51			$  11.04			$  11.32			$  11.02			$  11.23			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.01	)		.15			.08			.09			.16			.10
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.76	)		(.55	)		(.13	)		.26			(.04	)		1.13
Contributions from Affiliates		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.77	)		(.40	)		(.05	)		.35			.12			1.23
Less: Dividends
Dividends from net investment income		(.25	)		(.13	)		(.23	)		(.05	)		(.33	)		– 0	–
Net asset value, end of period		$    9.49			$  10.51			$  11.04			$  11.32			$  11.02			$  11.23
Total Return
Total investment return based on net asset value(e)		(7.31	)%		(3.66	)%		(.47	)%		3.20	%		1.03	%		12.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$168			$182			$38			$17			$11			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.50	%^		1.44	%		1.25	%		1.25	%		1.25	%		1.25	%^+
Expenses, before waivers/reimbursements		1.62	%^		1.55	%		1.65	%		1.64	%		2.87	%		8.66	%^+
Net investment income (loss)(c)		(.24	)%^		1.36	%		.76	%		.82	%		1.39	%		1.50	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

62 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.50			$  11.03			$  11.32			$  11.05			$  11.25			$  10.00
Income From Investment Operations
Net investment income(b)(c)		– 0	–		.12			.10			.10			.15			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.76	)		(.49	)		(.12	)		.27			– 0	–		1.13
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.76	)		(.37	)		(.02	)		.37			.15			1.25
Less: Dividends
Dividends from net investment income		(.24	)		(.16	)		(.27	)		(.10	)		(.35	)		– 0	–
Net asset value, end of period		$    9.50			$  10.50			$  11.03			$  11.32			$  11.05			$  11.25
Total Return
Total investment return based on net asset value(e)		(7.23	)%		(3.39	)%		(.19	)%		3.43	%		1.33	%		12.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,955			$2,174			$1,684			$1,286			$128			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.25	%^		1.19	%		1.00	%		1.00	%		1.00	%		1.00	%^+
Expenses, before waivers/reimbursements		1.32	%^		1.24	%		1.33	%		1.35	%		1.91	%		8.39	%^+
Net investment income(c)		.01	%^		1.10	%		.95	%		.89	%		1.38	%		1.76	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

AB ALL MARKET REAL RETURN PORTFOLIO  • 63

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.54			$  11.07			$  11.36			$  11.07			$  11.27			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.02			.15			.13			.14			.15			.13
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.77	)		(.49	)		(.13	)		.26			.02	†		1.14
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.75	)		(.34	)		– 0	–		.40			.17			1.27
Less: Dividends
Dividends from net investment income		(.27	)		(.19	)		(.29	)		(.11	)		(.37	)		– 0	–
Net asset value, end of period		$    9.52			$  10.54			$  11.07			$  11.36			$  11.07			$  11.27
Total Return
Total investment return based on net asset value(e)		(7.12	)%		(3.09	)%		.04	%		3.69	%		1.53	%		12.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16,687			$21,341			$19,303			$18,790			$15,850			$11
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements		.97	%^		.91	%		.75	%		.75	%		.75	%		.75	%^+
Expenses, before waivers/reimbursements		.98	%^		.91	%		.97	%		.98	%		1.38	%		8.11	%^+
Net investment income(c)		.33	%^		1.37	%		1.17	%		1.32	%		1.42	%		1.99	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

64 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 1
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.46			$  11.00			$  11.29			$  11.01			$  11.25			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.01			.13			.10			.12			.15			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.77	)		(.50	)		(.12	)		.25			(.01	)		1.13
Contributions from Affiliates		.00	(d)		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.76	)		(.37	)		(.02	)		.37			.14			1.25
Less: Dividends
Dividends from net investment income		(.24	)		(.17	)		(.27	)		(.09	)		(.38	)		– 0	–
Net asset value, end of period		$    9.46			$  10.46			$  11.00			$  11.29			$  11.01			$  11.25
Total Return
Total investment return based on net asset value(e)		(7.19	)%		(3.35	)%		(.19	)%		3.47	%		1.25	%		12.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$528,700			$513,633			$420,593			$221,971			$182,720			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.15	%^		1.14	%		1.00	%		1.00	%		1.00	%		1.00	%^+
Expenses, before waivers/reimbursements		1.15	%^		1.14	%		1.16	%		1.21	%		1.47	%		8.39	%^+
Net investment income(c)		.12	%^		1.16	%		.95	%		1.07	%		1.40	%		1.78	%^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

AB ALL MARKET REAL RETURN PORTFOLIO  • 65

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 2
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												March 8, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.68			$  11.19			$  11.48			$  11.07			$  11.27			$  10.00
Income From Investment Operations
Net investment income(b)		.02			.15	(c)		.13	(c)		.15	(c)		.14	(c)		.13	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.78	)		(.50	)		(.12	)		.26			.03	†		1.14
Contributions from Affiliates		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.76	)		(.35	)		.01			.41			.17			1.27
Less: Dividends
Dividends from net investment income		(.27	)		(.16	)		(.30	)		– 0	–		(.37	)		– 0	–
Net asset value, end of period		$    9.65			$  10.68			$  11.19			$  11.48			$  11.07			$  11.27
Total Return
Total investment return based on net asset value(e)		(7.08	)%		(3.12	)%		.05	%		3.70	%		1.50	%		12.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$11			$11			$11			$11			$11,187
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.90	%^		.89	%		.75	%		.75	%		.75	%		.75	%^+
Expenses, before waivers/reimbursements		.90	%^		.89	%		1.93	%		.96	%		3.72	%		8.14	%^+
Net investment income		.36	%^		1.36	%(c)		1.16	%(c)		1.32	%(c)		1.19	%(c)		2.01	%(c)^+
Portfolio turnover rate		18	%		73	%		54	%		118	%		120	%		42	%

See footnote summary on page 67.

66 •  AB ALL MARKET REAL RETURN PORTFOLIO

Consolidated Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	Six Months Ended April 30, 2015 (unaudited)			January 31, 2014(f) to October 31, 2014
Net asset value, beginning of period		$  10.55			$  10.53
Income From Investment Operations
Net investment income(b)		.01	(c)		.13
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.77	)		(.11	)
Contributions from Affiliates		– 0	–		.00	(d)
Net increase (decrease) in net asset value from operations		(.76	)		.02
Less: Dividends
Dividends from net investment income		(.27	)		– 0	–
Net asset value, end of period		$    9.52			$  10.55
Total Return
Total investment return based on net asset value(e)		(7.09	)%		.19	%
Ratios/Supplemental Data
Net assets, end of period (000”s omitted)		$216			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^		.91	%		.88	%
Expenses, before waivers/reimbursements^		.92	%		.88	%
Net investment income^		.18	%(c)		1.59	%
Portfolio turnover rate		18	%		73	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Amount is less than $.005.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(f) Commencement of distribution.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

† Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to consolidated financial statements.

AB ALL MARKET REAL RETURN PORTFOLIO  • 67

Consolidated Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Daniel J. Loewy⁽²⁾, Vice President Jonathan E. Ruff⁽²⁾, Vice President Vadim Zlotnikov⁽²⁾, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public
Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s All Market Real Return Portfolio Team. Messrs. Loewy, Ruff and Zlotnikov are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

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Board of Directors

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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AB All Market Real Return Portfolio (formerly named AllianceBernstein Real Asset Strategy) (the “Portfolio”) at a meeting held on November 3-6, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment

AB ALL MARKET REAL RETURN PORTFOLIO  • 69

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in

70 •  AB ALL MARKET REAL RETURN PORTFOLIO

respect of certain classes of the Portfolio’s shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to certain brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broad array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World Commodity Producers Index (the “MSCI Index”) and the Real Asset Strategy Benchmark (composed of equal weightings of the MSCI Index, the Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts Global Index and the Dow Jones-UBS Commodity Index), in each case for the 1- and 3-year periods ended July 31, 2014 and (in the case of comparisons with the benchmarks) the period since inception (March 2010 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3-year period. The Portfolio outperformed the benchmarks in all periods except that it lagged the MSCI Index in the 1-year period. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 1.1 basis points impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

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

AB ALL MARKET REAL RETURN PORTFOLIO  • 71

the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at the same rate and that the institutional fee schedule had breakpoints. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising another registered investment company with a similar investment style.

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

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”), subject to restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it may use ETFs when they represent the most cost-effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

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

72 •  AB ALL MARKET REAL RETURN PORTFOLIO

The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio does not contain breakpoints and that they had discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

AB ALL MARKET REAL RETURN PORTFOLIO  • 73

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of

1 The Senior Officer’s fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

2 Future references to the Fund or the Strategy do not include “AllianceBernstein.”

74 •  AB ALL MARKET REAL RETURN PORTFOLIO

Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Strategy	Net Assets 9/30/14 ($MM)		Advisory Fee Schedule Based on the Average Daily Net Assets of the Portfolio
Real Asset Strategy	$	639.1	0.75% (flat fee)

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Strategy. During the Strategy’s fiscal year ended October 31, 2013, the Adviser received $52,467 (0.011% of the Strategy’s average daily net assets) for such services.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Strategy for that portion of the Strategy’s total operating expenses to the degree necessary to limit the Strategy’s expense ratios to the amounts set forth below for the Strategy’s current fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Strategy’s prospectus update. In addition, set forth below are the Strategy’s gross expense ratios for the most recent semi-annual period:⁴

Strategy	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio5			Fiscal Year End
Real Asset Strategy6,7,8	Advisor	1.00	%		0.99	%	October 31
	Class A	1.30	%		1.29	%	(ratio as of April 30, 2014)
	Class C	2.00	%		1.99	%
	Class R	1.50	%		1.63	%
	Class K	1.25	%		1.30	%
	Class I	1.00	%		0.91	%
	Class Z9	1.00	%		0.84	%
	Class 1	1.25	%		0.89	%
	Class 2	1.00	%		0.89	%

3 Jones v. Harris at 1427.

4 Semi-annual total expense ratios are unaudited.

5 Annualized.

6 Prior to February 1, 2014, the Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis.

7 The Strategy’s net expense ratios for the most recent semi-annual period (four month period for Class Z shares) are 0.87%, 1.17%, 1.87%, 1.37%, 1.12%, 0.88%, 0.84%, 1.13%, 0.89% for Advisor Class, Class A, ClassC, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares, respectively.

8 The Strategy’s current fiscal percentage of net assets allocated to ETFs is 0.30%. The Strategy’s acquired funds expense ratio related to such ETF holdings is 0.001%.

9 The Strategy’s expense ratio for Class Z shares is for the period since inception of the share class, January 1, 2014 through April 30, 2014.

AB ALL MARKET REAL RETURN PORTFOLIO  • 75

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategy.¹⁰ In addition to the AllianceBernstein

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

76 •  AB ALL MARKET REAL RETURN PORTFOLIO

Institutional fee schedule, set forth below is what would have been the effective advisory fee for the Strategy had the AllianceBernstein Institutional fee schedule been applicable to the Strategy versus the Strategy’s advisory fees based on September 30, 2014 net assets:¹¹

Strategy	Net Assets 09/30/14 ($MM)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Strategy Advisory Fee
Real Asset Strategy	$639.1	Real Asset Strategy Schedule 0.75% on 1st $150 million 0.60% on next $150 million 0.50% on the balance Minimum acct size: $150 million		0.582%		0.750%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for Real Asset Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Strategy:

Strategy	Luxembourg Fund	Fee12
Real Asset Strategy	Real Asset Portfolio
	Class A	1.55%
	Class I (Institutional)	0.75%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fee for the sub-advisory relationship that has a somewhat similar investment style as the Strategy. Also shown are the Strategy’s advisory fee and what would have been the effective advisory fee of the Strategy had the fee schedule of the sub-advisory relationship been applicable to the Strategy based on September 30, 2014 net assets:

Strategy	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-Advised Management Fund Effective Fee		Strategy Advisory Fee
Real Asset Strategy	Client #1	0.35% on first $250 million 0.25% on first $250 million 0.23% thereafter		0.285%		0.750%

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

12 Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, while Class I shares, whose fee is for investment advisory services only.

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It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Strategy by the Adviser.

While it appears that the sub-advisory relationship is paying a lower fee than the Strategy, it is difficult to evaluate the relevance of such fees due to the differences in the services provided, risks involved and other competitive factors between the Strategy and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is provided all the services, not just investment management service generally required by a registered investment company.

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Strategy with fees charged to other investment companies for similar services offered by other investment advisers.¹³ Lipper’s analysis included the comparison of the Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)¹⁴ and the Strategy’s contractual management fee ranking.¹⁵

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

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

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

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

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Strategy	Contractual Management Fee (%)		Lipper Expense Group Median (%)		Rank
Real Asset Strategy		0.750		0.877		4/16

Lipper also compared the Strategy’s total expense ratio to the medians of the Strategy’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Strategy.¹⁶

Strategy	Expense Ratio (%)		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Real Asset Strategy		1.050		1.307		2/16		1.269		8/49

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

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

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

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

The profitability information for the Strategy, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the independent consultant. The Adviser’s profitability from providing investment advisory services to the Strategy increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Strategy, certain of the Adviser’s affiliates have business relationships with the Strategy and may earn a profit from providing other services to the Strategy. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategy and the Adviser. Neither case law nor common

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

AB ALL MARKET REAL RETURN PORTFOLIO  • 79

business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Strategy and receive transfer agent fees, front-end sales loads, Rule 12b-1 payments, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. During the Strategy’s most recently completed fiscal year, ABI received from the Strategy $4,924, $1,137,425 and $6,807 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹⁷

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Strategy’s principal underwriter. ABI and the Adviser have disclosed in the Strategy’s prospectus that they may make revenue sharing payments from their own resources, in addition to revenues derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Strategy. In 2013, ABI paid approximately 0.05% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategy, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Strategy’s most recently completed fiscal year, ABIS received $1,541,078 in fees from the Strategy.

The Strategy effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Strategy’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Strategy is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto to any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s research expense and increase its profitability.

17 As a result of discussions between the Board and the Adviser, ABI is planning to phase into reductions of the Strategy’s Class A shares Rule 12b-1 fee payment rate from 0.30% to 0.25% effective on February 1, 2016.

80 •  AB ALL MARKET REAL RETURN PORTFOLIO

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁸ study on advisory fees and various fund characteristics.¹⁹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the

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

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

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

AB ALL MARKET REAL RETURN PORTFOLIO  • 81

variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategy.

The information below shows the 1 and 3 year performance returns and rankings of the Strategy²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended July 31, 2014.²³

Strategy	Strategy Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
Real Asset Strategy
1 year		10.78		9.27		9.18	5/16	27/93
3 year		0.40		5.73		6.27	11/13	55/60

21 The performance returns and rankings are for the Class A shares of the Strategy. The performance returns of the Strategy were provided Lipper.

22 The Strategy’s PG is identical to the Strategy’s EG. The Strategy’s PU is not identical to the Strategy’s EU as the criteria for including/excluding a strategy in/from a PU are somewhat different from that of an EU.

23 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Strategy even if the Strategy may have had a different investment classification/objective at different points in time.

82 •  AB ALL MARKET REAL RETURN PORTFOLIO

Set forth below are the 1, 3 year and since inception net performance returns of the Strategy (in bold)²⁴ versus its benchmark.²⁵ Strategy and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending July 31, 2014 Annualized Performance
							Annualized
	1 Year (%)		3 Year (%)		Since Inception (%)		Volatility (%)		Sharpe (%)		Risk Period (Year)
Real Asset Strategy		10.78		0.40		5.20		14.47		0.09		3
MSCI AC World Commodity Producers Index		16.98		-0.98		3.00		15.25		0.08		3
Real Asset Strategy Benchmark		10.23		0.09		4.63
Inception Date: March 8, 2010

CONCLUSION:

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

Dated: November 18, 2014

24 The performance returns and risk measures shown in the table are for the Class A shares of the Strategy.

25 The Adviser provided Strategy and benchmark performance return information for the periods through July 31, 2014.

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

AB ALL MARKET REAL RETURN PORTFOLIO  • 83

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

84 •  AB ALL MARKET REAL RETURN PORTFOLIO

AB Family of Funds

AB ALL MARKET REAL RETURN PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

AMRR-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB BOND INFLATION STRATEGY

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 18, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Bond Inflation Strategy (the “Strategy”) for the semi-annual reporting period ended April 30, 2015. Effective January 20, 2015, the Strategy’s name changed from AllianceBernstein Bond Inflation Strategy to AB Bond Inflation Strategy.

Investment Objectives and Policies

The Strategy seeks to maximize real return without assuming what AllianceBernstein L.P. (the “Adviser”) considers to be undue risk. Real return is the rate of return after adjusting for inflation. The Strategy pursues its objective by investing principally in inflation-indexed securities (such as Treasury Inflation-Protected Securities (“TIPS”), or inflation-indexed securities from issuers other than the U.S. Treasury) or by gaining inflation protection through derivatives transactions, such as inflation (“CPI”) swaps or total return swaps linked to TIPS. In deciding whether to purchase inflation-indexed securities or use inflation-linked derivatives transactions, the Adviser will consider the relative costs and efficiency of each method. In addition, in seeking to maximize real return, the Strategy may invest in other fixed-income investments such as U.S. and non-U.S. government securities, corporate fixed-income securities and mortgage-related securities, as well as derivatives linked to such securities. Under normal circumstances, the Strategy invests at least 80% of its net assets in fixed-income securities. While the Strategy expects to invest principally in

investment-grade securities, it may invest up to 15% of its total assets in fixed-income securities rated BB or B or the equivalent by at least one national rating agency (or deemed by the Adviser to be of comparable credit quality), which are not investment-grade (“junk bonds”).

Inflation-indexed securities are fixed-income securities structured to provide protection against inflation. Their principal value and/or the interest paid on them are adjusted to reflect official inflation measures. The inflation measure for TIPS is the Consumer Price Index for Urban Consumers. The Strategy may also invest in other inflation-indexed securities, issued by both U.S. and non-U.S. issuers, and in derivative instruments linked to these securities.

The Strategy may invest in derivatives, such as options, futures, forwards, or swaps. The Strategy intends to use leverage for investment purposes. To do this, the Strategy expects to enter into (i) reverse repurchase agreement transactions and use the cash made available from these transactions to make additional investments in fixed-income securities in accordance with the Strategy’s investment policies and (ii) total return swaps. In determining when and to what extent to employ leverage or enter into derivatives transactions, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the costs of such transactions. The Adviser will consider the impact of reverse repurchase agreements, swaps and other derivatives in

AB BOND INFLATION STRATEGY  • 1

making its assessments of the Strategy’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.

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

The Strategy may also invest in loan participations, structured securities, asset-backed securities, variable, floating, and inverse floating-rate instruments, and preferred stock, and may use other investment techniques. The Strategy may invest in fixed-income securities of any maturity and duration. If the rating of a fixed-income security falls below investment-grade, the Strategy will not be obligated to sell the security and may continue to hold it if, in the Adviser’s opinion, the investment is appropriate under the circumstances.

Investment Results

The table on page 6 shows the Strategy’s performance compared to its benchmark, the Barclays 1-10 Year TIPS Index, and to the Lipper TIPS Fund Average (the “Lipper Average”) for the six- and 12-month periods ended April 30, 2015. Funds in the Lipper Average have generally similar

investment objectives to the Strategy, although some of the funds may have different investment policies and sales and management fees and fund expenses. The inception date for Class Z shares was December 11, 2014; due to limited performance history, there is no discussion of comparison to the benchmark and Lipper Average for this share class.

For the six-month period, all share classes underperformed the benchmark, except for Class I shares, which performed in-line with the benchmark; all share classes outperformed the Lipper Average except for Class C, Class R and Class K shares. For the 12-month period, all share classes of the Strategy underperformed the benchmark except for Advisor Class and Class I shares; Class 2 performed in-line with the benchmark. All share classes underperformed the Lipper Average.

During the six-month period, longer-maturity TIPS outperformed shorter-maturity TIPS, with longer-maturity TIPS yields falling more than shorter-maturity TIPS yields. For the 12-month period, longer-maturity TIPS again outperformed shorter-maturity TIPS. A significant drop in oil prices also dampened inflation expectations, more so for the 12-month period as oil prices somewhat stabilized in the first quarter of 2015. Currency positioning was a notable contributor to returns for both periods, specifically the Strategy’s long U.S. dollar position against its short euro, yen and Australian dollar positions. For the 12-month period, sector allocation contributed to relative

2 •  AB BOND INFLATION STRATEGY

returns versus the benchmark, specifically exposure to non-Treasury sectors including investment-grade corporates, and commercial mortgage-backed and asset-backed securities. Slightly longer-duration positioning contributed to returns for both periods.

During both periods, the Strategy utilized derivatives including currency forwards to manage active currency positions. Credit default swaps were utilized for hedging and investment purposes, which had an immaterial impact on performance during both periods, in absolute terms. Treasury futures, and interest rate and CPI swaps, were utilized to manage duration, inflation protection, country exposure and yield curve positioning of the Strategy.

Market Review and Investment Strategy

Bond markets were volatile for both periods, as growth trends and monetary policies in the world’s biggest economies headed in different directions. Despite the best efforts of policymakers, inflation continued to

fall throughout the developed world, reaching especially worrisome levels in Europe and Japan. In the fourth quarter of 2014, a sharp decline in oil prices put pressure on credit and emerging market debt, and complicated efforts to boost inflation in Europe and Japan. Oil prices stabilized later in the first quarter of 2015 but remained well below where they were a year ago.

These dynamics helped push developed-market government bond yields lower. Even the 10-year U.S. Treasury yield approached a two-year low, despite expectations that the U.S. Federal Reserve would begin raising official rates later this year. In other markets, including many in Europe where the European Central Bank has implemented its quantitative easing program, some yields were in negative territory. However, in April 2015 global 10-year maturity yields started to rise. After struggling late last year, credit markets rebounded modestly in the first quarter of 2015, and most credit sectors outperformed government debt.

AB BOND INFLATION STRATEGY  • 3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays 1-10 Year TIPS Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays 1-10 Year TIPS Index represents the performance of inflation-protected securities issued by the U.S. Treasury. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Strategy.

A Word About Risk

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

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Strategy may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Strategy’s assets can decline as can the value of the Strategy’s distributions. This risk is significantly greater for fixed-income securities with longer maturities. Although the Strategy invests principally in inflation-indexed securities, the value of its securities may be vulnerable to changes in expectations of inflation or interest rates.

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

Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers.

These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

(Disclosures, Risks and Note about Historical Performance continued on next page)

4 •  AB BOND INFLATION STRATEGY

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

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

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

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

Management Risk: The Strategy is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Strategy will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abglobal.com. For Class 1 shares, click on “Private Clients”, then “Investments”, then “Stocks” or “Bonds”, then “Mutual Fund Performance at a Glance”.

All fees and expenses related to the operation of the Strategy have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Strategy’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; a 1% 1-year contingent deferred sales charge for Class C shares. Class 1 and Class 2 shares do not carry sales charges. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB BOND INFLATION STRATEGY  • 5

Disclosures and Risks

HISTORICAL PERFORMANCE

THE STRATEGY VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months			12 Months
AB Bond Inflation Strategy
Class 1*		0.49%			0.92%
Class 2*		0.51%			0.97%
Class A		0.42%			0.71%
Class C		0.02%			-0.02%
Advisor Class†		0.56%			1.06%
Class R†		0.19%			0.48%
Class K†		0.34%			0.74%
Class I†		0.60%			1.05%
Class Z†		1.51%	‡		—
Barclays 1-10 Year TIPS Index		0.60%			0.97%
Lipper TIPS Fund Average		0.40%			1.10%
*    Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements. †     Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. ‡     Since inception on December 11, 2014.

See Disclosures, Risks and Note about Historical Performance on page 4-5.

(Historical Performance continued on next page)

6 •  AB BOND INFLATION STRATEGY

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*
Class 1 Shares†								-0.23	%
1 Year		0.92	%		0.92	%
5 Years		2.95	%		2.95	%
Since Inception‡		3.12	%		3.12	%
Class 2 Shares†								-0.12	%
1 Year		0.97	%		0.97	%
5 Years		3.03	%		3.03	%
Since Inception‡		3.20	%		3.20	%
Class A Shares								-0.72	%
1 Year		0.71	%		-3.54	%
5 Years		2.74	%		1.85	%
Since Inception‡		2.90	%		2.06	%
Class C Shares								-1.46	%
1 Year		-0.02	%		-1.01	%
5 Years		2.02	%		2.02	%
Since Inception‡		2.16	%		2.16	%
Advisor Class Shares^								-0.46	%
1 Year		1.06	%		1.06	%
5 Years		3.03	%		3.03	%
Since Inception‡		3.20	%		3.20	%
Class R Shares^								-0.81	%
1 Year		0.48	%		0.48	%
5 Years		2.52	%		2.52	%
Since Inception‡		2.69	%		2.69	%
Class K Shares^								-0.40	%
1 Year		0.74	%		0.74	%
5 Years		2.77	%		2.77	%
Since Inception‡		2.94	%		2.94	%
Class I Shares^								-0.16	%
1 Year		1.05	%		1.05	%
5 Years		3.05	%		3.05	%
Since Inception‡		3.22	%		3.22	%
Class Z Shares^								-0.08	%
Since Inception‡		1.51	%		1.51	%

See Disclosures, Risks and Note about Historical Performance on page 4-5.

(Historical Performance and footnotes continued on next page)

AB BOND INFLATION STRATEGY  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

The Strategy’s prospectus fee table shows the Strategy’s total annual operating expense ratios as 0.77%, 0.67%, 1.15%, 1.86%, 0.86%, 1.40%, 1.07%, 0.69% and 0.68% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Strategy’s annual operating expenses (exclusive of interest expense) to 0.60%, 0.50%, 0.80%, 1.50%, 0.50%, 1.00%, 0.75%, 0.50% and 0.50% for Class 1, Class 2, Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* SEC yields are calculated based on SEC guidelines for the 30-day period ended April 30, 2015.

^†  Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements. These share classes do not carry front-end sales charges, therefore their respective NAV and SEC returns are the same.

^‡  Inception date for all share classes excluding Class Z: 1/26/2010; 12/11/2014 for Class Z shares.

^{^}  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on page 4-5.

(Historical Performance continued on next page)

8 •  AB BOND INFLATION STRATEGY

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Return (reflects applicable sales charges)
Class 1 Shares†
1 Year		1.28	%
5 Years		3.14	%
Since Inception‡		3.02	%
Class 2 Shares†
1 Year		1.36	%
5 Years		3.23	%
Since Inception‡		3.10	%
Class A Shares
1 Year		-3.29	%
5 Years		2.01	%
Since Inception‡		1.92	%
Class C Shares
1 Year		-0.65	%
5 Years		2.20	%
Since Inception‡		2.07	%
Advisor Class Shares^
1 Year		1.29	%
5 Years		3.21	%
Since Inception‡		3.08	%
Class R Shares^
1 Year		0.84	%
5 Years		2.70	%
Since Inception‡		2.59	%
Class K Shares^
1 Year		1.08	%
5 Years		2.96	%
Since Inception‡		2.84	%
Class I Shares^
1 Year		1.33	%
5 Years		3.22	%
Since Inception‡		3.10	%
Class Z Shares^
Since Inception‡		0.76	%

See Disclosures, Risks and Note about Historical Performance on page 4-5.

(Historical Performance and footnotes continued on next page)

AB BOND INFLATION STRATEGY  • 9

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

^†  Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements.

^‡  Inception date for all share classes excluding Class Z: 1/26/2010; 12/11/2014 for Class Z shares.

^{^}  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on page 4-5.

10 •  AB BOND INFLATION STRATEGY

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,004.20	$	4.27		0.86	%
Hypothetical**	$	1,000	$	1,020.53	$	4.31		0.86	%
Class C
Actual	$	1,000	$	1,000.20	$	7.74		1.56	%
Hypothetical**	$	1,000	$	1,017.06	$	7.80		1.56	%
Advisor Class
Actual	$	1,000	$	1,005.60	$	2.78		0.56	%
Hypothetical**	$	1,000	$	1,022.02	$	2.81		0.56	%
Class R
Actual	$	1,000	$	1,001.90	$	5.26		1.06	%
Hypothetical**	$	1,000	$	1,019.54	$	5.31		1.06	%
Class K
Actual	$	1,000	$	1,003.40	$	4.02		0.81	%
Hypothetical**	$	1,000	$	1,020.78	$	4.06		0.81	%
Class I
Actual	$	1,000	$	1,006.00	$	2.79		0.56	%
Hypothetical**	$	1,000	$	1,022.02	$	2.81		0.56	%

AB BOND INFLATION STRATEGY  • 11

Expense Example

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*			Annualized Expense Ratio*
Class 1
Actual	$	1,000	$	1,004.90	$	3.28			0.66	%
Hypothetical**	$	1,000	$	1,021.52	$	3.31			0.66	%
Class 2
Actual	$	1,000	$	1,005.10	$	2.78			0.56	%
Hypothetical**	$	1,000	$	1,022.02	$	2.81			0.56	%
Class Z
Actual	$	1,000	$	1,015.10	$	2.22	***		0.57	%***
Hypothetical**	$	1,000	$	1,021.97	$	2.86	***		0.57	%***

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

*** Actual Expense paid are based on the period from December 11, 2014 (commencement of distribution) and are equal to the Class’s annualized expense ratio, multiplied by 141/365 (to reflect the since inception period). Hypothetical expenses are equal to the Class’s annualized ratio, multiplied by the average account value of the period, multiplied by 181/365 (to reflect the one-half year period).

12 •  AB BOND INFLATION STRATEGY

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $356.3

Total Investments ($mil): $508.8

INFLATION PROTECTION BREAKDOWN*
U.S. Inflation-Protected Exposure	101.2	%
Non-U.S.	0.0	%
Non-Inflation Exposure	(1.2	)%
	100.0	%

SECTOR BREAKDOWN OF NET PORTFOLIO ASSETS, EXCLUDING TREASURY SECURITIES, TIPS, INTEREST RATE DERIVATIVES AND NET CASH EQUIVALENTS*
Corporates – Investment Grade	12.0	%
Asset-Backed Securities	9.1	%
Commercial Mortgage-Backed Securities	9.1	%
Collateralized Mortgage Obligations	1.4	%
Corporates – Non-Investment Grade	1.0	%
Governments – Sovereign Agencies	0.7	%
Quasi-Sovereigns	0.4	%
Governments – Sovereign Bonds	0.2	%
Emerging Markets – Corporate Bonds	0.2	%
Common Stocks	0.1	%

SECTOR BREAKDOWN OF TOTAL PORTFOLIO INVESTMENT, EXCLUDING DERIVATIVES†
Inflation-Linked Securities	66.5	%
Corporates – Investment Grade	11.1	%
Asset-Backed Securities	6.4	%
Commercial Mortgage-Backed Securities	6.4	%
Corporates – Non-Investment Grade	2.2	%
Collateralized Mortgage Obligations	1.0	%
Governments – Sovereign Agencies	0.5	%
Governments – Treasuries	0.3	%
Quasi-Sovereigns	0.3	%
Governments – Sovereign Bonds	0.1	%
Emerging Markets – Corporate Bonds	0.1	%
Common Stocks	0.1	%
Short-Term	5.0	%

* All data are as of April 30, 2015. The Strategy’s sector and inflation protection exposure breakdowns are expressed as an approximate percentage of the Strategy’s net assets (and may vary over time) inclusive of derivative exposure except as noted, based on the Adviser’s internal classification.

^†  The Strategy’s sector breakdown is expressed, based on the Adviser’s internal classification, as a percentage of total investments and may vary over time. The Strategy also enters into derivative transactions (not reflected in the table), which may be used for hedging or investment purposes or to adjust the risk profile or exposures of the Strategy (see “Portfolio of investments” section of the report for additional details). Derivative transactions may result in a form of leverage for the Strategy. The Strategy uses leverage for investment purposes by entering into reverse repurchase agreements. As a result, the Strategy’s total investments will generally exceed its net assets.

AB BOND INFLATION STRATEGY  • 13

Portfolio Summary

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

		Principal Amount (000)		U.S. $ Value
INFLATION-LINKED SECURITIES – 95.0%
United States – 95.0%
U.S. Treasury Inflation Index 0.125%, 4/15/17 (TIPS)(a)(b)	U.S.$		26,138	$	26,695,958
0.125%, 4/15/18-1/15/23 (TIPS)(b)			84,365		86,018,313
0.125%, 4/15/20-7/15/24 (TIPS)			83,159		84,294,006
0.25%, 1/15/25 (TIPS)(b)			29,466		29,843,716
0.375%, 7/15/23 (TIPS)			19,606		20,195,364
0.625%, 7/15/21-1/15/24 (TIPS)			37,153		38,997,274
1.125%, 1/15/21 (TIPS)			6,571		7,070,211
1.25%, 7/15/20 (TIPS)(b)			21,030		22,871,474
1.375%, 1/15/20 (TIPS)			8,050		8,724,925
1.625%, 1/15/18 (TIPS)			10,612		11,330,102
1.875%, 7/15/19 (TIPS)			2,329		2,573,291
Total Inflation-Linked Securities (cost $334,291,958)					338,614,634
CORPORATES - INVESTMENT GRADE – 15.9%
Industrial – 10.3%
Basic – 1.7%
Barrick Gold Corp. 4.10%, 5/01/23			147		145,070
Basell Finance Co. BV 8.10%, 3/15/27(c)			205		279,168
Cia Minera Milpo SAA 4.625%, 3/28/23(c)			412		425,290
Dow Chemical Co. (The) 8.55%, 5/15/19			67		83,187
Eastman Chemical Co. 3.80%, 3/15/25			300		309,373
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.50%, 11/15/20			124		131,744
Glencore Funding LLC 3.125%, 4/29/19(c)			1,720		1,752,164
International Paper Co. 4.75%, 2/15/22			800		882,141
LyondellBasell Industries NV 5.75%, 4/15/24			405		476,269
Minsur SA 6.25%, 2/07/24(c)			869		961,100
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(c)			393		357,630
Teck Resources Ltd. 4.50%, 1/15/21			233		239,135
					6,042,271

14 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Capital Goods – 0.3%
Odebrecht Finance Ltd. 5.25%, 6/27/29(c)	U.S.$		426	$	366,360
Yamana Gold, Inc. 4.95%, 7/15/24			853		853,200
					1,219,560
Communications - Media – 1.7%
21st Century Fox America, Inc. 3.00%, 9/15/22			1,095		1,108,299
6.15%, 3/01/37-2/15/41			331		407,561
CBS Corp. 3.50%, 1/15/25			234		234,070
5.75%, 4/15/20			325		372,407
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.80%, 3/15/22			274		283,093
4.45%, 4/01/24			372		392,623
5.00%, 3/01/21			825		912,851
Discovery Communications LLC 3.45%, 3/15/25			323		316,996
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(c)(d)			409		431,495
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			460		561,678
Time Warner Cable, Inc. 4.50%, 9/15/42			235		199,863
5.00%, 2/01/20			35		36,963
8.75%, 2/14/19			25		29,512
Time Warner, Inc. 3.55%, 6/01/24			537		549,033
Viacom, Inc. 3.875%, 4/01/24			339		341,713
					6,178,157
Communications - Telecommunications – 1.1%
American Tower Corp. 3.50%, 1/31/23			300		294,678
4.70%, 3/15/22			395		420,799
5.05%, 9/01/20			35		38,608
AT&T, Inc. 3.00%, 2/15/22			1,255		1,255,003
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		55		49,060
Telefonica Emisiones SAU 5.462%, 2/16/21	U.S.$		400		454,100
Verizon Communications, Inc. 4.272%, 1/15/36(c)			1,157		1,112,568
7.35%, 4/01/39			300		403,311
					4,028,127

AB BOND INFLATION STRATEGY  • 15

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Automotive – 0.3%
Ford Motor Credit Co. LLC 2.597%, 11/04/19	U.S.$		400	$	404,062
5.875%, 8/02/21			640		747,854
					1,151,916
Consumer Cyclical - Other – 0.1%
Host Hotels & Resorts LP 5.25%, 3/15/22			175		193,541
Consumer Cyclical - Retailers – 0.3%
Walgreens Boots Alliance, Inc. 3.80%, 11/18/24			935		958,523
Consumer Non-Cyclical – 2.2%
Actavis Funding SCS 3.80%, 3/15/25			803		811,653
3.85%, 6/15/24			278		283,004
Agilent Technologies, Inc. 5.00%, 7/15/20			7		7,632
Altria Group, Inc. 2.625%, 1/14/20			930		949,149
4.75%, 5/05/21			195		217,491
Bayer US Finance LLC 3.375%, 10/08/24(c)			374		385,563
Becton Dickinson and Co. 3.734%, 12/15/24			388		400,650
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			125		126,023
8.50%, 6/15/19			81		99,293
Grupo Bimbo SAB de CV 3.875%, 6/27/24(c)			648		663,228
Kroger Co. (The) 3.40%, 4/15/22			624		642,239
Laboratory Corp. of America Holdings 3.60%, 2/01/25			275		273,963
Medtronic, Inc. 3.50%, 3/15/25(c)			895		925,513
Perrigo Finance PLC 3.50%, 12/15/21			217		221,935
3.90%, 12/15/24			310		318,182
Reynolds American, Inc. 3.25%, 11/01/22			284		280,910
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			363		388,013
Tyson Foods, Inc. 2.65%, 8/15/19			199		203,028
3.95%, 8/15/24			650		677,798
					7,875,267
Energy – 1.8%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			350		296,943

16 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Energy Transfer Partners LP 5.20%, 2/01/22	U.S.$		510	$	555,429
6.125%, 2/15/17			145		156,022
Enterprise Products Operating LLC 5.20%, 9/01/20			335		379,932
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			846		858,215
4.15%, 3/01/22			104		106,474
Marathon Petroleum Corp. 5.125%, 3/01/21			280		312,624
NiSource Finance Corp. 6.80%, 1/15/19			75		87,544
Noble Energy, Inc. 3.90%, 11/15/24			491		502,703
4.15%, 12/15/21			127		134,892
8.25%, 3/01/19			387		463,816
Reliance Holding USA, Inc. 5.40%, 2/14/22(c)			1,060		1,170,789
Spectra Energy Capital LLC 8.00%, 10/01/19			8		9,660
Valero Energy Corp. 6.125%, 2/01/20			476		551,654
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			70		81,412
Williams Partners LP 3.90%, 1/15/25			350		344,820
4.125%, 11/15/20			300		316,328
					6,329,257
Other Industrial – 0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(c)			356		354,681
Technology – 0.7%
KLA-Tencor Corp. 4.65%, 11/01/24			639		661,060
Motorola Solutions, Inc. 7.50%, 5/15/25			505		629,153
Seagate HDD Cayman 4.75%, 1/01/25(c)			398		408,183
Tencent Holdings Ltd. 3.375%, 5/02/19(c)			426		438,397
Total System Services, Inc. 2.375%, 6/01/18			259		260,578
					2,397,371
					36,728,671
Financial Institutions – 5.1%
Banking – 2.9%
Bank of America Corp. 0.861%, 3/28/18(e)	EUR		900		1,005,189

AB BOND INFLATION STRATEGY  • 17

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Barclays Bank PLC 6.625%, 3/30/22(c)	EUR		101	$	147,203
BPCE SA 5.70%, 10/22/23(c)	U.S.$		213		232,508
Capital One Financial Corp. 5.25%, 2/21/17			150		160,076
Citigroup, Inc. 3.875%, 3/26/25			655		647,075
Credit Suisse Group Funding Guernsey Ltd. 3.75%, 3/26/25(c)			895		892,346
Goldman Sachs Group, Inc. (The) 1.861%, 11/29/23(e)			810		823,788
ING Bank NV 2.00%, 9/25/15(c)			600		603,021
JPMorgan Chase & Co. 4.25%, 10/15/20			55		59,702
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24(c)			816		869,237
Morgan Stanley Series G 5.50%, 7/28/21			456		525,566
Murray Street Investment Trust I 4.647%, 3/09/17			52		55,008
Nordea Bank AB 6.125%, 9/23/24(c)(d)			201		208,286
PNC Bank NA 3.80%, 7/25/23			940		987,280
Rabobank Capital Funding Trust III 5.254%, 10/21/16(c)(d)			375		389,531
Santander Bank NA 1.206%, 1/12/18(e)			890		889,718
Santander UK PLC 5.00%, 11/07/23(c)			505		534,776
Standard Chartered PLC 4.00%, 7/12/22(c)			725		745,032
UBS AG/Stamford CT 7.625%, 8/17/22			465		558,799
					10,334,141
Brokerage – 0.2%
Nomura Holdings, Inc. 2.00%, 9/13/16			809		816,819
Insurance – 1.2%
American International Group, Inc. 4.875%, 6/01/22			625		704,431
6.40%, 12/15/20			205		245,982
Coventry Health Care, Inc. 5.45%, 6/15/21			415		482,115
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(c)(d)			415		454,425

18 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Hartford Financial Services Group, Inc. (The) 5.125%, 4/15/22	U.S.$		535	$	604,955
5.50%, 3/30/20			24		27,415
6.10%, 10/01/41			165		209,127
Lincoln National Corp. 8.75%, 7/01/19			175		219,539
MetLife, Inc. 5.70%, 6/15/35			90		112,277
7.717%, 2/15/19			180		217,310
Nationwide Financial Services, Inc. 5.375%, 3/25/21(c)			360		403,502
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(c)			125		195,985
Prudential Financial, Inc. 5.625%, 6/15/43			340		362,950
					4,240,013
REITS – 0.8%
HCP, Inc. 5.375%, 2/01/21			739		831,084
Health Care REIT, Inc. 5.25%, 1/15/22			890		994,100
Trust F/1401 5.25%, 12/15/24(c)			825		874,500
					2,699,684
					18,090,657
Utility – 0.5%
Electric – 0.3%
Berkshire Hathaway Energy Co. 6.125%, 4/01/36			340		434,866
CMS Energy Corp. 5.05%, 3/15/22			144		162,689
Constellation Energy Group, Inc. 5.15%, 12/01/20			91		101,614
Exelon Generation Co. LLC 4.25%, 6/15/22			416		436,029
					1,135,198
Natural Gas – 0.2%
Talent Yield Investments Ltd. 4.50%, 4/25/22(c)			480		509,472
					1,644,670
Total Corporates - Investment Grade (cost $54,895,334)					56,463,998
ASSET-BACKED SECURITIES – 9.1%
Autos - Fixed Rate – 4.8%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			805		807,050

AB BOND INFLATION STRATEGY  • 19

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
AmeriCredit Automobile Receivables Trust Series 2013-3, Class A3 0.92%, 4/09/18	U.S.$		1,108	$	1,109,334
Series 2013-4, Class A3 0.96%, 4/09/18			535		535,333
ARI Fleet Lease Trust Series 2013-A, Class A2 0.70%, 12/15/15(c)			148		147,859
Series 2014-A, Class A2
0.81%, 11/15/22(c)			383		382,117
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19(c)			420		423,540
Series 2013-2A, Class A 2.97%, 2/20/20(c)			289		298,357
Series 2014-1A, Class A 2.46%, 7/20/20(c)			1,689		1,716,492
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			850		853,692
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			765		765,782
Series 2014-1, Class B 2.22%, 1/22/19			200		202,350
Carfinance Capital Auto Trust Series 2013-1A, Class A 1.65%, 7/17/17(c)			48		48,110
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20(c)			486		483,727
Series 2014-B, Class A 1.11%, 11/15/18(c)			475		474,181
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19(c)			355		355,012
Series 2015-1, Class A2 1.30%, 9/20/20(c)			720		720,959
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(c)			5		4,620
Series 2013-1A, Class A 1.29%, 10/16/17(c)			70		70,479
Series 2014-1A, Class A 1.29%, 5/15/18(c)			210		210,327
Series 2014-2A, Class A 1.06%, 8/15/18(c)			219		218,819
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(c)			103		103,474

20 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(c)	CAD		130	$	107,839
Series 2014-R2A, Class A1 1.353%, 3/15/16(c)			57		46,948
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18	U.S.$		225		224,298
Series 2014-2, Class A 2.31%, 4/15/26(c)			728		737,677
GM Financial Automobile Leasing Trust Series 2015-1, Class A2 1.10%, 12/20/17			705		705,768
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			415		415,237
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(c)			2,185		2,185,068
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17(c)			495		495,390
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			165		166,629
Mercedes Benz Auto Lease Trust Series 2014-A, Class A2A 0.48%, 6/15/16			361		360,615
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(c)			1,193		1,194,241
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			591		591,354
					17,162,678
Autos - Floating Rate – 1.3%
Ally Master Owner Trust Series 2014-2, Class A 0.552%, 1/16/18(e)			810		810,674
BMW Floorplan Master Owner Trust Series 2012-1A, Class A 0.582%, 9/15/17(c)(e)			809		809,657
Ford Credit Floorplan Master Owner Trust A Series 2015-2, Class A2 0.752%, 1/15/22(e)			692		692,648
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.561%, 7/20/19(e)			534		533,522
Series 2015-1, Class A 0.681%, 1/20/20(e)			620		620,009

AB BOND INFLATION STRATEGY  • 21

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.731%, 12/10/27(c)(e)	U.S.$		1,067	$	1,067,426
					4,533,936
Credit Cards - Fixed Rate – 1.2%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			474		475,650
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			523		533,435
Chase Issuance Trust Series 2014-A1, Class A1 1.15%, 1/15/19			825		827,932
Discover Card Execution Note Trust Series 2015-A2, Class A 1.90%, 10/17/22			718		718,235
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			1,084		1,092,909
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			370		373,523
Series 2013-A, Class A 1.61%, 12/15/21			373		373,692
					4,395,376
Other ABS - Fixed Rate – 0.9%
CIT Equipment Collateral Series 2014-VT1, Class A2 0.86%, 5/22/17(c)			915		914,756
CNH Equipment Trust Series 2015-A, Class A4 1.85%, 4/15/21			493		494,437
Dell Equipment Finance Trust Series 2015-1, Class A3 1.30%, 3/23/20(c)			247		247,109
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(c)			755		755,144
SBA Tower Trust Series 2014-1A, Class C 2.898%, 10/15/44(c)			851		858,897
					3,270,343
Credit Cards - Floating Rate – 0.9%
Cabela’s Credit Card Master Note Trust Series 2014-1, Class A 0.532%, 3/16/20(e)			600		600,095

22 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Discover Card Execution Note Trust Series 2015-A1, Class A1 0.532%, 8/17/20(e)	U.S.$		501	$	502,003
First National Master Note Trust Series 2013-2, Class A 0.712%, 10/15/19(e)			794		796,041
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.562%, 12/15/19(e)			910		911,652
Series 2015-A, Class A 0.703%, 2/15/22(e)			403		403,019
					3,212,810
Total Asset-Backed Securities (cost $32,505,407)					32,575,143
COMMERCIAL MORTGAGE-BACKED SECURITIES – 9.1%
Non-Agency Fixed Rate CMBS – 7.7%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			1,715		1,855,425
Series 2007-5, Class AM 5.772%, 2/10/51			258		273,414
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			571		586,498
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33(c)			1,070		1,108,734
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35(c)			885		919,806
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.963%, 3/15/49			248		255,195
Series 2015-GC27, Class A5 3.137%, 2/10/48			707		720,116
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.959%, 5/15/46			461		495,356
Commercial Mortgage Trust Series 2006-C8, Class A1A 5.292%, 12/10/46			676		715,455
Series 2007-GG9, Class A4 5.444%, 3/10/39			664		698,992
Series 2007-GG9, Class AM 5.475%, 3/10/39			598		628,796
Series 2013-SFS, Class A1 1.873%, 4/12/35(c)			383		378,304

AB BOND INFLATION STRATEGY  • 23

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.89%, 6/15/39	U.S.$		463	$	485,016
DBUBS 2011-LC1 Mortgage Trust Series 2011-LC1A, Class E 5.731%, 11/10/46(c)			368		403,349
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(c)			515		514,178
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(c)			800		813,567
GS Mortgage Securities Trust Series 2007-GG10, Class A4 5.989%, 8/10/45			551		593,227
Series 2013-G1, Class A1 2.059%, 4/10/31(c)			683		674,921
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41(c)			254		253,155
Series 2006-CB15, Class A4 5.814%, 6/12/43			424		438,981
Series 2007-CB19, Class AM 5.885%, 2/12/49			295		311,477
Series 2007-LD12, Class AM 6.208%, 2/15/51			245		266,701
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			1,896		2,023,265
Series 2007-LDPX, Class A3 5.42%, 1/15/49			406		429,773
Series 2008-C2, Class A1A 5.998%, 2/12/51			846		924,338
Series 2010-C2, Class A1 2.749%, 11/15/43(c)			204		205,841
Series 2011-C5, Class D 5.50%, 8/15/46(c)			266		287,101
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31			1,526		1,546,056
Series 2007-C1, Class A4 5.424%, 2/15/40			1,062		1,123,721
Series 2007-C1, Class AM 5.455%, 2/15/40			290		308,952
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41(c)			633		645,452
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			605		632,706

24 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49	U.S.$		1,004	$	1,050,306
Series 2007-9, Class A4 5.70%, 9/12/49			125		133,952
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			277		286,372
Series 2012-C4, Class A5 2.85%, 12/10/45			2,309		2,347,909
Wachovia Bank Commercial Mortgage Trust Series 2006-C26, Class A1A 6.009%, 6/15/45			423		441,970
WFRBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			862		903,861
Series 2014-C20, Class A2 3.036%, 5/15/47			648		677,243
					27,359,481
Non-Agency Floating Rate CMBS – 1.4%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.502%, 11/15/19(c)(e)			489		490,078
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.08%, 6/11/27(c)(e)			775		772,571
Series 2014-SAVA, Class A 1.332%, 6/15/34(c)(e)			664		662,778
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.881%, 12/05/31(c)(e)			405		403,333
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.102%, 6/15/29(c)(e)			1,068		1,065,122
PFP III Ltd. Series 2014-1, Class A 1.353%, 6/14/31(c)(e)			601		601,119
Resource Capital Corp. Ltd. Series 2014-CRE2, Class A 1.23%, 4/15/32(c)(e)			452		447,133
Starwood Retail Property Trust Series 2014-STAR, Class A 1.402%, 11/15/27(c)(e)			614		615,052
					5,057,186
Total Commercial Mortgage-Backed Securities (cost $32,548,540)					32,416,667

AB BOND INFLATION STRATEGY  • 25

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
CORPORATES - NON-INVESTMENT GRADE – 3.2%
Industrial – 1.6%
Basic – 0.0%
Novelis, Inc. 8.375%, 12/15/17	U.S.$		90	$	93,600
Capital Goods – 0.1%
Sealed Air Corp. 5.25%, 4/01/23(c)			331		345,895
Communications - Media – 0.2%
CSC Holdings LLC 8.625%, 2/15/19			146		169,083
Sirius XM Radio, Inc. 4.625%, 5/15/23(c)			416		403,520
					572,603
Communications - Telecommunications – 0.2%
Numericable - SFR SAS 5.375%, 5/15/22(c)	EUR		231		271,050
Sprint Corp. 7.875%, 9/15/23	U.S.$		400		401,500
Telecom Italia Capital SA 7.175%, 6/18/19			170		195,500
					868,050
Consumer Cyclical - Automotive – 0.2%
Dana Holding Corp. 6.00%, 9/15/23			147		156,187
General Motors Co. 3.50%, 10/02/18			425		437,338
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			190		200,450
					793,975
Consumer Cyclical - Other – 0.2%
KB Home 4.75%, 5/15/19			345		342,413
MCE Finance Ltd. 5.00%, 2/15/21(c)			405		385,762
					728,175
Consumer Non-Cyclical – 0.1%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			174		180,525
Energy – 0.5%
DCP Midstream LLC 4.75%, 9/30/21(c)			405		386,194
ONEOK, Inc. 4.25%, 2/01/22			463		444,940

26 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Paragon Offshore PLC 6.75%, 7/15/22(c)	U.S.$		62	$	25,730
7.25%, 8/15/24(c)			360		149,400
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			115		118,163
SM Energy Co. 6.50%, 1/01/23			41		43,050
Transocean, Inc. 6.50%, 11/15/20			740		659,525
					1,827,002
Transportation - Services – 0.1%
Hertz Corp. (The) 5.875%, 10/15/20			206		209,605
					5,619,430
Financial Institutions – 1.4%
Banking – 1.2%
Bank of America Corp. Series Z 6.50%, 10/23/24(d)			233		247,563
Bank of Ireland 1.781%, 9/22/15(e)(f)	CAD		560		450,228
Barclays Bank PLC 6.86%, 6/15/32(c)(d)	U.S.$		137		155,495
7.75%, 4/10/23			372		412,920
Barclays PLC 4.375%, 9/11/24			290		289,596
BNP Paribas SA 5.186%, 6/29/15(c)(d)			257		258,002
Credit Agricole SA 7.875%, 1/23/24(c)(d)			248		264,740
HBOS Capital Funding LP 4.939%, 5/23/16(d)	EUR		951		1,061,465
Intesa Sanpaolo SpA 5.017%, 6/26/24(c)	U.S.$		689		694,040
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(c)			102		114,491
Societe Generale SA 5.922%, 4/05/17(c)(d)			115		120,175
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(c)			325		347,123
					4,415,838
Finance – 0.2%
AerCap Aviation Solutions BV 6.375%, 5/30/17			200		213,000
International Lease Finance Corp. 5.875%, 4/01/19			294		319,725

AB BOND INFLATION STRATEGY  • 27

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Navient Corp. 7.25%, 1/25/22	U.S.$		54	$	57,240
					589,965
					5,005,803
Utility – 0.2%
Electric – 0.2%
AES Corp./VA 7.375%, 7/01/21			377		419,529
NRG Energy, Inc. Series WI 6.25%, 5/01/24			287		293,458
					712,987
Total Corporates - Non-Investment Grade (cost $11,919,774)					11,338,220
MORTGAGE PASS-THROUGHS – 1.4%
United States – 1.4%
Government National Mortgage Association 3.00%, 5/01/45, TBA (cost $5,079,429)			4,927		5,065,957
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.4%
GSE Risk Share Floating Rate – 1.3%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.431%, 11/25/23(e)			1,030		1,068,998
Series 2014-DN2, Class M3 3.781%, 4/25/24(e)			320		317,215
Series 2014-DN3, Class M3 4.181%, 8/25/24(e)			1,055		1,074,946
Series 2015-DNA1, Class M3 3.48%, 10/25/27(e)			260		260,372
Series 2015-HQ1, Class M2 2.381%, 3/25/25(e)			410		413,766
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M1 1.381%, 7/25/24(e)			351		350,498
Series 2014-C04, Class 1M2 5.081%, 11/25/24(e)			723		769,918
Series 2015-C01, Class 1M2 4.481%, 2/25/25(e)			450		463,067
					4,718,780

28 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Agency Fixed Rate – 0.1%
Federal National Mortgage Association REMICS Series 2010-117, Class DI 4.50%, 5/25/25(g)	U.S.$		2,692	$	294,842
Total Collateralized Mortgage Obligations (cost $4,871,439)					5,013,622
GOVERNMENTS - SOVEREIGN AGENCIES – 0.7%
Brazil – 0.2%
Petrobras Global Finance BV 5.75%, 1/20/20			693		691,267
Canada – 0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(c)			391		411,528
Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			292		279,955
Israel – 0.2%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(c)			620		657,975
Morocco – 0.1%
OCP SA 5.625%, 4/25/24(c)			330		352,341
Total Governments - Sovereign Agencies (cost $2,363,789)					2,393,066
GOVERNMENTS - TREASURIES – 0.4%
Brazil – 0.4%
Brazil Notas do Tesouro Nacional Serie F Series F 10.00%, 1/01/17 (cost $1,892,648)	BRL		4,905		1,547,163
QUASI-SOVEREIGNS – 0.4%
Quasi-Sovereign Bonds – 0.4%
Chile – 0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(c)	U.S.$		358		388,521
Malaysia – 0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(c)			310		346,270

AB BOND INFLATION STRATEGY  • 29

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Mexico – 0.1%
Petroleos Mexicanos 3.50%, 7/18/18	U.S.$		256	$	264,000
South Korea – 0.1%
Korea National Oil Corp. 3.125%, 4/03/17(c)			450		463,095
Total Quasi-Sovereigns (cost $1,393,617)					1,461,886
GOVERNMENTS - SOVEREIGN BONDS – 0.2%
Mexico – 0.1%
Mexico Government International Bond 5.95%, 3/19/19			168		191,772
Poland – 0.0%
Poland Government International Bond 3.875%, 7/16/15			16		16,113
Qatar – 0.1%
Qatar Government International Bond 4.50%, 1/20/22(c)			360		401,400
Total Governments - Sovereign Bonds (cost $565,434)					609,285
EMERGING MARKETS - CORPORATE BONDS – 0.2%
Industrial – 0.2%
Communications - Telecommunications – 0.1%
Comcel Trust via Comunicaciones Celulares SA 6.875%, 2/06/24(c)			208		223,080
Consumer Non-Cyclical – 0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20(c)			370		361,675
Virgolino de Oliveira Finance SA 10.50%, 1/28/18(h)(i)			655		23,252
					384,927
Total Emerging Markets - Corporate Bonds (cost $937,044)					608,007
		Shares
COMMON STOCKS – 0.1%
Mt Logan Re Ltd. (Preference Shares)(j) (cost $500,000)			500		505,687
PREFERRED STOCKS – 0.0%
Financial Institutions – 0.0%
Insurance – 0.0%
Allstate Corp. (The) 5.10% (cost $52,500)			2,100		54,915

30 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

Company		Shares			U.S. $ Value
SHORT-TERM INVESTMENTS – 7.1%
Investment Companies – 7.1%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(k)(l) (cost $25,217,907)			25,217,907		$	25,217,907
Total Investments Before Securities Sold Short – 144.2% (cost $509,034,820)						513,886,157
		Principal Amount (000)
SECURITIES SOLD SHORT – (1.4)%
MORTGAGE PASS-THROUGHS – (1.4)%
Agency Fixed Rate 30-Year – (1.4)%
Federal National Mortgage Association
3.00%, 5/01/45, TBA (proceeds $5,063,885)	U.S.$		(4,957	)		(5,044,522	)
Total Investments, Net of Securities Sold Short – 142.8% (cost $503,970,935)						508,841,635
Other assets less liabilities – (42.8)%						(152,556,657	)
Net Assets – 100.0%					$	356,284,978

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at April 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Year Canadian Bond Futures		18		June 2015	$	2,103,563	$	2,092,118	$	(11,445	)
U.S. T-Note 5 Yr (CBT) Futures		20		June 2015		2,387,936		2,402,656		14,720
U.S. Ultra Bond (CBT) Futures		19		June 2015		3,123,598		3,125,500		1,902
Sold Contracts
Euro-BOBL Futures		102		June 2015		14,812,396		14,751,553		60,843
U.S. Long Bond (CBT) Futures		9		June 2015		1,443,487		1,436,344		7,143
U.S. T-Note 10 Yr (CBT) Futures		207		June 2015		26,359,850		26,573,625		(213,775	)
									$	(140,612	)

AB BOND INFLATION STRATEGY  • 31

Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA		CAD    2,970		USD           2,370		5/15/15	$	(91,083	)
BNP Paribas SA		USD       938		TWD         28,524		6/12/15		(6,804	)
Goldman Sachs Bank USA		BRL    4,862		USD           1,511		5/05/15		(103,090	)
Goldman Sachs Bank USA		USD    1,624		BRL           4,862		5/05/15		(10,432	)
Goldman Sachs Bank USA		EUR    4,549		USD           4,997		6/18/15		(113,806	)
Royal Bank of Scotland PLC		BRL    4,862		USD           1,624		5/05/15		10,431
Royal Bank of Scotland PLC		USD    1,673		BRL           4,862		5/05/15		(59,106	)
Royal Bank of Scotland PLC		USD       881		AUD           1,097		5/15/15		(13,831	)
Royal Bank of Scotland PLC		USD    1,089		IDR  14,290,065		5/29/15		5,478
Royal Bank of Scotland PLC		BRL    4,862		USD           1,657		6/02/15		59,164
Royal Bank of Scotland PLC		SGD    1,229		USD              912		6/05/15		(16,598	)
Royal Bank of Scotland PLC		TWD  28,351		USD              913		6/12/15		(12,760	)
State Street Bank & Trust Co.		AUD    3,354		USD           2,562		5/15/15		(90,929	)
State Street Bank & Trust Co.		GBP    2,391		USD           3,571		6/04/15		(98,030	)
								$(541,396)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.51	%	$	3,996	$	(357,715	)	$	(151,180	)
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)		2.51			3,201		(286,520	)		(192,662	)
CDX-NAIG Series 23, 5 Year Index, 12/20/19*		(1.00	)		0.64			18,250		(318,453	)		(47,763	)
									$	(962,688	)	$	(391,605	)

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Citigroup Global Markets, Inc./(CME Group)		$    1,940		6/25/21	2.247%		3 Month LIBOR	$	(70,520	)
Morgan Stanley & Co., LLC/(CME Group)		CAD 17,120		3/10/17	0.973%		3 Month CDOR		18,197

32 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)		AUD 22,680		3/11/17		2.140%		3 Month BBSW	$	(8,652	)
Morgan Stanley & Co., LLC/(CME Group)		$    6,980		10/31/19		3 Month LIBOR		1.747%		81,314
Morgan Stanley & Co., LLC/(CME Group)		4,420		4/01/20		1.567%		3 Month LIBOR		(5,529	)
Morgan Stanley & Co., LLC/(CME Group)		2,610		1/14/24		2.980%		3 Month LIBOR		(225,344	)
Morgan Stanley & Co., LLC/(CME Group)		2,300		2/14/24		2.889%		3 Month LIBOR		(173,957	)
Morgan Stanley & Co., LLC/(CME Group)		3,280		4/28/24		2.817%		3 Month LIBOR		(212,102	)
Morgan Stanley & Co., LLC/(CME Group)		4,670		5/06/24		2.736%		3 Month LIBOR		(328,488	)
Morgan Stanley & Co., LLC/(CME Group)		1,890		5/29/24		3 Month LIBOR		2.628%		111,728
Morgan Stanley & Co., LLC/(CME Group)		3,790		6/05/24		2.710%		3 Month LIBOR		(249,441	)
Morgan Stanley & Co., LLC/(CME Group)		3,330		7/02/24		2.632%		3 Month LIBOR		(190,103	)
Morgan Stanley & Co., LLC/(CME Group)		2,370		7/10/24		2.674%		3 Month LIBOR		(142,498	)
Morgan Stanley & Co., LLC/(CME Group)		1,900		7/18/24		3 Month LIBOR		2.668%		112,227
Morgan Stanley & Co., LLC/(CME Group)		2,810		9/24/24		3 Month LIBOR		2.691%		156,700
Morgan Stanley & Co., LLC/(CME Group)		AUD    3,450		3/11/25		6 Month BBSW		2.973%		7,735
Morgan Stanley & Co., LLC/(CME Group)		$    1,950		4/21/25		1.991%		3 Month LIBOR		22,026
									$	(1,096,707	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Bank of America, NA:
CDX-NAIG Series 19, 5 Year Index, 12/20/17*		1.00	%		0.32	%	$	3,200	$	61,192	$	1,615		$	59,577
Credit Suisse International:
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			180		3,906		(2,019	)		5,925
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			182		3,935		(2,035	)		5,971
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			262		5,667		(2,630	)		8,296

AB BOND INFLATION STRATEGY  • 33

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00	%		0.50	%	$	446	$	9,662	$	(4,997	)	$	14,659
Deutsche Bank AG:
Anadarko Petroleum Corp., 5.95% 9/15/16, 9/20/17*		1.00			0.31			440		7,723		(7,403	)		15,126
									$	92,085	$	(17,469	)	$	109,554

* Termination date

INFLATION (CPI) SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	7,300		1/15/16	CPI#	0.970%	$	63,304
Barclays Bank PLC		21,900		7/15/16	1.984%	CPI#		(492,519	)
Citibank		7,300		1/15/16	0.945%	CPI#		(61,238	)
							$	(490,453	)

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	850		1/17/22	2.050%	3 Month LIBOR	$	(16,821	)
Citibank	BRL	31,500		1/02/17	CDI	13.190%		(26,123	)
Citibank		14,700		1/04/21	12.305%	CDI		50,189
Morgan Stanley Capital Services LLC	$	1,100		2/21/42	2.813%	3 Month LIBOR		(73,240	)
Morgan Stanley Capital Services LLC		830		3/06/42	2.804%	3 Month LIBOR		(53,090	)
							$	(119,085	)

REVERSE REPURCHASE AGREEMENTS (see Note D)

Broker	Interest Rate			Maturity			U.S. $ Value at April 30, 2015
Bank of America†		0.17	%		– 0	–	$	12,335,114
Bank of America		0.25	%		7/16/15			20,959,450

34 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

Broker	Interest Rate			Maturity		U.S. $ Value at April 30, 2015
Bank of America		0.27	%		5/21/15	$	20,897,664
HSBC		0.25	%		6/02/15		8,630,559
HSBC		0.26	%		7/16/15		25,999,437
HSBC		0.30	%		7/14/15		21,052,631
JPMorgan Chase		0.23	%		7/08/15		3,583,651
JPMorgan Chase		0.25	%		7/09/15		8,182,273
						$	121,640,779

† The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on April 30, 2015.

