N-CSRS

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: 811-05088

THE AB PORTFOLIOS

(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: August 31, 2020

Date of reporting period: February 29, 2020

ITEM 1. REPORTS TO STOCKHOLDERS.

FEB^02.29.20

SEMI-ANNUAL REPORT

AB ALL MARKET TOTAL RETURN PORTFOLIO

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

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

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SEMI-ANNUAL REPORT

April 15, 2020

This report provides management’s discussion of fund performance for AB All Market Total Return Portfolio for the semi-annual reporting period ended February 29, 2020.

The Fund’s investment objective is to achieve the highest total return consistent with the Adviser’s determination of reasonable risk.

NAV RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	6 Months		12 Months
AB ALL MARKET TOTAL RETURN PORTFOLIO
Class A Shares		-0.60%		5.82%
Class C Shares		-0.92%		5.02%
Advisor Class Shares1		-0.47%		6.10%
Class R Shares1		-0.80%		5.32%
Class K Shares1		-0.63%		5.68%
Class I Shares1		-0.49%		6.02%
Primary Benchmark: MSCI ACWI (net)		1.13%		3.89%
Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		2.07%		10.22%

1 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.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), and the Bloomberg Barclays Global Aggregate Bond Index (USD hedged), for the six- and 12-month periods ended February 29, 2020.

All share classes of the Fund underperformed the primary benchmark for the six-month period, but outperformed for the 12-month period; during both periods, all share classes of the Fund underperformed the Bloomberg Barclays Global Aggregate Bond Index (USD hedged), before sales charges. Equity markets were volatile during both periods; the Fund’s more diversified approach, which balances exposures to equities, bonds, commodities and alternative strategies, outperformed the all-equity benchmark. For the six-month period, overall allocations within equities and alternative strategies detracted from absolute performance, while allo-

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cations within fixed-income assets contributed. Security selection within all three asset classes detracted.

During the 12-month period, overall allocations within fixed-income assets and alternative strategies contributed to absolute performance, while allocations to equities detracted. Security selection within all three asset classes detracted.

The Fund utilized derivatives for hedging and investment purposes in the form of futures, currency forwards, credit default swaps, interest rate swaps and inflation swaps, which contributed to absolute performance for both periods, while total return swaps, variance swaps and purchased swaptions detracted; purchased options and written options detracted for the six-month period, but contributed for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market equities rose modestly during the six-month period ended February 29, 2020, as the economic impact of the novel coronavirus, which causes the disease known as COVID-19, took a toll on global markets and pared back earlier double-digit gains. Equity markets experienced heightened volatility, and global economic weakness persisted throughout the early part of the period. The overall outlook for investors was balanced by a potential resolution to the US-China trade dispute and supportive monetary policy from the US Federal Reserve (the “Fed”) and global central banks, as well as improving economic data. The much-anticipated phase-one US-China trade accord and strong corporate earnings sparked a rally that sent global markets higher; however, the onset of COVID-19 touched off increased volatility as investors struggled to discern the severity of its impact. Markets rose to all-time highs in mid-February, buoyed by the belief that the fallout from the coronavirus outbreak would be short-lived. Early efforts to contain the virus proved ineffective and, as it spread across the globe, manufacturing production and worldwide supply chains suffered, causing markets to retract dramatically. Asian markets declined sharply, followed by other global markets, including the US. Emerging-market countries more closely tied to commodities, such as Brazil, Chile, Russia and South Africa, faced outsized pressure. For the most part, growth stocks continued to outperform value over the entire period, and large-cap stocks outperformed their small-cap peers.

Global fixed-income markets advanced over the six-month period. Long-dated developed-market treasuries were robust performers, given their interest-rate sensitivity, even as yields trended higher in September before beginning to fall in January. US interest rates fell near record lows in February as COVID-19 impacted trade and market expectations, which drove oil prices sharply lower. Investment-grade corporate bonds outperformed in the US and globally, along with global high-yield bonds and

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securitized assets, while US high-yield and emerging-market sovereigns posted positive results but trailed the overall global fixed-income market. The Fed lowered interest rates two times during the period and increased its balance sheet to manage liquidity in the repurchase-agreement market. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing. The Bank of Japan issued guidance for the continuation of low rates, and the Japanese government implemented a significant fiscal stimulus program in December. China announced substantive monetary and fiscal measures to combat the economic impact from the coronavirus, while central bankers and governments signaled more monetary and fiscal measures to boost economic growth in the wake of declining trade, disrupted supply chains and resulting industry headwinds.

The Fund’s Senior Investment Management Team (the “Team”) strives to provide the highest total return consistent with reasonable risk. The Team’s global multi-asset strategy focuses on growth and defensively managing market volatility. The Team utilizes a rigorous quantitative research toolset with fundamental expertise across all regions and markets.

INVESTMENT POLICIES

The Adviser allocates the Fund’s investments primarily among a number of asset classes, including equity securities, fixed-income securities, and a number of alternative asset classes and alternative investment strategies. The Fund pursues a global strategy, typically investing in securities of issuers located in the United States and in other countries throughout the world, including emerging-market countries. Under normal circumstances, at least 40% of the Fund’s net assets will be invested in securities of non-US issuers.

The Fund’s investments in equity securities of issuers consist primarily of securities of large-capitalization companies, but include securities of small- and mid-capitalization companies to a lesser extent, and include derivatives related to equity securities. In selecting equity securities for the Fund, the Adviser uses fundamental and quantitative analysis with the goal of generating returns primarily from security selection rather than price movements in equity securities generally. Fixed-income securities include corporate and sovereign debt securities as well as interest rate derivatives and credit derivatives such as credit default swaps. Fixed-income securities also include debt securities with lower credit ratings (commonly known as “junk bonds”). In selecting fixed-income securities for the Fund, the Adviser attempts to take advantage of inefficiencies that it believes exist in the global fixed-income markets.

These inefficiencies arise from investor behavior, market complexity and the investment limitations to which investors are subject.

(continued on next page)

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Alternative investments include various instruments the returns on which are expected to have low correlation with returns on equity and fixed-income securities, such as commodities and related derivatives, real estate-related securities and inflation-indexed securities. Alternative investment strategies that may be pursued by the Fund directly or indirectly through investment in other registered investment companies include (i) long/short equity strategies through which the Fund takes long positions in certain securities in the expectation that they will increase in value and takes short positions in other securities in the expectation that they will decrease in value; (ii) strategies that consider macroeconomic and technical factors to identify and exploit opportunities across global asset classes; and (iii) event-driven strategies that invest in the securities of companies that are expected to become the subject of major corporate events and companies in which an active role in company management has been taken or sought by a third-party investor.

The Adviser adjusts the Fund’s asset class exposure utilizing both fundamental analysis and the Adviser’s Dynamic Asset Allocation (“DAA”) approach. DAA comprises a series of analytical and forecasting tools employed by the Adviser to gauge fluctuations in the risk/return profile of various asset classes. DAA seeks to adjust the Fund’s investment exposure in changing market conditions and thereby reduce overall portfolio volatility by mitigating the effects of market fluctuations, while preserving consistent long-term return potential. For example, the Adviser may seek to reduce the Fund’s risk exposure to one or more assets classes when DAA suggests that market risks relevant to those asset classes are rising but return opportunities are declining. In addition to merely increasing or decreasing asset class exposure by buying or selling securities of that asset class, the Adviser may pursue DAA implementation for the Fund by utilizing derivatives.

The Adviser intends to utilize a variety of derivatives in its management of the Fund. As noted above, the Adviser may use derivatives to gain exposure to various asset classes, and may cause the Fund to enter into derivatives in making the adjustments called for by DAA. As a result of the use of derivatives, the Fund will frequently be leveraged, with net investment exposure substantially in excess of net assets.

While the Fund may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments, the Adviser expects that the Fund seeks to gain such exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly-owned subsidiary of the

(continued on next page)

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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 commodities-related instruments. The Fund is 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 total 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.

Currency exchange rate fluctuations can have a dramatic impact on returns. The Fund’s foreign currency exposures will come from investment in securities priced or denominated in foreign currencies and from direct holdings in foreign currencies and currency-related derivatives. The Adviser may seek to hedge all or a portion of the currency exposure resulting from Fund investments or decide not to hedge this exposure. The Adviser may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. The Bloomberg Barclays Global Aggregate Bond Index (USD hedged) represents the performance of global investment-grade developed fixed-income markets, hedged to the US dollar. 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. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. 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 market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Allocation Risk: The allocation of investments among different investment styles, such as equity or debt, growth or value, US or non-US securities, or diversification strategies, may have a more significant effect on the Fund’s

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DISCLOSURES AND RISKS (continued)

net asset value (“NAV”) when one of these investments is performing more poorly than another.

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

High-Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

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.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade 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.

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.

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DISCLOSURES AND RISKS (continued)

Alternative Investments Risk: Many alternative investments can be volatile and may be illiquid. Their performance may have little correlation with the performance of equity or fixed-income markets, and they may not perform in accordance with expectations.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

Leverage Risk: To the extent the Fund uses leveraging techniques, its 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.

Commodity Risk: Investing in commodities and commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by 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.

Subsidiary Risk: By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary. 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 the 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. In addition, changes in federal tax laws applicable to the Fund or interpretations thereof could limit the Fund’s ability to gain exposure to commodities investments through investments in the Subsidiary.

Short Sale Risk: The Fund is subject to short sale risk because it may engage in short sales either directly or indirectly through investment in the

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DISCLOSURES AND RISKS (continued)

Underlying Portfolio. Short sales involve the risk that the Fund or Underlying Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which it sold the 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 or Underlying Portfolio’s investment in the security, because the price of the security cannot fall below zero. The Fund or Underlying Portfolio may not always be able to close out a short position on favorable terms.

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 for the Fund, 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 as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to April 24, 2017 is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

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.

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		5.82%		1.34%
5 Years		3.28%		2.39%
10 Years		5.80%		5.34%
CLASS C SHARES
1 Year		5.02%		4.02%
5 Years		2.52%		2.52%
10 Years		5.03%		5.03%
ADVISOR CLASS SHARES1
1 Year		6.10%		6.10%
5 Years		3.55%		3.55%
10 Years		6.09%		6.09%
CLASS R SHARES1
1 Year		5.32%		5.32%
5 Years		2.86%		2.86%
10 Years		5.38%		5.38%
CLASS K SHARES1
1 Year		5.68%		5.68%
5 Years		3.18%		3.18%
10 Years		5.72%		5.72%
CLASS I SHARES1
1 Year		6.02%		6.02%
5 Years		3.52%		3.52%
10 Years		6.06%		6.06%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.10%, 1.85%, 0.85%, 1.51%, 1.20% and 0.87% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. 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.

1 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.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-14.26%
5 Years		-0.55%
10 Years		3.27%
CLASS C SHARES
1 Year		-12.02%
5 Years		-0.44%
10 Years		2.96%
ADVISOR CLASS SHARES1
1 Year		-10.23%
5 Years		0.57%
10 Years		4.00%
CLASS R SHARES1
1 Year		-10.84%
5 Years		-0.10%
10 Years		3.31%
CLASS K SHARES1
1 Year		-10.54%
5 Years		0.21%
10 Years		3.65%
CLASS I SHARES1
1 Year		-10.21%
5 Years		0.54%
10 Years		3.98%

1 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.

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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.

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EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2019		Ending Account Value February 29, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	994.00	$	5.11		1.03	%	$	5.21		1.05	%
Hypothetical**	$	1,000	$	1,019.74	$	5.17		1.03	%	$	5.27		1.05	%
Class C
Actual	$	1,000	$	990.80	$	8.81		1.78	%	$	8.91		1.80	%
Hypothetical**	$	1,000	$	1,016.01	$	8.92		1.78	%	$	9.02		1.80	%
Advisor Class
Actual	$	1,000	$	995.30	$	3.87		0.78	%	$	3.97		0.80	%
Hypothetical**	$	1,000	$	1,020.98	$	3.92		0.78	%	$	4.02		0.80	%
Class R
Actual	$	1,000	$	992.00	$	7.13		1.44	%	$	7.23		1.46	%
Hypothetical**	$	1,000	$	1,017.70	$	7.22		1.44	%	$	7.33		1.46	%
Class K
Actual	$	1,000	$	993.70	$	5.60		1.13	%	$	5.70		1.15	%
Hypothetical**	$	1,000	$	1,019.24	$	5.67		1.13	%	$	5.77		1.15	%
Class I
Actual	$	1,000	$	995.10	$	3.97		0.80	%	$	4.07		0.82	%
Hypothetical**	$	1,000	$	1,020.89	$	4.02		0.80	%	$	4.12		0.82	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

14    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

PORTFOLIO SUMMARY

February 29, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $673.7

1 All data are as of February 29, 2020. The Fund’s security type and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 0.5% or less in the following: Angola, Argentina, Australia, Bahrain, Belgium, Bermuda, Cameroon, Cayman Islands, Chile, Colombia, Costa Rica, Denmark, Dominican Republic, Ecuador, Egypt, El Salvador, Finland, Gabon, Ghana, Honduras, Hong Kong, Indonesia, Ireland, Italy, Ivory Coast, Jamaica, Kenya, Kuwait, Lebanon, Macau, Malaysia, Mexico, Mongolia, Nigeria, Norway, Oman, Peru, Philippines, Russia, Senegal, South Africa, South Korea, Spain, Sri Lanka, Sweden, Taiwan, Thailand, Trinidad & Tobago, Turkey, Ukraine, Venezuela and Zambia.

2 “Other” represents less than 0.1% weightings in the following security types: Commercial Mortgage-Backed Securities, Local Governments–US Municipal Bonds, Mortgage Pass-Throughs, Preferred Stocks, Quasi-Sovereigns and Warrants.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    15

CONSOLIDATED PORTFOLIO OF INVESTMENTS

February 29, 2020 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 52.2%
Information Technology – 11.4%
Communications Equipment – 0.3%
Acacia Communications, Inc.(a)		31,441	$	2,154,023
Electronic Equipment, Instruments & Components – 1.7%
Amphenol Corp. – Class A		45,952		4,212,879
CDW Corp./DE		19,010		2,171,322
Fitbit, Inc. – Class A(a)(b)		215,703		1,378,342
Hitachi Ltd.		7,500		250,470
Ingenico Group SA		5,449		776,642
IPG Photonics Corp.(a)		5,931		757,033
KEMET Corp.		70,843		1,847,586
				11,394,274
IT Services – 3.0%
Accenture PLC – Class A		4,326		781,232
Akamai Technologies, Inc.(a)		5,845		505,651
Amadeus IT Group SA – Class A		9,210		652,907
Atos SE		3,920		294,931
Automatic Data Processing, Inc.		17,662		2,733,018
Booz Allen Hamilton Holding Corp.		12,936		922,337
Capgemini SE		5,880		651,605
CGI, Inc.(a)		4,060		285,266
Cognizant Technology Solutions Corp. – Class A		41,437		2,524,756
Fidelity National Information Services, Inc.		4,800		670,656
Mastercard, Inc. – Class A		23,972		6,957,873
Paychex, Inc.		15,910		1,232,707
Visa, Inc. – Class A		12,186		2,214,928
				20,427,867
Semiconductors & Semiconductor Equipment – 1.0%
Cypress Semiconductor Corp.		96,007		2,216,802
Intel Corp.		19,208		1,066,428
Lam Research Corp.		2,130		625,006
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		26,640		1,434,297
Texas Instruments, Inc.		10,223		1,166,853
				6,509,386
Software – 4.2%
Avaya Holdings Corp.(a)		8,861		114,839
Cadence Design Systems, Inc.(a)		9,288		614,308
Check Point Software Technologies Ltd.(a)		9,450		980,910
Citrix Systems, Inc.		12,210		1,262,392
Constellation Software, Inc./Canada		1,443		1,470,070

16    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Fortinet, Inc.(a)		6,562	$	669,718
Microsoft Corp.		90,111		14,598,884
Monitronics International, Inc.(a)		2,230		18,977
Monitronics International, Inc.(a)(c)(d)(e)		2,239		18,330
Nice Ltd.(a)		5,831		953,758
NortonLifeLock, Inc.		26,960		513,049
Oracle Corp.		45,820		2,266,257
Oracle Corp. Japan		12,400		966,540
RIB Software SE		17,940		582,368
ServiceNow, Inc.(a)		2,690		877,182
Synopsys, Inc.(a)		4,810		663,443
TiVo Corp.		48,632		368,144
Trend Micro, Inc./Japan		31,800		1,578,146
				28,517,315
Technology Hardware, Storage & Peripherals – 1.2%
Apple, Inc.		15,009		4,102,861
Hewlett Packard Enterprise Co.		31,790		406,594
HP, Inc.		35,970		747,816
Samsung Electronics Co., Ltd.		48,485		2,182,375
Seagate Technology PLC		11,420		547,589
				7,987,235
				76,990,100
Financials – 8.1%
Banks – 3.0%
Banco do Brasil SA		11,200		117,362
Bank Leumi Le–Israel BM		208,970		1,350,761
Bank of Communications Co., Ltd. – Class A		185,800		139,283
Bank of Nanjing Co., Ltd.		48,400		54,439
Carolina Financial Corp.		38,607		1,250,867
CenterState Bank Corp.		13,108		265,175
China Everbright Bank Co., Ltd.		239,180		130,560
China Minsheng Banking Corp., Ltd. – Class H		217,500		148,847
Chongqing Rural Commercial Bank Co., Ltd. – Class H		67,000		30,614
CIT Group, Inc.		12,880		511,465
Citigroup, Inc.		18,587		1,179,531
Credicorp Ltd.		3,160		572,813
DBS Group Holdings Ltd.		132,600		2,318,405
DNB ASA		24,397		408,633
Grupo Financiero Banorte SAB de CV – Class O		24,735		135,243
IBERIABANK Corp.		29,945		1,802,389
JPMorgan Chase & Co.		14,117		1,639,125

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    17

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Jyske Bank A/S(a)(b)		41,240	$	1,420,340
KBC Group NV		15,810		1,053,364
PNC Financial Services Group, Inc. (The)		8,350		1,055,440
Royal Bank of Canada		13,200		981,653
Texas Capital Bancshares, Inc.(a)		14,401		677,999
Toronto–Dominion Bank (The)		17,029		875,904
Wells Fargo & Co.		42,042		1,717,416
				19,837,628
Capital Markets – 3.0%
BlackRock, Inc. – Class A		1,609		744,983
Charles Schwab Corp. (The)		107,934		4,398,311
China Cinda Asset Management Co., Ltd. – Class H		704,000		149,286
CI Financial Corp.		10,080		167,393
CME Group, Inc. – Class A		10,216		2,031,145
E*TRADE Financial Corp.		34,559		1,582,111
Franklin Resources, Inc.		18,318		398,600
Goldman Sachs Group, Inc. (The)		2,939		590,063
Japan Exchange Group, Inc.(b)		30,200		504,976
Julius Baer Group Ltd.(a)		51,630		2,171,975
Korea Investment Holdings Co., Ltd.(a)		2,092		109,101
Legg Mason, Inc.		22,710		1,131,412
Moody’s Corp.		1,730		415,252
NH Investment & Securities Co., Ltd.(a)		13,370		111,322
Partners Group Holding AG		1,140		989,316
S&P Global, Inc.		5,443		1,447,349
Singapore Exchange Ltd.		249,900		1,543,150
TD Ameritrade Holding Corp.		42,535		1,796,253
				20,281,998
Consumer Finance – 0.1%
Ally Financial, Inc.		20,619		516,918
Samsung Card Co., Ltd.		4,880		135,411
				652,329
Diversified Financial Services – 0.6%
Berkshire Hathaway, Inc. – Class B(a)		15,484		3,194,969
Far East Horizon Ltd.		141,000		125,041
Investor AB – Class B		755		37,817
Pargesa Holding SA		7,071		521,244
Voya Financial, Inc.		4,798		252,567
				4,131,638
Insurance – 1.3%
Admiral Group PLC		25,960		712,502
Aegon NV		63,374		215,718
American Financial Group, Inc./OH		9,570		884,459
BB Seguridade Participacoes SA		17,900		127,488

18    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Fidelity National Financial, Inc.		20,148	$	780,936
Gjensidige Forsikring ASA		11,257		228,782
iA Financial Corp., Inc.		6,230		296,543
Japan Post Holdings Co., Ltd.		21,400		185,974
Manulife Financial Corp.		17,473		293,679
MetLife, Inc.		6,172		263,668
PICC Property & Casualty Co., Ltd. – Class H		670,000		708,510
Porto Seguro SA		10,500		143,181
Poste Italiane SpA(f)		7,520		80,559
Progressive Corp. (The)		11,800		863,288
Prudential Financial, Inc.		1,048		79,072
Reinsurance Group of America, Inc. – Class A		4,270		521,068
RenaissanceRe Holdings Ltd.		3,310		564,024
Sampo Oyj – Class A		19,250		786,593
Swiss Re AG		4,560		433,795
Zurich Insurance Group AG		2,090		809,314
				8,979,153
Thrifts & Mortgage Finance – 0.1%
Essent Group Ltd.		17,240		752,353
				54,635,099
Consumer Discretionary – 8.1%
Auto Components – 0.6%
Aptiv PLC		37,256		2,910,066
ATD New Holdings, Inc.(a)(c)(d)		2,609		60,659
Delphi Technologies PLC(a)		73,299		1,034,982
Faurecia SE		2,201		100,646
Magna International, Inc. – Class A (Canada)		5,500		250,322
				4,356,675
Automobiles – 0.2%
Fiat Chrysler Automobiles NV		77,028		970,601
Hyundai Motor Co.		1,284		122,655
Nissan Motor Co., Ltd.		26,900		115,289
				1,208,545
Diversified Consumer Services – 0.6%
H&R Block, Inc.(b)		22,567		466,460
Service Corp. International/US		69,868		3,338,992
				3,805,452
Hotels, Restaurants & Leisure – 2.2%
Accor SA		40,211		1,462,587
Aristocrat Leisure Ltd.		57,780		1,267,345
Caesars Entertainment Corp.(a)		182,284		2,316,829
Compass Group PLC		47,197		1,039,865
eDreams ODIGEO SA(a)		29,487		123,392
Las Vegas Sands Corp.		32,362		1,887,028
Marriott International, Inc./MD – Class A		9,395		1,164,980

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    19

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
McDonald’s Corp.		4,690	$	910,657
Starbucks Corp.		9,100		713,713
Stars Group, Inc. (The)(a)		92,875		2,131,481
Transat AT, Inc.(a)		77,327		853,780
Yum China Holdings, Inc.		13,760		602,551
				14,474,208
Household Durables – 0.2%
Coway Co., Ltd.		2,160		123,120
DR Horton, Inc.		3,290		175,258
Hovnanian Enterprises, Inc. – Class A(a)(b)		318		7,871
Lennar Corp. – Class A		9,500		573,230
NVR, Inc.(a)		180		660,092
Taylor Wimpey PLC		43,010		113,571
				1,653,142
Internet & Direct Marketing Retail – 0.9%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		2,730		567,840
Amazon.com, Inc.(a)		854		1,608,723
Booking Holdings, Inc.(a)		210		356,089
eBay, Inc.(b)		16,913		585,866
Naspers Ltd. – Class N		13,261		2,073,437
Prosus NV(a)		11,336		792,725
				5,984,680
Media – 0.3%
Cineplex, Inc.(b)		72,034		1,770,461
Multiline Retail – 0.2%
Dollar General Corp.		7,920		1,190,376
Next PLC		5,569		438,927
				1,629,303
Specialty Retail – 2.1%
AutoZone, Inc.(a)		1,090		1,125,436
GrandVision NV(b)(f)		55,244		1,679,572
Home Depot, Inc. (The)		4,741		1,032,779
O’Reilly Automotive, Inc.(a)		300		110,616
Ross Stores, Inc.		13,217		1,437,745
Tiffany & Co.		17,004		2,271,564
TJX Cos., Inc. (The)		58,134		3,476,413
Ulta Salon Cosmetics & Fragrance, Inc.(a)		11,741		3,018,494
				14,152,619
Textiles, Apparel & Luxury Goods – 0.8%
adidas AG		5,410		1,523,176
Deckers Outdoor Corp.(a)		6,900		1,199,220
NIKE, Inc. – Class B		16,967		1,516,511
Samsonite International SA(f)		616,800		1,086,165
				5,325,072
				54,360,157

20    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care – 7.4%
Biotechnology – 0.6%
Amgen, Inc.		3,023	$	603,784
Exact Sciences Corp.(a)(b)		4,060		328,657
Gilead Sciences, Inc.		16,297		1,130,360
Ra Pharmaceuticals, Inc.(a)		37,161		1,737,648
Vertex Pharmaceuticals, Inc.(a)		2,535		567,916
				4,368,365
Health Care Equipment & Supplies – 1.7%
Abbott Laboratories		67,357		5,188,510
Baxter International, Inc.		8,774		732,366
Koninklijke Philips NV		36,432		1,560,171
Medtronic PLC		8,123		817,742
ResMed, Inc.		1,612		256,244
STERIS PLC		1,050		166,551
Stryker Corp.		2,381		453,795
Wright Medical Group NV(a)		75,117		2,272,289
				11,447,668
Health Care Providers & Services – 1.1%
Anthem, Inc.		15,957		4,102,385
Galenica AG(a)(f)		12,170		822,909
Henry Schein, Inc.(a)		20,004		1,219,044
Sinopharm Group Co., Ltd. – Class H		37,600		118,123
UnitedHealth Group, Inc.		5,140		1,310,494
				7,572,955
Health Care Technology – 0.1%
Cerner Corp.		9,790		678,153
Life Sciences Tools & Services – 0.8%
Agilent Technologies, Inc.		7,668		590,973
IQVIA Holdings, Inc.(a)		32,778		4,572,203
				5,163,176
Pharmaceuticals – 3.1%
Allergan PLC		11,467		2,186,413
Astellas Pharma, Inc.		56,100		879,267
Bristol–Myers Squibb Co.		15,510		916,021
Eli Lilly & Co.		1,530		192,979
GlaxoSmithKline PLC		49,800		1,004,932
Horizon Therapeutics PLC(a)		1,435		49,106
Johnson & Johnson		21,295		2,863,751
Merck & Co., Inc.		30,550		2,338,908
Novo Nordisk A/S – Class B		17,330		1,015,346
Roche Holding AG		12,904		4,149,070
Sanofi		9,362		873,154

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    21

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Zoetis, Inc.		30,816	$	4,105,616
				20,574,563
				49,804,880
Industrials – 5.3%
Aerospace & Defense – 0.4%
Airbus SE		3,220		388,649
Arconic, Inc.		22,043		646,962
Korea Aerospace Industries Ltd.(a)		4,340		92,797
L3Harris Technologies, Inc.		6,030		1,192,312
MTU Aero Engines AG		1,770		437,938
				2,758,658
Air Freight & Logistics – 0.3%
CH Robinson Worldwide, Inc.		22,791		1,570,300
Hyundai Glovis Co., Ltd.		1,098		112,007
Kuehne & Nagel International AG		2,240		327,894
ZTO Express Cayman, Inc. (ADR)		10,139		237,861
				2,248,062
Airlines – 0.1%
Qantas Airways Ltd.		223,900		818,916
Building Products – 0.5%
Allegion PLC		21,761		2,502,297
Johnson Controls International PLC		15,550		568,664
				3,070,961
Commercial Services & Supplies – 1.4%
Advanced Disposal Services, Inc.(a)		65,728		2,172,968
Copart, Inc.(a)		7,894		666,885
Secom Co., Ltd.		35,300		2,799,494
Stericycle, Inc.(a)(b)		67,724		3,889,389
				9,528,736
Construction & Engineering – 0.0%
WillScot Corp.(a)		1,235		21,662
Consumer Cyclical – Automotive – 0.0%
Exide Technologies(a)(c)(d)(e)		48,846		40,542
Exide Technologies/Old(a)(c)(d)(e)		1,244		1,033
				41,575
Electrical Equipment – 0.0%
Fangda Carbon New Material Co., Ltd. – Class A(a)		82,800		121,075
Industrial Conglomerates – 0.4%
3M Co.		16,218		2,420,374
CITIC Ltd.		114,000		128,707
Toshiba Corp.(b)		8,100		219,233
				2,768,314

22    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Machinery – 0.6%
Dover Corp.		8,253	$	847,913
Mitsubishi Heavy Industries Ltd.		5,000		157,987
PACCAR, Inc.		8,556		572,396
Volvo AB – Class B		25,256		396,435
WABCO Holdings, Inc.(a)		15,956		2,155,656
				4,130,387
Marine – 0.0%
MISC Bhd		20,500		37,323
Professional Services – 1.2%
Experian PLC		30,720		1,022,481
ManpowerGroup, Inc.		2,884		219,011
RELX PLC		97,141		2,337,086
Thomson Reuters Corp.		4,157		308,806
Verisk Analytics, Inc. – Class A		20,205		3,133,997
Wolters Kluwer NV		15,680		1,147,995
				8,169,376
Road & Rail – 0.0%
Nippon Express Co., Ltd.		4,100		196,635
Trading Companies & Distributors – 0.2%
AerCap Holdings NV(a)		3,113		162,125
Aircastle Ltd.		23,516		748,985
Emeco Holdings Ltd.(a)(b)		4,397		5,544
Xiamen C & D, Inc.		116,200		128,752
				1,045,406
Transportation Infrastructure – 0.2%
Aena SME SA(f)		740		119,190
Flughafen Zurich AG		3,759		570,118
International Container Terminal Services, Inc.		49,780		104,635
Westports Holdings Bhd		146,800		121,156
				915,099
				35,872,185
Communication Services – 4.2%
Diversified Telecommunication Services – 1.0%
Comcast Corp. – Class A		90,274		3,649,778
Elisa Oyj		1,340		77,186
HKT Trust & HKT Ltd. – Class SS		512,000		770,889
Nippon Telegraph & Telephone Corp.		44,800		1,045,173
Telenor ASA		16,855		273,075
Verizon Communications, Inc.		16,035		868,456
				6,684,557

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    23

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Entertainment – 0.3%
Daiichikosho Co., Ltd.		8,300	$	339,327
Live Nation Entertainment, Inc.(a)		3,525		214,214
Nintendo Co., Ltd.		3,800		1,273,890
				1,827,431
Interactive Media & Services – 2.0%
Alphabet, Inc. – Class A(a)		666		891,940
Alphabet, Inc. – Class C(a)		5,880		7,875,260
Auto Trader Group PLC(f)		174,770		1,176,822
Facebook, Inc. – Class A(a)		20,000		3,849,401
				13,793,423
Media – 0.1%
Charter Communications, Inc. – Class A(a)		193		95,182
Clear Channel Outdoor Holdings, Inc.(a)		12,473		25,819
DISH Network Corp. – Class A(a)		609		20,414
iHeartMedia, Inc. – Class A(a)(b)(d)		288		4,352
Informa PLC		43,580		385,701
				531,468
Wireless Telecommunication Services – 0.8%
Advanced Info Service PCL		20,700		131,199
China Mobile Ltd.		136,000		1,082,371
DiGi.Com Bhd		78,400		78,171
Globe Telecom, Inc.		3,280		114,470
KDDI Corp.		55,000		1,553,946
PLDT, Inc.		6,210		120,746
SoftBank Group Corp.		43,000		1,997,706
Sprint Corp.(a)		32,024		294,301
T–Mobile US, Inc.(a)		640		57,703
				5,430,613
				28,267,492
Consumer Staples – 2.9%
Beverages – 0.4%
Asahi Group Holdings Ltd.		5,000		191,388
Coca-Cola Bottlers Japan Holdings, Inc.(b)		5,300		122,240
Coca-Cola European Partners PLC		11,393		580,587
PepsiCo, Inc.		12,759		1,684,571
				2,578,786
Food & Staples Retailing – 0.7%
Casino Guichard Perrachon SA(b)		7,322		284,445
Koninklijke Ahold Delhaize NV		51,940		1,213,436
Metro, Inc./CN		3,718		144,814
Southeastern Grocers, Inc. Npv(a)(c)(d)(e)		2,013		60,390
Sysco Corp.		16,970		1,131,050
Walmart, Inc.		13,810		1,487,061
				4,321,196

24    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Food Products – 0.7%
Ajinomoto Co., Inc.		14,000	$	234,878
Danone SA		15,107		1,066,229
General Mills, Inc.		520		25,480
Hershey Co. (The)		730		105,113
Kellogg Co.		8,900		538,183
Morinaga & Co., Ltd./Japan		14,300		567,659
Nestle Malaysia Bhd		4,100		140,096
Nestle SA		6,280		646,248
NH Foods Ltd.		6,000		226,050
Salmar ASA		24,220		1,094,571
Tyson Foods, Inc. – Class A		3,331		225,942
				4,870,449
Household Products – 0.6%
Kimberly–Clark Corp.		4,220		553,622
Kimberly–Clark de Mexico SAB de CV – Class A		72,310		137,655
Procter & Gamble Co. (The)		21,749		2,462,639
Reckitt Benckiser Group PLC		15,610		1,153,467
				4,307,383
Personal Products – 0.3%
L’Oreal SA		3,478		934,832
Pola Orbis Holdings, Inc.		10,800		205,563
Unilever PLC		20,313		1,092,024
				2,232,419
Tobacco – 0.2%
KT&G Corp.		1,630		113,408
Philip Morris International, Inc.		14,796		1,211,348
				1,324,756
				19,634,989
Materials – 1.9%
Chemicals – 1.3%
Akzo Nobel NV		3,910		312,841
BASF SE		8,015		474,361
International Flavors & Fragrances, Inc.(b)		46,700		5,593,726
Mitsubishi Chemical Holdings Corp.		29,300		195,881
Nitto Denko Corp.		3,300		164,088
OMNOVA Solutions, Inc.(a)		132,898		1,343,599
PhosAgro PJSC (GDR)(f)		33,949		373,778
Sinopec Shanghai Petrochemical Co., Ltd.		196,390		113,023
Sumitomo Chemical Co., Ltd.		52,300		190,581
				8,761,878
Containers & Packaging – 0.1%
Avery Dennison Corp.		4,850		555,276
Westrock Co.		16		532
				555,808

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    25

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Metals & Mining – 0.4%
Artsonig Pty Ltd.(c)(d)(e)		51,133	$	– 0	–
Constellium SE(a)		4,470		55,428
Continental Gold, Inc.(a)		365,630		1,492,757
Evraz PLC		66,755		285,067
Fortescue Metals Group Ltd.		43,582		291,100
Kirkland Lake Gold Ltd.		5,432		175,192
Neenah Enterprises, Inc.(a)(c)(d)(e)		10,896		– 0	–
Southern Copper Corp.		15,500		521,575
				2,821,119
Paper & Forest Products – 0.1%
Mondi PLC		24,388		495,311
				12,634,116
Energy – 1.2%
Oil, Gas & Consumable Fuels – 1.2%
Battalion Oil Corp.(a)		1		7
Berry Petroleum Corp.		9,850		62,745
CHC Group LLC(a)(g)		2,966		742
Chevron Corp.		5,757		537,358
Exxon Mobil Corp.		2,792		143,620
HollyFrontier Corp.		8,360		281,565
Inpex Corp.		21,600		190,108
K2016470219 South Africa Ltd. – Series A(c)(d)(e)		465,862		– 0	–
K2016470219 South Africa Ltd. – Series B(c)(d)(e)		73,623		– 0	–
LUKOIL PJSC (Sponsored ADR)		12,409		1,071,393
Marathon Petroleum Corp.		42,749		2,027,158
Paragon Litigation – Class A(c)(d)		649		97
Paragon Litigation – Class B(c)(d)		974		14,773
Phillips 66		4,440		332,378
PTT Exploration & Production PCL		33,000		110,854
Royal Dutch Shell PLC – Class B		100,521		2,178,815
Tervita Corp.(a)		29,494		152,716
TOTAL SA		9,774		422,455
Valero Energy Corp.		4,050		268,313
Vantage Drilling International(a)(d)		573		12,606
Yanzhou Coal Mining Co., Ltd. – Class H		136,000		104,510
				7,912,213
Real Estate – 0.9%
Equity Real Estate Investment Trusts (REITs) – 0.5%
Fibra Uno Administracion SA de CV		102,911		155,859
Host Hotels & Resorts, Inc.		37,017		536,006
Japan Retail Fund Investment Corp.(b)		98		185,780
Nippon Building Fund, Inc.		113		844,817

26    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Taubman Centers, Inc.		26,681	$	1,389,013
Vornado Realty Trust		10,133		542,926
				3,654,401
Real Estate Management & Development – 0.4%
Agile Group Holdings Ltd.		98,000		140,116
CBRE Group, Inc. – Class A(a)		27,541		1,546,152
Guangzhou R&F Properties Co., Ltd. – Class H		72,400		114,151
Nomura Real Estate Holdings, Inc.		11,600		250,278
Vonovia SE		11,780		637,393
				2,688,090
				6,342,491
Utilities – 0.8%
Electric Utilities – 0.4%
Enel SpA		198,601		1,666,894
Manila Electric Co.		21,170		112,048
PPL Corp.		19,984		599,720
Terna Rete Elettrica Nazionale SpA		52,287		345,656
				2,724,318
Gas Utilities – 0.0%
Snam SpA		30,160		149,545
Independent Power and Renewable Electricity Producers – 0.1%
NRG Energy, Inc.		4,140		137,490
Uniper SE		11,660		346,585
				484,075
Multi–Utilities – 0.2%
Canadian Utilities Ltd. – Class A(b)		1,214		35,925
Engie SA		24,040		401,444
Public Service Enterprise Group, Inc.		11,240		576,724
Suez		10,300		163,552
				1,177,645
Water Utilities – 0.1%
Guangdong Investment Ltd.		244,000		463,373
				4,998,956
Total Common Stocks (cost $320,903,522)				351,452,678
INVESTMENT COMPANIES – 7.3%
Funds and Investment Trusts – 7.3%(h)
Consumer Staples Select Sector SPDR Fund(b)		22,559		1,308,197

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    27

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
Industrial Select Sector SPDR Fund(b)			13,018	$	951,356
iShares Core U.S. Aggregate Bond ETF			40,883		4,751,422
iShares Global Healthcare ETF(b)			31,019		1,955,438
iShares JP Morgan USD Emerging Markets Bond ETF			15,161		1,730,173
iShares Russell 2000 ETF(b)			591		86,481
iShares US Technology ETF(b)			5,747		1,300,144
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			21,740		704,593
Vanguard Global ex–U.S. Real Estate ETF			314,493		17,026,651
Vanguard Real Estate ETF			187,227		16,350,534
Vanguard Total International Bond ETF			54,960		3,187,130
Total Investment Companies (cost $49,782,281)					49,352,119
		Principal Amount (000)
CORPORATES – NON-INVESTMENT GRADE – 5.5%
Industrial – 4.4%
Basic – 0.5%
Advanced Drainage Systems, Inc. 5.00%, 09/30/2027(f)	U.S.$		16		16,525
Arconic Rolled Products Corp. 6.125%, 02/15/2028(f)			33		33,927
CF Industries, Inc. 3.45%, 06/01/2023			78		79,197
4.95%, 06/01/2043			3		3,185
5.375%, 03/15/2044			76		85,429
Commercial Metals Co. 5.375%, 07/15/2027			140		143,430
Crown Americas LLC/Crown Americas Capital Corp. VI 4.75%, 02/01/2026			102		105,214
Eldorado Gold Corp. 9.50%, 06/01/2024(f)			208		224,838
ERP Iron Ore, LLC 9.039%, 12/31/2019(a)(c)(d)(e)(i)(j)			12		10,336
Flex Acquisition Co., Inc. 7.875%, 07/15/2026(f)			148		150,377
FMG Resources (August 2006) Pty Ltd. 4.50%, 09/15/2027(f)			107		104,169
Freeport-McMoRan, Inc. 3.55%, 03/01/2022			99		100,039
3.875%, 03/15/2023			186		186,889
5.00%, 09/01/2027			138		138,142
5.25%, 09/01/2029(b)			138		138,657

28    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Grinding Media, Inc./Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023(f)	U.S.$		123	$	122,120
Hecla Mining Co. 7.25%, 02/15/2028			126		123,816
Joseph T Ryerson & Son, Inc. 11.00%, 05/15/2022(f)			301		313,272
Kraton Polymers LLC/Kraton Polymers Capital Corp. 5.25%, 05/15/2026(f)	EUR		100		105,590
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018(a)(c)(e)(i)(k)	U.S.$		146		– 0	–
OCI NV 5.00%, 04/15/2023(f)	EUR		100		112,565
Olin Corp. 5.625%, 08/01/2029	U.S.$		116		116,906
Peabody Energy Corp. 6.00%, 03/31/2022(b)(f)			16		13,426
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 5.125%, 07/15/2023(f)			152		154,002
Sealed Air Corp. 6.875%, 07/15/2033(f)			170		203,008
SPCM SA 4.875%, 09/15/2025(f)			142		144,832
Valvoline, Inc. 4.25%, 02/15/2030(f)			165		163,003
5.50%, 07/15/2024			17		17,709
WR Grace & Co.-Conn 5.625%, 10/01/2024(f)			23		25,061
					3,135,664
Capital Goods – 0.4%
ARD Finance SA 5.00% (5.00% Cash or 5.75% PIK), 06/30/2027(f)(j)	EUR		202		222,099
Ball Corp. 5.00%, 03/15/2022	U.S.$		142		148,730
Bombardier, Inc. 5.75%, 03/15/2022(f)			364		371,571
7.50%, 03/15/2025(f)			22		21,744
Clean Harbors, Inc. 4.875%, 07/15/2027(f)			3		3,153
Cleaver-Brooks, Inc. 7.875%, 03/01/2023(f)			74		73,435
Colfax Corp. 6.00%, 02/15/2024(f)			23		23,889
6.375%, 02/15/2026(f)			24		25,866

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    29

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
EnerSys 4.375%, 12/15/2027(f)	U.S.$		100	$	101,480
Gates Global LLC/Gates Corp. 6.25%, 01/15/2026(f)			130		131,890
GFL Environmental, Inc. 5.625%, 05/01/2022(f)			157		159,556
7.00%, 06/01/2026(f)			39		40,985
8.50%, 05/01/2027(f)			83		89,962
Granite US Holdings Corp. 11.00%, 10/01/2027(f)			54		56,616
Griffon Corp. 5.75%, 03/01/2028(f)			163		164,338
Jeld-Wen, Inc. 4.625%, 12/15/2025(f)			17		17,176
Mauser Packaging Solutions Holding Co. 7.25%, 04/15/2025(f)			51		49,433
Moog, Inc. 4.25%, 12/15/2027(f)			42		42,727
Owens-Brockway Glass Container, Inc. 5.00%, 01/15/2022(f)			47		48,940
Signature Aviation US Holdings, Inc. 4.00%, 03/01/2028(f)			55		54,286
5.375%, 05/01/2026(f)			50		51,279
Stevens Holding Co., Inc. 6.125%, 10/01/2026(f)			18		19,575
Terex Corp. 5.625%, 02/01/2025(b)(f)			30		30,445
TransDigm UK Holdings PLC 6.875%, 05/15/2026			265		280,863
TransDigm, Inc. 6.50%, 07/15/2024			145		148,245
Triumph Group, Inc. 6.25%, 09/15/2024(f)			14		14,542
7.75%, 08/15/2025			164		163,370
Trivium Packaging Finance BV 8.50%, 08/15/2027(f)			219		231,509
					2,787,704
Communications - Media – 0.6%
Altice Financing SA 7.50%, 05/15/2026(f)			285		303,796
Banijay Entertainment SASU 3.50%, 03/01/2025(f)	EUR		150		165,179
CCO Holdings LLC/CCO Holdings Capital Corp. 5.125%, 02/15/2023-05/01/2027(f)	U.S.$		271		278,422
5.25%, 09/30/2022			15		15,044

30    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
5.375%, 05/01/2025(f)	U.S.$		30	$	30,592
5.75%, 02/15/2026(f)			3		3,120
Clear Channel Worldwide Holdings, Inc. 5.125%, 08/15/2027(f)			96		96,190
CSC Holdings LLC 5.375%, 02/01/2028(f)			200		208,218
6.625%, 10/15/2025(f)			6		6,684
10.875%, 10/15/2025(f)			236		258,944
Diamond Sports Group LLC/Diamond Sports Finance Co. 5.375%, 08/15/2026(f)			58		53,506
6.625%, 08/15/2027(b)(f)			47		37,894
DISH DBS Corp. 5.00%, 03/15/2023			38		39,114
5.875%, 11/15/2024			20		20,559
6.75%, 06/01/2021			69		71,460
7.75%, 07/01/2026			22		23,661
Gray Television, Inc. 5.125%, 10/15/2024(f)			150		153,891
5.875%, 07/15/2026(f)			85		87,781
iHeartCommunications, Inc. 4.75%, 01/15/2028(f)			35		34,928
5.25%, 08/15/2027(f)			42		43,361
6.375%, 05/01/2026			12		12,838
8.375%, 05/01/2027			22		23,503
LCPR Senior Secured Financing DAC 6.75%, 10/15/2027(f)			211		222,480
Meredith Corp. 6.875%, 02/01/2026			268		269,179
National CineMedia LLC 5.75%, 08/15/2026			33		33,140
5.875%, 04/15/2028(f)			67		68,626
Netflix, Inc. 4.875%, 04/15/2028			222		234,090
Outfront Media Capital LLC/Outfront Media Capital Corp. 4.625%, 03/15/2030(f)			61		61,260
Radiate Holdco LLC/Radiate Finance, Inc. 6.625%, 02/15/2025(f)			43		42,648
6.875%, 02/15/2023(f)			60		60,365
RR Donnelley & Sons Co. 7.875%, 03/15/2021			70		72,517
Scripps Escrow, Inc. 5.875%, 07/15/2027(f)			76		78,855
Sinclair Television Group, Inc. 5.125%, 02/15/2027(f)			150		149,919

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    31

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Sirius XM Radio, Inc. 5.50%, 07/01/2029(f)	U.S.$		3	$	3,216
Summer BC Holdco B SARL 5.75%, 10/31/2026(f)	EUR		150		170,974
TEGNA, Inc. 5.00%, 09/15/2029(f)	U.S.$		110		108,574
Univision Communications, Inc. 5.125%, 05/15/2023-02/15/2025(f)			66		63,221
Ziggo BV 5.50%, 01/15/2027(f)			241		248,316
					3,856,065
Communications - Telecommunications – 0.4%
Altice France SA/France 7.375%, 05/01/2026(f)			450		474,036
C&W Senior Financing DAC 6.875%, 09/15/2027(f)			200		214,528
CB T-Mobile USA, Inc. 6.50%, 01/15/2024-01/15/2026(a)(c)(d)(e)			150		– 0	–
CenturyLink, Inc. Series S 6.45%, 06/15/2021			63		64,873
Series T 5.80%, 03/15/2022			93		97,029
Front Range BidCo, Inc. 4.00%, 03/01/2027(f)			51		49,707
6.125%, 03/01/2028(f)			220		217,246
Hughes Satellite Systems Corp. 7.625%, 06/15/2021			47		49,339
Intelsat Connect Finance SA 9.50%, 02/15/2023(f)			84		49,664
Intelsat Jackson Holdings SA 5.50%, 08/01/2023			177		152,277
Level 3 Financing, Inc. 5.25%, 03/15/2026			164		169,476
Nexstar Broadcasting, Inc. 5.625%, 07/15/2027(f)			64		66,246
Sprint Capital Corp. 6.875%, 11/15/2028			22		26,214
Sprint Communications, Inc. 7.00%, 03/01/2020(f)			149		148,807
Sprint Corp. 7.25%, 02/01/2028(f)			80		80,296
7.625%, 03/01/2026			39		46,034
7.875%, 09/15/2023			39		44,557
T-Mobile USA, Inc. 6.50%, 01/15/2026			18		18,676

32    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Telecom Italia Capital SA 6.375%, 11/15/2033	U.S.$		136	$	157,882
7.20%, 07/18/2036			148		183,844
7.721%, 06/04/2038			71		92,371
Zayo Group LLC/Zayo Capital, Inc. 5.75%, 01/15/2027(f)			205		209,544
					2,612,646
Consumer Cyclical - Automotive – 0.2%
Allison Transmission, Inc. 5.875%, 06/01/2029(f)			57		61,749
American Axle & Manufacturing, Inc. 6.25%, 04/01/2025			125		121,133
BCD Acquisition, Inc. 9.625%, 09/15/2023(f)			162		167,343
Cooper-Standard Automotive, Inc. 5.625%, 11/15/2026(f)			106		94,593
Dana, Inc. 5.50%, 12/15/2024			33		33,334
Dealer Tire LLC/DT Issuer LLC 8.00%, 02/01/2028(f)			55		55,149
Exide International Holdings LP (Superpriority Lien) 10.75%, 10/31/2021(c)(e)(j)(k)(l)			114		112,373
Exide Technologies (Exchange Priority) 11.00% (3.00% Cash or 8.00% PIK), 10/31/2024(c)(e)(j)(k)			72		62,499
(First Lien) 11.00% (3.00% Cash or 8.00% PIK), 10/31/2024(c)(e)(j)(k)			24		18,940
Garrett LX I SARL/Garrett Borrowing LLC 5.125%, 10/15/2026(f)	EUR		108		104,149
IHO Verwaltungs GmbH 3.625% (3.625% Cash or 4.375% PIK), 05/15/2025(f)(j)			100		110,395
Meritor, Inc. 6.25%, 02/15/2024	U.S.$		69		70,511
Navistar International Corp. 6.625%, 11/01/2025(f)			86		89,254
Panther BF Aggregator 2 LP/Panther Finance Co., Inc. 6.25%, 05/15/2026(f)			24		24,728
8.50%, 05/15/2027(f)			210		213,658
Tenneco, Inc. 5.00%, 07/15/2026(b)			167		142,236
Titan International, Inc. 6.50%, 11/30/2023			102		80,135

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    33

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Truck Hero, Inc. 8.50%, 04/21/2024(f)	U.S.$		122	$	126,005
					1,688,184
Consumer Cyclical - Entertainment – 0.0%
AMC Entertainment Holdings, Inc. 5.75%, 06/15/2025			29		24,132
5.875%, 11/15/2026(a)(b)			162		129,552
Mattel, Inc. 5.875%, 12/15/2027(f)			105		109,723
VOC Escrow Ltd. 5.00%, 02/15/2028(f)			3		2,742
					266,149
Consumer Cyclical - Other – 0.4%
Adams Homes, Inc. 7.50%, 02/15/2025(f)			35		35,677
Beazer Homes USA, Inc. 5.875%, 10/15/2027(b)			51		51,670
6.75%, 03/15/2025			46		47,232
Boyd Gaming Corp. 4.75%, 12/01/2027(f)			40		39,563
Brookfield Residential Properties, Inc./Brookfield Residential US Corp. 4.875%, 02/15/2030(f)			113		111,913
6.25%, 09/15/2027(f)			106		109,747
Caesars Entertainment Corp. 5.00%, 10/01/2024(m)			26		47,873
Five Point Operating Co. LP/Five Point Capital Corp. 7.875%, 11/15/2025(f)			173		173,652
Forestar Group, Inc. 5.00%, 03/01/2028(f)			40		39,346
8.00%, 04/15/2024(f)			67		72,621
Hilton Domestic Operating Co., Inc. 4.875%, 01/15/2030			3		3,108
Installed Building Products, Inc. 5.75%, 02/01/2028(f)			31		33,282
International Game Technology PLC 6.50%, 02/15/2025(f)			200		216,496
K. Hovnanian Enterprises, Inc. 10.00%, 07/15/2022(f)			199		173,188
KB Home 7.00%, 12/15/2021			54		57,164
7.50%, 09/15/2022			25		27,818
Marriott Ownership Resorts, Inc./ILG LLC Series WI 6.50%, 09/15/2026			154		165,909

34    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Mattamy Group Corp. 4.625%, 03/01/2030(f)	U.S.$		110	$	106,669
5.25%, 12/15/2027(f)			53		55,483
Meritage Homes Corp. 7.00%, 04/01/2022			11		11,601
MGM Resorts International 5.50%, 04/15/2027			117		128,521
Scientific Games International, Inc. 7.00%, 05/15/2028(f)			43		41,633
7.25%, 11/15/2029(f)			42		40,964
Shea Homes LP/Shea Homes Funding Corp. 4.75%, 02/15/2028(f)			47		46,992
5.875%, 04/01/2023(f)			1		726
6.125%, 04/01/2025(f)			146		150,836
Stars Group Holdings BV/Stars Group US Co-Borrower LLC 7.00%, 07/15/2026(f)			122		131,187
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp. 5.875%, 05/15/2025(f)			197		195,308
Taylor Morrison Communities, Inc. 5.75%, 01/15/2028(f)			20		22,129
5.875%, 06/15/2027(f)			3		3,361
Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc. 5.625%, 03/01/2024(f)			183		197,070
Twin River Worldwide Holdings, Inc. 6.75%, 06/01/2027(b)(f)			72		76,819
Wyndham Destinations, Inc. 4.625%, 03/01/2030(f)			94		94,929
Wyndham Hotels & Resorts, Inc. 5.375%, 04/15/2026(f)			3		3,117
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 03/01/2025(f)			3		2,942
					2,716,546
Consumer Cyclical - Restaurants – 0.1%
1011778 BC ULC/New Red Finance, Inc. 4.375%, 01/15/2028(f)			55		55,047
Golden Nugget, Inc. 8.75%, 10/01/2025(f)			140		140,979
IRB Holding Corp. 6.75%, 02/15/2026(f)			247		245,182
					441,208
Consumer Cyclical - Retailers – 0.2%
Asbury Automotive Group, Inc. 4.50%, 03/01/2028(f)			35		35,121
4.75%, 03/01/2030(f)			22		22,385

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    35

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
JC Penney Corp., Inc. 6.375%, 10/15/2036	U.S.$		11	$	3,389
L Brands, Inc. 5.25%, 02/01/2028			13		12,618
6.75%, 07/01/2036			38		38,467
6.875%, 11/01/2035			229		232,850
7.50%, 06/15/2029			13		13,794
Murphy Oil USA, Inc. 5.625%, 05/01/2027			6		5,925
PetSmart, Inc. 7.125%, 03/15/2023(f)			155		151,485
Rite Aid Corp. 7.50%, 07/01/2025(f)			151		150,687
Sonic Automotive, Inc. 6.125%, 03/15/2027			47		49,632
Staples, Inc. 7.50%, 04/15/2026(f)			90		90,043
10.75%, 04/15/2027(b)(f)			165		158,006
TPro Acquisition Corp. 11.00%, 10/15/2024(f)			67		69,671
William Carter Co. (The) 5.625%, 03/15/2027(f)			47		50,149
					1,084,222
Consumer Non-Cyclical – 0.5%
Acadia Healthcare Co., Inc. 5.625%, 02/15/2023			139		140,020
Air Medical Group Holdings, Inc. 6.375%, 05/15/2023(f)			66		63,694
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC 4.625%, 01/15/2027(f)			59		58,172
4.875%, 02/15/2030(f)			41		41,000
5.75%, 03/15/2025			60		61,655
6.625%, 06/15/2024			180		185,230
Bausch Health Americas, Inc. 8.50%, 01/31/2027(f)			55		60,492
Bausch Health Cos., Inc. 5.50%, 11/01/2025(f)			3		3,097
6.125%, 04/15/2025(f)			72		73,424
7.25%, 05/30/2029(f)			36		39,348
9.00%, 12/15/2025(f)			36		40,137
Catalent Pharma Solutions, Inc. 4.875%, 01/15/2026(f)			55		56,721
CHS/Community Health Systems, Inc. 6.25%, 03/31/2023			161		159,757
8.125%, 06/30/2024(f)			97		90,207

36    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
DaVita, Inc. 5.00%, 05/01/2025	U.S.$		112	$	113,820
Envision Healthcare Corp. 8.75%, 10/15/2026(f)			248		131,854
Hadrian Merger Sub, Inc. 8.50%, 05/01/2026(f)			56		57,962
Lamb Weston Holdings, Inc. 4.625%, 11/01/2024(f)			140		145,693
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.50%, 04/15/2025(f)			26		12,638
MEDNAX, Inc. 5.25%, 12/01/2023(f)			10		9,881
6.25%, 01/15/2027(f)			17		16,351
MPH Acquisition Holdings LLC 7.125%, 06/01/2024(f)			123		114,391
Post Holdings, Inc. 5.00%, 08/15/2026(f)			173		178,119
5.625%, 01/15/2028(f)			105		109,328
Radiology Partners, Inc. 9.25%, 02/01/2028(f)			186		187,693
RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc. 9.75%, 12/01/2026(f)			328		351,626
Spectrum Brands, Inc. 5.75%, 07/15/2025			58		59,534
Sunshine Mid BV 6.50%, 05/15/2026(f)	EUR		103		112,068
Tenet Healthcare Corp. 6.75%, 06/15/2023	U.S.$		84		90,324
8.125%, 04/01/2022			169		182,745
US Renal Care Inc. 10.625%, 07/15/2027(f)			85		86,075
Vizient, Inc. 6.25%, 05/15/2027(f)			25		26,967
West Street Merger Sub, Inc. 6.375%, 09/01/2025(f)			172		168,932
					3,228,955
Energy – 0.5%
Antero Resources Corp. 5.125%, 12/01/2022			114		71,129
Berry Petroleum Co. LLC 7.00%, 02/15/2026(f)			71		61,752
Callon Petroleum, Co. 6.25%, 04/15/2023			28		23,742
Carrizo Oil & Gas, Inc. 8.25%, 07/15/2025			169		151,681

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    37

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
CHC Group LLC/CHC Finance Ltd. Series AI Zero Coupon, 10/01/2020(g)(m)	U.S.$		158		$	31,695
Cheniere Energy Partners LP 4.50%, 10/01/2029(f)			45			43,063
5.25%, 10/01/2025			110			110,351
CITGO Petroleum Corp. 6.25%, 08/15/2022(f)			23			22,997
Comstock Resources Inc. 7.50%, 05/15/2025(f)			41			30,297
Denbury Resources, Inc. 7.75%, 02/15/2024(f)			104			57,627
9.25%, 03/31/2022(f)			38			29,103
Diamond Offshore Drilling, Inc. 4.875%, 11/01/2043			367			148,863
7.875%, 08/15/2025(b)			43			30,230
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75%, 09/01/2022(a)(d)(n)			338			558
9.375%, 05/01/2024(a)(f)(n)			100			2,280
EQT Corp. 3.90%, 10/01/2027			130			84,025
Genesis Energy LP/Genesis Energy Finance Corp. 5.625%, 06/15/2024			51			43,532
6.25%, 05/15/2026			47			39,244
6.50%, 10/01/2025			32			26,966
7.75%, 02/01/2028			23			19,799
Global Partners LP/GLP Finance Corp. 7.00%, 06/15/2023-08/01/2027(o)			79			82,108
Gulfport Energy Corp. 6.00%, 10/15/2024			54			17,962
6.375%, 05/15/2025-01/15/2026			224			80,488
Hess Midstream Operations LP 5.625%, 02/15/2026(f)			197			196,659
HighPoint Operating Corp. 7.00%, 10/15/2022			33			28,792
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/01/2025(f)			110			88,366
Indigo Natural Resources LLC 6.875%, 02/15/2026(f)			135			115,247
Murphy Oil Corp. 5.875%, 12/01/2042			51			45,535
Nabors Industries Ltd. 7.25%, 01/15/2026(f)			59			53,823
7.50%, 01/15/2028(f)			60			57,218
Nabors Industries, Inc. 5.50%, 01/15/2023			– 0	–		98

38    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
NGL Energy Partners LP/NGL Energy Finance Corp. 7.50%, 11/01/2023	U.S.$		181		$	167,383
Nine Energy Service, Inc. 8.75%, 11/01/2023(f)			68			54,044
Noble Holding International Ltd. 7.75%, 01/15/2024			28			11,409
7.95%, 04/01/2025			48			18,241
Parkland Fuel Corp. 6.00%, 04/01/2026(f)			142			148,924
PDC Energy, Inc. 5.75%, 05/15/2026			217			193,080
QEP Resources, Inc. 5.25%, 05/01/2023			44			38,701
5.375%, 10/01/2022			81			76,021
Range Resources Corp. 5.00%, 08/15/2022-03/15/2023(b)			88			70,627
5.875%, 07/01/2022			5			4,274
SandRidge Energy, Inc. 7.50%, 02/15/2023(a)(c)(d)(e)			69			– 0	–
8.125%, 10/15/2022(a)(c)(d)(e)			113			– 0	–
SM Energy Co. 5.00%, 01/15/2024			66			52,739
5.625%, 06/01/2025			4			3,115
Sunoco LP/Sunoco Finance Corp. 5.50%, 02/15/2026			104			105,075
5.875%, 03/15/2028			129			132,906
6.00%, 04/15/2027			4			4,079
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 4.25%, 11/15/2023			45			44,685
Transocean Phoenix 2 Ltd. 7.75%, 10/15/2024(f)			106			108,110
Transocean Pontus Ltd. 6.125%, 08/01/2025(f)			54			54,787
Transocean, Inc. 6.80%, 03/15/2038			96			52,583
7.25%, 11/01/2025(f)			39			32,272
7.50%, 01/15/2026(f)			103			82,691
Valaris PLC 5.20%, 03/15/2025			0	**		148
5.85%, 01/15/2044			86			29,345
Vantage Drilling International 7.50%, 11/01/2019(a)(c)(d)(e)(i)			111			– 0	–
Vine Oil & Gas LP/Vine Oil & Gas Finance Corp. 8.75%, 04/15/2023(f)			286			142,465

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    39

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Whiting Petroleum Corp. 6.25%, 04/01/2023	U.S.$		42	$	18,926
6.625%, 01/15/2026			54		19,844
					3,461,704
Other Industrial – 0.1%
American Builders & Contractors Supply Co., Inc. 4.00%, 01/15/2028(f)			96		93,694
H&E Equipment Services, Inc. 5.625%, 09/01/2025			58		60,273
IAA, Inc. 5.50%, 06/15/2027(f)			34		35,976
KAR Auction Services, Inc. 5.125%, 06/01/2025(f)			65		66,741
Laureate Education, Inc. 8.25%, 05/01/2025(f)			109		115,335
Performance Food Group, Inc. 5.50%, 10/15/2027(f)			45		47,471
					419,490
Services – 0.3%
Allied Universal Holdco LLC/Allied Universal Finance Corp. 6.625%, 07/15/2026(f)			34		35,642
9.75%, 07/15/2027(f)			225		239,864
Aptim Corp. 7.75%, 06/15/2025(f)			122		69,938
APX Group, Inc. 6.75%, 02/15/2027(f)			35		33,852
7.875%, 12/01/2022			90		91,274
Aramark Services, Inc. 5.00%, 02/01/2028(f)			98		102,397
Carlson Travel, Inc. 9.50%, 12/15/2024(f)			200		196,102
Carriage Services, Inc. 6.625%, 06/01/2026(f)			87		91,348
GW B-CR Security Corp. 9.50%, 11/01/2027(f)			149		157,688
Harsco Corp. 5.75%, 07/31/2027(f)			105		103,885
Korn Ferry 4.625%, 12/15/2027(f)			63		64,668
Monitronics International, Inc. Zero Coupon, 04/01/2020(a)(c)(d)(e)			120		– 0	–
Nielsen Co. Luxembourg SARL (The) 5.50%, 10/01/2021(f)			68		68,151

40    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Prime Security Services Borrower LLC/Prime Finance, Inc. 5.25%, 04/15/2024(f)	U.S.$		3	$	3,117
6.25%, 01/15/2028(f)			173		167,698
Refinitiv US Holdings, Inc. 6.25%, 05/15/2026(f)			41		44,062
8.25%, 11/15/2026(f)			134		147,944
Sabre GLBL, Inc. 5.25%, 11/15/2023(f)			75		74,932
Verscend Escrow Corp. 9.75%, 08/15/2026(f)			138		150,421
					1,842,983
Technology – 0.1%
Banff Merger Sub, Inc. 9.75%, 09/01/2026(f)			267		268,431
CommScope, Inc. 5.00%, 06/15/2021(f)			4		4,000
5.50%, 03/01/2024(f)			66		67,169
6.00%, 03/01/2026(f)			83		85,307
8.25%, 03/01/2027(f)			106		106,559
Conduent Finance, Inc./Conduent Business Services LLC 10.50%, 12/15/2024(f)			1		950
Dell International LLC/EMC Corp. 5.875%, 06/15/2021(f)			52		52,266
Infor US, Inc. 6.50%, 05/15/2022			140		140,679
NCR Corp. 5.75%, 09/01/2027(f)			40		42,206
6.125%, 09/01/2029(f)			28		30,410
Presidio Holdings, Inc. 4.875%, 02/01/2027(f)			12		12,045
8.25%, 02/01/2028(f)			18		18,563
Solera LLC/Solera Finance, Inc. 10.50%, 03/01/2024(f)			188		198,382
					1,026,967
Transportation - Services – 0.1%
Algeco Global Finance PLC 8.00%, 02/15/2023(f)			200		199,160
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.75%, 07/15/2027(f)			23		22,997
Herc Holdings, Inc. 5.50%, 07/15/2027(f)			95		98,733
Hertz Corp. (The) 5.50%, 10/15/2024(f)			15		14,392
6.00%, 01/15/2028(f)			164		151,603
7.125%, 08/01/2026(f)			8		7,905

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    41

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
United Rentals North America, Inc. 4.875%, 01/15/2028	U.S.$		140	$	143,882
6.50%, 12/15/2026			3		3,205
XPO Logistics, Inc. 6.125%, 09/01/2023(f)			30		30,428
6.75%, 08/15/2024(f)			129		136,290
					808,595
					29,377,082
Financial Institutions – 1.0%
Banking – 0.5%
Alliance Data Systems Corp. 4.75%, 12/15/2024(f)			78		76,887
Allied Irish Banks PLC 7.375%, 12/03/2020(f)(p)	EUR		200		229,622
Banco Bilbao Vizcaya Argentaria SA 5.875%, 09/24/2023(f)(p)			200		235,141
Banco Santander SA 6.75%, 04/25/2022(f)(p)			300		358,445
Barclays PLC 7.25%, 03/15/2023(f)(p)	GBP		200		274,693
CaixaBank SA 6.75%, 06/13/2024(f)(p)	EUR		200		245,554
Citigroup, Inc. 5.95%, 01/30/2023(p)	U.S.$		365		378,691
Series V 4.70%, 01/30/2025(p)			95		93,934
Citizens Financial Group, Inc. Series B 6.00%, 07/06/2023(p)			116		121,309
Credit Suisse Group AG 6.25%, 12/18/2024(f)(p)			200		214,388
Credit Suisse Group AG 7.50%, 07/17/2023(f)(p)			206		222,663
Goldman Sachs Group, Inc. (The) Series O 5.30%, 11/10/2026(p)			23		24,539
Series P 5.00%, 11/10/2022(b)(p)			185		180,941
Royal Bank of Scotland Group PLC 8.625%, 08/15/2021(p)			320		339,225
Societe Generale SA 8.00%, 09/29/2025(f)(p)			200		232,596
UniCredit SpA 9.25%, 06/03/2022(f)(p)	EUR		200		250,045
					3,478,673

42    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Brokerage – 0.1%
Lehman Brothers Holdings, Inc. 5.625%, 01/24/2013(a)(d)(i)	U.S.$		1,030	$	13,076
LPL Holdings, Inc. 5.75%, 09/15/2025(f)			202		210,583
NFP Corp. 6.875%, 07/15/2025(f)			9		9,025
8.00%, 07/15/2025(f)			106		109,065
					341,749
Finance – 0.1%
CNG Holdings, Inc. 12.50%, 06/15/2024(f)			93		88,732
Compass Group Diversified Holdings LLC 8.00%, 05/01/2026(f)			105		113,869
Curo Group Holdings Corp. 8.25%, 09/01/2025(f)			207		176,368
Enova International, Inc. 8.50%, 09/01/2024-09/15/2025(f)			190		181,185
goeasy Ltd. 5.375%, 12/01/2024(f)			63		65,485
Lincoln Financing SARL 3.625%, 04/01/2024(f)	EUR		103		110,874
Navient Corp. 5.00%, 10/26/2020	U.S.$		115		115,963
5.50%, 01/25/2023			194		199,694
5.875%, 03/25/2021			1		1,442
6.50%, 06/15/2022			79		81,204
7.25%, 01/25/2022-09/25/2023			85		91,871
8.00%, 03/25/2020			79		79,615
SLM Corp. 5.125%, 04/05/2022			30		31,322
TMX Finance LLC/TitleMax Finance Corp. 11.125%, 04/01/2023(f)			112		103,879
					1,441,503
Insurance – 0.1%
Acrisure LLC/Acrisure Finance, Inc. 7.00%, 11/15/2025(f)			105		102,722
10.125%, 08/01/2026(f)			121		130,909
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer 6.75%, 10/15/2027(f)			93		92,865
Genworth Holdings, Inc. 7.625%, 09/24/2021(b)			19		19,550
Polaris Intermediate Corp. 8.50% (8.50% Cash or 9.25% PIK), 12/01/2022(f)(j)			305		259,318
					605,364

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    43

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Other Finance – 0.1%
Intrum AB 2.75%, 07/15/2022(f)	EUR		65	$	71,094
3.00%, 09/15/2027(f)			100		101,280
Tempo Acquisition LLC/Tempo Acquisition Finance Corp. 6.75%, 06/01/2025(f)	U.S.$		184		183,648
					356,022
REITS – 0.1%
Brookfield Property REIT, Inc./BPR Cumulus LLC/BPR Nimbus LLC/GGSI Sellco LL 5.75%, 05/15/2026(f)			100		98,872
GEO Group, Inc. (The) 6.00%, 04/15/2026			30		26,567
Iron Mountain, Inc. 4.375%, 06/01/2021(f)			50		49,501
4.875%, 09/15/2027(f)			3		3,042
5.25%, 03/15/2028(f)			205		212,097
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc. 5.75%, 02/01/2027			108		117,763
Realogy Group LLC/Realogy Co-Issuer Corp. 9.375%, 04/01/2027(f)			204		209,086
					716,928
					6,940,239
Utility – 0.1%
Electric – 0.1%
Calpine Corp. 5.125%, 03/15/2028(f)			32		30,166
5.50%, 02/01/2024			16		15,424
5.75%, 01/15/2025			89		88,876
NRG Energy, Inc. 6.625%, 01/15/2027			3		3,127
Talen Energy Supply LLC 4.60%, 12/15/2021			1		768
6.50%, 06/01/2025			144		105,558
7.25%, 05/15/2027(f)			37		37,207
10.50%, 01/15/2026(f)			152		131,351
Texas Competitive/TCEH 11.50%, 10/01/2020(a)(c)(d)(e)			142		– 0	–
Vistra Energy Corp. 5.875%, 06/01/2023			18		18,625
Vistra Operations Co. LLC 5.625%, 02/15/2027(f)			143		146,555
					577,657
Total Corporates – Non-Investment Grade (cost $38,129,122)					36,894,978

44    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS - TREASURIES – 2.3%
Colombia – 0.1%
Colombian TES Series B 10.00%, 07/24/2024	COP		1,391,900	$	472,057
Indonesia – 0.3%
Indonesia Treasury Bond Series FR56 8.375%, 09/15/2026	IDR		2,937,000		223,742
Series FR70 8.375%, 03/15/2024			1,763,000		132,893
Series FR77 8.125%, 05/15/2024			20,756,000		1,557,333
					1,913,968
Mexico – 0.1%
Mexican Bonos Series M 20 7.50%, 06/03/2027	MXN		9,211		491,051
Russia – 0.1%
Russian Federal Bond – OFZ Series 6212 7.05%, 01/19/2028	RUB		23,770		372,968
Series 6217 7.50%, 08/18/2021			40,638		624,044
					997,012
United States – 1.7%
U.S. Treasury Notes 1.625%, 08/15/2029(q)	U.S.$		2,707		2,824,157
2.25%, 08/15/2027(q)			4,500		4,880,391
2.375%, 05/15/2029(q)			3,400		3,766,031
					11,470,579
Total Governments – Treasuries (cost $14,572,659)					15,344,667
EMERGING MARKETS - SOVEREIGNS – 2.1%
Angola – 0.1%
Angolan Government International Bond 9.50%, 11/12/2025(f)			386		430,269
Argentina – 0.2%
Argentine Republic Government International Bond 5.625%, 01/26/2022			48		22,335
6.875%, 01/26/2027-01/11/2048			1,793		745,605

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    45

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series NY 3.75%, 12/31/2038	U.S.$		66	$	26,881
5.875%, 01/11/2028			116		47,161
7.50%, 04/22/2026			623		270,421
					1,112,403
Bahrain – 0.1%
Bahrain Government International Bond 5.625%, 09/30/2031(f)			210		217,350
7.00%, 10/12/2028(f)			200		231,250
6.75%, 09/20/2029(f)			200		227,000
					675,600
Brazil – 0.1%
Brazilian Government International Bond 4.625%, 01/13/2028			435		479,995
Cameroon – 0.0%
Republic of Cameroon International Bond 9.50%, 11/19/2025(f)			200		224,125
Costa Rica – 0.1%
Costa Rica Government International Bond 6.125%, 02/19/2031(f)			670		694,078
Dominican Republic – 0.1%
Dominican Republic International Bond 5.95%, 01/25/2027(f)			220		240,213
8.625%, 04/20/2027(f)			425		514,648
4.50%, 01/30/2030(f)			150		150,225
					905,086
Ecuador – 0.1%
Ecuador Government International Bond 8.875%, 10/23/2027(f)			500		362,031
10.50%, 03/24/2020(f)			205		203,655
					565,686
Egypt – 0.1%
Egypt Government International Bond 7.053%, 01/15/2032(f)			200		203,500
6.125%, 01/31/2022(f)			407		420,991
6.20%, 03/01/2024(f)			445		471,700
					1,096,191
El Salvador – 0.0%
El Salvador Government International Bond 7.125%, 01/20/2050(f)			150		156,891
Gabon – 0.1%
Gabon Government International Bond 6.625%, 02/06/2031(f)			530		529,979

46    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Ghana – 0.1%
Ghana Government International Bond 6.375%, 02/11/2027(f)	U.S.$		200	$	197,500
10.75%, 10/14/2030(f)			248		313,720
					511,220
Honduras – 0.1%
Honduras Government International Bond 6.25%, 01/19/2027(f)			180		200,756
7.50%, 03/15/2024(f)			200		222,250
					423,006
Ivory Coast – 0.1%
Ivory Coast Government International Bond 6.375%, 03/03/2028(f)			635		685,800
Kenya – 0.0%
Kenya Government International Bond 7.00%, 05/22/2027(f)			275		290,125
Lebanon – 0.0%
Lebanon Government International Bond 6.85%, 03/23/2027(f)			46		11,960
Series G 6.60%, 11/27/2026(f)			189		49,140
6.65%, 04/22/2024(f)			45		11,925
					73,025
Mongolia – 0.1%
Mongolia Government International Bond 5.125%, 12/05/2022(f)			270		269,156
10.875%, 04/06/2021(f)			200		212,500
					481,656
Nigeria – 0.1%
Nigeria Government International Bond 6.50%, 11/28/2027(f)			200		199,000
7.625%, 11/21/2025(f)			550		602,250
6.75%, 01/28/2021(f)			200		205,563
					1,006,813
Oman – 0.1%
Oman Government International Bond 4.125%, 01/17/2023(f)			600		605,625
Senegal – 0.1%
Senegal Government International Bond 6.25%, 05/23/2033(f)			365		382,908

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    47

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
South Africa – 0.1%
Republic of South Africa Government International Bond 5.875%, 09/16/2025	U.S.$		550	$	607,406
Sri Lanka – 0.1%
Sri Lanka Government International Bond 6.20%, 05/11/2027(f)			220		200,454
6.85%, 03/14/2024(f)			200		201,937
7.85%, 03/14/2029(f)			200		193,316
					595,707
Turkey – 0.1%
Turkey Government International Bond 3.25%, 03/23/2023			359		341,835
7.375%, 02/05/2025			135		143,902
					485,737
Ukraine – 0.1%
Ukraine Government International Bond 7.75%, 09/01/2023-09/01/2024(f)			665		719,578
Venezuela – 0.0%
Venezuela Government International Bond 9.25%, 09/15/2027(a)(d)(n)			815		126,325
Total Emerging Markets – Sovereigns (cost $14,163,980)					13,865,234
CORPORATES - INVESTMENT GRADE – 1.8%
Financial Institutions – 1.0%
Banking – 0.6%
Bank of America Corp. Series AA 6.10%, 03/17/2025(p)			243		269,429
Series DD 6.30%, 03/10/2026(p)			114		129,193
Series Z 6.50%, 10/23/2024(p)			7		7,748
Barclays Bank PLC 6.86%, 06/15/2032(f)(p)			35		44,326
BNP Paribas SA 7.625%, 03/30/2021(f)(p)			32		32,850
Citigroup Capital XVIII 1.682% (Sterling LIBOR 3 Month + 0.89%), 06/28/2067(e)	GBP		185		223,222
Credit Agricole SA 8.125%, 12/23/2025(f)(p)	U.S.$		400		472,612

48    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Credit Suisse Group Funding Guernsey Ltd. 3.80%, 06/09/2023	U.S.$		222	$	235,684
DNB Bank ASA 6.50%, 03/26/2022(f)(p)			201		210,089
HSBC Holdings PLC 4.75%, 07/04/2029(f)(p)	EUR		260		310,707
JPMorgan Chase & Co. Series FF 5.00%, 08/01/2024(p)	U.S.$		192		195,533
Series HH 4.60%, 02/01/2025(p)			110		110,057
Lloyds Banking Group PLC 7.625%, 06/27/2023(f)(p)	GBP		260		363,081
Morgan Stanley 5.00%, 11/24/2025	U.S.$		211		243,882
Nordea Bank Abp 6.625%, 03/26/2026(f)(p)			350		387,796
Santander Holdings USA, Inc. 3.244%, 10/05/2026			68		70,523
4.40%, 07/13/2027			91		99,758
Swedbank AB Series NC5 5.625%, 09/17/2024(f)(p)			200		207,588
UBS Group AG 7.00%, 02/19/2025(f)(p)			400		444,896
Wells Fargo & Co. 4.125%, 08/15/2023			212		229,049
					4,288,023
Insurance – 0.3%
Allstate Corp. (The) 6.50%, 05/15/2057			191		246,710
Assicurazioni Generali SpA 5.50%, 10/27/2047(f)	EUR		185		246,362
Caisse Nationale de Reassurance Mutuelle Agricole Groupama 6.00%, 01/23/2027			200		276,491
Centene Corp. 4.25%, 12/15/2027(f)	U.S.$		46		47,430
4.625%, 12/15/2029(f)			52		55,642
5.375%, 08/15/2026(f)			81		85,387
Liberty Mutual Group, Inc. 7.80%, 03/15/2037(f)			298		392,892
MetLife Capital Trust IV 7.875%, 12/15/2037(f)			254		347,980
MetLife, Inc. 6.40%, 12/15/2036			47		58,737

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    49

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Prudential Financial, Inc. 5.20%, 03/15/2044	U.S.$		44	$	46,431
5.625%, 06/15/2043			126		134,070
SCOR SE 3.00%, 06/08/2046(f)	EUR		100		122,251
					2,060,383
REITS – 0.1%
Diversified Healthcare Trust 6.75%, 12/15/2021	U.S.$		21		22,349
GLP Capital LP/GLP Financing II, Inc. 4.00%, 01/15/2030			41		43,557
5.25%, 06/01/2025			32		35,797
5.375%, 04/15/2026			20		22,580
5.75%, 06/01/2028			50		58,631
Healthpeak Properties, Inc. 4.25%, 11/15/2023			56		60,973
MPT Operating Partnership LP/MPT Finance Corp. 5.00%, 10/15/2027			33		34,479
5.25%, 08/01/2026			96		100,466
5.50%, 05/01/2024			5		5,064
Sabra Health Care LP 4.80%, 06/01/2024			77		83,250
Service Properties Trust 4.35%, 10/01/2024			115		121,138
4.75%, 10/01/2026			57		61,673
Spirit Realty LP 4.45%, 09/15/2026			13		14,575
					664,532
					7,012,938
Industrial – 0.7%
Basic – 0.2%
ArcelorMittal SA 6.75%, 03/01/2041			54		67,605
7.00%, 10/15/2039			53		66,721
Braskem Netherlands Finance BV 4.50%, 01/31/2030(f)			200		196,060
Equate Petrochemical BV 3.00%, 03/03/2022(f)			255		256,913
Fresnillo PLC 5.50%, 11/13/2023(f)			200		219,100
Glencore Finance Canada Ltd. 6.00%, 11/15/2041(f)			11		13,556
GUSAP III LP 4.25%, 01/21/2030(f)			200		202,340
					1,022,295

50    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Capital Goods – 0.0%
General Electric Co. Series D 5.00%, 01/21/2021(p)	U.S.$		122	$	118,261
Communications - Telecommunications – 0.1%
Qwest Corp. 6.75%, 12/01/2021			123		129,785
Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC 4.738%, 03/20/2025(f)			330		352,166
					481,951
Consumer Cyclical - Automotive – 0.1%
General Motors Co. 5.20%, 04/01/2045			140		138,639
6.25%, 10/02/2043			185		207,358
					345,997
Consumer Cyclical - Entertainment – 0.0%
Silversea Cruise Finance Ltd. 7.25%, 02/01/2025(f)			213		218,900
Consumer Cyclical - Other – 0.1%
Lennar Corp. 4.75%, 11/29/2027			3		3,340
6.25%, 12/15/2021			55		58,148
MDC Holdings, Inc. 6.00%, 01/15/2043			195		215,673
PulteGroup, Inc. 5.00%, 01/15/2027			21		23,510
6.00%, 02/15/2035			130		152,134
7.875%, 06/15/2032			151		203,757
Standard Industries, Inc./NJ 6.00%, 10/15/2025(f)			74		77,684
Toll Brothers Finance Corp. 4.875%, 03/15/2027			27		29,427
5.875%, 02/15/2022			86		90,121
					853,794
Consumer Non-Cyclical – 0.1%
Constellation Brands, Inc. 3.75%, 05/01/2021			49		50,234
CVS Health Corp. 4.78%, 03/25/2038			265		311,918
Universal Health Services, Inc. 4.75%, 08/01/2022(f)			151		151,941
					514,093

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    51

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Energy – 0.1%
Cenovus Energy, Inc. 6.75%, 11/15/2039	U.S.$		4	$	4,434
Energy Transfer Operating LP 4.25%, 03/15/2023			108		114,433
6.125%, 12/15/2045			135		155,482
Energy Transfer Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/2023			95		102,863
Kinder Morgan, Inc./DE 4.30%, 06/01/2025			140		154,358
Shell International Finance BV 2.25%, 11/10/2020			275		276,161
					807,731
Technology – 0.0%
Dell International LLC/EMC Corp. 6.02%, 06/15/2026(f)			20		23,419
Nokia Oyj 6.625%, 05/15/2039			34		41,668
Western Digital Corp. 4.75%, 02/15/2026			132		136,434
					201,521
					4,564,543
Utility – 0.1%
Electric – 0.1%
AES Corp./VA 4.875%, 05/15/2023			64		63,941
Duke Energy Corp. 3.95%, 10/15/2023			209		225,615
Israel Electric Corp., Ltd. Series 6 5.00%, 11/12/2024(f)			200		222,813
					512,369
Total Corporates – Investment Grade (cost $11,584,335)					12,089,850
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.0%
Risk Share Floating Rate – 1.0%
Bellemeade Re Ltd. Series 2018-2A, Class M1B 2.977% (LIBOR 1 Month + 1.35%), 08/25/2028(f)(r)			234		234,465
Series 2018-3A, Class M2 4.377% (LIBOR 1 Month + 2.75%), 10/25/2028(f)(r)			150		152,573

52    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 2019-3A, Class M1C 3.577% (LIBOR 1 Month + 1.95%), 07/25/2029(f)(r)	U.S.$		164	$	164,900
Connecticut Avenue Securities Trust Series 2018-R07, Class 1B1 5.977% (LIBOR 1 Month + 4.35%), 04/25/2031(f)(r)			51		55,236
Eagle Re Ltd. Series 2018-1, Class M2 4.627% (LIBOR 1 Month + 3.00%), 11/25/2028(f)(r)			150		151,703
Federal Home Loan Mortgage Corp. Series 2019-DNA3, Class M2 3.677% (LIBOR 1 Month + 2.05%), 07/25/2049(f)(r)			25		25,056
Series 2020-DNA1, Class M2 3.327% (LIBOR 1 Month + 1.70%), 01/25/2050(f)(r)			338		335,546
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN1, Class M2 8.777% (LIBOR 1 Month + 7.15%), 07/25/2023(r)			29		32,696
Series 2013-DN2, Class M2 5.877% (LIBOR 1 Month + 4.25%), 11/25/2023(r)			98		105,881
Series 2014-DN1, Class M3 6.127% (LIBOR 1 Month + 4.50%), 02/25/2024(r)			89		96,408
Series 2014-HQ2, Class M3 5.377% (LIBOR 1 Month + 3.75%), 09/25/2024(r)			131		141,618
Series 2014-HQ3, Class M3 6.377% (LIBOR 1 Month + 4.75%), 10/25/2024(r)			270		284,567
Series 2017-HQA1, Class M2 5.177% (LIBOR 1 Month + 3.55%), 08/25/2029(r)			450		473,136
Federal National Mortgage Association Connecticut Avenue Securities Series 2013-C01, Class M2 6.877% (LIBOR 1 Month + 5.25%), 10/25/2023(r)			29		32,104
Series 2014-C01, Class M2 6.027% (LIBOR 1 Month + 4.40%), 01/25/2024(r)			61		65,537

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    53

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 2014-C02, Class 1M2 4.227% (LIBOR 1 Month + 2.60%), 05/25/2024(r)	U.S.$		204	$	211,622
Series 2014-C03, Class 1M2 4.627% (LIBOR 1 Month + 3.00%), 07/25/2024(r)			170		179,296
Series 2014-C04, Class 1M2 6.527% (LIBOR 1 Month + 4.90%), 11/25/2024(r)			174		190,011
Series 2015-C01, Class 1M2 5.927% (LIBOR 1 Month + 4.30%), 02/25/2025(r)			186		198,036
Series 2015-C01, Class 2M2 6.177% (LIBOR 1 Month + 4.55%), 02/25/2025(r)			84		86,586
Series 2015-C02, Class 1M2 5.627% (LIBOR 1 Month + 4.00%), 05/25/2025(r)			188		199,170
Series 2015-C02, Class 2M2 5.627% (LIBOR 1 Month + 4.00%), 05/25/2025(r)			147		152,344
Series 2015-C03, Class 1M2 6.627% (LIBOR 1 Month + 5.00%), 07/25/2025(r)			10		10,665
Series 2015-C03, Class 2M2 6.627% (LIBOR 1 Month + 5.00%), 07/25/2025(r)			208		219,846
Series 2015-C04, Class 2M2 7.177% (LIBOR 1 Month + 5.55%), 04/25/2028(r)			226		240,127
Series 2016-C01, Class 2M2 8.577% (LIBOR 1 Month + 6.95%), 08/25/2028(r)			147		158,968
Series 2016-C03, Class 2M2 7.527% (LIBOR 1 Month + 5.90%), 10/25/2028(r)			315		340,155
Series 2016-C05, Class 2M2 6.077% (LIBOR 1 Month + 4.45%), 01/25/2029(r)			364		382,787
Series 2016-C07, Class 2M2 5.977% (LIBOR 1 Month + 4.35%), 05/25/2029(r)			374		391,845
Series 2017-C01, Class 1B1 7.377% (LIBOR 1 Month + 5.75%), 07/25/2029(r)			440		522,801
Series 2018-C01, Class 1B1 5.177% (LIBOR 1 Month + 3.55%), 07/25/2030(r)			107		113,409

54    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Home Re Ltd. Series 2018-1, Class M2 4.627% (LIBOR 1 Month + 3.00%), 10/25/2028(f)(r)	U.S.$		235	$	239,227
Mortgage Insurance-Linked Notes Series 2019-1, Class M2 4.527% (LIBOR 1 Month + 2.90%), 11/26/2029(f)(r)			365		371,748
					6,560,069
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 2.332%, 05/28/2035			96		92,055
Non-Agency Fixed Rate – 0.0%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/2036			12		9,795
CSMC Mortgage-Backed Trust Series 2006-7, Class 3A12 6.25%, 08/25/2036			15		11,098
					20,893
Total Collateralized Mortgage Obligations (cost $6,687,861)					6,673,017
BANK LOANS – 0.9%
Financial Institutions – 0.1%
Finance – 0.0%
Ellie Mae, Inc. 5.695% (LIBOR 3 Month + 3.75%), 04/17/2026(s)			114		112,951
Jefferies Finance LLC 4.938% (LIBOR 1 Month + 3.25%), 06/03/2026(c)(s)			32		31,204
					144,155
Insurance – 0.1%
Hub International Limited 5.692% (LIBOR 3 Month + 4.00%), 04/25/2025(s)			125		124,056
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.) 5.603% (LIBOR 1 Month + 4.00%), 09/03/2026(c)(s)			149		147,174
					271,230
					415,385

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    55

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Industrial – 0.8%
Basic – 0.0%
Arconic Rolled Products Corporation 02/04/2027(c)(t)	U.S.$		40	$	39,500
Capital Goods – 0.1%
Brookfield WEC Holdings Inc. (fka Westinghouse Electric Company LLC) 4.603% (LIBOR 1 Month + 3.00%), 08/01/2025(c)(s)			105		102,685
BWay Holding Company 5.084% (LIBOR 3 Month + 3.25%), 04/03/2024(s)			143		136,481
Gardner Denver, Inc. 4.395% (LIBOR 1 Month + 2.75%), 07/30/2024(c)(s)			33		32,666
Granite US Holdings Corporation 7.211% (LIBOR 3 Month + 5.25%), 09/30/2026(c)(s)			166		158,134
					429,966
Communications - Media – 0.0%
Clear Channel Outdoor Holdings, Inc. 5.103% (LIBOR 1 Month + 3.50%), 08/21/2026(s)			35		34,678
Diamond Sports Group, LLC 4.880% (LIBOR 1 Month + 3.25%), 08/24/2026(c)(s)			32		28,803
iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.) 4.655% (LIBOR 3 Month + 3.00%), 05/01/2026(c)(s)			40		39,200
Lcpr Loan Financing LLC 6.659% (LIBOR 1 Month + 5.00%), 10/15/2026(s)			62		62,006
Univision Communications Inc. 4.353% (LIBOR 1 Month + 2.75%), 03/15/2024(s)			110		105,655
					270,342
Communications - Telecommunications – 0.0%
Intelsat Jackson Holdings S.A. 6.432% (LIBOR 6 Month + 4.50%), 01/02/2024(s)			9		8,800
6.625%, 01/02/2024			15		14,748
West Corporation 5.603% (LIBOR 1 Month + 4.00%), 10/10/2024(s)			147		116,367
					139,915

56    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Automotive – 0.0%
Navistar, Inc. 5.160% (LIBOR 1 Month + 3.50%), 11/06/2024(c)(s)	U.S.$		46	$	45,105
Panther BF Aggregator 2 L P 5.103% (LIBOR 1 Month + 3.50%), 04/30/2026(c)(s)			60		58,279
					103,384
Consumer Cyclical - Entertainment – 0.0%
Motion Acquisition Limited 4.939% (LIBOR 2 Month + 3.25%), 11/12/2026(c)(s)			68		65,116
Seaworld Parks & Entertainment, Inc. (fka SW Acquisitions Co., Inc.) 4.603% (LIBOR 1 Month + 3.00%), 04/01/2024(c)(s)			60		57,298
					122,414
Consumer Cyclical - Other – 0.1%
Caesars Resort Collection, LLC (fka Caesars Growth Properties Holdings, LLC) 4.353% (LIBOR 1 Month + 2.75%), 12/23/2024(s)			184		177,162
Playtika Holding Corp. 7.603% (LIBOR 1 Month + 6.00%), 12/10/2024(s)			334		334,000
Stars Group Holdings B.V. 5.445% (LIBOR 3 Month + 3.50%), 07/10/2025(s)			31		31,061
					542,223
Consumer Cyclical - Restaurants – 0.0%
Whatabrands LLC 4.416% (LIBOR 1 Month + 2.75%), 08/02/2026(s)			42		41,358
Consumer Cyclical - Retailers – 0.0%
Bass Pro Group, LLC 6.603% (LIBOR 1 Month + 5.00%), 09/25/2024(c)(s)			52		50,084
PetSmart, Inc. 5.660% (LIBOR 1 Month + 4.00%), 03/11/2022(s)			104		102,235
Serta Simmons Bedding, LLC 9.629% (LIBOR 1 Month + 8.00%), 11/08/2024(s)			69		18,600

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    57

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Specialty Building Products Holdings, LLC 7.353% (LIBOR 1 Month + 5.75%), 10/01/2025(s)	U.S.$		139	$	137,975
					308,894
Consumer Non-Cyclical – 0.2%
Air Medical Group Holdings, Inc. 4.932% (LIBOR 2 Month + 3.25%), 04/28/2022(c)(s)			295		278,159
Aldevron, L.L.C. 6.195% (LIBOR 3 Month + 4.25%), 10/12/2026(c)(s)			87		86,489
Alphabet Holding Company, Inc. (fka Nature’s Bounty) 9.353% (LIBOR 1 Month + 7.75%), 09/26/2025(s)			183		162,511
BI-LO, LLC 10.000% (LIBOR 3 Month + 8.00%), 05/31/2024(s)			413		378,174
Froneri International Limited 7.353% (LIBOR 1 Month + 5.75%), 01/31/2028(c)(s)			20		19,950
LifePoint Health, Inc. (fka Regionalcare Hospital Partners Holdings, Inc.) 5.353% (LIBOR 1 Month + 3.75%), 11/16/2025(s)			111		109,437
U.S. Renal Care, Inc. 6.625% (LIBOR 1 Month + 5.00%), 06/26/2026(s)			170		167,667
					1,202,387
Energy – 0.1%
California Resources Corporation 11.988% (LIBOR 3 Month + 10.38%), 12/31/2021(s)			141		70,896
Chesapeake Energy Corporation 9.928% (LIBOR 3 Month + 8.00%), 06/24/2024(s)			224		202,906
CITGO Petroleum Corporation 6.945% (LIBOR 3 Month + 5.00%), 03/28/2024(c)(s)			61		60,597
Triton Solar US Acquisition Co. 7.603% (LIBOR 1 Month + 6.00%), 10/29/2024(s)			266		228,162
					562,561