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

(b) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $50,959,278 or 14.3% of net assets.

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

(e) Floating Rate Security. Stated interest rate was in effect at April 30, 2015.

(f) Illiquid security.

(g) IO - Interest Only

(h) Security is in default and is non-income producing.

(i) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.01% of net assets as of April 30, 2015, are considered illiquid and restricted.

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Virgolino de Oliveira Finance SA 10.50%, 1/28/18		1/27/14	$	363,153	$	23,252		0.01	%

(j) Restricted and illiquid security.

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Mt Logan Re Ltd. (Preference Shares)		12/30/14	$	500,000	$	505,687		0.14	%

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

(l) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:   AUD – Australian Dollar BRL – Brazilian Real CAD – Canadian Dollar EUR – Euro GBP – Great British Pound IDR – Indonesian Rupiah SGD – Singapore Dollar TWD – New Taiwan Dollar USD – United States Dollar

AB BOND INFLATION STRATEGY  • 35

Portfolio of Investments

Glossary:

ABS – Asset-Backed Securities

BBSW – Bank Bill Swap Reference Rate (Australia)

CBT – Chicago Board of Trade

CDI – Cetip Interbank Deposit Rate

CDOR – Canadian Dealer Offered Rate

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

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CFC – Customer Facility Charge

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

CPI – Consumer Price Index

GSE – Government-Sponsored Enterprise

INTRCONX – Inter-Continental Exchange

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

36 •  AB BOND INFLATION STRATEGY

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Investments in securities, at value (cost $483,816,913)	$	488,668,250
Affiliated issuers (cost $25,217,907)		25,217,907
Cash		40,902
Cash collateral due from broker		1,303,497
Foreign currencies, at value (cost $74,968)		81,736
Interest and dividends receivable		1,338,503
Receivable for investment securities sold		1,110,044
Receivable for capital stock sold		420,175
Unrealized appreciation on credit default swaps		109,554
Unrealized appreciation on forward currency exchange contracts		75,073
Receivable for variation margin on exchange-traded derivatives		68,687
Unrealized appreciation on inflation swaps		63,304
Unrealized appreciation on interest rate swaps		50,189
Upfront premium paid on credit default swaps		1,615
Total assets		518,549,436
Liabilities
Payable for reverse repurchase agreements		121,640,779
Payable for investment securities purchased		33,716,252
Payable for securities sold short, at value (proceeds received $5,063,885)		5,044,522
Unrealized depreciation on forward currency exchange contracts		616,469
Unrealized depreciation on inflation swaps		553,757
Payable for terminated inflation swaps		198,333
Unrealized depreciation on interest rate swaps		169,274
Payable for capital stock redeemed		167,150
Distribution fee payable		29,546
Upfront premium received on credit default swaps		19,084
Administrative fee payable		15,641
Advisory fee payable		7,865
Transfer Agent fee payable		704
Accrued expenses		85,082
Total liabilities		162,264,458
Net Assets	$	356,284,978
Composition of Net Assets
Capital stock, at par	$	33,282
Additional paid-in capital		363,916,781
Distributions in excess of net investment income		(3,216,476	)
Accumulated net realized loss on investment and foreign currency transactions		(6,642,769	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		2,194,160
	$	356,284,978

See notes to financial statements.

AB BOND INFLATION STRATEGY  • 37

Statement of Assets & Liabilities

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	15,317,187		1,424,196	$	10.75	*
C	$	3,072,309		289,889	$	10.60
Advisor	$	17,410,922		1,614,474	$	10.78
R	$	228,858		21,286	$	10.75
K	$	2,138,263		198,902	$	10.75
I	$	257,790		24,039	$	10.72
1	$	273,911,935		25,602,182	$	10.70
2	$	42,855,409		4,005,531	$	10.70
Z	$	1,092,305		101,866	$	10.72

* The maximum offering price per share for Class A shares was $11.24 which reflects a sales charge of 4.25%.

See notes to financial statements.

38 •  AB BOND INFLATION STRATEGY

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Dividends
Affiliated issuers	$	2,090
Unaffiliated issuers		1,339
Interest*		(1,811,438	)
Other income		2,185		$	(1,805,824	)
Expenses
Advisory fee (see Note B)		889,797
Distribution fee—Class A		23,202
Distribution fee—Class C		16,118
Distribution fee—Class R		568
Distribution fee—Class K		2,673
Distribution fee—Class 1		137,989
Transfer agency—Class A		20,729
Transfer agency—Class C		4,499
Transfer agency—Advisor Class		22,152
Transfer agency—Class R		295
Transfer agency—Class K		1,500
Transfer agency—Class I		67
Transfer agency—Class 1		12,460
Transfer agency—Class 2		1,845
Transfer agency—Class Z		44
Registration fees		114,505
Custodian		98,818
Audit and tax		40,636
Printing		26,529
Administrative		23,784
Legal		19,977
Directors’ fees		6,480
Miscellaneous		9,271
Total expenses before interest expense		1,473,938
Interest expense		102,489
Total expenses		1,576,427
Less: expenses waived and reimbursed by the Adviser (see Note B)		(403,591	)
Net expenses					1,172,836
Net investment loss					(2,978,660	)
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					327,708
Securities sold short					33,376
Futures					(736,530	)
Swaps					(1,690,819	)
Foreign currency transactions					1,929,446
Net change in unrealized appreciation/depreciation of:
Investments					5,658,925
Securities sold short					19,363
Futures					65,393
Swaps					(331,807	)
Foreign currency denominated assets and liabilities					(678,527	)
Net gain on investment and foreign currency transactions					4,596,528
Net Increase in Net Assets from Operations				$	1,617,868

* The negative interest income reflects interest income adjusted for fluctuation in the inflation index related to TIPS and amortization of premiums.

See notes to financial statements.

AB BOND INFLATION STRATEGY  • 39

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income (loss)	$	(2,978,660	)	$	7,257,676
Net realized loss on investment transactions and foreign currency transactions		(136,819	)		(3,331,693	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		4,733,347			2,402,522
Net increase in net assets from operations		1,617,868			6,328,505
Dividends to Shareholders from
Net investment income
Class A		(79,501	)		(324,609	)
Class C		(13,315	)		(47,997	)
Advisor Class		(90,081	)		(187,729	)
Class R		(1,063	)		(2,783	)
Class K		(11,866	)		(29,968	)
Class I		(5,202	)		(52,380	)
Class 1		(1,608,789	)		(6,051,926	)
Class 2		(223,316	)		(949,413	)
Class Z(a)		(57	)		0
Capital Stock Transactions
Net decrease		(18,068,471	)		(27,646,661	)
Total decrease		(18,483,793	)		(28,964,961	)
Net Assets
Beginning of period		374,768,771			403,733,732
End of period (including distributions in excess of net investment income of ($3,216,476) and undistributed net investment income of $1,795,374, respectively)	$	356,284,978		$	374,768,771

(a) Commencement distributions on December 11, 2014.

See notes to financial statements.

40 •  AB BOND INFLATION STRATEGY

Statement of Changes In Net Assets

STATEMENT OF CASH FLOWS

For the Six Months Ended April 30, 2015 (unaudited)

Cash flows from operating activities
Net increase in net assets from operations				$	1,617,868
Reconciliation of Net Increase in Net Assets from Operations to Net Decrease in Cash from Operating Activities:
Decrease in interest and dividends receivable	$	85,829
Decrease in receivable for investments sold		7,775,793
Net accretion of bond discount and amortization of bond premium		1,049,746
Inflation index adjustment		3,972,000
Increase in payable for investments purchased		23,983,944
Decrease in accrued expenses		(190,158	)
Increase in cash collateral due from broker		(408,166	)
Purchases of long-term investments		(149,356,821	)
Purchases of short-term investments		(130,343,542	)
Proceeds from disposition of long-term investments		116,141,713
Proceeds from disposition of short-term investments		108,972,117
Proceeds from short sales transactions, net		5,097,261
Payments on swaps, net		(401,994	)
Payments for exchange-traded derivatives settlements		(2,613,256	)
Net realized loss on investment transactions and foreign currency transactions		136,819
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(4,733,347	)
Total adjustments					(20,832,062	)
Net decrease in cash from operating activities				$	(19,214,194	)
Financing Activities:
Redemptions of capital stock, net		(19,113,089	)
Cash dividends paid (net of dividend reinvestments)*		(416,979	)
Increase in reverse repurchase agreements		36,257,692
Net increase in cash from financing activities					16,727,624
Effect of exchange rate on cash					2,604,808
Net increase in cash					118,238
Net change in cash
Cash at beginning of period					4,400
Cash at end of period				$	122,638
*  Reinvestment of dividends	$	1,616,211
Supplemental disclosure of cash flow information:
Interest expense paid during the period	$	104,582

In accordance with U.S. GAAP, the Strategy has included a Statement of Cash Flows as a result of its significant investments in reverse repurchase agreements throughout the period.

See notes to financial statements.

AB BOND INFLATION STRATEGY  • 41

Statement of Cash Flows

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Bond Inflation Strategy Portfolio (the “Strategy”). Prior to January 20, 2015, the Portfolio was known as AllianceBernstein Bond Inflation Strategy Portfolio. The Strategy has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class 1, Class 2 and Class Z shares. Effective December 11, 2014, the Strategy commenced offering of Class Z shares. Class B shares are not currently offered. Class 1 shares are sold only to the private clients of Sanford C. Bernstein & Co. LLC by its registered representatives. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R, Class K, and Class 1 shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I, Class 2 and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Strategy is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Strategy.

42 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors

AB BOND INFLATION STRATEGY  • 43

Notes to Financial Statements

considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Strategy may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Strategy values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

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

44 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

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

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

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

The following table summarizes the valuation of the Strategy’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:	Level 1			Level 2		Level 3			Total
Assets:
Inflation-Linked Securities	$	– 0	–	$	338,614,634	$	– 0	–	$	338,614,634
Corporates – Investment Grade		– 0	–		56,463,998		– 0	–		56,463,998
Asset-Backed Securities		– 0	–		28,476,868		4,098,275			32,575,143

AB BOND INFLATION STRATEGY  • 45

Notes to Financial Statements

Investments in Securities:

Level 1

Level 2

Level 3

Total

Commercial Mortgage-Backed Securities

$

– 0

–

$

26,908,817

$

5,507,850

$

32,416,667

Corporates – Non-Investment Grade

– 0

–

11,338,220

– 0

–

11,338,220

Mortgage Pass-Throughs

– 0

–

5,065,957

– 0

–

5,065,957

Collateralized Mortgage Obligations

– 0

–

294,842

4,718,780

5,013,622

Governments – Sovereign Agencies

– 0

–

2,393,066

– 0

–

2,393,066

Governments – Treasuries

– 0

–

1,547,163

– 0

–

1,547,163

Quasi-Sovereigns

– 0

–

1,461,886

– 0

–

1,461,886

Governments – Sovereign Bonds

– 0

–

609,285

– 0

–

609,285

Emerging Markets – Corporate Bonds

– 0

–

608,007

– 0

–

608,007

Common Stocks

– 0

–

– 0

–

505,687

505,687

Preferred Stocks

54,915

– 0

–

– 0

–

54,915

Short-Term Investments

25,217,907

– 0

–

– 0

–

25,217,907

Liabilities:

Mortgage Pass-Throughs

– 0

–

(5,044,522

)

– 0

–

(5,044,522

)

Total Investments in Securities

25,272,822

468,738,221

14,830,592

508,841,635

Other Financial Instruments*:

Assets:

Futures

84,608

– 0

–

– 0

–

84,608

#

Forward Currency Exchange Contracts

– 0

–

75,073

– 0

–

75,073

Centrally Cleared Interest Rate Swaps

– 0

–

509,927

– 0

–

509,927

#

Credit Default Swaps

– 0

–

109,554

– 0

–

109,554

Inflation (CPI) Swaps

– 0

–

63,304

– 0

–

63,304

Interest Rate Swaps

– 0

–

50,189

– 0

–

50,189

Liabilities:

Futures

(225,220

)

– 0

–

– 0

–

(225,220

)#

Forward Currency Exchange Contracts

– 0

–

(616,469

)

– 0

–

(616,469

)

Centrally Cleared Credit Default Swaps

– 0

–

(391,605

)

– 0

–

(391,605

)#

Centrally Cleared Interest Rate Swaps

– 0

–

(1,606,634

)

– 0

–

(1,606,634

)#

Inflation (CPI) Swaps

– 0

–

(553,757

)

– 0

–

(553,757

)

Interest Rate Swaps

– 0

–

(169,274

)

– 0

–

(169,274

)

Total+

$

25,132,210

$

466,208,529

$

14,830,592

$

506,171,331

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

+ There were no transfers between Level 1 and Level 2 during the reporting period.

46 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

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

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

	Asset-Backed Securities			Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations
Balance as of 10/31/14	$	2,818,092		$	3,965,975		$	3,714,288
Accrued discounts/(premiums)		37			(9,198	)		403
Realized gain (loss)		4			(829	)		6,449
Change in unrealized appreciation/depreciation		8,306			(37,052	)		140,699
Purchases/Payups		1,654,640			1,602,486			1,843,000
Sales/Paydowns		(169,233	)		(13,532	)		(986,059	)
Transfers in to Level 3		853,261			– 0	–		– 0	–
Transfers out of Level 3		(1,066,832	)		– 0	–		– 0	–
Balance as of 4/30/15	$	4,098,275		$	5,507,850		$	4,718,780
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	8,306		$	(37,052	)	$	149,087
	Common Stocks			Total
Balance as of 10/31/14	$	– 0	–	$	10,498,355
Accrued discounts/(premiums)		– 0	–		(8,758	)
Realized gain (loss)		– 0	–		5,624
Change in unrealized appreciation/depreciation		5,687			117,640
Purchases/Payups		500,000			5,600,126
Sales/Paydowns		– 0	–		(1,168,824	)
Transfers in to Level 3		– 0	–		853,261
Transfers out of Level 3		– 0	–		(1,066,832	)
Balance as of 4/30/15	$	505,687		$	14,830,592	+
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	5,687		$	126,028

+ There were de minimis transfers under 1% of net assets during the reporting period.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of April 30, 2015 all Level 3 securities were priced by third party vendors or using prior transaction, which approximates fair value.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Strategy. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In

AB BOND INFLATION STRATEGY  • 47

Notes to Financial Statements

particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

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

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

3. Currency Translation

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

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

48 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Strategy are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Strategy represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Strategy or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

AB BOND INFLATION STRATEGY  • 49

Notes to Financial Statements

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Strategy pays the Adviser an advisory fee at an annual rate of .50% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Strategy’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (“Expense Caps”) to .80%, 1.50%, .50%, 1.00%, .75%, .50%, .60%, .50% and .50% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1, Class 2, and Class Z shares, respectively. Prior to February 1, 2014, the Expense Caps were .75%, 1.45%, .45%, .95%, .70%, .45%, .55% and .45% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, Class 1, Class 2 and Class Z shares, respectively. This fee waiver and/or expense reimbursement agreement will remain in effect until January 31, 2016 and then may be extended for additional one-year terms. For the six months ended April 30, 2015, such reimbursement amounted to $403,591.

Pursuant to the investment advisory agreement, the Strategy may reimburse the Adviser for certain legal and accounting services provided to the Strategy by the Adviser. For the six months ended April 30, 2015, the reimbursement for such services amounted to $23,784.

The Strategy compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Strategy. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $33,923 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Strategy’s shares. The Distributor has advised the Strategy that it has retained front-end sales charges of $223 from the sale of Class A shares and received $4 and $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended April 30, 2015.

The Strategy may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Strategy’s transactions in

50 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    3,846	$	130,344	$	108,972	$	25,218	$	2

Brokerage commissions paid on investment transactions for the six months ended April 30, 2015 amounted to $2,109, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Strategy has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Strategy pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Strategy’s average daily net assets attributable to Class A shares, 1% of the Strategy’s average daily net assets attributable to Class C shares, .50% of the Strategy’s average daily net assets attributable to Class R shares .25% of the Strategy’s average daily net assets attributable to Class K shares and .10% of the Strategy’s average daily net assets attributable to Class 1 shares. There are no distribution and servicing fees on the Advisor Class, Class I, Class 2 and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Strategy’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Strategy in the amounts of $229,167, $15,883, $18,180 and $1,620,719 for Class C, Class R, Class K and Class 1 shares, respectively. While such costs may be recovered from the Strategy in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Strategy’s shares.

AB BOND INFLATION STRATEGY  • 51

Notes to Financial Statements

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding U.S. government securities and short-term investments) for the six months ended April 30, 2015, were as follows:

Purchases	Sales		Securities Sold Short		Covers on Securities Sold Short
$    33,874,923	$	25,002,126	$	0	$	0

Purchases and sales of U.S. government securities for the six months ended April 30, 2015, were as follows:

Purchases	Sales		Securities Sold Short		Covers on Securities Sold Short
$    115,481,898	$	83,808,755	$	24,594,454	$	19,497,193

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

Gross Unrealized
Appreciation on Investments	Depreciation on Investments			Net Unrealized Appreciation on Investments		Net Unrealized Appreciation on Securities Sold Short			Net Unrealized Appreciation
$    7,621,271	$	(2,769,934	)	$	4,851,337	$	19,363	(a)	$	4,870,700

^(a)  Gross unrealized appreciation was $19,363 and gross unrealized depreciation was $0, resulting in net unrealized appreciation of $19,363.

1. Derivative Financial Instruments

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

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

• Futures

The Strategy may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Strategy bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements

52 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Strategy may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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

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

During the six months ended April 30, 2015, the Strategy held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward

AB BOND INFLATION STRATEGY  • 53

Notes to Financial Statements

currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Strategy. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended April 30, 2015, the Strategy held forward currency exchange contracts for hedging and non-hedging purposes.

• Swaps

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

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

54 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

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

At the time the Strategy enters into a centrally cleared swap, the Strategy deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Strategy agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Strategy as unrealized gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Strategy records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

AB BOND INFLATION STRATEGY  • 55

Notes to Financial Statements

into on a net basis (i.e., the two payment streams are netted out, with the Strategy receiving or paying, as the case may be, only the net amount of the two payments).

During the six months ended April 30, 2015, the Strategy held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Strategy against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the six months ended April 30, 2015, the Strategy held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Strategy for the same reference obligation with the same counterparty. As of April 30, 2015 the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligations and counterparty for its Sales Contracts outstanding.

56 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

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

During the six months ended April 30, 2015, the Strategy held credit default swaps for hedging and non-hedging purposes.

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

The Strategy typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Strategy typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Strategy and a counterparty gives the non-defaulting party the right to terminate

AB BOND INFLATION STRATEGY  • 57

Notes to Financial Statements

any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Strategy’s net liability, held by the defaulting party, may be delayed or denied.

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

At April 30, 2015, the Strategy had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	594,535	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	1,831,854	*
Credit contracts					Margin due from/owed to broker on exchange-traded derivatives		391,605	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		75,073		Unrealized depreciation on forward currency exchange contracts		616,469
Interest rate contracts	Unrealized appreciation on interest rate swaps		50,189		Unrealized depreciation on interest rate swaps		169,274
Interest rate contracts	Unrealized appreciation on inflation swaps		63,304		Unrealized depreciation on inflation swaps		553,757
Credit contracts	Unrealized appreciation on credit default swaps		109,554
Total		$	892,655			$	3,562,959

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

58 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(736,530	)	$	65,393
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		466,924			(675,362	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(1,690,637	)		(223,976	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(182	)		(107,831	)
Total		$	(1,960,425	)	$	(941,776	)

The following table represents the average monthly volume of the Strategy’s derivative transactions during the six months ended April 30, 2015:

Futures:
Average original value of buy contracts	$	4,693,386
Average original value of sale contracts	$	34,874,234
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	5,566,211
Average principal amount of sale contracts	$	21,929,106
Interest Rate Swaps:
Average notional amount	$	4,970,544
Inflation Swaps:
Average notional amount	$	62,142,857
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	61,940,108
Credit Default Swaps:
Average notional amount of sale contracts	$	4,710,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	20,328,514

AB BOND INFLATION STRATEGY  • 59

Notes to Financial Statements

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Strategy’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Strategy as of April 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

Exchange-Traded Derivatives:

Citigroup Global Markets, Inc.**

$

5,651

$

– 0

–

$

– 0

–

$

– 0

–

$

5,651

Goldman Sachs & Co.**

55,536

– 0

–

– 0

–

– 0

–

55,536

Morgan Stanley & Co., LLC**

7,500

– 0

–

– 0

–

– 0

–

7,500

Total

$

68,687

$

– 0

–

$

– 0

–

$

– 0

–

$

68,687

OTC Derivatives:

Bank of America, NA

$

61,192

$

– 0

–

$

– 0

–

$

– 0

–

$

61,192

Barclays Bank PLC

63,304

(63,304

)

– 0

–

– 0

–

– 0

–

Citibank

50,189

(50,189

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

23,170

– 0

–

– 0

–

– 0

–

23,170

Deutsche Bank AG

7,723

– 0

–

– 0

–

– 0

–

7,723

Royal Bank of Scotland PLC

75,073

(75,073

)

– 0

–

– 0

–

– 0

–

Total

$

280,651

$

(188,566

)

$

– 0

–

$

– 0

–

$

92,085

^

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged*

Net Amount of Derivatives Liabilities

OTC Derivatives:

Barclays Bank PLC

$

509,340

$

(63,304

)

$

– 0

–

$

(446,036

)

$

– 0

–

BNP Paribas SA

97,887

– 0

–

– 0

–

– 0

–

97,887

Citibank

87,361

(50,189

)

– 0

–

(37,172

)

– 0

–

Goldman Sachs Bank USA

227,328

– 0

–

– 0

–

– 0

–

227,328

Morgan Stanley Capital Services LLC

126,330

– 0

–

– 0

–

(126,330

)

– 0

–

Royal Bank of Scotland PLC

102,295

(75,073

)

– 0

–

– 0

–

27,222

State Street Bank & Trust Co.

188,959

– 0

–

– 0

–

– 0

–

188,959

Total

$

1,339,500

$

(188,566

)

$

– 0

–

$

(609,538

)

$

541,396

^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at April 30, 2015.

60 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

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

2. Currency Transactions

The Strategy may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Strategy may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Strategy 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 Strategy 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 Strategy 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).

3. TBA and Dollar Rolls

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

The Strategy may enter into dollar rolls. Dollar rolls involve sales by the Strategy of securities for delivery in the current month and the Strategy’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Strategy forgoes principal and interest paid on the securities. The Strategy is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Strategy is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. During the six months ended April 30, 2015, the Strategy had no transactions in dollar rolls.

AB BOND INFLATION STRATEGY  • 61

Notes to Financial Statements

4. Reverse Repurchase Agreements

The Strategy may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Strategy sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Strategy enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Strategy is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Strategy in the event of a default. In the event of a default by a MRA counterparty, the Strategy may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the six months ended April 30, 2015, the average amount of reverse repurchase agreements outstanding was $113,543,395 and the daily weighted average interest rate was 0.18%. At April 30, 2015, the Strategy had reverse repurchase agreements outstanding in the amount of $121,640,779 as reported on the statement of assets and liabilities. During the period, the Strategy received net interest payment from counterparties.

The following table presents the Strategy’s RVP liabilities by counterparty net of the related collateral pledged by the Strategy as of April 30, 2015:

Counterparty	RVP Asset Subject to a MRA		Securities Collateral Received†*			Net Amount of RVP Assets
Bank of America	$	54,192,228	$	(53,374,226	)	$	818,002
HSBC		55,682,627		(55,682,627	)		– 0	–
JPMorgan Chase		11,765,924		(11,765,924	)		– 0	–
Total	$	121,640,779	$	(120,822,777	)	$	818,002

^†  Including accrued interest.

* The actual collateral pledged may be more than the amount reported due to overcollateralization.

62 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class A
Shares sold		103,094			365,636		$	1,099,958		$	3,958,275
Shares issued in reinvestment of dividends		6,708			26,770			71,008			291,538
Shares redeemed		(157,729	)		(1,081,920	)		(1,684,371	)		(11,685,187	)
Net decrease		(47,927	)		(689,514	)	$	(513,405	)	$	(7,435,374	)
Class C
Shares sold		15,553			18,830		$	164,353		$	201,233
Shares issued in reinvestment of dividends		1,114			3,806			11,647			41,032
Shares redeemed		(64,745	)		(230,439	)		(680,882	)		(2,459,540	)
Net decrease		(48,078	)		(207,803	)	$	(504,882	)	$	(2,217,275	)
Advisor Class
Shares sold		278,302			1,013,910		$	2,979,176		$	10,977,539
Shares issued in reinvestment of dividends		7,729			15,279			81,993			166,616
Shares redeemed		(167,570	)		(269,728	)		(1,798,132	)		(2,933,678	)
Net increase		118,461			759,461		$	1,263,037		$	8,210,477
Class R
Shares sold		2,412			3,557		$	25,812		$	38,616
Shares issued in reinvestment of dividends		100			255			1,063			2,783
Shares redeemed		(2,542	)		(1,811	)		(27,290	)		(19,578	)
Net increase (decrease)		(30	)		2,001		$	(415	)	$	21,821
Class K
Shares sold		27,089			90,056		$	289,758		$	974,305
Shares issued in reinvestment of dividends		1,121			2,755			11,866			29,968
Shares redeemed		(35,372	)		(70,120	)		(375,294	)		(753,094	)
Net increase (decrease)		(7,162	)		22,691		$	(73,670	)	$	251,179

AB BOND INFLATION STRATEGY  • 63

Notes to Financial Statements

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class I
Shares sold		25,958			60,929		$	275,143		$	660,107
Shares issued in reinvestment of dividends		487			4,646			5,139			50,358
Shares redeemed		(80,719	)		(231,495	)		(852,160	)		(2,489,428	)
Net decrease		(54,274	)		(165,920	)	$	(571,878	)	$	(1,778,963	)
Class 1
Shares sold		1,649,732			8,046,926		$	17,473,257		$	86,492,452
Shares issued in reinvestment of dividends		119,708			421,004			1,260,417			4,555,895
Shares redeemed		(3,101,781	)		(10,830,473	)		(32,973,587	)		(116,610,335	)
Net decrease		(1,332,341	)		(2,362,543	)	$	(14,239,913	)	$	(25,561,988	)
Class 2
Shares sold		835,707			1,144,093		$	8,791,648		$	12,184,729
Shares issued in reinvestment of dividends		16,433			70,568			173,078			763,421
Shares redeemed		(1,264,410	)		(1,126,681	)		(13,467,711	)		(12,084,688	)
Net increase (decrease)		(412,270	)		87,980		$	(4,502,985	)	$	863,462
Class Z(a)
Shares sold		103,217			– 0	–	$	1,089,962		$	– 0	–
Shares redeemed		(1,351	)		– 0	–		(14,322	)		– 0	–
Net increase		101,866			– 0	–	$	1,075,640		$	– 0	–

^(a)  Commenced distributions on December 11, 2014.

NOTE F

Risks Involved in Investing in the Strategy

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Strategy’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Strategy’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

64 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Portfolio from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. Because the Portfolio invests in municipal securities, the Portfolio is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.

Duration Risk—Duration is the measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Strategy’s assets can decline as can the real value of the Strategy’s distributions.

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

Derivatives Risk—The Strategy may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

AB BOND INFLATION STRATEGY  • 65

Notes to Financial Statements

Leverage Risk—When the Strategy borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Strategy’s investments. The Strategy may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Strategy, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Strategy than if the Strategy were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Strategy, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Strategy did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	7,646,805		$	3,294,124
Net long-term capital gains		– 0	–		38,486
Total taxable distributions paid	$	7,646,805		$	3,332,610

66 •  AB BOND INFLATION STRATEGY

Notes to Financial Statements

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,687,001
Accumulated capital and other losses		(6,167,139	)(a)
Unrealized appreciation/(depreciation)		(2,769,625	)(b)
Total accumulated earnings/(deficit)	$	(7,249,763	)

^(a)  At October 31, 2014, the Strategy had a net capital loss carryforward of $6,152,515. As of October 31, 2014, the Strategy had cumulative deferred straddle losses of $14,624.

^(b)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of Treasury inflation-protected securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Strategy had a net short-term capital loss carryforward of $1,816,311 and a net long-term capital loss carryforward of $4,336,204 which may be carried forward for an indefinite period.

NOTE I

Subsequent Events

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

AB BOND INFLATION STRATEGY  • 67

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.77			$  10.81			$  11.36			$  10.81			$  10.53			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.10	)		.17			.09			.13			.38			.14
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.04	)		(.57	)		.56			.21			.47
Net increase (decrease) in net asset value from operations		.03			.13			(.48	)		.69			.59			.61
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.17	)		(.07	)		(.14	)		(.31	)		(.08	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)(d)
Total dividends and distributions		(.05	)		(.17	)		(.07	)		(.14	)		(.31	)		(.08	)
Net asset value, end of period		$  10.75			$  10.77			$  10.81			$  11.36			$  10.81			$  10.53
Total Return
Total investment return based on net asset value(e)		.42	%		1.16	%		(4.23	)%		6.41	%		5.75	%		6.15	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,317			$15,860			$23,358			$17,627			$9,732			$2,000
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.86	%^		.81	%		.80	%		.81	%		.78	%		.80	%^+
Expenses, before waivers/reimbursements(f)		1.32	%^		1.15	%		1.18	%		1.25	%		1.87	%		4.63	%^+
Net investment income (loss)(c)		(1.88	)%^		1.57	%		.80	%		1.20	%		3.59	%		1.76	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

68 •  AB BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.64			$  10.71			$  11.28			$  10.78			$  10.50			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.13	)		.07			.00	(d)		.04			.30			.08
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.01	)		(.56	)		.56			.22			.48
Net increase (decrease) in net asset value from operations		– 0	–		.06			(.56	)		.60			.52			.56
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.13	)		(.01	)		(.10	)		(.24	)		(.06	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)(d)
Total dividends and distributions		(.04	)		(.13	)		(.01	)		(.10	)		(.24	)		(.06	)
Net asset value, end of period		$  10.60			$  10.64			$  10.71			$  11.28			$  10.78			$  10.50
Total Return
Total investment return based on net asset value(e)		.02	%		.50	%		(4.98	)%		5.61	%		5.03	%		5.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,072			$3,596			$5,845			$7,991			$6,782			$3,378
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		1.56	%^		1.51	%		1.51	%		1.51	%		1.49	%		1.50	%^+
Expenses, before waivers/reimbursements(f)		2.02	%^		1.86	%		1.86	%		1.96	%		2.84	%		4.80	%^+
Net investment income (loss)(c)		(2.58	)%^		.70	%		.01	%		.39	%		2.82	%		1.12	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

AB BOND INFLATION STRATEGY  • 69

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.79			$  10.82			$  11.39			$  10.83			$  10.55			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.08	)		.19			.06			.16			.39			.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.03	)		(.52	)		.56			.24			.47
Net increase (decrease) in net asset value from operations		.05			.16			(.46	)		.72			.63			.64
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.19	)		(.11	)		(.16	)		(.35	)		(.09	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)(d)
Total dividends and distributions		(.06	)		(.19	)		(.11	)		(.16	)		(.35	)		(.09	)
Net asset value, end of period		$  10.78			$  10.79			$  10.82			$  11.39			$  10.83			$  10.55
Total Return
Total investment return based on net asset value(e)		.56	%		1.50	%		(4.06	)%		6.69	%		6.07	%		6.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17,410			$16,144			$7,969			$5,499			$2,325			$1,102
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.56	%^		.52	%		.51	%		.51	%		.49	%		.50	%^+
Expenses, before waivers/reimbursements(f)		1.02	%^		.86	%		.87	%		.95	%		1.80	%		4.50	%^+
Net investment income (loss)(c)		(1.54	)%^		1.77	%		.54	%		1.52	%		3.70	%		2.13	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

70 •  AB BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.78			$  10.81			$  11.34			$  10.79			$  10.50			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.11	)		.14			.06			.11			.43			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.02	)		(.57	)		.55			.15			.48
Net increase (decrease) in net asset value from operations		.02			.12			(.51	)		.66			.58			.60
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.15	)		(.02	)		(.11	)		(.29	)		(.09	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.05	)		(.15	)		(.02	)		(.11	)		(.29	)		(.10	)
Net asset value, end of period		$  10.75			$  10.78			$  10.81			$  11.34			$  10.79			$  10.50
Total Return
Total investment return based on net asset value(e)		.19	%		1.10	%		(4.51	)%		6.18	%		5.59	%		6.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$229			$230			$209			$539			$488			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		1.06	%^		1.01	%		1.01	%		1.01	%		.98	%		1.00	%^+
Expenses, before waivers/reimbursements(f)		1.51	%^		1.40	%		1.44	%		1.60	%		2.16	%		5.74	%^+
Net investment income (loss)(c)		(2.09	)%^		1.26	%		.49	%		.98	%		4.16	%		1.53	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

AB BOND INFLATION STRATEGY  • 71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.77			$  10.80			$  11.35			$  10.79			$  10.50			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.09	)		.17			.09			.13			.28			.09
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.03	)		(.57	)		.57			.31			.53
Net increase (decrease) in net asset value from operations		.04			.14			(.48	)		.70			.59			.62
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.17	)		(.07	)		(.14	)		(.30	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.00	)(d)
Total dividends and distributions		(.06	)		(.17	)		(.07	)		(.14	)		(.30	)		(.12	)
Net asset value, end of period		$  10.75			$  10.77			$  10.80			$  11.35			$  10.79			$  10.50
Total Return
Total investment return based on net asset value(e)		.34	%		1.31	%		(4.26	)%		6.51	%		5.75	%		6.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,138			$2,219			$1,981			$2,007			$566			$784
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.81	%^		.76	%		.76	%		.77	%		.75	%		.75	%^+
Expenses, before waivers/reimbursements(f)		1.14	%^		1.07	%		1.12	%		1.27	%		2.39	%		3.53	%^+
Net investment income (loss)(c)		(1.79	)%^		1.57	%		.80	%		1.19	%		2.76	%		1.12	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

72 •  AB BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$ 10.73			$ 10.77			$ 11.33			$ 10.78			$ 10.51			$ 10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.12	)		.22			.10			.18			.27			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.17			(.06	)		(.55	)		.53			.36			.48
Net increase (decrease) in net asset value from operations		.05			.16			(.45	)		.71			.63			.64
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.20	)		(.11	)		(.16	)		(.36	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.06	)		(.20	)		(.11	)		(.16	)		(.36	)		(.13	)
Net asset value, end of period		$  10.72			$  10.73			$  10.77			$  11.33			$  10.78			$  10.51
Total Return
Total investment return based on net asset value(e)		.60	%		1.52	%		(4.00	)%		6.65	%		6.11	%		6.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$258			$841			$2,631			$267			$76			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.56	%^		.51	%		.50	%		.52	%		.50	%		.49	%^+
Expenses, before waivers/reimbursements(f)		.74	%^		.69	%		.83	%		.95	%		1.91	%		5.19	%^+
Net investment income (loss)(c)		(2.18	)%^		2.06	%		1.10	%		1.54	%		3.67	%		2.03	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

AB BOND INFLATION STRATEGY  • 73

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 1
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.71			$  10.76			$  11.33			$  10.78			$  10.51			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.09	)		.19			.12			.16			.34			.15
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.14			(.04	)		(.58	)		.55			.28			.48
Net increase (decrease) in net asset value from operations		.05			.15			(.46	)		.71			.62			.63
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.20	)		(.11	)		(.16	)		(.35	)		(.11	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.06	)		(.20	)		(.11	)		(.16	)		(.35	)		(.12	)
Net asset value, end of period		$  10.70			$  10.71			$  10.76			$  11.33			$  10.78			$  10.51
Total Return
Total investment return based on net asset value(e)		.49	%		1.38	%		(4.08	)%		6.63	%		6.01	%		6.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$273,912			$288,565			$315,187			$193,864			$105,201			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.66	%^		.61	%		.60	%		.61	%		.58	%		.58	%^+
Expenses, before waivers/reimbursements(f)		.86	%^		.77	%		.81	%		.96	%		1.20	%		5.29	%^+
Net investment income (loss)(c)		(1.68	)%^		1.75	%		1.05	%		1.41	%		3.24	%		1.93	%^+
Portfolio turnover rate**		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

74 •  AB BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 2
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.71			$  10.75			$  11.33			$  10.77			$  10.51			$  10.00
Income From Investment Operations
Net investment income (loss)(b)(c)		(.08	)		.20			.12			.14			.39			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			(.03	)		(.58	)		.59			.23			.48
Net increase (decrease) in net asset value from operations		.05			.17			(.46	)		.73			.62			.64
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.21	)		(.12	)		(.17	)		(.36	)		(.12	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(d)		– 0	–		– 0	–		– 0	–
Tax return of capital		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.06	)		(.21	)		(.12	)		(.17	)		(.36	)		(.13	)
Net asset value, end of period		$  10.70			$  10.71			$  10.75			$  11.33			$  10.77			$  10.51
Total Return
Total investment return based on net asset value(e)		.51	%		1.55	%		(4.06	)%		6.80	%		6.01	%		6.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$42,856			$47,314			$46,554			$47,200			$16,550			$10,439
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.56	%^		.51	%		.51	%		.51	%		.49	%		.49	%^+
Expenses, before waivers/reimbursements(f)		.76	%^		.67	%		.71	%		.86	%		1.84	%		5.18	%^+
Net investment income (loss)(c)		(1.56	)%^		1.87	%		1.05	%		1.36	%		3.73	%		2.05	%^+
Portfolio turnover rate**.		23	%		77	%		93	%		32	%		38	%		34	%
Portfolio turnover rate (including securities sold short)		28	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 76.

AB BOND INFLATION STRATEGY  • 75

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	December 11, 2014(g) to April 30, 2015 (unaudited)
Net asset value, beginning of period		$10.62
Income From Investment Operations
Net investment loss(b)(c)		(.04	)
Net realized and unrealized gain on investment and foreign currency transactions		.20
Net increase in net asset value from operations		.16
Less: Dividends
Dividends from net investment income		(.06	)
Net asset value, end of period		$10.72
Total Return
Total investment return based on net asset value(e)		1.51	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,092
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)		.57	%^
Expenses, before waivers/reimbursements(f)		.87	%^
Net investment (loss)(c)		(.75	)%^
Portfolio turnover rate**		23	%
Portfolio turnover rate (including securities sold short)		28	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Amount is less than $.005.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

76 •  AB BOND INFLATION STRATEGY

Financial Highlights

(f) The expense ratios presented below exclude interest expense:

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Class A
Net of waivers/reimbursements		.80	%^		.79	%		.75	%		.75	%		.75	%		.75	%^+
Before waivers/reimbursements		1.26	%^		1.13	%		1.12	%		1.18	%		1.83	%		4.58	%^+
Class C
Net of waivers/reimbursements		1.50	%^		1.48	%		1.45	%		1.45	%		1.45	%		1.45	%^+
Before waivers/reimbursements		1.97	%^		1.84	%		1.81	%		1.90	%		2.80	%		4.75	%^+
Advisor Class
Net of waivers/reimbursements		.50	%^		.49	%		.45	%		.45	%		.45	%		.45	%^+
Before waivers/reimbursements		.96	%^		.84	%		.82	%		.89	%		1.76	%		4.44	%^+
Class R
Net of waivers/reimbursements		1.00	%^		.99	%		.95	%		.95	%		.95	%		.95	%^+
Before waivers/reimbursements		1.45	%^		1.38	%		1.39	%		1.54	%		2.13	%		5.69	%^+
Class K
Net of waivers/reimbursements		.75	%^		.74	%		.70	%		.70	%		.70	%		.70	%^+
Before waivers/reimbursements		1.08	%^		1.05	%		1.06	%		1.21	%		2.34	%		3.48	%^+
Class I
Net of waivers/reimbursements		.50	%^		.49	%		.45	%		.45	%		.45	%		.45	%^+
Before waivers/reimbursements		.68	%^		.67	%		.78	%		.89	%		1.86	%		5.16	%^+
Class 1
Net of waivers/reimbursements		.60	%^		.59	%		.55	%		.55	%		.55	%		.55	%^+
Before waivers/reimbursements		.80	%^		.74	%		.76	%		.89	%		1.18	%		5.25	%^+
Class 2
Net of waivers/reimbursements		.50	%^		.49	%		.45	%		.45	%		.45	%		.45	%^+
Before waivers/reimbursements		.70	%^		.64	%		.66	%		.80	%		1.80	%		5.13	%^+
Class Z(h)
Net of waivers/reimbursements		.50	%^
Before waivers/reimbursements		.80	%^

(g) Commencement of distributions.

(h) Commenced distributions on December 11, 2014.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

** The Strategy accounts for dollar roll transactions as purchases and sales.

See notes to financial statements.

AB BOND INFLATION STRATEGY  • 77

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Paul J. DeNoon⁽²⁾, Vice President Rajen B. Jadav⁽²⁾, Vice President Shawn E. Keegan⁽²⁾, Vice President Douglas J. Peebles⁽²⁾, Vice President Greg J. Wilensky⁽²⁾, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public
Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Strategy’s portfolio are made by the Adviser’s U.S. Core Fixed-Income Team. Mr. Paul J. DeNoon, Mr. Rajen B. Jadav, Mr. Shawn E. Keegan, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Strategy’s portfolio.

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Board of Directors

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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AB Bond Inflation Strategy (the “Portfolio”) at a meeting held on November 3-6, 2014.

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

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

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

AB BOND INFLATION STRATEGY  • 79

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency and distribution services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2012 or 2013.

80 •  AB BOND INFLATION STRATEGY

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broad array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Barclays 1-10 Year Treasury Inflation Protected Securities (TIPS) Index (the “Index”), in each case for the 1- and 3-year periods ended July 31, 2014 and (in the case of comparisons with the Index) the period since inception (January 2010 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3-year period. The Portfolio outperformed the Index in all periods. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 50 basis points was higher than the Expense Group median and that the administrative expense reimbursement was 1.2 basis points in the Portfolio’s latest fiscal year.

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

AB BOND INFLATION STRATEGY  • 81

and the Portfolio’s fee schedule started at the same rate and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

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

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

The directors noted that the Portfolio was operating under an expense cap and that its pro forma expense ratio, giving effect to an increase in the expense cap level introduced by the Adviser effective February 1, 2014, was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s pro forma expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by

82 •  AB BOND INFLATION STRATEGY

the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

AB BOND INFLATION STRATEGY  • 83

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) in respect of AllianceBernstein Bond Inflation Strategy (the “Strategy”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Strategy which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what

1 The Senior Officer’s fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

2 Future references to the Fund or the Strategy do not include “AllianceBernstein.”

84 •  AB BOND INFLATION STRATEGY

Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, EXPENSE CAPS & RATIOS

The Adviser proposed that the Strategy pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Strategy	Category	Net Assets 9/30/14 ($MM)		Advisory Fee Based on % of Average Daily Net Assets
Bond Inflation Strategy	High Income	$	417.7	0.50% on 1st $2.5 billion 0.45% on next $2.5 billion 0.40 % on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Strategy. During the Strategy’s fiscal year ended October 31, 2013, the Adviser received $43,312 (0.012% of the Strategy’s average daily net assets) for providing such services.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Strategy for that portion of the Strategy’s total operating expenses to the degree necessary to limit the Strategy’s expense ratios to the amounts set forth below for the Strategy’s current fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Strategy’s prospectus update. In addition, set forth below are the Strategy’s gross expense ratios for the most recent semi-annual period:⁵

3 Jones v. Harris at 1427.

4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

5 Semi-annual total expense ratios are unaudited.

AB BOND INFLATION STRATEGY  • 85

Strategy	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio6			Fiscal Year End
Bond Inflation Strategy7,8	Advisor	0.50	%		0.81	%	October 31
	Class A	0.80	%		1.10	%	(ratio as of April 30, 2014)
	Class C	1.50	%		1.81	%
	Class R	1.00	%		1.34	%
	Class K	0.75	%		1.05	%
	Class I	0.50	%		0.66	%
	Class 1	0.60	%		0.72	%
	Class 2	0.50	%		0.62	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Strategy that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Strategy are more costly than those for institutional client assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services.

Also, retail mutual funds managed by the Adviser are widely held and accordingly, servicing the Strategy’s investors is more time consuming and labor intensive compared to servicing institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little

6 Annualized.

7 The Strategy’s expense ratios exclude interest expense of 0.02% for Advisor Class, Class A, Class C, Class I, Class Z, Class 1 and Class 2 shares, and 0.01% for Class K shares.

8 Prior to February 1, 2014, the Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 0.45%, 0.75%, 1.45%, 0.95%, 0.70%, 0.45%, 0.55% and 0.45% of daily average net assets for Advisor Class, Class A, Class C, Class R, Class K, Class I, Class 1 and Class 2 shares, respectively.

86 •  AB BOND INFLATION STRATEGY

cash movement in either direction, particularly if the Strategy is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategy.⁹ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee for the Strategy had the AllianceBernstein Institutional fee schedule been applicable to the Strategy versus the Strategy’s advisory fees based on September 30, 2014 net assets.¹⁰

Strategy	Net Assets 09/30/14 ($MM)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Strategy Advisory Fee
Bond Inflation Strategy	$417.7	TIPS Plus Schedule 0.50% on 1st $30 million 0.20% on the balance Minimum Account Size: $25 m		0.222%		0.500%

The Adviser represented that it does not sub-advise any registered investment companies that have a similar investment strategy as the Strategy.

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Strategy with fees charged to other

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

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

AB BOND INFLATION STRATEGY  • 87

investment companies for similar services offered by other investment advisers.¹¹ Lipper’s analysis included the comparison of the Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)¹² and the Strategy’s contractual management fee ranking.¹³

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

Strategy	Contractual Management Fee (%)		Lipper Expense Group Median (%)		Rank
Bond Inflation Strategy		0.500		0.475		6/10

Lipper also compared the Strategy’s total expense ratio to the medians of the Strategy’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Strategy. Pro-forma total expense ratio is shown for the Portfolio to reflect the Portfolio’s expense cap level effective January 31, 2014.

Strategy	Total Expense Ratio  (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Bond Inflation Strategy		0.750		0.819		3/10		0.805		5/22
Pro-forma		0.800		0.819		4/10		0.805		10/22

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

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

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

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

15 Most recently completed fiscal year Class A share total expense ratio.

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Based on this analysis, considering pro-forma information where available, the Strategy has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

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

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

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

The profitability information for the Strategy, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the independent consultant. The Adviser’s profitability from providing investment advisory services to the Strategy increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Strategy, certain of the Adviser’s affiliates have business relationships with the Strategy and may earn a profit from providing other services to the Strategy. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategy and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent and distribution related services to the Strategy and receive transfer agent fees, front-end sales loads, Rule 12b-1 payments and contingent deferred sales charges (“CDSC”). During the Strategy’s most recently completed fiscal year, ABI received from the Strategy $3,214, $402,457 and $1,123 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹⁶

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Strategy’s principal underwriter. ABI and the Adviser have disclosed in the Strategy’s prospectus that they may make revenue sharing payments from their own resources, in addition to revenues derived from sales loads and Rule 12b-1 fees,

16 As a result of discussions between the Board and the Adviser, ABI is planning to phase into reductions of the Strategy’s Class A shares Rule 12b-1 fee payment rate from 0.30% to 0.25% effective on February 1, 2016.

AB BOND INFLATION STRATEGY  • 89

to firms that sell shares of the Strategy. In 2013, ABI paid approximately 0.05% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategy, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Strategy’s most recently completed fiscal year, ABIS received $24,863 in fees from the Strategy.

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund

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

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

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

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategy.

The information below shows the 1 and 3 year performance return and rankings of the Strategy²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended July 31, 2014.²²

Strategy	Strategy Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Bond Inflation Strategy
1 year		3.16		3.45		3.09		7/10		14/28
3 year		1.45		1.50		1.46		6/9		14/26

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

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

20 The performance returns and rankings are for the Class A shares of the Strategy. The performance returns 21 of the Strategy were provided Lipper.

21 The Strategy’s PG is identical to the Strategy’s EG. The Strategy’s PU is not identical to the Strategy’s EU as 22 the criteria for including/excluding a strategy in/from a PU are somewhat different from that of an EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Strategy even if the Strategy may have had a different investment classification/objective at different points in time.

AB BOND INFLATION STRATEGY  • 91

Set forth below are the 1, 3 year and since inception net performance returns of the Strategy (in bold)²³ versus its benchmark.²⁴ Strategy and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending July 31, 2014 Annualized Performance
					Since Inception (%)		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)				Volatility (%)		Sharpe (%)
Bond Inflation Strategy		3.16		1.45		3.64		3.97		0.36		3
Barclays Capital 1-10yr TIPS		2.39		1.26		3.39		3.55		0.35		3
Index
Inception Date: January 26, 2010

CONCLUSION:

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

Dated: November 18, 2014

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

24 The Adviser provided Strategy and benchmark performance return information for the periods through July 31, 2014.

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

92 •  AB BOND INFLATION STRATEGY

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

AB BOND INFLATION STRATEGY  • 93

AB Family of Funds

NOTES

94 •  AB BOND INFLATION STRATEGY

NOTES

AB BOND INFLATION STRATEGY  • 95

NOTES

96 •  AB BOND INFLATION STRATEGY

NOTES

AB BOND INFLATION STRATEGY  • 97

NOTES

98 •  AB BOND INFLATION STRATEGY

NOTES

AB BOND INFLATION STRATEGY  • 99

NOTES

100 •  AB BOND INFLATION STRATEGY

AB BOND INFLATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

BIS-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB CREDIT LONG/SHORT PORTFOLIO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 11, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Credit Long/Short Portfolio (the “Fund”) for the semi-annual reporting period ended April 30, 2015. The Fund commenced operations on May 7, 2014. Effective January 20, 2015, the Fund’s name changed from AllianceBernstein Credit Long/Short Portfolio to AB Credit Long/Short Portfolio.

Investment Objectives and Policies

The Fund’s investment objective is to seek absolute return over a full market cycle. At least 80% of the Fund’s net assets will under normal circumstances be invested in long and short positions in credit-related instruments. For purposes of this 80% requirement, credit-related instruments will include any type of fixed-income security, such as corporate bonds, convertible fixed-income securities, preferred stocks, U.S. government and agency securities, securities of foreign governments and supranational entities, mortgage-related and asset-backed securities, and loan participations. It is expected that a substantial portion of the Fund’s long and short positions will relate to fixed-income securities rated below investment grade (commonly known as “junk bonds”).

In selecting securities for purchase or sale by the Fund and securities for the Fund to take short positions in, AllianceBernstein L.P. (the “Adviser”) will attempt to take advantage of inefficiencies that it believes exist in the global debt markets. These inefficiencies arise from investor behavior, market

complexity, and the investment limitations to which investors are subject. The Adviser will combine quantitative analysis with fundamental credit and economic research in seeking to exploit these inefficiencies.

Under normal market conditions, the net exposure of the Fund (long exposure minus short exposure) will range between 150% and -150%. For example, the Fund may hold long positions in fixed-income securities with a value equal to 95% of its net assets and hold short positions equal to 75% of its net assets, resulting in 20% net long exposure. The Fund may also take long and short positions in equity securities.

Short positions may be effectuated through derivative instruments or through conventional short sales. When the Fund sells securities short, it sells a security that it does not own (but has borrowed) at its current market price in anticipation that the price of the security will decline. To complete, or close out, the short sale transaction, the Fund buys the same security in the market at a later date and returns it to the lender. The Adviser expects that the Fund’s long positions will be effectuated both through derivatives and actual purchases of fixed-income securities. The Fund may invest in fixed-income securities with a range of maturities from short- to long-term, and expects to maintain a weighted average duration of between -3 and 6 years. The Fund would have a negative duration when the Adviser expects the value of the Fund’s assets to increase as interest rates rise.

AB CREDIT LONG/SHORT PORTFOLIO  • 1

While the Fund’s investments will be focused on U.S. dollar-denominated securities, the Fund may invest to a lesser extent in securities denominated in foreign currencies. Fluctuations in currency exchange rates can have a dramatic impact on the returns of fixed-income securities. While the Adviser may hedge the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives, it is not required to do so. The Fund may take long and short positions in currencies (or related derivatives) independent of any such security positions, including taking a position in a currency when it does not hold any securities denominated in that currency.

The Fund expects to use derivatives, such as options, futures, forwards and swaps, to a significant extent. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Fund’s exposure. The Fund may, for example, use credit default, interest rate and total return swaps to establish exposure to the fixed-income markets or particular fixed-income securities and, as noted above, may use currency derivatives to hedge foreign currency exposure.

The Fund may borrow money and enter into transactions such as reverse repurchase agreements that are similar to borrowings (in addition to the borrowing of securities inherent in short sale transactions) for investment purposes. As a result of these borrowing transactions and the use of derivatives,

the Fund will at times be highly leveraged, with aggregate exposure (long and short) substantially in excess of its net assets.

The Fund is “non-diversified”, which means that it may concentrate its assets in a smaller number of issuers than a diversified fund.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Bank of America Merrill Lynch (“BofA ML”) 3-Month U.S. Treasury Bill Index, for the six-month period ended April 30, 2015 and the period since the Fund’s inception through April 30, 2015.

During the six-month period, all share classes of the Fund underperformed the benchmark; since inception, Class A and Advisor Class shares outperformed, while Class C underperformed. Performance during both periods was primarily driven by single-name relative value pair trading, which entails matching a long position with a short position in a pair of highly correlated instruments such as two bonds; and select capital structure relative value positions, which involve going long one security in a company’s capital structure while at the same time going short another security in the same company’s capital structure. The Fund’s energy positions contributed relative to the benchmark, despite generally flat net positioning. In particular, short positions in several higher breakeven exploration and production (“E&P”) bonds generated performance, partially offset by losses

2 •  AB CREDIT LONG/SHORT PORTFOLIO

on other E&P positions and losses on longs in the oil field services sector. Long positions in health care/pharmaceutical company bonds and bank subordinated capital instruments contributed to performance, while long positions in the metals & mining sector were detractors. Investment-grade spread flatteners also modestly detracted from the Fund’s performance, as spread curves remained very steep throughout the period.

The Fund utilized derivatives including Treasury futures for hedging and investment purposes, which added to performance for the six-month period and detracted for the period since inception, in absolute terms; currencies for hedging and investment purposes detracted for the six-month period and added for the period since inception; purchased options, credit default swaps, interest rate swaps and total return swaps for hedging and investment purposes detracted from performance during both periods; written options for hedging and investment purposes

added to performance during both periods.