58    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Other Industrial – 0.0%
American Tire Distributors, Inc. 9.445% (LIBOR 3 Month + 7.50%), 09/02/2024(d)(s)	U.S.$		8	$	7,133
9.103% (LIBOR 1 Month + 7.50%), 09/02/2024(d)(s)			64		55,283
Dealer Tire, LLC 5.853% (LIBOR 1 Month + 4.25%), 12/12/2025(c)(s)			40		39,500
Rockwood Service Corporation 12/20/2026(c)(t)			10		9,679
					111,595
Services – 0.1%
Allied Universal Holdco LLC (fka USAGM Holdco, LLC) 5.853% (LIBOR 1 Month + 4.25%), 07/10/2026(s)			33		32,345
Garda World Security Corporation 6.390% (LIBOR 3 Month + 4.75%), 10/30/2026(s)			11		10,956
Maverick Purchaser SUB, LLC 5.762% (LIBOR 3 Month + 4.00%), 02/01/2027(s)			40		39,850
Parexel International Corporation 4.353% (LIBOR 1 Month + 2.75%), 09/27/2024(s)			27		26,337
Team Health Holdings, Inc. 4.353% (LIBOR 1 Month + 2.75%), 02/06/2024(s)			198		149,680
Verscend Holding Corp. 6.103% (LIBOR 1 Month + 4.50%), 08/27/2025(c)(s)			90		89,306
					348,474
Technology – 0.2%
athenahealth, Inc. 6.158% (LIBOR 1 Month + 4.50%), 02/11/2026(c)(s)			216		212,825
Avaya Inc. 5.900% (LIBOR 1 Month + 4.25%), 12/15/2024(s)			100		94,759
Boxer Parent Company Inc. (fka BMC Software, Inc.) 5.853% (LIBOR 1 Month + 4.25%), 10/02/2025(s)			168		161,554
MTS Systems Corporation 4.860% (LIBOR 1 Month + 3.25%), 07/05/2023(c)(s)			25		24,558

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    59

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Pitney Bowes Inc. 7.160% (LIBOR 3 Month + 5.50%), 01/17/2025(s)	U.S.$		122	$	120,247
Presidio Holdings Inc. 5.280% (LIBOR 2 Month + 3.50%), 01/22/2027(c)(s)			43		42,601
Solera, LLC (Solera Finance, Inc.) 4.000% (LIBOR 3 Month + 2.75%), 03/03/2023(s)			143		139,994
Veritas US Inc. 6.445% (LIBOR 3 Month + 4.50%), 01/27/2023(t)			226		211,002
					1,007,540
					5,230,553
Utility – 0.0%
Electric – 0.0%
Granite Generation LLC 5.000% (LIBOR 3 Month + 3.75%), 11/09/2026(c)(s)			191		188,142
6.000% (LIBOR 3 Month + 3.75%), 11/09/2026(c)(s)			34		33,202
					221,344
Total Bank Loans (cost $6,183,813)					5,867,282
EMERGING MARKETS - TREASURIES – 0.7%
Argentina – 0.0%
Argentine Bonos del Tesoro 15.50%, 10/17/2026(d)	ARS		1,161		7,393
18.20%, 10/03/2021(d)			4,691		37,873
					45,266
Brazil – 0.7%
Brazil Letras do Tesouro Nacional Series LTN Zero Coupon, 04/01/2020	BRL		11,668		2,602,653
Brazil Notas do Tesouro Nacional Series F 10.00%, 01/01/2021			8,037		1,880,247
					4,482,900
Total Emerging Markets – Treasuries (cost $5,298,392)					4,528,166

60    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
EMERGING MARKETS - CORPORATE BONDS – 0.6%
Industrial – 0.5%
Basic – 0.1%
Consolidated Energy Finance SA 6.875%, 06/15/2025(f)	U.S.$		200	$	194,664
CSN Resources SA 7.625%, 02/13/2023(f)			200		200,000
First Quantum Minerals Ltd. 7.25%, 05/15/2022-04/01/2023(b)(f)			542		524,402
					919,066
Capital Goods – 0.0%
Odebrecht Finance Ltd. 5.25%, 06/27/2029(a)(f)(n)			200		9,625
Communications - Media – 0.0%
Globo Comunicacao e Participacoes SA 4.875%, 01/22/2030(b)(f)			231		231,000
Communications - Telecommunications – 0.1%
Digicel Group One Ltd. 8.25%, 12/30/2022(k)			140		90,183
Digicel Group Two Ltd. 8.25%, 09/30/2022(f)			153		38,872
VF Ukraine PAT via VFU Funding PLC 6.20%, 02/11/2025(f)			200		197,702
					326,757
Consumer Cyclical - Other – 0.1%
MGM China Holdings Ltd. 5.375%, 05/15/2024(f)			277		286,176
Wynn Macau Ltd. 4.875%, 10/01/2024(f)			214		213,580
5.50%, 10/01/2027(f)			214		214,838
					714,594
Consumer Cyclical - Retailers – 0.0%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022(j)(k)			37		96
K2016470260 South Africa Ltd. 25.00%, 12/31/2022(j)(k)			16		13
					109
Consumer Non-Cyclical – 0.1%
BRF GmbH 4.35%, 09/29/2026(f)			211		213,239
Cosan Ltd. 5.50%, 09/20/2029(f)			388		394,470

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    61

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Tonon Luxembourg SA 6.50%, 10/31/2024(c)(e)(j)(k)	U.S.$		5		$	154
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018(a)(i)(k)			434			11,770
						619,633
Energy – 0.1%
Petrobras Global Finance BV 5.093%, 01/15/2030(f)			117			125,044
6.125%, 01/17/2022			0	**		345
8.75%, 05/23/2026			208			266,760
						392,149
Other Industrial – 0.0%
KOC Holding AS 6.50%, 03/11/2025(f)			230			237,547
Transportation - Airlines – 0.0%
Guanay Finance Ltd. 6.00%, 12/15/2020(f)			1			1,177
						3,451,657
Utility – 0.1%
Electric – 0.1%
Cemig Geracao e Transmissao SA 9.25%, 12/05/2024(f)			200			232,337
Light Servicos de Eletricidade SA/Light Energia SA 7.25%, 05/03/2023(f)			393			418,545
Terraform Global Operating LLC 6.125%, 03/01/2026(k)			37			38,652
						689,534
Financial Institutions – 0.0%
Insurance – 0.0%
Ambac LSNI LLC 6.945% (LIBOR 3 Month + 5.00%), 02/12/2023(f)(r)			19			19,445
Total Emerging Markets – Corporate Bonds (cost $4,322,322)						4,160,636
INFLATION-LINKED SECURITIES – 0.4%
Japan – 0.4%
Japanese Government CPI Linked Bond Series 22 0.10%, 03/10/2027 (cost $2,875,914)	JPY		302,812			2,883,251

62    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED LOAN OBLIGATIONS – 0.3%
CLO - Floating Rate – 0.3%
Ares XXXIV CLO Ltd. Series 2015-2A, Class CR 3.70%, (LIBOR 3 Month + 2.00%), 04/17/2033(f)(r)	U.S.$		270	$	269,350
Dryden CLO Ltd. Series 2020-78A, Class C 3.633, (LIBOR 3 Month + 1.95%), 04/17/2033(f)(r)			250		249,500
Dryden Senior Loan Fund Series 2017-49A, Class E 8.119% (LIBOR 3 Month + 6.30%), 07/18/2030(f)(r)			250		240,665
Octagon Investment Partners 29 Ltd. Series 2016-1A, Class DR 4.80% (LIBOR 3 Month + 3.10%), 01/24/2033(c)(f)(r)			263		263,412
Rockford Tower CLO Ltd. Series 2017-2A, Class D 5.281% (LIBOR 3 Month + 3.45%), 10/15/2029(f)(r)			306		305,844
Series 2017-2A, Class DR 4.56% (LIBOR 3 Month + 2.85%), 10/15/2029(f)(r)			306		304,221
Voya CLO Ltd. Series 2019-1A, Class DR 4.584, (LIBOR 3 Month + 2.85%), 04/15/2031(f)(r)			109		108,039
Total Collateralized Loan Obligations (cost $1,758,054)					1,741,031
ASSET-BACKED SECURITIES – 0.1%
Other ABS - Fixed Rate – 0.1%
Marlette Funding Trust Series 2018-3A, Class C 4.63%, 09/15/2028(f)			125		128,943
SoFi Consumer Loan Program LLC Series 2017-6, Class C 4.02%, 11/25/2026(f)			360		371,272
Taco Bell Funding LLC Series 2016-1A, Class A23 4.97%, 05/25/2046(f)			38		41,386
					541,601

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    63

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Autos - Fixed Rate – 0.0%
CPS Auto Trust Series 2018-C, Class D 4.40%, 06/17/2024(f)	U.S.$		120	$	125,219
Exeter Automobile Receivables Trust Series 2019-2A, Class E 4.68%, 05/15/2026(f)			115		118,957
					244,176
Home Equity Loans - Fixed Rate – 0.0%
CWABS Asset-Backed Certificates Trust Series 2005-7, Class AF5W 5.054%, 10/25/2035			132		132,267
GSAA Home Equity Trust Series 2006-6, Class AF5 6.24%, 03/25/2036			169		79,919
					212,186
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 2.752% (LIBOR 1 Month + 1.13%), 12/25/2032(r)			29		28,947
Lehman XS Trust Series 2007-6, Class 3A5 4.63%, 05/25/2037			34		34,006
					62,953
Total Asset-Backed Securities (cost $1,033,533)					1,060,916
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.1%
Non-Agency Fixed Rate CMBS – 0.1%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.49%, 07/10/2047(f)			35		35,954
GS Mortgage Securities Trust Series 2014-GC18, Class D 4.989%, 01/10/2047(f)			71		61,145
JP Morgan Chase Commercial Mortgage Securities Trust Series 2012-CBX, Class E 5.132%, 06/15/2045(f)			298		291,056
JPMBB Commercial Mortgage Securities Trust Series 2013-C17, Class D 4.891%, 01/15/2047(f)			71		76,622

64    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Morgan Stanley Capital I Trust Series 2005-IQ9, Class D 5.00%, 07/15/2056(d)	U.S.$		7	$	7,502
					472,279
Non-Agency Floating Rate CMBS – 0.0%
CLNY Trust Series 2019-IKPR, Class E 4.38% (LIBOR 1 Month + 2.72%), 11/15/2038(f)(r)			220		218,827
DBWF Mortgage Trust Series 2018-GLKS, Class E 4.665% (LIBOR 1 Month + 3.02%), 11/19/2035(f)(r)			100		100,125
Morgan Stanley Capital I Trust Series 2019-BPR, Class E 6.409% (LIBOR 1 Month + 4.75%), 05/15/2036(f)(r)			39		38,804
					357,756
Total Commercial Mortgage-Backed Securities (cost $816,138)					830,035
QUASI-SOVEREIGNS – 0.0%
Quasi-Sovereign Bonds – 0.0%
Mexico – 0.0%
Petroleos Mexicanos 5.95%, 01/28/2031(f)			85		82,551
6.49%, 01/23/2027(f)			51		53,423
6.50%, 01/23/2029			41		42,083
6.84%, 01/23/2030(f)			72		75,060
7.69%, 01/23/2050(f)			18		18,717
					271,834
United States – 0.0%
Citgo Holding, Inc. 9.25%, 08/01/2024(f)			50		51,991
Total Quasi-Sovereigns (cost $316,900)					323,825
LOCAL GOVERNMENTS - US MUNICIPAL BONDS – 0.0%
United States – 0.0%
State of California Series 2010 7.60%, 11/01/2040			60		106,452
7.95%, 03/01/2036			130		130,664

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    65

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Tobacco Settlement Finance Authority Series 2007A 7.467%, 06/01/2047	U.S.$		50	$	55,536
Total Local Governments – US Municipal Bonds (cost $269,838)					292,652
		Shares
PREFERRED STOCKS – 0.0%
Utilities – 0.0%
Electric Utilities – 0.0%
SCE Trust III Series H 5.75%			1,027		24,874
Financials – 0.0%
Banks – 0.0%
GMAC Capital Trust I Series 2 7.477%			868		22,134
Industrials – 0.0%
Consumer Cyclical Services – 0.0%
Hovnanian Enterprises, Inc. 7.625%(a)			1,190		6,628
Total Preferred Stocks (cost $59,106)					53,636
WARRANTS – 0.0%
Media – 0.0%
iHeartMedia, Inc., expiring 05/01/2039(a)(d)			2,165		30,310
Construction & Engineering – 0.0%
Willscot Corp., expiring 11/29/2022(a)(c)(d)(e)			1,913		11,590
Software – 0.0%
Avaya Holdings Corp., expiring 12/15/2022(a)			4,686		5,857
Oil, Gas & Consumable Fuels – 0.0%
Amplify Energy Corp., expiring 04/21/2020(a)(d)			2,090		– 0	–
Battalion Oil Corp., expiring 10/08/2022(a)(c)			8		– 0	–
Battalion Oil Corp., expiring 10/08/2022(a)(b)(c)			10		– 0	–
Halcon Resources Corp., expiring 10/08/2022(a)(c)			6		– 0	–

66    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company		Shares			U.S. $ Value
SandRidge Energy, Inc., A-CW22, expiring 10/04/2022(a)(d)			4,803		$	21
SandRidge Energy, Inc., B-CW22, expiring 10/04/2022(a)(d)			2,019			6
						27
Total Warrants (cost $54,888)						47,784
		Principal Amount (000)
MORTGAGE PASS-THROUGHS – 0.0%
Agency Fixed Rate 30-Year – 0.0%
Federal National Mortgage Association Series 2006 5.00%, 01/01/2036 (cost $141)	U.S.$		0	**		146
SHORT-TERM INVESTMENTS – 22.2%
Governments - Treasuries – 12.0%
Japan – 12.0%
Japan Treasury Discount Bill Series 881 Zero Coupon, 04/13/2020	JPY		8,708,300			80,748,117
Nigeria – 0.0%
Nigeria Treasury Bills Zero Coupon, 04/09/2020-09/03/2020	NGN		111,982			297,127
Total Governments – Treasuries (cost $79,816,538)						81,045,244
		Shares
Investment Companies – 9.9%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(h)(u)(v) (cost $66,757,454)			66,757,454			66,757,454

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    67

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
U.S. Treasury Bills – 0.3%
United States – 0.3%
U.S. Treasury Bill Zero Coupon, 05/07/2020(q) (cost $1,994,397)	U.S.$		2,000	$	1,995,178
Total Short-Term Investments (cost $148,568,389)					149,797,876
Total Investments Before Security Lending Collateral for Securities Loaned – 97.5% (cost $627,381,188)					657,259,779
		Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.2%
Investment Companies – 1.2%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(h)(u)(v) (cost $7,862,335)			7,862,335		7,862,335
Total Investments – 98.7% (cost $635,243,523)					665,122,114
Other assets less liabilities – 1.3%					8,568,588
Net Assets – 100.0%				$	673,690,702

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Canadian Bond Futures		33		June 2020	$	3,508,855	$	27,908
10 Yr Japan Bond (OSE) Futures		115		March 2020		164,268,960		2,086,379
Amsterdam Index Futures		5		March 2020		595,127		(99,212	)
DAX Index Futures		4		March 2020		1,304,759		(169,686	)
Euro Buxl 30 Yr Bond Futures		111		March 2020		26,931,504		1,905,227
Euro STOXX 50 Futures		10		March 2020		365,849		(50,463	)
Euro-BOBL Futures		148		March 2020		22,164,758		271,976
Euro-BTP Futures		261		March 2020		41,997,973		1,130,298
Euro-Bund Futures		190		March 2020		37,222,329		1,037,278
Euro-CAC40 10 Futures		30		March 2020		1,757,434		(254,393	)

68    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Euro-Schatz Futures		199		March 2020	$	24,674,042	$	83,626
FTSE 100 Index Futures		18		March 2020		1,506,693		(214,655	)
FTSE China A50 Futures		1,662		March 2020		22,038,120		(525,275	)
FTSE/MIB Index Futures		3		March 2020		364,734		(23,838	)
IBEX 35 Index Futures		4		March 2020		383,879		(57,071	)
Long Gilt Futures		221		June 2020		38,366,285		274,671
MSCI EAFE Futures		19		March 2020		1,725,200		(167,749	)
MSCI Emerging Markets Futures		249		March 2020		12,559,560		(955,795	)
MSCI Singapore IX ETS Futures		62		March 2020		1,531,417		(80,463	)
OMXS30 Index Futures		76		March 2020		1,321,786		(176,773	)
S&P 500 E-Mini Futures		300		March 2020		44,266,500		(4,471,503	)
S&P Mid 400 E-Mini Futures		45		March 2020		8,154,900		(930,260	)
SPI 200 Futures		4		March 2020		415,234		(27,108	)
TOPIX Index Futures		9		March 2020		1,251,205		(119,492	)
U.S. T-Note 2 Yr (CBT) Futures		26		June 2020		5,676,531		52,781
U.S. T-Note 5 Yr (CBT) Futures		269		June 2020		33,019,750		323,125
U.S. T-Note 10 Yr (CBT) Futures		153		June 2020		20,616,750		309,351
Us Ultra Bond(CBT) Futures		195		June 2020		40,462,500		2,198,508
Sold Contracts
10 Yr Australian Bond Futures		81		March 2020		7,899,089		(101,809	)
10 Yr Canadian Bond Futures		70		June 2020		7,443,025		(60,763	)
10 Yr Mini Japan Government Bond Futures		15		March 2020		2,142,499		(24,013	)
Euro STOXX 50 Futures		24		March 2020		878,038		63,130
Euro-Bund Futures		219		March 2020		42,903,632		(1,106,911	)
Hang Seng Index Futures		11		March 2020		1,846,504		33,965
MSCI EAFE Futures		21		March 2020		1,906,800		196,111
Russell 1000 E-Mini Futures		31		March 2020		2,536,110		274,372
Russell 2000 E-Mini Futures		12		March 2020		884,940		122,798
S&P/TSX 60 Index Futures		24		March 2020		3,473,094		148,182
SPI 200 Futures		5		March 2020		519,043		11,834
Us Ultra Bond(CBT) Futures		5		June 2020		1,037,500		(45,790	)
							$	888,498

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Australia and New Zealand Banking Group Ltd.	USD	1,460	EUR	1,305		04/08/2020	$	(16,360	)
Australia and New Zealand Banking Group Ltd.	USD	1,993	SGD	2,753		03/19/2020		(16,754	)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    69

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Australia and New Zealand Banking Group Ltd.	USD	1,371	CNY	9,578		04/16/2020	$	28
Australia and New Zealand Banking Group Ltd.	USD	3,609	HKD	28,270		05/26/2020		17,756
Australia and New Zealand Banking Group Ltd.	USD	1,393	THB	44,137		03/19/2020		6,434
Bank of America, NA	COP	1,525,131	USD	456		03/19/2020		22,480
Bank of America, NA	RUB	265,818	USD	4,193		07/09/2020		291,874
Bank of America, NA	RUB	715,111	USD	11,170		03/16/2020		510,238
Bank of America, NA	JPY	154,691	USD	1,427		04/09/2020		(10,468	)
Bank of America, NA	RUB	90,561	USD	1,350		03/16/2020		(19	)
Bank of America, NA	BRL	22,546	USD	5,012		03/03/2020		(30,035	)
Bank of America, NA	ZAR	10,480	USD	721		04/08/2020		53,155
Bank of America, NA	CAD	2,890	USD	2,194		03/16/2020		41,187
Bank of America, NA	BRL	2,519	USD	579		03/03/2020		15,966
Bank of America, NA	EUR	3,288	USD	3,612		04/08/2020		(25,307	)
Bank of America, NA	CAD	943	USD	710		03/27/2020		7,384
Bank of America, NA	USD	505	CAD	665		03/16/2020		(9,919	)
Bank of America, NA	USD	2,092	CHF	2,029		03/18/2020		12,712
Bank of America, NA	GBP	1,062	EUR	1,233		03/13/2020		43
Bank of America, NA	CHF	1,396	NOK	13,250		03/12/2020		(39,875	)
Bank of America, NA	USD	2,148	GBP	1,650		03/13/2020		(31,264	)
Bank of America, NA	USD	2,127	EUR	1,933		04/08/2020		11,142
Bank of America, NA	USD	1,459	AUD	2,161		03/26/2020		(50,599	)
Bank of America, NA	USD	1,817	SGD	2,517		03/19/2020		(9,379	)
Bank of America, NA	USD	560	BRL	2,519		03/03/2020		3,356
Bank of America, NA	USD	701	CNY	4,921		04/16/2020		3,415
Bank of America, NA	USD	1,336	SEK	12,763		03/12/2020		(7,368	)
Bank of America, NA	USD	5,320	BRL	22,546		03/03/2020		(278,257	)
Bank of America, NA	CZK	24,256	EUR	951		03/26/2020		(430	)
Bank of America, NA	USD	2,990	NOK	26,321		03/12/2020		(192,005	)
Bank of America, NA	USD	2,833	INR	204,118		04/23/2020		(29,288	)
Bank of America, NA	USD	1,821	RUB	116,016		03/16/2020		(91,960	)
Barclays Bank PLC	KRW	5,237,537	USD	4,315		05/14/2020		(50,065	)
Barclays Bank PLC	JPY	221,266	USD	2,019		04/09/2020		(36,132	)
Barclays Bank PLC	INR	70,322	USD	964		04/23/2020		(2,001	)
Barclays Bank PLC	TRY	13,713	USD	2,263		03/30/2020		91,508
Barclays Bank PLC	CNY	18,554	USD	2,650		05/21/2020		(3,389	)
Barclays Bank PLC	SEK	10,459	USD	1,086		03/12/2020		(2,634	)
Barclays Bank PLC	MYR	9,112	USD	2,130		08/13/2020		(23,532	)
Barclays Bank PLC	EUR	11,992	USD	13,358		04/08/2020		90,429
Barclays Bank PLC	AUD	11,505	USD	7,663		03/26/2020		164,256
Barclays Bank PLC	NZD	4,015	USD	2,605		03/19/2020		95,325
Barclays Bank PLC	EUR	3,165	USD	3,473		04/08/2020		(29,213	)
Barclays Bank PLC	MYR	2,974	USD	704		08/13/2020		959
Barclays Bank PLC	EUR	1,292	USD	1,429		03/13/2020		1,773
Barclays Bank PLC	GBP	1,796	USD	2,349		03/13/2020		46,122
Barclays Bank PLC	USD	1,198	CHF	1,159		03/18/2020		4,862
Barclays Bank PLC	USD	13,911	AUD	20,750		03/26/2020		(385,836	)
Barclays Bank PLC	USD	2,128	CAD	2,845		03/27/2020		(8,749	)
Barclays Bank PLC	USD	4,833	CNY	33,902		05/21/2020		14,730
Barclays Bank PLC	USD	1,923	PEN	6,643		03/19/2020		(2,036	)

70    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	6,858	NOK	63,308		03/12/2020	$	(128,434	)
Barclays Bank PLC	USD	1,460	SEK	13,764		03/12/2020		(27,358	)
Barclays Bank PLC	USD	3,698	MYR	15,294		08/13/2020		(82,733	)
Barclays Bank PLC	USD	2,132	RUB	136,858		07/09/2020		(123,954	)
Barclays Bank PLC	USD	5,747	TWD	173,753		05/21/2020		55,150
Barclays Bank PLC	USD	7,826	INR	562,839		04/23/2020		(95,467	)
Barclays Bank PLC	USD	3,636	TWD	108,203		05/21/2020		(22,166	)
Barclays Bank PLC	USD	10,332	JPY	1,132,395		04/09/2020		188,114
Barclays Bank PLC	USD	3,177	PHP	161,388		03/12/2020		(18,229	)
Barclays Bank PLC	USD	10,289	RUB	636,521		03/16/2020		(800,770	)
Barclays Bank PLC	USD	1,443	CLP	1,178,942		03/19/2020		(1,522	)
Barclays Bank PLC	USD	4,370	KRW	5,154,531		05/14/2020		(73,999	)
BNP PARIBAS SA	CZK	119,149	USD	5,239		03/26/2020		70,251
BNP PARIBAS SA	THB	80,880	USD	2,675		03/19/2020		110,718
BNP PARIBAS SA	AUD	14,856	USD	10,194		03/26/2020		511,376
BNP PARIBAS SA	CAD	10,221	USD	7,705		03/27/2020		89,556
BNP PARIBAS SA	NZD	3,426	USD	2,170		03/19/2020		28,221
BNP PARIBAS SA	USD	767	CHF	752		03/18/2020		13,456
BNP PARIBAS SA	USD	17,933	CAD	23,595		03/27/2020		(353,237	)
BNP PARIBAS SA	USD	3,181	CHF	3,098		03/12/2020		32,096
BNP PARIBAS SA	USD	4,432	NZD	6,720		03/19/2020		(230,814	)
BNP PARIBAS SA	USD	1,451	CNY	10,222		04/16/2020		12,465
BNP PARIBAS SA	USD	709	ZAR	10,549		04/08/2020		(36,217	)
BNP PARIBAS SA	USD	4,907	PLN	18,681		03/26/2020		(143,546	)
BNP PARIBAS SA	USD	1,040	CZK	24,256		03/26/2020		12,158
Citibank, NA	JPY	10,386,128	USD	95,745		03/16/2020		(616,735	)
Citibank, NA	COP	5,968,258	USD	1,750		03/19/2020		55,047
Citibank, NA	HUF	677,965	USD	2,168		03/26/2020		(46,872	)
Citibank, NA	CLP	1,169,683	USD	1,442		03/19/2020		11,926
Citibank, NA	JPY	310,646	USD	2,851		04/09/2020		(35,034	)
Citibank, NA	INR	102,274	USD	1,414		04/23/2020		8,908
Citibank, NA	BRL	57,520	USD	13,107		04/02/2020		269,308
Citibank, NA	BRL	63,571	USD	14,131		03/03/2020		(84,687	)
Citibank, NA	CZK	32,960	USD	1,437		03/26/2020		7,473
Citibank, NA	BRL	22,849	USD	5,235		03/03/2020		125,267
Citibank, NA	SEK	13,764	USD	1,453		03/12/2020		20,059
Citibank, NA	NOK	26,251	USD	2,877		03/12/2020		86,484
Citibank, NA	SGD	12,695	USD	9,433		03/19/2020		318,462
Citibank, NA	ILS	12,380	USD	3,611		04/06/2020		35,762
Citibank, NA	BRL	6,850	USD	1,691		04/08/2020		162,434
Citibank, NA	CHF	5,686	USD	5,856		03/18/2020		(43,710	)
Citibank, NA	GBP	7,501	USD	9,826		03/13/2020		206,306
Citibank, NA	CHF	4,157	USD	4,288		03/12/2020		(23,382	)
Citibank, NA	EUR	1,595	USD	1,734		03/30/2020		(29,682	)
Citibank, NA	EUR	1,091	USD	1,187		04/08/2020		(20,278	)
Citibank, NA	EUR	645	USD	701		03/13/2020		(11,991	)
Citibank, NA	USD	3,173	GBP	2,420		03/13/2020		(68,968	)
Citibank, NA	USD	2,373	EUR	2,190		04/08/2020		49,998
Citibank, NA	USD	733	ILS	2,524		04/06/2020		(3,920	)
Citibank, NA	USD	7,667	EUR	6,888		04/08/2020		(45,756	)
Citibank, NA	USD	3,629	CHF	3,545		03/18/2020		49,267
Citibank, NA	USD	14,546	BRL	63,571		03/03/2020		(330,529	)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    71

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA	USD	5,079	BRL	22,849		03/03/2020	$	30,438
Citibank, NA	NOK	13,268	CHF	1,399		03/12/2020		41,123
Citibank, NA	USD	1,815	NOK	16,791		03/12/2020		(29,990	)
Citibank, NA	USD	1,456	CZK	32,960		03/26/2020		(26,178	)
Credit Suisse International	HKD	56,279	USD	7,172		05/26/2020		(49,024	)
Credit Suisse International	NOK	38,697	USD	4,340		03/12/2020		226,478
Credit Suisse International	SEK	14,751	USD	1,529		03/12/2020		(6,836	)
Credit Suisse International	CAD	2,471	USD	1,850		03/27/2020		8,560
Credit Suisse International	CHF	1,411	USD	1,460		03/18/2020		(3,379	)
Credit Suisse International	USD	1,469	GBP	1,116		03/13/2020		(37,242	)
Credit Suisse International	USD	1,872	NZD	2,930		03/19/2020		(40,047	)
Credit Suisse International	USD	8,110	AUD	12,062		03/26/2020		(248,145	)
Credit Suisse International	USD	4,024	EUR	3,612		04/08/2020		(27,366	)
Credit Suisse International	USD	822	TRY	5,045		03/30/2020		(23,347	)
Credit Suisse International	USD	3,573	HKD	28,009		05/26/2020		21,103
Credit Suisse International	USD	3,378	NOK	31,050		03/12/2020		(77,831	)
Credit Suisse International	USD	6,553	SEK	64,015		03/12/2020		111,302
Credit Suisse International	USD	1,716	INR	123,057		04/23/2020		(25,659	)
Credit Suisse International	USD	930	KRW	1,105,486		05/14/2020		(8,382	)
Deutsche Bank AG	PEN	27,040	USD	8,122		03/19/2020		302,660
Deutsche Bank AG	EUR	13,999	USD	15,666		04/08/2020		177,798
Deutsche Bank AG	ILS	12,459	USD	3,611		04/06/2020		12,792
Deutsche Bank AG	USD	1,452	ILS	4,953		04/06/2020		(22,025	)
Deutsche Bank AG	USD	1,804	NOK	15,970		03/12/2020		(106,289	)
Goldman Sachs Bank USA	HUF	3,447,592	USD	11,627		03/26/2020		364,231
Goldman Sachs Bank USA	JPY	896,788	USD	8,237		04/09/2020		(93,722	)
Goldman Sachs Bank USA	RUB	112,671	USD	1,673		03/16/2020		(6,883	)
Goldman Sachs Bank USA	RUB	105,514	USD	1,620		07/09/2020		71,962
Goldman Sachs Bank USA	RUB	137,095	USD	2,089		03/16/2020		45,766
Goldman Sachs Bank USA	ZAR	42,392	USD	2,700		04/08/2020		(2,595	)
Goldman Sachs Bank USA	MXN	26,789	USD	1,377		03/06/2020		16,423
Goldman Sachs Bank USA	CAD	7,902	USD	5,947		03/27/2020		60,456
Goldman Sachs Bank USA	NOK	6,578	USD	709		03/12/2020		10,083
Goldman Sachs Bank USA	GBP	1,667	USD	2,185		03/13/2020		47,234
Goldman Sachs Bank USA	USD	1,430	CAD	1,892		03/27/2020		(20,085	)
Goldman Sachs Bank USA	USD	1,424	SGD	1,948		03/19/2020		(25,306	)
Goldman Sachs Bank USA	USD	3,341	EUR	3,024		04/08/2020		4,543
Goldman Sachs Bank USA	USD	2,172	ILS	7,479		04/06/2020		(12,016	)
Goldman Sachs Bank USA	USD	917	SEK	8,608		03/12/2020		(20,344	)
Goldman Sachs Bank USA	NOK	10,096	CHF	1,059		03/12/2020		24,818
Goldman Sachs Bank USA	USD	739	TWD	22,118		05/21/2020		85
Goldman Sachs Bank USA	USD	5,707	BRL	25,736		04/02/2020		36,742
Goldman Sachs Bank USA	USD	1,981	RUB	126,834		07/09/2020		(119,781	)
Goldman Sachs Bank USA	USD	2,060	RUB	129,539		03/16/2020		(128,751	)
Goldman Sachs Bank USA	USD	1,512	JPY	162,780		03/16/2020		(1,383	)
HSBC Bank USA	HKD	84,986	USD	10,917		07/27/2020		13,462
HSBC Bank USA	CNY	52,940	USD	7,562		05/21/2020		(7,371	)
HSBC Bank USA	CNY	29,101	USD	4,165		04/16/2020		(1,458	)
HSBC Bank USA	TRY	10,708	USD	1,767		03/30/2020		71,746
HSBC Bank USA	GBP	1,309	USD	1,723		03/16/2020		44,536
HSBC Bank USA	USD	1,369	SGD	1,907		03/19/2020		(98	)
HSBC Bank USA	USD	1,031	PLN	3,973		03/26/2020		(18,074	)

72    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
HSBC Bank USA	USD	3,389	ZAR	49,534		04/08/2020	$	(230,267	)
HSBC Bank USA	USD	2,193	HUF	677,962		03/26/2020		22,066
JPMorgan Chase Bank, NA	IDR	30,832,991	USD	2,146		05/05/2020		42,196
JPMorgan Chase Bank, NA	KRW	2,906,360	USD	2,464		05/14/2020		41,933
JPMorgan Chase Bank, NA	JPY	1,396,464	USD	12,845		04/09/2020		(128,246	)
JPMorgan Chase Bank, NA	SEK	84,034	USD	8,747		03/12/2020		(1,974	)
JPMorgan Chase Bank, NA	PHP	76,520	USD	1,493		03/12/2020		(4,874	)
JPMorgan Chase Bank, NA	MXN	59,269	USD	2,997		03/06/2020		(12,571	)
JPMorgan Chase Bank, NA	PLN	14,589	USD	3,699		03/26/2020		(21,477	)
JPMorgan Chase Bank, NA	SEK	12,205	USD	1,293		03/12/2020		22,524
JPMorgan Chase Bank, NA	NOK	6,007	USD	669		03/12/2020		30,537
JPMorgan Chase Bank, NA	CHF	5,872	USD	6,064		03/18/2020		(28,032	)
JPMorgan Chase Bank, NA	CAD	1,872	USD	1,432		03/27/2020		37,510
JPMorgan Chase Bank, NA	USD	12,517	CHF	12,087		03/18/2020		24,164
JPMorgan Chase Bank, NA	USD	2,596	NOK	23,239		03/12/2020		(125,874	)
JPMorgan Chase Bank, NA	USD	1,095	TRY	6,908		03/30/2020		(1,821	)
JPMorgan Chase Bank, NA	USD	6,145	NZD	9,280		03/19/2020		(343,770	)
JPMorgan Chase Bank, NA	USD	7,547	CNY	52,940		05/21/2020		23,002
JPMorgan Chase Bank, NA	USD	10,219	MXN	194,963		03/06/2020		(318,777	)
JPMorgan Chase Bank, NA	USD	8,748	SEK	81,923		03/12/2020		(218,400	)
JPMorgan Chase Bank, NA	USD	2,962	JPY	322,068		04/09/2020		29,577
JPMorgan Chase Bank, NA	USD	2,824	HUF	868,994		03/26/2020		14,575
JPMorgan Chase Bank, NA	USD	4,664	HUF	1,419,650		03/26/2020		(26,521	)
JPMorgan Chase Bank, NA	USD	468	COP	1,525,131		03/19/2020		(34,562	)
Morgan Stanley Capital Services, Inc.	CLP	6,786,733	USD	8,902		03/19/2020		604,017
Morgan Stanley Capital Services, Inc.	JPY	313,703	USD	2,868		04/09/2020		(46,680	)
Morgan Stanley Capital Services, Inc.	NOK	129,258	USD	14,621		03/12/2020		881,581
Morgan Stanley Capital Services, Inc.	BRL	60,749	USD	14,424		03/03/2020		839,441
Morgan Stanley Capital Services, Inc.	ZAR	21,797	USD	1,440		04/08/2020		49,836
Morgan Stanley Capital Services, Inc.	BRL	4,723	USD	1,164		04/08/2020		110,325
Morgan Stanley Capital Services, Inc.	CAD	2,874	USD	2,164		03/27/2020		22,429
Morgan Stanley Capital Services, Inc.	AUD	2,105	USD	1,410		03/26/2020		37,664
Morgan Stanley Capital Services, Inc.	USD	715	CHF	702		03/18/2020		13,658
Morgan Stanley Capital Services, Inc.	USD	1,819	CAD	2,413		03/27/2020		(21,722	)
Morgan Stanley Capital Services, Inc.	USD	10,511	TRY	63,297		03/30/2020		(490,709	)
Morgan Stanley Capital Services, Inc.	USD	13,504	BRL	60,749		03/03/2020		80,928
Morgan Stanley Capital Services, Inc.	USD	2,886	ILS	9,879		04/06/2020		(32,495	)
Morgan Stanley Capital Services, Inc.	USD	3,743	CZK	84,817		03/26/2020		(63,752	)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    73

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services, Inc.	USD	1,463	JPY	161,868		04/09/2020	$	40,734
Morgan Stanley Capital Services, Inc.	USD	5,969	CLP	4,599,380		03/19/2020		(344,865	)
Morgan Stanley Capital Services, Inc.	USD	2,932	KRW	3,474,893		05/14/2020		(35,965	)
Morgan Stanley Capital Services, Inc.	USD	3,805	IDR	53,122,498		05/05/2020		(181,273	)
Natwest Markets PLC	COP	11,572,967	USD	3,413		03/19/2020		127,130
Natwest Markets PLC	CLP	4,464,220	USD	5,721		03/19/2020		262,149
Natwest Markets PLC	INR	103,625	USD	1,449		04/23/2020		25,522
Natwest Markets PLC	MYR	7,505	USD	1,803		08/13/2020		29,092
Natwest Markets PLC	CAD	4,782	USD	3,637		03/27/2020		74,610
Natwest Markets PLC	SGD	2,957	USD	2,166		03/19/2020		43,117
Natwest Markets PLC	USD	1,410	GBP	1,083		03/13/2020		(21,440	)
Natwest Markets PLC	GBP	1,650	EUR	1,937		03/13/2020		24,476
Natwest Markets PLC	USD	2,181	PEN	7,382		03/19/2020		(46,229	)
Natwest Markets PLC	USD	2,167	NOK	19,058		03/12/2020		(141,169	)
Natwest Markets PLC	USD	2,232	TWD	65,630		11/10/2020		(16,697	)
Natwest Markets PLC	USD	3,605	CLP	2,805,294		03/19/2020		(175,107	)
Societe Generale	CHF	2,695	USD	2,793		03/18/2020		(3,400	)
Standard Chartered Bank	IDR	45,012,645	USD	3,265		05/05/2020		193,823
Standard Chartered Bank	JPY	102,815	USD	920		04/09/2020		(35,509	)
Standard Chartered Bank	INR	101,356	USD	1,406		04/23/2020		13,784
Standard Chartered Bank	ZAR	15,492	USD	1,060		04/08/2020		71,832
Standard Chartered Bank	CAD	4,801	USD	3,625		03/27/2020		48,520
Standard Chartered Bank	NZD	6,655	USD	4,306		03/19/2020		146,005
Standard Chartered Bank	AUD	1,093	USD	722		03/26/2020		9,779
Standard Chartered Bank	USD	1,445	SGD	2,008		03/19/2020		(3,524	)
Standard Chartered Bank	USD	1,421	NZD	2,196		03/19/2020		(48,457	)
Standard Chartered Bank	USD	2,159	CAD	2,872		03/27/2020		(19,868	)
Standard Chartered Bank	USD	1,462	JPY	158,758		04/09/2020		12,409
State Street Bank & Trust Co.	JPY	78,534	USD	719		04/09/2020		(10,655	)
State Street Bank & Trust Co.	THB	190,598	USD	6,138		03/19/2020		96,542
State Street Bank & Trust Co.	JPY	51,243	USD	473		03/16/2020		(2,026	)
State Street Bank & Trust Co.	ZAR	13,863	USD	918		04/08/2020		34,056
State Street Bank & Trust Co.	SEK	10,219	USD	1,047		03/12/2020		(17,144	)
State Street Bank & Trust Co.	MXN	8,470	USD	444		03/06/2020		13,754
State Street Bank & Trust Co.	NOK	7,938	USD	850		03/12/2020		6,568
State Street Bank & Trust Co.	EUR	5,853	USD	6,544		04/08/2020		69,026
State Street Bank & Trust Co.	EUR	2,337	USD	2,605		03/16/2020		23,232
State Street Bank & Trust Co.	CAD	1,556	USD	1,176		03/27/2020		17,189
State Street Bank & Trust Co.	SGD	1,006	USD	726		03/19/2020		3,380
State Street Bank & Trust Co.	CAD	1,240	USD	941		03/16/2020		18,396
State Street Bank & Trust Co.	EUR	395	USD	436		06/15/2020		(2,600	)
State Street Bank & Trust Co.	CAD	408	USD	307		06/15/2020		3,121
State Street Bank & Trust Co.	CAD	230	USD	171		06/15/2020		(431	)
State Street Bank & Trust Co.	EUR	239	USD	263		04/08/2020		(1,255	)
State Street Bank & Trust Co.	GB	P75	USD	98		03/16/2020		2,180
State Street Bank & Trust Co.	USD	4	GBP	3		03/16/2020		(106	)
State Street Bank & Trust Co.	USD	266	CHF	257		03/18/2020		456
State Street Bank & Trust Co.	USD	195	EUR	177		03/16/2020		268

74    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	USD	726	EUR	661		04/08/2020	$	5,564
State Street Bank & Trust Co.	USD	108	CAD	144		03/16/2020		(1,028	)
State Street Bank & Trust Co.	USD	1,687	CAD	2,224		03/27/2020		(29,844	)
State Street Bank & Trust Co.	USD	1,197	GBP	925		03/13/2020		(10,824	)
State Street Bank & Trust Co.	USD	595	ZAR	8,772		04/08/2020		(35,691	)
State Street Bank & Trust Co.	USD	1,445	AUD	2,105		03/26/2020		(73,095	)
State Street Bank & Trust Co.	USD	6,863	EUR	6,134		04/08/2020		(76,740	)
State Street Bank & Trust Co.	USD	862	NOK	7,938		03/12/2020		(18,507	)
State Street Bank & Trust Co.	USD	717	THB	22,198		03/19/2020		(13,084	)
State Street Bank & Trust Co.	USD	2,165	THB	68,458		03/19/2020		4,916
State Street Bank & Trust Co.	USD	15,084	JPY	1,655,131		03/16/2020		272,195
State Street Bank & Trust Co.	USD	917	IDR	13,298,780		05/05/2020		(9,271	)
UBS AG	PHP	346,546	USD	6,804		03/12/2020		21,062
UBS AG	TWD	65,630	USD	2,235		11/10/2020		19,491
UBS AG	EUR	3,058	USD	3,420		04/08/2020		37,081
UBS AG	NZD	4,753	USD	3,006		03/19/2020		34,652
UBS AG	GBP	1,680	USD	2,175		03/13/2020		20,393
UBS AG	CAD	1,641	USD	1,235		03/16/2020		11,993
UBS AG	USD	1,824	GBP	1,381		03/16/2020		(52,888	)
UBS AG	TRY	10,672	EUR	1,594		03/30/2020		73,713
UBS AG	USD	1,441	NOK	13,236		03/12/2020		(33,935	)
UBS AG	USD	1,606	MXN	30,393		03/06/2020		(62,326	)
UBS AG	USD	2,163	SEK	20,665		03/12/2020		(11,713	)
UBS AG	USD	2,595	JPY	284,186		04/09/2020		45,409
							$	905,658

CURRENCY OPTIONS WRITTEN (see Note D)

Description/ Counterparty	Exercise Price		Expiration Month		Contracts		Notional Amount (000)		Premiums Received		U.S. $ Value
Put
RUB vs. USD/ Bank of America, NA(w)	RUB	67.350		07/2020		1,221,931,050	RUB	1,221,931	$	158,824	$	(641,979	)

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
USD	5,320		11/01/2021	3 Month LIBOR	1.646%	Quarterly/ Semi-Annual	$	78,547	$	—	$	78,547
USD	3,460		12/06/2021	3 Month LIBOR	1.602%	Quarterly/ Semi-Annual		35,320		—		35,320
USD	2,030		01/13/2022	3 Month LIBOR	1.650%	Quarterly/ Semi-Annual		24,600		—		24,600

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    75

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
USD	8,850		02/07/2022	3 Month LIBOR	1.501%	Quarterly/ Semi-Annual	$	87,777		$	—		$	87,777
CNY	36,260		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly/ Quarterly		37,513			—			37,513
CNY	107,914		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly/ Quarterly		148,376			—			148,376
CNY	109,516		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly/ Quarterly		167,071			—			167,071
USD	1,020		11/01/2029	1.728%	3 Month LIBOR	Semi-Annual/ Quarterly		(64,537	)		—			(64,537	)
NOK	9,060		11/04/2029	1.861%	6 Month NIBOR	Annual/ Semi-Annual		(28,880	)		(25,011	)		(3,869	)
NOK	9,060		11/04/2029	6 Month NIBOR	1.861%	Semi-Annual/ Annual		28,846			—			28,846
CHF	4,640		11/04/2029	6 Month LIBOR	(0.235)%	Semi-Annual/ Annual		165,736			—			165,736
USD	680		12/06/2029	1.718%	3 Month LIBOR	Semi-Annual/ Quarterly		(39,411	)		—			(39,411	)
NOK	38,740		12/17/2029	6 Month NIBOR	2.001%	Semi-Annual/ Annual		177,425			—			177,425
NOK	11,810		12/17/2029	2.001%	6 Month NIBOR	Annual/ Semi-Annual		(54,018	)		(48,390	)		(5,628	)
NZD	9,460		12/17/2029	3 Month BKBM	1.730%	Quarterly/ Semi-Annual		320,853			—			320,853
NZD	9,460		12/17/2029	1.730%	3 Month BKBM	Semi-Annual/ Quarterly		(320,384	)		(319,884	)		(500	)
NZD	10,420		12/24/2029	3 Month BKBM	1.780%	Quarterly/ Semi-Annual		383,006			—			383,006
NZD	5,450		12/24/2029	1.780%	3 Month BKBM	Semi-Annual/ Quarterly		(200,061	)		(200,132	)		71
SEK	63,770		01/09/2030	3 Month STIBOR	0.613%	Quarterly/ Annual		234,279			—			234,279
SEK	60,930		01/09/2030	0.613%	3 Month STIBOR	Annual/ Quarterly		(223,512	)		(212,848	)		(10,664	)
USD	440		01/13/2030	1.820%	3 Month LIBOR	Semi-Annual/ Quarterly		(29,982	)		—			(29,982	)
SEK	116,270		02/03/2030	3 Month STIBOR	0.459%	Quarterly/ Annual		238,132			—			238,132
NOK	23,770		02/03/2030	6 Month NIBOR	1.753%	Semi- Annual/ Annual		52,130			—			52,130
NZD	5,860		02/03/2030	3 Month BKBM	1.405%	Quarterly/ Semi-Annual		81,775			—			81,775

76    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CHF	4,270		02/03/2030	6 Month LIBOR	(0.368)%	Semi-Annual/ Annual	$	81,278		$	(13	)	$	81,291
USD	1,760		02/07/2030	1.615%	3 Month LIBOR	Semi-Annual/ Quarterly		(85,772	)		—			(85,772	)
CHF	1,080		02/07/2030	6 Month LIBOR	(0.332)%	Semi-Annual/ Annual		24,856			—			24,856
CHF	340		03/03/2030	6 Month LIBOR	(0.537)%	Semi-Annual/ Annual		—			(193	)		193
							$	1,320,963		$	(806,471	)	$	2,127,434

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		(5.00	)%		Quarterly		3.42	%	USD	5	$	(248	)	$	(236	)	$	(12	)
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		(5.00	)		Quarterly		3.42		USD	3,331		(171,741	)		(149,132	)		(22,609	)
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		(5.00	)		Quarterly		3.42		USD	3,542		(182,629	)		(171,559	)		(11,070	)
CDX-NAHY Series 30, 5 Year Index, 06/20/2023*		(5.00	)		Quarterly		3.45		USD	1,411		(80,559	)		(72,465	)		(8,094	)
CDX-NAHY Series 31, 5 Year Index, 12/20/2023*		(5.00	)		Quarterly		3.53		USD	1,244		(75,444	)		(86,999	)		11,555
CDX-NAHY Series 32, 5 Year Index, 06/20/2024*		(5.00	)		Quarterly		3.59		USD	1,411		(90,250	)		(92,983	)		2,733
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		(5.00	)		Quarterly		3.85		USD	27,680		(1,610,063	)		(1,366,643	)		(243,420	)
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		(5.00	)		Quarterly		3.85		USD	510		(5,169	)		(28,592	)		23,423

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    77

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
iTraxxx Xover Series 28, 5 Year Index, 12/20/2022*		(5.00	) %		Quarterly		2.67	%	EUR	1,837	$	(147,771	)	$	(157,684	)	$	9,913
Sale Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		5.00			Quarterly		3.42		USD	5		248			253			(5	)
CDX-NAHY Series 31, 5 Year Index, 12/20/2023*		5.00			Quarterly		3.53		USD	1,244		75,444			37,277			38,167
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	17,342		992,973			1,473,158			(480,185	)
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	256		14,914			12,057			2,857
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	256		14,914			12,057			2,857
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	385		22,401			17,647			4,754
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	127		7,371			6,060			1,311
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	510		33,761			28,592			5,169
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.85		USD	510		28,663			23,494			5,169
CDX-NAIG Series 28, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.40		USD	84,550		1,322,227			923,181			399,046
CDX-NAIG Series 32, 5 Year Index, 06/20/2024*		1.00			Quarterly		0.62		USD	1,090		19,660			20,849			(1,189	)

78    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Federative Republic of Brazil, 4.250%, 01/07/2025, 12/20/2024*		1.00	%		Quarterly		1.36	%	USD	395	$	(5,691	)	$	(5,693	)	$	2
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	4,496		476,931			612,367			(135,436	)
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	168		17,840			16,116			1,724
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	366		38,867			35,653			3,214
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	144		15,292			14,174			1,118
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	145		15,398			14,371			1,027
iTraxx Xover Series 32, 5 Year Index, 12/20/2024*		5.00			Quarterly		3.03		EUR	77		8,177			7,409			768
iTraxxx Europe Series 27, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.33		EUR	37,100		720,390			624,898			95,492
iTraxxx Europe Series 31, 5 Year Index, 06/20/2024*		1.00			Quarterly		0.58		EUR	970		21,754			23,230			(1,476	)
Republic of South Africa, 5.500%, 03/09/2020, 12/20/2024*		1.00	%		Quarterly		2.16	%	USD	330	$	(16,647	)	$	(11,658	)	$	(4,989	)
											$	1,461,013		$	1,759,199		$	(298,186	)

* Termination date

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    79

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CMBX.NA.BB Series 6, 05/11/2063*		5.00	%		Monthly		12.63	%	USD	1,955	$	(312,930	)	$	(341,583	)	$	28,653
Credit Suisse International
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		6.66		USD	4,728		(387,223	)		(465,472	)		78,249
Deutsche Bank AG
CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.63		USD	2,500		(400,167	)		(446,120	)		45,953
Goldman Sachs International
Avis Budget Group, Inc., 5.250%, 03/15/2025, 12/20/2023*		5.00			Quarterly		1.54		USD	50		6,883			2,455			4,428
											$	(1,093,437	)	$	(1,250,720	)	$	157,283

* 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

Payment Frequency Paid Received

Market Value

Upfront Premiums Paid (Received)

Unrealized Appreciation/ (Depreciation)

Citibank, NA

5,530

07/09/2024

CPI#

1.840%

Maturity

$

112,067

$

—

$

112,067

# 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	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
MLABVG1(1)	0.09%	Quarterly	USD	32,708		11/16/2020	$	394,840
Barclays Bank PLC
Barclays Capital US Inflation Linked Bonds 1 to 10 Year	LIBOR Plus 0.0025%	Maturity	USD	134,967		05/01/2020		453,738

80    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA
CGABROEA	LIBOR Plus 0.20%	Quarterly	USD	894		02/16/2021	$	(126,272	)
CGABROEA	LIBOR Plus 0.20%	Quarterly	USD	1,977		02/16/2021		(279,615	)
Markit iBoxx EUR Contingent Convertible Liquid Developed Market AT1 TRI	3 Month EURIBOR Plus 1.00%	Quarterly/ Maturity	EUR	558		03/20/2020		(4,908	)
Goldman Sachs & Co.
Mellanox Technologies Ltd.	LIBOR Plus 0.35%	Annual	USD	195		01/05/2021		9,018
Mellanox Technologies Ltd.	LIBOR Plus 0.35%	Annual	USD	145		01/05/2021		7,390
Goldman Sachs International
Mellanox Technologies Ltd.	LIBOR Plus 0.35%	Monthly	USD	1,791		01/05/2021		74,454
Russell 2000 Total Return Index	LIBOR Plus 1.691%	Quarterly	USD	8,563		05/15/2020		(1,205,206	)
JPMorgan Chase Bank, NA
JPQABACP	0.12%	Quarterly	USD	2,417		07/15/2020		(345,293	)
JPQABACP(2)	(0.10)%	Annual	USD	17,067		07/15/2020		(5,033,967	)
JPQABEUV	3 Month EURIBOR Minus 0.05%	Quarterly	EUR	286		03/16/2020		(38,033	)
JPQABEUV	3 Month EURIBOR Minus 0.05%	Quarterly	EUR	685		03/16/2020		(91,213	)
Sophos Group PLC	LIBOR Plus 0.50%	Annual	USD	1,066		08/14/2020		11,989
Sophos Group PLC	LIBOR Plus 0.50%	Annual	USD	223		08/14/2020		2,289
Morgan Stanley Capital Services LLC
Bloomberg Commodity Index	0.12%		USD	46,496		03/16/2020		(5,368,140	)
Sophos Group PLC	LIBOR Plus0.35%	Monthly	USD	160		01/27/2021		1,502
Pay Total Return on Reference Obligation
Barclays Bank PLC
LEGATRUH	LIBOR Minus 0.001%	Quarterly	USD	5,548		04/15/2020		(21,336	)
Credit Suisse International
CSUSABCD	LIBOR Plus 1.751%	Quarterly	USD	958		09/15/2020		94,650
Goldman Sachs & Co.
Charles Schwab Corp. (The)	LIBOR Minus 0.30%	Monthly	USD	972		01/05/2021		194,792
Charles Schwab Corp. (The)	LIBOR Minus 0.30%	Monthly	USD	907		01/05/2021		192,389
First Horizon National Corp.	LIBOR Minus 0.29%	Monthly	USD	499		01/05/2021		116,592

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    81

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
First Horizon National Corp.	LIBOR Minus 0.29%	Monthly	USD	373		01/05/2021	$	89,062
First Horizon National Corp.	LIBOR Minus 0.28%	Monthly	USD	313		01/05/2021		77,298
First Horizon National Corp.	LIBOR Minus 0.31%	Monthly	USD	265		01/05/2021		63,262
First Horizon National Corp.	LIBOR Minus 0.29%	Monthly	USD	210		01/05/2021		54,354
First Horizon National Corp.	LIBOR Minus 1.54%	Monthly	USD	73		01/05/2021		18,465
First Horizon National Corp.	LIBOR Minus 0.29%	Monthly	USD	19		01/05/2021		4,755
First Horizon National Corp.	LIBOR Minus 0.30%	Monthly	USD	22		01/05/2021		4,717
First Horizon National Corp.	LIBOR Minus 0.30%	Quarterly	USD	53		01/05/2021		498
First Horizon National Corp.	LIBOR Minus 0.30%	Monthly	USD	1		01/05/2021		269
United Bankshares, Inc./WV	LIBOR Minus 0.29%	Monthly	USD	308		01/05/2021		102,376
United Bankshares, Inc./WV	LIBOR Minus 0.29%	Monthly	USD	236		01/05/2021		81,423
United Bankshares, Inc./WV	LIBOR Minus 1.54%	Monthly	USD	215		01/05/2021		71,533
United Bankshares, Inc./WV	LIBOR Minus 0.28%	Monthly	USD	203		01/05/2021		69,990
United Bankshares, Inc./WV	LIBOR Minus 1.54%	Monthly	USD	156		01/05/2021		55,682
United Bankshares, Inc./WV	LIBOR Minus 0.30%	Monthly	USD	97		01/05/2021		20,615
United Bankshares, Inc./WV	LIBOR Minus 0.29%	Monthly	USD	45		01/05/2021		14,637
Goldman Sachs International
S&P 500 Total Return Index	LIBOR Plus 0.14%	Quarterly	USD	94,507		05/15/2020		13,332,697
JPMorgan Chase Bank, NA
Borgwarner, Inc.	LIBOR Minus 0.31%	Monthly	USD	672		08/14/2020		92,198
Borgwarner, Inc.	LIBOR Minus 0.30%	Monthly	USD	376		08/14/2020		37,388
Borgwarner, Inc.	LIBOR Minus 0.30%	Monthly	USD	1		08/14/2020		94
Borgwarner, Inc.	LIBOR Minus 0.30%	Monthly	USD	1		08/14/2020		66
Independent Bank Group, Inc.	LIBOR Minus 0.30%	Annual	USD	687		08/14/2020		96,185
Morgan Stanley	LIBOR Minus 0.30%	Monthly	USD	1,297		08/14/2020		265,803
Morgan Stanley	LIBOR Minus 0.30%	Monthly	USD	326		08/14/2020		36,598
Peugeot SA	EURIBOR Minus 0.20%	Monthly	EUR	293		08/14/2020		35,210

82    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Peugeot SA	EURIBOR Minus 0.20%	Monthly	EUR	309		08/14/2020	$	31,353
South State Corp.	LIBOR Minus 0.31%	Monthly	USD	226		08/14/2020		43,705
South State Corp.	LIBOR Minus 0.31%	Monthly	USD	40		08/14/2020		5,935
South State Corp.	LIBOR Minus 0.31%	Monthly	USD	2		08/14/2020		304
Worldline SA/France	EURIBOR Minus 0.20%	Quarterly	EUR	651		08/14/2020		3,497
Xperi Corp.	LIBOR Minus 0.30%	Monthly	USD	111		08/14/2020		15,136
Xperi Corp.	LIBOR Minus 0.30%	Monthly	USD	2		08/14/2020		183
Xperi Corp.	LIBOR Minus 0.30%	Quarterly	USD	268		08/14/2020		(8,924	)
Morgan Stanley Capital Services LLC
AbbVie, Inc.	LIBOR Minus 2.40%	Annual	USD	122		01/27/2021		(10,331	)
AbbVie, Inc.	LIBOR Minus 2.37%	Annual	USD	152		01/27/2021		(12,800	)
AbbVie, Inc.	LIBOR Minus 2.36%	Annual	USD	236		01/27/2021		(19,896	)
AbbVie, Inc.	LIBOR Minus 2.36%	Annual	USD	342		01/27/2021		(28,866	)
Eldorado Resorts, Inc.	LIBOR Minus 0.58%	Quarterly	USD	37		01/27/2021		(1,904	)
Eldorado Resorts, Inc.	LIBOR Plus 0.30%	Annual	USD	760		01/27/2021		(75,614	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	44		01/27/2021		2,089
Flutter Entertainment PLC	LIBOR Minus 0.875%	Monthly	GBP	440		01/27/2021		(12,807	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	185		01/27/2021		(13,090	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	162		01/27/2021		(15,102	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	214		01/27/2021		(16,904	)
Flutter Entertainment PLC	LIBOR Minus 0.875%	Monthly	GBP	297		01/27/2021		(17,297	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	240		01/27/2021		(19,715	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	233		01/27/2021		(21,695	)
Flutter Entertainment PLC	LIBOR Minus 0.30%	Monthly	GBP	402		01/27/2021		(35,390	)
MSABHOWN	LIBOR Minus 0.30%	Quarterly	USD	665		02/16/2021		4,977
MSABHOWN	LIBOR Minus 0.60%	Quarterly	USD	884		02/16/2021		126,613

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    83

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received		Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Swiss Marketing Index Future		1.00%		Monthly	CHF	2,346		03/20/2020	$	195,979
Swiss Marketing Index Future		0.00%		Monthly	CHF	306		03/20/2020		29,030
T-Mobile US, Inc.		LIBOR Minus 0.29%		Monthly	USD	47		01/27/2021		(3,657	)
T-Mobile US, Inc.		LIBOR Minus 0.29%		Monthly	USD	249		01/27/2021		(14,566	)
									$	3,795,078

VARIANCE SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)		Market Value			Upfront Premiums (Paid) Received		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC
JPY/USD 05/27/2020*		5.88	%		Maturity	USD	633	$	213,881		$	—	$	213,881
Goldman Sachs International
FTSE 100 Index 03/20/2020*		14.45			Maturity	GBP	453		2,334,743			—		2,334,743
UBS AG
FTSE 100 Index 05/15/2020*		14.95			Maturity	GBP	509		1,701,571			—		1,701,571
Nikkei 225 Index 05/08/2020*		18.53			Maturity	JPY	89,617		2,285,357			—		2,285,357
S&P/ASX 200 Index 05/21/2020*		13.63			Maturity	AUD	802		618,989			—		618,989
Sale Contracts
Barclays Bank PLC
S&P 500 Index 05/15/2020*		24.40			Maturity	USD	4,329		(4,752,161	)		—		(4,752,161	)
Citibank, NA
Nasdaq 100 Stock Index 03/20/2020*		22.20			Maturity	USD	950		(4,027,668	)		—		(4,027,668	)
UBS AG
FTSE 100 Index 03/20/2020*		11.05			Maturity	GBP	348		(3,380,324	)		—		(3,380,324	)
Nikkei 225 Index 03/13/2020*		18.00			Maturity	JPY	36,419		(2,276,979	)		—		(2,276,979	)
Russell 2000 Index 03/20/2020*		19.00			Maturity	USD	214		(1,186,069	)		—		(1,186,069	)
S&P 500 Index 03/20/2020*		17.65			Maturity	USD	194		(1,278,100	)		—		(1,278,100	)
								$	(9,746,760	)	$	—	$	(9,746,760	)

* Termination date

** Principal amount less than 500.

(a) Non-income producing security.

84    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

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

(d) Illiquid security.

(e) Fair valued by the Adviser.

(f) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 29, 2020, the aggregate market value of these securities amounted to $56,720,402 or 8.4% of net assets.

(g) Restricted and illiquid security.

Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
CHC Group LLC		04/26/2017	$	34,109	$	742		0.00	%
CHC Group LLC/CHC Finance Ltd. Series AI Zero Coupon, 10/01/2020		04/26/2017		170,769		31,695		0.00	%

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

(i) Defaulted matured security.

(j) 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 February 29, 2020.

(k) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.05% of net assets as of February 29, 2020, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Digicel Group One Ltd. 8.25%, 12/30/2022		01/09/2019	$	128,387	$	90,183		0.01	%
Exide International Holdings LP(Superpriority Lien) 10.75%, 10/31/2021		01/31/2019		105,884		112,373		0.02	%
Exide Technologies(Exchange Priority) 11.00%, 10/31/2024		12/01/2019		61,198		62,499		0.01	%
Exide Technologies(First Lien) 11.00%, 10/31/2024		06/21/2019		17,782		18,940		0.00	%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022		04/26/2017		14,589		96		0.00	%
K2016470260 South Africa Ltd. 25.00%, 12/31/2022		04/26/2017		17,405		13		0.00	%
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018		04/26/2017		15		0		0.00	%
Terraform Global Operating LLC 6.125%, 03/01/2026		02/08/2018		37,000		38,652		0.01	%
Tonon Luxembourg SA 6.50%, 10/31/2024		04/26/2017		2,464		154		0.00	%
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018		04/26/2017		33,435		11,770		0.00	%

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    85

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

(l) Pays 10.75% cash or up to 4.50% PIK and remaining in cash.

(m) Convertible security.

(n) Defaulted.

(o) When-Issued or delayed delivery security.

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

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

(r) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 29, 2020.

(s) The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at February 29, 2020.

(t) 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.

(u) Affiliated investments.

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

(w) One contract relates to 1 share.

Currency Abbreviations:

ARS – Argentine Peso

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

HUF – Hungarian Forint

IDR – Indonesian Rupiah

ILS – Israeli Shekel

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

INR – Indian Rupee

MXN – Mexican Peso

MYR – Malaysian Ringgit

NGN – Nigerian Naira

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

THB – Thailand Baht

TRY – Turkish Lira

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

86    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

BTP – Buoni del Tesoro Poliennali

CAC – Cotation Assistée en Continu (Continuous Assisted Quotation)

CBT – Chicago Board of Trade

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

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

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

CLO – Collateralized Loan Obligations

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

DAX – Deutscher Aktien Index (German Stock Index)

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

ETS – Emission Trading Scheme

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

IBEX – International Business Exchange

LIBOR – London Interbank Offered Rates

MIB – Milano Italia Borsa

MSCI – Morgan Stanley Capital International

NIBOR – Norwegian Interbank Offered Rate

OMXS – Stockholm Stock Exchange

OSE – Osaka Securities Exchange

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

(1) The following table represents the (long/(short)) equity basket holdings underlying the total return swap with MLABVG1 as of February 29, 2020.

Security Description	Shares			Current Notional			Percent of Basket’s Value
Russell 2000 Total Return Growth		(4,954	)	$	(35,193,476	)		(107.6	)%
Russell 2000 Total Return Value		3,015			31,818,934			97.3	%

(2) The following table represents the 50 largest (long/(short)) equity basket holdings underlying the total return swap with JPQABACP as of February 29, 2020.

Security Description	Shares			Current Notional			Percent of Basket’s Value
MSCI AC World Index IMI		(15,245	)	$	(27,390,830	)		(161.4	)%
Royal Dutch Shell PLC		1,248			2,651,432			15.6	%
Chevron Corp.		13,966			1,303,607			7.7	%
BP PLC		2,459			1,244,258			7.3	%
TOTAL SA		29,066			1,225,380			7.2	%
Exxon Mobil Corp.		19,541			1,005,188			5.9	%
Agnico Eagle Mines, Ltd.		17,940			851,196			5.0	%
EOG Resources, Inc.		11,018			696,982			4.1	%
Glencore PLC		2,387			589,114			3.5	%

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    87

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
LUKOIL PJSC		6,755	$	574,953		3.4	%
Repsol SA		47,732		531,125		3.1	%
MMC Norilsk Nickel PJSC		17,089		513,700		3.0	%
PetroChina Co., Ltd.		1,296,987		502,615		3.0	%
Boliden AB		24,333		497,948		2.9	%
Vale SA		45,021		442,106		2.6	%
Antofagasta PLC		343		329,415		1.9	%
Rio Tinto PLC		66		305,396		1.8	%
First Quantum Minerals, Ltd.		40,839		301,803		1.8	%
Motor Oil Hellas Corinth Refin		17,896		290,935		1.7	%
Polyus PJSC		4,678		289,547		1.7	%
Mosaic Co./The		16,561		282,032		1.7	%
Halliburton Co.		15,748		267,085		1.6	%
Kirkland Lake Gold, Ltd.		8,027		258,879		1.5	%
Alcoa Corp.		18,198		252,406		1.5	%
JXTG Holdings, Inc.		61,412		247,094		1.5	%
Lundin Mining Corp.		47,823		244,041		1.4	%
Origin Energy, Ltd.		54,195		243,894		1.4	%
Newcrest Mining, Ltd.		14,058		238,387		1.4	%
Cosan SA		13,869		224,923		1.3	%
Yamato Kogyo Co., Ltd.		10,203		213,777		1.3	%
Aker BP ASA		8,642		202,278		1.2	%
Tupras Turkiye Petrol Rafineri		10,952		177,532		1.0	%
Johnson Matthey PLC		52		167,748		1.0	%
Inpex Corp.		18,012		155,784		0.9	%
Sumitomo Metal Mining Co., Ltd.		6,181		153,889		0.9	%
NexTier Oilfield Solutions, Inc.		32,258		150,321		0.9	%
Continental Resources, Inc./OK		7,537		142,829		0.8	%
S-Oil Corp.		2,597		142,411		0.8	%
Norsk Hydro ASA		50,471		142,058		0.8	%
Concho Resources, Inc.		1,834		124,716		0.7	%
OZ Minerals, Ltd.		20,691		120,064		0.7	%
APERAM SA		3,982		117,822		0.7	%
Occidental Petroleum Corp.		3,577		117,125		0.7	%
Petroleo Brasileiro SA – PBR/A		9,159		103,132		0.6	%
Industrias Penoles SAB de CV		10,205		91,465		0.5	%
SM Energy Co.		13,161		86,466		0.5	%
Incitec Pivot, Ltd.		48,330		85,069		0.5	%
Sasol, Ltd.		60		71,392		0.4	%
TMK PJSC		19,279		57,549		0.3	%
Petroleo Brasileiro SA – PETR4		9,070		50,940		0.3	%
Other Long		208,921		164,700		1.0	%

See notes to consolidated financial statements.

88    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

February 29, 2020 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $560,623,734)	$	590,502,325	(a)
Affiliated issuers (cost $74,619,789—including investment of cash collateral for securities loaned of $7,862,335)		74,619,789
Cash collateral due from broker		25,346,672
Foreign currencies, at value (cost $11,176,595)		11,296,412
Unrealized appreciation on total return swaps		16,637,619
Unrealized appreciation on forward currency exchange contracts		10,667,319
Unrealized appreciation on variance swaps		7,154,541
Receivable for investment securities sold and foreign currency transactions		5,800,141
Unaffiliated interest and dividends receivable		2,115,724
Receivable for newly entered credit default swaps		1,681,053
Receivable for variation margin on futures		891,010
Receivable for newly entered centrally cleared interest rate swaps		818,605
Receivable for shares of beneficial interest sold		185,538
Unrealized appreciation on inflation swaps		112,067
Affiliated dividends receivable		79,393
Receivable for terminated centrally cleared credit default swaps		58,093
Market value on credit default swaps (net premiums paid $2,455)		6,883
Other assets		2,177
Total assets		747,975,361
Liabilities
Due to custodian		60,508
Options written, at value (premiums received $158,824)		641,979
Unrealized depreciation on variance swaps		16,901,301
Cash collateral due to broker		14,870,000
Unrealized depreciation on total return swaps		12,842,541
Unrealized depreciation on forward currency exchange contracts		9,761,661
Payable for collateral received on securities loaned		7,862,335
Payable for investment securities purchased and foreign currency transactions		5,906,457
Payable for variation margin on centrally cleared swaps		2,099,321
Market value on credit default swaps (net premiums received $1,253,175)		1,100,320
Payable for shares of beneficial interest redeemed		1,068,832
Advisory fee payable		296,087
Payable for newly entered credit default swaps		218,429
Payable for terminated total return swaps		176,620
Distribution fee payable		140,479
Transfer Agent fee payable		53,991
Trustees’ fees payable		5,674
Accrued expenses and other liabilities		278,124
Total liabilities		74,284,659
Net Assets	$	673,690,702
Composition of Net Assets
Shares of beneficial interest, at par	$	446
Additional paid-in capital		646,455,151
Distributable earnings		27,235,105
	$	673,690,702

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    89

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES (continued)

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	549,635,822		36,371,071	$	15.11	*
C	$	31,295,798		2,094,872	$	14.94
Advisor	$	80,557,328		5,282,590	$	15.25
R	$	3,071,175		204,788	$	15.00
K	$	8,872,523		589,579	$	15.05
I	$	258,056		16,745	$	15.41

(a) Includes securities on loan with a value of $20,769,973 (see Note E).

* The maximum offering price per share for Class A shares was $15.78 which reflects a sales charge of 4.25%.

See notes to consolidated financial statements.

90    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED STATEMENT OF OPERATIONS

Six Months Ended February 29, 2020 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $102,408)	$	5,910,318
Affiliated issuers		373,423
Interest (net of foreign taxes withheld of $30,751)		2,860,785
Securities lending income		115,891
Other income		1,301		$	9,261,718
Expenses
Advisory fee (see Note B)		1,975,362
Distribution fee—Class A		728,926
Distribution fee—Class B		8,116
Distribution fee—Class C		175,460
Distribution fee—Class R		8,941
Distribution fee—Class K		13,123
Transfer agency—Class A		294,337
Transfer agency—Class B		1,028
Transfer agency—Class C		18,544
Transfer agency—Advisor Class		42,457
Transfer agency—Class R		4,679
Transfer agency—Class K		10,587
Transfer agency—Class I		160
Custodian		221,289
Printing		64,694
Audit and tax		60,917
Registration fees		50,938
Legal		22,484
Trustees’ fees		11,671
Miscellaneous		43,989
Total expenses		3,757,702
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(21,755	)
Net expenses					3,735,947
Net investment income					5,525,771

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    91

CONSOLIDATED STATEMENT OF OPERATIONS (continued)

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)	$	18,763,460
Forward currency exchange contracts		2,454,550
Futures		4,132,298
Options written		595,809
Swaps		(13,314,558	)
Foreign currency transactions		(1,960,406	)
Net change in unrealized appreciation/depreciation of:
Investments(b)		(13,496,979	)
Forward currency exchange contracts		2,659,528
Futures		(3,224,673	)
Options written		(678,435	)
Swaps		(4,439,633	)
Foreign currency denominated assets and liabilities		144,247
Net loss on investment and foreign currency transactions		(8,364,792	)
Net Decrease in Net Assets from Operations	$	(2,839,021	)

(a) Net of foreign capital gains taxes of $22,320.

(b) Net of increase in accrued foreign capital gains taxes of $14,439.

See notes to consolidated financial statements.

92    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	5,525,771		$	10,350,423
Net realized gain on investment transactions		10,671,153			15,134,273
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(19,035,945	)		13,318,182
Contributions from Affiliates (see Note B)		– 0	–		9,807
Net increase (decrease) in net assets from operations		(2,839,021	)		38,812,685
Distributions to Shareholders
Class A		(16,836,692	)		– 0	–
Class C		(679,299	)		– 0	–
Advisor Class		(2,608,101	)		– 0	–
Class R		(83,171	)		– 0	–
Class K		(296,351	)		– 0	–
Class I		(8,115	)		– 0	–
Transactions in Shares of Beneficial Interest
Net decrease		(21,501,528	)		(110,299,884	)
Total decrease		(44,852,278	)		(71,487,199	)
Net Assets
Beginning of period		718,542,980			790,030,179
End of period	$	673,690,702		$	718,542,980

See notes to consolidated financial statements.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB All Market Total Return Portfolio (the “Fund”). As part of the Fund’s investment strategy, the Fund seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund is the sole shareholder of the Subsidiary and it is intended that the Fund 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 February 29, 2020, net assets of the Fund were $673,690,702, of which $7,955,117, or approximately 1%, represented the Fund’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A 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, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I 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

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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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

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

2. Fair Value Measurements

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

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assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

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

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as 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

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option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

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

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

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

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The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 29, 2020:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	68,082,028		$	8,889,742		$	18,330		$	76,990,100
Financials		37,154,878			17,480,221			– 0	–		54,635,099
Consumer Discretionary		42,945,997			11,353,501			60,659			54,360,157
Health Care		39,381,908			10,422,972			– 0	–		49,804,880
Industrials		25,186,558			10,644,052			41,575			35,872,185
Communication Services		17,961,290			10,306,202			– 0	–		28,267,492
Consumer Staples		10,572,510			9,002,089			60,390			19,634,989
Materials		9,738,085			2,896,031			– 0	–(a)		12,634,116
Energy		4,877,253			3,020,090			14,870	(a)		7,912,213
Real Estate		4,169,956			2,172,535			– 0	–		6,342,491
Utilities		1,461,907			3,537,049			– 0	–		4,998,956
Investment Companies		49,352,119			– 0	–		– 0	–		49,352,119
Corporates – Non-Investment Grade		– 0	–		36,690,830			204,148	(a)		36,894,978
Governments – Treasuries		– 0	–		15,344,667			– 0	–		15,344,667
Emerging Markets – Sovereigns		– 0	–		13,865,234			– 0	–		13,865,234
Corporates – Investment Grade		– 0	–		12,089,850			– 0	–		12,089,850
Collateralized Mortgage Obligations		– 0	–		6,673,017			– 0	–		6,673,017
Bank Loans		– 0	–		3,927,026			1,940,256			5,867,282
Emerging Markets – Treasuries		– 0	–		4,528,166			– 0	–		4,528,166
Emerging Markets – Corporate Bonds		– 0	–		4,160,482			154			4,160,636
Inflation-Linked Securities		– 0	–		2,883,251			– 0	–		2,883,251
Collateralized Loan Obligations		– 0	–		1,477,619			263,412			1,741,031
Asset-Backed Securities		– 0	–		1,060,916			– 0	–		1,060,916
Commercial Mortgage-Backed Securities		– 0	–		830,035			– 0	–		830,035
Quasi-Sovereigns		– 0	–		323,825			– 0	–		323,825

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Investments in Securities:

Level 1

Level 2

Level 3

Total

Local Governments – US Municipal Bonds

$

– 0

–

$

292,652

$

– 0

–

$

292,652

Preferred Stocks

53,636

– 0

–

– 0

–

53,636

Warrants

36,194

– 0

–

11,590

(a)

47,784

Mortgage Pass-Throughs

– 0

–

146

– 0

–

146

Short-Term Investments:

Governments – Treasuries

– 0

–

81,045,244

– 0

–

81,045,244

Investment Companies

66,757,454

– 0

–

– 0

–

66,757,454

U.S. Treasury Bills

– 0

–

1,995,178

– 0

–

1,995,178

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

7,862,335

– 0

–

– 0

–

7,862,335

Total Investments in Securities

385,594,108

276,912,622

2,615,384

665,122,114

Other Financial Instruments(b):

Assets:

Futures

10,442,591

108,929

– 0

–

10,551,520

(c)

Forward Currency Exchange Contracts

– 0

–

10,667,319

– 0

–

10,667,319

Centrally Cleared Interest Rate Swaps

– 0

–

2,367,520

– 0

–

2,367,520

(c)

Centrally Cleared Credit Default Swaps

– 0

–

3,847,225

– 0

–

3,847,225

(c)

Credit Default Swaps

– 0

–

6,883

– 0

–

6,883

Inflation (CPI) Swaps

– 0

–

112,067

– 0

–

112,067

Total Return Swaps

– 0

–

16,637,619

– 0

–

16,637,619

Variance Swaps

– 0

–

7,154,541

– 0

–

7,154,541

Liabilities:

Futures

(7,864,593

)

(1,798,429

)

– 0

–

(9,663,022

)(c)

Forward Currency Exchange Contracts

– 0

–

(9,761,661

)

– 0

–

(9,761,661

)

Currency Options Written

– 0

–

(641,979

)

– 0

–

(641,979

)

Centrally Cleared Interest Rate Swaps

– 0

–

(1,046,557

)

– 0

–

(1,046,557

)(c)

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Investments in Securities:	Level 1			Level 2			Level 3			Total
Centrally Cleared Credit Default Swaps	$	– 0	–	$	(2,386,212	)	$	– 0	–	$	(2,386,212	)(c)
Credit Default Swaps		– 0	–		(1,100,320	)		– 0	–		(1,100,320	)
Total Return Swaps		– 0	–		(12,842,541	)		– 0	–		(12,842,541	)
Variance Swaps		– 0	–		(16,901,301	)		– 0	–		(16,901,301	)
Total	$	388,172,106		$	271,335,725		$	2,615,384		$	662,123,215

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

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

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

3. Currency Translation

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

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

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes

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are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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 Fund 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 Fund as income for Federal income tax purposes.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series 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

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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 “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

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.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $105,793 for the six months ended February 29, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $3,801 from the sale of Class A shares and received $2,630 and $122 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 29, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of ..20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 29, 2020, such waiver amounted to $20,569.

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A summary of the Fund’s transactions in AB mutual funds for the six months ended February 29, 2020 is as follows:

Fund	Market Value 8/31/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/29/20 (000)		Dividend Income (000)
Government Money Market Portfolio	$	44,674	$	193,484	$	171,400	$	66,758	$	347
Government Money Market Portfolio*		8,911		53,257		54,306		7,862		26
Total							$	74,620	$	373

* Investments of cash collateral for securities lending transactions (see Note E).

During the year ended August 31, 2019, the Adviser reimbursed the Fund $9,807 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.) (“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

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

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Board previously approved a new investment advisory agreement with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. This agreement became effective on November 13, 2019.

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities Exchange Commission as being a “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 29, 2020 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	162,420,054	$	213,037,728
U.S. government securities		2,711,331		3,963,476

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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	$	100,134,597
Gross unrealized depreciation		(72,798,089	)
Net unrealized appreciation	$	27,336,508

1. Derivative Financial Instruments

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

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

• Futures

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

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

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Use of long futures subjects the Fund 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 Fund to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended February 29, 2020, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended February 29, 2020, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

The Fund may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return 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. The Fund’s maximum payment for written put swaptions equates to the notional

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amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the six months ended February 29, 2020, the Fund held purchased options for hedging and non-hedging purposes. During the six months ended February 29, 2020, the Fund held written options for hedging and non-hedging purposes.

During the six months ended February 29, 2020, the Fund held purchased swaptions for hedging and non-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Fund 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 Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the 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

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the consolidated statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the 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 consolidated 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.

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

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

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into

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interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

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

During the six months ended February 29, 2020, the Fund 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 Fund 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 there are unexpected inflation increases.

During the six months ended February 29, 2020, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

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buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

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

During the six months ended February 29, 2020, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To

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the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the six months ended February 29, 2020, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

The Fund may enter into variance swaps to hedge equity market risk or adjust exposure to the equity markets. Variance swaps are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on underlying asset(s) or index(es). Actual “variance” as used here is defined as the sum of the square of the returns on the reference asset(s) or index(es) (which in effect is a measure of its “volatility”) over the length of the contract term. So the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility.

During the six months ended February 29, 2020, the Fund held variance swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

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During the six months ended February 29, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Consolidated Statement of Assets and Liabilities Location	Fair Value			Consolidated Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	9,701,128	*	Receivable/Payable for variation margin on futures	$	1,339,285	*
Equity contracts	Receivable/Payable for variation margin on futures		850,392	*	Receivable/Payable for variation margin on futures		8,323,737	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		610,299	*	Receivable/Payable for variation margin on centrally cleared swaps		908,485	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		2,367,797	*	Receivable/Payable for variation margin on centrally cleared swaps		240,363	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		10,667,319		Unrealized depreciation on forward currency exchange contracts		9,761,661
Foreign exchange contracts					Options written, at value		641,979
Interest rate contracts	Unrealized appreciation on inflation swaps		112,067
Credit contracts	Market value on credit default swaps		6,883		Market value on credit default swaps		1,100,320
Interest contracts	Unrealized appreciation on total return swaps		453,738		Unrealized depreciation on total return swaps		21,335
Credit contracts					Unrealized depreciation on total return swaps		4,907

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	Asset Derivatives			Liability Derivatives
Derivative Type	Consolidated Statement of Assets and Liabilities Location	Fair Value		Consolidated Statement of Assets and Liabilities Location	Fair Value
Commodity contracts				Unrealized depreciation on total return swaps	$	5,368,140
Equity contracts	Unrealized appreciation on total return swaps	$	16,183,881	Unrealized depreciation on total return swaps		7,448,159
Foreign currency contracts	Unrealized appreciation on variance swaps		213,881
Equity contracts	Unrealized appreciation on variance swaps		6,940,660	Unrealized depreciation on variance swaps		16,901,301
Total		$	48,108,045		$	52,059,672

* Only variation margin receivable/payable at period end is reported within the consolidated statement of assets and liabilities.

This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the consolidated portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Consolidated Statement of Operations	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	1,094,872	$	3,377,907
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		3,037,426		(6,602,580	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		2,454,550		2,659,528

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Derivative Type	Location of Gain or (Loss) on Derivatives Within Consolidated Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments	$	(16,282	)	$	– 0	–
Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(26,481	)		(205,506	)
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		595,809			(678,435	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,729,051			(154,480	)
Commodity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,754,924			(4,726,168	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		– 0	–		213,881
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,632,565			(1,241,942	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(18,431,098	)		1,469,076
Total		$	(6,174,664)		$	(5,888,719	)

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The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 29, 2020:

Futures:
Average notional amount of buy contracts	$	535,375,457
Average notional amount of sale contracts	$	131,421,092
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	383,015,152
Average principal amount of sale contracts	$	532,035,962
Purchased Options:
Average notional amount	$	7,087,170	(a)
Purchased Swaptions:
Average notional amount	$	3,280,000	(b)
Options Written:
Average notional amount	$	28,534,611
Inflation Swaps:
Average notional amount	$	5,530,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	67,624,890
Credit Default Swaps:
Average notional amount of sale contracts	$	10,388,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	23,956,468
Average notional amount of sale contracts	$	155,661,421
Total Return Swaps:
Average notional amount	$	429,197,878
Variance Swaps:
Average notional amount	$	6,470,583

(a) Positions were open for one month during the period.

(b) Positions were open for three months during the period.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of February 29, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

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AB All Market Total Return Portfolio

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Australia and New Zealand Banking Group Ltd.	$	24,218	$	(24,218	)	$	– 0	–	$	– 0	–	$	– 0	–
Bank of America, NA		1,367,792		(1,367,792	)		– 0	–		– 0	–		– 0	–
Barclays Bank PLC		1,420,847		(1,420,847	)		– 0	–		– 0	–		– 0	–
BNP PARIBAS SA		880,297		(763,814	)		– 0	–		– 0	–		116,483
Citibank, NA		1,590,329		(1,590,329	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		462,093		(462,093	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		493,250		(493,250	)		– 0	–		– 0	–		– 0	–
Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International		17,680,237		(1,636,072	)		(12,842,000	)		– 0	–		3,202,165
HSBC Bank USA		151,810		(151,810	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank, NA		943,951		(943,951	)		– 0	–		– 0	–		– 0	–
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		3,040,803		(1,537,095	)		– 0	–		– 0	–		1,503,708
Natwest Markets PLC		586,096		(400,642	)		– 0	–		– 0	–		185,454
Standard Chartered Bank		496,152		(107,358	)		– 0	–		– 0	–		388,794
State Street Bank & Trust Co.		570,843		(302,301	)		– 0	–		– 0	–		268,542
UBS AG		4,869,711		(4,869,711	)		– 0	–		– 0	–		– 0	–
Total	$	34,578,429	$	(16,071,283	)	$	(12,842,000	)	$	– 0	–	$	5,665,146	^

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Australia and New Zealand Banking Group Ltd.	$	33,114	$	(24,218	)	$	– 0	–	$	– 0	–	$	8,896
Bank of America, NA		1,448,152		(1,367,792	)		– 0	–		– 0	–		80,360
Barclays Bank PLC		6,691,716		(1,420,847	)		– 0	–		(1,346,745	)		3,924,124
BNP PARIBAS SA		763,814		(763,814	)		– 0	–		– 0	–		– 0	–
Citibank, NA		5,856,175		(1,590,329	)		– 0	–		(2,956,866	)		1,308,980

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Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Citigroup Global Markets, Inc.	$	312,930	$	– 0	–	$	– 0	–	$	(287,509	)	$	25,421
Credit Suisse International		934,481		(462,093	)		– 0	–		(319,229	)		153,159
Deutsche Bank AG		528,481		(493,250	)		– 0	–		(35,231	)		– 0	–
Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International		1,636,072		(1,636,072	)		– 0	–		– 0	–		– 0	–
HSBC Bank USA		257,268		(151,810	)		– 0	–		– 0	–		105,458
JPMorgan Chase Bank, NA		6,784,329		(943,951	)		(2,652,000	)		(3,164,413	)		23,965
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		1,537,095		(1,537,095	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		400,642		(400,642	)		– 0	–		– 0	–		– 0	–
Societe Generale		3,400		– 0	–		– 0	–		– 0	–		3,400
Standard Chartered Bank		107,358		(107,358	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		302,301		(302,301	)		– 0	–		– 0	–		– 0	–
UBS AG		8,282,334		(4,869,711	)		(2,687,000	)		– 0	–		725,623
Total	$	35,879,662	$	(16,071,283	)	$	(5,339,000	)	$	(8,109,993	)	$	6,359,386	^

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

^ 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 All Market Total Return Portfolio (Cayman), Ltd.

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Morgan Stanley Capital Services LLC	$	5,368,140	$	– 0	–	$	(5,195,000	)	$	–0	–	$	173,140
Total	$	5,368,140	$	– 0	–	$	(5,195,000.	)	$	– 0	–	$	173,140	^

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

^ 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.

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2. Currency Transactions

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

3. Loan Participations and Assignments

The Fund may invest in direct debt instruments which are interests in amounts owed to lenders or lending syndicates by corporate, governmental, or other borrowers, either in the form of participations at the time the loan is originated (“Participations”) or by buying an interest in the loan in the secondary market from a financial institution or institutional investor (“Assignments”). A loan is often administered by a bank or other financial institution (the “Lender”) that acts as agent for all holders. The agent administers the term of the loan as specified in the loan agreement. When investing in Participations, the Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. In addition, when investing in Participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender and only upon receipt of payments by the Lender from the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the Lender. When the Fund purchases Assignments from Lenders, it will typically acquire direct rights against the borrower on the loan. These loans may include participations in “bridge loans”, which are loans taken out by borrowers for a short period (typically less than six months) pending arrangement of more permanent financing through, for example, the issuance of bonds, frequently high-yield bonds issued for the purpose of acquisitions. The Fund may also participate in unfunded loan commitments, which are contractual obligations for investing in future Participations, and may receive a commitment fee based on the amount of the commitment. Under these arrangements, the Fund may receive a fixed rate commitment fee and, if and to the extent the borrower borrows under the facility, the Fund may receive an additional funding fee.

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Unfunded loan commitments and funded loans are marked to market daily.

As of February 29, 2020, the Fund had the following unfunded loan commitment which could be extended at the option of the borrower pursuant to the respective loan agreement. The unrealized depreciation on such loan commitment was $335.

Borrower	Unfunded Loan Commitment		Funded
Motion Acquisition Limited Delayed Draw Term	$	8,558	$	– 0	–

As of February 29, 2020, the Fund had no bridge loan commitments outstanding.

During the six months ended February 29, 2020, the Fund did not receive commitment fees or additional funding fees.

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment

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restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the consolidated statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the consolidated statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 29, 2020 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	20,769,973	$	7,862,335	$	12,531,167	$	115,891	$	25,707	$	1,186

* As of February 29, 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class A
Shares sold		332,675			754,606		$	5,292,825		$	10,993,967
Shares issued in reinvestment of dividends		967,561			– 0	–		15,229,411			– 0	–
Shares converted from Class B		283,623			87,389			4,520,626			1,293,882
Shares converted from Class C		257,185			998,633			4,067,612			14,854,998
Shares redeemed		(2,462,867	)		(6,827,578	)		(39,122,848	)		(100,255,434	)
Net decrease		(621,823	)		(4,986,950	)	$	(10,012,374	)	$	(73,112,587	)
Class B
Shares sold		4,704			12,397		$	73,543		$	181,418
Shares converted to Class A		(285,587	)		(87,575	)		(4,520,626	)		(1,293,882	)
Shares redeemed		(5,416	)		(43,392	)		(85,024	)		(643,135	)
Net decrease		(286,299	)		(118,570	)	$	(4,532,107	)	$	(1,755,599	)
Class C
Shares sold		51,700			63,736		$	807,314		$	917,960
Shares issued in reinvestment of dividends		38,020			– 0	–		592,745			– 0	–
Shares converted to Class A		(261,246	)		(1,012,075	)		(4,067,612	)		(14,854,998	)
Shares redeemed		(178,565	)		(803,893	)		(2,793,271	)		(11,628,893	)
Net decrease		(350,091	)		(1,752,232	)	$	(5,460,824	)	$	(25,565,931	)
Advisor Class
Shares sold		386,357			943,849		$	6,202,361		$	14,010,777
Shares issued in reinvestment of dividends		136,144			– 0	–		2,161,969			– 0	–
Shares redeemed		(483,470	)		(1,222,656	)		(7,764,862	)		(18,161,766	)
Net increase (decrease)		39,031			(278,807	)	$	599,468		$	(4,150,989	)

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	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class R
Shares sold		10,904			122,979		$	171,843		$	1,751,806
Shares issued in reinvestment of dividends		5,318			– 0	–		83,171			– 0	–
Shares redeemed		(77,751	)		(157,136	)		(1,213,175	)		(2,253,718	)
Net decrease		(61,529	)		(34,157	)	$	(958,161	)	$	(501,912	)
Class K
Shares sold		36,692			112,395		$	580,648		$	1,622,694
Shares issued in reinvestment of dividends		18,900			– 0	–		296,349			– 0	–
Shares redeemed		(127,002	)		(471,773	)		(2,027,623	)		(6,845,454	)
Net decrease		(71,410	)		(359,378	)	$	(1,150,626	)	$	(5,222,760	)
Class I
Shares sold		434			721		$	7,069		$	10,827
Shares issued in reinvestment of dividends		409			– 0	–		6,558			– 0	–
Shares redeemed		(33	)		(62	)		(531	)		(933	)
Net increase		810			659		$	13,096		$	9,894

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events

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may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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

High Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

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.

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

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

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.

Alternative Investments Risk—Many alternative investments can be volatile and may be illiquid. Their performance may have little correlation with the performance of equity or fixed-income markets, and they may not perform in accordance with expectations.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

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

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

Commodity Risk—Investing in commodities and commodity-linked derivative instruments may subject the Fund to greater volatility than

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investments in traditional securities. The value of commodity-linked derivative instruments may be affected by 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.