Market Review and Investment Strategy

During both periods, volatility returned to global credit markets, as questions regarding global growth, the commodity outlook, and the U.S. Federal Reserve’s plans to begin hiking short-term rates, among others, dogged global markets. With increased volatility in the overall capital markets, the Fund’s Investment Policy team (the “Team”) is maintaining a broadly neutral risk allocation; its focus remains on identifying idiosyncratic relative value opportunities. The Team has kept the Fund’s overall positioning in Europe relatively conservative, with a modest net short exposure in select expensive securities. Despite a recent recovery in commodity prices, the Team still believes that a cautious, fundamentally-driven approach to the energy and mining sectors remains warranted, given the potential downside risks.

AB CREDIT LONG/SHORT PORTFOLIO  • 3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Bank of America Merrill Lynch^® 3-Month U.S. Treasury Bill Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The BofA ML 3-Month U.S. Treasury Bill Index measures the performance of Treasury securities maturing in 90 days. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. A fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, negative perceptions of the junk bond market generally and less secondary market liquidity. These securities are often able to be “called” or repurchased by the issuer prior to their maturity date, forcing the Fund to reinvest the proceeds, possibly at a lower rate of return.

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

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

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

Short Sale Risk: Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which it sold the

(Disclosures, Risks and Note about Historical Performance continued on next page)

4 •  AB CREDIT LONG/SHORT PORTFOLIO

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

security. The amount of such loss is theoretically unlimited, as it will be based on the increase in value of the security sold short. In contrast, the risk of loss from a long position is limited to the Fund’s investment in the security, because the price of the security cannot fall below zero. The Fund may not always be able to close out a short position on favorable terms.

Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers.

These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

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

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

Diversification Risk: The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

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

Management Risk: The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abglobal.com. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Fund will achieve over a longer period.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB CREDIT LONG/SHORT PORTFOLIO  • 5

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months		Since Inception*
AB Credit Long/Short Portfolio
Class A		-0.45%		0.12%
Class C		-0.84%		-0.63%
Advisor Class†		-0.35%		0.35%
BofA ML 3-Month U.S. Treasury Bill Index		0.01%		0.02%
*    Inception date: 5/7/2014. †     Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

6 •  AB CREDIT LONG/SHORT PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*
Class A Shares								-2.30	%
Since Inception†		0.12	%		-4.10	%
Class C Shares								-3.15	%
Since Inception†		-0.63	%		-1.62	%
Advisor Class Shares‡								-2.16	%
Since Inception†		0.35	%		0.35	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 4.29%, 6.31% and 5.37% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios exclusive of interest expense, dividend expense, borrowing costs and brokerage expense on securities sold short to 1.35%, 2.10% and 1.10% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursements may not be terminated before January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* SEC yields are calculated based on SEC guidelines for the 30-day period ended April 30, 2015.

^†  Inception date: 5/7/2014.

^‡  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

AB CREDIT LONG/SHORT PORTFOLIO  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A Shares
Since Inception†		-4.88	%
Class C Shares
Since Inception†		-2.32	%
Advisor Class Shares‡
Since Inception†		-0.46	%

^†  Inception date: 5/7/2014.

^‡  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

8 •  AB CREDIT LONG/SHORT PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	995.50	$	22.46		4.54	%
Hypothetical**	$	1,000	$	1,002.28	$	22.54		4.54	%
Class C
Actual	$	1,000	$	991.60	$	26.22		5.31	%
Hypothetical**	$	1,000	$	998.46	$	26.31		5.31	%
Advisor Class
Actual	$	1,000	$	996.50	$	20.94		4.23	%
Hypothetical**	$	1,000	$	1,003.82	$	21.02		4.23	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB CREDIT LONG/SHORT PORTFOLIO  • 9

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $21.1

SECTOR BREAKDOWN^*

	Long			Short
Agencies		0.6	%		—	%
Bank Loans		1.3			—
Collateralized Mortgage Obligations		1.9			—
Common Stocks		5.4			—
Corporates – Investment Grade		11.7			-27.1
Corporates – Non-Investment Grade		53.5			-31.1
Emerging Markets – Corporate Bonds		1.0			—
Emerging Markets – Sovereigns		1.1			-0.9
Governments – Sovereign Agencies		2.9			—
Options Purchased – Puts		0.2			—
Preferred Stocks		2.3			—
Quasi-Sovereigns		1.4			-1.1
Warrants		0.1			—

NET COUNTRY EXPOSURE (TOP THREE)^*

Long
United States	25.2	%
United Kingdom	2.8
Netherlands	2.5

Short
Italy	-4.6	%
Spain	-4.3
Denmark	-1.8

TEN LARGEST HOLDINGS^*

Long
Company
Societe Generale SA	3.0	%
Petrobras Global Finance BV	2.9
ArcelorMittal	2.3
BlackRock Debt Strategies Fund, Inc.	2.2
Lloyds Bank PLC	1.9
CNH Industrial Capital LLC	1.9
Yamana Gold, Inc.	1.5
Noble Holding International Ltd.	1.5
HSBC Holdings PLC	1.5
Teck Resources Ltd.	1.5

Short
Company
TDC A/S	-2.5	%
Intesa Sanpaolo SpA	-1.9
Teck Resources Ltd.	-1.9
DCP Midstream LLC	-1.9
Petrobras Global Finance BV	-1.9
Noble Holding International Ltd.	-1.8
Societe Generale SA	-1.8
CNH Industrial Finance Europe SA	-1.6
ArcelorMittal	-1.6
Barrick Gold Corp.	-1.4

* Holdings are expressed as a percentage of total net assets and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).”

10 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio Summary, Net Country Exposure (Top Three) and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

		Principal Amount (000)		U.S. $ Value
CORPORATES – NON-INVESTMENT GRADE – 53.5%
Industrial – 35.9%
Basic – 4.4%
ArcelorMittal 6.00%, 8/05/20	U.S.$		400	$	417,500
7.50%, 3/01/41			65		66,462
7.75%, 10/15/39			5		5,163
Cliffs Natural Resources, Inc. 7.75%, 3/31/20(a)			48		34,440
8.25%, 3/31/20(a)			44		43,175
FMG Resources August 206 Pty Ltd. 9.75%, 3/01/22(a)			73		75,236
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/18(a)			52		13,130
Molycorp, Inc. 10.00%, 6/01/20			28		13,895
Smurfit Kappa Acquisitions 4.875%, 9/15/18(a)			200		210,500
Thompson Creek Metals Co., Inc. 7.375%, 6/01/18			57		49,305
					928,806
Capital Goods – 3.2%
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Is 6.00%, 6/15/17(a)			97		98,212
Bombardier, Inc. 6.125%, 1/15/23(a)			15		14,336
7.45%, 5/01/34(a)			100		94,500
7.50%, 3/15/25(a)			83		82,274
CNH Industrial Capital LLC 3.375%, 7/15/19(a)			400		392,000
					681,322
Communications - Media – 4.0%
DISH DBS Corp. 5.875%, 11/15/24			66		65,010
Gannett Co., Inc. 4.875%, 9/15/21(a)			32		32,880
iHeartCommunications, Inc. 6.875%, 6/15/18			104		95,160
9.00%, 9/15/22			95		90,725
10.00%, 1/15/18			35		30,625
Intelsat Jackson Holdings SA 5.50%, 8/01/23			70		65,888
Nexstar Broadcasting, Inc. 6.875%, 11/15/20			94		99,640
Sirius XM Radio, Inc. 5.375%, 4/15/25(a)			68		68,340

AB CREDIT LONG/SHORT PORTFOLIO  • 11

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Univision Communications, Inc. 5.125%, 2/15/25(a)	U.S.$		88	$	88,660
Ziggo Bond Finance BV 5.875%, 1/15/25(a)			205		212,687
					849,615
Communications - Telecommunications – 3.5%
CenturyLink, Inc. Series U 7.65%, 3/15/42			102		102,510
Sprint Capital Corp. 8.75%, 3/15/32			290		297,250
Sprint Corp. 7.125%, 6/15/24			135		129,769
T-Mobile USA, Inc. 6.375%, 3/01/25			200		205,398
					734,927
Consumer Cyclical - Automotive – 1.7%
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			190		196,888
Servus Luxembourg Holding SCA 7.75%, 6/15/18(a)	EUR		138		161,659
					358,547
Consumer Cyclical - Other – 0.7%
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375%, 5/01/22(a)	U.S.$		110		87,450
PulteGroup, Inc. 6.375%, 5/15/33			51		52,785
7.875%, 6/15/32			13		15,145
					155,380
Consumer Cyclical - Retailers – 3.4%
American Tire Distributors, Inc. 10.25%, 3/01/22(a)			100		104,750
Cash America International, Inc. 5.75%, 5/15/18			120		124,500
Family Tree Escrow LLC 5.75%, 3/01/23(a)			120		126,000
Rite Aid Corp. 6.125%, 4/01/23(a)			201		208,286
Serta Simmons Holdings LLC 8.125%, 10/01/20(a)			135		143,100
					706,636
Consumer Non-Cyclical – 5.9%
Acadia Healthcare Co., Inc. 5.625%, 2/15/23(a)			47		48,058
CHS/Community Health Systems, Inc. 6.875%, 2/01/22			96		101,880

12 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
HCA, Inc. 4.25%, 10/15/19	U.S.$		126	$	131,670
IASIS Healthcare LLC/IASIS Capital Corp. 8.375%, 5/15/19			100		103,750
Jaguar Holding Co. I 9.375% (9.375% Cash or 10.25% PIK), 10/15/17(a)(b)			149		152,352
MPH Acquisition Holdings LLC 6.625%, 4/01/22(a)			97		101,851
PC Nextco Holdings LLC/PC Nextco Finance, Inc. 8.75%, 8/15/19			86		87,720
PRA Holdings, Inc. 9.50%, 10/01/23(a)			54		60,953
RSI Home Products, Inc. 6.50%, 3/15/23(a)			100		104,250
Sun Products Corp. (The) 7.75%, 3/15/21(a)			48		42,300
Tenet Healthcare Corp. 6.875%, 11/15/31			110		102,850
Valeant Pharmaceuticals International, Inc. 6.125%, 4/15/25(a)			202		208,817
					1,246,451
Energy – 5.7%
Cobalt International Energy, Inc. 2.625%, 12/01/19(c)			64		49,120
DCP Midstream Operating LP 5.60%, 4/01/44			350		303,425
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22			200		197,000
Offshore Group Investment Ltd. 7.125%, 4/01/23			250		160,000
Pacific Drilling SA 5.375%, 6/01/20(a)			135		114,413
Paragon Offshore PLC 7.25%, 8/15/24(a)			149		61,835
Sabine Pass Liquefaction LLC 5.625%, 3/01/25(a)			153		153,849
Transocean, Inc. 6.80%, 3/15/38			200		153,000
					1,192,642
Other Industrial – 2.0%
General Cable Corp. 4.50%, 11/15/29(c)(d)			85		64,759
Laureate Education, Inc. 10.00%, 9/01/19(a)			315		307,125
Modular Space Corp. 10.25%, 1/31/19(a)			68		55,080
					426,964

AB CREDIT LONG/SHORT PORTFOLIO  • 13

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Technology – 1.4%
Avaya, Inc. 10.50%, 3/01/21(a)	U.S.$		112	$	98,560
BMC Software Finance, Inc. 8.125%, 7/15/21(a)			100		91,750
Brightstar Corp. 7.25%, 8/01/18(a)			90		95,737
					286,047
					7,567,337
Financial Institutions – 14.4%
Banking – 9.5%
ABN AMRO Bank NV 4.31%, 3/10/16(e)	EUR		71		81,117
Bank of America Corp. Series AA 6.10%, 3/17/25(e)	U.S.$		205		209,100
Barclays Bank PLC 6.86%, 6/15/32(a)(e)			73		82,855
BNP Paribas SA 5.186%, 6/29/15(a)(e)			97		97,378
Credit Agricole SA 6.625%, 9/23/19(a)(e)			210		212,197
Credit Suisse Group AG 7.50%, 12/11/23(a)(e)			200		214,000
Danske Bank A/S 5.684%, 2/15/17(e)	GBP		56		89,184
ING Groep NV 6.50%, 4/16/25(e)	U.S.$		200		199,000
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			85		95,409
Societe Generale SA 7.875%, 12/18/23(a)(e)			200		208,000
8.25%, 11/29/18(a)(e)			400		425,000
UBS Preferred Funding Trust V Series 1 6.243%, 5/15/16(e)			94		97,771
					2,011,011
Brokerage – 1.0%
GFI Group, Inc. 10.375%, 7/19/18(d)			202		223,715
Finance – 1.7%
Enova International, Inc. 9.75%, 6/01/21			96		94,080
International Lease Finance Corp. 8.25%, 12/15/20			156		191,100
TMX Finance LLC/TitleMax Finance Corp. 8.50%, 9/15/18(a)			94		67,210
					352,390

14 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Other Finance – 1.4%
Argos Merger Sub, Inc. 7.125%, 3/15/23(a)	U.S.$		196	$	205,800
CNG Holdings, Inc./OH 9.375%, 5/15/20(a)			100		72,000
iPayment, Inc. 9.50%, 12/15/19(a)			1		1,037
Series AI 9.50%, 12/15/19			11		10,602
					289,439
REITS – 0.8%
Communications Sales & Leasing, Inc. 8.25%, 10/15/23(a)			160		164,200
					3,040,755
Utility – 3.2%
Electric – 3.2%
Calpine Corp. 7.875%, 1/15/23(a)			74		81,400
Dynegy, Inc. 7.375%, 11/01/22(a)			115		122,475
GenOn Energy, Inc. 7.875%, 6/15/17			97		97,242
NRG Energy, Inc. 6.25%, 7/15/22			23		23,863
6.625%, 3/15/23			42		44,205
Series WI 6.25%, 5/01/24			21		21,473
PPL Energy Supply LLC 4.60%, 12/15/21			118		110,354
RJS Power Holdings LLC 5.125%, 7/15/19(a)			171		168,007
					669,019
Total Corporates – Non-Investment Grade (cost $11,559,058)					11,277,111
CORPORATES – INVESTMENT GRADE – 11.7%
Industrial – 7.8%
Basic – 1.9%
Newmont Mining Corp. 4.875%, 3/15/42			100		89,212
Teck Resources Ltd. 4.50%, 1/15/21			300		307,899
					397,111
Capital Goods – 1.5%
Yamana Gold, Inc. 4.95%, 7/15/24			324		324,076

AB CREDIT LONG/SHORT PORTFOLIO  • 15

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Energy – 3.2%
Cenovus Energy, Inc. 4.45%, 9/15/42	U.S.$		135	$	125,112
Encana Corp. 5.15%, 11/15/41			100		101,882
Noble Holding International Ltd. 5.25%, 3/15/42			400		313,093
Williams Cos., Inc. (The) 5.75%, 6/24/44			135		127,005
					667,092
Services – 0.7%
Amazon.com, Inc. 4.95%, 12/05/44			135		143,414
Technology – 0.5%
Hewlett-Packard Co. 6.00%, 9/15/41			100		110,166
					1,641,859
Financial Institutions – 3.9%
Banking – 3.4%
HSBC Holdings PLC 6.375%, 3/30/25(e)			300		309,375
Lloyds Bank PLC 6.50%, 9/14/20(a)			350		410,531
					719,906
Finance – 0.5%
HSBC Finance Capital Trust IX 5.911%, 11/30/35			100		101,770
					821,676
Total Corporates – Investment Grade (cost $2,413,401)					2,463,535
		Shares
COMMON STOCKS – 5.4%
Beazer Homes USA, Inc.(f)			1,700		29,767
BlackRock Debt Strategies Fund, Inc.			122,300		464,740
BT Group PLC			7,780		54,262
Clear Channel Outdoor Holdings, Inc. – Class A			4,650		52,917
Community Health Systems, Inc.(f)			520		27,914
DISH Network Corp. – Class A(f)			400		27,064
Dynegy, Inc.(f)			1,360		45,247
eDreams ODIGEO SA(f)			5,380		20,575
Emeco Holdings Ltd.(f)			92,500		7,261
Enova International, Inc.(f)			1,000		18,510
General Motors Co.			1,700		59,602
iPayment, Inc.			714		2,498
Jones Energy, Inc. – Class A(f)			3,150		32,319

16 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

Company		Shares		U.S. $ Value
Koninklijke KPN NV			6,700	$	24,842
LyondellBasell Industries NV – Class A			230		23,810
Nortek, Inc.(f)			590		49,926
Nuverra Environmental Solutions, Inc.(f)			1,420		5,765
Quicksilver Resources, Inc.(f)			2,600		76
TDC A/S			7,260		55,273
Time Warner Cable, Inc. – Class A			337		52,410
Townsquare Media, Inc. – Class A(f)			2,620		35,789
Triangle Petroleum Corp.(f)			3,670		21,910
Whiting Petroleum Corp.(f)			660		25,021
Total Common Stocks (cost $1,130,269)					1,137,498
		Principal Amount (000)
GOVERNMENTS – SOVEREIGN AGENCIES – 2.9%
Brazil – 2.9%
Petrobras Global Finance BV 5.625%, 5/20/43 (cost $614,771)	U.S.$		750		619,500
		Shares
PREFERRED STOCKS – 2.3%
Financial Institutions – 1.9%
Banking – 1.4%
GMAC Capital Trust I 8.125%			7,250		190,530
Goldman Sachs Group, Inc. (The) Series J 5.50%			3,925		97,497
					288,027
REITS – 0.5%
Public Storage Series W 5.20%			4,550		109,655
					397,682
Industrial – 0.4%
Energy – 0.4%
Energy XXI Ltd. 5.625%			500		28,500
Sanchez Energy Corp. 4.875%			1,550		62,097
					90,597
Total Preferred Stocks (cost $470,511)					488,279

AB CREDIT LONG/SHORT PORTFOLIO  • 17

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.9%
Non-Agency Fixed Rate – 1.9%
Alternative Loan Trust Series 2005-86CB, Class A8 5.50%, 2/25/36	U.S.$		95	$	89,032
CHL Mortgage Pass-Through Trust Series 2006-9, Class A11 6.00%, 5/25/36			93		84,983
GSR Mortgage Loan Trust Series 2006-9F, Class 4A1 6.50%, 10/25/36			47		41,240
Morgan Stanley Mortgage Loan Trust Series 2007-10XS, Class A2 6.25%, 7/25/47			94		70,807
Wells Fargo Mortgage Backed Securities Trust Series 2007-10, Class 1A7 6.00%, 7/25/37			39		38,389
Series 2007-2, Class 1A18 5.75%, 3/25/37			81		78,803
Total Collateralized Mortgage Obligations (cost $406,292)					403,254
QUASI-SOVEREIGNS – 1.4%
Quasi-Sovereign Bonds – 1.4%
Venezuela – 1.4%
Petroleos de Venezuela SA 6.00%, 5/16/24(a) (cost $377,453)			700		295,750
BANK LOANS – 1.3%
Industrial – 1.3%
Communications - Media – 0.4%
TWCC Holding Corp. 7.00%, 6/26/20(g)			100		93,500
Consumer Cyclical - Automotive – 0.4%
TI Group Automotive Systems LLC 4.25%, 7/02/21(g)			74		74,105
Other Industrial – 0.5%
Orbitz Worldwide, Inc. 4.50%, 4/15/21(g)			94		93,839
Total Bank Loans (cost $267,650)					261,444

18 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
EMERGING MARKETS – SOVEREIGNS – 1.1%
Venezuela – 1.1%
Venezuela Government International Bond 9.25%, 9/15/27 (cost $194,266)	U.S.$		450	$	220,500
EMERGING MARKETS – CORPORATE BONDS – 1.0%
Industrial – 1.0%
Basic – 1.0%
Sappi Papier Holding GmbH 7.75%, 7/15/17(a) (cost $216,956)			200		217,000
AGENCIES – 0.6%
United States – 0.6%
CITGO Petroleum Corp. 6.25%, 8/15/22(a) (cost $132,210)			132		129,030
		Contracts
OPTIONS PURCHASED – PUTS – 0.2%
Options on Equities – 0.1%
Cliffs Natural Resources, Inc. Expiration: Jun 2015, Exercise Price: $ 5.00(f)(h)			118		3,540
Tesla Motors, Inc. Expiration: Jan 2016, Exercise Price: $ 130.00(f)(h)			11		3,878
Tesla Motors, Inc. Expiration: Jan 2016, Exercise Price: $ 190.00(f)(h)			11		17,517
					24,935
Options on Funds and Investment Trusts – 0.1%
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 185.00(f)(h)			47		259
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 200.00(f)(h)			64		2,752
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 206.00(f)(h)			31		4,262
					7,273

AB CREDIT LONG/SHORT PORTFOLIO  • 19

Portfolio of Investments

	Notional Amount (000)		U.S. $ Value
Swaptions – 0.0%
CDX NAHY.24 RTP, Barclays Bank PLC (Buy Protection) Expiration: May 2015, Exercise Rate: 0.01%(f)		1,400	$	3,977
IRS Swaption, Goldman Sachs International Expiration: Jul 2015, Pay 2.706%, Receive 3-month LIBOR (BBA)(f)		120		1,939
IRS Swaption, Goldman Sachs International Expiration: Jul 2015, Pay 2.956%, Receive 3-month LIBOR (BBA)(f)		170		807
IRS Swaption, JPMorgan Chase Bank Expiration: May 2015, Pay 3.06%, Receive 3-month LIBOR (BBA)(f)		410		– 0	–^
IRS Swaption, JPMorgan Chase Bank Expiration: May 2015, Pay 3.31%, Receive 3-month LIBOR (BBA)(f)		450		– 0	–
				6,723
Total Options Purchased – Puts (premiums paid $70,780)				38,931
	Shares
WARRANTS – 0.1%
iPayment Holdings, Inc., expiring 12/29/22(f)(i)(j)		13,856		4,157
Peugeot SA, expiring 4/29/17(f)		2,250		9,259
Total Warrants (cost $10,219)				13,416
	Contracts
OPTIONS PURCHASED – CALLS – 0.0%
Options on Forward Contracts – 0.0%
USD/TRY Expiration: Jul 2015, Exercise Price: TRY 2.67(f)		560,700		3,788
Options on Funds and Investment Trusts – 0.0%
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 216.00(f)(h)		92		598
SPDR S&P Oil & Gas Exploration Expiration: May 2015, Exercise Price: $ 58.00(f)(h)		69		2,864
				3,462

20 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

Company		Contracts			U.S. $ Value
Options on Equity Indices – 0.0%
DAX Index Expiration: May 2015, Exercise Price: EUR 12,200.00(f)(k)			19		$	594
DAX Index Expiration: May 2015, Exercise Price: EUR 12,500.00(f)(k)			19			182
						776
Total Options Purchased – Calls (premiums paid $17,429)						8,026
		Shares
SHORT-TERM INVESTMENTS – 1.4%
Investment Companies – 0.9%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(l)(m) (cost $191,027)			191,027			191,027
		Principal Amount (000)
U.S. Treasury Bills – 0.5%
U.S. Treasury Bill Zero Coupon, 5/14/15 (cost $99,999)(n)	U.S.$		100			99,999
Total Short-Term Investments (cost $291,026)						291,026
Total Investments Before Securities Sold Short – 84.8% (cost $18,172,291)						17,864,300
SECURITIES SOLD SHORT – (60.2)%
CORPORATES – NON-INVESTMENT GRADE – (31.1)%
Financial Institutions – (5.8)%
Banking – (4.9)%
Bankia SA 3.50%, 1/17/19(a)	EUR		(200	)		(242,358	)
Credit Suisse Group AG 6.25%, 12/18/24(a)(e)	U.S.$		(200	)		(198,000	)
Societe Generale SA 6.00%, 1/27/20(a)(e)			(400	)		(381,240	)
UniCredit SpA 8.00%, 6/03/24(a)(e)			(200	)		(204,400	)
						(1,025,998	)
Finance – (0.9)%
iStar Financial, Inc. 5.00%, 7/01/19			(200	)		(199,250	)
						(1,225,248	)

AB CREDIT LONG/SHORT PORTFOLIO  • 21

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Industrial – (23.7)%
Basic – (3.9)%
ArcelorMittal 2.875%, 7/06/20(a)	EUR		(300	)	$	(337,124	)
Chemtura Corp. 5.75%, 7/15/21	U.S.$		(200	)		(206,750	)
Hexion, Inc. 6.625%, 4/15/20			(200	)		(187,000	)
Rayonier AM Products, Inc. 5.50%, 6/01/24(a)			(100	)		(88,000	)
						(818,874	)
Capital Goods – (5.9)%
Associated Materials LLC/AMH New Finance, Inc. 9.125%, 11/01/17			(100	)		(85,000	)
BlueLine Rental Finance Corp. 7.00%, 2/01/19(a)			(200	)		(204,020	)
Clean Harbors, Inc. 5.125%, 6/01/21			(198	)		(201,960	)
CNH Industrial Finance Europe SA Series G 2.75%, 3/18/19(a)	EUR		(300	)		(343,068	)
Terex Corp. 6.00%, 5/15/21	U.S.$		(200	)		(203,000	)
United Rentals North America, Inc. 5.75%, 11/15/24			(200	)		(205,500	)
						(1,242,548	)
Communications - Media – (1.6)%
CCO Holdings LLC/CCO Holdings Capital Corp. 5.75%, 1/15/24			(131	)		(132,638	)
Lamar Media Corp. 5.875%, 2/01/22			(200	)		(211,500	)
						(344,138	)
Consumer Cyclical - Automotive – (2.9)%
Gestamp Funding Luxembourg SA 5.875%, 5/31/20(a)	EUR		(134	)		(158,737	)
Jaguar Land Rover Automotive PLC 5.625%, 2/01/23(a)	U.S.$		(192	)		(203,520	)
Lear Corp. 5.375%, 3/15/24			(195	)		(202,800	)
Navistar International Corp. 8.25%, 11/01/21			(48	)		(47,460	)
						(612,517	)
Consumer Cyclical - Retailers – (1.9)%
CST Brands, Inc. 5.00%, 5/01/23			(200	)		(206,000	)
Rent-A-Center, Inc./TX 6.625%, 11/15/20			(200	)		(197,480	)
						(403,480	)

22 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Consumer Non-Cyclical – (2.6)%
ACCO Brands Corp. 6.75%, 4/30/20	U.S.$		(200	)	$	(210,500	)
HCA, Inc. 5.875%, 5/01/23			(197	)		(213,006	)
Unilabs Subholding AB 8.50%, 7/15/18(a)	EUR		(100	)		(117,057	)
						(540,563	)
Energy – (3.9)%
California Resources Corp. 6.00%, 11/15/24(a)	U.S.$		(100	)		(94,000	)
DCP Midstream LLC 6.75%, 9/15/37(a)			(400	)		(393,470	)
EP Energy LLC/Everest Acquisition Finance, Inc. 9.375%, 5/01/20			(100	)		(107,000	)
Halcon Resources Corp. 8.875%, 5/15/21			(100	)		(78,100	)
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19			(100	)		(84,500	)
SandRidge Energy, Inc. 7.50%, 3/15/21			(113	)		(77,688	)
						(834,758	)
Services – (1.0)%
Realogy Group LLC/Realogy Co-Issuer Corp. 4.50%, 4/15/19(a)			(200	)		(203,420	)
						(5,000,298	)
Utility – (1.6)%
Electric – (1.6)%
Calpine Corp. 6.00%, 1/15/22(a)			(189	)		(199,867	)
Enel SpA 6.50%, 1/10/74(a)	EUR		(100	)		(125,479	)
						(325,346	)
Total Corporates – Non-Investment Grade (proceeds $6,668,334)						(6,550,892	)
CORPORATES – INVESTMENT GRADE – (27.1)%
Financial Institutions – (3.8)%
Banking – (2.7)%
BNP Paribas SA 2.875%, 3/20/26(a)			(150	)		(174,985	)
Intesa Sanpaolo SpA 4.00%, 10/30/23(a)			(300	)		(402,902	)
						(577,887	)
Finance – (1.1)%
EXOR SpA 2.50%, 10/08/24(a)			(200	)		(232,090	)
						(809,977	)

AB CREDIT LONG/SHORT PORTFOLIO  • 23

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Industrial – (20.4)%
Basic – (5.2)%
Barrick Gold Corp. 4.10%, 5/01/23	U.S.$		(300	)	$	(296,060	)
Glencore Funding LLC 4.625%, 4/29/24(a)			(200	)		(206,302	)
Newmont Mining Corp. 3.50%, 3/15/22			(200	)		(197,162	)
Teck Resources Ltd. 3.00%, 3/01/19			(400	)		(398,663	)
						(1,098,187	)
Communications - Telecommunications – (3.8)%
TDC A/S 5.625%, 2/23/23(a)	GBP		(300	)		(532,007	)
Telefonica Emisiones SAU Series G 3.987%, 1/23/23(a)	EUR		(200	)		(269,080	)
						(801,087	)
Consumer Non-Cyclical – (3.4)%
Carrefour SA 1.75%, 7/15/22(a)			(200	)		(235,187	)
Casino Guichard Perrachon SA 3.311%, 1/25/23(a)			(200	)		(253,152	)
Kraft Foods Group, Inc. 5.375%, 2/10/20	U.S.$		(195	)		(221,030	)
						(709,369	)
Energy – (6.0)%
Cenovus Energy, Inc. 3.80%, 9/15/23			(200	)		(200,751	)
Encana Corp. 3.90%, 11/15/21			(200	)		(209,718	)
Noble Holding International Ltd. 6.95%, 4/01/45			(400	)		(387,206	)
Repsol International Finance BV 3.625%, 10/07/21(a)	EUR		(200	)		(258,034	)
Williams Cos., Inc. (The) 4.55%, 6/24/24	U.S.$		(200	)		(196,604	)
						(1,252,313	)
Services – (1.0)%
Amazon.com, Inc. 3.80%, 12/05/24			(200	)		(208,046	)
Technology – (1.0)%
Hewlett-Packard Co. 4.65%, 12/09/21			(200	)		(218,884	)
						(4,287,886	)

24 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Non Corporate Sectors – (1.9)%
Agencies - Not Government Guaranteed – (1.9)%
Petrobras Global Finance BV 7.25%, 3/17/44	U.S.$		(400	)	$	(392,900	)
Utility – (1.0)%
Electric – (1.0)%
RWE AG 7.00%, 10/12/72(a)			(200	)		(215,600	)
Total Corporates – Investment Grade (proceeds $5,757,673)						(5,706,363	)
QUASI-SOVEREIGNS – (1.1)%
Quasi-Sovereign Bonds – (1.1)%
Venezuela – (1.1)%
Petroleos de Venezuela SA 5.375%, 4/12/27(a) (proceeds $346,552)			(600	)		(240,060	)
EMERGING MARKETS – SOVEREIGNS – (0.9)%
Venezuela – (0.9)%
Venezuela Government International Bond 9.375%, 1/13/34 (proceeds $156,839)			(400	)		(181,000	)
Total Securities Sold Short (proceeds $12,929,398)						(12,678,315	)
Total Investments, Net of Securities Sold Short – 24.6% (cost $5,242,893)						5,185,985
Other assets less liabilities – 75.4%						15,888,746
Net Assets – 100.0%					$	21,074,731

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at April 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		3		June 2015	$	121,602	$	120,190	$	(1,412	)
U.S. T-Note 5 Yr (CBT) Futures		13		June 2015		1,547,223		1,561,727		14,504
U.S. T-Note 10 Yr (CBT) Futures		5		June 2015		636,844		641,875		5,031
Sold Contracts
U.S. Long Bond (CBT) Futures		2		June 2015		320,763		319,188		1,575
									$	19,698

AB CREDIT LONG/SHORT PORTFOLIO  • 25

Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG		TRY     294		USD     105		7/27/15	$	(2,528	)
Goldman Sachs Bank USA		USD     368		GBP     248		6/04/15		11,682
State Street Bank & Trust Co.		AUD       15		USD       12		5/15/15		(235	)
State Street Bank & Trust Co.		CAD     135		USD     108		5/15/15		(4,155	)
State Street Bank & Trust Co.		USD         8		AUD       10		5/15/15		87
State Street Bank & Trust Co.		DKK     365		USD       52		6/10/15		(2,432	)
State Street Bank & Trust Co.		USD     105		TRY     294		7/27/15		2,349
UBS AG		USD  2,953		EUR  2,687		6/18/15		65,612
							$	70,380

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
SPDR S&P 500 ETF Trust(h)		64	$	190.00		5/15/15	$	1,533	$	(576	)
SPDR S&P 500 ETF Trust(h)		31		202.00		5/15/15		836		(1,953	)
Tesla Motors, Inc.(h)		22		160.00		1/15/16		31,943		(17,545	)
							$	34,312	$	(20,074	)

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note D)

Description	Counterparty	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
Put – CDX-NAHY Series 24, 5 Year Index	Barclays Bank PLC		Sell		0.01	%		5/20/15	$	1,400	$	1,400	$	(694	)

CURRENCY OPTIONS WRITTEN (see Note D)

Description	Exercise Price		Expiration Date		Contracts (000)		Premiums Received		U.S. $ Value
Put – USD vs. TRY	$	3.01		7/24/15	TRY	632	$	3,387	$	(1,978	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co. LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)%		2.72	%	$	223	$	(20,357	)	$	(7,707	)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)		2.72			126		(11,506	)		(4,969	)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)		2.72			97		(8,851	)		(3,265	)

26 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)%		2.72	%	$	1,148	$	(104,779	)	$	(53,987	)
CDX-NAHY Series 23, 5 Year Index, 12/20/19*		(5.00	)		3.00			970		(84,732	)		(15,905	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.39			1,020		(77,866	)		(7,188	)
CDX-NAIG Series 23, 5 Year Index, 12/20/19*		(1.00	)		0.64			2,500		(43,624	)		405
iTraxx-XOVER Series 21, 5 Year Index, 6/20/19*		(5.00	)		1.79		EUR	90		(13,332	)		(390	)
iTraxx-XOVER Series 21, 5 Year Index, 6/20/19*		(5.00	)		1.79			780		(115,544	)		(9,648	)
iTraxx-XOVER Series 21, 5 Year Index, 6/20/19*		(5.00	)		1.79			570		(84,436	)		2,692
iTraxx-XOVER Series 23, 5 Year Index, 6/20/20*		(5.00	)		2.72			370		(46,238	)		(3,027	)
Sale Contracts
Morgan Stanley & Co. LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			2.72		$	1,188		108,408			24,441
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.39			610		46,567			(391	)
									$	(456,290	)	$	(78,939	)

* Termination Date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co. LLC/(CME)	$	2,000		5/09/19		1.732	%		3 Month LIBOR	$	(42,711	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Bank of America, NA:
ArcelorMittal, 6.125%, 6/01/18, 12/20/19*		(1.00	)%		2.40	%	EUR	160	$	11,343	$	14,130	$	(2,787	)

AB CREDIT LONG/SHORT PORTFOLIO  • 27

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Federative Republic of Brazil, 4.25%, 1/07/25, 6/20/20*		(1.00	)%		2.33	%	$	400	$	24,704		$	26,087		$	(1,383	)
United States Steel Corp., 6.65%, 6/01/37, 12/20/19*		(5.00	)		4.73			210		(2,695	)		(2,767	)		72
Barclays Bank PLC:
Boyd Gaming Corp., 7.125%, 2/01/16, 3/20/20*		(5.00	)		3.44			200		(14,532	)		(10,657	)		(3,875	)
Citibank:
Dell, Inc., 7.10%, 5/15/28, 12/20/19*		(1.00	)		1.64			200		5,826			10,121			(4,295	)
J. C. Penney Company, Inc., 6.375%, 10/15/36, 6/20/16*		(5.00	)		2.86			100		(2,999	)		2,460			(5,459	)
Koninklijke KPN N.V., 2/04/19, 6/20/20*		(1.00	)		0.68		EUR	350		(6,889	)		(6,336	)		(553	)
Quest Diagnostics Incorporated, 6.95%, 7/01/37, 12/20/19*		(1.00	)		0.65		$	500		(8,166	)		3,230			(11,396	)
Renault, 5.625%, 3/22/17, 12/20/19*		(1.00	)		0.63		EUR	330		(6,585	)		– 0	–		(6,585	)
Transocean, Inc., 7.375%, 4/15/18, 6/20/20*		(5.00	)		6.77		$	1,000		66,101			110,268			(44,167	)
Credit Suisse International:
BellSouth Corp., 6.55%, 6/15/34, 9/20/19*		(1.00	)		0.52			1,000		(21,430	)		(21,531	)		101
ConAgra Foods, Inc., 7.00%, 10/01/28, 12/20/21*		(1.00	)		0.80			600		(7,533	)		(5,758	)		(1,775	)
Fiat Chrysler Automobiles N.V., 5.625%, 6/12/17, 6/20/20*		(5.00	)		1.79		EUR	190		(34,714	)		(32,569	)		(2,145	)
Repsol SA, 4.875%, 2/19/19, 3/20/20*		(1.00	)		0.89			200		(1,305	)		1,184			(2,489	)
The Western Union Co., 3.65%, 8/22/18, 9/20/17*		(1.00	)		0.44		$	600		(8,191	)		(6,370	)		(1,821	)

28 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG:
Lloyds Bank PLC, 1.50%, 5/02/17, 12/20/19*		(1.00	)%		0.58	%	EUR	470	$	(10,770	)	$	(11,269	)	$	499
Goldman Sachs Bank USA:
Stena Aktiebolag, 6.13%, 2/01/17, 12/20/19*		(5.00	)		4.28			170		(6,262	)		4,871			(11,133	)
Goldman Sachs International:
British Telecommunications Public Ltd., Co., 5.75%, 12/07/28, 6/20/20*		(1.00	)		0.48			960		(30,009	)		(26,559	)		(3,450	)
Transocean, Inc., 7.375%, 4/15/18, 3/20/20*		(5.00	)		6.60		$	320		18,705			26,101			(7,396	)
JPMorgan Chase Bank:
Kohl’s Corporation, 6.25%, 12/15/17, 6/20/17*		(1.00	)		0.17			400		(7,627	)		(3,725	)		(3,902	)
Sale Contracts
Bank of America, NA:
Genworth Holdings, Inc., 6.515%, 5/22/18, 6/20/20*		5.00			3.23			20		1,735			909			826
Barclays Bank PLC:
Assured Guaranty Municipal Corp., 6.11%, 6/29/15, 6/20/20*		5.00			3.67			20		1,313			1,623			(310	)
Citibank:
Nabors Industries, Inc., 6.15%, 2/15/18, 6/20/20*		1.00			2.58			20		(1,456	)		(2,466	)		1,010
NRG Energy, Inc., 6.25%, 7/15/22, 6/20/19*		5.00			2.52			100		10,250			9,607			643
Safeway, Inc., 7.25%, 2/01/31, 6/20/20*		1.00			2.39			20		(1,299	)		(1,798	)		499
Staples, Inc., 2.75%, 1/12/18, 6/20/20*		1.00			1.64			20		(597	)		(877	)		280
Transocean, Inc., 7.375%, 4/15/18, 6/20/20*		1.00			6.77			1,200		(280,382	)		(309,657	)		29,275

AB CREDIT LONG/SHORT PORTFOLIO  • 29

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Weatherford International LLC, 4.50%, 4/15/22, 6/20/20*		1.00	%		2.41	%	$	20	$	(1,294	)	$	(1,910	)	$	616
Credit Suisse International:
AT&T, Inc., 1.60%, 2/15/17, 9/20/19*		1.00			0.53			1,000		20,919			24,993			(4,074	)
Avon Products, Inc., 6.50%, 3/01/19, 6/20/20*		1.00			5.66			20		(3,957	)		(3,809	)		(148	)
Freeport-McMoRan, Inc., 3.55%, 3/01/22, 6/20/20*		1.00			2.26			20		(1,167	)		(1,561	)		394
Teck Resources Ltd., 3.15%, 1/15/17, 6/20/20*		1.00			2.51			20		(1,402	)		(1,660	)		258
The Western Union Co., 3.65%, 8/22/18, 9/20/19*		1.00			1.10			400		(1,759	)		(4,891	)		3,132
Transocean, Inc., 7.375%, 4/15/18, 6/20/20*		1.00			6.77			20		(4,673	)		(4,649	)		(24	)
JPMorgan Chase Bank:
Kohl’s Corporation, 6.25%, 12/15/17, 6/20/19*		1.00			0.50			400		8,662			(4,784	)		13,446
									$	(298,135	)	$	(230,019	)	$	(68,116	)

* Termination Date

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Pay Total Return on Reference Obligation
JPMorgan Chase Bank iBoxx $ Liquid High Yield Index		4,541	LIBOR Plus 0.00%		USD 1,075		6/22/15	$	(6,363	)

^ Less than $ 0.50.

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $744,665 or 3.5% of net assets.

(b) Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at April 30, 2015.

30 •  AB CREDIT LONG/SHORT PORTFOLIO

Portfolio of Investments

(c) Convertible security.

(d) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2015.

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

(f) Non-income producing security.

(g) Floating Rate Security. Stated interest rate was in effect at April 30, 2015.

(h) One contract relates to 100 shares.

(i) Fair valued by the Adviser.

(j) Illiquid security.

(k) One contract relates to 1 share.

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

(m) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

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

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

DKK – Danish Krone

EUR – Euro

GBP – Great British Pound

TRY – Turkish Lira

USD – United States Dollar

Glossary:

BBA – British Bankers Association

CBT – Chicago Board of Trade

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

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CME – Chicago Mercantile Exchange

DAX – Deutscher Aktien Index (German Stock Index)

ETF – Exchange Traded Fund

INTRCONX – Inter-Continental Exchange

IRS – Interest Rate Swaption

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

SPDR – Standard & Poor’s Depository Receipt

See notes to financial statements.

AB CREDIT LONG/SHORT PORTFOLIO  • 31

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $17,981,264)	$	17,673,273
Affiliated issuers (cost $191,027)		191,027
Cash		12,764,367
Cash collateral due from broker		221,761
Foreign currencies, at value (cost $2,944,306)		3,016,939
Receivable for investment securities sold		1,059,678
Interest and dividends receivable		276,831
Upfront premium paid on credit default swaps		235,584
Unrealized appreciation on forward currency exchange contracts		79,730
Unrealized appreciation on credit default swaps		51,051
Receivable due from Adviser		22,592
Receivable for variation margin on exchange-traded derivatives		4,086
Prepaid expenses		1,636
Total assets		35,598,555
Liabilities
Options written, at value (premiums received $37,699)		22,052
Swaptions written, at value (premiums received $1,400)		694
Payable for securities sold short, at value (proceeds received $12,929,398)		12,678,315
Payable for investment securities purchased and foreign currency transactions		940,628
Upfront premium received on credit default swaps		465,603
Interest expense payable		196,735
Unrealized depreciation on credit default swaps		119,167
Unrealized depreciation on forward currency exchange contracts		9,350
Unrealized depreciation on total return swaps		6,363
Transfer Agent fee payable		1,493
Payable for variation margin on exchange-traded derivatives		1,342
Distribution fee payable		110
Accrued expenses		81,972
Total liabilities		14,523,824
Net Assets	$	21,074,731
Composition of Net Assets
Capital stock, at par	$	2,131
Additional paid-in capital		21,296,269
Undistributed net investment income		110,895
Accumulated net realized loss on investment and foreign currency transactions		(214,814	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(119,750	)
	$	21,074,731

See notes to financial statements.

32 •  AB CREDIT LONG/SHORT PORTFOLIO

Statement of Assets & Liabilities

Net Asset Value Per Share—9 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	134,861		13,653	$	9.88	*
C	$	100,307		10,191	$	9.84
Advisor	$	20,839,563		2,107,100	$	9.89

* The maximum offering price per share for Class A shares was $10.32 which reflects a sales charge of 4.25%.

See notes to financial statements.

AB CREDIT LONG/SHORT PORTFOLIO  • 33

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Interest	$	578,548
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $54)		48,812
Affiliated issuers		1,101
Other income		225		$	628,686
Expenses
Advisory fee (see Note B)		94,535
Distribution fee—Class A		149
Distribution fee—Class C		365
Transfer agency—Class A		55
Transfer agency—Class C		44
Transfer agency—Advisor Class		9,535
Custodian		60,254
Amortization of offering expenses		42,303
Registration fees		35,026
Audit and tax		33,476
Administrative		30,032
Legal		18,927
Printing		11,246
Directors’ fees		3,706
Miscellaneous		10,227
Total expenses before expenses on securities sold short		349,880
Interest expense		290,212
Dividend expense on securities sold short		493
Broker fee		38,424
Total expenses		679,009
Less: expenses waived and reimbursed by the Adviser (see Note B)		(233,824	)
Net expenses					445,185
Net investment income					183,501
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(477,931	)
Securities sold short					493,056
Futures					(15,618	)
Options written					40,019
Swaptions written					52,944
Swaps					(6,489	)
Foreign currency transactions					(322,871	)
Net change in unrealized appreciation/depreciation of:
Investments					69,972
Securities sold short					(30,009	)
Futures					33,525
Options written					18,478
Swaptions written					(3,097	)
Swaps					(172,775	)
Foreign currency denominated assets and liabilities					89,692
Net loss on investment and foreign currency transactions					(231,104	)
Net Decrease in Net Assets from Operations				$	(47,603	)

See notes to financial statements.

34 •  AB CREDIT LONG/SHORT PORTFOLIO

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	183,501		$	197,119
Net realized gain (loss) on investment transactions and foreign currency transactions		(236,890	)		46,256
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		5,786			(125,536	)
Net increase (decrease) in net assets from operations		(47,603	)		117,839
Dividends to Shareholders from
Net investment income
Class A		(1,069	)		(87	)
Class C		(363	)		(182	)
Advisor Class		(201,440	)		(101,727	)
Capital Stock Transactions
Net increase		304,832			21,004,531
Total increase		54,357			21,020,374
Net Assets
Beginning of period		21,020,374			– 0	–
End of period (including undistributed net investment income of $110,895 and $130,266, respectively)	$	21,074,731		$	21,020,374

(a) Commencement of operations.

See notes to financial statements.

AB CREDIT LONG/SHORT PORTFOLIO  • 35

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Credit Long/Short Portfolio (the “Portfolio”). Prior to January 20, 2015, the Portfolio was known as AllianceBernstein Credit Long/Short Portfolio. The Fund have authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares. Class B, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares are not currently offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with proce-

36 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

dures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may

AB CREDIT LONG/SHORT PORTFOLIO  • 37

Notes to Financial Statements

use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio value it’s securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

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

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment

38 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Non-Investment Grade

$

– 0

–

$

11,152,611

$

124,500

$

11,277,111

Corporates – Investment Grade

– 0

–

2,463,535

– 0

–

2,463,535

Common Stocks

1,135,000

– 0

–

2,498

1,137,498

Governments – Sovereign Agencies

– 0

–

619,500

– 0

–

619,500

Preferred Stocks

397,682

90,597

– 0

–

488,279

Collateralized Mortgage Obligations

– 0

–

– 0

–

403,254

403,254

Quasi-Sovereigns

– 0

–

295,750

– 0

–

295,750

Bank Loans

– 0

–

– 0

–

261,444

261,444

Emerging Markets – Sovereigns

– 0

–

220,500

– 0

–

220,500

Emerging Markets – Corporate Bonds

– 0

–

217,000

– 0

–

217,000

Agencies

– 0

–

129,030

– 0

–

129,030

Options Purchased – Puts

– 0

–

38,931

– 0

–

38,931

Warrants

9,259

– 0

–

4,157

13,416

Options Purchased – Calls

– 0

–

8,026

– 0

–

8,026

Short-Term Investments:

Investment Companies

191,027

– 0

–

– 0

–

191,027

U.S. Treasury Bills

– 0

–

99,999

– 0

–

99,999

Liabilities:

Corporates – Non-Investment Grade

– 0

–

(6,550,892

)

– 0

–

(6,550,892

)

Corporates – Investment Grade

– 0

–

(5,706,363

)

– 0

–

(5,706,363

)

Quasi-Sovereigns

– 0

–

(240,060

)

– 0

–

(240,060

)

Emerging Markets – Sovereigns

– 0

–

(181,000

)

– 0

–

(181,000

)

Total Investments in Securities

1,732,968

2,657,164

795,853

5,185,985

AB CREDIT LONG/SHORT PORTFOLIO  • 39

Notes to Financial Statements

Investments in Securities:	Level 1			Level 2			Level 3			Total
Other Financial Instruments* :
Assets:
Futures	$	21,110		$	– 0	–	$	– 0	–	$	21,110	#
Forward Currency Exchange Contracts		– 0	–		79,730			– 0	–		79,730
Centrally Cleared Credit Default Swaps		– 0	–		27,538			– 0	–		27,538	#
Credit Default Swaps		– 0	–		51,051			– 0	–		51,051
Liabilities:
Futures		– 0	–		(1,412	)		– 0	–		(1,412	)#
Forward Currency Exchange Contracts		– 0	–		(9,350	)		– 0	–		(9,350	)
Put Options Written		– 0	–		(20,074	)		– 0	–		(20,074	)
Credit Default Swaptions Written		– 0	–		(694	)		– 0	–		(694	)
Currency Options Written		– 0	–		(1,978	)		– 0	–		(1,978	)
Centrally Cleared Credit Default Swaps		– 0	–		(106,477	)		– 0	–		(106,477	)#
Centrally Cleared Interest Rate Swaps		– 0	–		(42,711	)		– 0	–		(42,711	)#
Credit Default Swaps		– 0	–		(119,167	)		– 0	–		(119,167	)
Total Return Swaps		– 0	–		(6,363	)		– 0	–		(6,363	)
Total^	$	1,754,078		$	2,507,257		$	795,853		$	5,057,188

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include Options and Swaptions written which are valued at market value.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

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

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

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

	Corporates - Non- Investment Grade			Common Stocks			Collateralized Mortgage Obligations
Balance as of 10/31/14	$	124,800		$	– 0	–	$	699,902
Accrued discounts/(premiums)		(216	)		– 0	–		(85	)
Realized gain (loss)		– 0	–		– 0	–		(11,804	)
Change in unrealized appreciation/depreciation		(84	)		714			12,745
Purchases/Payups		– 0	–		1,784			– 0	–
Sales/Paydowns		– 0	–		– 0	–		(297,504	)
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 4/30/15	$	124,500		$	2,498		$	403,254
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	(84	)	$	714		$	(2,695	)

40 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

	Bank Loans			Warrants			Total
Balance as of 10/31/14	$	466,414		$	– 0	–	$	1,291,116
Accrued discounts/(premiums)		(32	)		– 0	–		(333	)
Realized gain (loss)		(7,635	)		– 0	–		(19,439	)
Change in unrealized appreciation/depreciation		1,115			(831	)		13,659
Purchases/Payups		– 0	–		4,988			6,772
Sales/Paydowns		(198,418	)		– 0	–		(495,922	)
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 4/30/15	$	261,444		$	4,157		$	795,853
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	(2,568	)	$	(831	)	$	(5,464	)

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of April 30, 2015 all Level 3 securities were priced by third party vendors or using prior transaction, which approximates fair value.

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

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

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports

AB CREDIT LONG/SHORT PORTFOLIO  • 41

Notes to Financial Statements

are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income (or interest expense) is accrued daily. Investment transactions are accounted for on the date the securities are

42 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $42,303 were deferred and amortized on a straight line basis over a one year period starting from May 7, 2014 (commencement of operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .90% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.35%, 2.10%, and 1.10% of daily average net assets for Class A, Class C, and Advisor Class shares, respectively. Under the agreement, any fees waived and expenses borne by the Adviser may be reimbursed by the Portfolio 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 Portfolio’s total annual operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated by the Adviser before January 29, 2016. For the six months ended April 30, 2015, such reimbursements/waivers amounted to $203,792.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended April 30, 2015, the Adviser voluntarily agreed to waive such fees amounted to $30,032.

AB CREDIT LONG/SHORT PORTFOLIO  • 43

Notes to Financial Statements

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $9,000 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $29 from the sale of Class A shares and received $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class C shares for the six months ended April 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    2,038	$	13,262	$	15,109	$	191	$	1

Brokerage commissions paid on investment transactions for the six months ended April 30, 2015 amounted to $11,957, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the

44 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

distribution costs reimbursed by the Portfolio in the amounts of $-0- for Class C shares. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2015, were as follows:

Purchases	Sales		Securities Sold Short		Covers on Securities Sold Short
$  15,613,847	$	15,495,091	$	6,212,980	$	11,730,442

During the six months ended April 30, 2015, there were no purchases or sales of U.S. Government Securities.

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross Unrealized
Appreciation on Investments	Depreciation on Investments		Net Unrealized Depreciation on Investments		Net Unrealized Appreciation on Securities Sold Short		Net Unrealized Depreciation
$    329,229	$	(637,220)	$	(307,991)	$	251,083(a)	$	(56,908)

^(a)  Gross unrealized appreciation was $407,334 and gross unrealized depreciation was $(156,251), resulting in net unrealized appreciation of $251,083.

1. Derivative Financial Instruments

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

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

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect

AB CREDIT LONG/SHORT PORTFOLIO  • 45

Notes to Financial Statements

correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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

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

During the six months ended April 30, 2015, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward

46 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended April 30, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

AB CREDIT LONG/SHORT PORTFOLIO  • 47

Notes to Financial Statements

The Portfolio may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on 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.

During the six months ended April 30, 2015, the Portfolio held purchased options for hedging and non-hedging purposes. During the six months ended April 30, 2015, the Portfolio held written options for hedging and non-hedging purposes.

For the six months ended April 30, 2015, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 10/31/14		308		$	33,464
Options written		632,859			90,292
Options expired		(378	)		(45,370	)
Options bought back		(572	)		(40,687	)
Options exercised		– 0	–		– 0	–
Options written outstanding as of 4/30/15		632,217		$	37,699

	Notional Amount			Premiums Received
Swaptions written outstanding as of 10/31/14		5,180,000		$	13,411
Swaptions written		11,820,000			40,934
Swaptions expired		(15,600,000	)		(52,945	)
Swaptions bought back		– 0	–		– 0	–
Swaptions exercised		– 0	–		– 0	–
Swaptions written outstanding as of 4/30/15		1,400,000		$	1,400

• Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the

48 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized

AB CREDIT LONG/SHORT PORTFOLIO  • 49

Notes to Financial Statements

gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

During the six months ended April 30, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio

50 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of April 30, 2015, the Portfolio had Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding in the amount of $3,998,057.

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

During the six months ended April 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio

AB CREDIT LONG/SHORT PORTFOLIO  • 51

Notes to Financial Statements

is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the six months ended April 30, 2015, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

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

52 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

At April 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	21,110	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	42,711	*
Credit contracts	Receivable/Payable for variation margin on exchange-traded derivatives		27,538	*	Receivable/Payable for variation margin on exchange-traded derivatives		106,477	*
Equity contracts					Receivable/Payable for variation margin on exchange-traded derivatives		1,412	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		79,730		Unrealized depreciation on forward currency exchange contracts		9,350
Interest rate contracts	Investments in securities, at value		2,746
Foreign exchange contracts	Investments in securities, at value		3,788
Credit contracts	Investments in securities, at value		3,977
Equity contracts	Investments in securities, at value		36,446
Foreign exchange contracts					Options written, at value		1,978
Credit contracts					Swaptions written, at value		694
Equity contracts					Options written, at value		20,074
Credit contracts	Unrealized appreciation on credit default swaps		51,051		Unrealized depreciation on credit default swaps		119,167
Equity contracts					Unrealized depreciation on total return swaps		6,363
Total		$	226,386			$	308,226

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

AB CREDIT LONG/SHORT PORTFOLIO  • 53

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(30,341	)	$	31,048
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		14,723			2,477
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		11,769			62,110
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,400	)		(4,973	)
Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		– 0	–		879
Credit contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(85,818	)		5,848
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(139,130	)		(7,918	)

54 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$	– 0	–	$	1,409
Credit contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		52,944			(3,097	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		40,019			17,069
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(15,700	)		(17,919	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		3,820			(128,900	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		5,391			(25,956	)
Total		$	(143,723	)	$	(67,923	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended April 30, 2015:

Futures:
Average original value of buy contracts	$	2,118,300
Average original value of sale contracts	$	1,225,460
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	2,710,376
Average principal amount of sale contracts	$	717,461
Purchased Options:
Average monthly cost	$	126,847
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	2,000,000

AB CREDIT LONG/SHORT PORTFOLIO  • 55

Notes to Financial Statements

Credit Default Swaps:
Average notional amount of buy contracts	$	6,433,986
Average notional amount of sale contracts	$	2,816,608
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	5,555,049
Average notional amount of sale contracts	$	1,935,295
Total Return Swaps:
Average notional amount	$	1,666,667	(a)

^(a)  Positions were open for five months during the period.

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	39,756	$	(21,416	)	$	– 0	–	$	– 0	–	$	18,340
Total	$	39,756	$	(21,416	)	$	– 0	–	$	– 0	–	$	18,340
OTC Derivatives:
Bank of America, NA	$	37,782	$	(2,695	)	$	– 0	–	$	– 0	–	$	35,087
Barclays Bank PLC		5,290		(5,290	)		– 0	–		– 0	–		– 0	–
Citibank		82,177		(82,177	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		20,919		(20,919	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		4,382		(4,382	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/ Goldman Sachs International		33,315		(33,315	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank		8,662		(8,662	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		2,436		(2,436	)		– 0	–		– 0	–		– 0	–
UBS AG		65,612		– 0	–		– 0	–		– 0	–		65,612
Total	$	260,575	$	(159,876	)	$	– 0	–	$	– 0	–	$	100,699	^

56 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	21,416	$	(21,416	)	$	– 0	–	$	– 0	–	$	– 0	–
Total	$	21,416	$	(21,416	)	$	– 0	–	$	– 0	–	$	– 0	–
OTC Derivatives:
Bank of America, NA	$	2,695	$	(2,695	)	$	– 0	–	$	– 0	–	$	– 0	–
Barclays Bank PLC		15,226		(5,290	)		– 0	–		– 0	–		9,936
Citibank		309,667		(82,177	)		– 0	–		(50,000	)		177,490
Credit Suisse International		86,131		(20,919	)		– 0	–		– 0	–		65,212
Deutsche Bank AG		15,276		(4,382	)		– 0	–		– 0	–		10,894
Goldman Sachs Bank USA/ Goldman Sachs International		36,271		(33,315	)		– 0	–		– 0	–		2,956
JPMorgan Chase Bank		13,990		(8,662	)		– 0	–		– 0	–		5,328
State Street Bank & Trust Co.		6,822		(2,436	)		– 0	–		– 0	–		4,386
Total	$	486,078	$	(159,876	)	$	– 0	–	$	(50,000	)	$	276,202	^

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at April 30, 2015.

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

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Short Sales

The Strategy may sell securities short. A short sale is a transaction in which the Strategy sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Strategy is obligated to replace

AB CREDIT LONG/SHORT PORTFOLIO  • 57

Notes to Financial Statements

the borrowed securities at their market price at the time of settlement. The Strategy’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. Short sales by the Strategy involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Class A
Shares sold		6,106			8,408		$	60,249		$	83,942
Shares issued in reinvestment of dividends		101			4			984			41
Shares redeemed		(966	)		– 0	–		(9,453	)		– 0	–
Net increase		5,241			8,412		$	51,780		$	83,983
Class C
Shares sold		5,701			4,445		$	56,059		$	44,511
Shares issued in reinvestment of dividends		31			14			308			141
Net increase		5,732			4,459		$	56,367		$	44,652
Advisor Class
Shares sold		92,698			2,095,777		$	915,129		$	20,956,109
Shares issued in reinvestment of dividends		1,369			162			13,427			1,617
Shares redeemed		(74,618	)		(8,288	)		(731,871	)		(81,830	)
Net increase		19,449			2,087,651		$	196,685		$	20,875,896

^(a)  Commencement of operations.

At April 30, 2015 the Adviser owns approximately 93.85% of the Portfolio’s outstanding shares.

58 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

NOTE F

Risks Involved in Investing in the Portfolio

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Portfolio from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. Illiquid securities and relatively less liquid securities may also be difficult to value.