Subsidiary Risk—By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary. 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 the Fund’s 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. In addition, changes in federal tax laws applicable to the Fund or interpretations thereof could limit the Fund’s ability to gain exposure to commodities investments through investments in the Subsidiary.

Short Sales Risk—The Fund is subject to short sale risk because it may engage in short sales either directly or indirectly through investment in the Underlying Portfolio. Short sales involve the risk that the Fund or Underlying Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which it sold the 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 or Underlying Portfolio’s investment in the security, because the price of the security cannot fall below zero. The Fund or Underlying Portfolio may not always be able to close out a short position on favorable terms.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process

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for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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 for the Fund, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the consolidated statement of operations. The Fund did not utilize the Facility during the six months ended February 29, 2020.

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NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2020 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2019 and August 31, 2018 were as follows:

	2019			2018
Distributions paid from:
Ordinary income	$	– 0	–	$	10,223,908
Total taxable distributions paid	$	– 0	–	$	10,223,908

As of August 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,087,542
Undistributed capital gains		4,455,521	(a)
Other losses		(1,045,382	)(b)
Unrealized appreciation/(depreciation)		37,802,597	(c)
Total accumulated earnings/(deficit)	$	45,300,278	(d)

(a) During the fiscal year, the Fund utilized $10,541,302 of capital loss carry forwards to offset current year net realized gains.

(b) As of August 31, 2019, the cumulative deferred loss on straddles was $1,045,382

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

(d) The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the accrual of foreign capital gains tax and the tax treatment of defaulted securities.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2019, the Fund did not have any capital loss carryforwards.

NOTE J

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

periods within those fiscal years, beginning after December 15, 2018. The Fund has adopted ASU 2017-08, which did not have a material impact on the Fund’s financial position or the results of its operations, and had no impact on the Fund’s consolidated net assets.

NOTE K

Subsequent Events

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

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CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$  15.65			$  14.78			$  14.71			$  13.85			$  13.49			$  14.31
Income From Investment Operations
Net investment income(a)(b)		.12			.21			.20			.44			.38			.43
Net realized and unrealized gain (loss) on investment transactions		(.19	)		.66			.05			.85			.29			(.93	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.07	)		.87			.25			1.29			.67			(.50	)
Less: Dividends and Distributions
Dividends from net investment income		(.34	)		– 0	–		(.18	)		(.43	)		(.31	)		(.32	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.47	)		– 0	–		(.18	)		(.43	)		(.31	)		(.32	)
Net asset value, end of period		$  15.11			$  15.65			$  14.78			$  14.71			$  13.85			$  13.49
Total Return
Total investment return based on net asset value(d)*		(.60	)%		5.88	%		1.79	%		9.61	%		5.13	%		(3.46	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$549,636			$578,918			$620,635			$688,485			$684,917			$713,524
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.03	%^		.96	%		.84	%		.83	%		.86	%		.85	%
Expenses, before waivers/reimbursements(e)‡		1.03	%^		1.03	%		1.03	%		.97	%		.94	%		.93	%
Net investment income(b)		1.55	%^		1.45	%		1.38	%		3.14	%		2.89	%		3.07	%
Portfolio turnover rate		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$  15.38			$  14.64			$  14.53			$  13.68			$  13.32			$  14.15
Income From Investment Operations
Net investment income(a)(b)		.06			.10			.09			.38			.29			.33
Net realized and unrealized gain (loss) on investment transactions		(.19	)		.64			.06			.79			.27			(.92	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.13	)		.74			.15			1.17			.56			(.59	)
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		– 0	–		(.04	)		(.32	)		(.20	)		(.24	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.31	)		– 0	–		(.04	)		(.32	)		(.20	)		(.24	)
Net asset value, end of period		$  14.94			$  15.38			$  14.64			$  14.53			$  13.68			$  13.32
Total Return
Total investment return based on net asset value(d)*		(.92	)%		5.05	%		1.01	%		8.84	%		4.31	%		(4.19	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$31,296			$37,609			$61,466			$102,696			$198,792			$220,663
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.78	%^		1.71	%		1.58	%		1.59	%		1.61	%		1.60	%
Expenses, before waivers/reimbursements(e)‡		1.79	%^		1.78	%		1.78	%		1.71	%		1.69	%		1.68	%
Net investment income(b)		.81	%^		.71	%		.63	%		2.73	%		2.17	%		2.40	%
Portfolio turnover rate		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$  15.81			$  14.90			$  14.80			$  13.93			$  13.58			$  14.40
Income From Investment Operations
Net investment income(a)(b)		.14			.25			.24			.48			.42			.48
Net realized and unrealized gain (loss) on investment transactions		(.19	)		.66			.07			.86			.28			(.94	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.05	)		.91			.31			1.34			.70			(.46	)
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		– 0	–		(.21	)		(.47	)		(.35	)		(.36	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.51	)		– 0	–		(.21	)		(.47	)		(.35	)		(.36	)
Net asset value, end of period		$  15.25			$  15.81			$  14.90			$  14.80			$  13.93			$  13.58
Total Return
Total investment return based on net asset value(d)*		(.47	)%		6.17	%		2.02	%		9.99	%		5.30	%		(3.21	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$80,557			$82,885			$82,258			$90,911			$88,863			$94,932
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.78	%^		.71	%		.59	%		.59	%		.61	%		.60	%
Expenses, before waivers/reimbursements(e)‡		.78	%^		.78	%		.78	%		.72	%		.69	%		.68	%
Net investment income(b)		1.80	%^		1.70	%		1.63	%		3.40	%		3.16	%		3.42	%
Portfolio turnover rate		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$15.48			$14.69			$14.63			$13.77			$13.39			$14.21
Income From Investment Operations
Net investment income(a)(b)		.09			.15			.14			.38			.36			.38
Net realized and unrealized gain (loss) on investment transactions		(.19	)		.64			.06			.85			.25			(.92	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.10	)		.79			.20			1.23			.61			(.54	)
Less: Dividends and Distributions
Dividends from net investment income		(.25	)		– 0	–		(.14	)		(.37	)		(.23	)		(.28	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.38	)		– 0	–		(.14	)		(.37	)		(.23	)		(.28	)
Net asset value, end of period		$15.00			$15.48			$14.69			$14.63			$13.77			$13.39
Total Return
Total investment return based on net asset value(d)*		(.80	)%		5.45	%		1.34	%		9.17	%		4.69	%		(3.82	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,071			$4,124			$4,414			$6,196			$6,381			$10,762
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.44	%^		1.38	%		1.25	%		1.25	%		1.27	%		1.26	%
Expenses, before waivers/reimbursements(e)‡		1.44	%^		1.44	%		1.44	%		1.38	%		1.35	%		1.34	%
Net investment income(b)		1.20	%^		1.04	%		.97	%		2.69	%		2.70	%		2.71	%
Portfolio turnover rate		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$  15.58			$  14.73			$  14.66			$  13.80			$  13.44			$  14.26
Income From Investment Operations
Net investment income(a)(b)		.11			.20			.19			.41			.38			.38
Net realized and unrealized gain (loss) on investment transactions		(.19	)		.65			.06			.86			.28			(.89	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.08	)		.85			.25			1.27			.66			(.51	)
Less: Dividends and Distributions
Dividends from net investment income		(.32	)		– 0	–		(.18	)		(.41	)		(.30	)		(.31	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.45	)		– 0	–		(.18	)		(.41	)		(.30	)		(.31	)
Net asset value, end of period		$  15.05			$  15.58			$  14.73			$  14.66			$  13.80			$  13.44
Total Return
Total investment return based on net asset value(d)*		(.63	)%		5.84	%		1.60	%		9.56	%		5.04	%		(3.55	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,873			$10,298			$15,032			$23,344			$27,129			$30,439
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.13	%^		1.06	%		.94	%		.94	%		.95	%		.95	%
Expenses, before waivers/reimbursements(e)‡		1.13	%^		1.13	%		1.13	%		1.07	%		1.03	%		1.03	%
Net investment income(b)		1.45	%^		1.36	%		1.28	%		2.95	%		2.85	%		2.74	%
Portfolio turnover rate		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Six Months Ended February 29, 2020† (unaudited)			Year Ended August 31,
				2019†			2018†			2017†			2016			2015
Net asset value, beginning of period		$15.97			$15.05			$14.76			$13.89			$13.54			$14.35
Income From Investment Operations
Net investment income(a)(b)		.14			.25			.24			.47			.42			.49
Net realized and unrealized gain (loss) on investment transactions		(.20	)		.67			.05			.87			.27			(.95	)
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.06	)		.92			.29			1.34			.69			(.46	)
Less: Dividends and Distributions
Dividends from net investment income		(.37	)		– 0	–		– 0	–		(.47	)		(.34	)		(.35	)
Distributions from net realized gain on investment transactions		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.50	)		– 0	–		– 0	–		(.47	)		(.34	)		(.35	)
Net asset value, end of period		$15.41			$15.97			$15.05			$14.76			$13.89			$13.54
Total Return
Total investment return based on net asset value(d)*		(.49	)%		6.18	%		1.97	%		9.92	%		5.28	%		(3.18	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$258			$254			$230			$214			$11,299			$11,912
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.80	%^		.74	%		.62	%		.61	%		.63	%		.62	%
Expenses, before waivers/reimbursements(e)‡		.80	%^		.80	%		.81	%		.74	%		.71	%		.70	%
Net investment income(b)		1.77	%^		1.68	%		1.60	%		3.33	%		3.14	%		3.45	%
Portfolio turnover rate.		30	%		81	%		38	%		108	%		14	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.07	%		.20	%		.31	%		.31	%		.27	%

See footnote summary on page 137.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. 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) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 29, 2020 and the years ended August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .01% (annualized), .07%, .19% and ..13%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .03% and .03%, respectively.

† Consolidated (see Note A).

^ Annualized.

See notes to consolidated financial statements.

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Nancy P. Jacklin(1)	Robert M. Keith, President and Chief Executive Officer Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Alexander Barenboym(2), Vice President Daniel J. Loewy(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer 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 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036

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 Multi-Asset Solutions Team. Messrs. Barenboym and Loewy are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

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Operation and Effectiveness of the Funds’ Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB All Market Total Return Portfolio (formerly AB Balanced Wealth Strategy) (the “Fund”) at a meeting held on July 30-31, 2019 (the “Meeting”).

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

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

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

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Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2017. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2018 was not unreasonable.

Fall-Out Benefits

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

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedules for the Fund 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 presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    143

by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

144    ^|    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio¹

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

1 Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    145

NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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AB ALL MARKET TOTAL RETURN PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

AMTR-0152-0220                

FEB    ^02.29.20

SEMI-ANNUAL REPORT

AB CONSERVATIVE WEALTH STRATEGY

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

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 11, 2020

This report provides management’s discussion of fund performance for AB Conservative Wealth Strategy for the semi-annual reporting period ended February 29, 2020.

The Fund’s investment objective is to achieve a high total return without, in the opinion of the Adviser, undue risk to principal.

NAV RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	6 Months		12 Months
AB CONSERVATIVE WEALTH STRATEGY
Class A Shares		0.12%		4.88%
Class C Shares		-0.34%		4.07%
Advisor Class Shares1		0.22%		5.21%
Class R Shares1		-0.12%		4.45%
Class K Shares1		0.02%		4.77%
Class I Shares1		0.23%		5.17%
Primary Benchmark: Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		2.07%		10.22%
MSCI ACWI (net)		1.13%		3.89%

1 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.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg Barclays Global Aggregate Bond Index (USD hedged), and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended February 29, 2020.

For both periods, all share classes of the Fund underperformed the primary benchmark; all share classes underperformed the MSCI ACWI (net) for the six-month period, but outperformed for the 12-month period, before sales charges. During the six-month period, overall allocation to diversifiers and equities detracted, while fixed-income holdings contributed to absolute performance. Diversifiers include alternative asset classes and alternative investment strategies that are expected to have low correlation with returns on equities and fixed-income securities. These investments can include commodities and related derivatives, real estate related securities and inflation-linked securities. Security selection within diversifiers and

2    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

fixed income also detracted, while selection within equities contributed. Overall within the Fund, allocation to diversifiers and equities detracted during the 12-month period, though security selection within diversifiers and equities contributed.

The Fund utilized derivatives for hedging and investment purposes. For both periods, futures, forwards, interest rate swaps and credit default swaps contributed to returns on an absolute basis, while variance swaps, inflation swaps and total return swaps detracted. Purchased options and written options detracted for the six-month period and contributed for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market equities rose modestly during the six-month period ended February 29, 2020, as the economic impact of the novel coronavirus, which causes the disease known as COVID-19, took a toll on global markets and pared back earlier double-digit gains. Equity markets experienced heightened volatility, and global economic weakness persisted throughout the early part of the period. The overall outlook for investors was balanced by a potential resolution to the US-China trade dispute and supportive monetary policy from the US Federal Reserve (the “Fed”) and global central banks, as well as improving economic data. The much-anticipated phase-one US-China trade accord and strong corporate earnings sparked a rally that sent global markets higher; however, the onset of COVID-19 touched off increased volatility as investors struggled to discern the severity of its impact. Markets rose to all-time highs in mid-February, buoyed by the belief that the fallout from the coronavirus outbreak would be short-lived. Early efforts to contain the virus proved ineffective and, as it spread across the globe, manufacturing production and worldwide supply chains suffered, causing markets to retract dramatically. Asian markets declined sharply, followed by other global markets, including the US. Emerging-market countries more closely tied to commodities, such as Brazil, Chile, Russia and South Africa, faced outsized pressure. For the most part, growth stocks continued to outperform value over the entire period, and large-cap stocks outperformed their small-cap peers.

Global fixed-income markets advanced over the six-month period. Long-dated developed-market treasuries were robust performers, given their interest-rate sensitivity, even as yields trended higher in September before beginning to fall in January. US interest rates fell near record lows in February as COVID-19 impacted trade and market expectations, which drove oil prices sharply lower. Investment-grade corporate bonds outperformed in the US and globally, along with global high-yield bonds and securitized assets, while US high-yield and emerging-market sovereigns posted positive results but trailed the overall global fixed-income market. The Fed lowered interest rates two times during the period and increased its balance sheet to manage liquidity in the repurchase-agreement market.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    3

The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing. The Bank of Japan issued guidance for the continuation of low rates, and the Japanese government implemented a significant fiscal stimulus program in December. China announced substantive monetary and fiscal measures to combat the economic impact from the coronavirus, while central bankers and governments signaled more monetary and fiscal measures to boost economic growth in the wake of declining trade, disrupted supply chains and resulting industry headwinds.

The Fund’s Senior Investment Management Team (the “Team”) uses a global, multi-asset strategy focusing on moderate growth and defensively managing market volatility. The Team’s dedicated multi-asset investment professionals utilize a rigorous quantitative research toolset in collaboration with fundamental expertise across all regions and markets.

INVESTMENT POLICIES

The Adviser allocates the Fund’s investments among a number of asset classes, including fixed-income securities, equity securities, and alternative asset classes and alternative investment strategies. The Fund seeks to have generally greater exposure to fixed-income securities than equity securities or alternative asset classes and alternative investment strategies. The Fund pursues a global strategy, typically investing in securities of issuers located in the United States and in other countries throughout the world, including emerging-market countries. Investments will be made either directly or indirectly through underlying registered investment companies advised by the Adviser (each an “Underlying Portfolio”), although a majority of the Fund’s assets are expected to be invested directly.

The Fund’s investments in fixed-income securities may include corporate and sovereign debt securities as well as interest rate derivatives and credit derivatives such as credit default swaps. In selecting fixed-income securities for the Fund, the Adviser attempts to take advantage of inefficiencies that it believes exist in the global fixed-income markets. These inefficiencies arise from investor behavior, market complexity and the investment limitations to which investors are subject. The Adviser intends to gain exposure to high-yield debt securities (commonly known as “junk bonds”) through investment in the AB High Income Fund, an Underlying Portfolio, and may, in the future, gain such exposure through direct investments in high-yield debt securities. Fixed-income securities in which the Fund or AB High Income Fund may invest may be of any credit quality or maturity.

The Fund’s investments in equity securities of issuers consist primarily

(continued on next page)

4    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

of securities of large-capitalization companies and derivatives related to such securities. In selecting equity securities for the Fund, the Adviser intends to use fundamental and quantitative analysis with the goal of generating returns primarily from security selection rather than price movements in equity securities generally.

The Fund may invest in alternative investments the returns on which are expected to have low correlation with returns on equity and fixed-income securities, such as real-estate related securities and inflation-indexed securities. Alternative investment strategies that may be pursued by the Fund directly or indirectly through investment in other registered investment companies include (i) long/short equity strategies through which the Fund takes long positions in certain securities in the expectation that they will increase in value and takes short positions in other securities in the expectation that they will decrease in value; (ii) strategies that consider macroeconomic and technical factors to identify and exploit opportunities across global asset classes; and (iii) event-driven strategies that invest in the securities of companies that are expected to become the subject of major corporate events and companies in which an active role in company management has been taken or sought by a third-party investor. In order to gain exposure to real-estate related securities, the Adviser intends to invest a portion of the Fund’s assets in the AB All Market Real Return Portfolio, an Underlying Portfolio.

The Adviser seeks to adjust the Fund’s asset class exposure utilizing both fundamental analysis and the Adviser’s Dynamic Asset Allocation (“DAA”) approach. DAA comprises a series of analytical and forecasting tools employed by the Adviser to gauge fluctuations in the risk/return profile of various asset classes. DAA seeks to adjust the Fund’s investment exposure in changing market conditions and thereby reduce overall portfolio volatility by mitigating the effects of market fluctuations, while preserving consistent long-term return potential. For example, the Adviser may seek to reduce the Fund’s risk exposure to one or more assets classes when DAA suggests that market risks relevant to those asset classes are rising but return opportunities are declining. In addition to merely increasing or decreasing asset class exposure by buying or selling securities of that asset class, the Adviser may pursue DAA implementation for the Fund by utilizing derivatives.

The Adviser intends to utilize a variety of derivatives in its management of the Fund. As noted above, the Adviser may use derivatives to gain exposure to various asset classes, and may cause the Fund to enter into derivatives in making the adjustments called for by DAA. As a result of the use of derivatives, the Fund will frequently be leveraged,

(continued on next page)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    5

with net investment exposure in excess of net assets.

Currency exchange rate fluctuations can have a dramatic impact on returns. The Fund’s foreign currency exposures will come from investment in securities priced or denominated in foreign currencies and from direct holdings in foreign currencies and currency-related derivatives. The Adviser may seek to hedge all or a portion of the currency exposure resulting from Fund investments or decide not to hedge this exposure. The Adviser may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Barclays Global Aggregate Bond Index (USD hedged) represents the performance of global investment-grade developed fixed-income markets, hedged to the US dollar. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. 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. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. 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 market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Allocation Risk: The allocation of investments among different investment styles, such as equity or debt, growth or value, US or non-US securities, or diversification strategies, may have a more significant effect on the Fund’s

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    7

DISCLOSURES AND RISKS (continued)

net asset value (“NAV”) when one of these investments is performing more poorly than another.

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

High-Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade 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.

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.

Alternative Investments Risk: Many alternative investments can be volatile and may be illiquid. Their performance may have little correlation with

8    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

DISCLOSURES AND RISKS (continued)

the performance of equity or fixed-income markets, and they may not perform in accordance with expectations.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

Leverage Risk: To the extent the Fund uses leveraging techniques, its 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.

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

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 for the Fund, 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 as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to July 14, 2017 is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    9

DISCLOSURES AND RISKS (continued)

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.

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		4.88%		0.44%
5 Years		2.69%		1.79%
10 Years		4.06%		3.61%
CLASS C SHARES
1 Year		4.07%		3.07%
5 Years		1.90%		1.90%
10 Years		3.30%		3.30%
ADVISOR CLASS SHARES1
1 Year		5.21%		5.21%
5 Years		2.95%		2.95%
10 Years		4.34%		4.34%
CLASS R SHARES1
1 Year		4.45%		4.45%
5 Years		2.26%		2.26%
10 Years		3.65%		3.65%
CLASS K SHARES1
1 Year		4.77%		4.77%
5 Years		2.60%		2.60%
10 Years		3.98%		3.98%
CLASS I SHARES1
1 Year		5.17%		5.17%
5 Years		2.91%		2.91%
10 Years		4.31%		4.31%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.43%, 2.18%, 1.17%, 1.83%, 1.52% and 1.22% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.25%, 2.00%, 1.00%, 1.66%, 1.35% and 1.06% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2020. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. 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.

1 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    11

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-12.26%
5 Years		-0.67%
10 Years		2.09%
CLASS C SHARES
1 Year		-9.88%
5 Years		-0.55%
10 Years		1.78%
ADVISOR CLASS SHARES1
1 Year		-8.09%
5 Years		0.45%
10 Years		2.82%
CLASS R SHARES1
1 Year		-8.70%
5 Years		-0.19%
10 Years		2.14%
CLASS K SHARES1
1 Year		-8.47%
5 Years		0.11%
10 Years		2.45%
CLASS I SHARES1
1 Year		-8.15%
5 Years		0.41%
10 Years		2.78%

1 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.

12    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    13

EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2019		Ending Account Value February 29, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,001.20	$	5.47		1.10	%	$	6.32		1.27	%
Hypothetical**	$	1,000	$	1,019.39	$	5.52		1.10	%	$	6.37		1.27	%
Class C
Actual	$	1,000	$	996.60	$	9.23		1.86	%	$	10.08		2.03	%
Hypothetical**	$	1,000	$	1,015.61	$	9.32		1.86	%	$	10.17		2.03	%
Advisor Class
Actual	$	1,000	$	1,002.20	$	4.23		0.85	%	$	5.08		1.02	%
Hypothetical**	$	1,000	$	1,020.64	$	4.27		0.85	%	$	5.12		1.02	%
Class R
Actual	$	1,000	$	998.80	$	7.50		1.51	%	$	8.35		1.68	%
Hypothetical**	$	1,000	$	1,017.35	$	7.57		1.51	%	$	8.42		1.68	%
Class K
Actual	$	1,000	$	1,000.20	$	5.97		1.20	%	$	6.81		1.37	%
Hypothetical**	$	1,000	$	1,018.90	$	6.02		1.20	%	$	6.87		1.37	%
Class I
Actual	$	1,000	$	1,002.30	$	4.33		0.87	%	$	5.18		1.04	%
Hypothetical**	$	1,000	$	1,020.54	$	4.37		0.87	%	$	5.22		1.04	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

14    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO SUMMARY

February 29, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $167.4

1 All data are as of February 29, 2020. The Fund’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) 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).

2 “Other” represents less than 0.2% weightings in the following security types: Governments–Sovereign Bonds, Local Governments–Regional Bonds, Local Governments–US Municipal Bonds and Supranationals.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS

February 29, 2020 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 37.7%
Information Technology – 8.3%
Communications Equipment – 0.2%
Acacia Communications, Inc.(a)		5,735	$	392,905
Electronic Equipment, Instruments & Components – 1.2%
Amphenol Corp. – Class A		8,192		751,043
CDW Corp./DE		3,390		387,206
Fitbit, Inc. – Class A(a)		39,478		252,264
Hitachi Ltd.		1,300		43,415
Ingenico Group SA		994		141,674
IPG Photonics Corp.(a)		1,070		136,575
KEMET Corp.		12,917		336,875
				2,049,052
IT Services – 2.2%
Accenture PLC – Class A		767		138,513
Akamai Technologies, Inc.(a)		1,045		90,403
Amadeus IT Group SA – Class A		1,660		117,679
Atos SE		700		52,666
Automatic Data Processing, Inc.		3,164		489,597
Booz Allen Hamilton Holding Corp.		2,346		167,270
Capgemini SE		1,065		118,020
CGI, Inc.(a)		725		50,940
Cognizant Technology Solutions Corp. – Class A		7,480		455,757
Fidelity National Information Services, Inc.		870		121,556
Mastercard, Inc. – Class A		4,278		1,241,690
Paychex, Inc.		2,870		222,368
Visa, Inc. – Class A		2,187		397,509
				3,663,968
Semiconductors & Semiconductor Equipment – 0.7%
Cypress Semiconductor Corp.		17,518		404,491
Intel Corp.		3,428		190,323
Lam Research Corp.		380		111,503
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		4,810		258,970
Texas Instruments, Inc.		1,842		210,246
				1,175,533
Software – 3.1%
Cadence Design Systems, Inc.(a)		1,654		109,396
Check Point Software Technologies Ltd.(a)		1,700		176,460
Citrix Systems, Inc.		2,200		227,458
Constellation Software, Inc./Canada		259		263,859
Fortinet, Inc.(a)		1,168		119,206
Microsoft Corp.		16,156		2,617,433

16    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Nice Ltd.(a)		1,096	$	179,269
NortonLifeLock, Inc.		4,810		91,534
Oracle Corp.		8,232		407,155
Oracle Corp. Japan		2,200		171,483
RIB Software SE		3,272		106,216
ServiceNow, Inc.(a)		480		156,523
Synopsys, Inc.(a)		858		118,344
TiVo Corp.		8,869		67,138
Trend Micro, Inc./Japan(b)		5,700		282,875
				5,094,349
Technology Hardware, Storage & Peripherals – 0.9%
Apple, Inc.		2,697		737,252
Hewlett Packard Enterprise Co.		5,670		72,519
HP, Inc.		6,410		133,264
Samsung Electronics Co., Ltd.		8,734		393,129
Seagate Technology PLC		2,040		97,818
				1,433,982
				13,809,789
Financials – 5.9%
Banks – 2.1%
Banco do Brasil SA		1,900		19,910
Bank Leumi Le-Israel BM		37,710		243,754
Bank of Communications Co., Ltd. – Class A		33,100		24,813
Bank of Nanjing Co., Ltd.		8,700		9,786
Carolina Financial Corp.		7,041		228,128
CenterState Bank Corp.		2,390		48,350
China Everbright Bank Co., Ltd.		42,645		23,278
China Minsheng Banking Corp., Ltd. – Class H		39,000		26,690
Chongqing Rural Commercial Bank Co., Ltd. – Class H		12,000		5,483
CIT Group, Inc.		2,300		91,333
Citigroup, Inc.		3,354		212,845
Credicorp Ltd.		560		101,511
DBS Group Holdings Ltd.		23,900		417,872
DNB ASA		4,405		73,781
Grupo Financiero Banorte SAB de CV – Class O		4,470		24,440
IBERIABANK Corp.		5,461		328,698
JPMorgan Chase & Co.		2,535		294,339
Jyske Bank A/S(a)		7,448		256,515
KBC Group NV		2,850		189,885
PNC Financial Services Group, Inc. (The)		1,510		190,864
Royal Bank of Canada		2,380		176,995
Texas Capital Bancshares, Inc.(a)		2,626		123,632
Toronto-Dominion Bank (The)		3,078		158,320
Wells Fargo & Co.		7,589		310,011
				3,581,233

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Capital Markets – 2.2%
BlackRock, Inc. – Class A		290	$	134,273
Charles Schwab Corp. (The)		19,215		783,011
China Cinda Asset Management Co., Ltd. – Class H		105,000		22,266
CI Financial Corp.		1,790		29,726
CME Group, Inc. – Class A		1,844		366,624
E*TRADE Financial Corp.		6,303		288,551
Franklin Resources, Inc.		3,271		71,177
Goldman Sachs Group, Inc. (The)		531		106,609
Japan Exchange Group, Inc.(b)		5,500		91,966
Julius Baer Group Ltd.(a)		9,318		391,990
Korea Investment Holdings Co., Ltd.(a)		371		19,348
Legg Mason, Inc.		4,142		206,355
Moody’s Corp.		310		74,409
NH Investment & Securities Co., Ltd.(a)		2,380		19,817
Partners Group Holding AG		206		178,771
S&P Global, Inc.		986		262,187
Singapore Exchange Ltd.		45,100		278,496
TD Ameritrade Holding Corp.		7,758		327,620
				3,653,196
Consumer Finance – 0.1%
Ally Financial, Inc.		3,673		92,082
Samsung Card Co., Ltd.		870		24,141
				116,223
Diversified Financial Services – 0.4%
Berkshire Hathaway, Inc. – Class B(a)		2,786		574,863
Far East Horizon Ltd.		24,000		21,284
Investor AB – Class B		136		6,812
Pargesa Holding SA		1,281		94,430
Voya Financial, Inc.(b)		852		44,849
				742,238
Insurance – 1.0%
Admiral Group PLC		4,680		128,448
Aegon NV		11,598		39,478
American Financial Group, Inc./OH		1,730		159,887
BB Seguridade Participacoes SA		3,200		22,791
Fidelity National Financial, Inc.		3,640		141,086
Gjensidige Forsikring ASA		1,940		39,428
iA Financial Corp., Inc.		1,109		52,788
Japan Post Holdings Co., Ltd.		3,800		33,024
Manulife Financial Corp.		3,117		52,389
MetLife, Inc.		1,102		47,077
PICC Property & Casualty Co., Ltd. – Class H		122,000		129,012
Porto Seguro SA		1,900		25,909
Poste Italiane SpA(c)		1,345		14,408

18    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Progressive Corp. (The)		2,135	$	156,197
Prudential Financial, Inc.		182		13,732
Reinsurance Group of America, Inc. – Class A		770		93,963
RenaissanceRe Holdings Ltd.		600		102,240
Sampo Oyj – Class A		3,470		141,791
Swiss Re AG		820		78,007
Zurich Insurance Group AG		376		145,599
				1,617,254
Thrifts & Mortgage Finance – 0.1%
Essent Group Ltd.		3,110		135,720
				9,845,864
Consumer Discretionary – 5.9%
Auto Components – 0.5%
Aptiv PLC		6,665		520,603
Delphi Technologies PLC(a)		13,368		188,756
Faurecia SE		401		18,337
Magna International, Inc. – Class A (Canada)		980		44,603
				772,299
Automobiles – 0.1%
Fiat Chrysler Automobiles NV		13,960		175,905
Hyundai Motor Co.		220		21,015
Nissan Motor Co., Ltd.		4,800		20,572
				217,492
Diversified Consumer Services – 0.4%
H&R Block, Inc.(b)		4,025		83,197
Service Corp. International/US		12,606		602,440
				685,637
Hotels, Restaurants & Leisure – 1.6%
Accor SA		7,255		263,885
Aristocrat Leisure Ltd.		10,430		228,771
Caesars Entertainment Corp.(a)		32,242		409,796
Compass Group PLC		8,826		194,458
Las Vegas Sands Corp.		5,841		340,589
Marriott International, Inc./MD – Class A		1,696		210,304
McDonald’s Corp.		850		165,044
Starbucks Corp.		1,620		127,057
Stars Group, Inc. (The)(a)		16,940		388,773
Transat AT, Inc.(a)		14,103		155,714
Yum China Holdings, Inc.		2,450		107,285
				2,591,676
Household Durables – 0.2%
Coway Co., Ltd.		390		22,230
DR Horton, Inc.		580		30,897
Lennar Corp. – Class A		1,690		101,974
NVR, Inc.(a)		32		117,350

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Taylor Wimpey PLC		7,710	$	20,359
				292,810
Internet & Direct Marketing Retail – 0.6%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		490		101,920
Amazon.com, Inc.(a)		155		291,981
Booking Holdings, Inc.(a)		40		67,826
eBay, Inc.		3,018		104,544
Naspers Ltd. – Class N		2,401		375,411
Prosus NV(a)		2,046		143,077
				1,084,759
Media – 0.2%
Cineplex, Inc.(b)		13,137		322,883
Multiline Retail – 0.2%
Dollar General Corp.		1,430		214,929
Next PLC		995		78,422
				293,351
Specialty Retail – 1.5%
AutoZone, Inc.(a)		200		206,502
GrandVision NV(b) (c)		10,075		306,308
Home Depot, Inc. (The)		856		186,471
O’Reilly Automotive, Inc.(a)		50		18,436
Ross Stores, Inc.		2,390		259,984
Tiffany & Co.		3,101		414,262
TJX Cos., Inc. (The)		10,408		622,399
Ulta Salon Cosmetics & Fragrance, Inc.(a)		2,145		551,458
				2,565,820
Textiles, Apparel & Luxury Goods – 0.6%
adidas AG		974		274,228
Deckers Outdoor Corp.(a)		1,250		217,250
NIKE, Inc. – Class B		3,035		271,268
Samsonite International SA(c)		111,368		196,116
				958,862
				9,785,589
Health Care – 5.3%
Biotechnology – 0.5%
Amgen, Inc.		536		107,055
Exact Sciences Corp.(a) (b)		720		58,284
Gilead Sciences, Inc.		2,920		202,531
Ra Pharmaceuticals, Inc.(a)		6,778		316,939
Vertex Pharmaceuticals, Inc.(a)		450		100,814
				785,623
Health Care Equipment & Supplies – 1.2%
Abbott Laboratories		12,011		925,207
Baxter International, Inc.		1,566		130,714

20    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Koninklijke Philips NV		6,581	$	281,826
Medtronic PLC		1,450		145,971
ResMed, Inc.		279		44,350
STERIS PLC		190		30,138
Stryker Corp.		428		81,573
Wright Medical Group NV(a)		13,699		414,395
				2,054,174
Health Care Providers & Services – 0.8%
Anthem, Inc.		2,879		740,162
Galenica AG(a) (c)		2,200		148,759
Henry Schein, Inc.(a)		3,608		219,872
Sinopharm Group Co., Ltd. – Class H		6,400		20,106
UnitedHealth Group, Inc.		930		237,113
				1,366,012
Health Care Technology – 0.1%
Cerner Corp.		1,741		120,599
Life Sciences Tools & Services – 0.5%
Agilent Technologies, Inc.		1,371		105,663
IQVIA Holdings, Inc.(a)		5,841		814,761
				920,424
Pharmaceuticals – 2.2%
Allergan PLC		2,090		398,500
Astellas Pharma, Inc.		10,100		158,299
Bristol-Myers Squibb Co.		2,800		165,368
Eli Lilly & Co.		270		34,055
GlaxoSmithKline PLC		8,990		181,413
Johnson & Johnson		3,821		513,848
Merck & Co., Inc.		5,486		420,008
Novo Nordisk A/S – Class B		3,130		183,383
Roche Holding AG		2,325		747,566
Sanofi		1,694		157,992
Zoetis, Inc.		5,489		731,300
				3,691,732
				8,938,564
Industrials – 3.8%
Aerospace & Defense – 0.3%
Airbus SE		630		76,040
Arconic, Inc.		3,929		115,316
Korea Aerospace Industries Ltd.(a)		780		16,678
L3Harris Technologies, Inc.		1,090		215,526
MTU Aero Engines AG		320		79,175
				502,735
Air Freight & Logistics – 0.2%
CH Robinson Worldwide, Inc.		4,109		283,110

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    21

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Hyundai Glovis Co., Ltd.		196	$	19,994
Kuehne & Nagel International AG		400		58,553
ZTO Express Cayman, Inc. (ADR)		1,750		41,055
				402,712
Airlines – 0.1%
Qantas Airways Ltd.		40,413		147,811
Building Products – 0.3%
Allegion PLC		3,662		421,093
Johnson Controls International PLC		2,770		101,299
				522,392
Commercial Services & Supplies – 1.0%
Advanced Disposal Services, Inc.(a)		11,993		396,489
Copart, Inc.(a)		1,402		118,441
Secom Co., Ltd.		6,400		507,557
Stericycle, Inc.(a) (b)		12,122		696,166
				1,718,653
Electrical Equipment – 0.0%
Fangda Carbon New Material Co., Ltd. – Class A(a)		14,800		21,641
Industrial Conglomerates – 0.3%
3M Co.		2,923		436,229
CITIC Ltd.		20,000		22,580
Toshiba Corp.		1,400		37,892
				496,701
Machinery – 0.5%
Dover Corp.		1,488		152,877
Mitsubishi Heavy Industries Ltd.		900		28,438
PACCAR, Inc.		1,523		101,889
Volvo AB – Class B		4,499		70,619
WABCO Holdings, Inc.(a)		2,912		393,411
				747,234
Marine – 0.0%
MISC Bhd		3,700		6,736
Professional Services – 0.9%
Experian PLC		5,540		184,393
ManpowerGroup, Inc.		527		40,020
RELX PLC		17,529		421,725
Thomson Reuters Corp.		743		55,194
Verisk Analytics, Inc. – Class A		3,602		558,706
Wolters Kluwer NV		2,830		207,196
				1,467,234

22    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Road & Rail – 0.0%
Nippon Express Co., Ltd.		700	$	33,572
Trading Companies & Distributors – 0.1%
AerCap Holdings NV(a)		550		28,644
Aircastle Ltd.		4,289		136,605
Xiamen C & D, Inc.		20,700		22,936
				188,185
Transportation Infrastructure – 0.1%
Aena SME SA(c)		130		20,939
Flughafen Zurich AG		679		102,982
International Container Terminal Services, Inc.		8,910		18,728
Westports Holdings Bhd		25,800		21,293
				163,942
				6,419,548
Communication Services – 3.0%
Diversified Telecommunication Services – 0.7%
Comcast Corp. – Class A		16,245		656,785
Elisa Oyj		240		13,824
HKT Trust & HKT Ltd. – Class SS		92,000		138,519
Nippon Telegraph & Telephone Corp.		8,100		188,972
Telenor ASA		3,008		48,734
Verizon Communications, Inc.		2,861		154,952
				1,201,786
Entertainment – 0.2%
Daiichikosho Co., Ltd.		1,500		61,324
Live Nation Entertainment, Inc.(a)		649		39,439
Nintendo Co., Ltd.		665		222,931
				323,694
Interactive Media & Services – 1.5%
Alphabet, Inc. – Class A(a)		121		162,049
Alphabet, Inc. – Class C(a)		1,051		1,407,636
Auto Trader Group PLC		31,540		212,376
Facebook, Inc. – Class A(a)		3,606		694,047
				2,476,108
Media – 0.0%
Informa PLC		8,570		75,848
Wireless Telecommunication Services – 0.6%
Advanced Info Service PCL		3,700		23,451
China Mobile Ltd.		24,500		194,986
DiGi.Com Bhd		14,000		13,959
Globe Telecom, Inc.		570		19,893
KDDI Corp.		9,900		279,710

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    23

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
PLDT, Inc.		1,080	$	20,999
SoftBank Group Corp.		7,800		362,375
Sprint Corp.(a)		5,843		53,697
T-Mobile US, Inc.(a)		110		9,918
				978,988
				5,056,424
Consumer Staples – 2.1%
Beverages – 0.3%
Asahi Group Holdings Ltd.		900		34,450
Coca-Cola Bottlers Japan Holdings, Inc.(b)		1,000		23,064
Coca-Cola European Partners PLC		2,031		103,500
PepsiCo, Inc.		2,277		300,632
				461,646
Food & Staples Retailing – 0.5%
Casino Guichard Perrachon SA(b)		1,306		50,736
Koninklijke Ahold Delhaize NV		9,370		218,904
Metro, Inc./CN		661		25,746
Sysco Corp.		3,080		205,282
Walmart, Inc.		2,490		268,123
				768,791
Food Products – 0.5%
Ajinomoto Co., Inc.		2,500		41,942
Danone SA		2,726		192,397
General Mills, Inc.		94		4,606
Hershey Co. (The)		130		18,719
Kellogg Co.		1,590		96,147
Morinaga & Co., Ltd./Japan		2,600		103,211
Nestle Malaysia Bhd		700		23,919
Nestle SA		1,130		116,283
NH Foods Ltd.		1,100		41,443
Salmar ASA		4,370		197,493
Tyson Foods, Inc. – Class A		594		40,291
				876,451
Household Products – 0.5%
Kimberly-Clark Corp.		750		98,393
Kimberly-Clark de Mexico SAB de CV – Class A		12,890		24,538
Procter & Gamble Co. (The)		3,927		444,654
Reckitt Benckiser Group PLC		2,817		208,156
				775,741
Personal Products – 0.2%
L’Oreal SA		627		168,528
Pola Orbis Holdings, Inc.		2,000		38,067
Unilever PLC		3,655		196,492
				403,087

24    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Tobacco – 0.1%
KT&G Corp.		290	$	20,177
Philip Morris International, Inc.		2,671		218,675
				238,852
				3,524,568
Materials – 1.4%
Chemicals – 0.9%
Akzo Nobel NV		700		56,007
BASF SE		1,447		85,640
International Flavors & Fragrances, Inc.(b)		8,372		1,002,798
Mitsubishi Chemical Holdings Corp.		5,300		35,432
Nitto Denko Corp.		600		29,834
OMNOVA Solutions, Inc.(a)		24,248		245,147
PhosAgro PJSC (GDR)(c)		6,051		66,622
Sinopec Shanghai Petrochemical Co., Ltd.		35,516		20,440
Sumitomo Chemical Co., Ltd.		9,300		33,889
				1,575,809
Containers & Packaging – 0.1%
Avery Dennison Corp.		860		98,461
Metals & Mining – 0.3%
Continental Gold, Inc.(a)		66,681		272,239
Evraz PLC		11,899		50,813
Fortescue Metals Group Ltd.		7,928		52,954
Kirkland Lake Gold Ltd.		966		31,155
Southern Copper Corp.		2,760		92,874
				500,035
Paper & Forest Products – 0.1%
Mondi PLC		4,403		89,423
				2,263,728
Energy – 0.8%
Oil, Gas & Consumable Fuels – 0.8%
Chevron Corp.		1,028		95,954
Exxon Mobil Corp.		445		22,891
HollyFrontier Corp.		1,490		50,183
Inpex Corp.		3,500		30,805
LUKOIL PJSC (Sponsored ADR)		2,241		193,488
Marathon Petroleum Corp.		7,698		365,039
Phillips 66		790		59,139
PTT Exploration & Production PCL		5,900		19,819
Royal Dutch Shell PLC – Class B		18,161		393,643
TOTAL SA		1,757		75,942
Valero Energy Corp.		720		47,700
Yanzhou Coal Mining Co., Ltd. – Class H		24,000		18,443
				1,373,046

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    25

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Real Estate – 0.7%
Equity Real Estate Investment Trusts (REITs) – 0.4%
Fibra Uno Administracion SA de CV		18,548	$	28,091
Host Hotels & Resorts, Inc.		6,594		95,481
Japan Retail Fund Investment Corp.(b)		17		32,227
Nippon Building Fund, Inc.		20		149,525
Taubman Centers, Inc.		4,866		253,324
Vornado Realty Trust		1,807		96,819
				655,467
Real Estate Management & Development – 0.3%
Agile Group Holdings Ltd.		16,000		22,876
CBRE Group, Inc. – Class A(a)		4,968		278,904
Guangzhou R&F Properties Co., Ltd. – Class H		12,800		20,181
Nomura Real Estate Holdings, Inc.		2,200		47,467
Vonovia SE		2,120		114,709
				484,137
				1,139,604
Utilities – 0.5%
Electric Utilities – 0.3%
Enel SpA		35,719		299,796
Manila Electric Co.		3,730		19,742
PPL Corp.		3,566		107,016
Terna Rete Elettrica Nazionale SpA		9,317		61,592
				488,146
Gas Utilities – 0.0%
Snam SpA		5,380		26,676
Independent Power and Renewable Electricity Producers – 0.1%
NRG Energy, Inc.		730		24,243
Uniper SE		2,080		61,827
				86,070
Multi-Utilities – 0.1%
Canadian Utilities Ltd. – Class A		220		6,511
Engie SA		4,290		71,639
Public Service Enterprise Group, Inc.		2,000		102,620
Suez		1,830		29,058
				209,828
Water Utilities – 0.0%
Guangdong Investment Ltd.		44,000		83,559
				894,279
Total Common Stocks (cost $58,153,598)				63,051,003

26    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
INVESTMENT COMPANIES – 24.3%
Funds and Investment Trusts – 24.3%(d)
AB All Market Real Return Portfolio – Class Z(e)			2,531,798	$	19,444,212
AB High Income Fund, Inc. – Class Z(e)			2,159,900		17,581,585
Consumer Staples Select Sector SPDR Fund			5,528		320,569
Industrial Select Sector SPDR Fund(b)			3,190		233,125
iShares Core U.S. Aggregate Bond ETF			10,019		1,164,408
iShares Global Healthcare ETF(b)			7,602		479,230
iShares JP Morgan USD Emerging Markets Bond ETF			2,234		254,944
iShares US Technology ETF(b)			1,401		316,948
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			5,301		171,805
Vanguard Total International Bond ETF(b)			13,600		788,664
Total Investment Companies (cost $43,928,754)					40,755,490
		Principal Amount (000)
GOVERNMENTS – TREASURIES – 7.1%
Austria – 0.4%
Republic of Austria Government Bond Zero Coupon, 02/20/2030(c)	EUR		179		204,401
0.50%, 02/20/2029(c)			359		428,301
					632,702
Belgium – 0.3%
Kingdom of Belgium Government Bond Series 81 0.80%, 06/22/2027(c)			202		242,597
Series 85 0.80%, 06/22/2028(c)			60		72,713
Series 87 0.90%, 06/22/2029(c)			123		151,269
					466,579
Finland – 0.2%
Finland Government Bond 0.50%, 09/15/2029(c)			348		416,307
France – 0.5%
French Republic Government Bond OAT 1.25%, 05/25/2034(c)			248		326,041
1.50%, 05/25/2050(c)			100		144,586
1.75%, 06/25/2039(c)			240		346,968
					817,595

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    27

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Germany – 0.7%
Bundesrepublik Deutschland Bundesanleihe 1.25%, 08/15/2048(c)	EUR		520	$	813,951
Series 2007 4.25%, 07/04/2039(c)			188		398,542
					1,212,493
Ireland – 0.2%
Ireland Government Bond 1.00%, 05/15/2026 (c)			339		406,259
Italy – 1.5%
Italy Buoni Poliennali Del Tesoro 0.95%, 03/01/2023			415		468,443
1.35%, 04/15/2022			190		215,575
1.85%, 05/15/2024			95		111,341
2.45%, 09/01/2033(c)			165		205,748
3.35%, 03/01/2035(c)			530		727,646
3.85%, 09/01/2049(c)			87		133,628
4.50%, 05/01/2023			370		463,477
5.50%, 11/01/2022(c)			108		136,258
					2,462,116
Japan – 1.3%
Japan Government Ten Year Bond Series 357 0.10%, 12/20/2029	JPY		66,400		631,378
Japan Government Thirty Year Bond Series 62 0.50%, 03/20/2049			36,000		354,486
Series 63 0.40%, 06/20/2049			25,700		246,247
Japan Government Twenty Year Bond Series 143 1.60%, 03/20/2033			27,400		308,297
Series 171 0.30%, 12/20/2039			63,150		602,355
					2,142,763
Malaysia – 0.1%
Malaysia Government Bond Series 0310 4.498%, 04/15/2030	MYR		670		179,927
Mexico – 0.4%
Mexican Bonos Series M 8.00%, 11/07/2047	MXN		3,440		194,679
Series M 20 7.50%, 06/03/2027			8,852		471,918
					666,597