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

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses

AB CREDIT LONG/SHORT PORTFOLIO  • 59

Notes to Financial Statements

for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Short Sales Risk and Leverage Risk—The Portfolio may not always be able to close out a short position on favorable terms. Short sales involve the risk that the Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security short. The amount of such loss is theoretically unlimited since it is based on the increase in value of the security sold short by the Portfolio. In contrast, the risk of loss from a long position is limited to the Portfolio’s investment in the long position, since its value cannot fall below zero. Short selling may be used as a form of leverage which may lead to higher volatility of the Portfolio’s NAV or greater losses for the Portfolio.

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

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

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character

60 •  AB CREDIT LONG/SHORT PORTFOLIO

Notes to Financial Statements

of distributions paid during the fiscal year ended October 31, 2014 was as follows:

	2014
Distributions paid from:
Ordinary income	$	101,996
Total taxable distributions	$	101,996

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	121,675
Unrealized appreciation/(depreciation)		(86,349	)(a)
Total accumulated earnings/(deficit)	$	35,326	(b)

^(a)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps and the realization for tax purposes of gains/losses on certain derivative instruments.

^(b)  The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the amortization of offering costs.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Portfolio did not have any capital loss carryforwards.

NOTE I

Subsequent Events

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

AB CREDIT LONG/SHORT PORTFOLIO  • 61

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  10.00			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.07			.08
Net realized and unrealized loss on investment and foreign currency transactions		(.11	)		(.03	)
Net increase (decrease) in net asset value from operations		(.04	)		.05
Less: Dividends
Dividends from net investment income		(.08	)		(.05	)
Net asset value, end of period		$  9.88			$  10.00
Total Return
Total investment return based on net asset value(d)		(.45	)%		.57	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$135			$84
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)^		4.54	%		3.56	%
Expenses, before waivers/reimbursements(e)^		6.81	%		4.29	%
Net investment income(c)^		1.47	%		1.79	%
Portfolio turnover rate		86	%		69	%
Portfolio turnover rate (including securities sold short)		77	%		102	%

See footnote summary on page 64.

62 •  AB CREDIT LONG/SHORT PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.97			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.04			.06
Net realized and unrealized loss on investment and foreign currency transactions		(.11	)		(.05	)
Net increase (decrease) in net asset value from operations		(.07	)		.01
Less: Dividends
Dividends from net investment income		(.06	)		(.04	)
Net asset value, end of period		$  9.84			$  9.97
Total Return
Total investment return based on net asset value(d)		(.84	)%		.21	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$100			$44
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)^		5.31	%		4.18	%
Expenses, before waivers/reimbursements(e)^		7.61	%		6.31	%
Net investment income(c)^		.75	%		1.21	%
Portfolio turnover rate		86	%		69	%
Portfolio turnover rate (including securities sold short)		77	%		102	%

See footnote summary on page 64.

AB CREDIT LONG/SHORT PORTFOLIO  • 63

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  10.01			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.09			.10
Net realized and unrealized loss on investment and foreign currency transactions		(.12	)		(.04	)
Net increase (decrease) in net asset value from operations		(.03	)		.06
Less: Dividends
Dividends from net investment income		(.09	)		(.05	)
Net asset value, end of period		$  9.89			$  10.01
Total Return
Total investment return based on net asset value(d)		(.35	)%		.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$20,840			$20,892
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)^		4.23	%		2.79	%
Expenses, before waivers/reimbursements(e)^		6.46	%		5.37	%
Net investment income(c)^		1.75	%		2.01	%
Portfolio turnover rate		86	%		69	%
Portfolio turnover rate (including securities sold short)		77	%		102	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) The expense ratios presented below exclude expenses on securities sold short:

	Six Months Ended April 30, 2015 (unaudited)			May 7, 2014(a) to October 31, 2014
Class A
Net of waivers/reimbursements^		1.35	%		1.35	%
Before waivers/reimbursements^		3.62	%		2.08	%
Class C
Net of waivers/reimbursements^		2.10	%		2.10	%
Before waivers/reimbursements^		4.41	%		4.24	%
Advisor Class
Net of waivers/reimbursements^		1.10	%		1.10	%
Before waivers/reimbursements^		3.33	%		3.68	%

^ Annualized.

See notes to financial statements.

64 •  AB CREDIT LONG/SHORT PORTFOLIO

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Gershon M. Distenfeld⁽²⁾, Vice President Sherif M. Hamid⁽²⁾, Vice President Ivan Rudolph-Shabinsky⁽²⁾, Vice President Robert Schwartz⁽²⁾, Vice President Ashish C. Shah⁽²⁾, Vice President Joseph J. Mantineo, Treasurer and Chief Financial Officer Emilie D. Wrapp, Secretary Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Fund are made by the Credit Long/Short Investment Team. Messrs. Distenfeld, Hamid, Rudolph-Shabinksy, Schwartz and Shah are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

AB CREDIT LONG/SHORT PORTFOLIO  • 65

Board of Directors

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The investment objective of the Portfolio is to seek absolute return over a full market cycle, which typically for fixed income markets is three to five years. Under normal circumstances, at least 80% of the Portfolio’s net assets is invested in long and short positions in credit-related instruments, which include corporate bonds, convertible fixed income securities, preferred stocks, U.S. government and agency securities, securities of foreign governments and supranational entities, mortgage-related and asset-backed securities, and loan participations. The Portfolio’s long and short positions may relate to fixed income securities below investment grade. While the Portfolio’s investments are focused on U.S. denominated securities, the Portfolio may invest to a lesser extent in securities denominated in foreign currencies. The Portfolio may hold a currency even if it does not hold any securities in that currency.

The Portfolio may also utilize derivative instruments for a variety of reasons, including providing long or short exposure to fixed income markets or particular fixed income securities, obtaining foreign currency exposure and for hedging purposes. In addition, the Portfolio may borrow money or enter into transactions such as reverse repurchase agreements for investment purposes. As a result of these borrowing transactions and the use of derivatives, the Portfolio’s gross exposure, including long and short exposure but not including cash or cash equivalents, may exceed its net assets.

1 The Senior Officer’s fee evaluation was completed on January 24, 2014 and discussed with the Board of Directors on February 4-5, 2014.

2 Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

66 •  AB CREDIT LONG/SHORT PORTFOLIO

The Adviser proposed the Bank of America Merrill Lynch 3-Month U.S. T-Bill Index to be the primary benchmark for the Portfolio. The Adviser expects Lipper and Morningstar to place the Portfolio in their respective Alternative Credit Focus and Non-Traditional Bond categories.

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

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

3 Jones v. Harris at 1427.

AB CREDIT LONG/SHORT PORTFOLIO  • 67

Portfolio	Advisory Fee
Credit Long/Short Portfolio4	0.90% of average daily net assets

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolios are first offered to the public. The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidy. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Estimated Gross Expense Ratio5		Fiscal Year End
Credit Long/Short Portfolio	Class A Class C Class R Class K Class I Advisor Class 1 Class 2 Class Z	1.35% 2.05% 1.55% 1.30% 1.05% 1.05% 1.15% 1.05% 1.05%		1.39% 2.16% 1.86% 1.55% 1.22% 1.14% 1.22% 1.12% 1.12%	October 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities, make the certifications

4 The proposed advisory fee schedule for the Portfolio has a higher effective fee rate than the advisory fee schedule of the Specialty category, in which the Portfolio would have been categorized had the Adviser proposed to implement either of the NYAG related fee schedule. The advisory fee schedule for the Specialty category is as follows: 75 bp on the first $2.5 billion, 65 bp on the next $2.5 billion, 60 bp on the balance.

5 The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

68 •  AB CREDIT LONG/SHORT PORTFOLIO

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁶ However, the Adviser has represented that there is no category in the Form ADV for institutional products that have a substantially similar investment style as the Portfolio.

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

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

AB CREDIT LONG/SHORT PORTFOLIO  • 69

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at an initial asset level of $250 million, to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ and the Portfolio’s contractual management fee ranking.⁹

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

Portfolio	Contractual Management Fee (%)10		Lipper Exp. Group Median (%)		Rank
Credit Long/Short Portfolio11		0.900		0.725	8/10

Lipper also compared the Portfolio’s projected total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is

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

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

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

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps.

11 Note that one of the Portfolio’s EG peer is excluded from the contractual management fee comparison due to the fund’s all-inclusive fee.

70 •  AB CREDIT LONG/SHORT PORTFOLIO

as a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio  (%)13		Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Credit Long/Short Portfolio		1.350	1.191	9/11		1.184	19/24

Based on this analysis, the Portfolio’s contractual management fee and total expense ratio are higher than the medians of the Portfolio’s EG and EU.

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

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

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates will provide transfer agent and distribution related services to the Portfolio and will receive transfer agent fees, Rule 12b-1 payments, front-end sales loads and contingent deferred sales charges (“CDSC”).

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

13 Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

AB CREDIT LONG/SHORT PORTFOLIO  • 71

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. The total amount to be paid to a financial intermediary associated with the sale of shares 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 the average daily net assets attributable to that firm over the year. In 2012, ABI paid approximately 0.048% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.0 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses to be charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis

V. POSSIBLE ECONOMIES OF SCALE

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

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

72 •  AB CREDIT LONG/SHORT PORTFOLIO

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $451 billion as of December 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history.

CONCLUSION:

Based on the factors discussed above, the Senior Officer noted the proposed contractual management fee and total expense ratio for the Portfolio, both of which are higher than the medians. The Senior Office recommended that the Directors consider discussing with the Adviser the Portfolio’s anticipated leverage in light of the Portfolio’s investment advisory fee. The Senior Officer also recommended that the Directors consider discussing with the Adviser adding breakpoints to the proposed advisory fee schedule for the Portfolio. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: March 5, 2014

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

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

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

AB CREDIT LONG/SHORT PORTFOLIO  • 73

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

74 •  AB CREDIT LONG/SHORT PORTFOLIO

AB Family of Funds

NOTES

AB CREDIT LONG/SHORT PORTFOLIO  • 75

NOTES

76 •  AB CREDIT LONG/SHORT PORTFOLIO

AB CREDIT LONG/SHORT PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

CLS-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB HIGH YIELD PORTFOLIO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 11, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB High Yield Portfolio (the “Fund”) for the semi-annual reporting period ended April 30, 2015. The Fund commenced operations on July 15, 2014. Effective January 20, 2015, the Fund’s name changed from AllianceBernstein High Yield Portfolio to AB High Yield Portfolio.

Investment Objectives and Policies

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

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

The Fund will most often invest in securities of U.S. issuers, but may also purchase fixed-income securities of foreign issuers, including securities denominated in foreign currencies. Fluctuations in currency exchange rates can have a dramatic impact on the returns of fixed-income securities denominated in foreign currencies. The Adviser may or may not hedge any foreign currency exposure through the use of currency-related derivatives.

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

Investment Results

The table on page 5 shows the Fund’s performance compared to its benchmark, the Barclays U.S. Corporate High Yield (“HY”) 2% Issuer Capped Index, for the six-month period ended April 30, 2015 and the period since the Fund’s inception on July 15, 2014 through April 30, 2015.

All share classes of the Fund underperformed the benchmark for the six-month period, excluding Advisor Class

AB HIGH YIELD PORTFOLIO  • 1

shares; all share classes outperformed the benchmark during the period since inception, excluding Class C shares. Overall, security selection, particularly in the Fund’s energy and consumer cyclical holdings, contributed for both periods relative to the benchmark. Industry allocation, specifically an overweight in banks and an underweight in basics and energy, also contributed. Within sector positioning, an allocation to bank loans and commercial mortgage-backed securities contributed to performance for both periods. Yield curve positioning detracted for both periods, specifically an underweight in the five-year maturity bucket. Currency positioning contributed during the period since inception, led by underweights to the Japanese yen and New Zealand dollar, and an overweight to the Brazilian real.

The Fund utilized derivatives in the form of Treasury futures, written options and credit default swaps for hedging and investment purposes, interest rate swaps for hedging purposes and total return swaps for investment purposes, which had an immaterial impact on performance during both periods, in absolute terms. Currency forwards for hedging and investment purposes had an immaterial impact for the six-month period, and added to returns for the period since inception; purchased options for hedging and investment purposes detracted for both periods.

Market Review and Investment Strategy

Bond markets were volatile during both periods, as growth trends and monetary policies in the world’s

biggest economies headed in different directions. Despite the best efforts of policymakers, inflation continued to fall throughout the developed world, reaching especially worrisome levels in Europe and Japan. In the fourth quarter of 2014, a sharp decline in oil prices put pressure on credit and emerging market debt, complicating efforts to boost inflation in Europe and Japan. Oil prices stabilized later in the first quarter of 2015 but remain well below where they were a year ago.

These dynamics helped push developed market government bond yields lower; even the 10-year U.S. Treasury yield approached a two-year low, despite expectations that the U.S. Federal Reserve would begin raising official rates later this year. In other markets, including many in Europe where the European Central Bank has implemented its quantitative easing program, some yields were in negative territory. However, global 10-year maturity yields started to rise in April 2015. After struggling late in 2014, credit markets rebounded modestly in the first quarter of 2015, and most credit sectors outperformed government debt.

Credit fundamentals remained generally solid, and the Fund’s Investment Policy Team (the “Team”) continues to look for opportunities in periods of volatility, while emphasizing the importance of security selection. The Team cautions against the reach for yield, and remains selective in the Fund’s exposure to CCC-rated bonds. The Fund’s holdings are well-diversified at the sector and issuer levels.

2 •  AB HIGH YIELD PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays U.S. Corporate High Yield 2% Issuer Capped Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays U.S. Corporate HY 2% Issuer Capped Index is the 2% Issuer Capped component of the U.S. Corporate High Yield Index. The Barclays U.S. Corporate HY Index represents the performance of fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million and at least one year to maturity. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility, due to such factors as specific corporate developments, negative perception of the junk bond market generally and less secondary market liquidity. These securities are often able to be “called” or repurchased by the issuer prior to their maturity date, forcing the Fund to reinvest the proceeds, possibly at a lower rate of return.

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

Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

AB HIGH YIELD PORTFOLIO  • 3

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors. These risks may be heightened with respect to investments in emerging-market countries, where there may be an increased amount of economic, political and social instability.

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

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

Diversification Risk: The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

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

Management Risk: The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abglobal.com. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Fund will achieve over a longer period.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

4 •  AB HIGH YIELD PORTFOLIO

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months		Since Inception*
AB High Yield Portfolio
Class A		1.32%		1.37%
Class C		0.91%		0.74%
Advisor Class†		1.55%		1.69%
Class R†		1.20%		1.18%
Class K†		1.33%		1.37%
Class I†		1.45%		1.57%
Class Z†		1.45%		1.57%
Barclays U.S. Corporate HY 2% Issuer Capped Index		1.52%		1.00%
*    Inception date: 7/15/2014. †     Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

AB HIGH YIELD PORTFOLIO  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*
Class A Shares								-0.24	%
Since Inception†		1.37	%		-2.91	%
Class C Shares								-0.99	%
Since Inception†		0.74	%		-0.24	%
Advisor Class Shares‡								0.01	%
Since Inception†		1.69	%		1.69	%
Class R Shares‡								1.87	%
Since Inception†		1.18	%		1.18	%
Class K Shares‡								2.13	%
Since Inception†		1.37	%		1.37	%
Class I Shares‡								2.41	%
Since Inception†		1.57	%		1.57	%
Class Z Shares‡								2.39	%
Since Inception†		1.57	%		1.57	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 49.84%, 56.89%, 33.51%, 4.84%, 4.56%, 4.27% and 4.30% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expenses to 1.05%, 1.80%, 0.80%, 1.30%, 1.05%, 0.80% and 0.80% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* SEC yields are calculated based on SEC guidelines for the 30-day period ended April 30, 2015.

^†  Inception date: 7/15/2014.

^‡  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

6 •  AB HIGH YIELD PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A Shares
Since Inception†		-3.82	%
Class C Shares
Since Inception†		-1.12	%
Advisor Class Shares‡
Since Inception†		0.61	%
Class R Shares‡
Since Inception†		0.24	%
Class K Shares‡
Since Inception†		0.42	%
Class I Shares‡
Since Inception†		0.59	%
Class Z Shares‡
Since Inception†		0.59	%

^†  Inception date: 7/15/2014.

^‡  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund. The inception date for these share classes is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

AB HIGH YIELD PORTFOLIO  • 7

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,013.20	$	5.24		1.05	%
Hypothetical**	$	1,000	$	1,019.59	$	5.26		1.05	%
Class C
Actual	$	1,000	$	1,009.10	$	8.97		1.80	%
Hypothetical**	$	1,000	$	1,015.87	$	9.00		1.80	%
Advisor Class
Actual	$	1,000	$	1,015.50	$	4.00		0.80	%
Hypothetical**	$	1,000	$	1,020.83	$	4.01		0.80	%
Class R
Actual	$	1,000	$	1,012.00	$	6.49		1.30	%
Hypothetical**	$	1,000	$	1,018.35	$	6.51		1.30	%
Class K
Actual	$	1,000	$	1,013.30	$	5.24		1.05	%
Hypothetical**	$	1,000	$	1,019.59	$	5.26		1.05	%
Class I
Actual	$	1,000	$	1,014.50	$	4.00		0.80	%
Hypothetical**	$	1,000	$	1,020.83	$	4.01		0.80	%
Class Z
Actual	$	1,000	$	1,014.50	$	4.00		0.80	%
Hypothetical**	$	1,000	$	1,020.83	$	4.01		0.80	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

8 •  AB HIGH YIELD PORTFOLIO

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $18.1

* All data are as of April 30, 2015. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” securities type weightings represent 0.2% or less in the following security types: Options Purchased—Calls and Options Purchased—Puts and Warrants.

AB HIGH YIELD PORTFOLIO  • 9

Portfolio Summary

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

		Principal Amount (000)		U.S. $ Value
CORPORATES – NON-INVESTMENT GRADE – 76.4%
Industrial – 60.6%
Basic – 4.3%
AK Steel Corp. 8.75%, 12/01/18	U.S.$		20	$	21,200
Aleris International, Inc. 7.625%, 2/15/18			30		30,975
7.875%, 11/01/20			10		10,327
ArcelorMittal 6.125%, 6/01/18			73		77,927
6.25%, 3/01/21			10		10,458
7.50%, 3/01/41			28		28,630
7.75%, 10/15/39			51		52,657
Arch Coal, Inc. 7.25%, 6/15/21			30		6,450
Ashland, Inc. 3.875%, 4/15/18			45		46,350
Axiall Corp. 4.875%, 5/15/23			40		40,400
Cliffs Natural Resources, Inc. 7.75%, 3/31/20(a)			18		12,915
8.25%, 3/31/20(a)			17		16,681
Commercial Metals Co. 6.50%, 7/15/17			25		26,375
FMG Resources August 206 Pty Ltd. 6.875%, 4/01/22(a)			25		18,938
9.75%, 3/01/22(a)			14		14,429
Hexion, Inc. 8.875%, 2/01/18			9		8,021
JMC Steel Group, Inc. 8.25%, 3/15/18(a)			10		8,348
Lundin Mining Corp. 7.50%, 11/01/20(a)			15		15,752
7.875%, 11/01/22(a)			15		15,900
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/18(a)			52		13,130
Molycorp, Inc. 10.00%, 6/01/20			19		9,429
Momentive Performance Materials, Inc. 3.88%, 10/24/21			40		35,800
8.875%, 10/15/20(b)(c)			40		– 0	–
Novelis, Inc. 8.75%, 12/15/20			30		32,025
Peabody Energy Corp. 6.00%, 11/15/18			29		22,856
Ryerson, Inc./Joseph T. Ryerson & Son, Inc. 9.00%, 10/15/17			40		40,728
11.25%, 10/15/18			6		6,090

10 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Smurfit Kappa Treasury Funding Ltd. 7.50%, 11/20/25	U.S.$		40	$	50,100
Steel Dynamics, Inc. 6.125%, 8/15/19			35		37,362
Thompson Creek Metals Co., Inc. 7.375%, 6/01/18			8		6,920
9.75%, 12/01/17			30		31,428
TPC Group, Inc. 8.75%, 12/15/20(a)			16		15,280
W.R. Grace & Co.-Conn 5.125%, 10/01/21(a)			12		12,510
					776,391
Capital Goods – 6.8%
Apex Tool Group LLC 7.00%, 2/01/21(a)			20		18,950
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. 6.00%, 6/30/21(a)			200		203,000
Berry Plastics Corp. 5.50%, 5/15/22			20		20,725
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Issuer 5.625%, 12/15/16(a)			30		30,375
6.00%, 6/15/17(a)			10		10,125
Bombardier, Inc. 6.00%, 10/15/22(a)			35		32,900
6.125%, 1/15/23(a)			74		70,722
7.50%, 3/15/25(a)			29		28,746
CNH Industrial Capital LLC 3.375%, 7/15/19(a)			15		14,700
3.625%, 4/15/18			60		60,150
EnerSys 5.00%, 4/30/23(a)			10		10,113
EnPro Industries, Inc. 5.875%, 9/15/22(a)			16		16,720
HD Supply, Inc. 7.50%, 7/15/20			60		64,350
11.50%, 7/15/20			15		17,550
KLX, Inc. 5.875%, 12/01/22(a)			15		15,112
Manitowoc Co., Inc. (The) 8.50%, 11/01/20			30		32,100
Masco Corp. 7.125%, 3/15/20			30		35,025
Nuverra Environmental Solutions, Inc. 9.875%, 4/15/18			8		5,846

AB HIGH YIELD PORTFOLIO  • 11

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Owens-Illinois, Inc. 7.80%, 5/15/18	U.S.$		25	$	28,125
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 5.75%, 10/15/20			40		41,800
8.25%, 2/15/21			100		106,375
9.00%, 4/15/19			100		104,750
Sealed Air Corp. 4.875%, 12/01/22(a)			5		5,138
6.875%, 7/15/33(a)			75		78,000
SPX Corp. 6.875%, 9/01/17			55		59,950
Summit Materials LLC/Summit Materials Finance Corp. 10.50%, 1/31/20			16		17,480
TransDigm, Inc. 6.00%, 7/15/22			30		30,187
6.50%, 7/15/24			30		30,445
United Rentals North America, Inc. 5.50%, 7/15/25			39		39,509
					1,228,968
Communications - Media – 8.7%
Acosta, Inc. 7.75%, 10/01/22(a)			10		10,225
CCO Holdings LLC/CCO Holdings Capital Corp. 5.125%, 2/15/23			60		59,307
5.375%, 5/01/25(a)			7		6,878
5.75%, 1/15/24			28		28,350
5.875%, 5/01/27(a)			14		13,790
Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125%, 12/15/21(a)			30		30,044
Clear Channel Worldwide Holdings, Inc. Series B 6.50%, 11/15/22			35		37,012
7.625%, 3/15/20			31		32,628
Crown Media Holdings, Inc. 10.50%, 7/15/19			20		21,300
CSC Holdings LLC 5.25%, 6/01/24(a)			20		20,825
7.625%, 7/15/18			60		67,800
DISH DBS Corp. 5.875%, 11/15/24			45		44,325
6.75%, 6/01/21			105		111,177
Gannett Co., Inc. 4.875%, 9/15/21(a)			25		25,688
5.125%, 7/15/20			5		5,235
5.50%, 9/15/24(a)			7		7,280
6.375%, 10/15/23			40		43,300

12 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Hughes Satellite Systems Corp. 7.625%, 6/15/21	U.S.$		50	$	55,750
iHeartCommunications, Inc. 6.875%, 6/15/18			70		64,050
9.00%, 12/15/19-9/15/22			60		58,650
Intelsat Jackson Holdings SA 5.50%, 8/01/23			95		89,419
7.25%, 10/15/20			100		103,112
LIN Television Corp. 5.875%, 11/15/22(a)			9		9,270
Mediacom Broadband LLC/Mediacom Broadband Corp. 6.375%, 4/01/23			20		21,200
Nexstar Broadcasting, Inc. 6.875%, 11/15/20			17		18,020
Nielsen Finance LLC/Nielsen Finance Co. 5.00%, 4/15/22(a)			35		35,192
Outfront Media Capital LLC/Outfront Media Capital Corp. 5.625%, 2/15/24(a)			10		10,375
Radio One, Inc. 7.375%, 4/15/22(a)			20		20,200
9.25%, 2/15/20(a)			26		24,570
RR Donnelley & Sons Co. 7.25%, 5/15/18			30		33,300
8.25%, 3/15/19			20		23,150
Sinclair Television Group, Inc. 5.375%, 4/01/21			20		20,255
5.625%, 8/01/24(a)			50		50,875
6.125%, 10/01/22			30		31,650
Sirius XM Radio, Inc. 4.625%, 5/15/23(a)			10		9,700
5.375%, 4/15/25(a)			16		16,080
6.00%, 7/15/24(a)			51		52,912
Starz LLC/Starz Finance Corp. 5.00%, 9/15/19			55		56,375
Time, Inc. 5.75%, 4/15/22(a)			30		29,306
Townsquare Media, Inc. 6.50%, 4/01/23(a)			19		19,143
Univision Communications, Inc. 5.125%, 5/15/23-2/15/25(a)			98		98,941
Videotron Ltd. 5.00%, 7/15/22			55		56,749
					1,573,408
Communications - Telecommunications – 6.7%
Altice SA 7.625%, 2/15/25(a)			200		203,000

AB HIGH YIELD PORTFOLIO  • 13

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
CenturyLink, Inc. Series T 5.80%, 3/15/22	U.S.$		10	$	10,375
Series U 7.65%, 3/15/42			70		70,350
Series W 6.75%, 12/01/23			27		29,208
CommScope, Inc. 5.50%, 6/15/24(a)			10		10,075
Frontier Communications Corp. 6.25%, 9/15/21			34		33,745
7.125%, 3/15/19			20		21,800
7.625%, 4/15/24			30		30,562
7.875%, 1/15/27			10		9,925
9.00%, 8/15/31			10		10,525
Level 3 Communications, Inc. 8.875%, 6/01/19			20		20,950
Level 3 Financing, Inc. 7.00%, 6/01/20			40		42,850
SBA Communications Corp. 5.625%, 10/01/19			20		21,000
Sprint Capital Corp. 6.875%, 11/15/28			52		47,060
8.75%, 3/15/32			45		46,125
Sprint Communications, Inc. 6.00%, 11/15/22			40		37,800
9.00%, 11/15/18(a)			50		56,890
Sprint Corp. 7.125%, 6/15/24			10		9,613
7.25%, 9/15/21			30		30,112
7.875%, 9/15/23			85		85,319
T-Mobile USA, Inc. 6.25%, 4/01/21			50		52,250
6.375%, 3/01/25			30		30,810
6.542%, 4/28/20			55		58,022
6.625%, 4/01/23			45		46,719
Telecom Italia Capital SA 6.375%, 11/15/33			110		118,634
WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125%, 9/01/20(a)			10		10,600
Windstream Corp. 7.50%, 4/01/23			20		18,950
8.125%, 9/01/18			30		31,338
Zayo Group LLC/Zayo Capital, Inc. 6.00%, 4/01/23(a)			22		22,110
					1,216,717

14 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Automotive – 1.9%
Affinia Group, Inc. 7.75%, 5/01/21	U.S.$		30	$	31,200
Banque PSA Finance SA 4.375%, 4/04/16(a)			30		30,825
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			40		41,450
Gates Global LLC/Gates Global Co. 6.00%, 7/15/22(a)			25		23,313
General Motors Financial Co., Inc. 2.625%, 7/10/17			20		20,242
3.25%, 5/15/18			20		20,454
3.50%, 7/10/19			75		76,809
LKQ Corp. 4.75%, 5/15/23			55		54,175
Navistar International Corp. 8.25%, 11/01/21			20		19,775
Titan International, Inc. 6.875%, 10/01/20			20		18,150
					336,393
Consumer Cyclical - Entertainment – 0.3%
Pinnacle Entertainment, Inc. 7.50%, 4/15/21			20		21,150
Regal Entertainment Group 5.75%, 3/15/22			20		20,550
Royal Caribbean Cruises Ltd. 7.25%, 3/15/18			15		16,631
					58,331
Consumer Cyclical - Other – 3.0%
Beazer Homes USA, Inc. 5.75%, 6/15/19			20		19,700
Boyd Gaming Corp. 9.00%, 7/01/20			50		54,000
Caesars Entertainment Operating Co., Inc. 9.00%, 2/15/20(d)			5		3,838
Caesars Entertainment Resort Properties LLC/Caesars Entertainment Resort Prope 8.00%, 10/01/20			20		20,000
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375%, 5/01/22(a)			40		31,800
DR Horton, Inc. 6.50%, 4/15/16			60		62,550
Isle of Capri Casinos, Inc. 5.875%, 3/15/21(a)			9		9,293
KB Home 4.75%, 5/15/19			15		14,887

AB HIGH YIELD PORTFOLIO  • 15

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Lennar Corp. Series B 6.50%, 4/15/16	U.S.$		50	$	51,875
M/I Homes, Inc. 8.625%, 11/15/18			40		41,600
Marina District Finance Co., Inc. 9.875%, 8/15/18			20		20,850
MGM Resorts International 6.625%, 7/15/15			55		55,412
NAI Entertainment Holdings/NAI Entertainment Holdings Finance Corp. 5.00%, 8/01/18(a)			25		25,812
Penn National Gaming, Inc. 5.875%, 11/01/21			20		19,950
PulteGroup, Inc. 6.375%, 5/15/33			4		4,140
7.875%, 6/15/32			2		2,330
Ryland Group, Inc. (The) 6.625%, 5/01/20			20		21,750
Scientific Games International, Inc. 7.00%, 1/01/22(a)			18		18,765
Shea Homes LP/Shea Homes Funding Corp. 5.875%, 4/01/23(a)			4		4,110
6.125%, 4/01/25(a)			7		7,175
Standard Pacific Corp. 8.375%, 5/15/18			15		17,231
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875%, 4/15/23(a)			14		14,263
Toll Brothers Finance Corp. 4.00%, 12/31/18			10		10,300
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 3/01/25(a)			13		13,049
					544,680
Consumer Cyclical - Restaurants – 0.1%
1011778 BC. ULC/New Red Finance, Inc. 6.00%, 4/01/22(a)			22		22,715
Consumer Cyclical - Retailers – 2.5%
American Tire Distributors, Inc. 10.25%, 3/01/22(a)			40		41,900
Cash America International, Inc. 5.75%, 5/15/18			30		31,125
Chinos Intermediate Holdings A, Inc. 7.75% (7.75% Cash or 8.50% PIK), 5/01/19(a)(e)			45		38,250
Family Tree Escrow LLC 5.75%, 3/01/23(a)			48		50,400

16 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Group 1 Automotive, Inc. 5.00%, 6/01/22(a)	U.S.$		20	$	20,100
L Brands, Inc. 8.50%, 6/15/19			50		60,250
Levi Strauss & Co. 5.00%, 5/01/25(a)			22		21,986
6.875%, 5/01/22			15		16,406
Men’s Wearhouse, Inc. (The) 7.00%, 7/01/22(a)			10		10,600
Neiman Marcus Group Ltd. LLC 8.75% (8.75% Cash or 9.50% PIK), 10/15/21(a)(e)			16		17,200
Rite Aid Corp. 6.125%, 4/01/23(a)			90		93,263
Serta Simmons Holdings LLC 8.125%, 10/01/20(a)			33		34,980
Wolverine World Wide, Inc. 6.125%, 10/15/20			10		10,625
					447,085
Consumer Non-Cyclical – 10.8%
Acadia Healthcare Co., Inc. 5.625%, 2/15/23(a)			7		7,158
Air Medical Merger Sub Corp. 6.375%, 5/15/23(a)			25		24,281
Alere, Inc. 6.50%, 6/15/20			17		17,680
8.625%, 10/01/18			40		41,500
Amsurg Corp. 5.625%, 7/15/22			20		20,304
BI-LO LLC/BI-LO Finance Corp. 8.625% (8.625% Cash or 9.375 % PIK), 9/15/18(a)(e)			4		3,570
9.25%, 2/15/19(a)			10		10,238
Capsugel SA 7.00% (7.00% Cash or 7.75% PIK), 5/15/19(a)(e)			36		36,720
CHS/Community Health Systems, Inc. 6.875%, 2/01/22			150		159,187
7.125%, 7/15/20			15		16,088
Concordia Healthcare Corp. 7.00%, 4/15/23(a)			6		6,090
Constellation Brands, Inc. 7.25%, 5/15/17			40		44,120
Crimson Merger Sub, Inc. 6.625%, 5/15/22(a)			10		8,888
DaVita HealthCare Partners, Inc. 5.00%, 5/01/25			33		32,938

AB HIGH YIELD PORTFOLIO  • 17

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Endo Finance LLC 5.75%, 1/15/22(a)	U.S.$		10	$	10,125
Endo Finance LLC/Endo Finco, Inc. 7.00%, 7/15/19(a)			80		83,400
Envision Healthcare Corp. 5.125%, 7/01/22(a)			20		20,600
HCA, Inc. 4.25%, 10/15/19			153		159,885
5.375%, 2/01/25			19		19,950
6.50%, 2/15/20			80		91,200
HJ Heinz Co. 4.875%, 2/15/25(a)			45		49,140
HRG Group, Inc. 7.75%, 1/15/22			10		10,038
7.875%, 7/15/19			28		29,747
IASIS Healthcare LLC/IASIS Capital Corp. 8.375%, 5/15/19			65		67,437
Jaguar Holding Co. I 9.375% (9.375% Cash or 10.125% PIK), 10/15/17(a)(e)			35		35,787
Jaguar Holding Co. II/Jaguar Merger Sub, Inc. 9.50%, 12/01/19(a)			50		53,750
Kindred Healthcare, Inc. 8.00%, 1/15/20(a)			35		37,758
Kinetic Concepts, Inc./KCI USA, Inc. 10.50%, 11/01/18			50		53,812
Mallinckrodt International Finance SA 3.50%, 4/15/18			11		10,973
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.50%, 4/15/25(a)			6		6,120
5.75%, 8/01/22(a)			18		18,630
MPH Acquisition Holdings LLC 6.625%, 4/01/22(a)			10		10,500
Par Pharmaceutical Cos., Inc. 7.375%, 10/15/20			20		21,375
PC Nextco Holdings LLC/PC Nextco Finance, Inc. 8.75%, 8/15/19			44		44,880
Post Holdings, Inc. 7.375%, 2/15/22			40		41,500
PRA Holdings, Inc. 9.50%, 10/01/23(a)			30		33,862
RSI Home Products, Inc. 6.50%, 3/15/23(a)			52		54,210
Salix Pharmaceuticals Ltd. 6.50%, 1/15/21(a)(f)			10		11,350

18 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Smithfield Foods, Inc. 5.25%, 8/01/18(a)	U.S.$		25	$	25,625
5.875%, 8/01/21(a)			30		31,500
6.625%, 8/15/22			20		21,550
Spectrum Brands, Inc. 6.125%, 12/15/24(a)			7		7,420
6.375%, 11/15/20			30		31,800
6.625%, 11/15/22			20		21,400
Sun Products Corp. (The) 7.75%, 3/15/21(a)			20		17,625
Tenet Healthcare Corp. 4.50%, 4/01/21			25		24,906
6.875%, 11/15/31			78		72,930
8.00%, 8/01/20			60		62,775
8.125%, 4/01/22			23		25,099
United Surgical Partners International, Inc. 9.00%, 4/01/20			20		21,475
Valeant Pharmaceuticals International, Inc. 5.50%, 3/01/23(a)			30		30,375
5.875%, 5/15/23(a)			57		58,496
6.125%, 4/15/25(a)			96		99,240
					1,957,007
Energy – 8.8%
American Energy-Permian Basin LLC/AEPB Finance Corp. 7.125%, 11/01/20(a)			10		7,350
Antero Resources Corp. 5.125%, 12/01/22			20		19,900
5.625%, 6/01/23(a)			10		10,213
Basic Energy Services, Inc. 7.75%, 2/15/19			15		12,825
Bonanza Creek Energy, Inc. 5.75%, 2/01/23			23		22,368
6.75%, 4/15/21			14		14,245
California Resources Corp. 6.00%, 11/15/24(a)			24		36,736
Canbriam Energy, Inc. 9.75%, 11/15/19(a)			11		11,275
Chaparral Energy, Inc. 7.625%, 11/15/22			15		12,000
CHC Helicopter SA 9.25%, 10/15/20			41		35,348
Chesapeake Energy Corp. 2.50%, 5/15/37(g)			60		57,787
4.875%, 4/15/22			20		18,450
6.875%, 11/15/20			35		35,962
Cimarex Energy Co. 4.375%, 6/01/24			5		5,063

AB HIGH YIELD PORTFOLIO  • 19

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Cobalt International Energy, Inc. 2.625%, 12/01/19(g)	U.S.$		24	$	18,420
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25%, 4/01/23(a)			16		16,720
Denbury Resources, Inc. 4.625%, 7/15/23			20		18,000
5.50%, 5/01/22			10		9,475
Energy Transfer Equity LP 5.875%, 1/15/24			20		21,000
Energy XXI Gulf Coast, Inc. 6.875%, 3/15/24(a)			35		13,913
7.75%, 6/15/19			10		4,744
11.00%, 3/15/20(a)			13		12,415
EP Energy LLC/Everest Acquisition Finance, Inc. 6.875%, 5/01/19			15		15,465
EXCO Resources, Inc. 8.50%, 4/15/22			12		7,170
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22			50		49,250
Goodrich Petroleum Corp. 8.875%, 3/15/19			35		18,900
Halcon Resources Corp. 8.875%, 5/15/21			27		21,087
9.75%, 7/15/20			8		6,560
Hornbeck Offshore Services, Inc. 5.875%, 4/01/20			30		27,150
Jones Energy Holdings LLC/Jones Energy Finance Corp. 6.75%, 4/01/22			30		29,700
Jupiter Resources, Inc. 8.50%, 10/01/22(a)			28		23,660
Laredo Petroleum, Inc. 7.375%, 5/01/22			30		32,100
Legacy Reserves LP/Legacy Reserves Finance Corp. 6.625%, 12/01/21			10		8,400
8.00%, 12/01/20			10		8,725
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19			52		43,940
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. 4.875%, 12/01/24			20		20,688
Memorial Resource Development Corp. 5.875%, 7/01/22(a)			45		43,650
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC 9.25%, 6/01/21			20		10,600

20 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Northern Blizzard Resources, Inc. 7.25%, 2/01/22(a)	U.S.$		20	$	19,000
Oasis Petroleum, Inc. 6.875%, 3/15/22			30		30,525
Offshore Group Investment Ltd. 7.50%, 11/01/19			30		19,800
Paragon Offshore PLC 7.25%, 8/15/24(a)			60		24,900
PHI, Inc. 5.25%, 3/15/19			30		28,950
Precision Drilling Corp. 6.50%, 12/15/21			20		19,450
QEP Resources, Inc. 5.375%, 10/01/22			45		45,562
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			30		30,825
5.00%, 10/01/22			35		37,537
5.50%, 4/15/23			20		21,150
Rosetta Resources, Inc. 5.875%, 6/01/24			30		29,775
Sabine Oil & Gas Corp. 7.25%, 6/15/19			20		5,000
Sabine Pass Liquefaction LLC 5.625%, 3/01/25(a)			50		50,277
5.75%, 5/15/24			100		101,000
Sanchez Energy Corp. 6.125%, 1/15/23			28		27,440
7.75%, 6/15/21			20		20,850
SandRidge Energy, Inc. 7.50%, 2/15/23			15		9,900
Seven Generations Energy Ltd. 6.75%, 5/01/23(a)			7		7,131
8.25%, 5/15/20(a)			30		32,175
SM Energy Co. 5.00%, 1/15/24			20		19,650
Southern Star Central Corp. 5.125%, 7/15/22(a)			20		20,800
Swift Energy Co. 7.875%, 3/01/22			15		6,975
Tervita Corp. 8.00%, 11/15/18(a)			15		13,913
10.875%, 2/15/18(a)			20		13,800
Transocean, Inc. 3.00%, 10/15/17			40		38,600
6.80%, 3/15/38			45		34,425
Triangle USA Petroleum Corp. 6.75%, 7/15/22(a)			20		17,100

AB HIGH YIELD PORTFOLIO  • 21

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Vanguard Natural Resources LLC/VNR Finance Corp. 7.875%, 4/01/20	U.S.$		10	$	9,925
W&T Offshore, Inc. 8.50%, 6/15/19			15		10,725
Whiting Petroleum Corp. 5.00%, 3/15/19			20		19,950
6.25%, 4/01/23(a)			33		34,135
					1,582,499
Other Industrial – 1.3%
General Cable Corp. 4.50%, 11/15/29(g)			17		12,952
5.75%, 10/01/22(h)			20		18,300
Interline Brands, Inc. 10.00%, 11/15/18(e)			24		25,200
Laureate Education, Inc. 10.00%, 9/01/19(a)			55		53,625
Modular Space Corp. 10.25%, 1/31/19(a)			28		22,680
NANA Development Corp. 9.50%, 3/15/19(a)			45		42,975
New Enterprise Stone & Lime Co., Inc. 11.00%, 9/01/18			30		26,850
13.00% (6.00% Cash and 7.00% PIK), 3/15/18(e)			21		23,031
Safway Group Holding LLC/Safway Finance Corp. 7.00% , 5/15/18(a)			17		17,212
					242,825
Services – 0.6%
ADT Corp. (The) 2.25%, 7/15/17			15		14,925
4.125%, 4/15/19			20		20,312
6.25%, 10/15/21			20		21,500
IHS, Inc. 5.00%, 11/01/22(a)			15		15,000
Mobile Mini, Inc. 7.875%, 12/01/20			20		21,000
Sabre GLBL, Inc. 5.375%, 4/15/23(a)			9		9,180
ServiceMaster Co. LLC (The) 7.00%, 8/15/20			10		10,575
					112,492
Technology – 4.3%
Audatex North America, Inc. 6.00%, 6/15/21(a)			10		10,328
6.125%, 11/01/23(a)			10		10,425

22 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Avaya, Inc. 7.00%, 4/01/19(a)	U.S.$		35	$	35,175
10.50%, 3/01/21(a)			30		26,438
Blackboard, Inc. 7.75%, 11/15/19(a)			15		14,400
BMC Software Finance, Inc. 8.125%, 7/15/21(a)			60		55,050
Brightstar Corp. 9.50%, 12/01/16(a)			60		62,475
CDW LLC/CDW Finance Corp. 5.00%, 9/01/23			13		13,390
5.50%, 12/01/24			19		20,197
Ceridian HCM Holding, Inc. 11.00%, 3/15/21(a)			15		15,806
CommScope Holding Co., Inc. 6.625%, 6/01/20(a)(e)			10		10,238
Dell, Inc. 5.875%, 6/15/19			35		38,478
6.50%, 4/15/38			26		27,170
First Data Corp. 7.375%, 6/15/19(a)			80		83,300
11.75%, 8/15/21			30		34,425
12.625%, 1/15/21			45		53,122
Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% (7.125% Cash and 7.875% PIK), 5/01/21(a)(e)			20		20,050
Infor US, Inc. 6.50%, 5/15/22(a)			20		20,550
Iron Mountain, Inc. 5.75%, 8/15/24			45		46,577
Micron Technology, Inc. 5.50%, 2/01/25(a)			43		42,785
MSCI, Inc. 5.25%, 11/15/24(a)			35		36,400
Nokia Oyj 5.375%, 5/15/19			15		16,286
Open Text Corp. 5.625%, 1/15/23(a)			12		12,450
Sanmina Corp. 4.375%, 6/01/19(a)			32		32,160
SunGard Data Systems, Inc. 7.625%, 11/15/20			40		42,300
					779,975
Transportation - Airlines – 0.1%
Air Canada 8.75%, 4/01/20(a)			20		22,408

AB HIGH YIELD PORTFOLIO  • 23

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Transportation - Services – 0.4%
Hertz Corp. (The) 5.875%, 10/15/20	U.S.$		70	$	71,225
					10,973,119
Financial Institutions – 11.8%
Banking – 5.9%
ABN AMRO Bank NV 4.31%, 3/10/16(i)	EUR		50		57,125
Ally Financial, Inc. 4.125%, 3/30/20	U.S.$		85		85,425
8.00%, 12/31/18-11/01/31			50		60,250
Bank of America Corp. Series AA 6.10%, 3/17/25(i)			9		9,180
Series X 6.25%, 9/05/24(i)			50		51,219
Series Z 6.50%, 10/23/24(i)			11		11,688
Bank of Ireland 10.00%, 7/30/16(a)	EUR		100		120,705
Barclays Bank PLC 6.86%, 6/15/32(a)(i)	U.S.$		30		34,050
BBVA International Preferred SAU 4.952%, 9/20/16(a)(i)	EUR		50		57,153
BNP Paribas SA 5.186%, 6/29/15(a)(i)	U.S.$		50		50,195
Citigroup, Inc. 5.95%, 1/30/23(i)			46		45,827
Credit Agricole SA 7.589%, 1/30/20(i)	GBP		50		86,152
HT1 Funding GmbH 6.352%, 6/30/17(i)	EUR		40		46,486
Lloyds Bank PLC 4.385%, 5/12/17(i)			50		59,230
Lloyds Banking Group PLC 6.657%, 5/21/37(a)(i)	U.S.$		35		39,987
Macquarie Capital Funding LP/Jersey 6.177%, 4/15/20(i)	GBP		50		78,269
RBS Capital Trust C 4.243%, 1/12/16(i)	EUR		35		39,349
Royal Bank of Scotland Group PLC Series U 7.64%, 9/30/17(i)	U.S.$		100		109,500
Zions Bancorporation 5.65%, 11/15/23			10		10,389
5.80%, 6/15/23(i)			20		19,310
					1,071,489

24 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Brokerage – 0.3%
E*TRADE Financial Corp. 4.625%, 9/15/23	U.S.$		30	$	30,637
GFI Group, Inc. 10.375%, 7/19/18(h)			27		29,903
					60,540
Finance – 3.8%
Artsonig Pty Ltd. 11.50% (11.50% Cash and 12.00% PIK), 4/01/19(a)(e)			22		18,674
CIT Group, Inc. 5.25%, 3/15/18			95		98,468
5.50%, 2/15/19(a)			25		26,156
Creditcorp 12.00%, 7/15/18(a)			20		17,700
Enova International, Inc. 9.75%, 6/01/21(a)			40		39,200
International Lease Finance Corp. 5.875%, 4/01/19			70		76,125
8.25%, 12/15/20			55		67,375
8.75%, 3/15/17			20		22,222
8.875%, 9/01/17			40		45,450
Navient Corp. 4.625%, 9/25/17			20		20,350
4.875%, 6/17/19			50		49,875
5.00%, 10/26/20			30		29,250
7.25%, 1/25/22			35		37,100
8.00%, 3/25/20			80		89,099
TMX Finance LLC/TitleMax Finance Corp. 8.50%, 9/15/18(a)			60		42,900
					679,944
Insurance – 0.7%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			30		32,100
Genworth Holdings, Inc. 4.80%, 2/15/24			30		25,913
HUB International Ltd. 7.875%, 10/01/21(a)			20		20,600
Liberty Mutual Group, Inc. 7.80%, 3/15/37(a)			40		49,204
					127,817
Other Finance – 0.9%
ACE Cash Express, Inc. 11.00%, 2/01/19(a)			10		6,025
Argos Merger Sub, Inc. 7.125%, 3/15/23(a)			35		36,750
CNG Holdings, Inc./OH 9.375%, 5/15/20(a)			50		36,000

AB HIGH YIELD PORTFOLIO  • 25

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
FTI Consulting, Inc. 6.75%, 10/01/20	U.S.$		30	$	31,569
Gardner Denver, Inc. 6.875%, 8/15/21(a)			11		10,230
iPayment, Inc. 9.50%, 12/15/19(a)(c)			6		5,703
Series AI 9.50%, 12/15/19			9		8,613
Speedy Group Holdings Corp. 12.00%, 11/15/17(a)			30		27,225
					162,115
REITS – 0.2%
Communications Sales & Leasing, Inc. 6.00%, 4/15/23(a)			8		8,050
8.25%, 10/15/23(a)			23		23,604
					31,654
					2,133,559
Utility – 4.0%
Electric – 4.0%
AES Corp./VA 4.875%, 5/15/23			20		19,487
7.375%, 7/01/21			55		61,205
Calpine Corp. 5.75%, 1/15/25			10		10,051
7.875%, 1/15/23(a)			41		45,100
DPL, Inc. 6.75%, 10/01/19(a)			20		21,400
Dynegy, Inc. 6.75%, 11/01/19(a)			45		47,025
7.375%, 11/01/22(a)			65		69,225
7.625%, 11/01/24(a)			40		43,000
FirstEnergy Corp. Series A 2.75%, 3/15/18			20		20,428
Series C 7.375%, 11/15/31			20		25,482
GenOn Energy, Inc. 7.875%, 6/15/17			40		40,100
9.50%, 10/15/18			60		62,250
NRG Energy, Inc. 6.25%, 7/15/22			6		6,225
6.625%, 3/15/23			13		13,683
7.625%, 1/15/18			25		27,687
7.875%, 5/15/21			50		53,420
Series WI 6.25%, 5/01/24			44		44,990
PPL Capital Funding, Inc. Series A 6.70%, 3/30/67			20		18,507

26 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
PPL Energy Supply LLC 4.60%, 12/15/21	U.S.$		27	$	25,250
6.50%, 5/01/18			10		10,668
RJS Power Holdings LLC 5.125%, 7/15/19(a)			55		54,037
					719,220
Total Corporates – Non-Investment Grade (cost $14,106,372)					13,825,898
CORPORATES – INVESTMENT GRADE – 4.7%
Financial Institutions – 3.9%
Banking – 1.8%
HSBC Capital Funding LP/Jersey 10.176%, 6/30/30(a)(i)			35		53,375
JPMorgan Chase & Co. Series Q 5.15%, 5/01/23(i)			20		19,388
Series R 6.00%, 8/01/23(i)			20		20,550
Series S 6.75%, 2/01/24(i)			7		7,638
Nationwide Building Society 6.00%, 12/15/16(i)	GBP		40		63,795
Standard Chartered PLC 6.409%, 1/30/17(a)(i)	U.S.$		100		105,250
Wells Fargo & Co. Series S 5.90%, 6/15/24(i)			55		57,750
					327,746
Insurance – 1.2%
Hartford Financial Services Group, Inc. (The) 8.125%, 6/15/38			40		45,240
Mitsui Sumitomo Insurance Co., Ltd. 7.00%, 3/15/72(a)			50		60,116
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			20		31,357
Progressive Corp. (The) 6.70%, 6/15/37			25		26,266
Prudential Financial, Inc. 5.625%, 6/15/43			40		42,700
XLIT Ltd. 5.50%, 3/31/45			12		11,723
					217,402
REITS – 0.9%
DDR Corp. 7.875%, 9/01/20			40		49,558

AB HIGH YIELD PORTFOLIO  • 27

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
EPR Properties 7.75%, 7/15/20	U.S.$		55	$	66,111
Senior Housing Properties Trust 6.75%, 12/15/21			30		34,565
					150,234
					695,382
Industrial – 0.8%
Basic – 0.1%
Freeport-McMoRan, Inc. 2.375%, 3/15/18			25		24,932
Communications - Telecommunications – 0.3%
Embarq Corp. 7.995%, 6/01/36			30		35,400
Qwest Corp. 6.75%, 12/01/21			15		17,212
					52,612
Consumer Non-Cyclical – 0.1%
Forest Laboratories, Inc. 5.00%, 12/15/21(a)			10		11,055
Energy – 0.3%
Enterprise Products Operating LLC Series A 8.375%, 8/01/66			20		21,254
Kinder Morgan Finance Co. LLC 5.70%, 1/05/16			29		29,911
Kinder Morgan, Inc./DE Series G 7.80%, 8/01/31			10		11,995
					63,160
					151,759
Total Corporates – Investment Grade (cost $846,681)					847,141
BANK LOANS – 2.0%
Industrial – 1.1%
Basic – 0.2%
Ineos US Finance LLC 3/31/22(j)(k)			25		25,128
Consumer Cyclical - Automotive – 0.2%
TI Group Automotive Systems LLC 4.25%, 7/02/21(k)			30		29,800

28 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Entertainment – 0.0%
NCL Corp., Ltd. (aka Norwegian Cruise Lines) 4.00%, 11/19/21(k)	U.S.$		4	$	3,913
Consumer Cyclical - Retailers – 0.1%
Men’s Wearhouse, Inc. (The) 5.00%, 6/18/21			7		7,313
PetSmart, Inc. 5.00%, 3/11/22(k)			15		15,177
					22,490
Consumer Non-Cyclical – 0.4%
Air Medical Group Holdings, Inc. 4/15/22(j)(k)			13		13,318
Grifols Worldwide Operations Ltd. 3.18%, 2/27/21(k)			10		9,947
Ortho-Clinical Diagnostics Holdings Luxembourg S.Ã.r.l. 4.75%, 6/30/21(k)			9		9,443
Pharmedium Healthcare Corp. 7.75%, 1/28/22(k)			40		39,950
					72,658
Other Industrial – 0.2%
Atkore International, Inc. 7.75%, 10/09/21(k)			25		23,562
Orbitz Worldwide, Inc. 4.50%, 4/15/21(k)			19		18,768
					42,330
					196,319
Utility – 0.8%
Electric – 0.8%
Energy Future Intermediate Holding Company LLC (EFIH Finance, Inc.) 4.25%, 6/19/16(k)			150		150,813
Financial Institutions – 0.1%
Other Finance – 0.1%
Travelport Finance (Luxembourg) S.Ã r.l. 5.75%, 9/02/21(k)			23		23,602
Total Bank Loans (cost $370,855)					370,734
		Shares
COMMON STOCKS – 2.0%
Beazer Homes USA, Inc.(c)			410		7,179
Clear Channel Outdoor Holdings, Inc. – Class A			2,000		22,760
Community Health Systems, Inc.(c)			270		14,494

AB HIGH YIELD PORTFOLIO  • 29

Portfolio of Investments

Company	Shares		U.S. $ Value
Crown Castle International Corp.		480	$	40,094
DISH Network Corp. – Class A(c)		150		10,149
Dynegy, Inc.(c)		580		19,297
eDreams ODIGEO SA(c)		5,140		19,657
Emeco Holdings Ltd.(c)		55,000		4,317
General Motors Co.		760		26,646
iPayment, Inc.		579		2,026
Jones Energy, Inc. – Class A(c)		870		8,926
Las Vegas Sands Corp.		450		23,796
LifePoint Hospitals, Inc.(c)		510		38,189
LyondellBasell Industries NV – Class A		110		11,387
Nortek, Inc.(c)		280		23,694
Nuverra Environmental Solutions, Inc.(c)		610		2,477
Quicksilver Resources, Inc.(c)		1,300		38
SBA Communications Corp. – Class A(c)		290		33,588
Time Warner Cable, Inc. – Class A		60		9,331
Townsquare Media, Inc. – Class A(c)		1,300		17,758
Travelport Worldwide Ltd.		1,430		22,637
Total Common Stocks (cost $339,662)				358,440
PREFERRED STOCKS – 1.9%
Financial Institutions – 1.7%
Banking – 1.4%
GMAC Capital Trust I 8.125%		2,000		52,560
Goldman Sachs Group, Inc. (The) Series J 5.50%		1,550		38,502
Morgan Stanley 6.875%		2,000		54,800
Royal Bank of Scotland Group PLC Series M 6.40%		2,000		50,060
US Bancorp/MN Series F 6.50%		2,000		59,560
				255,482
REITS – 0.3%
Health Care REIT, Inc. Series J 6.50%		500		12,965
Kimco Realty Corp. Series I 6.00%		675		17,111
Public Storage Series W 5.20%		1,000		24,100
				54,176
				309,658

30 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

Company		Shares		U.S. $ Value
Industrial – 0.2%
Consumer Cyclical - Other – 0.0%
Hovnanian Enterprises, Inc. 7.625%(c)			325	$	4,534
Energy – 0.2%
Energy XXI Ltd. 5.625%			250		14,250
Sanchez Energy Corp. 4.875%			550		20,987
					35,237
					39,771
Total Preferred Stocks (cost $339,186)					349,429
		Principal Amount (000)
COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.4%
Non-Agency Fixed Rate CMBS – 1.4%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.658%, 7/10/47(a)	U.S.$		50		47,393
GS Mortgage Securities Trust Series 2014-GC18, Class D 5.113%, 1/10/47(a)			100		98,924
JPMBB Commercial Mortgage Securities Trust Series 2013-C17, Class D 5.05%, 1/15/47(a)			100		99,006
Total Commercial Mortgage-Backed Securities (cost $243,312)					245,323
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.1%
GSE Risk Share Floating Rate – 0.9%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN1, Class M2 7.331%, 7/25/23(k)			50		60,138
Series 2013-DN2, Class M2 4.431%, 11/25/23(k)			50		51,525
Federal National Mortgage Association Connecticut Avenue Securities Series 2013-C01, Class M2 5.431%, 10/25/23(k)			50		54,676
					166,339

AB HIGH YIELD PORTFOLIO  • 31

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate – 0.2%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/36	U.S.$		32	$	27,103
Total Collateralized Mortgage Obligations (cost $204,186)					193,442
GOVERNMENTS – SOVEREIGN BONDS – 0.3%
Hungary – 0.3%
Hungary Government International Bond 6.375%, 3/29/21 (cost $49,565)			44		51,233
EMERGING MARKETS – SOVEREIGNS – 0.2%
Argentina – 0.1%
Argentina Boden Bonds 7.00%, 10/03/15			30		29,408
Venezuela – 0.1%
Venezuela Government International Bond 9.25%, 9/15/27			20		9,800
Total Emerging Markets – Sovereigns (cost $47,266)					39,208
GOVERNMENTS – TREASURIES – 0.2%
Brazil – 0.2%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17 (cost $48,822)	BRL		110		34,696
GOVERNMENTS – SOVEREIGN AGENCIES – 0.2%
Brazil – 0.1%
Petrobras Global Finance BV 5.625%, 5/20/43	U.S.$		25		20,651
Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			10		9,587
Total Governments – Sovereign Agencies (cost $30,892)					30,238

32 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
AGENCIES – 0.2%
Agency Subordinated – 0.2%
CITGO Petroleum Corp. 6.25%, 8/15/22(a) (cost $29,067)	U.S.$		29	$	28,348
		Contracts
OPTIONS PURCHASED – PUTS – 0.1%
Options on Funds and Investment Trusts – 0.1%
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 206.00(c)(l)			27		3,712
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 200.00(c)(l)			42		1,806
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 185.00(c)(l)			41		226
					5,744
		Notional Amount (000)
Swaptions – 0.0%
CDX-NAHY Series 24, 5 Year Index RTP, Barclays Bank PLC (Buy Protection) Expiration: May 2015, Exercise Rate: 0.20%(c)			610		1,733
IRS Swaption, Goldman Sachs International Expiration: Jul 2015, Pay 2.956%, Receive 3-month LIBOR (BBA)(c)			140		664
IRS Swaption, Goldman Sachs International Expiration: Jul 2015, Pay 2.706%, Receive 3-month LIBOR (BBA)(c)			110		1,778
					4,175
Total Options Purchased – Puts (premiums paid $10,650)					9,919
		Shares
WARRANTS – 0.0%
iPayment Holdings, Inc., expiring 12/29/22(c)(m)(n)			11,721		3,516
Peugeot SA, expiring 4/29/17(c)			1,150		4,733
Total Warrants (cost $6,894)					8,249

AB HIGH YIELD PORTFOLIO  • 33

Portfolio of Investments

Company		Contracts			U.S. $ Value
OPTIONS PURCHASED – CALLS – 0.0%
Options on Forward Contracts – 0.0%
TRY/USD Expiration: Jul 2015, Exercise Price: TRY 2.67(c)			480,600		$	3,247
Options on Funds and Investment Trusts – 0.0%
SPDR S&P 500 ETF Trust Expiration: May 2015, Exercise Price: $ 216.00(c)(l)			20			130
SPDR S&P Oil & Gas Expiration: May 2015, Exercise Price: $ 58.00(c)(l)			60			2,490
						2,620
Options on Indices – 0.0%
DAX Index Expiration: May 2015, Exercise Price: EUR 12,200.00(c)(l)			17			532
DAX Index Expiration: May 2015, Exercise Price: 12,500.00(c)(l)			17			163
						695
Total Options Purchased – Calls (premiums paid $12,559)						6,562
		Shares
SHORT-TERM INVESTMENTS – 6.5%
Investment Companies – 6.5%
AB Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.10%(o)(p) (cost $1,181,491)			1,181,491			1,181,491
		Principal Amount (000)
Time Deposits – 0.0%
BBH, Grand Cayman 0.08%, 5/01/15	GBP		5			8,196
0.15%, 5/01/15	CAD		– 0	–^		1
1.21%, 5/01/15	AUD		– 0	–^		– 0	–+
4.76%, 5/04/15	ZAR		2			129
Total Time Deposits (cost $8,172)						8,326
Total Short-Term Investments (cost $1,189,663)						1,189,817
Total Investments – 97.2% (cost $17,875,632)						17,588,677
Other assets less liabilities – 2.8%						513,019
Net Assets – 100.0%					$	18,101,696

34 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at April 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 5 Yr (CBT) Futures		17		June 2015	$	2,029,242	$	2,042,258	$	13,016
U.S. T-Note 10 Yr (CBT) Futures		1		June 2015		127,594		128,375		781
Sold Contracts
S&P 500 E-Mini Futures		1		June 2015		101,720		103,945		(2,225	)
									$	11,572

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		AUD	95		USD	72		5/15/15	$	(2,839	)
Brown Brothers Harriman & Co.		CAD	56		USD	44		5/15/15		(1,615	)
Brown Brothers Harriman & Co.		USD	37		AUD	47		5/15/15		412
Brown Brothers Harriman & Co.		NZD	30		USD	22		5/22/15		(204	)
Brown Brothers Harriman & Co.		USD	27		TRY	74		5/22/15		292
Brown Brothers Harriman & Co.		USD	26		MXN	402		5/28/15		(114	)
Brown Brothers Harriman & Co.		GBP	213		USD	319		6/04/15		(8,703	)
Brown Brothers Harriman & Co.		JPY	5,371		USD	45		6/05/15		(168	)
Brown Brothers Harriman & Co.		USD	39		SEK	341		6/10/15		1,582
Brown Brothers Harriman & Co.		USD	90		TRY	252		7/27/15		1,908
Credit Suisse International		EUR	421		USD	462		6/18/15		(10,670	)
Deutsche Bank AG		TRY	252		USD	90		7/27/15		(2,111	)
Goldman Sachs Bank USA		BRL	216		USD	73		5/05/15		1,199
Goldman Sachs Bank USA		USD	69		BRL	216		5/05/15		2,578
Goldman Sachs Bank USA		USD	33		BRL	97		6/02/15		(946	)
Royal Bank of Scotland PLC		USD	27		IDR	349,609		5/29/15		122
UBS AG		BRL	194		USD	62		5/05/15		(1,972	)
UBS AG		USD	63		BRL	194		5/05/15		1,681
									$	(19,568	)

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
SPDR S&P 500 ETF Trust(l)		42	$	190.00		5/15/15	$	1,005	$	(377	)
SPDR S&P 500 ETF Trust(l)		27		202.00		5/15/15		728		(1,701	)
							$	1,733	$	(2,078	)

AB HIGH YIELD PORTFOLIO  • 35

Portfolio of Investments

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note D)

Description	Counterparty	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
Put – CDX-NAHY Series 24, 5 Year Index	Barclays Bank PLC		Buy		103.00	%		5/20/15	$	610	$	610	$	(303	)

CURRENCY OPTIONS WRITTEN (see Note D)

Description

Exercise Price

Expiration Date

Contracts (000)

Premiums Received

U.S. $ Value

Put – TRY/USD

TRY 3.01

7/24/15

TRY

542

$

2,904

$

(1,696

)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)			Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citigroup Global Markets, Inc./(INTRCONX)
iTraxx-XOVER Series 21, 5 Year Index, 6/20/19*		(5.00	)%		1.79	%		EUR	160	$	(23,742	)	$	672
iTraxx-XOVER Series 23, 5 Year Index, 6/20/20*		(5.00	)		2.71				160		(20,033	)		(1,421	)
										$	(43,775	)	$	(749	)

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Citigroup Global Markets, Inc./(CME Group)	$	1,850		2/27/20		1.63	%		3 Month LIBOR	$	(11,697	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Credit Suisse International:
Western Union Co., 3.65%, 8/22/18, 9/20/17*		(1.00	)%		0.44	%	$	60	$	(819	)	$	(637	)	$	(182	)
Goldman Sachs International:
British Telecommunications PLC, 5.75%, 12/7/28, 6/20/20*		(1.00	)		0.48		EUR	170		(5,323	)		(4,722	)		(601	)

36 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International:
Western Union Co., 3.65%, 8/22/18, 9/20/19*		1.00	%		1.10	%	$	40	$	(178	)	$	(489	)	$	311
Goldman Sachs International:
Convatec Healthcare E S.A., 10.875% 12/15/18, 9/20/19*		5.00			1.20		EUR	25		4,727			4,375			352
JPMorgan Chase Bank:
Virgin Media Finance PLC, 7.00% 4/15/23, 9/20/19*		5.00			1.63			60		10,005			6,580			3,425
Wind Acquisition Finance SA, 11.75% 7/15/17, 9/20/19*		5.00			2.20			70		9,584			5,539			4,045
Morgan Stanley & Co. International PLC:
AK Steel Corp., 7.625% 5/15/20, 9/20/19*		5.00			8.15		$	30		(3,132	)		319			(3,451	)
MGM Resorts International, 7.625% 1/15/17, 9/20/19*		5.00			2.69			70		6,835			6,632			203
U.S. Steel Corp., 6.65% 6/1/37, 9/20/19*		5.00			4.47			20		470			997			(527	)
									$	22,169		$	18,594		$	3,575

* Termination date

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received		Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Morgan Stanley Capital Services LLC
iShares iBoxx $ High Yield Index		990		LIBOR		USD 232		6/22/15	$	4,072
iShares iBoxx $ High Yield Index		654		LIBOR		153		6/22/15		2,481
									$	6,553

^ Principal amount less than 500.