28    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Netherlands – 0.3%
Netherlands Government Bond 0.25%, 07/15/2029(c)	EUR		429	$	506,354
Russia – 0.4%
Russian Federal Bond – OFZ Series 6215 7.00%, 08/16/2023	RUB		23,730		367,711
Series 6227 7.40%, 07/17/2024			15,980		251,942
					619,653
Spain – 0.5%
Spain Government Bond 1.95%, 04/30/2026(c)	EUR		327		404,957
2.35%, 07/30/2033(c)			168		230,248
4.20%, 01/31/2037(c)			85		147,377
					782,582
United Kingdom – 0.3%
United Kingdom Gilt 1.50%, 07/22/2047(c)	GBP		31		45,084
1.75%, 09/07/2037-01/22/2049(c)			302		454,418
					499,502
United States – 0.0%
U.S. Treasury Bonds 3.125%, 08/15/2044	U.S.$		46		59,455
Total Governments – Treasuries (cost $11,328,042)					11,870,884
CORPORATES – INVESTMENT GRADE – 6.8%
Industrial – 3.8%
Basic – 0.3%
Anglo American Capital PLC 1.625%, 09/18/2025(c)	EUR		100		113,729
DuPont de Nemours, Inc. 5.419%, 11/15/2048	U.S.$		45		56,676
Glencore Funding LLC 4.00%, 03/27/2027(c)			62		65,945
SABIC Capital II BV 4.00%, 10/10/2023(c)			200		211,300
					447,650
Capital Goods – 0.3%
General Electric Co. 0.875%, 05/17/2025	EUR		105		118,851
United Technologies Corp. 1.15%, 05/18/2024			115		132,073
1.25%, 05/22/2023			125		143,196

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    29

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Westinghouse Air Brake Technologies Corp. 4.40%, 03/15/2024	U.S.$		37	$	40,206
					434,326
Communications - Media – 0.4%
Charter Communications Operating LLC/Charter Communications Operating Capital 4.20%, 03/15/2028			17		18,494
4.908%, 07/23/2025			50		56,196
5.375%, 05/01/2047			65		74,151
Comcast Corp. 0.75%, 02/20/2032	EUR		165		184,184
4.60%, 08/15/2045	U.S.$		45		57,571
Fox Corp. 4.709%, 01/25/2029(c)			115		135,349
ViacomCBS, Inc. 3.375%, 02/15/2028			49		52,200
3.70%, 06/01/2028			25		27,083
4.00%, 01/15/2026			18		19,767
5.50%, 05/15/2033			40		50,157
					675,152
Communications - Telecommunications – 0.4%
AT&T, Inc. 4.375%, 09/14/2029	GBP		160		243,022
4.55%, 03/09/2049	U.S.$		65		74,824
Bell Canada, Inc. 4.70%, 09/11/2023	CAD		52		42,116
British Telecommunications PLC 9.625%, 12/15/2030	U.S.$		75		118,921
Rogers Communications, Inc. 4.00%, 06/06/2022	CAD		66		51,541
Verizon Communications, Inc. 5.012%, 04/15/2049	U.S.$		60		82,589
					613,013
Consumer Cyclical - Automotive – 0.2%
General Motors Financial Co., Inc. 5.10%, 01/17/2024			70		76,432
Harley-Davidson Financial Services, Inc. 4.05%, 02/04/2022 (c)			230		240,012
Volkswagen Leasing GmbH 2.625%, 01/15/2024(c)	EUR		60		71,525
					387,969

30    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Entertainment – 0.1%
Carnival PLC 1.00%, 10/28/2029	EUR		105	$	110,435
Consumer Cyclical - Other – 0.1%
Las Vegas Sands Corp. 3.20%, 08/08/2024	U.S.$		115		119,250
3.50%, 08/18/2026			44		46,057
					165,307
Consumer Cyclical - Restaurants – 0.0%
Starbucks Corp. 4.45%, 08/15/2049			50		60,498
Consumer Cyclical - Retailers – 0.0%
Lowe’s Cos., Inc. 4.55%, 04/05/2049			65		79,718
Consumer Non-Cyclical – 0.9%
Altria Group, Inc. 2.20%, 06/15/2027	EUR		150		179,406
Amgen, Inc. 4.663%, 06/15/2051	U.S.$		65		80,763
Anheuser-Busch InBev Worldwide, Inc. 5.55%, 01/23/2049			45		61,081
BAT Capital Corp. 3.215%, 09/06/2026			133		139,143
3.222%, 08/15/2024			120		126,041
Baxter International, Inc. 0.40%, 05/15/2024	EUR		125		139,417
CVS Health Corp. 3.25%, 08/15/2029	U.S.$		39		41,075
4.30%, 03/25/2028			90		100,786
DH Europe Finance II SARL 0.45%, 03/18/2028	EUR		170		186,527
Gilead Sciences, Inc. 4.80%, 04/01/2044	U.S.$		45		57,618
Medtronic Global Holdings SCA 1.125%, 03/07/2027	EUR		120		140,224
Mylan NV 3.95%, 06/15/2026	U.S.$		135		146,279
Reynolds American, Inc. 4.45%, 06/12/2025			72		79,691
Tyson Foods, Inc. 4.00%, 03/01/2026			35		39,118
4.55%, 06/02/2047			45		54,791
					1,571,960

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    31

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Energy – 0.5%
Baker Hughes a GE Co. LLC/Baker Hughes Co-Obligor, Inc. 4.08%, 12/15/2047	U.S.$		75	$	79,180
Energy Transfer Operating LP 3.75%, 05/15/2030			81		81,981
4.20%, 04/15/2027			18		19,362
5.50%, 06/01/2027			120		137,166
Enterprise Products Operating LLC 3.70%, 01/31/2051			70		69,554
Hess Corp. 4.30%, 04/01/2027			78		82,410
Husky Energy, Inc. 4.40%, 04/15/2029			115		124,048
Occidental Petroleum Corp. 3.50%, 08/15/2029			85		85,077
Plains All American Pipeline LP/PAA Finance Corp. 3.55%, 12/15/2029			24		23,507
3.60%, 11/01/2024			50		52,083
Valero Energy Corp. 6.625%, 06/15/2037			125		168,572
					922,940
Services – 0.0%
eBay, Inc. 3.60%, 06/05/2027			15		16,100
IHS Markit Ltd. 3.625%, 05/01/2024			34		36,252
					52,352
Technology – 0.6%
Apple, Inc. 4.65%, 02/23/2046			40		53,323
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.625%, 01/15/2024			24		25,194
3.875%, 01/15/2027			33		34,871
Broadcom, Inc. 3.625%, 10/15/2024(c)			70		73,673
4.25%, 04/15/2026(c)			52		55,943
Fidelity National Information Services, Inc. 0.625%, 12/03/2025	EUR		100		111,998
1.50%, 05/21/2027			103		120,749
Fiserv, Inc. 1.125%, 07/01/2027			105		120,748
International Business Machines Corp. 0.875%, 01/31/2025			165		189,644

32    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
NXP BV/NXP Funding LLC/NXP USA, Inc. 3.875%, 06/18/2026(c)	U.S.$		52	$	56,137
QUALCOMM, Inc. 4.80%, 05/20/2045			45		57,023
Seagate HDD Cayman 4.75%, 01/01/2025			36		37,623
					936,926
					6,458,246
Financial Institutions – 2.6%
Banking – 1.5%
AIB Group PLC 4.263%, 04/10/2025(c)			200		213,212
Banco Santander SA 3.25%, 04/04/2026(c)	EUR		100		123,447
Bank of America Corp. 1.379%, 02/07/2025(c)			105		120,878
Barclays PLC 2.375%, 10/06/2023(c)	GBP		100		130,525
CaixaBank SA 0.625%, 10/01/2024(c)	EUR		100		109,947
Capital One Financial Corp. 1.65%, 06/12/2029			140		164,613
Citigroup, Inc. 1.75%, 10/23/2026	GBP		100		129,002
Credit Suisse Group AG 2.125%, 09/12/2025(c)			100		130,740
Credit Suisse Group Funding Guernsey Ltd. 2.75%, 08/08/2025(c)			100		134,999
Goldman Sachs Group, Inc. (The) 4.25%, 01/29/2026(c)			100		145,241
ING Groep NV 3.00%, 02/18/2026(c)			100		137,269
Mitsubishi UFJ Financial Group, Inc. 0.872%, 09/07/2024(c)	EUR		100		113,449
Morgan Stanley Series G 1.375%, 10/27/2026			111		129,175
1.75%, 03/11/2024			100		117,137
Santander Holdings USA, Inc. 3.244%, 10/05/2026	U.S.$		59		61,189
4.40%, 07/13/2027			75		82,218
Standard Chartered PLC 3.785%, 05/21/2025(c)			200		212,200
UniCredit SpA 3.75%, 04/12/2022(c)			200		206,476

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    33

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
US Bancorp Series J 5.30%, 04/15/2027(f)	U.S.$		46	$	51,128
Wells Fargo & Co. 2.125%, 06/04/2024(c)	EUR		100		118,840
					2,631,685
Brokerage – 0.1%
SURA Asset Management SA 4.875%, 04/17/2024(c)	U.S.$		107		114,222
Finance – 0.1%
Synchrony Financial 3.95%, 12/01/2027			15		16,083
4.50%, 07/23/2025			93		102,810
					118,893
Insurance – 0.8%
Aon PLC 2.875%, 05/14/2026	EUR		135		169,624
ASR Nederland NV 5.125%, 09/29/2045(c)			110		142,752
Chubb INA Holdings, Inc. 0.875%, 06/15/2027			125		142,160
1.55%, 03/15/2028			100		118,814
CNP Assurances 4.25%, 06/05/2045(c)			100		125,751
Credit Agricole Assurances SA 4.25%, 01/13/2025(c)(f)			100		120,719
Massachusetts Mutual Life Insurance Co. 3.729%, 10/15/2070(c)	U.S.$		33		35,692
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 3.25%, 05/26/2049(c)	EUR		100		129,013
Nationwide Mutual Insurance Co. 9.375%, 08/15/2039(c)	U.S.$		41		74,000
Prudential Financial, Inc. 5.625%, 06/15/2043			98		104,223
Swiss Re America Holding Corp. 7.00%, 02/15/2026			77		98,601
UnitedHealth Group, Inc. 4.75%, 07/15/2045			40		51,530
					1,312,879
REITS – 0.1%
Prologis Euro Finance LLC 0.375%, 02/06/2028	EUR		120		132,425
					4,310,104

34    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Utility – 0.4%
Electric – 0.2%
Enel Finance International NV 2.65%, 09/10/2024(c)	U.S.$		200	$	205,866
Iberdrola Finanzas SA 7.375%, 01/29/2024	GBP		50		79,366
					285,232
Other Utility – 0.2%
Severn Trent Utilities Finance PLC 3.625%, 01/16/2026(c)			150		216,430
Yorkshire Water Finance PLC 6.588%, 02/21/2023			80		119,455
					335,885
					621,117
Total Corporates – Investment Grade (cost $10,992,462)					11,389,467
MORTGAGE PASS-THROUGHS – 3.1%
Agency Fixed Rate 30-Year – 2.9%
Federal Home Loan Mortgage Corp. Series 2019 3.50%, 6/01/49-10/01/49	U.S.$		480		510,624
Federal Home Loan Mortgage Corp. Gold Series 2007 5.50%, 07/01/2035			27		30,410
Series 2018 4.00%, 12/01/2048			186		200,463
4.50%, 11/01/2048			189		205,090
Series 2019 4.50%, 02/01/2049			150		163,763
Federal National Mortgage Association Series 2003 5.50%, 04/01/2033			21		23,776
Series 2004 5.50%, 04/01/2034-05/01/2034			20		22,856
Series 2005 5.50%, 02/01/2035			15		16,748
Series 2018 3.50%, 03/01/2048-04/01/2048			1,020		1,085,485
4.00%, 08/01/2048-09/01/2048			559		600,555
4.50%, 09/01/2048			340		369,095
Series 2019 3.50%, 10/01/2049			220		232,501
Series 2020 3.50%, 03/01/2050, TBA			225		233,666
4.50%, 04/01/2050, TBA			817		871,222

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
5.00%, 04/01/2050, TBA	U.S.$		280	$	302,859
					4,869,113
Other Agency Fixed Rate Programs – 0.2%
Canadian Mortgage Pools 6.125%, 12/01/2024	CAD		273		236,205
Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2011 4.492% (LIBOR 12 Month + 1.760%), 05/01/2038(g)	U.S.$		31		32,160
Federal National Mortgage Association Series 2003 3.844% (LIBOR 12 Month + 1.810%), 12/01/2033(g)			20		20,711
					52,871
Total Mortgage Pass-Throughs (cost $4,983,860)					5,158,189
INFLATION-LINKED SECURITIES – 3.1%
Japan – 1.7%
Japanese Government CPI Linked Bond Series 21 0.10%, 03/10/2026	JPY		125,796		1,191,946
Series 22 0.10%, 03/10/2027			74,653		710,819
Series 23 0.10%, 03/10/2028			95,705		910,822
					2,813,587
United States – 1.4%
U.S. Treasury Inflation Index 0.125%, 07/15/2024 (TIPS)	U.S.$		1,889		1,937,787
0.75%, 07/15/2028 (TIPS)			211		229,941
2.375%, 01/15/2025 (TIPS)			123		139,125
					2,306,853
Total Inflation-Linked Securities (cost $4,976,191)					5,120,440
COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.4%
Non-Agency Floating Rate CMBS – 1.0%
Ashford Hospitality Trust Series 2018-ASHF, Class A 2.559% (LIBOR 1 Month + 0.90%), 04/15/2035(c)(g)			144		143,979

36    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Series 2018-KEYS, Class A 2.659% (LIBOR 1 Month + 1.00%), 05/15/2035(c)(g)	U.S.$		100	$	99,749
BHMS Series 2018-ATLS, Class A 2.909% (LIBOR 1 Month + 1.25%), 07/15/2035(c)(g)			113		113,522
Braemar Hotels & Resorts Trust Series 2018-PRME, Class A 2.479% (LIBOR 1 Month + 0.82%), 06/15/2035(c)(g)			100		99,624
BX Commercial Mortgage Trust Series 2019-IMC, Class A 2.659% (LIBOR 1 Month + 1.00%), 04/15/2034(c)(g)			105		104,530
Colony Mortgage Capital Ltd. Series 2019-IKPR, Class C 3.335% (LIBOR 1 Month + 1.68%), 11/15/2038(c)(g)			131		130,224
DBWF Mortgage Trust Series 2018-GLKS, Class A 2.677% (LIBOR 1 Month + 1.03%), 11/19/2035(c)(g)			140		140,151
Great Wolf Trust Series 2019-WOLF, Class C 3.292% (LIBOR 1 Month + 1.63%), 12/15/2036(c)(g)			210		209,937
GS Mortgage Securities Corp. Trust Series 2019-SMP, Class C 3.359% (LIBOR 1 Month + 1.70%), 08/15/2032(c)(g)			160		160,090
Invitation Homes Trust Series 2018-SFR4, Class A 2.759% (LIBOR 1 Month + 1.10%), 01/17/2038(c)(g)			166		166,172
MSCG Trust Series 2018-SELF, Class A 2.559% (LIBOR 1 Month + 0.90%), 10/15/2037(c)(g)			150		149,819
Natixis Commercial Mortgage Securities Trust Series 2018-850T, Class A 2.442% (LIBOR 1 Month + 0.78%), 07/15/2033(c)(g)			110		109,933
Series 2019-MILE, Class A 3.159% (LIBOR 1 Month + 1.50%), 07/15/2036(c)(g)			105		105,260
					1,732,990

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    37

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate CMBS – 0.4%
Citigroup Commercial Mortgage Trust Series 2013-GC11, Class B 3.732%, 04/10/2046	U.S.$		160	$	168,737
COMM Mortgage Trust Series 2014-UBS4, Class C 4.644%, 08/10/2047			135		143,579
GS Mortgage Securities Trust Series 2013-G1, Class A1 2.059%, 04/10/2031(c)			49		48,884
Series 2013-G1, Class A2 3.557%, 04/10/2031(c)			134		138,706
WFRBS Commercial Mortgage Trust Series 2014-C20, Class AS 4.176%, 05/15/2047			120		130,593
					630,499
Total Commercial Mortgage-Backed Securities (cost $2,332,796)					2,363,489
COLLATERALIZED LOAN OBLIGATIONS – 1.2%
CLO - Floating Rates – 1.2%
Greywolf CLO V Ltd. Series 2015-1A, Class A1R 2.954% (LIBOR 3 Month + 1.16%), 01/27/2031(c)(g)			250		250,025
Marble Point CLO XI Ltd. Series 2017-2A, Class A 2.999% (LIBOR 3 Month + 1.18%), 12/18/2030(c)(g)			250		249,682
Neuberger Berman Loan Advisers CLO Ltd. Series 2018-29A, Class B1 3.519% (LIBOR 3 Month + 1.70%), 10/19/2031(c)(g)			250		250,139
Octagon Investment Partners 30 Ltd. Series 2017-1A, Class A1 3.139% (LIBOR 3 Month + 1.32%), 03/17/2030(c)(g)			250		250,366
Rockford Tower CLO Ltd. Series 2017-3A, Class A 3.009% (LIBOR 3 Month + 1.19%), 10/20/2030(c)(g)			250		250,011
Halcyon Loan Advisors Funding Ltd. Series 2018-1A, Class A2 3.619% (LIBOR 3 Month + 1.80%), 07/21/2031(c)(g)			250		246,697

38    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
TIAA CLO I Ltd. Series 2016-1A, Class AR 3.019% (LIBOR 3 Month + 1.20%), 07/20/2031(c)(g)	U.S.$		250	$	248,836
TIAA CLO II Ltd. Series 2017-1A, Class A 3.099% (LIBOR 3 Month + 1.28%), 04/20/2029(c)(g)			250		250,003
Total Collateralized Loan Obligations (cost $1,996,969)					1,995,759
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.1%
Risk Share Floating Rate – 1.1%
Bellemeade Re Ltd. Series 2018-2A, Class M1B 2.977% (LIBOR 1 Month + 1.35%), 08/25/2028(c)(g)			138		138,574
Connecticut Avenue Securities Trust Series 2020-R02, Class 2M1 2.411% (LIBOR 1 Month + 0.75%), 01/25/2040(c)(g)			44		44,103
Eagle RE Ltd. Series 2018-1, Class M1 3.327% (LIBOR 1 Month + 1.70%), 11/25/2028(c)(g)			99		99,407
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2014-DN1, Class M2 3.827% (LIBOR 1 Month + 2.20%), 02/25/2024(g)			91		92,066
Series 2015-DNA2, Class M2 4.227% (LIBOR 1 Month + 2.60%), 12/25/2027(g)			7		7,162
Series 2016-DNA4, Class M3 5.427% (LIBOR 1 Month + 3.80%), 03/25/2029(g)			250		265,254
Series 2017-DNA1, Class M2 4.877% (LIBOR 1 Month + 3.25%), 07/25/2029(g)			250		263,276
Series 2017-DNA2, Class M1 2.827% (LIBOR 1 Month + 1.20%), 10/25/2029(g)			116		115,860
Series 2017-DNA2, Class M2 5.077% (LIBOR 1 Month + 3.45%), 10/25/2029(g)			250		266,295

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C04, Class 2M2 6.627% (LIBOR 1 Month + 5.00%), 11/25/2024(g)	U.S.$		85	$	91,248
Series 2016-C06, Class 1M1 2.927% (LIBOR 1 Month + 1.30%), 04/25/2029(g)			28		27,633
Series 2016-C06, Class 1M2 5.877% (LIBOR 1 Month + 4.25%), 04/25/2029(g)			228		241,694
Series 2017-C02, Class 2M1 2.777% (LIBOR 1 Month + 1.15%), 09/25/2029(g)			5		5,349
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 3.649% (LIBOR 1 Month + 2.00%), 03/27/2024(g)(h)			144		144,171
					1,802,092
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 2.332%, 05/28/2035			33		31,292
Total Collateralized Mortgage Obligations (cost $1,831,755)					1,833,384
COVERED BONDS – 1.1%
Banco de Sabadell SA 0.875%, 11/12/2021(c)	EUR		100		112,833
Credit Suisse AG/Guernsey 1.75%, 01/15/2021(c)			166		186,703
DNB Boligkreditt AS 3.875%, 06/16/2021(c)			147		171,344
Nationwide Building Society 4.375%, 02/28/2022(c)			150		181,312
Nordea Hypotek AB Series 5534 1.00%, 09/18/2024(c)	SEK		2,100		225,849
Santander UK PLC 1.625%, 11/26/2020(c)	EUR		156		174,794
Skandinaviska Enskilda Banken AB Series 576 1.00%, 12/20/2023(c)	SEK		2,000		214,537
Stadshypotek AB Series 1588 1.50%, 03/01/2024(c)			2,000		218,839

40    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Swedbank Hypotek AB Series 194 1.00%, 09/18/2024(c)	SEK		2,100	$	225,865
UBS AG/London 4.00%, 04/08/2022(c)	EUR		84		101,350
Total Covered Bonds (cost $1,781,884)					1,813,426
ASSET-BACKED SECURITIES – 0.4%
Autos - Fixed Rate – 0.3%
Avis Budget Rental Car Funding AESOP LLC Series 2018-2A, Class C 4.95%, 03/20/2025(c)	U.S.$		120		132,199
Flagship Credit Auto Trust Series 2018-3, Class D 4.15%, 12/16/2024(c)			78		82,464
Hertz Vehicle Financing II LP Series 2019-1A, Class B 4.10%, 03/25/2023(c)			165		171,399
Series 2017-1A, Class A 2.96%, 10/25/2021(c)			140		141,112
					527,174
Other ABS - Fixed Rate – 0.1%
SBA Tower Trust Series 2014-2A, Class C 3.869%, 10/15/2049(c)			85		91,444
SoFi Consumer Loan Program LLC Series 2017-2, Class A 3.28%, 02/25/2026(c)			21		21,101
SoFi Consumer Loan Program Trust Series 2018-1, Class B 3.65%, 02/25/2027(c)			115		118,563
					231,108
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 2.752% (LIBOR 1 Month + 1.13%), 12/25/2032(g)			10		9,840
Total Asset-Backed Securities (cost $731,851)					768,122
QUASI-SOVEREIGNS – 0.3%
Quasi-Sovereign Bonds – 0.3%
China – 0.1%
State Grid Overseas Investment 2016 Ltd. 2.25%, 05/04/2020(c)			200		200,188

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

Company		Principal Amount (000)		U.S. $ Value
Indonesia – 0.1%
Perusahaan Listrik Negara PT 4.125%, 05/15/2027(c)	U.S.$		200	$	214,438
Mexico – 0.1%
Petroleos Mexicanos 6.75%, 09/21/2047			75		71,819
Total Quasi-Sovereigns (cost $483,506)					486,445
LOCAL GOVERNMENTS - PROVINCIAL BONDS – 0.3%
Canada – 0.3%
Province of Ontario Canada 6.50%, 03/08/2029 (cost $461,015)	CAD		445		457,552
LOCAL GOVERNMENTS - REGIONAL BONDS – 0.2%
Sweden – 0.2%
Kommuninvest I Sverige AB Series 2410 1.00%, 10/02/2024(c) (cost $318,551)	SEK		2,890		312,691
LOCAL GOVERNMENTS - US MUNICIPAL BONDS – 0.2%
United States – 0.2%
State of California Series 2010 7.625%, 03/01/2040 (cost $234,975)	U.S.$		165		281,449
GOVERNMENTS - SOVEREIGN BONDS – 0.1%
Saudi Arabia – 0.1%
Saudi Government International Bond 3.75%, 01/21/2055(b)(c) (cost $203,247)			200		202,500
SUPRANATIONALS – 0.1%
Supranational – 0.1%
European Investment Bank 4.75%, 08/07/2024(c) (cost $89,270)	AUD		114		86,779

42    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 10.5%
Investment Companies – 9.4%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(d)(e)(i) (cost $15,674,256)			15,674,256	$	15,674,256
		Principal Amount (000)
Governments – Treasuries – 1.0%
Japan – 1.0%
Japan Treasury Discount Bill Series 876 Zero Coupon, 03/23/2020	JPY		42,000		389,419
Series 887 Zero Coupon, 05/11/2020			148,750		1,379,572
Total Governments – Treasuries (cost $1,710,952)					1,768,991
U.S. Treasury Bills – 0.1%
United States – 0.1%
U.S. Treasury Bill Zero Coupon, 03/17/2020 (cost $225,852)	U.S.$		226		225,861
Total Short-Term Investments (cost $17,611,060)					17,669,108
Total Investments Before Security Lending Collateral for Securities Loaned – 99.0% (cost $162,439,786)					165,616,177
		Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.9%
Investment Companies – 0.9%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(d)(e)(i) (cost $1,578,162)			1,578,162		1,578,162
Total Investments – 99.9% (cost $164,017,948)					167,194,339
Other assets less liabilities – 0.1%					170,083
Net Assets – 100.0%				$	167,364,422

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month	Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Canadian Bond Futures		2	June 2020	$	212,658	$	1,740
10 Yr Mini Japan Government Bond Futures		13	March 2020		18,569,534		236,338
3 Yr Australian Bond Futures		12	March 2020		909,479		6,513
Amsterdam Index Futures		1	March 2020		119,026		(19,843	)
DAX Index Futures		1	March 2020		326,190		(42,270	)
Euro Buxl 30 Yr Bond Futures		7	March 2020		1,698,383		144,168
Euro-BTP Futures		51	March 2020		8,206,500		220,769
Euro-CAC40 10 Futures		5	March 2020		292,905		(42,399	)
Euro-Schatz Futures		4	March 2020		495,960		1,652
FTSE 100 Index Futures		1	March 2020		83,705		(11,925	)
FTSE China A50 Futures		301	March 2020		3,991,260		(95,131	)
FTSE/MIB Index Futures		1	March 2020		121,578		(7,947	)
IBEX 35 Index Futures		1	March 2020		95,970		(14,268	)
Long Gilt Futures		19	June 2020		3,298,459		23,841
Mini MSCI Emerging Market Futures		31	March 2020		1,563,640		(121,605	)
MSCI Singapore Index ETS Futures		11	March 2020		271,703		(14,276	)
OMXS 30 Index Futures		13	March 2020		226,095		(30,238	)
Russell 2000 E-Mini Futures		21	March 2020		1,548,645		(179,728	)
S&P Mid 400 E-Mini Futures		9	March 2020		1,630,980		(186,052	)
U.S. Long Bond (CBT) Futures		1	June 2020		170,250		7,264
U.S. T-Note 2 Yr (CBT) Futures		9	June 2020		1,964,953		18,270
U.S. T-Note 5 Yr (CBT) Futures		75	June 2020		9,206,250		90,092
U.S. T-Note 10 Yr (CBT) Futures		12	June 2020		1,617,000		27,077
U.S. Ultra Bond (CBT) Futures		56	June 2020		11,620,000		631,362
Sold Contracts
10 Yr Australian Bond Futures		20	March 2020		1,950,392		(25,138	)
10 Yr Canadian Bond Futures		23	June 2020		2,445,565		(20,085	)
10 Yr Mini Japan Government Bond Futures		1	March 2020		142,833		(1,089	)
E-Mini Russell 1000 Futures		8	March 2020		654,480		65,235
Euro STOXX 50 Index Futures		17	March 2020		621,944		69,075
Euro-Bund Futures		13	March 2020		2,546,791		(70,832	)
Hang Seng Index Futures		2	March 2020		335,728		6,175
MSCI EAFE Futures		17	March 2020		1,543,600		169,168
S&P 500 E-Mini Futures		95	March 2020		14,017,725		1,112,954
S&P/TSX 60 Index Futures		5	March 2020		723,561		41,625
U.S. T-Note 10 Yr (CBT) Futures		1	June 2020		134,750		(2,250	)
U.S. Ultra 10 Yr (CBT) Futures		3	June 2020		450,656		(12,707	)
						$	1,975,535

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Australia and New Zealand Banking Group Ltd.		USD	205		CNY	1,433		04/16/2020	$	4
Australia and New Zealand Banking Group Ltd.		USD	534		HKD	4,182		05/26/2020		2,627

44    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Australia and New Zealand Banking Group Ltd.		USD	204		THB	6,457		03/19/2020	$	941
Bank of America, NA		COP	265,590		USD	79		03/19/2020		3,915
Bank of America, NA		RUB	127,927		USD	2,009		03/16/2020		101,949
Bank of America, NA		RUB	38,993		USD	615		07/09/2020		42,814
Bank of America, NA		RUB	13,548		USD	202		03/16/2020		(3	)
Bank of America, NA		BRL	3,797		USD	844		03/03/2020		(5,059	)
Bank of America, NA		USD	324		NZD	507		03/19/2020		(6,961	)
Bank of America, NA		USD	103		CNY	726		04/16/2020		504
Bank of America, NA		USD	746		AUD	1,089		03/26/2020		(36,011	)
Bank of America, NA		USD	896		BRL	3,797		03/03/2020		(46,867	)
Bank of America, NA		USD	419		INR	30,171		04/23/2020		(4,326	)
Bank of America, NA		USD	1,971		RUB	122,408		03/16/2020		(146,444	)
Barclays Bank PLC		IDR	1,631,780		USD	118		05/05/2020		6,769
Barclays Bank PLC		KRW	766,596		USD	632		05/14/2020		(7,327	)
Barclays Bank PLC		JPY	148,792		USD	1,331		04/09/2020		(50,785	)
Barclays Bank PLC		CNY	1,377		USD	197		05/21/2020		(318	)
Barclays Bank PLC		MYR	1,334		USD	312		08/13/2020		(3,444	)
Barclays Bank PLC		EUR	1,992		USD	2,219		04/08/2020		15,491
Barclays Bank PLC		AUD	792		USD	530		03/26/2020		13,786
Barclays Bank PLC		EUR	558		USD	612		04/08/2020		(5,149	)
Barclays Bank PLC		MYR	441		USD	104		08/13/2020		142
Barclays Bank PLC		USD	2,286		AUD	3,406		03/26/2020		(66,392	)
Barclays Bank PLC		USD	547		MYR	2,262		08/13/2020		(12,236	)
Barclays Bank PLC		USD	644		CNY	4,516		05/21/2020		1,962
Barclays Bank PLC		USD	313		RUB	20,119		07/09/2020		(18,222	)
Barclays Bank PLC		USD	833		NOK	7,821		03/12/2020		(1,233	)
Barclays Bank PLC		USD	590		ZAR	8,626		04/08/2020		(40,474	)
Barclays Bank PLC		USD	844		TWD	25,509		05/21/2020		8,082
Barclays Bank PLC		USD	426		TWD	12,666		05/21/2020		(2,595	)
Barclays Bank PLC		USD	1,329		INR	95,609		04/23/2020		(16,086	)
Barclays Bank PLC		USD	379		PHP	19,240		03/12/2020		(2,173	)
Barclays Bank PLC		USD	1,951		JPY	213,681		04/09/2020		34,310
Barclays Bank PLC		USD	230		CLP	188,141		03/19/2020		(243	)
Barclays Bank PLC		USD	640		KRW	754,768		05/14/2020		(10,836	)
BNP Paribas SA		CZK	14,770		USD	649		03/26/2020		8,708
BNP Paribas SA		THB	14,085		USD	466		03/19/2020		19,281
BNP Paribas SA		SEK	8,531		USD	889		03/12/2020		386
BNP Paribas SA		AUD	6,467		USD	4,426		03/26/2020		210,615
BNP Paribas SA		CAD	2,159		USD	1,629		03/27/2020		20,392
BNP Paribas SA		NZD	1,056		USD	701		03/19/2020		40,950
BNP Paribas SA		USD	673		GBP	512		03/13/2020		(15,445	)
BNP Paribas SA		USD	670		AUD	1,001		03/26/2020		(17,774	)
BNP Paribas SA		USD	773		NZD	1,172		03/19/2020		(40,255	)
BNP Paribas SA		USD	212		CNY	1,496		04/16/2020		1,824
BNP Paribas SA		USD	854		PLN	3,253		03/26/2020		(24,995	)
BNP Paribas SA		USD	2,762		CAD	3,632		03/27/2020		(56,357	)
BNP Paribas SA		USD	118		IDR	1,633,882		05/05/2020		(7,014	)
Citibank, NA		COP	953,279		USD	279		03/19/2020		8,792
Citibank, NA		CLP	327,669		USD	411		03/19/2020		10,035
Citibank, NA		INR	15,149		USD	209		04/23/2020		1,320
Citibank, NA		BRL	8,131		USD	1,853		04/02/2020		38,067

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    45

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA		BRL	9,023		USD	2,006		03/03/2020	$	(12,020	)
Citibank, NA		MXN	3,844		USD	203		03/06/2020		7,724
Citibank, NA		BRL	3,436		USD	787		03/03/2020		18,819
Citibank, NA		SGD	1,888		USD	1,403		03/19/2020		47,362
Citibank, NA		PLN	1,338		USD	341		03/26/2020		242
Citibank, NA		GBP	871		USD	1,141		03/13/2020		24,557
Citibank, NA		CHF	614		USD	633		03/18/2020		(4,107	)
Citibank, NA		EUR	560		USD	607		04/08/2020		(12,780	)
Citibank, NA		EUR	357		USD	396		04/08/2020		1,453
Citibank, NA		USD	1,207		CHF	1,178		03/18/2020		15,179
Citibank, NA		USD	1,614		EUR	1,480		04/08/2020		22,760
Citibank, NA		USD	695		EUR	627		04/08/2020		(1,938	)
Citibank, NA		USD	2,065		BRL	9,023		03/03/2020		(47,111	)
Citibank, NA		USD	764		BRL	3,436		03/03/2020		4,578
Citibank, NA		USD	192		RUB	12,230		03/16/2020		(9,906	)
Credit Suisse International		CZK	16,096		USD	702		03/26/2020		4,034
Credit Suisse International		SEK	11,071		USD	1,169		03/12/2020		16,037
Credit Suisse International		HKD	8,363		USD	1,066		05/26/2020		(7,285	)
Credit Suisse International		AUD	1,007		USD	673		03/26/2020		16,302
Credit Suisse International		EUR	610		USD	671		04/08/2020		(4,224	)
Credit Suisse International		USD	589		EUR	529		04/08/2020		(4,006	)
Credit Suisse International		USD	1,982		AUD	2,966		03/26/2020		(48,771	)
Credit Suisse International		USD	533		HKD	4,181		05/26/2020		3,150
Credit Suisse International		USD	755		NOK	7,095		03/12/2020		(400	)
Credit Suisse International		USD	897		SEK	8,507		03/12/2020		(11,098	)
Credit Suisse International		USD	1,368		SEK	13,362		03/12/2020		23,232
Credit Suisse International		USD	197		INR	14,093		04/23/2020		(2,939	)
Deutsche Bank AG		PEN	4,005		USD	1,205		03/19/2020		46,717
Deutsche Bank AG		ILS	1,830		USD	530		04/06/2020		1,879
Goldman Sachs Bank USA		HUF	603,357		USD	2,035		03/26/2020		63,744
Goldman Sachs Bank USA		JPY	163,423		USD	1,503		04/09/2020		(15,317	)
Goldman Sachs Bank USA		RUB	19,855		USD	295		03/16/2020		(1,213	)
Goldman Sachs Bank USA		RUB	15,467		USD	238		07/09/2020		10,549
Goldman Sachs Bank USA		RUB	20,178		USD	308		03/16/2020		6,718
Goldman Sachs Bank USA		MYR	3,436		USD	837		08/13/2020		24,678
Goldman Sachs Bank USA		CAD	1,276		USD	961		03/27/2020		9,766
Goldman Sachs Bank USA		GBP	943		USD	1,230		03/13/2020		20,967
Goldman Sachs Bank USA		USD	839		EUR	759		04/08/2020		1,140
Goldman Sachs Bank USA		USD	216		MYR	893		08/13/2020		(4,395	)
Goldman Sachs Bank USA		USD	919		BRL	4,145		04/02/2020		5,918
Goldman Sachs Bank USA		USD	292		RUB	18,666		07/09/2020		(17,625	)
Goldman Sachs Bank USA		USD	700		SEK	6,534		03/12/2020		(19,588	)
Goldman Sachs Bank USA		USD	235		TWD	7,030		05/21/2020		27
Goldman Sachs Bank USA		USD	369		RUB	23,208		03/16/2020		(23,067	)
Goldman Sachs Bank USA		USD	895		JPY	99,291		04/09/2020		26,914
HSBC Bank USA		NOK	14,785		USD	1,681		03/12/2020		109,839
HSBC Bank USA		HKD	12,446		USD	1,599		07/27/2020		1,971
HSBC Bank USA		CNY	8,194		USD	1,170		05/21/2020		(1,141	)
HSBC Bank USA		CNY	8,372		USD	1,198		04/16/2020		(419	)
HSBC Bank USA		CHF	684		USD	707		03/18/2020		(2,085	)
HSBC Bank USA		USD	586		CAD	764		03/27/2020		(15,995	)
HSBC Bank USA		USD	287		TRY	1,810		03/30/2020		(699	)

46    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
HSBC Bank USA		USD	1,632		NZD	2,468		03/19/2020	$	(88,886	)
JPMorgan Chase Bank, NA		IDR	4,601,663		USD	320		05/05/2020		6,298
JPMorgan Chase Bank, NA		JPY	719,912		USD	6,622		04/09/2020		(66,113	)
JPMorgan Chase Bank, NA		KRW	411,113		USD	349		05/14/2020		5,932
JPMorgan Chase Bank, NA		SEK	14,458		USD	1,505		03/12/2020		(340	)
JPMorgan Chase Bank, NA		PHP	12,882		USD	251		03/12/2020		(821	)
JPMorgan Chase Bank, NA		GBP	1,696		USD	2,229		03/13/2020		54,110
JPMorgan Chase Bank, NA		USD	1,748		CHF	1,686		03/18/2020		1,836
JPMorgan Chase Bank, NA		USD	1,308		EUR	1,174		04/08/2020		(9,253	)
JPMorgan Chase Bank, NA		USD	676		SEK	6,498		03/12/2020		736
JPMorgan Chase Bank, NA		USD	1,168		CNY	8,194		05/21/2020		3,560
JPMorgan Chase Bank, NA		USD	1,678		MXN	32,014		03/06/2020		(52,344	)
JPMorgan Chase Bank, NA		USD	1,544		SEK	14,458		03/12/2020		(38,542	)
JPMorgan Chase Bank, NA		USD	830		HUF	252,702		03/26/2020		(4,721	)
JPMorgan Chase Bank, NA		USD	81		COP	265,590		03/19/2020		(6,019	)
Morgan Stanley Capital Services, Inc.		CLP	1,206,319		USD	1,582		03/19/2020		107,362
Morgan Stanley Capital Services, Inc.		KRW	43,101		USD	36		05/14/2020		446
Morgan Stanley Capital Services, Inc.		NOK	18,913		USD	2,148		03/12/2020		138,026
Morgan Stanley Capital Services, Inc.		BRL	9,384		USD	2,228		03/03/2020		129,668
Morgan Stanley Capital Services, Inc.		USD	425		MYR	1,761		08/13/2020		(8,345	)
Morgan Stanley Capital Services, Inc.		USD	1,213		TRY	7,304		03/30/2020		(56,675	)
Morgan Stanley Capital Services, Inc.		USD	2,086		BRL	9,384		03/03/2020		12,501
Morgan Stanley Capital Services, Inc.		USD	990		CLP	763,764		03/19/2020		(56,624	)
Morgan Stanley Capital Services, Inc.		USD	442		KRW	523,432		05/14/2020		(5,418	)
Morgan Stanley Capital Services, Inc.		USD	608		IDR	8,483,210		05/05/2020		(28,948	)
Natwest Markets PLC		COP	1,442,249		USD	423		03/19/2020		13,094
Natwest Markets PLC		CLP	656,774		USD	842		03/19/2020		38,592
Natwest Markets PLC		INR	15,228		USD	213		04/23/2020		3,751
Natwest Markets PLC		MYR	1,097		USD	264		08/13/2020		4,253
Natwest Markets PLC		CAD	700		USD	533		03/27/2020		10,927
Natwest Markets PLC		USD	319		PEN	1,079		03/19/2020		(6,759	)
Natwest Markets PLC		USD	330		TWD	9,698		11/10/2020		(2,467	)
Natwest Markets PLC		USD	531		CLP	412,891		03/19/2020		(25,771	)
Standard Chartered Bank		JPY	248,287		USD	2,271		04/09/2020		(35,549	)
Standard Chartered Bank		INR	14,950		USD	207		04/23/2020		2,033
Standard Chartered Bank		EUR	927		USD	1,039		04/08/2020		13,342
State Street Bank & Trust Co.		HUF	99,319		USD	318		03/26/2020		(6,864	)
State Street Bank & Trust Co.		JPY	318,629		USD	2,913		04/09/2020		(46,972	)
State Street Bank & Trust Co.		JPY	14,129		USD	131		03/16/2020		(555	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    47

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		ZAR	7,159		USD	456		04/08/2020	$	(602	)
State Street Bank & Trust Co.		MXN	13,542		USD	709		03/06/2020		21,123
State Street Bank & Trust Co.		THB	26,198		USD	842		03/19/2020		11,260
State Street Bank & Trust Co.		CZK	4,842		USD	211		03/26/2020		1,096
State Street Bank & Trust Co.		SEK	10,538		USD	1,092		03/12/2020		(5,487	)
State Street Bank & Trust Co.		NOK	18,308		USD	2,013		03/12/2020		67,280
State Street Bank & Trust Co.		ZAR	9,326		USD	627		04/08/2020		31,913
State Street Bank & Trust Co.		TRY	3,840		USD	633		03/30/2020		25,574
State Street Bank & Trust Co.		SEK	9,454		USD	999		03/12/2020		14,667
State Street Bank & Trust Co.		EUR	4,088		USD	4,566		04/08/2020		43,363
State Street Bank & Trust Co.		PLN	1,714		USD	435		03/26/2020		(2,503	)
State Street Bank & Trust Co.		ILS	1,818		USD	530		04/06/2020		5,289
State Street Bank & Trust Co.		NZD	3,659		USD	2,349		03/19/2020		61,116
State Street Bank & Trust Co.		AUD	1,793		USD	1,193		03/26/2020		24,114
State Street Bank & Trust Co.		CAD	1,054		USD	798		03/16/2020		13,010
State Street Bank & Trust Co.		CHF	2,809		USD	2,898		03/18/2020		(16,873	)
State Street Bank & Trust Co.		CAD	3,387		USD	2,555		03/27/2020		31,089
State Street Bank & Trust Co.		SGD	580		USD	424		03/19/2020		6,820
State Street Bank & Trust Co.		EUR	1,677		USD	1,837		04/08/2020		(17,756	)
State Street Bank & Trust Co.		GBP	1,922		USD	2,510		03/13/2020		44,528
State Street Bank & Trust Co.		CHF	612		USD	631		03/12/2020		(3,366	)
State Street Bank & Trust Co.		EUR	426		USD	475		03/16/2020		4,587
State Street Bank & Trust Co.		GBP	252		USD	332		03/16/2020		8,757
State Street Bank & Trust Co.		EUR	234		USD	255		03/30/2020		(4,366	)
State Street Bank & Trust Co.		EUR	191		USD	211		03/13/2020		234
State Street Bank & Trust Co.		EUR	95		USD	103		03/13/2020		(1,771	)
State Street Bank & Trust Co.		EUR	73		USD	81		06/15/2020		(484	)
State Street Bank & Trust Co.		CAD	74		USD	55		06/15/2020		562
State Street Bank & Trust Co.		CAD	42		USD	31		06/15/2020		(79	)
State Street Bank & Trust Co.		USD	1,413		CHF	1,371		03/18/2020		10,964
State Street Bank & Trust Co.		USD	36		EUR	33		03/16/2020		50
State Street Bank & Trust Co.		USD	112		CAD	148		03/16/2020		(2,056	)
State Street Bank & Trust Co.		USD	1,896		EUR	1,732		04/08/2020		20,084
State Street Bank & Trust Co.		USD	214		ZAR	3,161		04/08/2020		(12,112	)
State Street Bank & Trust Co.		USD	2,138		CAD	2,839		03/27/2020		(22,808	)
State Street Bank & Trust Co.		USD	1,888		GBP	1,444		03/13/2020		(35,357	)
State Street Bank & Trust Co.		GBP	402		EUR	470		03/13/2020		3,594
State Street Bank & Trust Co.		USD	3,516		EUR	3,146		04/08/2020		(37,153	)
State Street Bank & Trust Co.		USD	685		CHF	658		03/18/2020		(2,160	)
State Street Bank & Trust Co.		CHF	205		NOK	1,943		03/12/2020		(5,780	)
State Street Bank & Trust Co.		USD	333		GBP	252		03/16/2020		(8,768	)
State Street Bank & Trust Co.		USD	1,185		SGD	1,640		03/19/2020		(8,053	)
State Street Bank & Trust Co.		USD	1,688		AUD	2,501		03/26/2020		(57,546	)
State Street Bank & Trust Co.		USD	2,202		NZD	3,363		03/19/2020		(100,523	)
State Street Bank & Trust Co.		USD	1,064		ILS	3,648		04/06/2020		(10,306	)
State Street Bank & Trust Co.		USD	469		CHF	457		03/12/2020		4,730
State Street Bank & Trust Co.		USD	3,468		NOK	31,256		03/12/2020		(146,272	)
State Street Bank & Trust Co.		USD	522		TRY	3,143		03/30/2020		(24,063	)
State Street Bank & Trust Co.		USD	352		PLN	1,338		03/26/2020		(10,364	)
State Street Bank & Trust Co.		NOK	3,425		CHF	360		03/12/2020		9,696
State Street Bank & Trust Co.		USD	1,033		SEK	9,773		03/12/2020		(15,113	)
State Street Bank & Trust Co.		USD	105		MXN	1,991		03/06/2020		(4,348	)

48    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		USD	698		SEK	6,728		03/12/2020	$	2,189
State Street Bank & Trust Co.		USD	106		THB	3,272		03/19/2020		(1,929	)
State Street Bank & Trust Co.		CZK	3,550		EUR	139		03/26/2020		(350	)
State Street Bank & Trust Co.		USD	152		CZK	3,550		03/26/2020		1,749
State Street Bank & Trust Co.		USD	585		CNY	4,096		04/16/2020		1,436
State Street Bank & Trust Co.		USD	1,576		CZK	35,714		03/26/2020		(26,423	)
State Street Bank & Trust Co.		USD	317		THB	10,020		03/19/2020		720
State Street Bank & Trust Co.		USD	1,529		JPY	167,069		04/09/2020		23,461
State Street Bank & Trust Co.		USD	390		JPY	42,009		03/16/2020		(268	)
State Street Bank & Trust Co.		USD	697		HUF	214,992		03/26/2020		5,038
UBS AG		PHP	60,793		USD	1,194		03/12/2020		3,695
UBS AG		EUR	12,263		USD	13,716		04/08/2020		148,694
UBS AG		TWD	9,698		USD	330		11/10/2020		2,880
UBS AG		TRY	1,568		EUR	234		03/30/2020		10,833
									$	296,406

CURRENCY OPTIONS WRITTEN (see Note D)

Description/ Counterparty	Exercise Price			Expiration Month		Contracts		Notional Amount (000)		Premiums Received		U.S. $ Value
Put
RUB vs. USD/ Bank of America, NA(j)		RUB	67.350		07/2020		179,218,350	RUB	179,218	$	23,294	$	(94,158	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		(5.00	)%		Quarterly		3.85	%	USD	4,950	$	(287,923	)	$	(244,393	)	$	(43,530	)
iTraxx—Australia Series 32, 5 Year Index, 12/20/2024*		(1.00	)		Quarterly		0.67		USD	1,200		(20,550	)		(18,711	)		(1,839	)
Sale Contracts
CDX-NAIG Series 28, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.40		USD	15,360		240,206			143,062			97,144

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    49

PORTFOLIO OF INVESTMENTS (continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CDX-NAIG Series 33, 5 Year Index, 12/20/2024*		1.00	%		Quarterly		0.68	%	USD	280	$	4,692	$	5,023		$	(331	)
iTraxxx Europe Series 27, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.33		EUR	6,710		130,291		83,506			46,785
iTraxxx Europe Series 29, 5 Year Index, 06/20/2023*		1.00			Quarterly		0.47		EUR	240		5,233		4,249			984
											$	71,949	$	(27,264	)	$	99,213

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
USD	1,800		05/24/2021	2.288%	3 Month LIBOR	Semi-Annual/ Quarterly	$	(37,018	)	$	– 0	–	$	(37,018	)
USD	1,310		11/01/2021	3 Month LIBOR	1.646%	Quarterly/ Semi-Annual		19,342			– 0	–		19,342
USD	850		12/06/2021	3 Month LIBOR	1.602%	Quarterly/ Semi-Annual		8,677			– 0	–		8,677
USD	480		01/13/2022	3 Month LIBOR	1.650%	Quarterly/ Semi-Annual		5,817			– 0	–		5,817
USD	2,180		02/07/2022	3 Month LIBOR	1.501%	Quarterly/ Semi-Annual		21,622			– 0	–		21,622
NZD	2,460		11/19/2022	3 Month BKBM	1.185%	Quarterly/ Semi-Annual		20,418			– 0	–		20,418
NZD	2,460		11/19/2022	1.185%	3 Month BKBM	Semi-Annual/ Quarterly		(20,222	)		(10,076	)		(10,146	)
CAD	1,960		05/22/2024	3 Month CDOR	1.980%	Semi-Annual/ Semi-Annual		35,021			1			35,020
USD	740		05/24/2024	2.200%	3 Month LIBOR	Semi-Annual/ Quarterly		(43,281	)		– 0	–		(43,281	)
CNY	9,850		11/22/2024	China 7-Day Reverse Repo Rate	2.855%	Quarterly/ Quarterly		29,866			– 0	–		29,866

50    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CNY	2,800		01/06/2025	China 7-Day Reverse Repo Rate	2.983%	Quarterly/ Quarterly	$	11,201		$	–0	–	$	11,201
CAD	5,140		01/14/2025	3 Month CDOR	1.950%	Semi-Annual/ Semi-Annual		98,505			11			98,494
CNY	670		02/04/2025	China 7-Day Reverse Repo Rate	2.605%	Quarterly/ Quarterly		965			– 0	–		965
CNY	6,550		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly/ Quarterly		6,776			– 0	–		6,776
CNY	19,495		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly/ Quarterly		26,804			– 0	–		26,804
CNY	19,785		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly/ Quarterly		30,183			– 0	–		30,183
USD	250		11/01/2029	1.728%	3 Month LIBOR	Semi-Annual/ Quarterly		(15,818	)		– 0	–		(15,818	)
NOK	1,480		11/04/2029	6 Month NIBOR	1.861%	Semi-Annual/ Annual		4,712			– 0	–		4,712
NOK	1,480		11/04/2029	1.861	6 Month NIBOR	Annual/ Semi-Annual		(4,718	)		(4,086	)		(632	)
CHF	820		11/04/2029	6 Month LIBOR	(0.235)%	Semi-Annual/ Annual		29,290			– 0	–		29,290
USD	170		12/06/2029	1.718%	3 Month LIBOR	Semi-Annual/ Quarterly		(9,853	)		– 0	–		(9,853	)
NOK	6,950		12/17/2029	6 Month NIBOR	2.001%	Semi-Annual/ Annual		31,830			– 0	–		31,830
NZD	1,820		12/17/2029	1.730%	3 Month BKBM	Semi-Annual/ Quarterly		(61,638	)		(61,542	)		(96	)
NZD	1,820		12/17/2029	3 Month BKBM	1.730%	Quarterly/Semi-Annual		61,725			– 0	–		61,725
NOK	1,230		12/17/2029	2.001%	6 Month NIBOR	Annual/ Semi-Annual		(5,626	)		(5,040	)		(586	)
NZD	1,830		12/24/2029	3 Month BKBM	1.780%	Quarterly/Semi-Annual		67,265			– 0	–		67,265
NZD	790		12/24/2029	1.780%	3 Month BKBM	Semi-Annual/ Quarterly		(29,000	)		(29,010	)		10
SEK	12,180		01/09/2030	3 Month STIBOR	0.613%	Quarterly/Annual		44,746			– 0	–		44,746
SEK	10,580		01/09/2030	0.613%	3 Month STIBOR	Annual/Quarterly		(38,811	)		(36,959	)		(1,852	)
USD	100		01/13/2030	1.820%	3 Month LIBOR	Semi-Annual/ Quarterly		(6,814	)		– 0	–		(6,814	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    51

PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
SEK	20,100		02/03/2030	3 Month STIBOR	0.459%	Quarterly/Annual	$	41,167		$	– 0	–	$	41,167
NOK	3,840		02/03/2030	6 Month NIBOR	1.753%	Semi-Annual/ Annual		8,422			– 0	–		8,422
NZD	970		02/03/2030	3 Month BKBM	1.405%	Quarterly/Semi-Annual		13,536			– 0	–		13,536
CHF	720		02/03/2030	6 Month LIBOR	(0.368)%	Semi-Annual/ Annual		13,705			(2	)		13,707
USD	440		02/07/2030	1.615%	3 Month LIBOR	Semi-Annual/ Quarterly		(21,443	)		– 0	–		(21,443	)
CHF	170		02/07/2030	6 Month LIBOR	(0.332)%	Semi-Annual/ Annual		3,913			1			3,912
USD	1,010		09/10/2048	2.980%	3 Month LIBOR	Semi-Annual/ Quarterly		(431,808	)		– 0	–		(431,808	)
CAD	1,090		01/14/2050	2.210%	3 Month CDOR	Semi-Annual/ Semi-Annual		(108,774	)		4			(108,778	)
							$	(199,316	)	$	(146,698	)	$	(52,618	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)			Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00	%		Monthly		1.96	%		USD	300	$	533	$	(5,646	)	$	6,179
Deutsche Bank AG
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00			Monthly		1.96			USD	370		657		(15,055	)		15,712
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00			Monthly		1.96			USD	53		94		(497	)		591
Goldman Sachs International
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00			Monthly		1.96			USD	55		98		(331	)		429
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00			Monthly		1.96			USD	111		197		(626	)		823
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00			Monthly		1.96			USD	56		100		(399	)		499

52    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)			Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co. International PLC
CDX-CMBX.NA.A Series 6, 05/11/2063*		2.00	%		Monthly		1.96	%		USD	6	$	11	$	(111	)	$	122
												$	1,690	$	(22,665	)	$	24,355

* 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			Payment Frequency Paid/ Received		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		USD	22,200		07/18/2022		1.937	%		CPI	#		Maturity	$	(220,204	)	$	– 0	–	$	(220,204	)
Goldman Sachs Interna- tional		USD	1,230		01/18/2023		2.206	%		CPI	#		Maturity		(36,293	)		– 0	–		(36,293	)
														$	(256,497	)	$	– 0	–	$	(256,497	)

# 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

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Receive Total Return on Reference Obligation

Bank of America, NA

MLABVG1(1)

0.90%

Quarterly

USD

5,871

11/16/2020

$

70,872

Citibank, NA

CGABROEA

3 Month LIBOR Plus 0.20%

Quarterly

USD

221

02/16/2021

(31,238

)

CGABROEA

3 Month LIBOR Plus 0.20%

Quarterly

USD

483

02/16/2021

(68,259

)

Goldman Sachs & Co.

Mellanox Technologies Ltd.

LIBOR Plus 0.35%

Annual

USD

36

01/05/2021

1,653

Mellanox Technologies Ltd.

LIBOR Plus 0.35%

Annual

USD

27

01/05/2021

1,378

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    53

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Goldman Sachs International

Mellanox Technologies Ltd.

LIBOR Plus 0.35%

Monthly

USD

327

01/05/2021

$

13,586

JPMorgan Chase Bank, NA

JPQABEUV

3 Month EURIBOR Minus 0.05%

Quarterly

EUR

70

03/16/2020

(9,289

)

JPQABEUV

3 Month EURIBOR Minus 0.05%

Quarterly

EUR

73

03/16/2020

(9,692

)

JPQABEUV

3 Month EURIBOR Minus 0.05%

Quarterly

EUR

95

03/16/2020

(12,867

)

Sophos Group PLC

12 Month LIBOR Plus 0.50%

Annual

USD

194

08/14/2020

2,187

Sophos Group PLC

12 Month LIBOR Plus 0.50%

Annual

USD

41

08/14/2020

417

Morgan Stanley Capital Services LLC

Sophos Group PLC

LIBOR Plus 0.35%

Monthly

USD

29

01/05/2021

274

Pay Total Return on Reference Obligation

Barclays Bank PLC

LEGATRUH

LIBOR Minus 0.001%

Quarterly

USD

1,412

04/15/2020

(5,429

)

Credit Suisse International

CSUSABCD

3 Month LIBOR

Quarterly

USD

235

09/15/2020

23,194

Goldman Sachs & Co.

Charles Schwab Corp. (The)

LIBOR Minus 0.30%

Monthly

USD

177

01/05/2021

35,524

Charles Schwab Corp. (The)

LIBOR Minus 0.30%

Monthly

USD

165

01/05/2021

35,092

First Horizon National Corp.

LIBOR Minus 0.28%

Monthly

USD

57

01/05/2021

14,100

First Horizon National Corp.

LIBOR Minus 0.29%

Monthly

USD

4

01/05/2021

868

First Horizon National Corp.

LIBOR Minus 0.29%

Monthly

USD

38

01/05/2021

9,914

First Horizon National Corp.

LIBOR Minus 0.29%

Monthly

USD

91

01/05/2021

21,262

First Horizon National Corp.

LIBOR Minus 0.29%

Monthly

USD

68

01/05/2021

16,244

First Horizon National Corp.

LIBOR Minus 0.30%

Monthly

USD

4

01/05/2021

861

First Horizon National Corp.

LIBOR Minus 0.30%

Monthly

USD

10

01/05/2021

90

54    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

First Horizon National Corp.

LIBOR Minus 0.30%

Monthly

USD

– 0

–

01/05/2021

$

49

First Horizon National Corp.

LIBOR Minus 0.31%

Monthly

USD

48

01/05/2021

11,536

First Horizon National Corp.

LIBOR Minus 1.54%

Monthly

USD

13

01/05/2021

3,369

United Bankshares, Inc./WV

LIBOR Minus 0.28%

Monthly

USD

37

01/05/2021

12,761

United Bankshares, Inc./WV

LIBOR Minus 0.29%

Monthly

USD

8

01/05/2021

2,669

United Bankshares, Inc./WV

LIBOR Minus 0.29%

Monthly

USD

56

01/05/2021

18,662

United Bankshares, Inc./WV

LIBOR Minus 0.29%

Monthly

USD

43

01/05/2021

14,849

United Bankshares, Inc./WV

LIBOR Minus 0.30%

Monthly

USD

18

01/05/2021

3,770

United Bankshares, Inc./WV

LIBOR Minus 1.54%

Monthly

USD

39

01/05/2021

13,235

United Bankshares, Inc./WV

LIBOR Minus 1.54%

Monthly

USD

28

01/05/2021

10,150

JPMorgan Chase Bank, NA

Borgwarner, Inc.

LIBOR Minus 0.30%

Monthly

USD

– 0

–

08/14/2020

18

Borgwarner, Inc.

LIBOR Minus 0.30%

Monthly

USD

– 0

–

08/14/2020

13

Borgwarner, Inc.

LIBOR Minus 0.30%

Monthly

USD

69

08/14/2020

6,818

Borgwarner, Inc.

LIBOR Minus 0.31%

Monthly

USD

123

08/14/2020

16,813

Independent Bank Group, Inc.

12 Month LIBOR Minus 0.30%

Annual

USD

125

08/14/2020

17,536

Morgan Stanley

LIBOR Minus 0.30%

Monthly

USD

237

08/14/2020

48,476

Morgan Stanley

LIBOR Minus 0.30%

Monthly

USD

60

08/14/2020

6,675

Peugeot SA

EURIBOR Minus 0.20%

Monthly

EUR

60

08/14/2020

6,451

Peugeot SA

EURIBOR Minus 0.20%

Monthly

EUR

62

08/14/2020

5,753

South State Corp.

LIBOR Minus 0.31%

Monthly

USD

41

08/14/2020

7,964

South State Corp.

LIBOR Minus 0.31%

Monthly

USD

7

08/14/2020

1,076

South State Corp.

LIBOR Minus 0.31%

Monthly

USD

– 0

–

08/14/2020

55

Worldline SA/France

EURIBOR Minus 0.20%

Monthly

EUR

119

08/14/2020

641

Xperi Corp.

LIBOR Minus 0.30%

Monthly

USD

20

08/14/2020

2,760

Xperi Corp.

LIBOR Minus 0.30%

Monthly

USD

– 0

–

08/14/2020

33

Xperi Corp.

LIBOR Minus 0.30%

Monthly

USD

49

08/14/2020

(1,627

)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    55

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Morgan Stanley Capital Services LLC

AbbVie, Inc.

LIBOR Minus 2.36%

Annual

USD

62

01/27/2021

$

(5,249

)

AbbVie, Inc.

LIBOR Minus 2.36%

Annual

USD

43

01/27/2021

(3,634

)

AbbVie, Inc.

LIBOR Minus 2.37%

Annual

USD

28

01/27/2021

(2,339

)

AbbVie, Inc.

LIBOR Minus 2.40%

Annual

USD

22

01/27/2021

(1,875

)

Eldorado Resorts, Inc.

LIBOR Minus 0.58%

Monthly

USD

7

01/27/2021

(350

)

Eldorado Resorts Inc

LIBOR Plus 0.30%

Annual

USD

139

01/27/2021

(12,688

)

Flutter Entertainment PLC

LIBOR Minus 0.875%

Monthly

GBP

51

01/27/2021

(3,156

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

8

01/27/2021

381

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

78

01/27/2021

(2,335

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

31

01/27/2021

(2,385

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

27

01/27/2021

(2,760

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

36

01/27/2021

(3,092

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

40

01/27/2021

(3,597

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

38

01/27/2021

(3,943

)

Flutter Entertainment PLC

LIBOR Minus 0.30%

Monthly

GBP

67

01/27/2021

(6,455

)

MSABHOWN

3 Month LIBOR Minus 0.60%

Quarterly

USD

217

02/16/2021

31,021

MSABHOWN

LIBOR Minus 0.30%

Quarterly

USD

166

02/16/2021

1,242

Swiss Marketing Index Future

0.00%

Monthly

CHF

442

03/25/2020

34,083

Swiss Marketing Index Future

0.00%

Monthly

CHF

112

03/25/2020

9,677

T-Mobile US, Inc.

LIBOR Minus 0.29%

Monthly

USD

9

01/27/2021

(677

)

T-Mobile US, Inc.

LIBOR Minus 0.29%

Monthly

USD

45

01/27/2021

(2,709

)

$

340,407

56    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

VARIANCE SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)			Market Value			Upfront Premiums (Paid) Received			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC
JPY/USD 05/27/2020*		5.88	%		Maturity		USD	93	$	31,547		$	– 0	–	$	31,547
Goldman Sachs International
FTSE 100 Index 03/20/2020*		14.45			Maturity		GBP	79		408,365			– 0	–		408,365
UBS AG
FTSE 100 Index 05/15/2020*		14.95			Maturity		GBP	89		296,816			– 0	–		296,816
Nikkei 225 Index 05/8/2020*		18.53			Maturity		JPY	15,632		398,636			– 0	–		398,636
S&P/ASX 200 Index 05/21/2020*		13.63			Maturity		AUD	140		107,972			– 0	–		107,972
Sale Contracts
Barclays Bank PLC
S&P 500 Index 05/15/2020*		24.40			Maturity		USD	785		(861,706	)		– 0	–		(861,706	)
Citibank, NA
NASDAQ 100 Stock Index 03/20/2020*		22.20			Maturity		USD	166		(702,583	)		– 0	–		(702,583	)
UBS AG
FTSE 100 Index 03/20/2020*		11.05			Maturity		GBP	61		(591,243	)		– 0	–		(591,243	)
Nikkei 225 Index 03/13/2020*		18.00			Maturity		JPY	6,353		(397,181	)		– 0	–		(397,181	)
Russell 2000 Index 03/20/2020*		19.00			Maturity		USD	37		(206,899	)		– 0	–		(206,899	)
S&P 500 Index 03/20/2020*		17.65			Maturity		USD	34		(222,967	)		– 0	–		(222,967	)
									$	1,739,243	)	$	– 0	–	$	(1,739,243	)

* Termination date

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 29, 2020, the aggregate market value of these securities amounted to $19,568,813 or 11.7% of net assets.

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

(e) Affiliated investments.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    57

PORTFOLIO OF INVESTMENTS (continued)

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

(g) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 29, 2020.

(h) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.09% of net assets as of February 29, 2020, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 3.649%, 03/27/2024		03/21/2019	$	144,445	$	144,171		0.09	%

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

(j) One contract relates to 1 share.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

HUF – Hungarian Forint

IDR – Indonesian Rupiah

ILS – Israeli Shekel

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

THB – Thailand Baht

TRY – Turkish Lira

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

58    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ARMs – Adjustable Rate Mortgages

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

BTP – Buoni del Tesoro Poliennali

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

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

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

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

CLO – Collateralized Loan Obligations

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

DAX – Deutscher Aktien Index (German Stock Index)

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

ETS – Emission Trading Scheme

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

IBEX – International Business Exchange

LIBOR – London Interbank Offered Rates

MIB – Milano Italia Borsa

MSCI – Morgan Stanley Capital International

NIBOR – Norwegian Interbank Offered Rate

OAT – Obligations Assimilables du Trésor

OMXS – Stockholm Stock Exchange

PJSC – Public Joint Stock Company

SPDR – Standard & Poor’s Depository Receipt

STIBOR – Stockholm Interbank Offered Rate

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

TSX – Toronto Stock Exchange

(1) The following table represents the (long/(short)) basket holdings underlying the total return swap with MLABVG1 as of February 29, 2020.

Security Description	Shares			Current Notional			Percent of Basket’s Value
Russell 2000 Growth Total Return Index		(889	)	$	(6,317,028	)		(107.6	)%
Russell 2000 Value Total Return Index		541			5,711,318			97.3	%

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    59

STATEMENT OF ASSETS & LIABILITIES

February 29, 2020 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $106,521,854)	$	112,916,124	(a)
Affiliated issuers (cost $57,496,094—including investment of cash collateral for securities loaned of $1,578,162)		54,278,215
Cash		33,736
Cash collateral due from broker		3,912,869
Foreign currencies, at value (cost $1,742,155)		1,761,024
Receivable for investment securities sold and foreign currency transactions		2,390,922
Unrealized appreciation on forward currency exchange contracts		2,342,584
Unrealized appreciation on variance swaps		1,243,336
Unrealized appreciation on total return swaps		536,052
Unaffiliated interest and dividends receivable		384,815
Receivable for newly entered credit default swaps		294,580
Receivable for variation margin on futures		257,242
Receivable for newly entered centrally cleared interest rate swaps		153,529
Affiliated dividends receivable		105,082
Receivable for shares of beneficial interest sold		39,830
Market value on credit default swaps (net premiums received $22,665)		1,690
Other assets		8,697
Total assets		180,660,327
Liabilities
Options written, at value (premiums received $23,294)		94,158
Payable for investment securities purchased and foreign currency transactions		4,842,377
Unrealized depreciation on variance swaps		2,982,579
Unrealized depreciation on forward currency exchange contracts		2,046,178
Payable for collateral received on securities loaned		1,578,162
Payable for shares of beneficial interest redeemed		554,519
Payable for variation margin on centrally cleared swaps		488,233
Unrealized depreciation on inflation swaps		256,497
Unrealized depreciation on total return swaps		195,645
Advisory fee payable		53,994
Distribution fee payable		41,364
Payable for terminated total return swaps		21,355
Transfer Agent fee payable		10,741
Trustees’ fees payable		5,674
Accrued expenses and other liabilities		124,429
Total liabilities		13,295,905
Net Assets	$	167,364,422
Composition of Net Assets
Shares of beneficial interest, at par	$	138
Additional paid-in capital		161,754,727
Distributable earnings		5,609,557
	$	167,364,422

(a) Includes securities on loan with a value of $3,782,114 (see Note E).

See notes to financial statements.

60    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF ASSETS & LIABILITIES (continued)

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	137,664,464		11,317,084	$	12.16	*
C	$	13,766,055		1,132,177	$	12.16
Advisor	$	6,187,567		506,624	$	12.21
R	$	3,953,044		324,399	$	12.19
K	$	5,760,027		474,270	$	12.15
I	$	33,265		2,694	$	12.35

* The maximum offering price per share for Class A shares was $12.70 which reflects a sales charge of 4.25%.

See notes to financial statements.

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STATEMENT OF OPERATIONS

Six Months Ended February 29, 2020 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $18,699)	$	876,817
Affiliated issuers		1,164,888
Interest (net of foreign taxes withheld of $1,170)		500,883
Securities lending income		18,652		$	2,561,240
Expenses
Advisory fee (see Note B)		485,430
Distribution fee—Class A		180,637
Distribution fee—Class B		1,262
Distribution fee—Class C		74,321
Distribution fee—Class R		11,177
Distribution fee—Class K		7,369
Transfer agency—Class A		76,116
Transfer agency—Class B		172
Transfer agency—Class C		8,085
Transfer agency—Advisor Class		3,419
Transfer agency—Class R		5,812
Transfer agency—Class K		5,895
Transfer agency—Class I		20
Custodian		141,391
Registration fees		47,457
Audit and tax		40,897
Printing		24,409
Legal		20,620
Trustees’ fees		11,671
Miscellaneous		20,547
Total expenses		1,166,707
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(133,154	)
Net expenses					1,033,553
Net investment income					1,527,687

See notes to financial statements.

62    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF OPERATIONS (continued)

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios	$	(164,561	)
Investment transactions(a)		3,939,755
Forward currency exchange contracts		443,464
Futures		(1,579,027	)
Options written		89,566
Swaps		(150,196	)
Foreign currency transactions		(98,859	)
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios		(1,293,888	)
Investments(b)		(2,240,459	)
Forward currency exchange contracts		(101,597	)
Futures		2,005,514
Options written		(100,440	)
Swaps		(1,956,523	)
Foreign currency denominated assets and liabilities		36,341
Net loss on investment and foreign currency transactions		(1,170,910	)
Net Increase in Net Assets from Operations	$	356,777

(a) Net of foreign capital gains taxes of $1,610.

(b) Net of decrease in accrued foreign capital gains taxes of $763.

See notes to financial statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,527,687		$	2,293,120
Net realized gain on investment transactions		2,480,142			3,810,773
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(3,651,052	)		1,152,890
Contributions from Affiliates (see Note B)		– 0	–		345
Net increase in net assets from operations		356,777			7,257,128
Distributions to Shareholders
Class A		(4,906,979	)		(1,166,247	)
Class C		(380,447	)		– 0	–
Advisor Class		(234,606	)		(74,105	)
Class R		(135,975	)		(15,968	)
Class K		(192,175	)		(44,322	)
Class I		(1,234	)		(105	)
Transactions in Shares of Beneficial Interest
Net decrease		(4,761,438	)		(31,348,509	)
Total decrease		(10,256,077	)		(25,392,128	)
Net Assets
Beginning of period		177,620,499			203,012,627
End of period	$	167,364,422		$	177,620,499

See notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Conservative Wealth Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A 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, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I 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 management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this

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NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

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

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NOTES TO FINANCIAL STATEMENTS (continued)

other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

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

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

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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 Fund’s investments by the above fair value hierarchy levels as of February 29, 2020:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	12,203,363		$	1,606,426		$	– 0	–	$	13,809,789
Financials		6,699,632			3,146,232			– 0	–		9,845,864
Consumer Discretionary		7,752,803			2,032,786			– 0	–		9,785,589
Health Care		7,059,220			1,879,344			– 0	–		8,938,564
Industrials		4,499,266			1,920,282			– 0	–		6,419,548
Communication Services		3,198,416			1,858,008			– 0	–		5,056,424
Consumer Staples		1,900,042			1,624,526			– 0	–		3,524,568
Materials		1,742,674			521,054			– 0	–		2,263,728
Energy		834,394			538,652			– 0	–		1,373,046
Real Estate		752,619			386,985			– 0	–		1,139,604
Utilities		260,132			634,147			– 0	–		894,279
Investment Companies		40,755,490			– 0	–		– 0	–		40,755,490
Governments – Treasuries		– 0	–		11,870,884			– 0	–		11,870,884
Corporates – Investment Grade		– 0	–		11,389,467			– 0	–		11,389,467
Mortgage Pass-Throughs		– 0	–		5,158,189			– 0	–		5,158,189
Inflation-Linked Securities		– 0	–		5,120,440			– 0	–		5,120,440
Commercial Mortgage-Backed Securities		– 0	–		2,363,489			– 0	–		2,363,489
Collateralized Loan Obligations		– 0	–		1,995,759			– 0	–		1,995,759
Collateralized Mortgage Obligations		– 0	–		1,833,384			– 0	–		1,833,384
Covered Bonds		– 0	–		1,813,426			– 0	–		1,813,426
Asset-Backed Securities		– 0	–		768,122			– 0	–		768,122
Quasi-Sovereigns		– 0	–		486,445			– 0	–		486,445
Local Governments – Provincial Bonds		– 0	–		457,552			– 0	–		457,552
Local Governments – Regional Bonds		– 0	–		312,691			–0	–		312,691
Local Governments – US Municipal Bonds		– 0	–		281,449			– 0	–		281,449
Governments – Sovereign Bonds		– 0	–		202,500			– 0	–		202,500
Supranationals		– 0	–		86,779			– 0	–		86,779

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NOTES TO FINANCIAL STATEMENTS (continued)

Investments in Securities:

Level 1

Level 2

Level 3

Total

Short-Term Investments:

Investment Companies

$

15,674,256

$

– 0

–

$

– 0

–

$

15,674,256

Governments – Treasuries

– 0

–

1,768,991

– 0

–

1,768,991

U.S. Treasury Bills

– 0

–

225,861

– 0

–

225,861

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,578,162

– 0

–

– 0

–

1,578,162

Total Investments in Securities

104,910,469

62,283,870

– 0

–

167,194,339

Other Financial Instruments(a):

– 0

–

Assets:

– 0

–

Futures

2,798,068

75,250

– 0

–

2,873,318

(b)

Forward Currency Exchange Contracts

– 0

–

2,342,584

– 0

–

2,342,584

Centrally Cleared Credit Default Swaps

– 0

–

380,422

– 0

–

380,422

(b)

Centrally Cleared Interest Rate Swaps

– 0

–

635,508

– 0

–

635,508

(b)

Credit Default Swaps

– 0

–

1,690

– 0

–

1,690

Total Return Swaps

– 0

–

536,052

– 0

–

536,052

Variance Swaps

– 0

–

1,243,336

– 0

–

1,243,336

Liabilities:

Futures

(619,486

)

(278,297

)

– 0

–

(897,783

)(b)

Forward Currency Exchange Contracts

– 0

–

(2,046,178

)

– 0

–

(2,046,178

)

Currency Options Written

– 0

–

(94,158

)

– 0

–

(94,158

)

Centrally Cleared Credit Default Swaps

– 0

–

(308,473

)

– 0

–

(308,473

)(b)

Centrally Cleared Interest Rate Swaps

– 0

–

(834,824

)

– 0

–

(834,824

)(b)

Inflation (CPI) Swaps

– 0

–

(256,497

)

– 0

–

(256,497

)

Total Return Swaps

– 0

–

(195,645

)

– 0

–

(195,645

)

Variance Swaps

– 0

–

(2,982,579

)

– 0

–

(2,982,579

)

Total

$

107,089,051

$

60,502,061

$

– 0

–

$

167,591,112

(c)

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

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

(c) Amounts of $257,192, $1,986,962, $31,125 and $165,722 for Asset-Backed Securities, Collateralized Loan Obligations, Collateralized Mortgage Obligations and Commercial Mortgage-Backed Securities, respectively, were transferred out of Level 3 into Level 2 as improved transparency of price inputs received from pricing vendors has increased the observability during the reporting period.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class,

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NOTES TO FINANCIAL STATEMENTS (continued)

except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series 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 “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $28,790 for the six months ended February 29, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $831 from the sale of Class A shares and received $1,022 and $251 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 29, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the

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investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 29, 2020, such waiver amounted to $4,070. In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until December 31, 2020. For the six months ended February 29, 2020, such waivers and/or reimbursements amounted to $128,765.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 29, 2020 is as follows:

															Distributions
Fund	Market Value 8/31/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/29/20 (000)		Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio	$	10,964	$	37,943	$	33,233	$	– 0	–	$	0		$	15,674	$	69	$	– 0	–
AB Bond Fund, Inc. – AB All Market Real Return Portfolio		22,623		500		2,338		(93	)		(1,248	)		19,444		500		– 0	–
AB High Income Fund, Inc.		18,201		584		1,085		(72	)		(46	)		17,582		589		– 0	–
Government Money Market Portfolio*		828		17,002		16,252		– 0	–		– 0	–		1,578		7		– 0	–
Total							$	(165	)	$	(1,294	)	$	54,278	$	1,165	$	– 0	–

* Investments of cash collateral for securities lending transactions (see Note E).

During the year ended August 31, 2019, the Adviser reimbursed the Fund $345 for trading losses incurred due to a trade entry error.

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

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named Equitable Holdings, Inc.) (“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

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

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate

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the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 29, 2020 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	45,075,219	$	58,450,423
U.S. government securities		15,514,212		15,632,937

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	$	17,356,239
Gross unrealized depreciation		(13,563,154	)
Net unrealized appreciation	$	3,793,085

1. Derivative Financial Instruments

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

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

• Futures

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

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

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

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

During the six months ended February 29, 2020, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original

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contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended February 29, 2020, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the

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

During the six months ended February 29, 2020, the Fund held purchased options for hedging and non-hedging purposes. During the six months ended February 29, 2020, the Fund held written options for hedging and non-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Fund 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 Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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

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

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

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Interest Rate Swaps:

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

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

During the six months ended February 29, 2020, the Fund 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 Fund 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 there are unexpected inflation increases.

During the six months ended February 29, 2020, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale

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Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

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

During the six months ended February 29, 2020, the Fund held credit default swaps for hedging and non-hedging purposes.

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Total Return Swaps:

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

During the six months ended February 29, 2020, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

The Fund may enter into variance swaps to hedge equity market risk or adjust exposure to the equity markets. Variance swaps are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on underlying asset(s) or index(es). Actual “variance” as used here is defined as the sum of the square of the returns on the reference asset(s) or index(es) (which in effect is a measure of its “volatility”) over the length of the contract term. So the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility.

During the six months ended February 29, 2020, the Fund held variance swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a

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settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the six months ended February 29, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	1,409,086	*	Receivable/Payable for variation margin on futures	$	132,101	*
Equity contracts	Receivable/Payable for variation margin on futures		1,464,232	*	Receivable/Payable for variation margin on futures		765,682	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		144,913	*	Receivable/Payable for variation margin on centrally cleared swaps		45,700	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		635,507	*	Receivable/Payable for variation margin on centrally cleared swaps		688,125	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		2,342,584		Unrealized depreciation on forward currency exchange contracts		2,046,178
Foreign exchange contracts					Options written, at value		94,158
Interest rate contracts					Unrealized depreciation on inflation swaps		256,497
Credit contracts	Market value on credit default swaps		1,690

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	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Interest contracts	Unrealized appreciation on total return swaps	$	1,241	Unrealized depreciation on total return swaps	$	5,429
Equity contracts	Unrealized appreciation on total return swaps		534,811	Unrealized depreciation on total return swaps		190,216
Foreign currency contracts	Unrealized appreciation on variance swaps		31,547
Equity contracts	Unrealized appreciation on variance swaps		1,211,789	Unrealized depreciation on variance swaps		2,982,579
Total		$	7,777,400		$	7,206,665

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities.

This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	75,863		$	1,115,718
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(1,654,890	)		889,796
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		443,464			(101,597	)

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Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments	$	(3,930	)	$	(30,498	)
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		89,566			(100,440	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		174,860			(156,865	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		– 0	–		31,547
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		182,729			(139,757	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(507,785	)		(1,691,448	)
Total		$	(1,200,123	)	$	(183,544	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 29, 2020:

Futures:
Average notional amount of buy contracts	$	64,516,243
Average notional amount of sale contracts	$	39,947,077
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	71,254,210
Average principal amount of sale contracts	$	102,312,488
Purchased Options:
Average notional amount	$	1,051,751	(a)
Options Written:
Average notional amount	$	4,239,289

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Inflation Swaps:
Average notional amount	$	23,430,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	23,250,748
Credit Default Swaps:
Average notional amount of sale contracts	$	951,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	3,056,109
Average notional amount of sale contracts	$	24,619,013
Total Return Swaps:
Average notional amount	$	13,985,137
Variance Swaps:
Average notional amount	$	1,141,690

(a) Positions were open for one month during the period.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of February 29, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

Australia and New Zealand Banking Group Ltd.

$

3,572

$

– 0

–

$

– 0

–

$

– 0

–

$

3,572

Bank of America, NA

220,054

(220,054

)

– 0

–

– 0

–

– 0

–

Barclays Bank PLC

112,089

(112,089

)

– 0

–

– 0

–

– 0

–

BNP Paribas SA

302,156

(161,840

)

– 0

–

– 0

–

140,316

Citibank, NA

200,888

(200,888

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

86,482

(78,723

)

– 0

–

– 0

–

7,759

Deutsche Bank AG

49,347

– 0

–

– 0

–

– 0

–

49,347

Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International

820,803

(117,498

)

– 0

–

– 0

–

703,305

HSBC Bank USA

111,810

(109,225

)

– 0

–

– 0

–

2,585

JPMorgan Chase Bank, NA

196,158

(196,158

)

– 0

–

– 0

–

– 0

–

86    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.	$	464,692	$	(213,254	)	$	– 0	–	$	– 0	–	$	251,438
Natwest Markets PLC		70,617		(34,997	)		– 0	–		– 0	–		35,620
Standard Chartered Bank		15,375		(15,375	)		– 0	–		– 0	–		– 0 –
State Street Bank & Trust Co.		500,093		(500,093	)		– 0	–		– 0	–		– 0 –
UBS AG		969,526		(969,526	)		– 0	–		– 0	–		– 0 –
Total	$	4,123,662	$	(2,929,720	)	$	– 0	–	$	– 0	–	$	1,193,942	^

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	339,829	$	(220,054	)	$	(57,000	)	$	– 0	–	$	62,775
Barclays Bank PLC		1,324,852		(112,089	)		(602,000	)		– 0	–		610,763
BNP Paribas SA		161,840		(161,840	)		– 0	–		– 0	–		– 0 –
Citibank, NA		889,942		(200,888	)		(560,000	)		– 0	–		129,054
Credit Suisse International		78,723		(78,723	)		– 0	–		– 0	–		– 0 –
Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International		117,498		(117,498	)		– 0	–		– 0	–		– 0 –
HSBC Bank USA		109,225		(109,225	)		– 0	–		– 0	–		– 0 –
JPMorgan Chase Bank, NA		211,628		(196,158	)		– 0	–		– 0	–		15,470–
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		213,254		(213,254	)		– 0	–		– 0	–		– 0 –
Natwest Markets PLC		34,997		(34,997	)		– 0	–		– 0	–		– 0 –
Standard Chartered Bank		35,549		(15,375	)		– 0	–		– 0	–		20,174
State Street Bank & Trust Co.		639,430		(500,093	)		– 0	–		– 0	–		139,337
UBS AG		1,418,290		(969,526	)		– 0	–		– 0	–		448,764
Total	$	5,575,057	$	(2,929,720	)	$	(1,219,000	)		– 0	–	$	1,426,337	^

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

^ 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.

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NOTES TO FINANCIAL STATEMENTS (continued)

2. Currency Transactions

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

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral

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NOTES TO FINANCIAL STATEMENTS (continued)

received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 29, 2020 is as follows:

Market Value of Securities on Loan*	Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio Income Earned		Advisory Fee Waived
$    3,782,114	$	1,578,162	$	2,145,174	$	18,652	$	6,526	$	319

* As of February 29, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class A
Shares sold		203,096			371,297		$	2,565,341		$	4,432,106
Shares issued in reinvestment of dividends		350,398			92,047			4,383,473			1,051,174
Shares converted from Class B		54,858			18,178			701,161			219,660
Shares converted from Class C		70,986			414,009			900,331			5,030,661
Shares redeemed		(891,284	)		(2,592,566	)		(11,293,886	)		(31,086,593	)
Net decrease		(211,946	)		(1,697,035	)	$	(2,743,580	)	$	(20,352,992	)
Class B
Shares sold		8			1,355		$	100		$	16,600
Shares converted to Class A		(53,971	)		(17,816	)		(701,161	)		(219,660	)
Shares redeemed		(403	)		(13,754	)		(5,454	)		(168,707	)
Net decrease		(54,366	)		(30,215	)	$	(706,515	)	$	(371,767	)
Class C
Shares sold		38,216			72,805		$	482,914		$	870,226
Shares issued in reinvestment of dividends		27,578			– 0	–		345,273			– 0	–
Shares converted to Class A		(71,208	)		(415,694	)		(900,331	)		(5,030,661	)
Shares redeemed		(60,580	)		(285,478	)		(767,843	)		(3,433,284	)
Net decrease		(65,994	)		(628,367	)	$	(839,987	)	$	(7,593,719	)
Advisor Class
Shares sold		46,189			127,306		$	589,277		$	1,537,369
Shares issued in reinvestment of dividends		15,478			5,464			194,255			62,624
Shares redeemed		(66,361	)		(340,465	)		(846,387	)		(4,092,985	)
Net decrease		(4,694	)		(207,695	)	$	(62,855	)	$	(2,492,992	)
Class R
Shares sold		35,951			269,091		$	456,624		$	3,218,239
Shares issued in reinvestment of dividends		10,843			1,395			135,975			15,968
Shares redeemed		(88,540	)		(225,449	)		(1,120,856	)		(2,702,888	)
Net increase (decrease)		(41,746	)		45,037		$	(528,257	)	$	531,319

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class K
Shares sold		9,906			30,856		$	124,903		$	373,932
Shares issued in reinvestment of dividends		15,386			3,888			192,175			44,322
Shares redeemed		(15,710	)		(126,164	)		(198,794	)		(1,508,435	)
Net increase (decrease)		9,582			(91,420	)	$	118,284		$	(1,090,181	)
Class I
Shares sold		52			1,768		$	669		$	21,823
Shares issued in reinvestment of dividends		67			– 0	–(a)		850			– 0	–(b)
Shares redeemed		(4	)		– 0	–		(47	)		– 0	–
Net increase		115			1,768		$	1,472		$	21,823

(a) Amount is less than one share.

(b) Amount is less than $.50.

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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NOTES TO FINANCIAL STATEMENTS (continued)

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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

Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) are subject to have a higher probability that an issuer will default or fail to meet its payment obligations.

High Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

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

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as

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NOTES TO FINANCIAL STATEMENTS (continued)

well as being subject to increased economic, political, regulatory or other uncertainties.

Alternative Investments Risk—Many alternative investments can be volatile and may be illiquid. Their performance may have little correlation with the performance of equity or fixed-income markets, and they may not perform in accordance with expectations.

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

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

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

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process

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NOTES TO FINANCIAL STATEMENTS (continued)

for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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 for the Fund, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 29, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2020 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2019 and August 31, 2018 were as follows:

	2019			2018
Distributions paid from:
Ordinary income	$	1,300,747		$	9,480,247
Net long-term capital gains		– 0	–		3,051,961
Total taxable distributions paid	$	1,300,747		$	12,532,208
Return of capital		– 0	–		3,206,894
Total distributions	$	1,300,747		$	15,739,102

As of August 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,057,475
Undistributed capital gains		547,441	(a)
Other losses		(14,426	)(b)
Unrealized appreciation/(depreciation)		6,513,706	(c)
Total accumulated earnings/(deficit)	$	11,104,196

(a) During the fiscal year, the Fund utilized $1,808,162 of capital loss carry forwards to offset current year net realized gains.

(b) As of August 31, 2019, the cumulative deferred loss on straddles was $14,426.

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2019, the Fund did not have any capital loss carryforwards.

NOTE J

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is

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NOTES TO FINANCIAL STATEMENTS (continued)

effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Fund has adopted ASU 2017-08, which did not have a material impact on the Fund’s financial position or the results of its operations, and had no impact on the Fund’s net assets.

NOTE K

Subsequent Events

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

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FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.58			$  12.14			$  12.79			$  12.38			$  12.18			$  12.43
Income From Investment Operations
Net investment income(a)(b)		.11			.16			.17			.38			.27			.28
Net realized and unrealized gain (loss) on investment transactions		(.09	)		.37			.10			.34			.19			(.48	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.02			.53			.27			.72			.46			(.20	)
Less: Dividends and Distributions
Dividends from net investment income		(.40	)		(.09	)		(.56	)		(.31	)		(.26	)		(.05	)
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.19	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.44	)		(.09	)		(.92	)		(.31	)		(.26	)		(.05	)
Net asset value, end of period		$  12.16			$  12.58			$  12.14			$  12.79			$  12.38			$  12.18
Total Return
Total investment return based on net asset value(d)*		.12	%		4.47	%		2.14	%		5.93	%		3.86	%		(1.59	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$137,664			$145,002			$160,517			$174,667			$180,380			$189,751
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.10	%^		1.05	%		1.04	%		1.01	%		.94	%		.92	%
Expenses, before waivers/reimbursements(e)‡		1.25	%^		1.23	%		1.25	%		1.09	%		1.00	%		.98	%
Net investment income(b)		1.80	%^		1.32	%		1.36	%		3.08	%		2.20	%		2.28	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.51			$  12.07			$  12.58			$  12.17			$  12.00			$  12.29
Income From Investment Operations
Net investment income(a)(b)		.07			.07			.08			.29			.17			.19
Net realized and unrealized gain (loss) on investment transactions		(.09	)		.37			.09			.32			.19			(.48	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.02	)		.44			.17			.61			.36			(.29	)
Less: Dividends and Distributions
Dividends from net investment income		(.29	)		– 0	–		(.38	)		(.20	)		(.19	)		– 0	–
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.33	)		– 0	–		(.68	)		(.20	)		(.19	)		– 0	–
Net asset value, end of period		$  12.16			$  12.51			$  12.07			$  12.58			$  12.17			$  12.00
Total Return
Total investment return based on net asset value(d)*		(.34	)%		3.73	%		1.37	%		5.12	%		3.09	%		(2.36	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$13,766			$14,989			$22,039			$41,637			$73,686			$83,574
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.86	%^		1.80	%		1.77	%		1.75	%		1.69	%		1.68	%
Expenses, before waivers/reimbursements(e)‡		2.01	%^		1.98	%		1.98	%		1.82	%		1.75	%		1.74	%
Net investment income(b)		1.04	%^		.59	%		.64	%		2.41	%		1.45	%		1.54	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

98    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.64			$  12.20			$  12.86			$  12.45			$  12.24			$  12.48
Income From Investment Operations
Net investment income(a)(b)		.13			.19			.20			.41			.32			.33
Net realized and unrealized gain (loss) on investment transactions		(.09	)		.37			.10			.33			.17			(.49	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.04			.56			.30			.74			.49			(.16	)
Less: Dividends and Distributions
Dividends from net investment income		(.43	)		(.12	)		(.59	)		(.33	)		(.28	)		(.08	)
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.20	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.47	)		(.12	)		(.96	)		(.33	)		(.28	)		(.08	)
Net asset value, end of period		$  12.21			$  12.64			$  12.20			$  12.86			$  12.45			$  12.24
Total Return
Total investment return based on net asset value(d)*		.22	%		4.81	%		2.39	%		6.15	%		4.12	%		(1.31	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,188			$6,464			$8,772			$9,274			$12,277			$13,802
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.85	%^		.80	%		.79	%		.75	%		.69	%		.67	%
Expenses, before waivers/reimbursements(e)‡		1.00	%^		.97	%		1.00	%		.83	%		.75	%		.73	%
Net investment income(b)		2.05	%^		1.58	%		1.60	%		3.26	%		2.60	%		2.66	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.57			$  12.13			$  12.76			$  12.36			$  12.15			$  12.42
Income From Investment Operations
Net investment income(a)(b)		.09			.11			.12			.33			.25			.25
Net realized and unrealized gain (loss) on investment transactions		(.08	)		.38			.09			.32			.17			(.50	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.01			.49			.21			.65			.42			(.25	)
Less: Dividends and Distributions
Dividends from net investment income		(.35	)		(.05	)		(.50	)		(.25	)		(.21	)		(.02	)
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.39	)		(.05	)		(.84	)		(.25	)		(.21	)		(.02	)
Net asset value, end of period		$  12.19			$  12.57			$  12.13			$  12.76			$  12.36			$  12.15
Total Return
Total investment return based on net asset value(d)*		(.12	)%		4.06	%		1.73	%		5.42	%		3.56	%		(2.02	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,953			$4,604			$3,896			$4,078			$4,532			$5,632
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.51	%^		1.46	%		1.45	%		1.42	%		1.34	%		1.34	%
Expenses, before waivers/reimbursements(e)‡		1.66	%^		1.63	%		1.66	%		1.50	%		1.40	%		1.40	%
Net investment income(b)		1.41	%^		.89	%		.94	%		2.63	%		2.03	%		2.00	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.55			$  12.11			$  12.75			$  12.35			$  12.15			$  12.41
Income From Investment Operations
Net investment income(a)(b)		.11			.15			.15			.37			.25			.27
Net realized and unrealized gain (loss) on investment transactions		(.09	)		.37			.11			.32			.20			(.49	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.02			.52			.26			.69			.45			(.22	)
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		(.08	)		(.55	)		(.29	)		(.25	)		(.04	)
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.18	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.42	)		(.08	)		(.90	)		(.29	)		(.25	)		(.04	)
Net asset value, end of period		$  12.15			$  12.55			$  12.11			$  12.75			$  12.35			$  12.15
Total Return
Total investment return based on net asset value(d)*		.02	%		4.45	%		2.07	%		5.72	%		3.82	%		(1.73	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,760			$5,832			$6,734			$7,096			$7,277			$8,204
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.20	%^		1.15	%		1.15	%		1.11	%		1.03	%		1.01	%
Expenses, before waivers/reimbursements(e)‡		1.35	%^		1.32	%		1.36	%		1.19	%		1.09	%		1.07	%
Net investment income(b)		1.70	%^		1.24	%		1.23	%		2.96	%		2.08	%		2.19	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.78			$  12.34			$  12.82			$  12.42			$  12.21			$  12.46
Income From Investment Operations
Net investment income(a)(b)		.13			.18			.25			.40			.29			.41
Net realized and unrealized gain (loss) on investment transactions		(.09	)		.39			.05			.34			.20			(.59	)
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.04			.57			.30			.74			.49			(.18	)
Less: Dividends and Distributions
Dividends from net investment income		(.43	)		(.13	)		(.46	)		(.34	)		(.28	)		(.07	)
Distributions from net realized gain on investment transactions		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		(.15	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.47	)		(.13	)		(.78	)		(.34	)		(.28	)		(.07	)
Net asset value, end of period		$  12.35			$  12.78			$  12.34			$  12.82			$  12.42			$  12.21
Total Return
Total investment return based on net asset value(d)*		.23	%		4.72	%		2.34	%		6.09	%		4.11	%		(1.41	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$33			$33			$10			$36			$453			$454
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.87	%^		.86	%		.73	%		.78	%		.72	%		.70	%
Expenses, before waivers/reimbursements(e)‡		1.02	%^		1.02	%		.94	%		.86	%		.77	%		.76	%
Net investment income(b)		2.03	%^		1.46	%		1.99	%		3.25	%		2.41	%		3.32	%
Portfolio turnover rate		38	%		100	%		90	%		86	%		5	%		6	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.17	%^		.20	%		.25	%		.22	%		.24	%		.21	%

See footnote summary on page 103.