+ Less than $0.50.

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $5,359,705 or 29.6% of net assets.

(b) Restricted and illiquid security.

Restricted Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
Momentive Performance Materials, Inc. 8.875%, 10/15/20		10/11/12	$	– 0	–	$	– 0	–		0.00	%

AB HIGH YIELD PORTFOLIO  • 37

Portfolio of Investments

(c) Non-income producing security.

(d) Security is in default and is non-income producing.

(e) Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at April 30, 2015.

(f) Variable rate coupon, rate shown as of April 30, 2015.

(g) Convertible security.

(h) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2015.

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

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

(k) Floating Rate Security. Stated interest rate was in effect at April 30, 2015.

(l) One contract relates to 100 shares.

(m) Fair valued by the Adviser.

(n) Illiquid security.

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

(p) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

JPY – Japanese Yen

MXN – Mexican Peso

NZD – New Zealand Dollar

SEK – Swedish Krona

TRY – Turkish Lira

USD – United States Dollar

ZAR – South African Rand

Glossary:

BBA – British Bankers Association

CBT – Chicago Board of Trade

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

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

DAX – Deutscher Aktien Index (German Stock Index)

ETF – Exchange Traded Fund

GSE – Government-Sponsored Enterprise

INTRCONX – Inter-Continental Exchange

IRS – Interest Rate Swaption

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

RTP – Right to Pay

SPDR – Standard & Poor’s Depository Receipt

See notes to financial statements.

38 •  AB HIGH YIELD PORTFOLIO

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value Unaffiliated issuers (cost $16,694,141)	$	16,407,186
Affiliated issuers (cost $1,181,491)		1,181,491
Cash		12,669
Cash collateral due from broker		58,681
Foreign currencies at value (cost $976)		1,175
Receivable for investment securities sold		388,855
Dividends and interest receivable		275,964
Unamortized offering expense		27,780
Upfront premiums paid on credit default swaps		24,442
Receivable from Adviser		47,721
Receivable for capital stock sold		12,002
Unrealized appreciation on forward currency exchange contracts		9,774
Unrealized appreciation on credit default swaps		8,336
Unrealized appreciation on total return swaps		6,553
Receivable for variation margin on exchange-traded derivatives		864
Total assets		18,463,493
Liabilities
Payable for investment securities purchased		124,344
Custody fee payable		74,011
Dividends payable		62,157
Audit and tax fee payable		29,458
Unrealized depreciation on forward currency exchange contracts		29,342
Offering expenses payable		10,870
Upfront premiums received on credit default swaps		5,848
Unrealized depreciation on credit default swaps		4,761
Options written, at value (premiums received $5,247)		4,077
Transfer Agent fee payable		1,904
Payable for variation margin on exchange-traded derivatives		862
Distribution fee payable		163
Payable for capital stock redeemed		54
Other accrued liabilities		13,946
Total Liabilities		361,797
Net Assets	$	18,101,696
Composition of Net Assets
Capital stock, at par	$	1,850
Additional paid-in capital		18,515,489
Distributions in excess of net investment income		(15,914	)
Accumulated net realized loss on investment and foreign currency transactions		(102,454	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(297,275	)
	$	18,101,696

See notes to financial statements.

AB HIGH YIELD PORTFOLIO  • 39

Statement of Assets & Liabilities

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	270,052		27,606	$	9.78	*
C	$	126,136		12,891	$	9.78
Advisor	$	156,658		16,008	$	9.79
R	$	9,787		1,000	$	9.79
K	$	9,787		1,000	$	9.79
I	$	17,519,489		1,790,331	$	9.79
Z	$	9,787		1,000	$	9.79

* The maximum offering price per share for Class A shares was $10.21 which reflects a sales charge of 4.25%.

See notes to financial statements.

40 •  AB HIGH YIELD PORTFOLIO

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Interest	$	445,068
Dividends
Unaffiliated issuers		13,954
Affiliated issuers		558		$	459,580
Expenses
Advisory fee (see Note B)		53,414
Distribution fee—Class A		132
Distribution fee—Class C		455
Distribution fee—Class R		24
Distribution fee—Class K		13
Transfer agency—Class A		1,927
Transfer agency—Class C		2,038
Transfer agency—Advisor Class		3,628
Transfer agency—Class R		4
Transfer agency—Class K		2
Transfer agency—Class I		1,744
Transfer agency—Class Z		2
Amortization of offering expenses		69,808
Custodian		62,127
Audit and tax		31,253
Administrative		29,696
Legal		20,490
Registration fees		42,263
Printing		12,755
Directors’ fees		3,690
Miscellaneous		5,939
Total expenses		341,404
Less: expenses waived and reimbursed by the Adviser (see Note B)		(269,521	)
Net expenses					71,883
Net investment income					387,697
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(255,263	)
Swaps					24,064
Futures					(6,966	)
Options written					53,067
Foreign currency transactions					81,632
Net change in unrealized appreciation/depreciation on:
Investments					6,985
Swaps					(18,561	)
Futures					14,079
Options written					(33	)
Foreign currency denominated assets and liabilities					(32,066	)
Net loss on investment and foreign currency transactions					(133,062	)
Net Increase in Net Assets from Operations				$	254,635

See notes to financial statements.

AB HIGH YIELD PORTFOLIO  • 41

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014* to October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	387,697		$	193,271
Net realized gain (loss) on investment and foreign currency transactions		(103,466	)		95,040
Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities		(29,596	)		(267,679	)
Net increase in net assets from operations		254,635			20,632
Dividends and Distributions to Shareholders from
Net investment income
Class A		(2,356	)		(192	)
Class C		(1,911	)		(72	)
Advisor Class		(3,565	)		(202	)
Class R		(231	)		(87	)
Class K		(243	)		(94	)
Class I		(459,774	)		(203,083	)
Class Z		(255	)		(102	)
Net realized gain on investment and foreign currency transactions
Class A		(52	)		– 0	–
Class C		(122	)		– 0	–
Advisor Class		(191	)		– 0	–
Class R		(14	)		– 0	–
Class K		(14	)		– 0	–
Class I		(24,706	)		– 0	–
Class Z		(14	)		– 0	–
Capital Stock Transactions
Net increase (decrease)		(1,622,182	)		20,145,891
Total increase (decrease)		(1,860,995	)		19,962,691
Net Assets
Beginning of period		19,962,691			– 0	–
End of period (including distributions in excess of net investment income of $(15,914) and undistributed net investment income of $64,724, respectively)	$	18,101,696		$	19,962,691

* Commencement of operations.

See notes to financial statements.

42 •  AB HIGH YIELD PORTFOLIO

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy Portfolio), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The Credit Long/Short Portfolio commenced operations on May 7, 2014. The High Yield Portfolio commenced operations on July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the High Yield Portfolio (the “Portfolio”). The Portfolio has authorized the issuance of Class A, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class B, Class 1 and Class 2 shares. As of April 30, 2015, AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class R, Class K, Class I and Class Z shares. Class B, Class 1 and Class 2 are not currently being offered. Class A shares are sold with a front end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

AB HIGH YIELD PORTFOLIO  • 43

Notes to Financial Statements

1. Security Valuation

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

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

44 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

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

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

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

AB HIGH YIELD PORTFOLIO  • 45

Notes to Financial Statements

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices,

46 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Non-Investment Grade

$

– 0

–

$

13,674,068

$

151,830

^

$

13,825,898

Corporates – Investment Grade

– 0

–

847,141

– 0

–

847,141

Bank Loans

– 0

–

– 0

–

370,734

370,734

Common Stocks

332,438

23,976

2,026

358,440

Preferred Stocks

314,192

35,237

– 0

–

349,429

Commercial Mortgage-Backed Securities

– 0

–

– 0

–

245,323

245,323

Collateralized Mortgage Obligations

– 0

–

– 0

–

193,442

193,442

Governments – Sovereign Bonds

– 0

–

51,233

– 0

–

51,233

Emerging Markets – Sovereigns

– 0

–

39,208

– 0

–

39,208

Governments – Treasuries

– 0

–

34,696

– 0

–

34,696

Governments – Sovereign Agencies

– 0

–

30,238

– 0

–

30,238

Agencies

– 0

–

28,348

– 0

–

28,348

Options Purchased – Puts

– 0

–

9,919

– 0

–

9,919

Warrants

4,733

– 0

–

3,516

8,249

Options Purchased – Calls

– 0

–

6,562

– 0

–

6,562

Short-Term Investments:

Investment Companies

1,181,491

– 0

–

– 0

–

1,181,491

Time Deposits

– 0

–

8,326

– 0

–

8,326

Total Investments in Securities

1,832,854

14,788,952

966,871

17,588,677

Other Financial Instruments*:

Assets

Credit Default Swaps

– 0

–

8,336

– 0

–

8,336

Centrally Cleared Credit Default Swaps

– 0

–

672

– 0

–

672

†

Futures

13,797

– 0

–

– 0

–

13,797

†

Forward Currency Exchange Contracts

– 0

–

9,774

– 0

–

9,774

Total Return Swaps

– 0

–

6,553

– 0

–

6,553

AB HIGH YIELD PORTFOLIO  • 47

Notes to Financial Statements

Investments in Securities	Level 1			Level 2			Level 3			Total
Liabilities
Credit Default Swaps	$	– 0	–	$	(4,761	)	$	– 0	–	$	(4,761	)
Centrally Cleared Credit Default Swaps		– 0	–		(1,421	)		– 0	–		(1,421	)†
Centrally Cleared Interest-Rate Swaps		– 0	–		(11,697	)		– 0	–		(11,697	)†
Futures		(2,225	)		– 0	–		– 0	–		(2,225	)†
Forward Currency Exchange Contracts		– 0	–		(29,342	)		– 0	–		(29,342	)
Put Options Written		– 0	–		(2,078	)		– 0	–		(2,078	)
Credit Default Swaptions Written		– 0	–		(303	)		– 0	–		(303	)
Currency Options Written		– 0	–		(1,696	)		– 0	–		(1,696	)
Total**	$	1,844,426		$	14,762,989		$	966,871		$	17,574,286

^ The Portfolio held securities with zero market value at period end.

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include written options and swaptions which are valued at market value.

† Only variation margin receivable/payable at period end is reported within the statements of assets and liabilities. This amount reflects cumulative appreciation/depreciation of exchange-traded derivatives as reported in the portfolio of investments.

** There were de minimis transfers under 1% of net assets during the reporting period.

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

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

	Corporates - Non-Investment Grade#			Corporates - Investment Grade			Bank Loans			Common Stocks
Balance as of 10/31/14	$	207,734		$	34,600		$	326,756		$	– 0	–
Accrued discounts/ (premiums)		(2,442	)		– 0	–		182			– 0	–
Realized gain (loss)		(99	)		– 0	–		(649	)		– 0	–
Change in unrealized appreciation/ depreciation		(13,854	)		– 0	–		2,901			579
Purchases		– 0	–		– 0	–		73,771			1,447
Sales/Paydowns		(39,509	)		– 0	–		(32,227	)		– 0	–
Transfers into level 3		– 0	–		– 0	–		– 0	–		– 0	–
Transfers out of level 3		– 0	–		(34,600	)		– 0	–		– 0	–
Balance as of 4/30/15	$	151,830		$	– 0	–	$	370,734		$	2,026
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15**	$	(12,655	)	$	– 0	–	$	2,021		$	579

48 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

	Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations			Warrants			Total
Balance as of 10/31/14	$	238,158		$	262,347		$	– 0	–	$	1,069,595
Accrued discounts/ (premiums)		112			(2,951	)		– 0	–		(5,099	)
Realized gain (loss)		– 0	–		(4,718	)		– 0	–		(5,466	)
Change in unrealized appreciation/ depreciation		7,053			6,579			(703	)		2,555
Purchases		– 0	–		– 0	–		4,219			79,437
Sales/Paydowns		– 0	–		(67,815	)		– 0	–		(139,551	)
Transfers into level 3		– 0	–		– 0	–		– 0	–		– 0	–
Transfers out of level 3		– 0	–		– 0	–		– 0	–		(34,600	)
Balance as of 4/30/15	$	245,323		$	193,442		$	3,516		$	966,871	+
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15**	$	7,053		$	1,316		$	(703	)	$	(2,389	)

# The Portfolio held securities with zero market value at period end.

+ There were de minimis transfers under 1% of net assets during the reporting period.

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

As of April 30, 2015 all Level 3 securities were priced by third party vendors or using prior transaction, which approximates fair value.

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

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of

AB HIGH YIELD PORTFOLIO  • 49

Notes to Financial Statements

activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, process at vendors, 2) daily comparisons of security valuation versus prior day for all securties that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

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

3. Currency Translation

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

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

4. Taxes

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

50 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a prorate basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $140,773 were deferred and amortized on a straight line basis over a one year period starting from July 15, 2014 (commencement of operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .60% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.05%, 1.80%, .80%, 1.30%, 1.05%, .80%, and .80% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares, respectively. Any fees waived and expenses borne by the Adviser may be

AB HIGH YIELD PORTFOLIO  • 51

Notes to Financial Statements

reimbursed by the Portfolio 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 Portfolio’s total annual operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated before January 29, 2016. For the period ended April 30, 2015, such waiver/reimbursement amounted to $239,825.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended April 30, 2015, the reimbursement for such services amounted to $29,696.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $9,000 for the period ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $601 from the sale of Class A shares and received $16 in contingent deferred sales charges imposed upon redemptions by shareholders of Class C shares for the period ended April 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    1,841	$	4,060	$	4,720	$	1,181	$	1

Brokerage commissions paid on investment transactions for the period ended April 30, 2015 amounted to $5,560, none of which was paid to Sanford C. Bernstein & Co. LLC or Sanford C. Bernstein Limited, affiliates of the Adviser.

52 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to Class C shares, .50% of the Portfolio’s average daily net assets attributable to Class R shares and .25% of the Portfolio’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amount of $797 for Class C shares. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2015, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	4,203,402		$	5,283,538
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes was substantially the same as cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency contracts, written options, swaps and futures) are as follows:

Gross unrealized appreciation	$	233,234
Gross unrealized depreciation		(520,189	)
Net unrealized depreciation	$	(286,955	)

1. Derivative Financial Instruments

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

AB HIGH YIELD PORTFOLIO  • 53

Notes to Financial Statements

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

• Forward Currency Exchange Contracts

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

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

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended April 30, 2015, the Portfolio held foreign-currency exchange contracts for hedging and non-hedging purposes.

• Futures

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

At the time the Portfolio enters into a future, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is

54 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended April 30, 2015, the Portfolio held futures for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of

AB HIGH YIELD PORTFOLIO  • 55

Notes to Financial Statements

the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

The Portfolio may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on 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.

During the six months ended April 30, 2015, the Portfolio held purchased options for hedging and non-hedging purposes.

During the six months ended April 30, 2015, the Portfolio held written options for hedging and non-hedging purposes.

For the six months ended April 30, 2015, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 10/31/14		150		$	12,293
Options written		542,304			38,537
Options expired		(287	)		(28,681	)
Options bought back		(298	)		(17,512	)
Options exercised		– 0	–		– 0	–
Options written outstanding as of 4/30/15		541,869		$	4,637

For the six months ended April 30, 2015, the Portfolio had the following transactions in written swaptions:

	Notional Amount			Premiums Received
Swaptions written outstanding as of 10/31/14	$	3,760,000		$	9,332
Swaptions written		5,730,000			20,736
Swaptions expired		(8,880,000	)		(29,458	)
Swaptions bought back		– 0	–		– 0	–
Swaptions exercised		– 0	–		– 0	–
Swaptions written outstanding as of 4/30/15	$	610,000		$	610

56 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

• Swaps

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

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

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

AB HIGH YIELD PORTFOLIO  • 57

Notes to Financial Statements

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount of shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of April 30, 2015, the Portfolio had Buy Contracts outstanding with respect to the same referenced obligation and counterparty as certain Sale Contracts which may partially offset the Maximum Payout Amount in the amount of $40,000.

58 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

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

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

During the six months ended April 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Interest Rate Swaps:

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

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

AB HIGH YIELD PORTFOLIO  • 59

Notes to Financial Statements

During the six months ended April 30, 2015, the Portfolio held interest rate swaps for hedging purposes.

Total Return Swaps:

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

During the six months ended April 30, 2015, the Portfolio held total return swaps for non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction

60 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At April 30, 2015 the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Unrealized appreciation on total return swaps	$	6,553
Interest rate contracts					Receivable/Payable for variation margin on exchange-traded derivatives	$	11,697	*
Interest rate contracts	Investments in securities, at value		2,442
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		9,774		Unrealized depreciation on forward currency exchange contracts		29,342
Foreign exchange contracts	Investments in securities, at value		3,247
Foreign exchange contracts					Options written, at value		1,696
Credit contracts	Unrealized appreciation on credit default swaps		8,336		Unrealized depreciation on credit default swaps		4,761
Credit contracts	Investments in securities, at value		1,733
Credit contracts					Options written, at value		303
Credit contracts	Receivable/Payable for variation margin on exchange-traded derivatives		672	*	Receivable/Payable for variation margin on exchange-traded derivatives		1,421	*

AB HIGH YIELD PORTFOLIO  • 61

Notes to Financial Statements

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	13,797	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	2,225	*
Equity contracts	Investment in securities, at value		9,059		Options written, at value		2,078
Total		$	55,613			$	53,523

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivative contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation of swaps	$	7,698		$	(13,837	)
Interest rate contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/ depreciation of futures		(6,966	)		13,797
Interest rate contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		– 0	–		(180	)
Foreign exchange contracts	Net realized gain/(loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation on foreign currency denominated assets and liabilities		112,848			(31,776	)

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Notes to Financial Statements

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investment transactions	$	– 0	–	$	754
Foreign exchange contracts	Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation on options written		– 0	–		1,208
Credit contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investment transactions		(40,412	)		3,218
Credit contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation on swaps		16,366			(4,724	)
Credit contracts	Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation on options written		29,458			(1,688	)
Equity contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/depreciation on futures		– 0	–		282
Equity contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation on investment transactions		(74,231	)		6,013
Equity contracts	Net realized gain/(loss) on options written; Net change in unrealized appreciation/depreciation on options written		23,609			447
Total		$	68,370		$	(26,486	)

AB HIGH YIELD PORTFOLIO  • 63

Notes to Financial Statements

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended April 30, 2015:

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	921,491
Average notional amount of sale contracts	$	1,223,333	(a)
Credit Default Swaps:
Average notional amount of buy contracts	$	113,382
Average notional amount of sale contracts	$	751,386
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	263,836
Average principal amount of sale contracts	$	1,211,646
Futures:
Average notional amount of buy contracts	$	2,114,305	(a)
Average notional amount of sale contracts	$	99,840	(b)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	1,850,000	(a)
Total Return Swaps:
Average notional amount	$	540,857
Purchased Options Contracts:
Average cost	$	49,023

^(a)  Positions were open for three months during the period.

^(b) Positions were open for five months during the period.

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

All derivatives held at period end were subject to netting arrangements. The following tables present the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of April 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Citigroup Global Markets, Inc.	$	864	$	– 0	–	$	– 0	–	$	– 0	–	$	864
Morgan Stanley & Co., LLC*		8,364		(2,941	)		– 0	–		– 0	–		5,423
Total	$	9,228	$	(2,941	)	$	– 0	–	$	– 0	–	$	6,287

64 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
OTC Derivatives:
Barclays Bank PLC	$	1,733	$	(302	)	$	– 0	–	$	– 0	–	$	1,431
Brown Brothers Harriman & Co.		4,194		(4,194	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		3,778		(3,778	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA / Goldman Sachs International		11,110		(6,269	)		– 0	–		– 0	–		4,841
JPMorgan Chase Bank, NA		19,589		– 0	–		– 0	–		– 0	–		19,589
Morgan Stanley & Co. International PLC		13,858		(3,132	)		– 0	–		– 0	–		10,726
Royal Bank of Scotland PLC		122		– 0	–		– 0	–		– 0	–		122
UBS AG		1,681		(1,681	)		– 0	–		– 0	–		– 0	–
Total	$	56,065	$	(19,356	)	$	– 0	–	$	– 0	–	$	36,709	^
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC*	$	2,941	$	(2,941	)	$	– 0	–	$	– 0	–	$	– 0	–
Total	$	2,941	$	(2,941	)	$	– 0	–	$	– 0	–	$	– 0	–
OTC Derivatives:
Barclays Bank PLC	$	302	$	(302	)	$	– 0	–	$	– 0	–	$	– 0	–
Brown Brothers Harriman & Co.		13,643		(4,194	)		– 0	–		– 0	–		9,449
Credit Suisse International		11,667		– 0	–		– 0	–		– 0	–		11,667
Deutsche Bank AG		3,807		(3,778	)		– 0	–		– 0	–		29
Goldman Sachs Bank USA / Goldman Sachs International		6,269		(6,269	)		– 0	–		– 0	–		– 0	–
Morgan Stanley & Co. International PLC		3,132		(3,132	)		– 0	–		– 0	–		– 0	–
UBS AG		1,972		(1,681	)		– 0	–		– 0	–		291
Total	$	40,792	$	(19,356	)	$	– 0	–	$	– 0	–	$	21,436	^

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at April 30, 2015.

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

AB HIGH YIELD PORTFOLIO  • 65

Notes to Financial Statements

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Loan Participations and Assignments

The Portfolio may invest in direct debt instruments which are interests in amounts owed to lenders or lending syndicates by corporate, governmental, or other borrowers, either in the form of participations at the time the loan is originated (“Participations”) or by buying an interest in the loan in the secondary market from a financial institution or institutional investor (“Assignments”). A loan is often administered by a bank or other financial institution (the “Lender”) that acts as agent for all holders. The agent administers the terms of the loan as specified in the loan agreement. When investing in Participations, the Portfolio generally has no right to enforce compliance with the terms of the loan agreement with the borrower. In addition, when investing in Participations, the Portfolio has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender and only upon receipt of payments by the Lender from the borrower. As a result, the Portfolio may be subject to the credit risk of both the borrower and the Lender. When the Portfolio purchases Assignments from Lenders, it will typically acquire direct rights against the borrower on the loan. These loans may include participations in “bridge loans”, which are loans taken out by borrowers for a short period (typically less than six months) pending arrangement of more permanent financing through, for example, the issuance of bonds, frequently high-yield bonds issued for the purpose of acquisitions. The Portfolio may also participate in unfunded loan commitments, which are contractual obligations for investing in future Participations, and may receive a commitment fee based on the amount of the commitment. Under these arrangements, the Portfolio may receive a fixed rate commitment fee and, if and to the extent the borrower borrows under the facility, the Portfolio may receive an additional funding fee.

Unfunded loan commitments and funded loans are marked to market daily.

As of April 30, 2015, the Portfolio had no unfunded loan commitments outstanding.

66 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

As of April 30, 2015, the Portfolio had the following bridge loan commitments outstanding:

Loan	Unfunded Loan Participation Commitments		Funded
Rite Aid Corporation, LIBOR + 0.00%, 2/23/16	$	40,909	$	– 0	–
Tenet Healthcare Corporation, LIBOR + 5.75%, 3/22/16	$	9,423	$	– 0	–
Tenet Healthcare Corporation, LIBOR + 4.25%, 3/22/16	$	4,689	$	– 0	–

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014* to October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			July 15, 2014* to October 31, 2014
Class A
Shares sold		24,447			2,929		$	237,737		$	29,153
Shares issued in reinvestment of dividends and distributions		220			10			2,148			102
Net increase		24,667			2,939		$	239,885		$	29,255
Class C
Shares sold		11,885			1,000		$	116,146		$	10,002
Shares issued in reinvestment of dividends and distributions		176			– 0	–		1,721			– 0	–
Shares redeemed		(170	)		– 0	–		(1,674	)		– 0	–
Net increase		11,891			1,000		$	116,193		$	10,002
Advisor Class
Shares sold		1,863			13,778		$	18,300		$	136,502
Shares issued in reinvestment of dividends and distributions		354			13			3,440			124
Net increase		2,217			13,791		$	21,740		$	136,626
Class R
Shares sold		– 0	–		1,000		$	– 0	–	$	10,002
Net increase		– 0	–		1,000		$	– 0	–	$	10,002
Class K
Shares sold		– 0	–		1,000		$	– 0	–	$	10,002
Net increase		– 0	–		1,000		$	– 0	–	$	10,002

AB HIGH YIELD PORTFOLIO  • 67

Notes to Financial Statements

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014* to October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			July 15, 2014* to October 31, 2014
Class I
Shares sold		– 0	–		1,994,000		$	– 0	–	$	19,940,002
Shares redeemed		(203,669	)		– 0	–		(2,000,000	)		– 0	–
Net increase (decrease)		(203,669	)		1,994,000		$	(2,000,000	)	$	19,940,002
Class Z
Shares sold		– 0	–		1,000		$	– 0	–	$	10,002
Net increase		– 0	–		1,000		$	– 0	–	$	10,002

* Commencement of operations.

At April 30, 2015, the Adviser owns approximately 97% of the Portfolio’s outstanding shares.

NOTE F

Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

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

68 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

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

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

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

AB HIGH YIELD PORTFOLIO  • 69

Notes to Financial Statements

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions, in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal period were as follows:

	2014
Distributions paid from:
Ordinary income	$	203,832
Total taxable distributions paid	$	203,832

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	166,021
Unrealized appreciation/(depreciation)		(279,262	)(a)
Total accumulated earnings/(deficit)	$	(113,241	)(b)

^(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium, the tax treatment of swaps, and the realization for tax purposes of gains/losses on certain derivative instruments.

^(b)  The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the tax treatment of interest on defaulted securities and dividends payable.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Portfolio did not have any capital loss carryforwards.

NOTE I

Subsequent Events

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

70 •  AB HIGH YIELD PORTFOLIO

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.10
Net realized and unrealized loss on investment and foreign currency transactions		(.08	)		(.10	)
Net increase in net asset value from operations		.13			.00
Less: Dividends and Distributions
Dividends from net investment income		(.25	)		(.09	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.26	)		(.09	)
Net asset value, end of period		$  9.78			$  9.91
Total Return
Total investment return based on net asset value(d)		1.32	%		0.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$270			$29
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		1.05	%		1.05	%
Expenses, before waivers/reimbursements(e)		7.52	%		49.84	%
Net investment income(c)(e)		4.26	%		3.41	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

AB HIGH YIELD PORTFOLIO  • 71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.16			.07
Net realized and unrealized loss on investment and foreign currency transactions		(.07	)		(.09	)
Net increase (decrease) in net asset value from operations		.09			(.02	)
Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.07	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.22	)		(.07	)
Net asset value, end of period		$  9.78			$  9.91
Total Return
Total investment return based on net asset value(d)		0.91	%		(0.18	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$126			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		1.80	%		1.80	%
Expenses, before waivers/reimbursements(e)		9.12	%		56.89	%
Net investment income(c)(e)		3.31	%		2.28	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

72 •  AB HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.10
Net realized and unrealized loss on investment and foreign currency transactions		(.06	)		(.09	)
Net increase in net asset value from operations		.15			.01
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.10	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.27	)		(.10	)
Net asset value, end of period		$  9.79			$  9.91
Total Return
Total investment return based on net asset value(d)		1.55	%		0.14	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$157			$137
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		.80	%		.80	%
Expenses, before waivers/reimbursements(e)		9.04	%		33.51	%
Net investment income(c)(e)		4.34	%		3.26	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

AB HIGH YIELD PORTFOLIO  • 73

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.19			.08
Net realized and unrealized loss on investment and foreign currency transactions		(.07	)		(.08	)
Net increase in net asset value from operations		.12			.00
Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.09	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.24	)		(.09	)
Net asset value, end of period		$  9.79			$  9.91
Total Return
Total investment return based on net asset value(d)		1.20	%		(0.03	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		1.30	%		1.30	%
Expenses, before waivers/reimbursements(e)		4.28	%		4.84	%
Net investment income(c)(e)		3.87	%		2.78	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

74 •  AB HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.20			.09
Net realized and unrealized loss on investment and foreign currency transactions		(.06	)		(.09	)
Net increase in net asset value from operations		.14			.00
Less: Dividends and Distributions
Dividends from net investment income		(.25	)		(.09	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.26	)		(.09	)
Net asset value, end of period		$  9.79			$  9.91
Total Return
Total investment return based on net asset value(d)		1.33	%		0.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		1.05	%		1.05	%
Expenses, before waivers/reimbursements(e)		4.01	%		4.56	%
Net investment income(c)(e)		4.12	%		3.03	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

AB HIGH YIELD PORTFOLIO  • 75

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.10
Net realized and unrealized loss on investment and foreign currency transactions		(.06	)		(.09	)
Net increase in net asset value from operations		.15			.01
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.10	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.27	)		(.10	)
Net asset value, end of period		$  9.79			$  9.91
Total Return
Total investment return based on net asset value(d)		1.45	%		0.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17,519			$19,757
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		.80	%		.80	%
Expenses, before waivers/reimbursements(e)		3.74	%		4.27	%
Net investment income(c)(e)		4.36	%		3.29	%
Portfolio turnover rate		25	%		5	%

See footnote summary on page 77.

76 •  AB HIGH YIELD PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	Six Months Ended April 30, 2015 (unaudited)			July 15, 2014(a) to October 31, 2014
Net asset value, beginning of period		$  9.91			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.10
Net realized and unrealized loss on investment and foreign currency transactions		(.06	)		(.09	)
Net increase in net asset value from operations		.15			.01
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.10	)
Distributions from net realized gain on investment and foreign currency transactions		(.01	)		– 0	–
Total dividends and distributions		(.27	)		(.10	)
Net asset value, end of period		$  9.79			$  9.91
Total Return
Total investment return based on net asset value(d)		1.45	%		0.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		.80	%		.80	%
Expenses, before waivers/reimbursements(e)		3.75	%		4.30	%
Net investment income(c)(e)		4.37	%		3.28	%
Portfolio turnover rate		25	%		5	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived/reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

See notes to financial statements.

AB HIGH YIELD PORTFOLIO  • 77

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾ , Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Gershon M. Distenfeld⁽²⁾, Vice President Sherif M. Hamid⁽²⁾, Vice President Ivan Rudolph-Shabinsky⁽²⁾, Vice President Ashish C. Shah⁽²⁾, Vice President Joseph J. Mantineo, Treasurer and Chief Financial Officer Emilie D. Wrapp, Secretary Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent Brown Brothers Harriman & Co. 50 Post Office Square Boston, MA 02110   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Fund are made by the High Yield Investment Team. Messrs. Distenfeld, Hamid, Rudolph-Shabinksy and Shah are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

78 •  AB HIGH YIELD PORTFOLIO

Board of Directors

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Portfolio’s investment objective is to maximize total return while generating high current income. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed income securities rated Ba1 or lower by Moody’s or BB+ or lower by S&P or Fitch and unrated securities considered by the Adviser to be of comparable quality, and related derivatives. The Portfolio invests in fixed income securities with a range of maturities from short- to long-term. The Portfolio may invest in securities denominated in foreign currencies and will generally hedge any foreign currency exposure through the use of currency related derivatives.

The Portfolio may also utilize derivative instruments for a variety of reasons, including providing long or short exposure to fixed income markets or particular fixed income securities, obtaining foreign currency exposure and for hedging purposes. The Portfolio’s use of derivatives may at times create aggregate notional exposure for the Portfolio in excess of its net assets, effectively leveraging the Portfolio.

The Adviser proposed the Barclays Capital U.S. High Yield Index (2% Issuer Cap) Index to be the primary benchmark for the Portfolio. The Adviser expects Lipper and Morningstar to place the Portfolio in their High Yield Funds category.

1 The Senior Officer’s fee evaluation was completed on January 24, 2014 and discussed with the Board of Directors on February 4-5, 2014.

2 Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

AB HIGH YIELD PORTFOLIO  • 79

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

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

3 Jones v. Harris at 1427.

80 •  AB HIGH YIELD PORTFOLIO

Portfolio	Advisory Fee
High Yield Portfolio4,5	0.60% on 1st $2.5 billion
	0.55% on next $2.5 billion
	0.50% on the balance

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolio is first offered to the public. The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidy. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking			Estimated Gross Expense Ratio6			Fiscal Year End
High Yield Portfolio	Class A	1.05	%		1.11	%	October 31
	Class C	1.75	%		1.88	%
	Class R	1.25	%		1.59	%
	Class K	1.00	%		1.28	%
	Class I	0.75	%		0.95	%
	Advisor	0.75	%		0.86	%
	Class 1	0.85	%		0.95	%
	Class 2	0.75	%		0.85	%
	Class Z	0.75	%		0.85	%

4 The proposed advisory fee schedule for the Portfolio has a higher effective fee rate than the advisory fee schedule of the High Income category, in which the Portfolio would have been categorized, had the Adviser proposed to implement the NYAG related fee schedule. The advisory fee schedule of the High Income category is as follows: 50 bp on the first $2.5 billion, 45 bp on the next $2.5 billion, and 40 bp on the balance.

5 The Adviser manages AllianceBernstein High Income Fund, Inc. (“High Income Fund, Inc.”). Prior to January 25, 2008, the High Income Fund, Inc. had an emerging market debt investment strategy and was known as AllianceBernstein Emerging Market Debt Fund, Inc. In addition, on or around January 25, 2008, High Income Fund, Inc. merged with other retail fixed income mutual funds managed by the Adviser: AllianceBernstein Corporate Debt Portfolio (“Corporate Debt Portfolio”) and AllianceBernstein High Yield Fund, Inc. (“High Yield Fund, Inc.”). Emerging Market Debt Fund, Inc., Corporate Debt Portfolio and High Yield Fund, Inc. were categorized as High Income and accordingly, their advisory fee schedules were identical to each other under the High Income category.

6 The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

AB HIGH YIELD PORTFOLIO  • 81

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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

82 •  AB HIGH YIELD PORTFOLIO

set forth below are would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.⁸

Portfolio	Projected Net Assets ($MM)		AllianceBernstein Institutional Fee Schedule9	Effective AB Inst. Adv. Fee (%)			Fund Advisory Fee (%)			Difference
High Yield Portfolio	$	250.0	U.S. High Yield 0.55% on 1st $50 million 0.30% on the balance Minimum account size: $50m		0.350	%		0.600	%		0.250	%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fee for the Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee10
High Yield Portfolio11	U.S. High Yield
	Class A2	1.20%
	Class I2 (Institutional)	0.65%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The table below shows the fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio:

Portfolio	ITM Mutual Fund	Fee12
High Yield Portfolio	High Yield Open Fund	1.00%

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

9 With respect to each Portfolio listed as “N/A,” the Adviser has represented that there is no category in the Form ADV for an institutional product that has a substantially similar investment style.

10 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution related services.

11 The Adviser expects the Portfolio to have a foreign currency exposure between the two emerging markets debt Luxembourg funds shown in the table.

12 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on December 31, 2013 by Reuters was ¥105.31 per $1.

AB HIGH YIELD PORTFOLIO  • 83

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹³ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at an initial asset level of $250 million, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹⁴ and the Portfolio’s contractual management fee ranking.¹⁵

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

Portfolio	Contractual Management Fee (%)16		Lipper Exp. Group Median (%)		Rank
High Yield Portfolio		0.600		0.667	2/10

Lipper also compared the Portfolio’s projected total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is

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

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

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

16 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps.

84 •  AB HIGH YIELD PORTFOLIO

as a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁷

Portfolio	Expense Ratio (%)18		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
High Yield Portfolio		1.050		1.105		4/10		1.060	36/81

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

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

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

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates will provide transfer agent and distribution related services to the Portfolio and will receive transfer agent fees, Rule 12b-1 payments, front-end sales loads and contingent deferred sales charges (“CDSC”).

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

18 Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

AB HIGH YIELD PORTFOLIO  • 85

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. The total amount to be paid to a financial intermediary associated with the sale of shares 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 the average daily net assets attributable to that firm over the year. In 2012, ABI paid approximately 0.048% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.0 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses to be charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis.

V. POSSIBLE ECONOMIES OF SCALE

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

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

86 •  AB HIGH YIELD PORTFOLIO

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $451 billion as of December 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. However, the Adviser provides a similar service to institutional clients. Performance information for the institutional composite associated with these clients was provided to the Directors at the February 4-5, 2014 meetings.

CONCLUSION:

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

Dated: March 5, 2014

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

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

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

AB HIGH YIELD PORTFOLIO  • 87

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

88 •  AB HIGH YIELD PORTFOLIO

AB Family of Funds

NOTES

AB HIGH YIELD PORTFOLIO  • 89

NOTES

90 •  AB HIGH YIELD PORTFOLIO

NOTES

AB HIGH YIELD PORTFOLIO  • 91

AB HIGH YIELD PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

HY-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB INTERMEDIATE BOND PORTFOLIO

Investment Products Offered

•  Are Not FDIC Insured

•  May Lose Value

•  Are Not Bank Guaranteed

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

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

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

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

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

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

June 23, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Intermediate Bond Portfolio (the “Portfolio”) for the semi-annual reporting period ended April 30, 2015. Effective January 20, 2015, the Portfolio’s named changed from AllianceBernstein Intermediate Bond Portfolio to AB Intermediate Bond Portfolio.

Investment Objective and Policies

The Portfolio’s investment objective is to generate income and price appreciation without assuming what AllianceBernstein L.P. (the “Adviser”) considers undue risk. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Portfolio expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term and relatively attractive yields that do not involve undue risk of loss of capital. The Portfolio expects to invest in fixed-income securities with a dollar-weighted average maturity of between three to ten years and an average duration of three to six years. The Portfolio may invest up to 25% of its net assets in below investment-grade bonds. The Portfolio may use leverage for investment purposes.

The Portfolio may invest without limit in U.S. dollar-denominated foreign fixed-income securities and may invest up to 25% of its assets in non-U.S. dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed and emerging market debt securities.

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

The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable, floating, and inverse floating-rate instruments and preferred stock, and may use other investment techniques. The Portfolio intends, among other things, to enter into transactions such as reverse repurchase agreements and dollar rolls. The Portfolio may invest, without limit, in derivatives, such as options, futures, forwards or swaps.

Investment Results

The table on page 5 shows the Portfolio’s performance compared with its benchmark, the Barclays U.S. Aggregate Bond Index for the six- and 12-month periods ended April 30, 2015.

For the six-month period, Advisor Class, Class K, Class I and Class Z shares outperformed the benchmark; all other share classes underperformed. For the 12-month period, Advisor Class, Class I and Class Z shares outperformed the benchmark; all other share classes underperformed. For both periods, sector positioning contributed to performance relative to the

AB INTERMEDIATE BOND PORTFOLIO  • 1

benchmark, specifically an overweight to commercial mortgage obligations, and asset-backed and commercial mortgage-backed securities. Security selection within investment-grade corporates contributed for both periods, as well as currency positioning, particularly a long U.S. dollar position against a short euro, yen and Australian dollar position. Country allocations to Australia, Canada and Mexico contributed for both periods. Yield curve positioning detracted from performance during both periods, mainly due to an underweight to the 20-year portion of the U.S. yield curve.

The Portfolio utilized derivatives including Treasury futures and interest rate swaps to manage overall duration positioning; yield curve positioning detracted for both periods. Credit default swaps were utilized for hedging and investment purposes, which had an immaterial impact during both periods in absolute terms; currency forwards were utilized for both hedging and investment purposes to manage the portfolio’s overall currency exposure. Purchased and written options were utilized for hedging purposes, which had an immaterial impact on performance during both periods. Currency swaps were utilized for hedging purposes, which had an immaterial impact during both periods; CPI swaps were utilized to manage inflation protection.

Market Review and Investment Strategy

Bond markets were volatile for both periods, as growth trends and monetary policies in the world’s biggest economies headed in different directions. Despite the best efforts of policymakers, inflation continued to fall throughout the developed world, reaching especially worrisome levels in Europe and Japan. In the fourth quarter of 2014, a sharp decline in oil prices put pressure on credit and emerging-market debt, and complicated efforts to boost inflation in Europe and Japan. Oil prices stabilized later in the first quarter of 2015 but remained well below where they were a year ago.

These dynamics helped push developed-market government bond yields lower. Even the 10-year U.S. Treasury yield approached a two-year low, despite expectations that the U.S. Federal Reserve would begin raising official rates later this year. In other markets, including many in Europe where the European Central Bank has implemented its quantitative easing program, some yields were in negative territory. However, in April 2015 global 10-year maturity yields started to rise. After struggling late last year, credit markets rebounded modestly in the first quarter of 2015, and most credit sectors outperformed government debt.

2 •  AB INTERMEDIATE BOND PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays U.S. Aggregate Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment-grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

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

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

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

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

AB INTERMEDIATE BOND PORTFOLIO  • 3

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

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

Prepayment Risk: The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

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

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

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

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Portfolio have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (3% year 1, 2% year 2, 1% year 3); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

4 •  AB INTERMEDIATE BOND PORTFOLIO

Disclosures and Risks

HISTORICAL PERFORMANCE

THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months		12 Months
AB Bond Fund Intermediate Bond Portfolio*
Class A		2.03%		4.40%
Class B†		1.68%		3.58%
Class C		1.68%		3.68%
Advisor Class‡		2.19%		4.62%
Class R‡		1.93%		4.19%
Class K‡		2.15%		4.45%
Class I‡		2.18%		4.61%
Class Z‡		2.17%		4.71%
Barclays U.S. Aggregate Bond Index		2.06%		4.46%
*    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of the Portfolio for the six- and 12-month periods ended April 30, 2015 by 0.00% and 0.01%, respectively. †     Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information. ‡     Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Portfolio.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

AB INTERMEDIATE BOND PORTFOLIO  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*
Class A Shares								1.61	%
1 Year		4.40	%		0.00	%
5 Years		4.44	%		3.54	%
10 Years		4.75	%		4.29	%
Class B Shares								0.96	%
1 Year		3.58	%		0.58	%
5 Years		3.73	%		3.73	%
10 Years(a)		4.37	%		4.37	%
Class C Shares								0.98	%
1 Year		3.68	%		2.68	%
5 Years		3.73	%		3.73	%
10 Years		4.03	%		4.03	%
Advisor Class Shares†								1.98	%
1 Year		4.62	%		4.62	%
5 Years		4.75	%		4.75	%
10 Years		5.06	%		5.06	%
Class R Shares†								1.38	%
1 Year		4.19	%		4.19	%
5 Years		4.24	%		4.24	%
10 Years		4.54	%		4.54	%
Class K Shares†								1.68	%
1 Year		4.45	%		4.45	%
5 Years		4.51	%		4.51	%
10 Years		4.80	%		4.80	%
Class I Shares†								2.01	%
1 Year		4.61	%		4.61	%
5 Years		4.75	%		4.75	%
10 Years		5.06	%		5.06	%
Class Z Shares†								2.10	%
1 Year		4.71	%		4.71	%
Since Inception‡		4.77	%		4.77	%

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

6 •  AB INTERMEDIATE BOND PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

The Portfolio’s prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.06%, 1.78%, 1.77%, 0.75%, 1.36%, 1.03%, 0.75% and 0.66% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios (exclusive of interest expense) to 0.90%, 1.60%, 1.60%, 0.60%, 1.10%, 0.85%, 0.60% and 0.60% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* SEC yields are calculated based on SEC guidelines for the 30-day period ended April 30, 2015.

^(a) Assumes conversion of Class B shares into Class A shares after six years.

^†  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Portfolio.

^‡  Inception date: 4/25/2014.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)

AB INTERMEDIATE BOND PORTFOLIO  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A Shares
1 Year		1.20	%
5 Years		3.98	%
10 Years		4.45	%
Class B Shares
1 Year		2.04	%
5 Years		4.17	%
10 Years(a)		4.51	%
Class C Shares
1 Year		3.96	%
5 Years		4.16	%
10 Years		4.18	%
Advisor Class Shares†
1 Year		6.09	%
5 Years		5.19	%
10 Years		5.22	%
Class R Shares†
1 Year		5.47	%
5 Years		4.67	%
10 Years		4.68	%
Class K Shares†
1 Year		5.73	%
5 Years		4.93	%
10 Years		4.94	%
Class I Shares†
1 Year		6.08	%
5 Years		5.18	%
10 Years		5.21	%
Class Z Shares†
Since Inception‡		5.23	%

^(a)  Assumes conversion of Class B shares into Class A shares after six years.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Portfolio.

^‡  Inception date: 4/25/2014.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

8 •  AB INTERMEDIATE BOND PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30,  2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,020.30	$	4.51		0.90	%
Hypothetical**	$	1,000	$	1,020.33	$	4.51		0.90	%
Class B
Actual	$	1,000	$	1,016.80	$	8.00		1.60	%
Hypothetical**	$	1,000	$	1,016.86	$	8.00		1.60	%
Class C
Actual	$	1,000	$	1,016.80	$	8.00		1.60	%
Hypothetical**	$	1,000	$	1,016.86	$	8.00		1.60	%
Advisor Class
Actual	$	1,000	$	1,021.90	$	3.01		0.60	%
Hypothetical**	$	1,000	$	1,021.82	$	3.01		0.60	%
Class R
Actual	$	1,000	$	1,019.30	$	5.51		1.10	%
Hypothetical**	$	1,000	$	1,019.34	$	5.51		1.10	%
Class K
Actual	$	1,000	$	1,021.50	$	4.26		0.85	%
Hypothetical**	$	1,000	$	1,020.58	$	4.26		0.85	%
Class I
Actual	$	1,000	$	1,021.80	$	3.01		0.60	%
Hypothetical**	$	1,000	$	1,021.82	$	3.01		0.60	%
Class Z
Actual	$	1,000	$	1,021.70	$	3.01		0.60	%
Hypothetical**	$	1,000	$	1,021.82	$	3.01		0.60	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB INTERMEDIATE BOND PORTFOLIO  • 9

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $341.0

* All data are as of April 30, 2015. The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” securities type weightings represent 0.2% or less in the following security types: Government – Sovereign Bonds and Preferred Stocks.

10 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio Summary

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS – TREASURIES – 23.1%
Brazil – 0.4%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17	BRL		4,630	$	1,460,421
Canada – 0.5%
Canadian Government Bond 2.25%, 6/01/25	CAD		2,035		1,787,562
United Kingdom – 0.8%
United Kingdom Gilt 3.75%, 9/07/21(a)	GBP		1,461		2,549,202
United States – 21.4%
U.S. Treasury Bonds 2.50%, 2/15/45	U.S.$		1,151		1,093,545
3.125%, 8/15/44			16,967		18,272,339
4.375%, 2/15/38			960		1,248,450
U.S. Treasury Notes 1.375%, 3/31/20-4/30/20			4,908		4,895,635
1.50%, 5/31/19-11/30/19			2,941		2,960,256
1.625%, 8/31/19			2,155		2,181,769
1.75%, 9/30/19-5/15/22			12,574		12,773,369
2.00%, 2/15/25			1,500		1,493,907
2.25%, 11/15/24			3,070		3,126,640
2.375%, 8/15/24			9,532		9,818,372
2.50%, 5/15/24			11,674		12,154,642
2.75%, 2/15/24			2,823		2,999,210
					73,018,134
Total Governments – Treasuries (cost $77,077,045)					78,815,319
CORPORATES – INVESTMENT GRADE – 21.0%
Industrial – 13.1%
Basic – 1.7%
Barrick Gold Corp. 4.10%, 5/01/23			210		207,242
Basell Finance Co. BV 8.10%, 3/15/27(a)			405		551,528
Cia Minera Milpo SAA 4.625%, 3/28/23(a)			598		617,290
Eastman Chemical Co. 3.80%, 3/15/25			290		299,061
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.50%, 11/15/20			119		126,432
Glencore Funding LLC 4.125%, 5/30/23(a)			286		288,323

AB INTERMEDIATE BOND PORTFOLIO  • 11

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
International Paper Co.
3.65%, 6/15/24	U.S.$		198	$	200,309
4.75%, 2/15/22			235		259,129
7.50%, 8/15/21			470		588,562
LyondellBasell Industries NV 5.75%, 4/15/24			766		900,794
Minsur SA 6.25%, 2/07/24(a)			907		1,003,127
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(a)			562		511,420
Teck Resources Ltd. 4.50%, 1/15/21			223		228,872
Vale Overseas Ltd. 6.875%, 11/21/36			180		181,710
					5,963,799
Capital Goods – 0.4%
Odebrecht Finance Ltd. 5.25%, 6/27/29(a)			541		465,260
Owens Corning 6.50%, 12/01/16(b)			55		58,919
Yamana Gold, Inc. 4.95%, 7/15/24			724		724,170
					1,248,349
Communications - Media – 2.5%
21st Century Fox America, Inc. 6.15%, 3/01/37-2/15/41			902		1,111,492
6.55%, 3/15/33			142		181,733
CBS Corp. 3.50%, 1/15/25			227		227,068
5.75%, 4/15/20			710		813,566
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.80%, 3/15/22			252		260,363
4.45%, 4/01/24			349		368,348
4.60%, 2/15/21			565		611,398
5.00%, 3/01/21			225		248,959
Discovery Communications LLC 3.45%, 3/15/25			467		458,319
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(a)(c)			604		637,220
Time Warner Cable, Inc. 4.50%, 9/15/42			230		195,610
5.00%, 2/01/20			740		781,500
Time Warner, Inc. 3.55%, 6/01/24			518		529,607
4.70%, 1/15/21			600		661,171
7.625%, 4/15/31			154		210,677
Viacom, Inc. 3.875%, 4/01/24			803		809,427
5.625%, 9/15/19			240		270,770
					8,377,228

12 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Communications - Telecommunications – 1.4%
American Tower Corp. 5.05%, 9/01/20	U.S.$		1,185	$	1,307,143
AT&T, Inc. 3.40%, 5/15/25			490		484,824
4.80%, 6/15/44			117		115,356
5.35%, 9/01/40			233		244,943
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			350		385,355
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		130		115,959
Telefonica Emisiones SAU 5.462%, 2/16/21	U.S.$		520		590,330
Verizon Communications, Inc. 6.55%, 9/15/43			1,240		1,551,506
					4,795,416
Consumer Cyclical - Automotive – 0.6%
Ford Motor Credit Co. LLC 3.664%, 9/08/24			603		615,831
5.875%, 8/02/21			1,291		1,508,562
					2,124,393
Consumer Cyclical - Other – 0.2%
Host Hotels & Resorts LP 5.25%, 3/15/22			545		602,743
Consumer Cyclical - Retailers – 0.3%
Walgreens Boots Alliance, Inc. 3.80%, 11/18/24			885		907,265
Consumer Non-Cyclical – 2.4%
Actavis Funding SCS 3.80%, 3/15/25			770		778,298
3.85%, 6/15/24			238		242,284
Agilent Technologies, Inc. 5.00%, 7/15/20			217		236,603
Altria Group, Inc. 2.625%, 1/14/20			885		903,223
AstraZeneca PLC 6.45%, 9/15/37			235		314,880
Bayer US Finance LLC 3.375%, 10/08/24(a)			321		330,924
Becton Dickinson and Co. 3.734%, 12/15/24			388		400,650
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			130		131,064
8.50%, 6/15/19			6		7,355
Grupo Bimbo SAB de CV 3.875%, 6/27/24(a)			538		550,643

AB INTERMEDIATE BOND PORTFOLIO  • 13

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Kroger Co. (The) 3.40%, 4/15/22	U.S.$		916	$	942,774
Laboratory Corp. of America Holdings 3.60%, 2/01/25			265		264,001
Medtronic, Inc. 3.50%, 3/15/25(a)			890		920,343
Perrigo Finance PLC 3.50%, 12/15/21			217		221,935
3.90%, 12/15/24			360		369,502
Reynolds American, Inc. 3.25%, 11/01/22			616		609,297
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			383		409,391
Tyson Foods, Inc. 2.65%, 8/15/19			164		167,319
3.95%, 8/15/24			541		564,136
					8,364,622
Energy – 2.8%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			292		247,735
Encana Corp. 3.90%, 11/15/21			415		435,165
Energy Transfer Partners LP 6.70%, 7/01/18			411		467,558
7.50%, 7/01/38			237		293,192
Enterprise Products Operating LLC 5.20%, 9/01/20			235		266,519
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			1,460		1,481,081
4.15%, 3/01/22			339		347,063
Noble Energy, Inc. 3.90%, 11/15/24			463		474,036
8.25%, 3/01/19			1,232		1,476,542
Noble Holding International Ltd. 4.90%, 8/01/20			34		34,243
Reliance Holding USA, Inc. 5.40%, 2/14/22(a)			636		702,473
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			460		465,347
TransCanada PipeLines Ltd. 6.35%, 5/15/67			831		801,915
Valero Energy Corp. 6.125%, 2/01/20			770		892,382
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			605		703,635
Williams Partners LP 4.125%, 11/15/20			403		424,935
					9,513,821

14 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Other Industrial – 0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(a)	U.S.$		340	$	338,740
Technology – 0.7%
Hewlett-Packard Co. 4.65%, 12/09/21			266		291,116
KLA-Tencor Corp. 4.65%, 11/01/24			614		635,197
Motorola Solutions, Inc. 3.50%, 3/01/23			413		406,017
7.50%, 5/15/25			30		37,375
Seagate HDD Cayman 4.75%, 1/01/25(a)			336		344,597
Total System Services, Inc. 2.375%, 6/01/18			344		346,095
3.75%, 6/01/23			350		348,164
					2,408,561
					44,644,937
Financial Institutions – 7.0%
Banking – 3.7%
Bank of America Corp. Series L 2.60%, 1/15/19			1,053		1,069,250
Barclays Bank PLC 6.625%, 3/30/22(a)	EUR		333		485,331
BPCE SA 5.70%, 10/22/23(a)	U.S.$		230		251,065
Compass Bank 5.50%, 4/01/20			1,339		1,461,489
Countrywide Financial Corp. 6.25%, 5/15/16			62		65,151
Credit Suisse Group Funding Guernsey Ltd. 3.75%, 3/26/25(a)			1,035		1,031,931
Goldman Sachs Group, Inc. (The) 3.85%, 7/08/24			905		934,297
Series D 6.00%, 6/15/20			1,430		1,656,598
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24(a)			812		864,976
Morgan Stanley 5.625%, 9/23/19			478		541,280
Series G 5.50%, 7/24/20			590		671,972
Murray Street Investment Trust I 4.647%, 3/09/17			125		132,230
Nordea Bank AB 6.125%, 9/23/24(a)(c)			350		362,687
Rabobank Capital Funding Trust III 5.254%, 10/21/16(a)(c)			430		446,662

AB INTERMEDIATE BOND PORTFOLIO  • 15

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Santander UK PLC 5.00%, 11/07/23(a)	U.S.$		500	$	529,481
Standard Chartered PLC 4.00%, 7/12/22(a)			1,310		1,346,195
UBS AG/Stamford CT 7.625%, 8/17/22			620		745,066
					12,595,661
Finance – 0.2%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)			552		650,765
Insurance – 2.4%
American International Group, Inc. 6.40%, 12/15/20			680		815,940
8.175%, 5/15/58			940		1,301,900
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(a)(c)			393		430,335
Guardian Life Insurance Co. of America (The) 7.375%, 9/30/39(a)			542		752,080
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20			726		829,302
Lincoln National Corp. 8.75%, 7/01/19			361		452,878
MetLife Capital Trust IV 7.875%, 12/15/37(a)			699		926,175
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			246		385,699
Prudential Financial, Inc. 5.625%, 6/15/43			920		982,100
Swiss Reinsurance Co. via ELM BV 5.252%, 5/25/16(a)(c)	EUR		850		992,599
ZFS Finance USA Trust V 6.50%, 5/09/37(a)	U.S.$		538		570,280
					8,439,288
REITS – 0.7%
HCP, Inc. 5.375%, 2/01/21			1,410		1,585,694
Trust F/1401 5.25%, 12/15/24(a)			830		879,800
					2,465,494
					24,151,208
Utility – 0.9%
Electric – 0.5%
CMS Energy Corp. 5.05%, 3/15/22			440		497,106
Constellation Energy Group, Inc. 5.15%, 12/01/20			260		290,326

16 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Exelon Generation Co. LLC 4.25%, 6/15/22	U.S.$		337		$	353,225
TECO Finance, Inc. 5.15%, 3/15/20			380			428,082
						1,568,739
Natural Gas – 0.4%
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			1,365			1,448,811
						3,017,550
Total Corporates – Investment Grade (cost $69,623,846)						71,813,695
MORTGAGE PASS-THROUGHS – 17.4%
Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2006 2.566%, 1/01/37(b)			68			73,281
Agency Fixed Rate 15-Year – 1.5%
Federal National Mortgage Association 3.00%, 5/01/30, TBA			4,845			5,069,459
Agency Fixed Rate 30-Year – 15.9%
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 1/01/35			447			508,351
Series 2007 5.50%, 7/01/35			58			66,229
Federal National Mortgage Association 3.50%, 5/01/42-4/01/45			5,652			5,977,859
3.50%, 5/01/45, TBA			8,829			9,251,556
4.00%, 5/01/45, TBA			19,886			21,253,255
4.50%, 5/25/45, TBA			7,804			8,492,946
5.50%, 1/01/35			1,196			1,360,687
Series 2003 5.50%, 4/01/33-7/01/33			435			494,270
Series 2004 5.50%, 4/01/34-11/01/34			249			283,460
Series 2005 5.50%, 2/01/35			186			211,328
Series 2007 5.50%, 8/01/37			805			915,837
Government National Mortgage Association 3.00%, 5/01/45, TBA			4,856			4,992,954
Series 1990 9.00%, 12/15/19			– 0	–**		49

AB INTERMEDIATE BOND PORTFOLIO  • 17

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Series 1999 8.15%, 9/15/20	U.S.$		59	$	64,709
					53,873,490
Total Mortgage Pass-Throughs (cost $58,383,863)					59,016,230
ASSET-BACKED SECURITIES – 12.8%
Autos - Fixed Rate – 7.5%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			1,300		1,303,311
Series 2014-1, Class A2 1.29%, 1/15/19			1,409		1,414,681
AmeriCredit Automobile Receivables Trust Series 2011-3, Class D 4.04%, 7/10/17			900		913,689
Series 2013-3, Class A3 0.92%, 4/09/18			1,509		1,510,298
Series 2013-4, Class A3 0.96%, 4/09/18			640		640,398
Series 2013-5, Class A2A 0.65%, 3/08/17			80		80,300
ARI Fleet Lease Trust Series 2013-A, Class A2 0.70%, 12/15/15(a)			222		221,691
Series 2014-A, Class A2 0.81%, 11/15/22(a)			327		326,537
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19(a)			1,005		1,013,470
Series 2014-1A, Class A 2.46%, 7/20/20(a)			1,769		1,797,795
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			546		548,372
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			913		913,444
Series 2014-1, Class B 2.22%, 1/22/19			220		222,585
CarMax Auto Owner Trust Series 2012-1, Class A3 0.89%, 9/15/16			29		28,517
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20(a)			413		411,607
Series 2014-B, Class A 1.11%, 11/15/18(a)			404		402,950

18 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19(a)	U.S.$		357	$	356,679
Series 2015-1, Class A2 1.30%, 9/20/20(a)			1,210		1,211,612
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(a)			11		10,619
Series 2013-1A, Class A 1.29%, 10/16/17(a)			98		98,243
Series 2014-1A, Class A 1.29%, 5/15/18(a)			212		212,239
Series 2014-2A, Class A 1.06%, 8/15/18(a)			183		182,778
Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21			721		722,430
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(a)			147		147,107
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(a)	CAD		215		178,640
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17	U.S.$		644		644,313
Ford Credit Auto Owner Trust Series 2012-B, Class A4 1.00%, 9/15/17			895		896,956
Series 2012-D, Class B 1.01%, 5/15/18			440		438,626
Series 2014-2, Class A 2.31%, 4/15/26(a)			322		326,280
Ford Credit Floorplan Master Owner Trust A Series 2014-1, Class A1 1.20%, 2/15/19			993		995,667
Series 2015-2, Class A1 1.98%, 1/15/22			906		902,359
GM Financial Automobile Leasing Trust Series 2015-1, Class A2 1.10%, 12/20/17			1,204		1,205,141
Harley-Davidson Motorcycle Trust Series 2015-1, Class A3 1.41%, 6/15/20			494		494,345
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(a)			880		880,027
Series 2013-1A, Class A2 1.83%, 8/25/19(a)			2,370		2,357,093

AB INTERMEDIATE BOND PORTFOLIO  • 19

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17(a)	U.S.$		832	$	832,656
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			762		762,383
					25,605,838
Credit Cards - Fixed Rate – 1.8%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			400		401,393
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			1,119		1,141,325
Discover Card Execution Note Trust Series 2015-A2, Class A 1.90%, 10/17/22			1,101		1,101,360
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			891		891,159
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			1,050		1,058,630
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			890		898,474
Series 2013-A, Class A 1.61%, 12/15/21			570		571,057
					6,063,398
Other ABS - Fixed Rate – 1.2%
CIT Equipment Collateral Series 2013-VT1, Class A3 1.13%, 7/20/20(a)			1,049		1,051,235
Series 2014-VT1, Class A2 0.86%, 5/22/17(a)			883		882,764
CNH Equipment Trust Series 2015-A, Class A4 1.85%, 4/15/21			616		617,796
Dell Equipment Finance Trust Series 2015-1, Class A3 1.30%, 3/23/20(a)			388		388,172
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(a)			645		645,303
SBA Tower Trust Series 2014-1A, Class C 2.898%, 10/15/44(a)			688		694,384
					4,279,654

20 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Credit Cards - Floating Rate – 1.1%
Barclays Dryrock Issuance Trust Series 2014-2, Class A 0.522%, 3/16/20(b)	U.S.$		358	$	357,780
Discover Card Execution Note Trust Series 2015-A1, Class A1 0.532%, 8/17/20(b)			964		965,930
First National Master Note Trust Series 2013-2, Class A 0.712%, 10/15/19(b)			882		884,267
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.562%, 12/15/19(b)			865		866,570
Series 2015-A, Class A 0.703%, 2/15/22(b)			681		681,032
					3,755,579
Autos - Floating Rate – 1.0%
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.561%, 7/20/19(b)			537		536,519
Series 2015-1, Class A 0.681%, 1/20/20(b)			1,073		1,073,016
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.731%, 12/10/27(a)(b)			951		951,332
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.931%, 10/25/19(a)(b)			719		718,999
					3,279,866
Home Equity Loans - Floating Rate – 0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.306%, 12/25/32(b)			57		54,934
GSAA Trust Series 2006-5, Class 2A3 0.451%, 3/25/36(b)			931		633,626
					688,560
Home Equity Loans - Fixed Rate – 0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			111		111,764
Nationstar NIM Ltd. Series 2007-A, Class A 9.79%, 3/25/37(d)(e)			18		– 0	–
					111,764
Total Asset-Backed Securities (cost $43,778,018)					43,784,659

AB INTERMEDIATE BOND PORTFOLIO  • 21

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES – 12.4%
Non-Agency Fixed Rate CMBS – 11.0%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51	U.S.$		1,697	$	1,836,000
Series 2007-5, Class AM 5.772%, 2/10/51			411		435,877
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			538		553,314
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33(a)			890		922,218
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35(a)			1,305		1,356,324
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.963%, 3/15/49			329		338,636
Series 2013-GC17, Class D 5.261%, 11/10/46(a)			565		571,262
Series 2015-GC27, Class A5 3.137%, 2/10/48			698		710,105
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.959%, 5/15/46			620		665,632
Commercial Mortgage Trust Series 2006-C8, Class A1A 5.292%, 12/10/46			1,133		1,198,915
Series 2007-GG9, Class A4 5.444%, 3/10/39			2,225		2,342,777
Series 2007-GG9, Class AM 5.475%, 3/10/39			829		871,416
Series 2013-SFS, Class A1 1.873%, 4/12/35(a)			551		544,915
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.89%, 6/15/39			437		458,156
DB-UBS 2011-LC1 Mortgage Trust Series 2011-LC1A, Class E 5.731%, 11/10/46(a)			363		398,086
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(a)			890		888,580
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(a)			1,294		1,316,757

22 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
GS Mortgage Securities Trust Series 2007-GG10, Class A4 5.989%, 8/10/45	U.S.$		531	$	571,598
Series 2013-G1, Class A2 3.557%, 4/10/31(a)			766		778,118
JPMorgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41(a)			277		276,768
Series 2006-CB15, Class A4 5.814%, 6/12/43			1,970		2,037,813
Series 2007-CB19, Class AM 5.885%, 2/12/49			470		496,251
Series 2007-LD12, Class A4 5.882%, 2/15/51			1,580		1,698,690
Series 2007-LD12, Class AM 6.208%, 2/15/51			795		864,394
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			2,279		2,432,269
Series 2008-C2, Class A1A 5.998%, 2/12/51			705		770,949
Series 2010-C2, Class A1 2.749%, 11/15/43(a)			597		601,465
Series 2011-C5, Class D 5.50%, 8/15/46(a)			262		283,001
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41(a)			527		536,744
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			804		840,853
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			1,334		1,395,306
Series 2007-9, Class A4 5.70%, 9/12/49			2,940		3,150,551
Prudential Securities Secured Financing Corp. Series 1999-NRF1, Class AEC 1.274%, 11/01/31(a)(f)(g)			1,488		52
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			552		570,934
Series 2012-C4, Class A5 2.85%, 12/10/45			1,098		1,116,803
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			1,345		1,374,696
Series 2006-C26, Class A1A 6.009%, 6/15/45			408		425,845

AB INTERMEDIATE BOND PORTFOLIO  • 23

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46	U.S.$		1,142	$	1,196,889
Series 2014-C20, Class A2 3.036%, 5/15/47			546		569,905
					37,398,864
Non-Agency Floating Rate CMBS – 1.4%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.502%, 11/15/19(a)(b)			490		491,080
Commercial Mortgage Trust Series 2014-KYO, Class A 1.08%, 6/11/27(a)(b)			647		645,785
Series 2014-SAVA, Class A 1.332%, 6/15/34(a)(b)			559		558,655
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.881%, 12/05/31(a)(b)			685		682,181
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.102%, 6/15/29(a)(b)			902		899,569
PFP III Ltd. Series 2014-1, Class A 1.353%, 6/14/31(a)(b)			499		499,343
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.23%, 4/15/32(a)(b)			385		380,781
Starwood Retail Property Trust Series 2014-STAR, Class A 1.402%, 11/15/27(a)(b)			579		579,927
					4,737,321
Agency CMBS – 0.0%
Government National Mortgage Association Series 2006-39, Class IO 0.10%, 7/16/46(g)(h)			2,444		14,041
Total Commercial Mortgage-Backed Securities (cost $42,268,802)					42,150,226
CORPORATES – NON-INVESTMENT GRADE – 7.2%
Industrial – 4.0%
Basic – 0.2%
Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B 7.375%, 5/01/21(a)			700		759,500
Novelis, Inc. 8.375%, 12/15/17			75		78,000
					837,500

24 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Capital Goods – 0.1%
Rexam PLC 6.75%, 6/29/67(a)	EUR		360	$	417,161
Communications - Media – 0.5%
Arqiva Broadcast Finance PLC 9.50%, 3/31/20(a)	GBP		300		510,004
CSC Holdings LLC 8.625%, 2/15/19	U.S.$		118		136,656
Quebecor Media, Inc. 5.75%, 1/15/23			391		403,707
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.50%, 1/15/23(a)			750		784,687
					1,835,054
Communications - Telecommunications – 0.6%
Numericable-SFR SAS 5.375%, 5/15/22(a)	EUR		222		260,490
Sprint Corp. 7.875%, 9/15/23	U.S.$		475		476,781
Wind Acquisition Finance SA 6.50%, 4/30/20(a)			700		743,750
Windstream Corp. 6.375%, 8/01/23			750		661,875
					2,142,896
Consumer Cyclical - Automotive – 0.2%
General Motors Co. 3.50%, 10/02/18			340		349,870
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			158		166,690
					516,560
Consumer Cyclical - Other – 0.1%
KB Home 4.75%, 5/15/19			286		283,855
MCE Finance Ltd. 5.00%, 2/15/21(a)			235		223,838
					507,693
Consumer Cyclical - Retailers – 0.4%
Cash America International, Inc. 5.75%, 5/15/18			295		306,062
CST Brands, Inc. 5.00%, 5/01/23			470		484,100
Men’s Wearhouse, Inc. (The) 7.00%, 7/01/22(a)			379		401,740
					1,191,902

AB INTERMEDIATE BOND PORTFOLIO  • 25

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Non-Cyclical – 0.4%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18	U.S.$		140	$	145,250
First Quality Finance Co., Inc. 4.625%, 5/15/21(a)			475		446,500
Priory Group No 3 PLC 7.00%, 2/15/18(a)	GBP		190		302,183
Voyage Care Bondco PLC 6.50%, 8/01/18(a)			320		505,936
					1,399,869
Energy – 1.0%
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22	U.S.$		361		355,585
Offshore Group Investment Ltd. 7.125%, 4/01/23			440		281,600
ONEOK, Inc. 4.25%, 2/01/22			877		842,792
Paragon Offshore PLC 6.75%, 7/15/22(a)			52		21,580
7.25%, 8/15/24(a)			303		125,745
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			135		138,712
5.75%, 9/01/20			420		464,100
SM Energy Co. 6.50%, 1/01/23			35		36,750
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375%, 8/01/22			440		464,200
Transocean, Inc. 6.50%, 11/15/20			855		762,019
					3,493,083
Other Industrial – 0.2%
General Cable Corp. 5.75%, 10/01/22			655		599,325
Technology – 0.2%
Audatex North America, Inc. 6.00%, 6/15/21(a)			630		650,670
Transportation - Services – 0.1%
Hertz Corp. (The) 5.875%, 10/15/20			197		200,448
					13,792,161

26 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Financial Institutions – 2.8%
Banking – 2.2%
Bank of America Corp. Series Z 6.50%, 10/23/24(c)	U.S.$		213	$	226,313
Bank of Ireland 1.781%, 9/22/15(b)(f)	CAD		565		454,248
Barclays Bank PLC 6.86%, 6/15/32(a)(c)	U.S.$		129		146,415
7.625%, 11/21/22			400		468,600
7.75%, 4/10/23			402		446,220
Barclays PLC 4.375%, 9/11/24			366		365,490
BNP Paribas SA 5.186%, 6/29/15(a)(c)			297		298,158
Citigroup, Inc. Series P 5.95%, 5/15/25(c)			345		343,171
Credit Agricole SA 7.875%, 1/23/24(a)(c)			249		265,808
Credit Suisse Group AG 7.50%, 12/11/23(a)(c)			363		388,410
HBOS Capital Funding LP 4.939%, 5/23/16(c)	EUR		910		1,015,702
Intesa Sanpaolo SpA 5.017%, 6/26/24(a)	U.S.$		569		573,162
LBG Capital No.1 PLC 8.00%, 6/15/20(a)(c)			254		276,860
Lloyds Banking Group PLC 7.50%, 6/27/24(c)			402		429,135
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			1,024		1,149,401
Societe Generale SA 5.922%, 4/05/17(a)(c)			130		135,850
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(a)			563		601,325
					7,584,268
Finance – 0.2%
AerCap Aviation Solutions BV 6.375%, 5/30/17			320		340,800
International Lease Finance Corp. 5.875%, 4/01/19			245		266,438
Navient Corp. 7.25%, 1/25/22			99		104,940
					712,178
Insurance – 0.2%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			430		460,100

AB INTERMEDIATE BOND PORTFOLIO  • 27

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
REITS – 0.2%
Felcor Lodging LP 6.75%, 6/01/19	U.S.$		615	$	637,294
					9,393,840
Utility – 0.4%
Electric – 0.4%
AES Corp./VA 7.375%, 7/01/21			580		645,430
NRG Energy, Inc. 7.875%, 5/15/21			595		635,698
					1,281,128
Total Corporates – Non-Investment Grade (cost $25,057,107)					24,467,129
COLLATERALIZED MORTGAGE OBLIGATIONS – 4.4%
Non-Agency Fixed Rate – 1.6%
Alternative Loan Trust Series 2005-57CB, Class 4A3 5.50%, 12/25/35			371		341,260
Series 2006-23CB, Class 1A7 6.00%, 8/25/36			201		194,116
Series 2006-24CB, Class A16 5.75%, 6/25/36			540		486,559
Series 2006-28CB, Class A14 6.25%, 10/25/36			369		314,394
Series 2006-J1, Class 1A13 5.50%, 2/25/36			344		309,376
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.588%, 5/25/35			687		661,259
Countrywide Home Loan Mortgage Pass-Through Trust Series 2006-13, Class 1A18 6.25%, 9/25/36			445		408,148
Series 2006-13, Class 1A19 6.25%, 9/25/36			160		147,164
Series 2007-HYB2, Class 3A1 2.582%, 2/25/47			718		597,966
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			595		501,312
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 2.701%, 7/25/36			1,032		804,881

28 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Structured Asset Securities Corp. Mortgage Pass-Through Certificates Series 2002-3, Class B3 6.50%, 3/25/32	U.S.$		897	$	779,777
					5,546,212
GSE Risk Share Floating Rate – 1.4%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.431%, 11/25/23(b)			1,040		1,079,377
Series 2014-DN2, Class M3 3.781%, 4/25/24(b)			250		247,824
Series 2014-DN3, Class M3 4.181%, 8/25/24(b)			870		886,448
Series 2014-HQ3, Class M3 4.931%, 10/25/24(b)			250		263,379
Series 2015-DNA1, Class M3 3.48%, 10/25/27(b)			265		265,379
Series 2015-HQ1, Class M2 2.381%, 3/25/25(b)			400		403,674
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M1 1.381%, 7/25/24(b)			292		292,082
Series 2014-C04, Class 1M2 5.081%, 11/25/24(b)			706		751,815
Series 2015-C01, Class 1M2 4.481%, 2/25/25(b)			430		442,486
					4,632,464
Non-Agency Floating Rate – 1.3%
Chevy Chase Funding LLC Mortgage-Backed Certificates Series 2006-2A, Class A2 0.361%, 4/25/47(a)(b)			579		428,498
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.371%, 12/25/36(b)			997		630,025
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.431%, 3/25/35(b)			486		433,520
Impac Secured Assets CMN Owner Trust Series 2005-2, Class A2D 0.611%, 3/25/36(b)			543		390,734
IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.301%, 7/25/36(b)			734		590,328
Residential Accredit Loans, Inc. Series 2007-QO2, Class A1 0.331%, 2/25/47(b)			646		366,911

AB INTERMEDIATE BOND PORTFOLIO  • 29

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Series 2007-QS4, Class 2A4 0.521%, 3/25/37(b)	U.S.$		977	$	350,721
Washington Mutual Alternative Mortgage Pass-Through Certificates Series 2005-10, Class 2A3 1.081%, 11/25/35(b)			371		266,116
Washington Mutual Mortgage Pass-Through Certificates Series 2007-OA1, Class A1A 0.837%, 2/25/47(b)			1,265		1,012,105
					4,468,958
Agency Fixed Rate – 0.1%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 0.785%, 5/28/35			65		59,278
Federal National Mortgage Association REMICS Series 2010-117, Class DI 4.50%, 5/25/25(g)			2,612		286,170
					345,448
Total Collateralized Mortgage Obligations (cost $15,685,940)					14,993,082
INFLATION-LINKED SECURITIES – 3.2%
United States – 3.2%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $11,045,191)			10,826		11,073,787
QUASI-SOVEREIGNS – 1.2%
Quasi-Sovereign Bonds – 1.2%
Chile – 0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(a)			358		388,522
Malaysia – 0.5%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			1,385		1,547,043
Mexico – 0.2%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			591		592,244
United Arab Emirates – 0.4%
IPIC GMTN Ltd. 3.75%, 3/01/17(a)			1,365		1,419,600
Total Quasi-Sovereigns (cost $3,682,115)					3,947,409

30 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS – SOVEREIGN AGENCIES – 0.8%
Brazil – 0.4%
Petrobras Global Finance BV 5.75%, 1/20/20	U.S.$		1,342	$	1,338,645
Canada – 0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(a)			331		348,377
Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			245		234,894
Israel – 0.1%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(a)			580		615,525
Morocco – 0.1%
OCP SA 5.625%, 4/25/24(a)			298		318,175
Total Governments – Sovereign Agencies (cost $2,841,765)					2,855,616
LOCAL GOVERNMENTS – MUNICIPAL BONDS – 0.4%
United States – 0.4%
State of California Series 2010 7.625%, 3/01/40 (cost $1,445,390)			970		1,489,939
		Shares
COMMON STOCKS – 0.4%
Mt Logan Re Ltd. (Preference Shares)(i)^ (cost $1,200,000)			1,200		1,213,650
		Principal Amount (000)
EMERGING MARKETS – CORPORATE BONDS – 0.3%
Industrial – 0.3%
Communications - Telecommunications – 0.1%
Comcel Trust via Comunicaciones Celulares SA 6.875%, 2/06/24(a)	U.S.$		207		222,008
Consumer Non-Cyclical – 0.2%
Marfrig Overseas Ltd. 9.50%, 5/04/20(a)			730		713,575

AB INTERMEDIATE BOND PORTFOLIO  • 31

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Virgolino de Oliveira Finance SA 10.50%, 1/28/18(e)(j)	U.S.$		660	$	23,430
					737,005
Total Emerging Markets – Corporate Bonds (cost $1,298,173)					959,013
		Shares
PREFERRED STOCKS – 0.2%
Financial Institutions – 0.2%
Insurance – 0.2%
Allstate Corp. (The) 5.10% (cost $694,052)			25,975		679,246
		Principal Amount (000)
GOVERNMENTS – SOVEREIGN BONDS – 0.1%
Mexico – 0.1%
Mexico Government International Bond 5.95%, 3/19/19 (cost $237,878)	U.S.$		208		237,432
		Shares
SHORT-TERM INVESTMENTS – 10.2%
Investment Companies – 9.3%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(k)(l) (cost $31,591,706)			31,591,706		31,591,706
		Principal Amount (000)
Commercial Paper – 0.9%
Banque et Caisse d’Epargne de l’Etat Zero Coupon, 9/01/15 (cost $3,199,717)	U.S.$		3,203		3,199,717
Total Short-Term Investments (cost $34,791,423)					34,791,423
Total Investments Before Securities Sold Short – 115.1% (cost $389,110,608)					392,287,855

32 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
SECURITIES SOLD SHORT – (1.5)%
MORTGAGE PASS-THROUGHS – (1.5)%
Agency Fixed Rate 30-Year – (1.5)%
Federal National Mortgage Association
3.00%, 5/01/45, TBA (proceeds $4,972,268)	U.S.$		(4,886	)	$	(4,972,268	)
Total Investments, Net of Securities Sold Short – 113.6% (cost $384,119,254)						387,315,587
Other assets less liabilities – (13.6)%						(46,294,502	)
Net Assets – 100.0%					$	341,021,085

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at April 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 2 Yr (CBT) Futures		43		June 2015	$	9,428,485	$	9,428,422	$	(63	)
U.S. T-Note 5 Yr (CBT) Futures		130		June 2015		15,541,120		15,617,266		76,146
Sold Contracts
Euro-BOBL Futures		100		June 2015		14,521,728		14,462,307		59,421
U.S. T-Note 10 Yr (CBT) Futures		90		June 2015		11,499,473		11,553,750		(54,277	)
U.S. Ultra Bond (CBT) Futures		6		June 2015		994,303		987,000		7,303
									$	88,530

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	904		TWD	27,486		6/12/15	$	(6,514	)
BNP Paribas SA	CAD	7,364		USD	5,877		5/15/15		(225,819	)
Credit Suisse International	EUR	5,162		USD	5,669		6/18/15		(130,709	)
Morgan Stanley & Co., Inc.	AUD	5,545		USD	4,236		5/15/15		(149,260	)
Royal Bank of Scotland PLC	USD	1,855		AUD	2,309		5/15/15		(29,115	)
Royal Bank of Scotland PLC	TWD	27,319		USD	880		6/12/15		(12,295	)
Standard Chartered Bank	BRL	4,590		USD	1,533		5/05/15		9,847
Standard Chartered Bank	USD	1,570		BRL	4,590		5/05/15		(46,341	)
Standard Chartered Bank	USD	1,048		IDR	13,769,321		5/29/15		6,717
Standard Chartered Bank	BRL	4,590		USD	1,555		6/02/15		46,520
State Street Bank & Trust Co.	USD	41		CAD	49		5/15/15		85
State Street Bank & Trust Co.	GBP	4,887		USD	7,300		6/04/15		(200,380	)
State Street Bank & Trust Co.	SGD	1,177		USD	873		6/05/15		(15,790	)
UBS AG	BRL	4,590		USD	1,430		5/05/15		(92,855	)
UBS AG	USD	1,533		BRL	4,590		5/05/15		(9,847	)
								$	(855,756	)

AB INTERMEDIATE BOND PORTFOLIO  • 33

Portfolio of Investments

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(CME Group) CDX-NAHY Series 23, 5 Year Index, 12/20/19*		(5.00	)%		3.00	%	$	1,764	$	(154,059	)	$	(41,515	)

* Termination Date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

						Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)			Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)		CAD	16,500		3/10/17	0.973%	3 Month CDOR	$	17,539
Morgan Stanley & Co., LLC/(CME Group)		AUD	21,860		3/11/17	2.140%	3 Month BBSW		(62,984	)
Morgan Stanley & Co., LLC/(CME Group)	$		2,630		1/14/24	2.980%	3 Month LIBOR		(227,070	)
Morgan Stanley & Co., LLC/(CME Group)			2,300		2/14/24	2.889%	3 Month LIBOR		(173,957	)
Morgan Stanley & Co., LLC/(CME Group)		AUD	3,330		3/11/25	6 Month BBSW	2.973%		7,466
								$	(439,006	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at April 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00	%		0.31	%	$	1,360	$	23,871	$	(22,882	)	$	46,753
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			375		8,127		(4,203	)		12,330
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			152		3,286		(1,698	)		4,984
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			153		3,310		(1,712	)		5,022
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.50			220		4,766		(2,212	)		6,978
									$	43,360	$	(32,707	)	$	76,067

* Termination Date

34 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Unrealized Appreciation/ (Depreciation)

Barclays Bank PLC

$

5,210

3/04/16

CPI

#

1.170

%

$

(5,638

)

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Citibank	BRL	30,000		1/02/17		CDI	13.190%	$	(24,879	)
Citibank		14,000		1/04/21		12.305%	CDI		47,799
JPMorgan Chase Bank	$	5,590		1/30/17		1.059%	3 Month LIBOR		(46,584	)
JPMorgan Chase Bank		6,230		2/07/22		2.043%	3 Month LIBOR		(108,203	)
								$	(131,867	)

** Principal amount less than 500.

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $68,053,636 or 20.0% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at April 30, 2015.

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

(d) Fair valued by the Adviser.

(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.01% of net assets as of April 30, 2015, are considered illiquid and restricted.

Restricted Securities	Acquisition Date		Cost		Market Value			Percentage of Net Assets
Nationstar NIM Ltd. Series 2007-A, Class A 9.79%, 3/25/37		4/04/07	$	17,607	$	– 0	–		0.00	%
Virgolino de Oliveira Finance SA 10.50%, 1/28/18		1/24/14		365,927		23,430			0.01	%

(f) Illiquid security.

(g) IO – Interest Only

(h) Variable rate coupon, rate shown as of April 30, 2015.

(i) Restricted and illiquid security.

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Mt Logan Re Ltd. (Preference Shares)		1/02/14 – 12/30/14	$	1,200,000	$	1,213,650		0.36	%

(j) Security is in default and is non-income producing.

AB INTERMEDIATE BOND PORTFOLIO  • 35

Portfolio of Investments

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

(l) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

^ The security is subject to a 12 month lock-up period, after which semi-annual redemptions are permitted.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

SGD – Singapore Dollar

TWD – New Taiwan Dollar

USD – United States Dollar

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

BBSW – Bank Bill Swap Reference Rate (Australia)

CBT – Chicago Board of Trade

CDI – Brazil CETIP Interbank Deposit Rate

CDOR – Canadian Dealer Offered Rate

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

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

CPI – Consumer Price Index

GSE – Government-Sponsored Enterprise

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

36 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $357,518,902)	$	360,696,149
Affiliated issuers (cost $31,591,706)		31,591,706
Cash		17,887
Cash collateral due from broker		524,887
Foreign currencies, at value (cost $95,520)		108,098
Receivable for investment securities sold		14,016,379
Interest and dividends receivable		2,032,828
Receivable for capital stock sold		476,197
Unrealized appreciation on credit default swaps		76,067
Unrealized appreciation on forward currency exchange contracts		63,169
Unrealized appreciation on interest rate swaps		47,799
Receivable for variation margin on exchange-traded derivatives		28,214
Total assets		409,679,380
Liabilities
Payable for investment securities purchased and foreign currency transactions		61,690,559
Payable for securities sold short, at value (proceeds received $4,991,354)		4,972,268
Unrealized depreciation on forward currency exchange contracts		918,925
Payable for capital stock redeemed		297,376
Unrealized depreciation on interest rate swaps		179,666
Dividends payable		164,679
Distribution fee payable		105,403
Advisory fee payable		75,927
Payable for variation margin on exchange-traded derivatives		67,597
Transfer Agent fee payable		41,990
Upfront premium received on credit default swaps		32,707
Administrative fee payable		16,752
Unrealized depreciation on inflation swaps		5,638
Accrued expenses		88,808
Total liabilities		68,658,295
Net Assets	$	341,021,085
Composition of Net Assets
Capital stock, at par	$	30,270
Additional paid-in capital		347,484,256
Undistributed net investment income		391,260
Accumulated net realized loss on investment and foreign currency transactions		(8,761,765	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		1,877,064
	$	341,021,085

See notes to financial statements.

AB INTERMEDIATE BOND PORTFOLIO  • 37

Statement of Assets & Liabilities

Net Asset Value Per Share—24 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	266,400,309		23,641,660	$	11.27	*
B	$	2,330,691		206,778	$	11.27
C	$	42,605,995		3,788,184	$	11.25
Advisor	$	21,551,697		1,911,669	$	11.27
R	$	2,503,876		222,214	$	11.27
K	$	4,667,526		413,928	$	11.28
I	$	567,619		50,317	$	11.28
Z	$	393,372		34,836	$	11.29

* The maximum offering price per share for Class A shares was $11.77 which reflects a sales charge of 4.25%.

See notes to financial statements.

38 •  AB INTERMEDIATE BOND PORTFOLIO

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Interest	$	5,448,638
Dividends
Unaffiliated issuers		74,752
Affiliated issuers		16,326
Other income		3,250		$	5,542,966
Expenses
Advisory fee (see Note B)		779,891
Distribution fee—Class A		404,523
Distribution fee—Class B		12,877
Distribution fee—Class C		212,617
Distribution fee—Class R		5,980
Distribution fee—Class K		5,785
Transfer agency—Class A		207,978
Transfer agency—Class B		2,351
Transfer agency—Class C		33,918
Transfer agency—Advisor Class		18,494
Transfer agency—Class R		3,110
Transfer agency—Class K		4,628
Transfer agency—Class I		276
Transfer agency—Class Z		25
Custodian		103,954
Audit and tax		39,579
Printing		34,176
Registration fees		30,988
Administrative		25,530
Legal		18,903
Directors’ fees		5,812
Miscellaneous		8,977
Total expenses		1,960,372
Less: expenses waived and reimbursed by the Adviser (see Note B)		(278,678	)
Net expenses					1,681,694
Net investment income					3,861,272
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					1,705,729
Securities sold short					32,896
Futures					(79,488	)
Swaps					26,176
Foreign currency transactions					2,116,114
Net change in unrealized appreciation/depreciation of:
Investments					833,243
Securities sold short					19,086
Futures					76,287
Swaps					(395,449	)
Foreign currency denominated assets and liabilities and other assets					(1,128,055	)
Net gain on investment and foreign currency transactions					3,206,539
Net Increase in Net Assets from Operations				$	7,067,811

See notes to financial statements.

AB INTERMEDIATE BOND PORTFOLIO  • 39

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	3,861,272		$	11,715,490
Net realized gain on investment transactions and foreign currency transactions		3,801,427			17,093,780
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(594,888	)		(9,973,154	)
Net increase in net assets from operations		7,067,811			18,836,116
Dividends to Shareholders from
Net investment income
Class A		(4,757,681	)		(8,778,788	)
Class B		(36,612	)		(97,320	)
Class C		(601,028	)		(1,049,284	)
Advisor Class		(476,795	)		(1,278,019	)
Class R		(39,564	)		(63,907	)
Class K		(82,788	)		(126,092	)
Class I		(6,584	)		(1,625	)
Class Z		(3,218	)		(161	)
Capital Stock Transactions
Net decrease		(13,063,350	)		(88,221,496	)
Total decrease		(11,999,809	)		(80,780,576	)
Net Assets
Beginning of period		353,020,894			433,801,470
End of period (including undistributed net investment income of $391,260 and $2,534,258, respectively)	$	341,021,085		$	353,020,894

See notes to financial statements.

40 •  AB INTERMEDIATE BOND PORTFOLIO

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Intermediate Bond Portfolio (the “Portfolio”). Prior to January 20, 2015, the Portfolio was known as AllianceBernstein Intermediate Bond Portfolio. The Portfolio offers Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 3% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Portfolio to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Portfolio’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares six years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require

AB INTERMEDIATE BOND PORTFOLIO  • 41

Notes to Financial Statements

management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

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

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

42 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2

AB INTERMEDIATE BOND PORTFOLIO  • 43

Notes to Financial Statements

valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:	Level 1			Level 2		Level 3			Total
Assets:
Governments – Treasuries	$	– 0	–	$	78,815,319	$	– 0	–	$	78,815,319
Corporates – Investment Grade		– 0	–		71,813,695		– 0	–		71,813,695
Mortgage Pass-Throughs		– 0	–		59,016,230		– 0	–		59,016,230
Asset-Backed Securities		– 0	–		38,704,681		5,079,978	^		43,784,659
Commercial Mortgage-Backed Securities		– 0	–		33,838,057		8,312,169			42,150,226
Corporates – Non-Investment Grade		– 0	–		24,161,067		306,062			24,467,129
Collateralized Mortgage Obligations		– 0	–		345,448		14,647,634			14,993,082
Inflation-Linked Securities		– 0	–		11,073,787		– 0	–		11,073,787
Quasi-Sovereigns		– 0	–		3,947,409		– 0	–		3,947,409

44 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

Investments in Securities:

Level 1

Level 2

Level 3

Total

Governments – Sovereign Agencies

$

– 0

–

$

2,855,616

$

– 0

–

$

2,855,616

Local Governments – Municipal Bonds

– 0

–

1,489,939

– 0

–

1,489,939

Common Stocks

– 0

–

– 0

–

1,213,650

1,213,650

Emerging Markets – Corporate Bonds

– 0

–

959,013

– 0

–

959,013

Preferred Stocks

679,246

– 0

–

– 0

–

679,246

Governments – Sovereign Bonds

– 0

–

237,432

– 0

–

237,432

Short-Term Investments:

Investment Companies

31,591,706

– 0

–

– 0

–

31,591,706

Commercial Paper

3,199,717

– 0

–

3,199,717

Liabilities:

Mortgage Pass-Throughs

(4,972,268

)

(4,972,268

)

Total Investments in Securities

32,270,952

325,485,142

29,559,493

387,315,587

Other Financial Instruments*:

Assets:

Futures

142,870

– 0

–

– 0

–

142,870

#

Forward Currency Exchange Contracts

– 0

–

63,169

– 0

–

63,169

Centrally Cleared Interest Rate Swaps

– 0

–

25,005

– 0

–

25,005

#

Credit Default Swaps

– 0

–

76,067

– 0

–

76,067

Interest Rate Swaps

– 0

–

47,799

– 0

–

47,799

Liabilities:

Futures

(54,340

)

– 0

–

– 0

–

(54,340

)#

Forward Currency Exchange Contracts

– 0

–

(918,925

)

– 0

–

(918,925

)

Centrally Cleared Credit Default Swaps

– 0

–

(41,515

)

– 0

–

(41,515

)#

Centrally Cleared Interest Rate Swaps

– 0

–

(464,011

)

– 0

–

(464,011

)#

Inflation Swaps

– 0

–

(5,638

)

– 0

–

(5,638

)

Interest Rate Swaps

– 0

–

(179,666

)

– 0

–

(179,666

)

Total+

$

32,359,482

$

324,087,427

$

29,559,493

$

386,006,402

^ The Portfolio held securities with zero market value at period end.

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

+ There were no transfers between Level 1 and Level 2 during the reporting period.

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

AB INTERMEDIATE BOND PORTFOLIO  • 45

Notes to Financial Statements

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

	Asset- Backed Securities^			Commercial Mortgage-Backed Securities			Corporates  - Non-Investment Grade
Balance as of 10/31/14	$	3,767,594		$	7,193,928		$	306,800
Accrued discounts/(premiums)		6,662			(5,624	)		793
Realized gain (loss)		11,244			(546	)		– 0	–
Change in unrealized appreciation/depreciation		(10,232	)		(95,226	)		(1,531	)
Purchases/Payups		1,886,568			1,261,379			– 0	–
Sales/Paydowns		(197,862	)		(41,742	)		– 0	–
Settlements		– 0	–		– 0	–		– 0	–
Transfers in to Level 3		689,828			– 0	–		– 0	–
Transfers out of Level 3		(1,073,824	)		– 0	–		– 0	–
Balance as of 4/30/15	$	5,079,978		$	8,312,169		$	306,062
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	(10,232	)	$	(95,226	)	$	(1,531	)
	Collateralized Mortgage Obligations			Common Stocks			Cross Currency Swaps
Balance as of 10/31/14	$	14,419,314		$	746,394		$	92,827
Accrued discounts/(premiums)		48,162			– 0	–		– 0	–
Realized gain (loss)		(54,309	)		– 0	–		233,838
Change in unrealized appreciation/depreciation		133,311			(32,744	)		(92,827	)
Purchases/Payups		2,629,423			500,000			– 0	–
Sales/Paydowns		(2,528,267	)		– 0	–		– 0	–
Settlements		– 0	–		– 0	–		(233,838	)
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 4/30/15	$	14,647,634		$	1,213,650		$	– 0	–
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	122,686		$	(32,744	)	$	– 0	–

46 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

	Total
Balance as of 10/31/14	$	26,526,857
Accrued discounts/(premiums)		49,993
Realized gain (loss)		190,227
Change in unrealized appreciation/depreciation		(99,249	)
Purchases/Payups		6,277,370
Sales/Paydowns		(2,767,871	)
Settlements		(233,838	)
Transfers in to Level 3		689,828
Transfers out of Level 3		(1,073,824	)
Balance as of 4/30/15	$	29,559,493	+
Net change in unrealized appreciation/depreciation from investments held as of 4/30/15*	$	(17,047	)

^ The Portfolio held securities with zero market value at period end.

+ There were de minimis transfers under 1% of net assets during the reporting period.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

The following presents information about significant unobservable inputs related to the Portfolio’s Level 3 investments at April 30, 2015. Securities priced by third party vendors or using prior transaction, are excluded from the following table.

Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 4/30/15			Valuation Technique	Unobservable Input	Range/ Weighted Average
Asset-Backed Securities	$	– 0	–	Qualitative Assessment			$0.00/N/A

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

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a

AB INTERMEDIATE BOND PORTFOLIO  • 47

Notes to Financial Statements

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

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

3. Currency Translation

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

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

4. Taxes

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

48 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. Effective February 1, 2013 (effective April 28, 2014 for Class Z shares), the Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .90%, 1.60%, 1.60%, .60%, 1.10%, .85%, .60%, and .60% of the daily average net assets for the Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, and Class Z shares, respectively. Prior to February 1, 2013, the Expense Caps were 85%, 1.55%, 1.55%, .55%, 1.05%, .80% and .55% of the daily average net assets for the Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. This waiver extends through January 31, 2016 and then may be extended by the Adviser for additional one year terms. For the six months ended April 30, 2015, such reimbursements/waivers amounted to $278,678.

AB INTERMEDIATE BOND PORTFOLIO  • 49

Notes to Financial Statements

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended April 30, 2015, the reimbursement for such services amounted to $25,530.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $114,544 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $3,229 from the sale of Class A shares and received $752, $115 and $235 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended April 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    44,459	$	58,511	$	71,378	$	31,592	$	16

Brokerage commissions paid on investment transactions for the six months ended April 30, 2015 amounted to $1,958, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor

50 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

at an annual rate of up to .30% of the Portfolio’s average daily net assets attributable to Class A shares, 1% of the Portfolio’s average daily net assets attributable to both Class B and Class C shares, .50% of the Portfolio’s average daily net assets attributable to Class R shares and .25% of the Portfolio’s average daily net assets attributable to Class K shares. Effective June 1, 2015, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amounts of $-0-, $1,053,787, $120,930 and $51,851 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding U.S. government securities and short-term investments) for the six months ended April 30, 2015, were as follows:

Purchases	Sales		Securities Sold Short			Covers on Securities Sold Short
$    43,325,560	$	42,932,478	$	– 0	–	$	– 0	–

Purchases and sales of U.S. government securities for the six months ended April 30, 2015, were as follows:

Purchases	Sales		Securities Sold Short		Covers on Securities Sold Short
$    303,193,902	$	280,280,250	$	29,170,223	$	43,397,616

AB INTERMEDIATE BOND PORTFOLIO  • 51

Notes to Financial Statements

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

Gross Unrealized			Net Unrealized Appreciation on Investments		Net Unrealized Appreciation on Securities Sold Short			Net Unrealized Appreciation
Appreciation on Investments	Depreciation on Investments
$    7,538,375		$    (4,361,128)	$	3,177,247	$	19,086	(a)	$	3,196,333

^(a)  Gross unrealized appreciation was $19,086 and gross unrealized depreciation was $(0), resulting in net unrealized appreciation of $19,086.

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has

52 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended April 30, 2015, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended April 30, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

AB INTERMEDIATE BOND PORTFOLIO  • 53

Notes to Financial Statements

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

During the six months ended April 30, 2015, the Portfolio held purchased options for hedging purposes.

For the six months ended April 30, 2015, the Portfolio had no transactions in written options.

• Swaps

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

54 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized

AB INTERMEDIATE BOND PORTFOLIO  • 55

Notes to Financial Statements

gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

During the six months ended April 30, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the six months ended April 30, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

56 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

Currency Swaps:

The Portfolio may invest in currency swaps for hedging purposes 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 individually negotiated exchange by a Portfolio with another party of a series of payments in specified currencies. Actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Therefore, the entire principal value of a currency swap is subject to the risk that the swap counterparty will default on its contractual delivery obligations.

During the six months ended April 30, 2015, the Portfolio held currency swaps for hedging purposes.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of April 30, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and counterparty for its Sales Contracts outstanding.

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

AB INTERMEDIATE BOND PORTFOLIO  • 57

Notes to Financial Statements

risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the six months ended April 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

58 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

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

At April 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	167,875	Receivable/Payable for variation margin on exchange-traded derivatives	$	518,351	*
Credit contracts				Margin due from/owed to broker on exchange-traded derivatives		41,515	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		63,169	Unrealized depreciation on forward currency exchange contracts		918,925
Interest rate contracts	Unrealized appreciation on interest rate swaps		47,799	Unrealized depreciation on interest rate swaps		179,666
Interest rate contracts				Unrealized depreciation on inflation swaps		5,638
Credit contracts	Unrealized appreciation on credit default swaps		76,067
Total		$	354,910		$	1,664,095

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

AB INTERMEDIATE BOND PORTFOLIO  • 59

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(79,488	)	$	76,287
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		533,195			(1,135,889	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(26,250	)		24,713
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(270,929	)		(274,764	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,875			(92,827	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		294,230			(27,858	)
Total		$	453,633		$	(1,430,338	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended April 30, 2015:

Futures:
Average original value of buy contracts	$	11,909,321
Average original value of sale contracts	$	15,798,044

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Notes to Financial Statements

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	6,301,350
Average principal amount of sale contracts	$	32,114,155
Purchased Options:
Average monthly cost	$	26,250	(a)
Interest Rate Swaps:
Average notional amount	$	13,906,233
Inflation Swaps:
Average notional amount	$	5,210,000	(b)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	22,541,576
Cross Currency Swaps:
Average notional amount	$	1,637,610	(c)
Credit Default Swaps:
Average notional amount of buy contracts	$	2,672,918	(b)
Average notional amount of sale contracts	$	2,260,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	1,782,000	(d)

^(a)  Positions were open for one month during the period.

^(b)  Positions were open for two months during the period.

^(c)  Positions were open for three months during the period.

^(d)  Positions were open for five months during the period.

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of April 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	28,214	$	(28,214	)	$	– 0	–	$	– 0	–	$	– 0	–
Total	$	28,214	$	(28,214	)	$	– 0	–	$	– 0	–	$	– 0	–
OTC Derivatives:
Citibank	$	47,799	$	(24,879	)	$	– 0	–	$	– 0	–	$	22,920
Credit Suisse International		43,360		(43,360	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		63,084		(46,341	)		– 0	–		– 0	–		16,743
State Street Bank & Trust Co.		85		(85	)		– 0	–		– 0	–		– 0	–
Total	$	154,328	$	(114,665	)	$	– 0	–	$	– 0	–	$	39,663	^

AB INTERMEDIATE BOND PORTFOLIO  • 61

Notes to Financial Statements

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	67,597	$	(28,214	)	$	(39,383	)	$	– 0	–	$	– 0	–
Total	$	67,597	$	(28,214	)	$	(39,383	)	$	– 0	–	$	– 0	–
OTC Derivatives:
Barclays Bank PLC	$	12,152	$	– 0	–	$	– 0	–	$	– 0	–	$	12,152
BNP Paribas SA		225,819		– 0	–		– 0	–		– 0	–		225,819
Citibank		24,879		(24,879	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		130,709		(43,360	)		– 0	–		– 0	–		87,349
JPMorgan Chase Bank		154,787		– 0	–		– 0	–		– 0	–		154,787
Morgan Stanley & Co., Inc.		149,260		– 0	–		– 0	–		– 0	–		149,260
Royal Bank of Scotland PLC		41,410		– 0	–		– 0	–		– 0	–		41,410
Standard Chartered Bank		46,341		(46,341	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		216,170		(85	)		– 0	–		– 0	–		216,085
UBS AG		102,702		– 0	–		– 0	–		– 0	–		102,702
Total	$	1,104,229	$	(114,665	)	$	– 0	–	$	– 0	–	$	989,564	^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at April 30, 2015.

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

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated

62 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Portfolio sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Portfolio is obligated to replace the borrowed securities at their market price at the time of settlement. The Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. Short sales by the Portfolio involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

4. TBA and Dollar Rolls

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

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the six months ended April 30, 2015, the Portfolio earned drop income of $611,577 which is included in interest income in the accompanying statement of operations.

5. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed

AB INTERMEDIATE BOND PORTFOLIO  • 63

Notes to Financial Statements

upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the six months ended April 30, 2015, the Portfolio had no transactions in reverse repurchase agreements.

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class A
Shares sold		695,212			933,382		$	7,824,501		$	10,384,000
Shares issued in reinvestment of dividends		308,755			573,909			3,472,106			6,379,324
Shares converted from Class B		73,934			149,844			833,500			1,663,533
Shares redeemed		(1,817,986	)		(4,712,407	)		(20,499,371	)		(52,313,975	)
Net decrease		(740,085	)		(3,055,272	)	$	(8,369,264	)	$	(33,887,118	)
Class B
Shares sold		19,147			18,189		$	215,895		$	202,388
Shares issued in reinvestment of dividends		2,956			8,122			33,211			90,163
Shares converted to Class A		(73,904	)		(149,785	)		(833,500	)		(1,663,533	)
Shares redeemed		(9,824	)		(94,252	)		(110,765	)		(1,044,053	)
Net decrease		(61,625	)		(217,726	)	$	(695,159	)	$	(2,415,035	)
Class C
Shares sold		251,580			179,590		$	2,826,167		$	2,000,896
Shares issued in reinvestment of dividends		41,541			73,610			465,817			816,406
Shares redeemed		(311,397	)		(776,478	)		(3,500,923	)		(8,588,355	)
Net decrease		(18,276	)		(523,278	)	$	(208,939	)	$	(5,771,053	)

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Notes to Financial Statements

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Advisor Class
Shares sold		759,031			2,974,672		$	8,573,852		$	33,468,592
Shares issued in reinvestment of dividends		21,790			93,793			245,383			1,035,070
Shares redeemed		(1,213,173	)		(7,399,876	)		(13,716,543	)		(81,798,132	)
Net decrease		(432,352	)		(4,331,411	)	$	(4,897,308	)	$	(47,294,470	)
Class R
Shares sold		24,277			59,606		$	273,981		$	661,932
Shares issued in reinvestment of dividends		3,450			5,744			38,795			63,862
Shares redeemed		(16,265	)		(58,323	)		(183,840	)		(647,074	)
Net increase		11,462			7,027		$	128,936		$	78,720
Class K
Shares sold		64,929			101,384		$	732,024		$	1,121,247
Shares issued in reinvestment of dividends		7,294			11,372			82,109			126,655
Shares redeemed		(59,853	)		(25,439	)		(678,007	)		(282,557	)
Net increase		12,370			87,317		$	136,126		$	965,345
Class I
Shares sold		65,362			11,353		$	738,822		$	127,276
Shares issued in reinvestment of dividends		544			98			6,154			1,097
Shares redeemed		(25,051	)		(3,219	)		(284,312	)		(36,261	)
Net increase		40,855			8,232		$	460,664		$	92,112
Class Z
Shares sold		34,074			897		$	383,149		$	10,003
Shares issued in reinvestment of dividends		268			0			3,042			0
Shares redeemed		(403	)		0			(4,597	)		0
Net increase		33,939			897		$	381,594		$	10,003

NOTE F

Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest pay-

AB INTERMEDIATE BOND PORTFOLIO  • 65

Notes to Financial Statements

ments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.3

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

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

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of

66 •  AB INTERMEDIATE BOND PORTFOLIO

Notes to Financial Statements

leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid or relatively less liquid securities at an advantageous price. Causes of liquidity risk may include low trading volume, lack of a market maker, a large position, heavy redemptions, or legal restrictions that limit or prevent a Portfolio from selling securities or closing derivative positions at desirable prices or opportune times. Over recent years, the capacity of dealers to make markets in fixed income securities has been outpaced by the growth in the size of the fixed income markets. Liquidity risk may be magnified in a rising interest rate environment, where the value and liquidity of fixed income securities generally go down. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. Because the Portfolio invests in municipal securities, the Portfolio is subject to more liquidity risk because the market for municipal securities is generally smaller than many other markets. Illiquid securities and relatively less liquid securities may also be difficult to value.

Duration Risk—Duration is the measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended April 30, 2015.

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Notes to Financial Statements

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	11,395,196	$	13,456,589
Total taxable distributions paid	$	11,395,196	$	13,456,589

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,972,606
Accumulated capital and other losses		(12,509,250	)(a)
Unrealized appreciation/(depreciation)		2,135,116	(b)
Total accumulated earnings/(deficit)	$	(7,401,528	)

^(a)  On October 31, 2014, the Portfolio had a net capital loss carryforward of $12,484,965. During the fiscal year, the Portfolio utilized $15,587,559 of capital loss carryforwards to offset current year net realized gains. The Portfolio also had $3,832,007 of capital loss carryforwards expire during the fiscal year. As of October 31, 2014, the cumulative deferred loss on straddles was $24,285.

^(b)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium, the tax treatment of swaps and Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

^(c)  The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to dividends payable.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These postenactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of October 31, 2015, the Portfolio had a net capital loss carryforward of $12,484,965 which will expire in 2015.

NOTE I

Subsequent Events

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

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Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.24			$  11.00			$  11.40			$  11.04			$  10.98			$  10.28
Income From Investment Operations
Net investment income(a)(b)		.13			.35			.26			.26			.37			.42
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.10			.23			(.35	)		.41	#		.07			.70
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.23			.58			(.09	)		.68			.44			1.12
Less: Dividends
Dividends from net investment income		(.20	)		(.34	)		(.31	)		(.32	)		(.38	)		(.42	)
Net asset value, end of period		$  11.27			$  11.24			$  11.00			$  11.40			$  11.04			$  10.98
Total Return
Total investment return based on net asset value(c)		2.03	%		5.34	%*		(.81	)%†		6.27	%††		4.11	%		11.17	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$266,459			$273,962			$301,764			$370,672			$381,577			$418,023
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		.90	%^		.90	%		.89	%		.85	%		.85	%		.91	%+
Expenses, before waivers/reimbursements(d)		1.06	%^		1.06	%		1.02	%		.99	%		1.00	%		1.11	%+
Net investment income(b)		2.30	%^		3.15	%		2.32	%		2.29	%		3.42	%		3.98	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

AB INTERMEDIATE BOND PORTFOLIO  • 69

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class B
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.24			$  11.00			$  11.41			$  11.05			$  10.98			$  10.28
Income From Investment Operations
Net investment income(a)(b)		.09			.28			.18			.18			.30			.35
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.10			.22			(.36	)		.42	#		.08			.70
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.19			.50			(.18	)		.61			.38			1.05
Less: Dividends
Dividends from net investment income		(.16	)		(.26	)		(.23	)		(.25	)		(.31	)		(.35	)
Net asset value, end of period		$  11.27			$  11.24			$  11.00			$  11.41			$  11.05			$  10.98
Total Return
Total investment return based on net asset value(c)		1.68	%		4.61	%*		(1.59	)%†		5.56	%††		3.50	%		10.40	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,331			$3,017			$5,348			$9,089			$11,104			$16,048
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		1.60	%^		1.60	%		1.58	%		1.55	%		1.55	%		1.62	%+
Expenses, before waivers/reimbursements(d)		1.79	%^		1.78	%		1.74	%		1.74	%		1.75	%		1.88	%+
Net investment income(b)		1.61	%^		2.48	%		1.59	%		1.59	%		2.73	%		3.35	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

70 •  AB INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.22			$  10.98			$  11.38			$  11.02			$  10.96			$  10.26
Income From Investment Operations
Net investment income(a)(b)		.09			.27			.18			.18			.29			.35
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.10			.23			(.35	)		.41	#		.07			.70
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.19			.50			(.17	)		.60			.36			1.05
Less: Dividends
Dividends from net investment income		(.16	)		(.26	)		(.23	)		(.24	)		(.30	)		(.35	)
Net asset value, end of period		$  11.25			$  11.22			$  10.98			$  11.38			$  11.02			$  10.96
Total Return
Total investment return based on net asset value(c)		1.68	%		4.63	%*		(1.51	)%†		5.55	%††		3.40	%		10.42	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$42,615			$42,690			$47,530			$61,224			$62,147			$66,568
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		1.60	%^		1.60	%		1.59	%		1.55	%		1.55	%		1.61	%+
Expenses, before waivers/reimbursements(d)		1.77	%^		1.77	%		1.73	%		1.70	%		1.71	%		1.83	%+
Net investment income(b)		1.60	%^		2.46	%		1.62	%		1.60	%		2.72	%		3.27	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

AB INTERMEDIATE BOND PORTFOLIO  • 71

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.24			$  11.00			$  11.41			$  11.05			$  10.99			$  10.28
Income From Investment Operations
Net investment income(a)(b)		.15			.39			.29			.29			.40			.44
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.09			.22			(.36	)		.41	#		.07			.73
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.24			.61			(.07	)		.71			.47			1.17
Less: Dividends
Dividends from net investment income		(.21	)		(.37	)		(.34	)		(.35	)		(.41	)		(.46	)
Net asset value, end of period		$  11.27			$  11.24			$  11.00			$  11.41			$  11.05			$  10.99
Total Return
Total investment return based on net asset value(c)		2.19	%		5.65	%*		(.61	) %†		6.59	%††		4.43	%		11.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$21,557			$26,352			$73,445			$94,584			$88,402			$89,981
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		.60	%^		.60	%		.59	%		.55	%		.55	%		.60	%+
Expenses, before waivers/reimbursements(d)		.76	%^		.75	%		.72	%		.69	%		.70	%		.80	%+
Net investment income(b)		2.60	%^		3.51	%		2.60	%		2.59	%		3.70	%		4.19	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

72 •  AB INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.24			$  11.00			$  11.40			$  11.04			$  10.98			$  10.28
Income From Investment Operations
Net investment income(a)(b)		.12			.33			.24			.23			.34			.37
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.09			.23			(.36	)		.42	#		.08			.73
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.21			.56			(.12	)		.66			.42			1.10
Less: Dividends
Dividends from net investment income		(.18	)		(.32	)		(.28	)		(.30	)		(.36	)		(.40	)
Net asset value, end of period		$  11.27			$  11.24			$  11.00			$  11.40			$  11.04			$  10.98
Total Return
Total investment return based on net asset value(c)		1.93	%		5.13	%*		(1.01	)%†		6.05	%††		3.91	%		10.94	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,504			$2,368			$2,241			$1,568			$1,168			$759
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		1.10	%^		1.10	%		1.09	%		1.05	%		1.05	%		1.08	%+
Expenses, before waivers/reimbursements(d)		1.37	%^		1.36	%		1.31	%		1.29	%		1.31	%		1.37	%+
Net investment income(b)		2.09	%^		2.94	%		2.13	%		2.07	%		3.16	%		3.49	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

AB INTERMEDIATE BOND PORTFOLIO  • 73

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.24			$  11.01			$  11.41			$  11.05			$  10.99			$  10.29
Income From Investment Operations
Net investment income(a)(b)		.13			.35			.27			.26			.38			.43
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.11			.22			(.36	)		.42	#		.07			.70
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.24			.57			(.09	)		.69			.45			1.13
Less: Dividends
Dividends from net investment income		(.20	)		(.34	)		(.31	)		(.33	)		(.39	)		(.43	)
Net asset value, end of period		$  11.28			$  11.24			$  11.01			$  11.41			$  11.05			$  10.99
Total Return
Total investment return based on net asset value(c)		2.15	%		5.30	%*		(.76	)%†		6.32	%††		4.17	%		11.21	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,669			$4,515			$3,459			$3,823			$2,869			$4,359
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		.85	%^		.85	%		.84	%		.80	%		.80	%		.86	%+
Expenses, before waivers/reimbursements(d)		1.05	%^		1.03	%		.93	%		.99	%		1.01	%		1.09	%+
Net investment income(b)		2.34	%^		3.17	%		2.38	%		2.34	%		3.49	%		4.02	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

74 •  AB INTERMEDIATE BOND PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$  11.25			$  11.01			$  11.42			$  11.06			$  11.00			$  10.29
Income From Investment Operations
Net investment income(a)(b)		.14			.36			.18			.29			.42			.49
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.10			.25			(.25	)		.41	#		.05			.68
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.01	#		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.24			.61			(.07	)		.71			.47			1.17
Less: Dividends
Dividends from net investment income		(.21	)		(.37	)		(.34	)		(.35	)		(.41	)		(.46	)
Net asset value, end of period		$  11.28			$  11.25			$  11.01			$  11.42			$  11.06			$  11.00
Total Return
Total investment return based on net asset value(c)		2.18	%		5.65	%*		(.62	)%†		6.58	%††		4.42	%		11.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$568			$107			$14			$814			$715			$1,348
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)		.60	%^		.60	%		.56	%		.55	%		.55	%		.67	%+
Expenses, before waivers/reimbursements(d)		.73	%^		.75	%		.67	%		.66	%		.68	%		.81	%+
Net investment income(b)		2.46	%^		3.22	%		2.46	%		2.59	%		3.76	%		4.60	%+
Portfolio turnover rate**		90	%		221	%		189	%		110	%		115	%		99	%
Portfolio turnover rate (including securities sold short)		96	%		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 75.

AB INTERMEDIATE BOND PORTFOLIO  • 75

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	Six Months Ended April 30, 2015 (unaudited)			April 28, 2014(e) to October 31, 2014
Net asset value, beginning of period		$  11.26			$  11.15
Income From Investment Operations
Net investment income(a)(b)		.14			.19
Net realized and unrealized gain on investment and foreign currency transactions		.10			.10
Net increase in net asset value from operations		.24			.29
Less: Dividends
Dividends from net investment income		(.21	)		(.18	)
Net asset value, end of period		$  11.29			$  11.26
Total Return
Total investment return based on net asset value(c)		2.17	%		2.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$394			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)^		.60	%		.60	%
Expenses, before waivers/reimbursements(d)^		.63	%		.66	%
Net investment income(b)^		2.50	%		3.29	%
Portfolio turnover rate		90	%		221	%
Portfolio turnover rate (including securities sold short)		96	%		0	%

See footnote summary on page 75.

76 •  AB INTERMEDIATE BOND PORTFOLIO

Financial Highlights

(a) Based on average shares outstanding.

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

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) The expense ratios presented below exclude interest expense:

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,
				2014			2013			2012			2011			2010
Class A
Net of waivers/reimbursements		.90	%^		.90	%		.89	%		.85	%		.85	%		.85	%
Before waivers/reimbursements		1.06	%^		1.06	%		1.02	%		.99	%		1.00	%		1.05	%
Class B
Net of waivers/reimbursements		1.60	%^		1.60	%		1.58	%		1.55	%		1.55	%		1.55	%
Before waivers/reimbursements		1.79	%^		1.78	%		1.74	%		1.74	%		1.75	%		1.81	%
Class C
Net of waivers/reimbursements		1.60	%^		1.60	%		1.59	%		1.55	%		1.55	%		1.55	%
Before waivers/reimbursements		1.77	%^		1.77	%		1.73	%		1.70	%		1.71	%		1.77	%
Advisor Class
Net of waivers/reimbursements		.60	%^		.60	%		.59	%		.55	%		.55	%		.55	%
Before waivers/reimbursements		.76	%^		.75	%		.72	%		.69	%		.70	%		.75	%
Class R
Net of waivers/reimbursements		1.10	%^		1.10	%		1.09	%		1.05	%		1.05	%		1.05	%
Before waivers/reimbursements		1.37	%^		1.36	%		1.31	%		1.29	%		1.31	%		1.34	%
Class K
Net of waivers/reimbursements		.85	%^		.85	%		.84	%		.80	%		.80	%		.80	%
Before waivers/reimbursements		1.05	%^		1.03	%		.93	%		.99	%		1.01	%		1.03	%
Class I
Net of waivers/reimbursements		.60	%^		.60	%		.56	%		.55	%		.55	%		.55	%
Before waivers/reimbursements		.73	%^		.75	%		.67	%		.66	%		.68	%		.69	%
Class Z
Net of waivers/reimbursements		.60	%^		.60	%(f)^
Before waivers/reimbursements		.63	%^		.66	%(f)^

(e) Commencement of distribution.

(f) For the period April 28, 2014, commencement of distribution, to October 31, 2014.

# Amount reclassified from realized gain (loss) on investment transactions.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended October 31, 2014 and October 31, 2010 by 0.01% and 0.01%, respectively.

† Includes the impact of proceeds received and credited to the Portfolio resulting from third party regulatory settlements, which enhanced the Portfolio’s performance for the year ended October 31, 2013 by 0.14%.

†† Includes the Adviser’s reimbursement in respect of the Lehman Bankruptcy Claim which contributed to the Portfolio’s performance by 0.07% for the year-ended October 31, 2012.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

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

See notes to financial statements.

AB INTERMEDIATE BOND PORTFOLIO  • 77

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Paul J. DeNoon⁽²⁾, Vice President Shawn E. Keegan⁽²⁾, Vice President Alison M. Martier⁽²⁾ , Vice President Douglas J. Peebles⁽²⁾, Vice President Greg J. Wilensky⁽²⁾, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public
Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s U.S. Investment Grade Core Fixed Income Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

78 •  AB INTERMEDIATE BOND PORTFOLIO

Board of Directors

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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AB Intermediate Bond Portfolio (the “Portfolio”) at a meeting held on November 3-6, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency and distribution services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Portfolio’s shares and transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the

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Adviser’s profitability would be lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broad array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Barclays U.S. Aggregate Bond Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2014 and (in the case of comparisons with the Index) the period since inception (July 1999 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 3- and 10-year periods, and in the 2nd quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio outperformed the Index in the 1-, 3- and 5-year periods and lagged it in the 10-year period and the period since inception. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 45 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was close to the Expense Group median.

The directors also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee

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rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising a registered investment company with a similar investment style. The directors also noted that the Adviser advises a portfolio of another AB fund with a substantially similar investment style for the same fee schedule as the Portfolio.

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

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

The Portfolio’s expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group median and higher than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies

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of scale at the May 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) with respect to AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation

1 The Senior Officer’s fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

2 Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

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of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

INVESTMENT ADVISORY FEES, NET ASSETS, EXPENSE CAPS & RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 09/30/14 ($MM)
Intermediate Bond Portfolio	Low Risk Income	0.45% on 1st $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	$	337.4

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s fiscal year ended October 31, 2013, the Adviser received $45,372 (0.009% of the Portfolio’s average daily net assets) for such services.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Portfolio for that portion of the Portfolio’s total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the

3 Jones v. Harris at 1427.

4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

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Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. In addition, set forth below are the Portfolio’s gross expense ratios for the most recent semi-annual period:⁵

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio6		Fiscal Year End
Intermediate Bond Portfolio	Advisor Class A Class B Class C Class R Class K Class I Class Z	0.60% 0.90% 1.60% 1.60% 1.10% 0.85% 0.60% 0.60%		0.75% 1.07% 1.79% 1.78% 1.33% 0.97% 0.71% 0.75%	Oct. 31 (ratios as of Apr. 30, 2014)

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

5 Semi-annual total expense ratios are unaudited.

6 Annualized.

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However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee for the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio based on September 30, 2014 net assets.⁸

Portfolio	Net Assets 9/30/14 ($MM)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Intermediate Bond Portfolio	$337.4	U.S. Strategic Core Plus Schedule 0.50% on 1st $30 million 0.20% on the balance Minimum account size: $25 m		0.227%	0.450%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The Intermediate Duration Portfolio of SCB Fund has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee schedule and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
Intermediate Bond Portfolio	Intermediate Duration Portfolio	0.50% on 1st $1 billion 0.45% on next $ 2 billion 0.40% on next $ 2 billion 0.35% on next $ 2 billion 0.30% thereafter		0.500%	0.450%

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

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

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The adviser also manages the AllianceBernstein Variable Products Series Fund, Inc. (“AVPS”), which is available through variable annuity and variable life contracts offered by other financial institutions and offers policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. Set forth below is the fee schedule of the AVPS portfolio that has a substantially similar investment style as the Portfolio.⁹ Also shown are what would have been the effective advisory fee of the Portfolio had the AVPS fee schedule been applicable to the Portfolio and the Portfolio’s advisory fees based on September 30, 2014 net assets:

Portfolio	AVPS Portfolio	Fee Schedule	AVPS Effective Fee		Portfolio Advisory Fee
Intermediate Bond Fund	Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450%	0.450%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fee for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-Advised Management Fund Effective Fee		Portfolio Advisory Fee
Intermediate Bond Portfolio	Client #110	0.29% on first $100 million 0.20% thereafter		0.227%		0.450%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition to the extent that this sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such fees due to the differences in the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various

9 It should be noted that the AVPS portfolio was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AVPS portfolio.

10 This is the fee schedule of a fund managed for an affiliate of the Adviser.

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business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is provided all the services, not just investment management service generally required by a registered investment company.

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

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

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

Portfolio	Contractual Management Fee (%)		Lipper Expense Group Median (%)		Rank
Intermediate Bond Portfolio		0.450		0.462		5/15

Lipper also compared the Portfolio’s total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

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

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

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

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

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Portfolio	Total Expense Ratio  (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.886		0.889	7/15		0.862	34/59

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

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

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

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

The profitability information for the Portfolio, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the independent consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013 relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent and distribution related services to the Portfolio and receive transfer agent fees, front-end sales loads, Rule 12b-1 payments and contingent deferred sales charges (“CDSC”). During the Portfolio’s fiscal year ended October 21, 2013, ABI received from the Portfolio $7,487, $1,652,571 and $16,042 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹⁶

15 Most recently completed fiscal year Class A share total expense ratio.

16 As a result of discussions between the Board and the Adviser, ABI is planning to phase into reductions of the Portfolio’s Class A shares Rule 12b-1 fee payment rate from 0.30% to 0.25% effective on February 1, 2016.

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AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to revenues derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. In 2013, ABI paid approximately 0.05% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Portfolio’s fiscal year ended October 31, 2013, ABIS received $426,562 in fees from the Portfolio.

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

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

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended July 31, 2014.²²

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

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

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

20 The performance returns and rankings are for the Class A shares of the Portfolio. The performance returns of the Portfolios were provided Lipper.

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

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if the Portfolio may have had a different investment classification/objective at different points in time.

92 •  AB INTERMEDIATE BOND PORTFOLIO

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
Intermediate Bond Portfolio
1 year		5.95		4.56		4.28	2/15	8/73
3 year		3.59		3.54		3.44	6/14	28/67
5 year		6.06		4.89		5.21	3/13	14/63
10 year		4.77		4.72		4.69	6/12	23/51

Set forth below are the 1, 3, 5, 10 year and since inception net performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending July 31, 2014 Annualized Performance
									Since		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Inception (%)		Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio		5.95		3.59		6.06		4.78		5.22		4.25		0.72		10
Barclays Capital U.S. Aggregate Bond Index		3.97		3.04		4.47		4.80		5.55		3.24		0.96		10
Inception Date: July 1, 1999

CONCLUSION:

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

Dated: November 18, 2014

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

24 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2014.

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

AB INTERMEDIATE BOND PORTFOLIO  • 93

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

94 •  AB INTERMEDIATE BOND PORTFOLIO

AB Family of Funds

NOTES

AB INTERMEDIATE BOND PORTFOLIO  • 95

NOTES

96 •  AB INTERMEDIATE BOND PORTFOLIO

NOTES

AB INTERMEDIATE BOND PORTFOLIO  • 97

NOTES

98 •  AB INTERMEDIATE BOND PORTFOLIO

NOTES

AB INTERMEDIATE BOND PORTFOLIO  • 99

NOTES

100 •  AB INTERMEDIATE BOND PORTFOLIO

AB INTERMEDIATE BOND PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

IB-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB MUNICIPAL BOND INFLATION STRATEGY

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 15, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Municipal Bond Inflation Strategy (the “Strategy”) for the semi-annual reporting period ended April 30, 2015. Effective January 20, 2015, the Strategy’s name changed from AllianceBernstein Municipal Bond Inflation Strategy to AB Municipal Bond Inflation Strategy.

Investment Objectives and Policies

The Strategy seeks to maximize real after-tax return for investors subject to federal income taxes, without undue risk to principal. Real return is the rate of return after adjusting for inflation. The Strategy pursues its objective by investing principally in high-quality, predominantly investment grade, municipal securities, that pay interest exempt from federal taxation. As a fundamental policy, the Strategy will invest at least 80% of its net assets in municipal securities. These securities may be subject to the federal Alternative Minimum Tax (“AMT”) for some taxpayers.

The Strategy will invest at least 80% of its total assets in fixed-income securities rated A or better or the equivalent by one or more national rating agencies or deemed to be of comparable credit quality by AllianceBernstein L.P. (the “Adviser”). In deciding whether to take direct or indirect exposure, the Strategy may invest up to 20% of its total assets in fixed-income securities rated BB or B or the equivalent by one or more national rating agencies (or deemed to be of comparable credit quality by the Adviser), which are not investment grade (“junk bonds”). If the rating of a

fixed-income security falls below investment grade, the Strategy will not be obligated to sell the security and may continue to hold it if, in the Adviser’s opinion, the investment is appropriate under the circumstances. The Strategy may invest in fixed-income securities with any maturity and duration.

To provide inflation protection, the Strategy will typically enter into inflation swap agreements. The Strategy may use other inflation-protected instruments. Payments to the Strategy pursuant to swap agreements will result in taxable income, either ordinary income or capital gains, rather than income exempt from federal income taxation. It is expected that the Strategy’s primary use of derivatives will be for the purpose of inflation protection.

The Strategy may also invest in forward commitments; zero coupon municipal securities and variable, floating and inverse floating rate municipal securities; certain types of mortgage related securities; and derivatives, such as options, futures, forwards and swaps.

The Strategy may also utilize leverage for investment purposes through the use of Tender Option Bonds (“TOB”) transactions. The Adviser will consider the impact of TOB’s, swap agreements and other derivatives in making its assessments of the Strategy’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.

AB MUNICIPAL BOND INFLATION STRATEGY  • 1

Investment Results

The table on page 6 shows the Strategy’s performance compared to its benchmark, the Barclays 1-10 Year Treasury Inflation-Protected Securities (“TIPS”) Index and to the Lipper Intermediate Municipal Debt Funds Average (the “Lipper Average”) for the six- and 12-month periods ended April 30, 2015. Funds in the Lipper Average have generally similar investment objectives to the Strategy, although some may have different investment policies and sales management fees and fund expenses.

All share classes of the Fund underperformed the benchmark and the Lipper Average for both periods .

In order to pursue the investment objective of after-tax returns net of inflation, the Strategy invests in municipal bonds and uses derivatives for inflation protection. For both periods, negative performance relative to the benchmark was driven by the Strategy’s investment in municipal bonds, which underperformed U.S. Treasuries. Furthermore, Consumer Price Index (“CPI”) swaps used to hedge inflation underperformed TIPS, which detracted from performance for both periods. The Strategy’s overweight in AA, A and A+-rated bonds added to performance over both periods.

Relative to the Lipper Average, the Strategy’s underperformance over both periods was driven primarily by the fact that nominal bond strategies outperformed strategies hedged with CPI swaps.

Market Review and Investment Strategy

Bond markets experienced substantial volatility during the 12-month period ended April 30, 2015. Oil prices plunged, prompting concerns about global economic growth and deflation in many oil-producing regions. So far in 2015, more than 20 central banks worldwide have eased monetary policy and several have engaged in some form of quantitative easing. In response, 10-year Treasury yields fell 29 basis points (“bps”) during the six-month period and 50 bps over the 12-month period. High-grade municipal yields rose slightly, by 5 bps for the six-month period and declined by 32 bps for the 12-month period. While long-maturity bond yields have fallen, the market has also started to anticipate an increase in the U.S. Federal Funds target rate; consequently, short-maturity municipal yields rose over both periods. Investor demand for municipals has remained positive, but new supply also increased as municipal issuers sold bonds to lower their interest costs by refinancing existing bonds.

Mid-grade and high-yield municipal bonds outperformed comparable high-grade credits as investors seemed to view lower oil prices and easy monetary policy globally to be ultimately beneficial to the health of the U.S. economy.

The Strategy may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of

2 •  AB MUNICIPAL BOND INFLATION STRATEGY

the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most fund insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. The ratings of most insurance

companies have been downgraded and it is possible that an insurance company may become insolvent. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2015, the Strategy’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 7.82% and 0.14%, respectively.

AB MUNICIPAL BOND INFLATION STRATEGY  • 3

DISCLOSURES AND RISKS

Benchmark Disclosure

The Barclays 1-10 Year TIPS Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays 1-10 Year TIPS Index represents the performance of inflation-protected securities issued by the U.S. Treasury. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Strategy.

A Word About Risk

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

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings (commonly referred to as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Strategy’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Strategy invests more of its assets in a particular state’s municipal securities, the Strategy may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Strategy’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Tax Risk: There is no guarantee that all of the Strategy’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Strategy by increasing taxes on that income. In such event, the Strategy’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Portfolios shares as investors anticipate adverse effects on the Strategy or seek higher yields to offset the potential loss of the tax deduction. As a result, the Strategy would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Strategy’s yield.

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

4 •  AB MUNICIPAL BOND INFLATION STRATEGY

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

Derivatives Risk: The Strategy’s investments in derivatives, such as swaps, futures, options and forwards, may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and may be subject to counterparty risk to a greater degree than more traditional investments. The use of inflation protection derivatives to help meet the Strategy’s investment objective may not be successful.

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

Liquidity Risk: Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Strategy from selling out of these illiquid securities at an advantageous price. The Strategy is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Management Risk: The Strategy is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Strategy will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abglobal.com. For Class 1 shares click on “Private Clients”, then “Investments”, then “Stocks” or “Bonds”, then “Mutual Fund Performance at a Glance”.

All fees and expenses related to the operation of the Strategy have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Strategy’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 3.00% maximum front-end sales charge for Class A shares; and a 1% 1 year contingent deferred sales charge for Class C shares. Class 1 and 2 shares do not carry sales charges. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB MUNICIPAL BOND INFLATION STRATEGY  • 5

Disclosures and Risks

HISTORICAL PERFORMANCE

THE STRATEGY VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months		12 Months
AB Municipal Bond Inflation Strategy
Class 1*		-1.40%		-0.69%
Class 2*		-1.35%		-0.59%
Class A		-1.51%		-0.83%
Class C		-1.88%		-1.54%
Advisor Class Shares†		-1.28%		-0.53%
Barclays 1-10 Year TIPS Index		0.60%		0.97%
Lipper Intermediate Municipal Debt Funds Average		0.41%		2.80%
*    Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements. †     Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

6 •  AB MUNICIPAL BOND INFLATION STRATEGY

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)			SEC Yields*
Class 1 Shares†								0.99	%
1 Year		-0.69	%		-0.69	%
5 Years		1.96	%		1.96	%
Since Inception‡		2.05	%		2.05	%
Class 2 Shares†								1.09	%
1 Year		-0.59	%		-0.59	%
5 Years		2.07	%		2.07	%
Since Inception‡		2.16	%		2.16	%
Class A Shares								0.77	%
1 Year		-0.83	%		-3.77	%
5 Years		1.79	%		1.17	%
Since Inception‡		1.87	%		1.28	%
Class C Shares								0.05	%
1 Year		-1.54	%		-2.52	%
5 Years		1.07	%		1.07	%
Since Inception‡		1.16	%		1.16	%
Advisor Class Shares^								1.05	%
1 Year		-0.53	%		-0.53	%
5 Years		2.08	%		2.08	%
Since Inception‡		2.18	%		2.18	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 0.66%, 0.56%, 0.85%, 1.60%, 0.60% for Class 1, Class 2, Class A, Class C, and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Strategy’s annual operating expense ratios, exclusive of interest expense, to 0.60%, 0.50%, 0.75%, 1.50%, 0.50% for Class 1, Class 2, Class A, Class C, and Advisor Class shares, respectively. These waivers/ reimbursements may not be terminated prior to January 29, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights sections since they are based on different time periods.

* SEC yields are calculated based on SEC guidelines for the 30-day period ended April 30, 2015.

^†  Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements.

^‡  Inception date: 1/26/2010.

^ Advisor Class shares are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. The inception date for this share class is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

AB MUNICIPAL BOND INFLATION STRATEGY  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class 1 Shares*
1 Year		0.07	%
5 Years		2.18	%
Since Inception†		2.04	%
Class 2 Shares*
1 Year		0.27	%
5 Years		2.29	%
Since Inception†		2.15	%
Class A Shares
1 Year		-3.06	%
5 Years		1.36	%
Since Inception†		1.26	%
Class C Shares
1 Year		-1.77	%
5 Years		1.27	%
Since Inception†		1.15	%
Advisor Class Shares‡
1 Year		0.23	%
5 Years		2.28	%
Since Inception†		2.15	%

* Class 1 shares are only available to Bernstein Global Wealth Management private client accounts. Class 2 shares are only available to large Bernstein Global Wealth Management private client accounts and the Adviser’s institutional clients or through other limited arrangements.

^†  Inception date: 1/26/2010.

^‡  Advisor Class shares are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategy. The inception date for this share class is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

8 •  AB MUNICIPAL BOND INFLATION STRATEGY

Historical Performance

FUND EXPENSES

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	984.90	$	3.84		0.78	%
Hypothetical**	$	1,000	$	1,020.93	$	3.91		0.78	%
Class C
Actual	$	1,000	$	981.20	$	7.37		1.50	%
Hypothetical**	$	1,000	$	1,017.36	$	7.50		1.50	%
Advisor Class
Actual	$	1,000	$	987.20	$	2.46		0.50	%
Hypothetical**	$	1,000	$	1,022.32	$	2.51		0.50	%
Class 1
Actual	$	1,000	$	986.00	$	2.95		0.60	%
Hypothetical**	$	1,000	$	1,021.82	$	3.01		0.60	%
Class 2
Actual	$	1,000	$	986.50	$	2.46		0.50	%
Hypothetical**	$	1,000	$	1,022.32	$	2.51		0.50	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB MUNICIPAL BOND INFLATION STRATEGY  • 9

Fund Expenses

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $833.9

* All data are as of April 30, 2015. The Strategy’s quality rating breakdown is expressed as a percentage of the Strategy’s total investments in municipal securities and may vary over time. The Strategy also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Services, Inc.(“Moody’s”) and Fitch Ratings, Ltd.(“Fitch”). The Strategy considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non credit worthy investments; such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

10 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio Summary

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 97.6%
Long-Term Municipal Bonds – 97.6%
Alabama – 0.7%
Alabama Public School & College Authority Series 2009A 5.00%, 5/01/16	$	3,785	$	3,962,857
County of Jefferson AL Sewer Revenue Series 2013D 5.00%, 10/01/18		1,825		1,997,408
				5,960,265
Alaska – 0.4%
Alaska Industrial Development & Export Authority Series 2010A 5.00%, 4/01/17		400		433,056
City of Valdez AK (BP Pipelines Alaska, Inc.) Series 2011B 5.00%, 1/01/16		3,140		3,232,567
				3,665,623
Arizona – 2.7%
Arizona State University COP Series 2013A 5.00%, 9/01/19-9/01/22		8,345		9,837,634
City of Phoenix Civic Improvement Corp. Series 2011 5.00%, 7/01/26		3,330		3,929,067
County of Pima AZ Sewer System Revenue AGM Series 2010 5.00%, 7/01/21		1,765		2,056,049
Maricopa County Community College District Series 2012 4.00%, 7/01/16		2,850		2,970,185
Salt River Project Agricultural Improvement & Power District Series 2011A 5.00%, 12/01/24		3,140		3,738,704
				22,531,639
Arkansas – 0.2%
City of Fort Smith AR Sales & Use Tax Revenue Series 2012 2.375%, 5/01/27		250		250,572
City of Springdale AR Sales & Use Tax Revenue Series 2013 2.60%, 7/01/27		1,110		1,111,310
				1,361,882

AB MUNICIPAL BOND INFLATION STRATEGY  • 11

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
California – 2.8%
San Francisco City & County Airports Comm- San Francisco International Airport (San Francisco Intl Airport) Series 2010C 5.00%, 5/01/19	$	450	$	517,545
NATL Series 2006-32F 5.25%, 5/01/18		290		327,485
State of California Series 2006 5.00%, 10/01/16		275		292,793
Series 2011 5.00%, 10/01/20		5,000		5,911,000
Series 2012 5.00%, 9/01/20		9,305		10,980,458
Series 2014 5.00%, 8/01/22-5/01/25		4,250		5,134,779
				23,164,060
Colorado – 3.6%
City & County of Denver Co. Airport System Revenue (Denver Intl Airport) Series 2010A 5.00%, 11/15/23		375		435,937
Series 2012A 5.00%, 11/15/24(a)		10,395		11,824,001
5.00%, 11/15/25		3,000		3,395,100
Denver City & County School District No 1 Series 2014B 5.00%, 12/01/23		4,730		5,792,594
Denver Urban Renewal Authority (Stapleton Development Corp.) Series 2010B-1 5.00%, 12/01/19		200		205,358
Series 2013A 5.00%, 12/01/19-12/01/22		5,655		6,488,581
Plaza Metropolitan District No 1 Series 2013 5.00%, 12/01/20		1,310		1,438,563
Regional Transportation District (Denver Transit Partners LLC) Series 2010 5.25%, 7/15/24		440		484,603
				30,064,737
Connecticut – 0.8%
State of Connecticut AMBAC Series 2005B 2.308%, 6/01/16(b)		1,750		1,757,963
State of Connecticut (State of Connecticut SRF) Series 2013A 5.00%, 3/01/24		4,360		5,278,085
				7,036,048

12 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Florida – 8.9%
Citizens Property Insurance Corp. Series 2010A-1 5.00%, 6/01/16	$	315	$	330,139
Series 2011A-1 5.00%, 6/01/15		1,720		1,726,846
Series 2012A 5.00%, 6/01/22		7,315		8,654,815
Series 2012A-1 5.00%, 6/01/16		3,165		3,317,110
City of Jacksonville FL (City of Jacksonville FL Sales Tax) Series 2011 5.00%, 10/01/20		1,720		1,998,416
City of Jacksonville FL (City of Jacksonville FL Transit Sales Tax) Series 2012A 5.00%, 10/01/23-10/01/26		10,190		12,105,682
City of Tampa FL Water & Wastewater System Revenue Series 2011 5.00%, 10/01/26		1,565		1,854,196
County of Miami-Dade FL Aviation Revenue (Miami-Dade Intl Airport) Series 2012A 4.00%, 10/01/15		3,030		3,074,783
County of Miami-Dade FL Spl Tax Series 2012A 5.00%, 10/01/23		1,500		1,777,665
Florida Department of Environmental Protection Series 2011B 5.00%, 7/01/20		3,775		4,397,497
Series 2013A 4.00%, 7/01/16		1,765		1,837,330
5.00%, 7/01/18-7/01/19		3,905		4,417,382
Florida Municipal Power Agency Series 2011B 5.00%, 10/01/23		2,890		3,367,197
Florida Ports Financing Commission Series 2011B 5.00%, 6/01/15		1,900		1,907,410
Florida State Board of Education (State of Florida) Series 2013A 5.00%, 6/01/17(a)		16,440		17,891,652
Series 2015B 5.00%, 6/01/21		1,725		2,055,372
Florida State Hurricane Catastrophe Fund Finance Corp. Series 2010A 5.00%, 7/01/15 (Pre-refunded/ETM)		700		705,376

AB MUNICIPAL BOND INFLATION STRATEGY  • 13

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Martin County Industrial Development Authority (Indiantown Cogeneration LP) Series 2013 4.20%, 12/15/25	$	1,900	$	1,937,601
State of Florida Lottery Revenue Series 2010C 5.00%, 7/01/16		550		579,266
				73,935,735
Georgia – 0.9%
Cherokee County Board of Education Series 2014B 5.00%, 8/01/20		1,000		1,175,130
City of Atlanta Department of Aviation (Hartsfield Jackson Atlanta Intl Airport) Series 2010B 5.00%, 1/01/18		2,500		2,759,300
Municipal Electric Authority of Georgia Series 2011A 5.00%, 1/01/21		3,045		3,568,435
				7,502,865
Idaho – 0.3%
Idaho Health Facilities Authority (The Terraces at Boise) Series 2014 5.25%, 10/01/20		2,390		2,404,244
Illinois – 3.3%
Chicago O’Hare International Airport Series 2011B 5.00%, 1/01/17		1,930		2,063,035
Chicago O’Hare International Airport (Chicago O’Hare International Airport Customer Facility Charge) Series 2013 5.25%, 1/01/23		2,500		2,889,500
5.50%, 1/01/25		2,250		2,647,260
Chicago Transit Authority (City of Chicago IL Fed Hwy Grant) AMBAC Series 2004A 5.25%, 6/01/15		2,425		2,434,821
AMBAC Series 2006 5.00%, 6/01/15		1,250		1,254,800
Springfield Metropolitan Sanitation District Series 2011A 5.00%, 1/01/21		2,170		2,456,831
State of Illinois Series 2006A 5.00%, 6/01/19		1,040		1,148,971
Series 2010 5.00%, 1/01/18		500		539,670

14 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Series 2012 5.00%, 8/01/15	$	6,050	$	6,115,038
Series 2013A 5.00%, 4/01/20		4,030		4,455,044
State of Illinois (State of Illinois Sales Tax) Series 2010 5.00%, 6/15/17		1,450		1,574,352
				27,579,322
Indiana – 0.7%
Indiana Municipal Power Agency Series 2011A 5.00%, 1/01/20-1/01/23		4,965		5,780,172
Kentucky – 1.0%
Kentucky Municipal Power Agency NATL Series 2015A 5.00%, 9/01/22-9/01/23		4,875		5,688,964
Kentucky Turnpike Authority (Kentucky Turnpike Authority State Lease) Series 2012A 5.00%, 7/01/25		2,275		2,704,497
				8,393,461
Louisiana – 1.3%
State of Louisiana Gasoline & Fuels Tax Revenue Series 2012A 5.00%, 5/01/27		9,085		10,641,079
Maryland – 5.3%
State of Maryland Series 2014B 5.00%, 8/01/20		10,165		12,029,668
5.00%, 8/01/21(a)		26,600		32,018,952
				44,048,620
Massachusetts – 4.7%
Commonwealth of Massachusetts AGM Series 2006C 0.855%, 11/01/19(b)		9,575		9,813,992
NATL Series 2000E 0.105%, 12/01/30(c)		4,525		4,252,663
Commonwealth of Massachusetts (Commonwealth of Massachusetts Fuel Tax) AGM Series 2005A 3.86%, 6/01/20(b)		3,000		3,237,360
Massachusetts Bay Transportation Authority Series 2004B 5.25%, 7/01/21		3,330		4,035,394

AB MUNICIPAL BOND INFLATION STRATEGY  • 15

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Massachusetts Clean Water Trust (The) (Massachusetts Water Pollution Abatement Trust (The) SRF) Series 2006 2.31%, 8/01/22(b)	$	3,240	$	3,407,962
Massachusetts Health & Educational Facilities Authority (Massachusetts Institute of Technology) Series 2009O 5.00%, 7/01/16(a)		3,730		3,931,159
Massachusetts Municipal Wholesale Electric Co. Series 2012A 5.00%, 7/01/15		1,430		1,441,254
Massachusetts School Building Authority Series 2012A 5.00%, 8/15/23		2,475		2,975,494
Metropolitan Boston Transit Parking Corp. Series 2011 5.00%, 7/01/22-7/01/25		5,025		5,870,437
				38,965,715
Michigan – 2.8%
City of Detroit MI Sewage Disposal System Revenue Series 2012A 5.00%, 7/01/21		3,750		4,199,850
Michigan Finance Authority (City of Detroit MI Water Supply System Revenue) AGM Series 2014D2 5.00%, 7/01/24		10,545		12,314,029
Michigan Finance Authority (State of Michigan Unemployment) Series 2012B 5.00%, 7/01/23(a)		6,665		6,741,048
				23,254,927
Minnesota – 0.2%
Minnesota Higher Education Facilities Authority (Gustavus Adolphus College) Series 2010B 5.00%, 10/01/21		1,295		1,488,706
Mississippi – 0.3%
Mississippi Development Bank (State of Mississippi DOT Lease) Series 2013 5.00%, 1/01/19		1,500		1,696,335
Series 2013A 5.00%, 1/01/19		1,000		1,130,890
				2,827,225

16 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Missouri – 0.2%
Springfield Public Utilities Board Series 2012 5.00%, 12/01/17	$	1,390	$	1,528,972
Nevada – 3.6%
City of Reno NV Series 2013A 5.00%, 6/01/19		1,000		1,128,030
Series 2013B 5.00%, 6/01/19		2,210		2,503,201
Clark County School District NATL Series 2005A 5.00%, 6/15/18		450		456,943
County of Clark Department of Aviation (McCarran Intl Airport) Series 2010D 5.00%, 7/01/21-7/01/22		775		885,019
Series 2013C-1 2.50%, 7/01/15		24,705		24,789,491
				29,762,684
New Jersey – 3.3%
Morris-Union Jointure Commission COP AGM Series 2013 5.00%, 8/01/17		2,340		2,487,046
New Jersey Economic Development Authority Series 2010DD-1 5.00%, 12/15/17		480		518,102
Series 2014P 5.00%, 6/15/26		5,055		5,530,524
New Jersey State Turnpike Authority Series 2013A 5.00%, 1/01/23		1,800		2,153,268
Series 2014A 5.00%, 1/01/28		4,785		5,529,450
New Jersey Transportation Trust Fund Authority Series 2013A 5.00%, 6/15/20		10,000		11,075,800
				27,294,190
New Mexico – 0.6%
City of Albuquerque NM Series 2013A 4.00%, 7/01/16		4,925		5,132,096
New York – 16.5%
City of New York NY Series 2011A 5.00%, 8/01/23		4,250		5,018,825
Series 2014J 5.00%, 8/01/21		6,100		7,227,097

AB MUNICIPAL BOND INFLATION STRATEGY  • 17

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
AGM Series 2005K 1.66%, 8/01/16(b)	$	1,700	$	1,730,940
Long Island Power Authority NATL Series 2006D 1.521%, 9/01/15(b)		3,900		3,917,979
Metropolitan Transportation Authority Series 2012C 5.00%, 11/15/24-11/15/25		9,065		10,678,910
Series 2012F 5.00%, 11/15/26		3,635		4,238,737
Series 2013A 5.00%, 11/15/26		2,300		2,668,690
Series 2013E 5.00%, 11/15/25		8,510		10,048,778
New York City Transitional Finance Authority Future Tax Secured Revenue Series 200213-CONV 5.00%, 11/01/16		6,650		7,101,602
Series 2012B 5.00%, 11/01/26		6,830		8,097,170
New York City Water & Sewer System Series 2011HH 5.00%, 6/15/26		3,875		4,562,464
New York State Dormitory Authority (State of New York Pers Income Tax) Series 2011C 5.00%, 3/15/25		3,000		3,518,910
Series 2012A 5.00%, 12/15/22(a)		14,610		17,735,809
Series 2012B 5.00%, 3/15/20		7,900		9,231,861
Series 2014A 5.00%, 2/15/28		6,565		7,715,319
New York State Environmental Facilities Corp. (New York City Municipal Water Finance Authority) Series 2011 5.00%, 6/15/25		3,000		3,549,330
New York State Thruway Authority (New York State Thruway Authority Ded Tax) Series 2012A 5.00%, 4/01/21		17,025		20,242,555
Triborough Bridge & Tunnel Authority Series 2012B 5.00%, 11/15/19		4,360		5,056,684
Series 2013B 5.00%, 11/15/20		4,100		4,844,191
				137,185,851

18 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
North Carolina – 1.4%
North Carolina Eastern Municipal Power Agency Series 2012B 5.00%, 1/01/21	$	6,700	$	7,785,199
State of North Carolina Series 2013E 5.00%, 5/01/16		2,330		2,439,720
State of North Carolina (State of North Carolina Lease) Series 2013A 5.00%, 5/01/16		1,600		1,675,184
				11,900,103
Ohio – 0.1%
City of Cleveland OH COP Series 2010A 5.00%, 11/15/17		700		759,087
Oregon – 1.8%
Deschutes County Administrative School District No 1 Bend-La Pine Series 2013 5.00%, 6/15/20		5,180		6,093,855
Tri-County Metropolitan Transportation District Series 2011A 5.00%, 10/01/25		4,605		5,329,643
Washington & Multnomah Counties School District No 48J Beaverton Series 2014 5.00%, 6/15/21		3,195		3,808,568
				15,232,066
Pennsylvania – 7.4%
Allegheny County Sanitary Authority AGM Series 2011 5.00%, 6/01/19		2,250		2,568,555
City of Philadelphia PA Water & Wastewater Revenue AGM Series 2010A 5.00%, 6/15/18		550		616,138
Commonwealth of Pennsylvania Series 2013 5.00%, 4/01/16		15,650		16,326,393
Series 2014 5.00%, 7/01/17		5,000		5,443,350
Montgomery County Industrial Development Authority/PA (New Regional Medical Center, Inc.) Series 2010 5.00%, 8/01/19		475		536,133

AB MUNICIPAL BOND INFLATION STRATEGY  • 19

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Pennsylvania Economic Development Financing Authority (Commonwealth of Pennsylvania Unemployment) Series 2012A 5.00%, 7/01/18-1/01/19	$	13,085	$	14,745,865
Series 2012B 5.00%, 7/01/21		7,550		8,314,211
Pennsylvania Industrial Development Authority 5.00%, 7/01/16		5,000		5,263,331
School District of Philadelphia (The) Series 2011E 5.25%, 9/01/22		1,800		2,046,132
State Public School Building Authority (School District of Philadelphia (The)) Series 2012 5.00%, 4/01/23-4/01/26		5,150		5,786,861
				61,646,969
Puerto Rico – 0.4%
Puerto Rico Electric Power Authority NATL Series 2002 5.00%, 7/01/19		3,400		3,584,314
South Carolina – 0.9%
Horry County School District/SC Series 2012B 5.00%, 3/01/16		1,470		1,526,683
Renewable Water Resources Series 2012 5.00%, 1/01/24		2,570		2,999,319
South Carolina State Public Service Authority Series 2012C 5.00%, 12/01/15		3,200		3,288,160
				7,814,162
Tennessee – 0.3%
Metropolitan Government of Nashville & Davidson County TN Series 2012 5.00%, 7/01/23		2,385		2,868,583
Texas – 8.4%
Birdville Independent School District Series 2015B 5.00%, 2/15/22		3,825		4,591,798
City of Corpus Christi TX Utility System Revenue Series 2012 5.00%, 7/15/21		5,675		6,683,788
City of Garland TX Series 2010 5.00%, 2/15/26		500		575,395

20 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
City of Houston TX Airport System Revenue Series 2011A 5.00%, 7/01/19	$	2,105	$	2,386,144
City of Houston TX Combined Utility System Revenue Series 2011D 5.00%, 11/15/27		2,735		3,227,437
City of Lubbock TX Series 2013 5.00%, 2/15/19		1,740		1,981,390
City Public Service Board of San Antonio TX Series 2012 5.00%, 2/01/21		7,110		8,421,724
Conroe Independent School District Series 2011 5.00%, 2/15/24-2/15/26		6,240		7,230,635
Denton Independent School District Series 2012A 2.125%, 8/01/42		2,135		2,144,138
Harris County-Houston Sports Authority Series 2014A 5.00%, 11/15/21		4,220		4,971,329
North Texas Tollway Authority (North Texas Tollway Authority Special Projects System) Series 2011D 5.25%, 9/01/26		3,625		4,330,824
Rockwall Independent School District Series 2013 5.00%, 2/15/19(a)		3,280		3,740,249
San Antonio Independent School District/TX Series 2011 5.00%, 8/15/26		1,710		2,001,777
Spring Branch Independent School District Series 2014B 5.00%, 2/01/21		3,485		4,127,947
Texas Public Finance Authority (State of Texas Unemployment) Series 2014A 5.00%, 1/01/17		11,605		12,460,869
University of Texas System (The) Series 2010A 5.00%, 8/15/22		1,070		1,243,094
				70,118,538
Virginia – 1.8%
Fairfax County Economic Development Authority (Fairfax County EDA Transportation Impt Dist) Series 2011 5.00%, 4/01/25-4/01/26		6,000		6,906,640

AB MUNICIPAL BOND INFLATION STRATEGY  • 21

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Virginia College Building Authority (Virginia College Building Authority State Lease) Series 2011A 5.00%, 2/01/21	$	5,240	$	6,194,152
Virginia Commonwealth Transportation Board Series 2012 5.00%, 5/15/15		1,655		1,658,078
				14,758,870
Washington – 7.6%
Central Puget Sound Regional Transit Authority Series 2012P 5.00%, 2/01/23-2/01/25		7,815		9,311,779
Chelan County Public Utility District No 1 Series 2011B 5.50%, 7/01/25		3,305		3,929,579
City of Seattle WA Municipal Light & Power Revenue Series 2010B 5.00%, 2/01/20		4,080		4,744,999
City of Tacoma WA Electric System Revenue Series 2013A 5.00%, 1/01/19-1/01/20		4,000		4,592,355
Energy Northwest (Bonneville Power Administration) Series 2011A 5.00%, 7/01/18		680		764,048
Series 2012A 5.00%, 7/01/19		4,200		4,824,750
King County School District No 414 Lake Washington AGM Series 2007 5.00%, 12/01/16		3,735		3,994,807
Port of Seattle WA Series 2013 5.00%, 7/01/24		4,820		5,599,683
State of Washington Series 20092010B 5.00%, 1/01/22		710		825,496
Series 20102010E 5.00%, 2/01/19		3,295		3,746,217
Series 2013D 5.00%, 2/01/23		3,385		4,090,739
Series 2015R 5.00%, 7/01/26		13,325		16,102,996
AMBAC Series 2005R 5.00%, 7/01/15 (Pre-refunded/ETM)		1,125		1,133,550
				63,660,998

22 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Wisconsin – 2.4%
State of Wisconsin Clean Water Fund Leveraged Loan Portfolio (State of Wisconsin SRF) Series 20131 5.00%, 6/01/24	$	4,490	$	5,418,801
Wisconsin Department of Transportation Series 20131 5.00%, 7/01/23-7/01/24		12,000		14,514,545
				19,933,346
Total Municipal Obligations (cost $792,700,520)				813,787,154
CORPORATES – INVESTMENT GRADE – 3.4%
Financial Institutions – 3.4%
Banking – 3.4%
Bank of America Corp. 6.50%, 8/01/16		2,585		2,748,341
Capital One Bank USA NA 1.20%, 2/13/17		8,300		8,274,179
JPMorgan Chase & Co. 1.35%, 2/15/17		8,885		8,911,761
Morgan Stanley 1.75%, 2/25/16		3,362		3,386,237
5.375%, 10/15/15		1,000		1,020,749
Series G 5.45%, 1/09/17		4,030		4,297,680
Total Corporates – Investment Grade (cost $28,641,021)				28,638,947
AGENCIES – 0.7%
Federal Home Loan Bank Series 656 5.375%, 5/18/16(a) (cost $5,486,173)		5,315		5,594,176
	Shares
SHORT-TERM INVESTMENTS – 2.1%
Investment Companies – 1.6%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(d)(e) (cost $13,001,118)		13,001,118		13,001,118

AB MUNICIPAL BOND INFLATION STRATEGY  • 23

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
U.S. Treasury Bills – 0.5%
U.S. Treasury Bill Zero Coupon, 7/23/15(a) (cost $4,499,917)	$	4,500	$	4,499,917
Total Short-Term Investments (cost $17,501,035)				17,501,035
Total Investments – 103.8% (cost $844,328,749)				865,521,312
Other assets less liabilities – (3.8)%				(31,628,525	)
Net Assets – 100.0%			$	833,892,787

INFLATION (CPI) SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	5,500		6/01/15		2.038	%	CPI#	$	(116,368	)
Barclays Bank PLC		6,000		2/26/17		2.370	%	CPI#		(347,052	)
Barclays Bank PLC		3,000		7/19/17		2.038	%	CPI#		(71,165	)
Barclays Bank PLC		37,000		8/07/17		2.124	%	CPI#		(1,109,081	)
Barclays Bank PLC		5,500		6/02/19		2.580	%	CPI#		(465,809	)
Barclays Bank PLC		4,000		6/15/20		2.480	%	CPI#		(314,445	)
Barclays Bank PLC		35,000		7/02/20		2.256	%	CPI#		(1,591,957	)
Barclays Bank PLC		1,500		8/04/20		2.308	%	CPI#		(82,213	)
Barclays Bank PLC		2,000		11/10/20		2.500	%	CPI#		(146,301	)
Barclays Bank PLC		6,000		5/04/21		2.845	%	CPI#		(734,404	)
Barclays Bank PLC		3,000		5/12/21		2.815	%	CPI#		(359,129	)
Barclays Bank PLC		14,000		4/03/22		2.663	%	CPI#		(1,477,235	)
Barclays Bank PLC		16,700		10/05/22		2.765	%	CPI#		(1,783,875	)
Barclays Bank PLC		25,000		8/07/24		2.573	%	CPI#		(1,824,762	)
Barclays Bank PLC		19,000		5/04/25		2.125	%	CPI#		– 0	–
Barclays Bank PLC		5,400		3/06/27		2.695	%	CPI#		(662,981	)
Citibank		10,000		5/04/16		2.710	%	CPI#		(640,082	)
Citibank		14,000		5/30/17		2.125	%	CPI#		(611,093	)
Citibank		11,500		6/21/17		2.153	%	CPI#		(513,883	)
Citibank		22,000		7/02/18		2.084	%	CPI#		(693,901	)
Citibank		9,000		6/29/22		2.398	%	CPI#		(679,544	)
Citibank		5,400		7/19/22		2.400	%	CPI#		(395,172	)
Citibank		4,000		8/10/22		2.550	%	CPI#		(348,018	)
Citibank		15,500		12/07/22		2.748	%	CPI#		(1,702,211	)
Citibank		47,000		5/24/23		2.533	%	CPI#		(3,841,850	)
Citibank		30,000		10/29/23		2.524	%	CPI#		(2,176,480	)
Citibank		15,800		2/08/28		2.940	%	CPI#		(2,465,552	)
Deutsche Bank AG		11,000		6/20/21		2.655	%	CPI#		(1,153,690	)
Deutsche Bank AG		9,800		9/07/21		2.400	%	CPI#		(747,078	)
JPMorgan Chase Bank		1,000		7/29/20		2.305	%	CPI#		(54,978	)

24 •  AB MUNICIPAL BOND INFLATION STRATEGY

Portfolio of Investments

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank	$	19,000		8/17/22		2.523	%	CPI#	$	(1,582,078	)
JPMorgan Chase Bank		1,400		6/30/26		2.890	%	CPI#		(226,828	)
JPMorgan Chase Bank		3,300		7/21/26		2.935	%	CPI#		(564,907	)
JPMorgan Chase Bank		2,400		10/03/26		2.485	%	CPI#		(217,618	)
JPMorgan Chase Bank		5,400		11/14/26		2.488	%	CPI#		(492,460	)
JPMorgan Chase Bank		4,850		12/23/26		2.484	%	CPI#		(427,911	)
JPMorgan Chase Bank		21,350		2/20/28		2.899	%	CPI#		(3,168,098	)
JPMorgan Chase Bank		12,000		3/26/28		2.880	%	CPI#		(1,744,819	)
Morgan Stanley Capital Services LLC		6,000		4/05/16		2.535	%	CPI#		(318,846	)
Morgan Stanley Capital Services LLC		6,000		4/16/16		2.110	%	CPI#		(200,345	)
Morgan Stanley Capital Services LLC		50,000		4/16/18		2.395	%	CPI#		(2,748,147	)
Morgan Stanley Capital Services LLC		2,000		10/14/20		2.370	%	CPI#		(118,287	)
Morgan Stanley Capital Services LLC		13,000		5/23/21		2.680	%	CPI#		(1,363,752	)
Morgan Stanley Capital Services LLC		10,000		4/16/23		2.690	%	CPI#		(1,004,823	)
Morgan Stanley Capital Services LLC		5,000		8/15/26		2.885	%	CPI#		(806,846	)
									$	(42,096,074	)

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

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

(b) Variable rate coupon, rate shown as of April 30, 2015.

(c) An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of April 30, 2015 and the aggregate market value of this security amounted to $4,252,663 or 0.51% of net assets.

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

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

As of April 30, 2015, the Strategy’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 7.8% and 1.8%, respectively.

Glossary:

AGM – Assured Guaranty Municipal

AMBAC – Ambac Assurance Corporation

COP – Certificate of Participation

CPI – Consumer Price Index

DOT – Department of Transportation

EDA – Economic Development Agency

ETM – Escrowed to Maturity

NATL – National Interstate Corporation

SRF – State Revolving Fund

See notes to financial statements.

AB MUNICIPAL BOND INFLATION STRATEGY  • 25

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $831,327,631)	$	852,520,194
Affiliated issuers (cost $13,001,118)		13,001,118
Interest receivable		10,405,073
Receivable for capital stock sold		782,980
Receivable for investment securities sold		120,000
Total assets		876,829,365
Liabilities
Unrealized depreciation on inflation swaps		42,096,074
Payable for capital stock redeemed		396,770
Advisory fee payable		292,417
Distribution fee payable		58,186
Administrative fee payable		19,168
Transfer Agent fee payable		10,282
Dividends payable		86
Accrued expenses		63,595
Total liabilities		42,936,578
Net Assets	$	833,892,787
Composition of Net Assets
Capital stock, at par	$	81,487
Additional paid-in capital		857,995,813
Undistributed net investment income		998,376
Accumulated net realized loss on investment transactions		(4,279,378	)
Net unrealized depreciation on investments		(20,903,511	)
	$	833,892,787

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	50,821,373		4,958,221	$	10.25	*
C	$	17,101,979		1,671,819	$	10.23
Advisor	$	181,183,000		17,667,456	$	10.26
1	$	403,076,975		39,426,773	$	10.22
2	$	181,709,460		17,762,488	$	10.23

* The maximum offering price per share for Class A shares was $10.57 which reflects a sales charge of 3.0%.

See notes to financial statements.

26 •  AB MUNICIPAL BOND INFLATION STRATEGY

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Interest	$	9,270,894
Dividends—Affiliated issuers		5,985		$	9,276,879
Expenses
Advisory fee (see Note B)		2,087,760
Distribution fee—Class A		74,603
Distribution fee—Class C		93,530
Distribution fee—Class 1		201,195
Transfer agency—Class A		10,288
Transfer agency—Class C		3,643
Transfer agency—Advisor Class		33,320
Transfer agency—Class 1		639
Transfer agency—Class 2		293
Custodian		95,072
Registration fees		40,323
Audit and tax		37,913
Administrative		28,067
Printing		21,062
Legal		19,979
Directors’ fees		5,914
Miscellaneous		15,763
Total expenses		2,769,364
Less: expenses waived and reimbursed by the Adviser (see Note B)		(310,823	)
Net expenses					2,458,541
Net investment income					6,818,338
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) on:
Investment transactions					154,014
Swaps					(1,243,769	)
Net change in unrealized appreciation/depreciation of:
Investments					(1,566,258	)
Swaps					(16,138,523	)
Net loss on investment transactions					(18,794,536	)
Net Decrease in Net Assets from Operations				$	(11,976,198	)

See notes to financial statements.

AB MUNICIPAL BOND INFLATION STRATEGY  • 27

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	6,818,338		$	12,962,394
Net realized loss on investment transactions		(1,089,755	)		(3,189,623	)
Net change in unrealized appreciation/depreciation of investments		(17,704,781	)		13,370,123
Net increase (decrease) in net assets from operations		(11,976,198	)		23,142,894
Dividends and Distributions to Shareholders from
Net investment income
Class A		(381,053	)		(916,215	)
Class C		(62,355	)		(109,940	)
Advisor Class		(1,467,904	)		(2,396,855	)
Class 1		(3,302,862	)		(6,290,282	)
Class 2		(1,617,012	)		(2,769,394	)
Net realized gain on investment transactions
Class A		– 0	–		(2,586	)
Class C		– 0	–		(790	)
Advisor Class		– 0	–		(4,191	)
Class 1		– 0	–		(12,245	)
Class 2		– 0	–		(5,233	)
Capital Stock Transactions
Net decrease		(7,506,148	)		(58,073,019	)
Total decrease		(26,313,532	)		(47,437,856	)
Net Assets
Beginning of period		860,206,319			907,644,175
End of period (including undistributed net investment income of $998,376 and $1,011,224, respectively)	$	833,892,787		$	860,206,319

See notes to financial statements.

28 •  AB MUNICIPAL BOND INFLATION STRATEGY

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of 9 portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Municipal Bond Inflation Strategy Portfolio (the “Strategy”). Prior to January 20, 2015, the Strategy was known as AllianceBernstein Municipal Bond Inflation Strategy Portfolio. The Strategy offers Class A, Class C, Advisor Class, Class 1 and Class 2 shares. Class B shares are not publically offered. Class 1 shares are sold only to the private clients of Sanford C. Bernstein & Co. LLC by its registered representatives. Class R, Class K and Class I shares have been authorized by the Strategy but are not currently being offered. Class A shares are sold with a front-end sales charge of up to 3.0% for purchases not exceeding $500,000. With respect to purchases of $500,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class, Class I, and Class 2 shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All nine classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Strategy is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Strategy.

AB MUNICIPAL BOND INFLATION STRATEGY  • 29

Notes to Financial Statements

1. Security Valuation

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

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

30 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

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

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk

AB MUNICIPAL BOND INFLATION STRATEGY  • 31

Notes to Financial Statements

of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Strategy’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Long-Term Municipal Bonds

$

– 0

–

$

808,005,778

$

5,781,376

$

813,787,154

Corporates – Investment Grade

– 0

–

28,638,947

– 0

–

28,638,947

Agencies

– 0

–

5,594,176

– 0

–

5,594,176

Short-Term Investments:

Investment Companies

13,001,118

– 0

–

– 0

–

13,001,118

U.S. Treasury Bills

– 0

–

4,499,917

– 0

–

4,499,917

Total Investments in Securities

13,001,118

846,738,818

5,781,376

865,521,312

Other Financial Instruments*:

Assets

– 0

–

– 0

–

– 0

–

– 0

–

Liabilities:

Inflation (CPI) Swaps

– 0

–

(42,096,074

)

– 0

–

(42,096,074

)

Total^

$

13,001,118

$

804,642,744

$

5,781,376

$

823,425,238

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

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

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

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

	Long-Term Municipal Bonds			Total
Balance as of 10/31/14	$	3,858,510			3,858,510
Accrued discounts/(premiums)		(9,679	)		(9,679	)
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		18,400			18,400
Purchases		1,914,145			1,914,145
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–
Balance as of 4/30/15	$	5,781,376		$	5,781,376
Net change in unrealized appreciation/depreciation from Investments held as of 4/30/15*	$	18,400		$	18,400

* The unrealized appreciation/depreciation is included in the net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

32 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

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

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

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

3. Taxes

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

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

AB MUNICIPAL BOND INFLATION STRATEGY  • 33

Notes to Financial Statements

4. Investment Income and Investment Transactions

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

5. Class Allocations

All income earned and expenses incurred by the Strategy are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Strategy represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Strategy or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

6. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Strategy pays the Adviser an advisory fee at an annual rate of .50% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Strategy’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) .75% (.80% prior to January 30, 2015), 1.50%, .50%, .60% and .50% of the daily average net assets for the Class A, Class C, Advisor Class, Class 1 and Class 2 shares, respectively. This fee waiver and/or expense reimbursement agreement will remain in effect until January 31, 2016 and then may be extended by the Adviser for additional one-year terms. For the six months ended April 30, 2015, such reimbursement amounted to $310,823.

Pursuant to the investment advisory agreement, the Strategy may reimburse the Adviser for certain legal and accounting services provided to the Strategy by the Adviser. For the six months ended April 30, 2015, the reimbursement for such services amounted to $28,067.

34 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

The Strategy compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Strategy. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $25,922 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Strategy’s shares. The Distributor has advised the Strategy that it has retained front-end sales charges of $0 from the sale of Class A shares and received $5,626 and $0 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended April 30, 2015.

The Strategy may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Strategy’s transactions in shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    8,377	$	107,421	$	102,797	$	13,001	$	6

NOTE C

Distribution Services Agreement

The Strategy has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Strategy pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Strategy’s average daily net assets attributable to Class A shares, 1% of the Strategy’s average daily net assets attributable to Class C shares and .10% of the Strategy’s average daily net assets attributable to Class 1 shares. There are no distribution and servicing fees on the Advisor Class and Class 2 shares. Effective January 30, 2015, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Strategy’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Strategy in the amount of $305,071

AB MUNICIPAL BOND INFLATION STRATEGY  • 35

Notes to Financial Statements

and $1,860,970 for Class C and Class 1 shares, respectively. While such costs may be recovered from the Strategy in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Strategy’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	54,366,233	$	62,092,054

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding swap transactions) are as follows:

Gross unrealized appreciation	$	22,182,722
Gross unrealized depreciation		(990,159	)
Net unrealized appreciation	$	21,192,563

1. Derivative Financial Instruments

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

The principal type of derivative utilized by the Strategy, as well as the methods in which they may be used are:

• Swaps

The Strategy may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Strategy in accordance with the terms of the respective swaps to provide value and recourse to the Strategy or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

36 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

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

Inflation (CPI) Swaps:

Inflation swaps are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Strategy against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the six months ended April 30, 2015, the Strategy held inflation (CPI) swaps for hedging purposes.

The Strategy typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Strategy typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

AB MUNICIPAL BOND INFLATION STRATEGY  • 37

Notes to Financial Statements

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Strategy and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Strategy’s net liability, held by the defaulting party, may be delayed or denied.

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

At April 30, 2015, the Strategy had entered into the following derivatives:

	Asset Derivatives		Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value	Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts			Unrealized depreciation on inflation swaps	$	42,096,074
Total				$	42,096,074

The effect of derivative instruments on the statement of operations for the six months ended April 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(1,243,769	)	$	(16,138,523	)
Total		$	(1,243,769	)	$	(16,138,523	)

38 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

The following table represents the average monthly volume of the Strategy’s derivative transactions during the six months ended April 30, 2015:

Inflation Swaps:
Average notional amount	$	574,300,000

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Strategy’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Strategy as of April 30, 2015:

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged*

Net Amount of Derivatives Liabilities

OTC Derivatives:

Barclays Bank PLC

$

11,086,777

$

– 0

–

$

– 0

–

$

(11,086,777

)

$

– 0

–

Citibank

14,067,786

– 0

–

– 0

–

(14,067,786

)

– 0

–

Deutsche Bank AG

1,900,768

– 0

–

– 0

–

(1,900,768

)

– 0

–

JPMorgan Chase Bank

8,479,697

– 0

–

– 0

–

(8,479,697

)

– 0

–

Morgan Stanley Capital Services LLC

6,561,046

– 0

–

– 0

–

(6,561,046

)

– 0

–

Total

$

42,096,074

$

– 0

–

$

– 0

–

$

(42,096,074

)

$

– 0

–^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

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

AB MUNICIPAL BOND INFLATION STRATEGY  • 39

Notes to Financial Statements

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for Class A, Class C, Advisor Class, Class 1 and Class 2 were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31, 2014
Class A
Shares sold		247,830			1,381,976		$	2,550,753		$	14,378,468
Shares issued in reinvestment of dividends and distributions		26,626			64,886			274,113			676,433
Shares redeemed		(1,044,602	)		(4,945,588	)		(10,758,570	)		(51,592,286	)
Net decrease		(770,146	)		(3,498,726	)	$	(7,933,704	)	$	(36,537,385	)
Class C
Shares sold		69,824			186,022		$	719,983		$	1,936,753
Shares issued in reinvestment of dividends and distributions		4,795			8,462			49,264			88,112
Shares redeemed		(399,122	)		(1,079,313	)		(4,101,343	)		(11,205,231	)
Net decrease		(324,503	)		(884,829	)	$	(3,332,096	)	$	(9,180,366	)
Advisor Class
Shares sold		3,294,271			8,998,760		$	33,882,807		$	93,830,198
Shares issued in reinvestment of dividends and distributions		97,241			153,682			1,001,267			1,604,984
Shares redeemed		(3,382,700	)		(8,845,646	)		(34,871,629	)		(91,557,536	)
Net increase		8,812			306,796		$	12,445		$	3,877,646
Class 1
Shares sold		4,046,808			11,373,052		$	41,504,305		$	118,277,228
Shares issued in reinvestment of dividends and distributions		246,559			447,445			2,531,277			4,657,848
Shares redeemed		(3,926,318	)		(13,388,007	)		(40,282,883	)		(139,824,360	)
Net increase (decrease)		367,049			(1,567,510	)	$	3,752,699		$	(16,889,284	)
Class 2
Shares sold		2,259,374			3,899,558		$	23,278,782		$	40,622,722
Shares issued in reinvestment of dividends and distributions		107,694			173,015			1,105,957			1,801,773
Shares redeemed		(2,377,411	)		(4,031,011	)		(24,390,231	)		(41,768,125	)
Net increase (decrease)		(10,343	)		41,562		$	(5,492	)	$	656,370

40 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

NOTE F

Risks Involved in Investing in the Strategy

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Strategy’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Strategy’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

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

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

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Strategy’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Strategy invests more of its assets in a particular state’s municipal securities, the Strategy may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Strategy’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project

AB MUNICIPAL BOND INFLATION STRATEGY  • 41

Notes to Financial Statements

or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Derivatives Risk—The Strategy may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategy, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Tax Risk—There is no guarantee that all of the Strategy’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the net income received by shareholders from the Strategy by increasing taxes on that income. In such event, the Strategy’s NAV could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Strategy shares as investors anticipate adverse effects on the Strategy or seek higher yields to offset the potential loss of the tax deduction. As a result, the Strategy would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Strategy’s yield.

Duration Risk—Duration is the measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.

Indemnification Risk—In the ordinary course of business, the Strategy enters into contracts that contain a variety of indemnifications. The Strategy’s maximum exposure under these arrangements is unknown. However, the Strategy has not had prior claims or losses pursuant to these indemnification provisions

42 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

and expects the risk of loss thereunder to be remote. Therefore, the Strategy has not accrued any liability in connection with these indemnification provisions.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Strategy, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Strategy did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended October 31, 2014 and October 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	483,823	$	714,057
Long-term capital gains		22,282		631,579
Total taxable distributions		506,105		1,345,636
Tax-exempt distributions		12,001,626		8,906,066
Total distributions paid	$	12,507,731	$	10,251,702

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed tax-exempt income	$	1,027,561
Undistributed capital gains		(3,189,623	)
Unrealized appreciation/(depreciation)		(3,198,730	)
Total accumulated earnings/(deficit)	$	(5,360,792	)(a)

^(a)  The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the amortization of offering costs and dividends payable.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Strategy had a net short-term capital loss carryforward of $486,150 and a net long-term capital loss carryforward of $2,703,473 which may be carried forward for an indefinite period.

AB MUNICIPAL BOND INFLATION STRATEGY  • 43

Notes to Financial Statements

NOTE I

Subsequent Events

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

44 •  AB MUNICIPAL BOND INFLATION STRATEGY

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.48			$  10.35			$  10.80			$  10.32			$  10.09			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.07			.13			.12			.14			.16			.11
Net realized and unrealized gain (loss) on investment transactions		(.23	)		.12			(.44	)		.50			.26			.06
Net increase (decrease) in net asset value from operations		(.16	)		.25			(.32	)		.64			.42			.17
Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.12	)		(.11	)		(.14	)		(.17	)		(.08	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)(d)		(.02	)		(.02	)		(.02	)		– 0	–
Total dividends and distributions		(.07	)		(.12	)		(.13	)		(.16	)		(.19	)		(.08	)
Net asset value, end of period		$  10.25			$  10.48			$  10.35			$  10.80			$  10.32			$  10.09
Total Return
Total investment return based on net asset value(e)		(1.51	)%		2.44	%		(2.98	)%		6.22	%		4.24	%		1.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$50,821			$60,016			$95,466			$79,735			$64,342			$28,200
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.78	%^		.80	%		.80	%		.80	%		.80	%		.80	%^
Expenses, before waivers/reimbursements		.88	%^		.90	%		.91	%		.95	%		1.20	%		2.15	%^
Net investment income(b)		1.44	%^		1.24	%		1.10	%		1.34	%		1.57	%		1.43	%^
Portfolio turnover rate		6	%		18	%		15	%		10	%		26	%		1	%

See footnote summary on page 50.

AB MUNICIPAL BOND INFLATION STRATEGY  • 45

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.46			$  10.33			$  10.78			$  10.30			$  10.08			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.04			.06			.04			.07			.09			.06
Net realized and unrealized gain (loss) on investment transactions		(.24	)		.12			(.43	)		.50			.25			.06
Net increase (decrease) in net asset value from operations		(.20	)		.18			(.39	)		.57			.34			.12
Less: Dividends and Distributions
Dividends from net investment income		(.03	)		(.05	)		(.04	)		(.07	)		(.10	)		(.04	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)(d)		(.02	)		(.02	)		(.02	)		– 0	–
Total dividends and distributions		(.03	)		(.05	)		(.06	)		(.09	)		(.12	)		(.04	)
Net asset value, end of period		$  10.23			$  10.46			$  10.33			$  10.78			$  10.30			$  10.08
Total Return
Total investment return based on net asset value(e)		(1.88	)%		1.72	%		(3.67	)%		5.51	%		3.45	%		1.23	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17,102			$20,873			$29,748			$35,436			$23,919			$11,804
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.50	%^		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%^
Expenses, before waivers/reimbursements		1.60	%^		1.60	%		1.61	%		1.65	%		1.91	%		2.76	%^
Net investment income(b)		.72	%^		.54	%		.41	%		.64	%		.87	%		.78	%^
Portfolio turnover rate		6	%		18	%		15	%		10	%		26	%		1	%

See footnote summary on page 50.

46 •  AB MUNICIPAL BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.48			$  10.35			$  10.81			$  10.32			$  10.10			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.09			.16			.15			.17			.19			.12
Net realized and unrealized gain (loss) on investment transactions		(.22	)		.12			(.45	)		.51			.25			.08
Net increase (decrease) in net asset value from operations		(.13	)		.28			(.30	)		.68			.44			.20
Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.15	)		(.14	)		(.17	)		(.20	)		(.10	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)(d)		(.02	)		(.02	)		(.02	)		– 0	–
Total dividends and distributions		(.09	)		(.15	)		(.16	)		(.19	)		(.22	)		(.10	)
Net asset value, end of period		$  10.26			$  10.48			$  10.35			$  10.81			$  10.32			$  10.10
Total Return
Total investment return based on net asset value(e)		(1.28	)%		2.75	%		(2.78	)%		6.64	%		4.44	%		1.97	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$181,183			$185,106			$179,620			$85,781			$41,924			$12,310
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.50	%^		.50	%		.50	%		.50	%		.50	%		.50	%^
Expenses, before waivers/reimbursements		.60	%^		.60	%		.61	%		.65	%		.88	%		1.57	%^
Net investment income(b)		1.72	%^		1.55	%		1.39	%		1.63	%		1.85	%		1.81	%^
Portfolio turnover rate		6	%		18	%		15	%		10	%		26	%		1	%

See footnote summary on page 50.

AB MUNICIPAL BOND INFLATION STRATEGY  • 47

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 1
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.45			$  10.33			$  10.78			$  10.30			$  10.08			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.08			.15			.14			.16			.17			.11
Net realized and unrealized gain (loss) on investment transactions		(.23	)		.12			(.43	)		.50			.27			.07
Net increase (decrease) in net asset value from operations		(.15	)		.27			(.29	)		.66			.44			.18
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.15	)		(.14	)		(.16	)		(.20	)		(.10	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)(d)		(.02	)		(.02	)		(.02	)		– 0	–
Total dividends and distributions		(.08	)		(.15	)		(.16	)		(.18	)		(.22	)		(.10	)
Net asset value, end of period		$  10.22			$  10.45			$  10.33			$  10.78			$  10.30			$  10.08
Total Return
Total investment return based on net asset value(e)		(1.40	)%		2.60	%		(2.76	)%		6.45	%		4.40	%		1.78	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$403,077			$408,307			$419,573			$236,285			$111,857			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.60	%^		.60	%		.60	%		.60	%		.60	%		.60	%^
Expenses, before waivers/reimbursements		.66	%^		.66	%		.67	%		.74	%		.92	%		2.70	%^
Net investment income(b)		1.62	%^		1.44	%		1.30	%		1.54	%		1.66	%		1.38	%^
Portfolio turnover rate		6	%		18	%		15	%		10	%		26	%		1	%

See footnote summary on page 50.

48 •  AB MUNICIPAL BOND INFLATION STRATEGY

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class 2
	Six Months Ended April 30, 2015 (unaudited)			Year Ended October 31,												January 26, 2010(a) to October 31, 2010
				2014			2013			2012			2011
Net asset value, beginning of period		$  10.46			$  10.33			$  10.79			$  10.31			$  10.08			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.09			.16			.15			.17			.17			.11
Net realized and unrealized gain (loss) on investment transactions		(.23	)		.13			(.44	)		.50			.28			.07
Net increase (decrease) in net asset value from operations		(.14	)		.29			(.29	)		.67			.45			.18
Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.16	)		(.15	)		(.17	)		(.20	)		(.10	)
Distributions from net realized gain on investment transactions		– 0	–		(.00	)(d)		(.02	)		(.02	)		(.02	)		– 0	–
Total dividends and distributions		(.09	)		(.16	)		(.17	)		(.19	)		(.22	)		(.10	)
Net asset value, end of period		$  10.23			$  10.46			$  10.33			$  10.79			$  10.31			$  10.08
Total Return
Total investment return based on net asset value(e)		(1.35	)%		2.79	%		(2.75	)%		6.54	%		4.54	%		1.85	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$181,710			$185,904			$183,237			$92,507			$43,368			$10,044
Ratio to average net assets of:
Expenses, net of waivers		.50	%^		.50	%		.50	%		.50	%		.50	%		.50	%^
Expenses, before waivers		.56	%^		.56	%		.57	%		.64	%		.85	%		2.61	%^
Net investment income(b)		1.72	%^		1.54	%		1.39	%		1.64	%		1.77	%		1.49	%^
Portfolio turnover rate.		6	%		18	%		15	%		10	%		26	%		1	%

See footnote summary on page 50.

AB MUNICIPAL BOND INFLATION STRATEGY  • 49

Financial Highlights

(a) Commencement of operations.

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

(c) Based on average shares outstanding.

(d) Amount is less than $.005.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

^ Annualized.

See notes to financial statements.

50 •  AB MUNICIPAL BOND INFLATION STRATEGY

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein,
Senior Vice President and Independent Compliance Officer Michael G. Brooks⁽²⁾, Vice President Robert (“Guy”) B. Davidson III⁽²⁾ , Vice President Wayne D. Godlin⁽²⁾, Vice President Terrance T. Hults⁽²⁾, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public
Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Strategy’s portfolio are made by the Adviser’s Municipal Bond Investment Team. Messrs. Michael G. Brooks, Robert “Guy” B. Davidson III, Wayne D. Godlin and Terrance T. Hults are the investment professionals with the most significant responsibility for the day-to-day management of the Strategy’s portfolio.

AB MUNICIPAL BOND INFLATION STRATEGY  • 51

Board of Directors

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

The disinterested directors (the “directors”) of AB Bond Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Investment Advisory Contract (the “Advisory Agreement”) with the Adviser in respect of AB Municipal Bond Inflation Strategy (the “Portfolio”) at a meeting held on November 3-6, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment

52 •  AB MUNICIPAL BOND INFLATION STRATEGY

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency and distribution services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Portfolio’s shares and transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the

AB MUNICIPAL BOND INFLATION STRATEGY  • 53

Adviser’s profitability would be lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broad array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Barclays 1-10 Year Treasury Inflation Protected Securities (TIPS) Index (the “Index”), in each case for the 1- and 3-year periods ended July 31, 2014 and (in the case of comparisons with the Index) the period since inception (January 2010 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for both periods. The Portfolio outperformed the Index in the 1- and 3-year periods and lagged the Index in the period since inception. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio’s assets.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 50 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 0.6 basis points in the Portfolio’s latest fiscal year, and as a result the rate of compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was close to the Expense Group median.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style. The directors reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer, and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which invest in fixed income securities.

54 •  AB MUNICIPAL BOND INFLATION STRATEGY

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

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

The directors noted that the Portfolio’s total expense ratio, giving effect to a cap by the Adviser, was lower than the Expense Group median and higher than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to

AB MUNICIPAL BOND INFLATION STRATEGY  • 55

the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

56 •  AB MUNICIPAL BOND INFLATION STRATEGY

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Bond Fund, Inc. (the “Fund”) in respect of AllianceBernstein Municipal Bond Inflation Strategy (the “Strategy”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Strategy which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

1 The Senior Officer’s fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

2 Future references to the Fund or the Strategy do not include “AllianceBernstein.”

AB MUNICIPAL BOND INFLATION STRATEGY  • 57

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

INVESTMENT ADVISORY FEES, NET ASSETS, EXPENSE CAPS & RATIOS

The Adviser proposed that the Strategy pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Strategy	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 09/30/14 ($ MM)
Municipal Bond Inflation Strategy	High Income	0.50% on 1st $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$	923.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Strategy. During the Strategy’s fiscal year ended October 31, 2013, the Adviser received $52,718 (0.006% of the Strategy’s average daily net assets) for such services.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Strategy for that portion of the Strategy’s total operating expenses to the degree necessary to limit the Strategy’s expense ratios to the amounts set forth below for the Strategy’s current fiscal year. The waiver is terminable by the

3 Jones v. Harris at 1427.

4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

58 •  AB MUNICIPAL BOND INFLATION STRATEGY

Adviser upon at least 60 days’ notice prior to the Strategy’s prospectus update. In addition, set forth below are the Strategy’s gross expense ratios for the most recent semi-annual period:⁵

Strategy	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio6	Fiscal Year End
Municipal Bond Inflation Strategy	Advisor Class A Class C Class 1 Class 2	0.50 0.80 1.50 0.60 0.50	%  %  %  %  %	0.60% 0.90% 1.60% 0.66% 0.56%	October 31 (ratio as of April 30, 2014)

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

5 Semi-annual total expense ratios are unaudited.

6 Annualized.

AB MUNICIPAL BOND INFLATION STRATEGY  • 59

managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategy.⁷ However, with respect to the Strategy, the Adviser represented that there is no category in the Form ADV for institutional products that have a substantially similar investment styles as the Strategy.

The Adviser represented that it does not sub-advise any registered investment companies that have a similar investment strategy as the Strategy.

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Strategy with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)⁹ and the Strategy’s contractual management fee ranking.¹⁰

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

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

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

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

60 •  AB MUNICIPAL BOND INFLATION STRATEGY

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

Strategy	Contractual Management Fee (%)		Lipper Expense Group Median (%)		Rank
Municipal Bond Inflation Strategy		0.500		0.500		7/15

Lipper also compared the Strategy’s total expense ratio to the medians of the Strategy’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Strategy.¹¹

Strategy	Total Expense Ratio  (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Municipal Bond Inflation Strategy		0.800		0.860	5/15		0.750	30/43

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

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

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

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

The profitability information for the Strategy, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the independent consultant. The Adviser’s profitability from providing investment advisory services to the Strategy increased during calendar year 2013, relative to 2012.

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

12 Most recently completed fiscal year Class A share total expense ratio.

AB MUNICIPAL BOND INFLATION STRATEGY  • 61

In addition to the Adviser’s direct profits from managing the Strategy, certain of the Adviser’s affiliates have business relationships with the Strategy and may earn a profit from providing other services to the Strategy. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategy and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent and distribution related services to the Strategy and receive transfer agent fees, front-end sales loads, Rule 12b-1 payments and contingent deferred sales charges (“CDSC”). During the Strategy’s fiscal year ended October 31, 2013, ABI received from the Strategy $0, $1,005,045 and $46,386 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹³

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Strategy’s principal underwriter. ABI and the Adviser have disclosed in the Strategy’s prospectus that they may make revenue sharing payments from their own resources, in addition to revenues derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Strategy. In 2013, ABI paid approximately 0.05% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19.4 million for distribution services and educational support (revenue sharing payments).

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategy, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Strategy’s fiscal year ended October 31, 2013, ABIS received $26,015 in fees from the Strategy.

V. POSSIBLE ECONOMIES OF SCALE

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

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The

13 As a result of discussions between the Board and the Adviser, ABI is planning to phase in reductions of the Strategy’s Class A shares Rule 12b-1 fee payment rate from 0.30% to 0.25% effective on February 1, 2015.

62 •  AB MUNICIPAL BOND INFLATION STRATEGY

independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

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

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

AB MUNICIPAL BOND INFLATION STRATEGY  • 63

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

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategy.

The information below shows the 1 and 3 year performance return and rankings of the Strategy ¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended July 31, 2014.¹⁹

Strategy	Strategy Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Municipal Bond
Inflation Strategy
1 year		3.98		5.63		5.52		14/15		45/51
3 year		2.09		3.91		3.81		15/15		43/45

17 The performance returns and rankings are for the Class A shares of the Strategy. The performance returns of the Strategy were provided Lipper.

18 The Strategy’s PG is identical to the Strategy’s EG. The Strategy’s PU is not identical to the Strategy’s EU as the criteria for including/excluding a Strategy in/from a PU are somewhat different from that of an EU.

19 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Strategy even if the Strategy may have had a different investment classification/objective at different points in time.

64 •  AB MUNICIPAL BOND INFLATION STRATEGY

Set forth below are the 1, 3 year and since inception net performance returns of the Strategy (in bold)²⁰ versus its benchmark²¹. Strategy and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending July 31, 2014 Annualized Performance
					Since		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)		Inception (%)		Volatility (%)		Sharpe (%)
Municipal Bond Inflation Strategy		3.98		2.09		2.70		3.21		0.63		3
Barclays Capital 1-10yr TIPS Index		2.39		1.26		3.39		3.55		0.35		3
Inception Date: January 26, 2010

CONCLUSION:

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

Dated: November 18, 2014

20 The performance returns and risk measures shown in the table are for the Class A shares of the Strategy.

21 The Adviser provided Strategy and benchmark performance return information for the periods through July 31, 2014.

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

AB MUNICIPAL BOND INFLATION STRATEGY  • 65

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

66 •  AB MUNICIPAL BOND INFLATION STRATEGY

AB Family of Funds

NOTES

AB MUNICIPAL BOND INFLATION STRATEGY  • 67

NOTES

68 •  AB MUNICIPAL BOND INFLATION STRATEGY

AB MUNICIPAL BOND INFLATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

MBIS-0152-0415                

APR    ^04.30.15

SEMI-ANNUAL REPORT

AB TAX-AWARE FIXED INCOME PORTFOLIO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

June 15, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Tax-Aware Fixed Income Portfolio (the “Fund”) for the semi-annual reporting period ended April 30, 2015. Effective January 20, 2015, the Fund’s name changed from AllianceBernstein Tax-Aware Fixed Income Portfolio to AB Tax-Aware Fixed Income Portfolio.

Investment Objectives and Policies

The investment objective of the Fund is to maximize after-tax return and income. The Fund pursues its objective by investing principally in a national portfolio of both municipal and taxable fixed-income securities. The Fund invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Fund also invests, under normal circumstances, at least 65% of its total assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal Alternative Minimum Tax (“AMT”) for certain taxpayers. The income earned and distributed to shareholders on non-municipal securities would not be exempt from Federal income tax. The Fund may invest in fixed-income securities rated below investment grade (commonly known as “junk bonds”), although such securities are not expected to be the Fund’s primary focus.

AllianceBernstein L.P. (the “Adviser”) selects securities for the Fund based on a variety of factors, including credit quality, maturity, diversification benefits, and the relative expected after-tax returns of taxable and municipal securities (considering federal tax rates and without regard to

state and local income taxes). As the objective is to increase the after-tax return of the portfolio, an investor in the Fund may incur a tax liability that will generally be greater than the same investor would have in a fund investing exclusively in municipal securities, and that will be higher if the investor is in a higher tax bracket. In addition, the tax implications of the Fund’s trading activity, such as realizing taxable gains, are considered in making purchase and sale decisions for the Fund. The Fund may invest in fixed-income securities of any maturity from short- to long-term.

The Fund may also invest in forward commitments, zero-coupon municipal securities and variable, floating and inverse floating rate municipal securities.

The Fund may use derivatives, such as swaps, options, futures, and forwards, to achieve its investment strategies. For example, the Fund may enter into tender option bonds (“TOBs”) and credit default and interest rate swaps relating to municipal and taxable fixed-income securities or securities indices. Derivatives may provide more efficient and economical exposure to fixed-income securities markets than direct investments.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Barclays Municipal Bond Index, for the six- and 12-month periods ended April 30, 2015.

All share classes of the Fund underperformed the benchmark for both periods.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 1

For the six-month period, security selection in the state general obligation, special tax and transportation sectors detracted from performance, as did an overweight in inflation-linked securities, versus the benchmark. Security selection within the industrials and health care sectors contributed. During the 12-month period, security selection in the state general obligation, local general obligation and leasing sectors detracted from performance, as did overweights in Treasuries and investment-grade corporate industrials. Security selection within the health care, education and special tax sectors contributed.

The Fund did not use derivatives during either period.

Market Review and Investment Strategy

Bond markets experienced substantial volatility during the 12-month period ended April 30, 2015. Oil prices plunged, prompting concerns about global economic growth and deflation in many oil-producing regions. So far in 2015, more than 20 central banks worldwide have eased monetary policy and several have engaged in some form of quantitative easing. In response, 10-year Treasury yields fell 29 basis points (“bps”) during the six-month period and 50 bps over the 12-month period. High-grade municipal yields rose slightly, by 5 bps over the six-month period and declined by 32 bps over the 12-month period. While long-maturity bond yields have fallen, the market has also started to anticipate an increase in the U.S. Federal Funds target rate; consequently, short-maturity

municipal yields rose over both periods. Investor demand for municipals has remained positive, but new supply also increased as municipal issuers sold bonds to lower their interest costs by refinancing existing bonds.

Mid-grade and high-yield municipal bonds outperformed comparable high-grade credits as investors seemed to view lower oil prices and easy monetary policy globally to be ultimately beneficial to the health of the U.S. economy.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most fund insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2015, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been prerefunded or escrowed to maturity were 2.59% and 0.00%, respectively.

2 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Barclays Municipal Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings are subject to higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific municipal or corporate developments, negative performance of the junk bond market generally and less secondary market liquidity.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

The Fund may invest in municipal securities of issuers in Puerto Rico or other U.S. territories, which are exempt from federal, state, and, where applicable, local income taxes. These municipal securities may have more risks than those of most other U.S. issuers of tax-exempt securities. Like many U.S. states and municipalities, Puerto Rico experienced a significant downturn during the recent recession. Puerto Rico’s downturn was particularly severe, and it continues to face a very challenging economic and fiscal environment. As a result, securities issued by many Puerto Rican issuers have low credit ratings or are on “negative watch” by credit rating organizations, and markets in such securities have been volatile. If the economic situation in Puerto Rico persists or worsens, the volatility and credit quality of Puerto Rican municipal securities could be adversely affected, and the market for such securities may experience continued volatility.

(Disclosures, Risks and Note about Historical Performance continued on next page)

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 3

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Tax Risk: From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield.

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

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

Liquidity Risk: Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets.

Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

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

4 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Disclosures and Risks

(Disclosures, Risks and Note about Historical Performance continued on next page)

DISCLOSURES AND RISKS

(continued from previous page)

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolios’ quoted performance would be lower. SEC returns and the Portfolios’ returns shown in the line graphs reflect the applicable sales charges for each share class: a 3% maximum front-end sales charge for Class A shares; a 1% 1 year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to their different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 5

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED APRIL 30, 2015 (unaudited)	NAV Returns
	6 Months		12 Months
AB Tax-Aware Fixed Income Portfolio
Class A		0.92%		3.61%
Class C		0.55%		2.95%
Advisor Class*		1.06%		3.90%
Barclays Municipal Bond Index		1.17%		4.80%
*    Please note that Advisor Class shares are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/ or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 3-5.

(Historical Performance continued on next page)

6 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)
Class A
1 Year		3.61	%		0.49	%
Since Inception*		5.31	%		3.01	%
Class C
1 Year		2.95	%		1.95	%
Since Inception*		4.66	%		4.66	%
Advisor Class†
1 Year		3.90	%		3.90	%
Since Inception*		5.70	%		5.70	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 3.54%, 4.33% and 3.82% for Class A, Class C and Advisor Class, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements will limit the Fund’s annual operating expenses, excluding any interest expense, to 0.80%, 1.55% and 0.55% for Class A, Class C and Advisor Class, respectively. These waivers/ reimbursements may not be terminated prior to January 30, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

* Inception date: 12/11/2013.

^† Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 3-5.

(Historical Performance continued on next page)

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END MARCH 31, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A
1 Year		2.02	%
Since Inception*		3.63	%
Class C
1 Year		3.45	%
Since Inception*		5.36	%
Advisor Class†
1 Year		5.51	%
Since Inception*		6.41	%

* Inception date: 12/11/2013.

^† Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 3-5.

8 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,009.20	$	4.09		0.82	%
Hypothetical**	$	1,000	$	1,020.73	$	4.11		0.82	%
Class C
Actual	$	1,000	$	1,005.50	$	7.71		1.55	%
Hypothetical**	$	1,000	$	1,017.11	$	7.75		1.55	%
Advisor Class
Actual	$	1,000	$	1,010.60	$	2.74		0.55	%
Hypothetical**	$	1,000	$	1,022.07	$	2.76		0.55	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 9

Expense Example

PORTFOLIO SUMMARY

April 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $26.3

* All data are as of April 30, 2015. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Services, Inc.(“Moody’s”) and Fitch Ratings, Ltd.(“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non credit worthy investments; such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

† “Other” represents less than 2.6% in 16 different states and Puerto Rico.

10 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio Summary

PORTFOLIO OF INVESTMENTS

April 30, 2015 (unaudited)

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 91.7%
Long-Term Municipal Bonds – 91.7%
Alabama – 0.5%
County of Jefferson AL Sewer Revenue Series 2013D 6.00%, 10/01/42	$	110	$	123,387
Arizona – 2.6%
Arizona Health Facilities Authority (Beatitudes Campus (The)) Series 2007 5.20%, 10/01/37		110		107,252
City of Phoenix Civic Improvement Corp. Series 2014B 5.00%, 7/01/22		300		363,057
Industrial Development Authority of the City of Phoenix (The) (Great Hearts Academies) Series 2014 5.00%, 7/01/44(a)		100		102,730
Salt Verde Financial Corp. (Citigroup, Inc.) Series 2007 5.00%, 12/01/37		100		113,965
				687,004
California – 3.6%
California Pollution Control Financing Authority (Poseidon Resources Channelside LP) Series 2012 5.00%, 11/21/45(a)		250		270,092
Golden State Tobacco Securitization Corp. Series 2007A-1 5.125%, 6/01/47		195		154,688
State of California Department of Water Resources Power Supply Revenue Series 2015O 5.00%, 5/01/21		435		519,416
				944,196
Colorado – 3.3%
Colorado Health Facilities Authority (Catholic Health Initiatives) Series 2013 5.25%, 1/01/40		170		187,420
Denver City & County School District No 1 Series 2014B 5.00%, 12/01/23		560		685,804
				873,224

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 11

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Connecticut – 0.6%
State of Connecticut Series 2014C 5.00%, 12/15/22	$	130	$	156,489
Florida – 2.9%
Brevard County School District COP Series 2015B 5.00%, 7/01/25		290		350,610
Capital Trust Agency, Inc. (Million Air One LLC) Series 2011 7.75%, 1/01/41		100		95,091
Collier County Industrial Development Authority (Arlington of Naples (The)) Series 2014A 8.125%, 5/15/44(a)		100		113,080
Florida Development Finance Corp. (Tuscan Isle Obligated Group) Series 2015A 7.00%, 6/01/35(a)		100		102,680
Lakewood Ranch Stewardship District Series 2015 4.875%, 5/01/45		100		98,883
				760,344
Georgia – 1.3%
City of Atlanta Department of Aviation (Hartsfield Jackson Atlanta Intl Airport) Series 2012A 5.00%, 1/01/31		310		351,342
Idaho – 0.4%
Idaho Health Facilities Authority (The Terraces at Boise) Series 2014A 8.00%, 10/01/44		100		105,927
Illinois – 4.6%
Chicago Board of Education Series 2012A 5.00%, 12/01/42		40		37,017
Illinois Finance Authority (Greenfields of Geneva) Series 2010A 8.125%, 2/15/40		50		53,094
Illinois Finance Authority (Park Place of Elmhurst) Series 2010A 8.125%, 5/15/40		100		59,785

12 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Illinois Finance Authority (Silver Cross Hospital Obligated Group) Series 2015C 5.00%, 8/15/35	$	250	$	273,310
Illinois Municipal Electric Agency Series 2015A 5.00%, 2/01/22		465		543,897
State of Illinois Series 2012 5.00%, 3/01/31		100		104,395
Series 2014 5.00%, 5/01/35		130		135,152
				1,206,650
Indiana – 1.9%
Indiana Finance Authority (Bethany Circle of King’s Daughters’ of Madison Indiana, Inc. (The)) Series 2010 5.50%, 8/15/40		160		176,587
Indiana Finance Authority (Marquette Manor) Series 2015A 5.00%, 3/01/30		190		206,262
Indiana Finance Authority (WVB East End Partners LLC) Series 2013A 5.00%, 7/01/40		100		107,111
				489,960
Iowa – 1.1%
Iowa Finance Authority (Iowa Finance Authority SRF) Series 2015 5.00%, 8/01/18		255		286,901
Kentucky – 0.2%
Kentucky Economic Development Finance Authority (Masonic Homes of Kentucky, Inc. Obligated Group) Series 2012 5.375%, 11/15/42		65		66,308
Louisiana – 1.4%
City of New Orleans LA Water Revenue Series 2014 5.00%, 12/01/34		100		111,506

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 13

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Louisiana Public Facilities Authority (Louisiana Pellets, Inc.) Series 2014A 7.50%, 7/01/23	$	250	$	256,388
				367,894
Maine – 0.8%
Maine Health & Higher Educational Facilities Authority (MaineGeneral Health Obligated Group) Series 2011 7.50%, 7/01/32		165		198,718
Massachusetts – 3.0%
Commonwealth of Massachusetts NATL Series 2000E 0.105%, 12/01/30(b)		125		117,477
Massachusetts Clean Water Trust (The) Series 2014 5.00%, 8/01/17		610		669,023
				786,500
Michigan – 4.6%
City of Detroit MI Sewage Disposal System Revenue Series 2012A 5.00%, 7/01/22		115		130,024
Michigan Finance Authority (State of Michigan Unemployment) Series 2012B 5.00%, 7/01/21		735		820,010
Michigan Finance Authority (Trinity Health Credit Group) Series 2015 5.00%, 12/01/32		235		259,541
				1,209,575
Minnesota – 2.4%
State of Minnesota Series 2010E 5.00%, 8/01/17		580		635,848
Nebraska – 0.4%
Central Plains Energy Project (Goldman Sachs Group, Inc. (The)) Series 2012 5.00%, 9/01/42		100		108,601
Nevada – 4.6%
Nevada System of Higher Education Series 2015A 5.00%, 7/01/23		1,000		1,212,130

14 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
New Hampshire – 0.5%
New Hampshire Health and Education Facilities Authority Act (Southern New Hampshire University) Series 2012 5.00%, 1/01/42	$	115	$	119,948
New Jersey – 4.0%
Burlington County Bridge Commission (Evergreens (The)) Series 2007 5.625%, 1/01/38		140		144,621
New Jersey Economic Development Authority Series 2013 5.00%, 3/01/20		290		318,582
New Jersey Economic Development Authority (United Airlines, Inc.) Series 1999 5.25%, 9/15/29		85		93,312
New Jersey State Turnpike Authority Series 2013A 5.00%, 1/01/32		315		351,635
Tobacco Settlement Financing Corp./NJ Series 20071A 5.00%, 6/01/41		190		147,539
				1,055,689
New York – 7.3%
Build NYC Resource Corp. (South Bronx Charter School for International Cultures & The Arts) Series 2013A 5.00%, 4/15/43		100		99,549
City of New York NY Series 2013J 5.00%, 8/01/21		340		402,822
Metropolitan Transportation Authority Series 2013A 5.00%, 11/15/29		315		357,963
New York State Dormitory Authority (State of New York Pers Income Tax) Series 2014A 5.00%, 2/15/28		425		499,468
New York State Thruway Authority (New York State Thruway Authority Ded Tax) Series 2012A 5.00%, 4/01/26		365		427,331

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 15

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Ulster County Industrial Development Agency (Kingston Regional Senior Living Corp.) Series 2007A 6.00%, 9/15/27	$	120	$	120,460
				1,907,593
North Carolina – 1.1%
State of North Carolina Series 2010B 5.00%, 6/01/17		260		283,579
Ohio – 5.5%
Buckeye Tobacco Settlement Financing Authority Series 2007A-2 5.875%, 6/01/47		180		147,433
City of Akron OH (City of Akron OH Income Tax) Series 2012A 5.00%, 12/01/31		445		504,964
City of Columbus OH Series 2012A 5.00%, 2/15/17		225		242,521
Series 2014A 5.00%, 2/15/21		110		130,693
County of Cuyahoga OH (County of Cuyahoga OH Lease) Series 2014 5.00%, 12/01/28		365		417,607
				1,443,218
Pennsylvania – 3.9%
Commonwealth of Pennsylvania Series 2013 5.00%, 4/01/17		380		411,555
Montour School District AGM Series 2015B 5.00%, 4/01/35		450		507,177
Pennsylvania Economic Development Financing Authority (Commonwealth of Pennsylvania Unemployment) Series 2012A 5.00%, 7/01/17		100		109,295
				1,028,027
Puerto Rico – 0.4%
Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth (AES Puerto Rico LP) Series 2000 6.625%, 6/01/26		100		95,436

16 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
South Carolina – 1.1%
Spartanburg County School District No 1/SC Series 2014D 5.00%, 3/01/22	$	250	$	300,070
Texas – 15.8%
Central Texas Regional Mobility Authority Series 2013 5.00%, 1/01/42		100		107,352
City of Houston TX (City of Houston TX Hotel Occupancy Tax) Series 2014 5.00%, 9/01/31		260		290,342
Series 2015 5.00%, 9/01/31		160		181,392
Cypress-Fairbanks Independent School District Series 2014B 2.00%, 2/15/44		400		401,932
Dallas Area Rapid Transit (Dallas Area Rapid Transit Sales Tax) Series 2014A 5.00%, 12/01/25		580		704,955
Grand Parkway Transportation Corp. Series 2014A 3.00%, 12/15/16		285		295,622
New Hope Cultural Education Facilities Corp. (Wesleyan Homes, Inc.) Series 2014 5.50%, 1/01/49		100		100,737
Tarrant County Cultural Education Facilities Finance Corp. (Trinity Terrace Project) Series 2014A-1 5.00%, 10/01/44		100		107,042
Tarrant Regional Water District Series 2015 5.00%, 3/01/23		325		392,392
Travis County Cultural Education Facilities Finance Corp. (Wayside Schools) Series 2012A 5.25%, 8/15/42		160		163,590
Travis County Health Facilities Development Corp. (Longhorn Village) Series 2012A 7.125%, 1/01/46		55		59,985
Trinity River Authority Central Regional Wastewater System Revenue Series 2014 5.00%, 8/01/20-8/01/22		795		939,740

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 17

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Trinity River Authority LLC Series 2015 5.00%, 2/01/21(c)	$	335	$	394,191
				4,139,272
Utah – 1.6%
State of Utah Series 2010C 5.00%, 7/01/17		380		415,579
Virginia – 2.2%
Tobacco Settlement Financing Corp./VA Series 2007B1 5.00%, 6/01/47		240		169,939
Virginia Public School Authority (Virginia Public School Authority State Lease) Series 2012 5.00%, 4/15/17		380		412,350
				582,289
Washington – 8.1%
City of Seattle WA Series 2014 5.00%, 5/01/17		125		135,494
City of Seattle WA Municipal Light & Power Revenue Series 2014 5.00%, 9/01/22		555		669,546
County of King WA Series 2015 5.00%, 7/01/23		655		803,836
State of Washington Series 2011R 5.00%, 7/01/17		380		415,496
Washington State Housing Finance Commission (Rockwood Retirement Communities) Series 2014A 7.375%, 1/01/44(a)		100		109,167
				2,133,539
Total Municipal Obligations (cost $23,531,083)				24,075,237
CORPORATES – INVESTMENT GRADE – 4.0%
Industrial – 2.7%
Basic – 0.2%
Freeport-McMoRan, Inc. 2.30%, 11/14/17		65		65,289

18 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Communications - Media – 0.5%
Cox Communications, Inc. 5.50%, 10/01/15	$	65	$	66,278
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 2.40%, 3/15/17		60		61,056
				127,334
Consumer Cyclical - Automotive – 0.2%
Ford Motor Credit Co. LLC 5.625%, 9/15/15		50		50,866
Consumer Cyclical - Retailers – 0.2%
CVS Health Corp. 3.25%, 5/18/15		50		50,073
Consumer Non-Cyclical – 0.7%
Bunge Ltd. Finance Corp. 4.10%, 3/15/16		50		51,238
Kraft Foods Group, Inc. 1.625%, 6/04/15		60		60,052
Thermo Fisher Scientific, Inc. 3.20%, 5/01/15-3/01/16		70		70,391
				181,681
Energy – 0.2%
Kinder Morgan Energy Partners LP 3.50%, 3/01/16		50		51,001
Technology – 0.7%
Xerox Corp. 6.40%, 3/15/16		50		52,323
Hewlett-Packard Co. 2.65%, 6/01/16		60		61,099
KLA-Tencor Corp. 2.375%, 11/01/17		85		86,334
				199,756
				726,000
Financial Institutions – 1.3%
Banking – 0.7%
JPMorgan Chase & Co. 0.772%, 3/01/18(d)		120		119,964
Morgan Stanley 1.75%, 2/25/16		70		70,505
				190,469
Insurance – 0.2%
Prudential Financial, Inc. 4.75%, 9/17/15		50		50,750

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 19

Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
REITS – 0.4%
HCP, Inc. 3.75%, 2/01/16	$	50	$	51,016
Health Care REIT, Inc. 3.625%, 3/15/16		50		51,130
				102,146
Total Corporates – Investment Grade (cost $1,067,862)				1,069,365
ASSET-BACKED SECURITIES – 1.5%
Autos - Fixed Rate – 1.1%
Chrysler Capital Auto Receivables Trust Series 2014-BA, Class A2 0.69%, 9/15/17(a)		90		90,039
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17(a)		100		100,079
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18		100		99,949
				290,067
Credit Cards - Floating Rate – 0.4%
Cabela’s Credit Card Master Note Trust Series 2012-2A, Class A2 0.662%, 6/15/20(a)(d)		100		100,177
Total Asset-Backed Securities (cost $390,087)				390,244
COMMERCIAL MORTGAGE-BACKED SECURITY – 0.5%
Non-Agency Fixed Rate CMBS – 0.5%
WFRBS Commercial Mortgage Trust Series 2013-C16, Class A2 3.223%, 9/15/46 (cost $126,918)		121		126,805
	Shares
SHORT-TERM INVESTMENTS – 5.0%
Investment Companies – 5.0%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.10%(e)(f) (cost $1,314,346)		1,314,346		1,314,346
Total Investments – 102.7% (cost $26,430,296)				26,975,997
Other assets less liabilities – (2.7)%				(718,968	)
Net Assets – 100.0%			$	26,257,029

20 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio of Investments

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2015, the aggregate market value of these securities amounted to $988,045 or 3.8% of net assets.

(b) An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of April 30, 2015 and the aggregate market value of this security amounted to $117,477 or 0.45% of net assets.

(c) When-Issued or delayed delivery security.

(d) Floating Rate Security. Stated interest rate was in effect at April 30, 2015.

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

(f) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

As of April 30, 2015, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 2.6% and 0.0%, respectively.

Glossary:

AGM – Assured Guaranty Municipal

BA – Banker’s Acceptance

CMBS – Commercial Mortgage-Backed Securities

COP – Certificate of Participation

NATL – National Interstate Corporation

REIT – Real Estate Investment Trust

SRF – State Revolving Fund

See notes to financial statements.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 21

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

April 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $25,115,950)	$	25,661,651
Affiliated issuers (cost $1,314,346)		1,314,346
Receivable for capital stock sold		319,193
Interest receivable		279,132
Receivable due from Adviser		14,826
Total assets		27,589,148
Liabilities
Payable for capital stock redeemed		854,646
Payable for investment securities purchased		395,796
Dividends payable		14,768
Distribution fee payable		1,764
Transfer Agent fee payable		1,494
Accrued expenses		63,651
Total liabilities		1,332,119
Net Assets	$	26,257,029
Composition of Net Assets
Capital stock, at par	$	2,497
Additional paid-in capital		25,700,611
Undistributed net investment income		4,558
Accumulated net realized gain on investment transactions		3,662
Net unrealized appreciation on investments		545,701
	$	26,257,029

Net Asset Value Per Share—18 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	2,780,341		264,430	$	10.51	*
C	$	1,448,781		137,755	$	10.52
Advisor	$	22,027,907		2,094,646	$	10.52

* The maximum offering price per share for Class A shares was $10.84 which reflects a sales charge of 3.0%.

See notes to financial statements.

22 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2015 (unaudited)

Investment Income
Interest	$	262,452
Dividends—Affiliated issuers		810		$	263,262
Expenses
Advisory fee (see Note B)		54,631
Distribution fee—Class A		3,152
Distribution fee—Class C		4,807
Transfer agency—Class A		1,134
Transfer agency—Class C		456
Transfer agency—Advisor Class		9,012
Custodian		35,737
Administrative		26,176
Audit and tax		24,108
Registration fees		21,761
Printing		18,909
Legal		16,401
Amortization of offering expenses		15,066
Directors’ fees		7,066
Miscellaneous		1,992
Total expenses		240,408
Less: expenses waived and reimbursed by the Adviser (see Note B)		(172,353	)
Net expenses					68,055
Net investment income					195,207
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on investment transactions					3,927
Net change in unrealized appreciation/depreciation of investments					(42,768	)
Net loss on investment transactions					(38,841	)
Net Increase in Net Assets from Operations				$	156,366

See notes to financial statements.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 23

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2015 (unaudited)			December 11,  2013(a) to October 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	195,207		$	202,860
Net realized gain on investment transactions		3,927			21,853
Net change in unrealized appreciation/depreciation of investments		(42,768	)		588,469
Net increase in net assets from operations		156,366			813,182
Dividends and Distributions to Shareholders from
Net investment income
Class A		(18,539	)		(8,422	)
Class C		(3,961	)		(900	)
Advisor Class		(172,707	)		(193,956	)
Net realized gain on investment transactions
Class A		(2,414	)		– 0	–
Class C		(440	)		– 0	–
Advisor Class		(19,264	)		– 0	–
Capital Stock Transactions
Net increase		9,411,432			16,296,652
Total increase		9,350,473			16,906,556
Net Assets
Beginning of period		16,906,556			– 0	–
End of period (including undistributed net investment income of $4,558 and $4,558, respectively)	$	26,257,029		$	16,906,556

(a) Commencement of operations.

See notes to financial statements.

24 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

April 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Bond Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Bond Fund, Inc. The Fund, which is a Maryland corporation, operates as a series company comprised of nine portfolios currently in operation: the AB Intermediate Bond Portfolio, the AB Bond Inflation Strategy Portfolio, the AB Municipal Bond Inflation Strategy Portfolio, the AB All Market Real Return Portfolio (formerly AllianceBernstein Real Asset Strategy), the AB Limited Duration High Income Portfolio, the AB Government Reserves Portfolio, the AB Tax-Aware Fixed Income Portfolio, the AB Credit Long/Short Portfolio and the AB High Yield Portfolio. They are each diversified Portfolios, with the exception of the AB Credit Long/Short Portfolio and the AB High Yield Portfolio, which are non-diversified. The AB Credit Long/Short Portfolio commenced operations on May 7, 2014. The AB High Yield Portfolio commenced operations on July 15, 2014. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Tax-Aware Fixed Income Portfolio (the “Portfolio”). Prior to January 20, 2015, the Portfolio was known as AllianceBernstein Tax-Aware Fixed Income Portfolio. The Portfolio has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class 1 and Class 2 shares. Class B, Class 1 and Class 2 shares are not currently being offered. Class A shares are sold with a front-end sales charge of up to 3.0% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All six classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

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

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 25

Notes to Financial Statements

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to

26 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

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

• Level 1—quoted prices in active markets for identical investments

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

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

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

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 27

Notes to Financial Statements

instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of April 30, 2015:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Long-Term Municipal Bonds	$	– 0	–	$	22,576,870		$	1,498,367		$	24,075,237
Corporates – Investment Grade		– 0	–		1,069,365			– 0	–		1,069,365
Asset-Backed Securities		– 0	–		390,244			– 0	–		390,244
Commercial Mortgage-Backed Security		– 0	–		126,805			– 0	–		126,805
Short-Term Investments		1,314,346			– 0	–		– 0	–		1,314,346
Total Investments in Securities		1,314,346			24,163,284			1,498,367			26,975,997
Other Financial Instruments*		– 0	–		– 0	–		– 0	–		– 0	–
Total^	$	1,314,346		$	24,163,284		$	1,498,367		$	26,975,997

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

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

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

28 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

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

	Long-Term Municipal Bonds			Total
Balance as of 10/31/14	$	1,151,817		$	1,151,817
Accrued discounts/(premiums)		663			663
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		4,208			4,208
Purchases		341,679			341,679
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–
Balance as of 4/30/15	$	1,498,367		$	1,498,367
Net change in unrealized appreciation/depreciation from Investments held as of 4/30/15*	$	4,208		$	4,208

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of April 30, 2015 all Level 3 securities were priced by third party vendors or at cost, which approximates fair value.

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

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

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 29

Notes to Financial Statements

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

3. Currency Translation

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

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

4. Taxes

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

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

30 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $136,907 have been deferred and are being amortized on a straight line basis over a one year period starting from December 11, 2013 (commencement of the Portfolio’s operations).

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser a management fee at an annual rate of .50% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .80% (.85% prior to January 30, 2015), 1.55% and .55%, of average daily net assets for Class A, Class C and Advisor Class shares, respectively. Any fees waived and expenses borne by the Adviser are subject to repayment by the Portfolio until December 11, 2016. No repayment will be made that would cause the Fund’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Fund on or before December 11, 2014. The Expense Caps may not be terminated before January 30, 2016. For the six months ended April 30, 2015, such reimbursements/waivers amounted to $146,177.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 31

Notes to Financial Statements

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended April 30, 2015, the Adviser voluntarily agreed to waive such fees in the amount of $26,176.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $9,000 for the six months ended April 30, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Portfolio’s shares. The Distributor has advised the Portfolio that it has retained front-end sales charges of $40 from the sale of Class A shares and received $0 and $354 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended April 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended April 30, 2015 is as follows:

Market Value October 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value April 30, 2015 (000)		Dividend Income (000)
$    181	$	11,560	$	10,427	$	1,314	$	1

Brokerage commissions paid on investment transactions for the six months ended April 30, 2015 amounted to $0, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Portfolio has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Portfolio’s average daily net assets

32 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

attributable to Class A shares and 1% of the Portfolio’s average daily net assets attributable to Class C shares. Effective January 30, 2015, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Portfolio’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Portfolio in the amount of $8,342 for Class C shares. While such costs may be recovered from the Portfolio in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	10,390,933	$	616,189
U.S. government securities		843,227		1,684,476

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	642,863
Gross unrealized depreciation		(97,162	)
Net unrealized appreciation	$	545,701

1. Derivative Financial Instruments

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

The Portfolio did not engage in derivatives transactions for the six months ended April 30, 2015.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 33

Notes to Financial Statements

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended April 30, 2015 (unaudited)			December 11, 2013(a) to October 31, 2014			Six Months Ended April 30, 2015 (unaudited)			December 11, 2013(a) to October 31, 2014
Class A
Shares sold		78,877			186,230		$	836,686		$	1,934,806
Shares issued in reinvestment of dividends and distributions		789			153			8,323			1,594
Shares redeemed		(1,127	)		(492	)		(11,847	)		(5,039	)
Net increase		78,539			185,891		$	833,162		$	1,931,361
Class C
Shares sold		110,119			35,246		$	1,167,359		$	365,925
Shares issued in reinvestment of dividends and distributions		321			22			3,390			240
Shares redeemed		(7,729	)		(224	)		(81,421	)		(2,321	)
Net increase		102,711			35,044		$	1,089,328		$	363,844
Advisor Class
Shares sold		953,980			1,564,205		$	10,089,437		$	15,850,833
Shares issued in reinvestment of dividends and distributions		6,852			3,466			72,385			36,046
Shares redeemed		(253,041	)		(180,816	)		(2,672,880	)		(1,885,432	)
Net increase		707,791			1,386,855		$	7,488,942		$	14,001,447

^(a)  Commencement of operations.

34 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

At April 30, 2015, the Adviser owns approximately 36.23% of the Portfolio’s outstanding shares.

NOTE F

Risks Involved in Investing in the Portfolio

Municipal Market Risk and Concentration of Credit Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Portfolio’s investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. Recent adverse economic conditions have not affected the Portfolio’s investments or performance. To the extent that the Portfolio invests more of its assets in a particular state’s municipal securities, the Portfolio may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Portfolio’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

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

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

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price,

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 35

Notes to Financial Statements

and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Tax Risk—There is no guarantee that all of the Portfolio’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the net income received by shareholders from the Portfolio by increasing taxes on that income. In such event, the Portfolio’s NAV could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Portfolio shares as investors anticipate adverse effects on the Portfolio or seek higher yields to offset the potential loss of the tax deduction. As a result, the Portfolio would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Portfolio’s yield.

Duration Risk—Duration is the measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

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

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as

36 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended April 30, 2015.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending October 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal year ended October 31, 2014 was as follows:

	2014
Distributions paid from:
Ordinary income	$	5,493
Total taxable distributions		5,493
Tax-exempt distributions		197,785
Total distributions paid	$	203,278

As of October 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed tax-exempt income	$	35,046
Undistributed ordinary income		21,853
Unrealized appreciation/(depreciation)		587,777	(a)
Total accumulated earnings/(deficit)	$	644,676	(b)

^(a)  The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax treatment of Treasury inflation-protected securities.

^(b)  The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the amortization of offering costs and dividends payable.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 37

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of October 31, 2014, the Portfolio did not have any capital loss carryforwards.

NOTE I

Subsequent Event

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

38 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended April 30, 2015 (unaudited)			December 11, 2013(a) to October 31, 2014
Net asset value, beginning of period		$  10.51			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.08			.14
Net realized and unrealized gain on investment transactions		.01			.50
Net increase in net asset value from operations		.09			.64
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.13	)
Distributions from net realized gain on investment transactions		(.01	)		– 0	–
Total dividends and distributions		(.09	)		(.13	)
Net asset value, end of period		$  10.51			$  10.51
Total Return
Total investment return based on net asset value(d)		.92	%		6.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,780			$1,954
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^		.82	%		.85	%
Expenses, before waivers/reimbursements^		2.42	%		3.59	%
Net investment income(c)^		1.60	%		1.57	%
Portfolio turnover rate		11	%		42	%

See footnote summary on page 41.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 39

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended April 30, 2015 (unaudited)			December 11, 2013(a) to October 31, 2014
Net asset value, beginning of period		$  10.52			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.04			.07
Net realized and unrealized gain on investment transactions		.01			.52
Net increase in net asset value from operations		.05			.59
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.07	)
Distributions from net realized gain on investment transactions		(.01	)		– 0	–
Total dividends and distributions		(.05	)		(.07	)
Net asset value, end of period		$  10.52			$  10.52
Total Return
Total investment return based on net asset value(d)		.55	%		5.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,449			$369
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^		1.55	%		1.55	%
Expenses, before waivers/reimbursements^		3.00	%		4.33	%
Net investment income(c)^		.82	%		.82	%
Portfolio turnover rate		11	%		42	%

See footnote summary on page 41.

40 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended April 30, 2015 (unaudited)			December 11, 2013(a) to October 31, 2014
Net asset value, beginning of period		$  10.52			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.10			.16
Net realized and unrealized gain on investment transactions		.01			.52
Net increase in net asset value from operations		.11			.68
Less: Dividends and Distributions
Dividends from net investment income		(.10	)		(.16	)
Distributions from net realized gain on investment transactions		(.01	)		– 0	–
Total dividends and distributions		(.11	)		(.16	)
Net asset value, end of period		$  10.52			$  10.52
Total Return
Total investment return based on net asset value(d)		1.06	%		6.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$22,028			$14,584
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^		.55	%		.55	%
Expenses, before waivers/reimbursements^		2.13	%		3.82	%
Net investment income(c)^		1.86	%		1.76	%
Portfolio turnover rate		11	%		42	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

^ Annualized.

See notes to financial statements.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 41

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ William H. Foulk, Jr.⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Robert “Guy” B. Davidson III⁽²⁾, Vice President Jon P. Denfeld⁽²⁾, Vice President Terrance T. Hults⁽²⁾, Vice President Shawn E. Keegan⁽²⁾, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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

(2) The day-to-day management of, and investment decisions for, the Fund are made by its senior investment management team. Messrs. Davidson, Denfeld, Hults and Keegan are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

42 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Board of Directors

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Portfolio’s investment objective is to seek the highest available level of after-tax income, without assuming what the Adviser considers to be undue risk. The Portfolio invests principally in a national portfolio of both municipal and taxable fixed-income securities. Under normal circumstances, at least 80% of the Portfolio’s net assets is invested in fixed-income securities, and at least 65% of its total assets in securities exempt from federal income tax. The Portfolio may invest in tender option bonds and credit default swaps relating to municipal and taxable fixed income securities, as well as ETFs. The Portfolio’s average duration is in the 4-6 years range. The Adviser proposed the Barclays Municipal Bond Index to be the primary benchmark for the Portfolio. The Adviser expects Lipper, Inc. (“Lipper”) to place the Portfolio in its General & Insured Municipal Debt Fund category and Morningstar to place the Portfolio in its Intermediate Municipal Debt category.

The Senior Officer’s evaluation considered the following factors:

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

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

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

1 The information in the fee evaluation was completed on October 24, 2013 and discussed with the Board of Directors on November 5-7, 2013.

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

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 43

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

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

Portfolio	Advisory Fee
Tax-Aware Fixed Income Portfolio4	0.50% of average daily net assets

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Portfolio’s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the Portfolio

3 Jones v. Harris at 1427.

4 The advisory fee schedule for the Portfolio has a higher effective fee rate than the advisory fee schedule of the Low Risk and High Income categories, in which the Portfolio would have been categorized had the Adviser proposed to implement the NYAG related fee schedule. The advisory fee schedules for the Low Risk and High Income categories are as follows: 0.45% on the first $2.5 billion, 0.40% on the next $2.5 billion, 0.35% on the balance for the Low Income category and 0.50% on the first $2.5 billion, 0.45% on the next $2.5 billion and 0.40% on the balance for the High Income category.

44 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

commences operations. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the Portfolio’s offering expenses within a three year period after the Portfolio commences operations to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed their expense caps and that the aggregate reimbursements do not exceed the offering expenses.⁵

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking			Estimated Gross Expense Ratio6			Fiscal Year End
Tax-Aware Fixed Income Portfolio	Advisor Class A Class C Class 1 Class 2	0.50 0.85 1.50 0.60 0.50	%  %  %  %  %		0.67 0.97 1.67 0.77 0.67	%  %  %  %  %	To be determined

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities, make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although the Adviser will be reimbursed for providing such services. Managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if a fund is in net redemption, and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

5 Offering expenses consist principally of the legal, accounting and federal and states securities registration fees paid by the Portfolio.

6 The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 45

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁷ However, the Adviser has represented that there is no category in the Form ADV for institutional products that have a substantially similar investment style as the Portfolio.

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

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

Lipper, an analytical service that is not affiliated with the Adviser, compared the

fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at an initial asset level of $250 million, to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ and the Portfolio’s contractual management fee ranking.¹⁰

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

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

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

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

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

46 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

Portfolio	Contractual Management Fee (%)11		Lipper Exp. Group Median (%)		Rank
Tax Aware Fixed Income Portfolio		0.500		0.533		7/18

Lipper also compared the Portfolio’s projected total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹² The Portfolio’s total expense ratio ranking is also shown.

Portfolio	Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Tax Aware Fixed Income Portfolio		0.850		0.859		9/18		0.797		40/59

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

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

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

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps.

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

13 Projected total expense ratio information pertains to the Portfolio’s Class A shares.

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 47

referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates will provide transfer agent and distribution related services to the Portfolio and will receive transfer agent fees, Rule 12b-1 payments, front-end sales loads and contingent deferred sales charges (“CDSC”).

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser will disclose in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. In 2012, ABI paid approximately 0.05% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $19 million for distribution services and educational support (revenue sharing payments).

V. POSSIBLE ECONOMIES OF SCALE

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

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

expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

48 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $445 billion as of September 30, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history.

CONCLUSION:

Based on the factors discussed above, the Senior Officer’s conclusion is that the Investment Advisory Agreement for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s length in light of all the surrounding circumstances. The Senior Officer recommended that the Directors may want to consider discussing with the Adviser the addition of breakpoints to the Portfolio’s advisory fee schedule. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: December 5, 2013

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

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

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

AB TAX-AWARE FIXED INCOME PORTFOLIO  • 49

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

FIXED INCOME (continued)

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

2000 Retirement Strategy

2005 Retirement Strategy

2010 Retirement Strategy

2015 Retirement Strategy

2020 Retirement Strategy

2025 Retirement Strategy

2030 Retirement Strategy

2035 Retirement Strategy

2040 Retirement Strategy

2045 Retirement Strategy

2050 Retirement Strategy

2055 Retirement Strategy

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

50 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

AB Family of Funds

NOTES

AB TAX-AWARE FIXED INCOME PORTFOLIO   • 51

NOTES

52 •  AB TAX-AWARE FIXED INCOME PORTFOLIO

AB TAX-AWARE FIXED INCOME PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

TAFI-0152-0415                

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.

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

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

(Registrant): AB Bond Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	June 22, 2015

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

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	June 22, 2015

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	June 22, 2015