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FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. 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) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 29, 2020 and the years ended August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .15% (annualized), .17%, .21% and ..08%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .03% and .28%, respectively.

^ Annualized.

See notes to financial statements

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TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Nancy P. Jacklin(1)	Robert M. Keith, President and Chief Executive Officer Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Alexander Barenboym(2), Vice President Daniel J. Loewy(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer	Phyllis J. Clarke, Controller and Chief Accounting Officer 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 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036

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 Multi-Asset Solutions Team. Messrs. Barenboym and Loewy are the investment professionals primarily responsible for the day-to-day management of the portfolio.

104    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

Operation and Effectiveness of the Funds’ Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Conservative Wealth Strategy (the “Fund”) at a meeting held on July 30-31, 2019 (the “Meeting”).

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

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

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

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Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s shares; brokerage

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    107

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median.

The Adviser informed the directors that there were no institutional products managed by it that utilize investment strategies similar to the Fund’s.

The directors noted that the Fund invests in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of under-

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lying securities, that the advisory fee for the Fund is for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    109

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio¹

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

1 Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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AB CONSERVATIVE WEALTH STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

CW-0152-0220                

FEB    ^02.29.20

SEMI-ANNUAL REPORT

AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

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

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Tax-Managed All Market Income Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

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

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    1

SEMI-ANNUAL REPORT

April 13, 2020

This report provides management’s discussion of fund performance for AB Tax-Managed All Market Income Portfolio for the semi-annual reporting period ended February 29, 2020.

The Fund’s investment objective is to seek current income with consideration of capital appreciation.

NAV RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO
Class A Shares		0.09%		7.31%
Class C Shares		-0.23%		6.50%
Advisor Class Shares1		0.21%		7.56%
Primary Benchmark: Bloomberg Barclays 5-Year GO Municipal Bond Index		2.07%		5.82%
MSCI ACWI (net)		1.13%		3.89%

1 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.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg Barclays 5-Year General Obligation (“GO”) Municipal Bond Index, and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for the six- and 12-month periods ended February 29, 2020.

All share classes of the Fund underperformed the primary benchmark and the MSCI ACWI (net) for the six-month period, but outperformed for the 12-month period, before sales charges. During the six-month period, overall allocation to equities detracted while allocation to fixed-income assets, particularly high-income municipals, contributed to absolute performance. Overall security selection detracted, led by selections within non-traditional income assets, while selection with global real estate investment trusts contributed. For the 12-month period, overall asset allocation contributed to performance while security selection detracted. Allocation to non-traditional income assets and selection within high-income municipal bonds contributed, while overall allocation to equities detracted. Active currency management was neutral over both periods.

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The Fund utilized derivatives for hedging and investment purposes in the form of futures, currency forwards, credit default swaps and interest rate swaps, which contributed to absolute returns for both periods, while written options detracted. Total return swaps were utilized for investment purposes and detracted for both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market equities rose modestly during the six-month period ended February 29, 2020, as the economic impact of the novel coronavirus, which causes the disease known as COVID-19, took a toll on global markets and pared back earlier double-digit gains. Equity markets experienced heightened volatility, and global economic weakness persisted throughout the early part of the period. The overall outlook for investors was balanced by a potential resolution to the US-China trade dispute and supportive monetary policy from the US Federal Reserve (the “Fed”) and global central banks, as well as improving economic data. The much-anticipated phase-one US-China trade accord and strong corporate earnings sparked a rally that sent global markets higher; however, the onset of COVID-19 touched off increased volatility as investors struggled to discern the severity of its impact. Markets rose to all-time highs in mid-February, buoyed by the belief that the fallout from the coronavirus outbreak would be short-lived. Early efforts to contain the virus proved ineffective and, as it spread across the globe, manufacturing production and worldwide supply chains suffered, causing markets to retract dramatically. Asian markets declined sharply, followed by other global markets, including the US. Emerging-market countries more closely tied to commodities, such as Brazil, Chile, Russia and South Africa, faced outsized pressure. For the most part, growth stocks continued to outperform value over the entire period, and large-cap stocks outperformed their small-cap peers.

Global fixed-income markets advanced over the six-month period. Long-dated developed-market treasuries were robust performers, given their interest-rate sensitivity, even as yields trended higher in September before beginning to fall in January. US interest rates fell near record lows in February as COVID-19 impacted trade and market expectations, which drove oil prices sharply lower. Investment-grade corporate bonds outperformed in the US and globally, along with global high-yield bonds and securitized assets, while US high-yield and emerging-market sovereigns posted positive results but trailed the overall global fixed-income market. The Fed lowered interest rates two times during the period and increased its balance sheet to manage liquidity in the repurchase-agreement market. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing. The Bank of Japan issued guidance for the continuation of low rates, and the Japanese government implemented a significant fiscal stimulus program in December. China announced substantive monetary and fiscal measures to

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combat the economic impact from the coronavirus, while central bankers and governments signaled more monetary and fiscal measures to boost economic growth in the wake of declining trade, disrupted supply chains and resulting industry headwinds. Municipal bonds continued to perform well through February as investor demand and limited new supply continued to push prices higher.

The Fund’s Senior Investment Management Team (the “Team”) seeks current income with consideration of capital appreciation. The Team’s global multi-asset strategy focuses on generating high, stable income for taxable investors. The Team utilizes a rigorous quantitative research toolset with fundamental expertise across all regions and markets.

The municipal components 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 bond 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 February 29, 2020, the Fund’s percentages of total investments in insured bonds and in insured bonds that have been pre-refunded or escrowed to maturity were 4.91% and 0.00%, respectively.

INVESTMENT POLICIES

The Adviser allocates the Fund’s investments primarily among a broad range of income-producing securities, including common stock of companies that regularly pay dividends (including real estate investment trusts or “REITs”), preferred stocks, fixed-income securities (including those with lower credit ratings) and derivatives related to these types of securities. The Fund pursues a global strategy, typically investing in securities of issuers located in the United States and in other countries throughout the world, including emerging-market countries.

In selecting equity securities for the Fund, the Adviser focuses on securities that have high dividend yields and that it believes are undervalued by the market relative to their long-term earnings potential. In order to provide diversification and the opportunity for increased return, the Adviser also acquires equity securities for the Fund that are expected to exhibit relatively little correlation with the returns of the Fund’s holdings in high dividend yield equity securities.

(continued on next page)

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The Fund intends to meet the tax requirement for passing municipal bond interest through to Fund shareholders as tax-exempt interest dividends, which currently requires that at least 50% of the Fund’s assets be invested in tax-exempt debt securities. In the event that the Internal Revenue Code or the related rules, regulations and interpretations of the Internal Revenue Service should in the future change so as to permit the Fund to pass through tax-exempt dividends when the Fund invests a lesser amount of its assets in tax-exempt debt securities, the Fund’s allocations to equity securities may increase. In selecting tax-exempt securities for the Fund’s debt investments, the Adviser may draw on the capabilities of separate investment teams that specialize in different areas that are generally defined by the maturity of the debt securities and/or their ratings. These fixed-income teams draw on the resources and expertise of the Adviser’s fixed-income research staff, which includes fixed-income research analysts and economists.

In addition, the Fund may engage in certain alternative income strategies that generally utilize derivatives to diversify sources of income and manage risk. For example, the Fund may take long positions in currency derivatives on higher yielding currencies and/or short positions in currency derivatives on lower yielding currencies.

The Adviser adjusts the Fund’s investment exposure utilizing the Adviser’s Dynamic Asset Allocation (“DAA”) approach. DAA comprises a series of analytical and forecasting tools employed by the Adviser to gauge fluctuations in the risk/return profile of various asset classes. DAA seeks to adjust the Fund’s investment exposure in changing market conditions and thereby reduce overall portfolio volatility by mitigating the effects of market fluctuations, while preserving consistent long-term return potential. For example, the Adviser may seek to reduce the Fund’s risk exposure to one or more assets classes when DAA suggests that market risks relevant to those asset classes are rising but return opportunities are declining. In addition to merely increasing or decreasing asset class exposure by buying or selling securities of that asset class, the Adviser may pursue DAA implementation for the Fund by investing in derivatives or exchange-traded funds.

The Adviser intends to utilize a variety of derivatives in its management of the Fund. The Adviser may use derivatives to gain exposure to an asset class, such as using interest rate derivatives to gain exposure to certain bonds. As noted above, the Adviser may separately pursue certain alternative investment strategies that utilize derivatives, and may enter into derivatives in making the adjustments called for by DAA. As a result of the use of derivatives, the Fund will frequently be leveraged in the sense that its gross investment exposure substantially exceeds its net assets.

(continued on next page)

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Currency exchange rate fluctuation can have a dramatic impact on returns. The Fund’s foreign currency exposures will come from investment in securities priced or denominated in foreign currencies and from direct holdings in foreign currencies and currency-related derivatives. The Adviser may seek to hedge all or a portion of the currency exposure resulting from Fund investments or decide not to hedge this exposure.

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Barclays 5-Year GO Municipal Bond Index represents the performance of long-term, investment-grade tax-exempt bonds with maturities ranging from four to six years. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. 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. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. 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 market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Allocation Risk: The allocation of investments among different investment styles, such as equity or debt, growth or value, US or non-US securities, or diversification strategies, may have a more significant effect on the Fund’s

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DISCLOSURES AND RISKS (continued)

net asset value (“NAV”) when one of these investments is performing more poorly than another.

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

High-Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

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.

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

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DISCLOSURES AND RISKS (continued)

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.

Real Estate Risk: The Fund’s investments in the real estate market 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 tax laws.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade 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.

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.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

Leverage Risk: To the extent the Fund uses leveraging techniques, its 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.

Illiquid Investments Risk: Illiquid investments risk exists when certain investments become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes and large positions. Foreign fixed-income securities may have more illiquid investments risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Illiquid investments risk may

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DISCLOSURES AND RISKS (continued)

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 for the Fund, but there is no guarantee that its techniques will produce the intended results. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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 as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to April 17, 2017 is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

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.

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		7.31%		2.72%
5 Years		3.62%		2.73%
10 Years		4.80%		4.35%
CLASS C SHARES
1 Year		6.50%		5.50%
5 Years		2.83%		2.83%
10 Years		4.04%		4.04%
ADVISOR CLASS SHARES1
1 Year		7.56%		7.56%
5 Years		3.88%		3.88%
10 Years		5.09%		5.09%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.37%, 2.12% and 1.12% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios exclusive of acquired fund fees and expenses, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs to 0.99%, 1.74% and 0.74% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2020. 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.

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

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-14.67%
5 Years		-0.54%
10 Years		2.34%
CLASS C SHARES
1 Year		-12.45%
5 Years		-0.43%
10 Years		2.04%
ADVISOR CLASS SHARES1
1 Year		-10.68%
5 Years		0.57%
10 Years		3.06%

1 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.

12    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	Returns
CLASS A SHARES
1 Year		-15.64%
5 Years		-1.82%
10 Years		1.52%
CLASS C SHARES
1 Year		-13.26%
5 Years		-1.50%
10 Years		1.36%
ADVISOR CLASS SHARES1
1 Year		-11.76%
5 Years		-0.77%
10 Years		2.20%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	Returns
CLASS A SHARES
1 Year		-7.74%
5 Years		-0.26%
10 Years		1.99%
CLASS C SHARES
1 Year		-6.55%
5 Years		-0.22%
10 Years		1.70%
ADVISOR CLASS SHARES1
1 Year		-5.29%
5 Years		0.61%
10 Years		2.59%

1 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.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    13

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.

14    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2019		Ending Account Value February 29, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,000.90	$	4.93		0.99	%	$	5.02		1.01	%
Hypothetical**	$	1,000	$	1,019.94	$	4.97		0.99	%	$	5.07		1.01	%
Class C
Actual	$	1,000	$	997.70	$	8.64		1.74	%	$	8.74		1.76	%
Hypothetical**	$	1,000	$	1,016.21	$	8.72		1.74	%	$	8.82		1.76	%
Advisor Class
Actual	$	1,000	$	1,002.10	$	3.68		0.74	%	$	3.78		0.76	%
Hypothetical**	$	1,000	$	1,021.18	$	3.72		0.74	%	$	3.82		0.76	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO SUMMARY

February 29, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $101.0

1 All data are as of February 29, 2020. The Fund’s security type and sector breakdowns are 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).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

16    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO SUMMARY (continued)

February 29, 2020 (unaudited)

1 All data are as of February 29, 2020. 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 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). The quality ratings are determined by using the S&P Global Ratings (“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-creditworthy 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.

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PORTFOLIO OF INVESTMENTS

February 29, 2020 (unaudited)

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 60.0%
Long-Term Municipal Bonds – 59.8%
Alabama – 1.6%
Black Belt Energy Gas District (Morgan Stanley) Series 2019A 4.00%, 12/01/2049	$	265	$	305,007
Tuscaloosa County Industrial Development Authority (Hunt Refining Co.) Series 2019A 5.25%, 05/01/2044(a)		250		298,290
Water Works Board of the City of Birmingham (The) Series 2010A 5.00%, 01/01/2025 (Pre-refunded/ETM)		1,000		1,035,170
				1,638,467
American Samoa – 0.1%
American Samoa Economic Development Authority (Territory of American Samoa) 7.125%, 09/01/2038(a)		100		121,206
Arizona – 2.4%
Arizona Department of Transportation State Highway Fund Revenue Series 2011A 5.00%, 07/01/2025 (Pre-refunded/ETM)		1,685		1,778,720
Arizona Industrial Development Authority Series 20192 – Class A 3.625%, 05/20/2033		144		167,545
Glendale Industrial Development Authority (Beatitudes Campus Obligated Group (The)) Series 2017 5.00%, 11/15/2040		335		365,123
Tempe Industrial Development Authority (Mirabella at ASU, Inc.) Series 2017A 6.125%, 10/01/2047(a)		110		130,519
				2,441,907
California – 1.0%
California School Finance Authority (Bright Star Schools Obligated Group) Series 2017 5.00%, 06/01/2054(a)		250		281,980
Golden State Tobacco Securitization Corp. Series 2018A 5.00%, 06/01/2047		200		212,284

18    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
State of California Series 2017 5.00%, 08/01/2026	$	440	$	554,888
				1,049,152
Colorado – 0.7%
City & County of Denver CO Airport System Revenue (Denver Intl Airport) Series 2018A 5.00%, 12/01/2028		545		712,446
Connecticut – 1.3%
State of Connecticut Special Tax Revenue Series 2012 5.00%, 01/01/2027		1,135		1,262,903
Delaware – 0.2%
Delaware State Economic Development Authority (Newark Charter School, Inc.) Series 2012 5.00%, 09/01/2042		225		238,482
District of Columbia – 0.0%
District of Columbia (Freedom Forum, Inc. (The)) NATL Series 2002B 4.50%, 08/01/2037(b)		50		50,000
Florida – 4.3%
Cape Coral Health Facilities Authority (Gulf Care, Inc.) Series 2015 6.00%, 07/01/2050(a)		270		297,977
Capital Trust Agency, Inc. (Aviva Senior Life) Series 2017 5.00%, 07/01/2046(a)		340		368,101
Capital Trust Agency, Inc. (Provision Cares Proton Therapy Center – Orlando) Series 2018A 7.50%, 06/01/2048(a)		100		109,993
County of Miami-Dade FL (County of Miami-Dade FL Spl Tax) Series 2012A 5.00%, 10/01/2025		560		617,473

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
County of Miami-Dade FL Aviation Revenue Series 2014B 5.00%, 10/01/2025	$	665	$	786,921
Florida Higher Educational Facilities Financial Authority (Ringling College of Art & Design, Inc.) 5.00%, 03/01/2049		315		385,787
North Broward Hospital District Series 2017B 5.00%, 01/01/2037-01/01/2048		425		512,889
Overoaks Community Development District
Series 2010A-1 6.125%, 05/01/2035		15		15,160
Series 2010A-2 6.125%, 05/01/2035		35		35,413
Tampa Bay Water Series 2011A 5.00%, 10/01/2023		1,105		1,179,621
				4,309,335
Georgia – 1.7%
Augusta Development Authority (AU Health System Obligated Group) Series 2018 5.00%, 07/01/2030		200		248,890
City of Atlanta GA Department of Aviation (Hartsfield Jackson Atlanta Intl Airport) Series 2014A 5.00%, 01/01/2028		625		719,106
Main Street Natural Gas, Inc. (Royal Bank of Canada) Series 2018C 4.00%, 08/01/2048		450		498,150
Private Colleges & Universities Authority (Savannah College of Art & Design, Inc.) Series 2014 5.00%, 04/01/2044		210		238,898
				1,705,044
Guam – 0.3%
Territory of Guam (Territory of Guam Business Privilege Tax) Series 2011A 5.125%, 01/01/2042		300		317,490
Illinois – 7.8%
Chicago Board of Education
Series 2012A 5.00%, 12/01/2042		950		1,032,355

20    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Series 2016A 7.00%, 12/01/2044	$	100	$	126,411
Series 2017B 6.75%, 12/01/2030(a)		135		184,244
7.00%, 12/01/2042(a)		100		135,081
Chicago O’Hare International Airport (TrIPs Obligated Group) Series 2018 5.00%, 07/01/2033		105		129,298
City of Chicago IL Series 2014A 5.00%, 01/01/2035		100		111,273
Illinois Finance Authority (Lutheran Home & Services Obligated Group) Series 2012 5.75%, 05/15/2046 (Pre-refunded/ETM)		475		540,284
Illinois Finance Authority (Mercy Health Corp.) Series 2016 5.00%, 12/01/2046		430		509,645
Illinois Finance Authority (Park Place of Elmhurst Obligated Group) Series 2016A 6.44%, 05/15/2055		498		443,912
Illinois Finance Authority (Ascension Health Credit Group) Series 2016C 5.00%, 02/15/2041		415		508,238
Illinois Finance Authority (CHF-Chicago LLC) Series 2017A 5.00%, 02/15/2047		210		244,106
Illinois Finance Authority (Rosalind Franklin University of Medicine & Science) Series 2017C 5.00%, 08/01/2049		425		497,730
Metropolitan Pier & Exposition Authority
Series 2012
Zero Coupon, 12/15/2041-12/15/2050		675		322,394
Series 2017A 5.00%, 06/15/2057		115		135,514
Series 2017B
Zero Coupon, 12/15/2054		150		52,478
Railsplitter Tobacco Settlement Authority Series 2017 5.00%, 06/01/2023		365		409,983

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
State of Illinois
Series 2013 5.00%, 07/01/2022	$	315	$	342,704
Series 2014 5.00%, 04/01/2020		75		75,233
Series 2016 5.00%, 02/01/2023-02/01/2028		1,170		1,373,554
Series 2017A 5.00%, 12/01/2025		135		162,228
Series 2017D 5.00%, 11/01/2024-11/01/2028		480		578,034
				7,914,699
Indiana – 0.2%
Indiana Finance Authority (RES Polyflow Indiana LLC) 7.00%, 03/01/2039(a)		185		191,098
Iowa – 1.0%
Iowa Finance Authority (Iowa Fertilizer Co. LLC) Series 2013B 5.25%, 12/01/2050		110		123,904
Iowa Finance Authority (Iowa Finance Authority State Revolving Fund) Series 2020A 5.00%, 08/01/2026		385		485,805
Xenia Rural Water District Series 2016 5.00%, 12/01/2031		340		406,524
				1,016,233
Kansas – 0.3%
Wyandotte County-Kansas City Unified Government (Wyandotte County-Kansas City Unified Government Sales Tax) Series 2018 4.50%, 06/01/2040		300		322,722
Kentucky – 1.7%
Kentucky Economic Development Finance Authority (Owensboro Health, Inc. Obligated Group)
Series 2017A 5.00%, 06/01/2037		315		375,675
5.25%, 06/01/2041		150		180,430

22    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Kentucky Economic Development Finance Authority (Baptist Healthcare System Obligated Group) Series 2017B 5.00%, 08/15/2037-08/15/2046	$	620	$	740,274
Kentucky Public Energy Authority (Morgan Stanley) Series 2019C 4.00%, 02/01/2050		220		261,246
Louisville/Jefferson County Metropolitan Government (Norton Healthcare Obligated Group) 5.00%, 10/01/2047(c)		100		125,031
				1,682,656
Louisiana – 0.5%
New Orleans Aviation Board Series 2017B 5.00%, 01/01/2048		400		473,400
Maryland – 0.8%
City of Baltimore MD (Baltimore Hotel Corp.) Series 2017 5.00%, 09/01/2034		400		486,456
City of Baltimore MD (East Baltimore Research Park Project) Series 2017A 5.00%, 09/01/2038		100		114,344
County of Frederick MD (Mount St. Mary’s University, Inc.) Series 2017A 5.00%, 09/01/2045(a)		215		246,308
				847,108
Massachusetts – 1.9%
Commonwealth of Massachusetts Series 2019C 5.00%, 05/01/2022		355		387,291
Massachusetts Development Finance Agency (Merrimack College) Series 2012A 5.25%, 07/01/2042		635		687,762
Massachusetts Development Finance Agency (Boston Medical Center Corp. Obligated Group) Series 2015D 5.00%, 07/01/2044		175		201,467

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Massachusetts Development Finance Agency (Lawrence General Hospital Obligated Group) Series 2017 5.00%, 07/01/2047	$	320	$	365,792
Massachusetts Development Finance Agency (Zero Waste Solutions LLC)
Series 2017 8.00%, 12/01/2022(d)		235		202,514
Series 2017A 7.75%, 12/01/2044(d)		100		91,605
				1,936,431
Michigan – 2.8%
City of Detroit MI 5.00%, 04/01/2036-04/01/2037		65		75,517
Grand Rapids Economic Development Corp. (Beacon Hill at Eastgate) Series 2017A 5.00%, 11/01/2047		325		352,310
Michigan Finance Authority (Great Lakes Water Authority Sewage Disposal System Revenue) AGM Series 2014C 5.00%, 07/01/2028		325		381,605
Michigan Finance Authority (Great Lakes Water Authority Water Supply System Revenue) AGM Series 2014D2 5.00%, 07/01/2028		1,000		1,174,170
Michigan State Hospital Finance Authority (Trinity Health Corp.) Series 2017C 5.00%, 12/01/2023		445		512,880
Michigan Tobacco Settlement Finance Authority (Tobacco Settlement Financing Corp./MI) Series 2007A 6.00%, 06/01/2048		305		311,274
				2,807,756
Minnesota – 0.1%
City of Bethel MN (Lodge at Stillwater LLC (The)) Series 2018 5.25%, 06/01/2058		100		106,818

24    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Missouri – 1.1%
Cape Girardeau County Industrial Development Authority (SoutheastHEALTH Obligated Group) Series 2017A 5.00%, 03/01/2036	$	470	$	554,022
Lee’s Summit Industrial Development Authority (John Knox Village Obligated Group) Series 2016A 5.00%, 08/15/2046		500		547,260
				1,101,282
Nebraska – 0.7%
Central Plains Energy Project (Goldman Sachs Group, Inc. (The)) Series 2017A 5.00%, 09/01/2042		455		673,587
Nevada – 0.1%
State of Nevada Department of Business & Industry (Fulcrum Sierra Biofuels LLC) Series 2018 6.95%, 02/15/2038(a)		100		117,599
New Jersey – 4.5%
New Jersey Economic Development Authority (New Jersey Economic Development Authority State Lease)
Series 2013 5.00%, 03/01/2030		685		755,795
Series 2014P 5.00%, 06/15/2029		500		572,670
New Jersey Economic Development Authority (North Star Academy Charter School of Newark, Inc.) Series 2017 5.00%, 07/15/2047		415		483,961
New Jersey Economic Development Authority (Port Newark Container Terminal LLC) Series 2017 5.00%, 10/01/2047		415		488,488
New Jersey Transportation Trust Fund Authority (New Jersey Transportation Trust Fund Authority State Lease) Series 2013A 5.00%, 06/15/2020		840		849,568

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
New Jersey Turnpike Authority Series 2014A 5.00%, 01/01/2029	$	675	$	788,994
Tobacco Settlement Financing Corp. Series 2018B 5.00%, 06/01/2046		515		606,170
				4,545,646
New York – 3.3%
County of Nassau NY Series 2017C 5.00%, 10/01/2026		225		282,488
Metropolitan Transportation Authority Series 2019D 5.00%, 09/01/2022		310		341,043
New York City Transitional Finance Authority Building Aid Revenue (New York City Transitional Finance Authority Building Aid Revenue State Lease) Series 2018S 5.00%, 07/15/2032		195		254,114
New York State Dormitory Authority (State University of New York Dormitory Fees) Series 2013A 5.00%, 07/01/2026 (Pre-refunded/ETM)		205		234,526
New York State Dormitory Authority (State of New York Personal Income Tax Revenue) Series 2018A 5.00%, 03/15/2020		490		490,696
New York Transportation Development Corp. (Laguardia Gateway Partners LLC) Series 2016A 5.00%, 07/01/2041		460		531,033
Triborough Bridge & Tunnel Authority Series 2012B 5.00%, 11/15/2026		1,000		1,114,520
Westchester County Local Development Corp. (Westchester County Health Care Corp. Obligated Group) Series 2016 5.00%, 11/01/2046		105		120,782
				3,369,202

26    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
North Carolina – 0.3%
North Carolina Medical Care Commission (United Church Homes & Services Obligated Group) Series 2017 5.00%, 09/01/2041	$	250	$	271,565
Ohio – 4.4%
Buckeye Tobacco Settlement Financing Authority
Zero Coupon, 06/01/2052		1,730		161,322
Series 2007A-2 5.875%, 06/01/2047		840		841,042
Series 2020B 5.00%, 06/01/2055(c)		1,040		1,174,202
Zero Coupon, 06/01/2057(c)		395		55,497
Butler County Port Authority (StoryPoint Obligated Group) Series 2017A-1 6.375%, 01/15/2043(a)		225		246,787
County of Allen OH Hospital Facilities Revenue (Mercy Health/OH) Series 2017A 5.00%, 08/01/2028		315		405,301
County of Cuyahoga/OH (MetroHealth System (The)) Series 2017 5.00%, 02/15/2042		660		775,309
County of Miami OH (Kettering Health Network Obligated Group) 5.00%, 08/01/2033		195		247,769
Ohio Air Quality Development Authority (FirstEnergy Generation LLC) Series 2009D 4.25%, 08/01/2029		250		268,125
Ohio Air Quality Development Authority (Pratt Paper/OH, Inc.) Series 2017 4.50%, 01/15/2048(a)		175		199,447
Ohio Water Development Authority Water Pollution Control Loan Fund (FirstEnergy Nuclear Generation LLC) Series 2016A 4.375%, 06/01/2033		45		48,263
				4,423,064

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Pennsylvania – 2.7%
Allentown Neighborhood Improvement Zone Development Authority Series 2017 5.00%, 05/01/2042(a)	$	220	$	257,264
Commonwealth of Pennsylvania Series 2016 5.00%, 09/15/2023		600		688,038
Crawford County Hospital Authority (Meadville Medical Center Obligated Group) Series 2016A 6.00%, 06/01/2051		215		250,180
Pennsylvania Economic Development Financing Authority (PA Bridges Finco LP) Series 2015 5.00%, 12/31/2034		220		263,344
Philadelphia Authority for Industrial Development (LLPCS Foundation) Series 2005A 4.60%, 07/01/2015(e)(f)(g)		55		550
School District of Philadelphia (The) Series 2018A 5.00%, 09/01/2034		1,000		1,257,920
				2,717,296
Puerto Rico – 2.9%
Commonwealth of Puerto Rico
Series 2006A 5.25%, 07/01/2023		20		16,575
Series 2011A
5.75%, 07/01/2041(e)(h)		40		33,000
Series 2012A 5.50%, 07/01/2039(e)(h)		65		51,269
Series 2014A 8.00%, 07/01/2035(e)(h)		100		73,000
GDB Debt Recovery Authority of Puerto Rico Series 2018 7.50%, 08/20/2040		91		72,774
Puerto Rico Commonwealth Aqueduct & Sewer Authority
Series 2008A 6.125%, 07/01/2024		25		27,500
6.00%, 07/01/2038		45		46,688
Series 2012A 5.125%, 07/01/2037		25		26,938
5.50%, 07/01/2028		30		32,700

28    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
5.25%, 07/01/2029-07/01/2042	$	120	$	129,900
5.00%, 07/01/2022-07/01/2033		90		96,550
6.00%, 07/01/2047		30		32,925
5.75%, 07/01/2037		30		32,850
Puerto Rico Electric Power Authority
Series 2007T 5.00%, 07/01/2032		65		51,756
5.00%, 07/01/2037(e)(h)		110		87,588
AGM Series 2007V 5.25%, 07/01/2031		245		274,326
Series 2010A 5.25%, 07/01/2030		55		43,931
Series 2010C 5.00%, 07/01/2024(e)(h)		25		19,906
Series 2010D 5.00%, 07/01/2021(e)(h)		15		11,944
Series 2010Z 5.25%, 07/01/2024		25		19,969
Series 2012A 5.00%, 07/01/2029		40		31,850
Puerto Rico Highway & Transportation Authority NATL Series 2007N 5.25%, 07/01/2032		330		359,406
Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth (AES Puerto Rico LP) Series 2000 6.625%, 06/01/2026		225		232,312
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue
Series 2018A
Zero Coupon, 07/01/2024-07/01/2046		434		136,863
Series 2019A 4.329%, 07/01/2040		100		110,890
5.00%, 07/01/2058		772		883,454
				2,936,864
Tennessee – 0.8%
Bristol Industrial Development Board (Bristol Industrial Development Board Sales Tax) Series 2016A 5.125%, 12/01/2042(a)		280		293,882
Memphis-Shelby County Industrial Development Board (Graceland, Inc.) Series 2017A 5.50%, 07/01/2037		100		115,549

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    29

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board (Trousdale Foundation Obligated Group) Series 2018A 6.25%, 04/01/2049(a)	$	100	$	114,654
Tennessee Housing Development Agency Series 2017 4.00%, 07/01/2048		260		282,854
				806,939
Texas – 4.2%
Brazosport Independent School District 5.00%, 02/15/2028		315		409,308
City of Houston TX Series 2017A 5.00%, 03/01/2026		405		501,082
Harris County-Houston Sports Authority AGM Series 2014A 5.00%, 11/15/2025		615		729,851
Irving Hospital Authority (Baylor Medical Center at Irving) Series 2017A 5.00%, 10/15/2044		500		583,200
New Hope Cultural Education Facilities Finance Corp. (BSPV – Plano LLC) 7.25%, 12/01/2053		80		87,606
New Hope Cultural Education Facilities Finance Corp. (Longhorn Village) Series 2017 5.00%, 01/01/2037		325		359,535
Red River Education Finance Corp. (St. Edward’s University, Inc.) Series 2016 5.00%, 06/01/2046		90		103,673
Tarrant County Cultural Education Facilities Finance Corp. (Trinity Terrace Project) Series 2014A-1 5.00%, 10/01/2044		300		334,185
Tarrant County Cultural Education Facilities Finance Corp. (CC Young Memorial Home Obligated Group) Series 2017A 6.375%, 02/15/2048		230		262,853

30    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Tarrant County Cultural Education Facilities Finance Corp. (Stayton at Museum Way) Series 2020A 5.75%, 12/01/2054	$	180	$	191,916
Texas Private Activity Bond Surface Transportation Corp. (NTE Mobility Partners Segments 3 LLC) 5.00%, 06/30/2058		230		280,549
Uptown Development Authority Series 2017A 5.00%, 09/01/2040		325		376,815
				4,220,573
Vermont – 0.5%
Vermont Economic Development Authority (Casella Waste Systems, Inc.) Series 2013 4.625%, 04/01/2036(a)		100		115,860
Vermont Economic Development Authority (Wake Robin Corp.) Series 2017A 5.00%, 05/01/2047		335		373,760
				489,620
Virginia – 0.7%
Richmond Redevelopment & Housing Authority (American Tobacco Holdings LLC) Series 2017 5.55%, 01/01/2037(a)		220		237,323
Tobacco Settlement Financing Corp./VA Series 2007B1 5.00%, 06/01/2047		410		419,233
				656,556
Washington – 1.7%
Kalispel Tribe of Indians Series 2018B 5.25%, 01/01/2038(a)(c)		155		184,763
King County Public Hospital District No. 1 Series 2018 5.00%, 12/01/2031		265		339,354
Washington Health Care Facilities Authority (Virginia Mason Medical Center Obligated Group) Series 2017 5.00%, 08/15/2037		355		428,709

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Washington State Housing Finance Commission (Mirabella) Series 2012A 6.75%, 10/01/2047(a)	$	340	$	365,867
Washington State Housing Finance Commission (Presbyterian Retirement Communities Northwest Obligated Group) Series 2016A 5.00%, 01/01/2046(a)		315		352,957
				1,671,650
Wisconsin – 1.2%
Wisconsin Public Finance Authority (Roseman University of Health Sciences) 5.00%, 04/01/2030(a)(c)		100		125,026
Wisconsin Public Finance Authority (Bancroft Neurohealth Obligated Group) Series 2016 5.125%, 06/01/2048(a)		160		174,555
Wisconsin Public Finance Authority (Celanese US Holdings LLC) Series 2016A 5.00%, 01/01/2024		265		294,770
Wisconsin Public Finance Authority (Gannon University) Series 2017 5.00%, 05/01/2042-05/01/2047		410		472,237
Wisconsin Public Finance Authority (Maryland Proton Treatment Center LLC) Series 2018A-1 6.375%, 01/01/2048(a)		100		108,064
				1,174,652
Total Long-Term Municipal Bonds (cost $55,401,844)				60,321,448
SHORT-TERM MUNICIPAL NOTES – 0.2%
Massachusetts – 0.2%
Massachusetts Water Resources Authority Series 2019G 5.00%, 08/01/2020 (cost $228,640)		225		228,935
Total Municipal Obligations (cost $55,630,484)				60,550,383

32    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
COMMON STOCKS – 27.2%
Health Care – 5.0%
Biotechnology – 1.0%
AbbVie, Inc.		4,416	$	378,495
Amgen, Inc.		1,791		357,717
Gilead Sciences, Inc.		3,816		264,678
				1,000,890
Health Care Providers & Services – 0.3%
Cardinal Health, Inc.		953		49,670
CVS Health Corp.		3,920		231,986
Sonic Healthcare Ltd.		1,123		21,317
				302,973
Pharmaceuticals – 3.7%
AstraZeneca PLC		3,918		343,863
Bristol-Myers Squibb Co.		7,002		413,538
GlaxoSmithKline PLC		14,900		300,673
Merck & Co., Inc.		7,647		585,454
Novartis AG		6,416		539,735
Orion Oyj – Class B		366		14,607
Pfizer, Inc.		16,520		552,098
Roche Holding AG		2,098		674,577
Sanofi		3,671		342,379
				3,766,924
				5,070,787
Consumer Staples – 3.8%
Beverages – 1.2%
Coca-Cola Amatil Ltd.		910		6,854
Coca-Cola Co. (The)		12,133		648,994
PepsiCo, Inc.		4,176		551,357
				1,207,205
Food & Staples Retailing – 0.2%
ICA Gruppen AB		221		8,275
Koninklijke Ahold Delhaize NV		3,305		77,212
Walgreens Boots Alliance, Inc.		2,332		106,712
				192,199
Food Products – 0.3%
Archer-Daniels-Midland Co.		1,752		65,963
Campbell Soup Co.		567		25,583
General Mills, Inc.		1,837		90,013
JM Smucker Co. (The)		333		34,296
Kellogg Co.		746		45,111
Mowi ASA		1,219		25,824
Orkla ASA		3,037		25,831

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    33

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
WH Group Ltd.(a)		32,164	$	33,753
				346,374
Household Products – 1.0%
Kimberly-Clark Corp.		1,011		132,633
Procter & Gamble Co. (The)		7,475		846,394
				979,027
Personal Products – 0.4%
Unilever NV		4,383		231,411
Unilever PLC		3,334		179,235
				410,646
Tobacco – 0.7%
Altria Group, Inc.		5,658		228,413
Imperial Brands PLC		2,864		57,859
Japan Tobacco, Inc.		4,023		79,535
Philip Morris International, Inc.		4,647		380,450
				746,257
				3,881,708
Energy – 3.8%
Oil, Gas & Consumable Fuels – 3.8%
BP PLC (Sponsored ADR)		12,496		391,000
Chevron Corp.		4,172		389,414
Exxon Mobil Corp.		20,030		1,030,343
Galp Energia SGPS SA		1,479		20,402
Inter Pipeline Ltd.		1,172		17,341
Keyera Corp.		628		15,075
LUKOIL PJSC (Sponsored ADR)		4,511		389,480
Marathon Petroleum Corp.		1,931		91,568
Pembina Pipeline Corp.		1,654		59,580
Phillips 66		1,363		102,034
Royal Dutch Shell PLC (ADR)		8,357		367,959
TC Energy Corp.		2,759		143,803
TOTAL SA		17,109		739,491
Valero Energy Corp.		1,221		80,891
				3,838,381
Financials – 3.0%
Banks – 1.1%
AIB Group PLC		3,328		7,766
Bank Leumi Le-Israel BM		4,410		28,506
Bank of Nova Scotia (The)		3,567		186,608
Bendigo & Adelaide Bank Ltd.		950		5,736
BOC Hong Kong Holdings Ltd.		13,616		47,652
Canadian Imperial Bank of Commerce		1,314		100,010
Citizens Financial Group, Inc.		1,331		42,179
Comerica, Inc.		460		24,214

34    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
DBS Group Holdings Ltd.		5,678	$	99,275
Fifth Third Bancorp		2,124		51,826
Hang Seng Bank Ltd.		2,276		48,002
Huntington Bancshares, Inc./OH		3,026		37,129
KeyCorp		2,916		47,677
Oversea-Chinese Banking Corp., Ltd.		9,958		76,657
People’s United Financial, Inc.		1,562		21,852
Regions Financial Corp.		2,792		37,748
Seven Bank Ltd.		4,511		11,864
Truist Financial Corp.		4,018		185,391
United Overseas Bank Ltd.		3,897		69,556
				1,129,648
Capital Markets – 0.3%
3i Group PLC		3,114		40,990
Amundi SA(a)		201		14,443
ASX Ltd.		578		28,236
CI Financial Corp.		833		13,833
Eaton Vance Corp.		346		14,276
Franklin Resources, Inc.		883		19,214
IGM Financial, Inc.		469		12,506
Invesco Ltd.		1,148		16,531
Magellan Financial Group Ltd.		381		14,095
Schroders PLC		389		14,471
Singapore Exchange Ltd.		2,352		14,524
St. James’s Place PLC		1,530		20,286
Standard Life Aberdeen PLC		7,459		26,736
				250,141
Insurance – 1.6%
Admiral Group PLC		789		21,655
Allianz SE		1,268		276,234
American Financial Group, Inc./OH		233		21,534
Assicurazioni Generali SpA		3,289		59,371
Aviva PLC		11,449		52,442
Baloise Holding AG		135		21,830
CNP Assurances		728		11,441
Dai-ichi Life Holdings, Inc.		3,117		42,274
Direct Line Insurance Group PLC		3,771		15,032
Fidelity National Financial, Inc.		850		32,946
Gjensidige Forsikring ASA		332		6,747
Great-West Lifeco, Inc.		789		18,557
Hannover Rueck SE		177		32,049
iA Financial Corp., Inc.		313		14,899
Insurance Australia Group Ltd.		7,404		31,158
Legal & General Group PLC		18,086		61,273
Manulife Financial Corp.		5,552		93,316
Mapfre SA		5,140		11,561
Medibank Pvt Ltd.		9,393		17,547

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
MS&AD Insurance Group Holdings, Inc.		1,324	$	42,678
Power Corp. of Canada		1,967		43,480
Principal Financial Group, Inc.		832		36,932
Prudential PLC		7,599		126,329
Sampo Oyj – Class A		1,393		56,921
SCOR SE		637		23,070
Sompo Holdings, Inc.		982		36,293
Sun Life Financial, Inc.		1,728		74,656
Swiss Life Holding AG		104		47,748
T&D Holdings, Inc.		1,609		15,610
Tokio Marine Holdings, Inc.		2,008		107,304
Tryg A/S		382		10,718
Zurich Insurance Group AG		435		168,446
				1,632,051
				3,011,840
Industrials – 2.6%
Aerospace & Defense – 0.4%
BAE Systems PLC		9,204		72,804
Lockheed Martin Corp.		766		283,321
Meggitt PLC		1,917		13,500
Singapore Technologies Engineering Ltd.		4,564		13,825
				383,450
Air Freight & Logistics – 0.3%
Deutsche Post AG		2,898		87,224
Kuehne & Nagel International AG		149		21,811
United Parcel Service, Inc. – Class B		2,062		186,590
				295,625
Airlines – 0.0%
easyJet PLC		769		11,101
Japan Airlines Co., Ltd.		472		11,616
Qantas Airways Ltd.		1,389		5,080
				27,797
Building Products – 0.1%
Cie de Saint-Gobain		1,700		60,026
Commercial Services & Supplies – 0.0%
G4S PLC		5,012		11,098
Construction & Engineering – 0.2%
ACS Actividades de Construccion y Servicios SA(e)		775		23,109
Bouygues SA		769		30,421
CIMIC Group Ltd.		302		4,755
HOCHTIEF AG		110		10,975
Taisei Corp.		591		20,039
Vinci SA		1,664		168,143
				257,442

36    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Electrical Equipment – 0.4%
Eaton Corp. PLC		1,254	$	113,763
Emerson Electric Co.		1,840		117,962
Schneider Electric SE		1,832		186,130
				417,855
Industrial Conglomerates – 0.6%
3M Co.		1,721		256,842
CK Hutchison Holdings Ltd.		7,998		70,703
NWS Holdings Ltd.		3,555		4,393
Siemens AG		2,257		232,181
Smiths Group PLC		1,149		22,896
				587,015
Machinery – 0.3%
Amada Holdings Co., Ltd.		608		5,669
ANDRITZ AG		226		7,998
Cummins, Inc.		453		68,534
GEA Group AG		456		12,202
JTEKT Corp.		574		5,537
Komatsu Ltd.		2,703		54,008
Kone Oyj – Class B		957		54,207
Metso Oyj		351		11,422
NGK Insulators Ltd.		449		7,051
NSK Ltd.		736		5,569
PACCAR, Inc.		1,001		66,967
SKF AB – Class B		1,360		24,046
Sumitomo Heavy Industries Ltd.		238		5,135
Wartsila Oyj Abp		1,353		14,146
Weir Group PLC (The)		759		12,820
				355,311
Professional Services – 0.1%
Adecco Group AG		457		24,476
Randstad NV		437		22,515
SGS SA		15		37,464
				84,455
Road & Rail – 0.0%
Aurizon Holdings Ltd.		7,064		22,489
ComfortDelGro Corp., Ltd.		4,289		6,081
				28,570
Trading Companies & Distributors – 0.1%
ITOCHU Corp.		4,005		90,759
Transportation Infrastructure – 0.1%
Aena SME SA(a)		194		31,247
Auckland International Airport Ltd.		3,438		16,986
SATS Ltd.		1,926		5,623
				53,856
				2,653,259

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 2.3%
Diversified Telecommunication Services – 1.8%
AT&T, Inc.		21,824	$	768,641
BCE, Inc.		412		18,095
BT Group PLC		24,519		44,980
Elisa Oyj		374		21,543
Eutelsat Communications SA		851		11,499
HKT Trust & HKT Ltd. – Class SS		13,845		20,846
Nippon Telegraph & Telephone Corp.		4,050		94,486
Proximus SADP		422		10,480
Shaw Communications, Inc. – Class B		1,222		21,149
Singapore Telecommunications Ltd.		24,215		52,472
Spark New Zealand Ltd.		4,368		12,426
Swisscom AG		81		43,236
Telenor ASA		2,329		37,733
TELUS Corp.		540		19,488
Verizon Communications, Inc.		12,353		669,038
				1,846,112
Media – 0.2%
Interpublic Group of Cos., Inc. (The)		1,152		24,607
ITV PLC		9,763		14,837
Omnicom Group, Inc.		636		44,062
Publicis Groupe SA		674		26,211
WPP PLC		3,495		33,580
				143,297
Wireless Telecommunication Services – 0.3%
KDDI Corp.		5,143		145,308
NTT DOCOMO, Inc.		3,831		103,701
Rogers Communications, Inc. – Class B		1,052		48,209
				297,218
				2,286,627
Utilities – 2.0%
Electric Utilities – 1.3%
Alliant Energy Corp.		771		40,185
American Electric Power Co., Inc.		1,461		130,409
CK Infrastructure Holdings Ltd.		1,906		13,115
CLP Holdings Ltd.		4,847		51,216
Duke Energy Corp.		2,206		202,290
Edison International		1,032		69,340
EDP – Energias de Portugal SA		8,217		38,363
Endesa SA		924		23,776
Eversource Energy		1,004		86,806
Fortis, Inc./Canada		1,320		53,420
Fortum Oyj(e)		1,298		27,720
Iberdrola SA		17,704		202,679
OGE Energy Corp.		531		20,231

38    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Pinnacle West Capital Corp.		325	$	29,084
Power Assets Holdings Ltd.		4,254		30,516
PPL Corp.		2,227		66,832
Red Electrica Corp. SA		1,264		24,159
SSE PLC		3,196		62,834
Terna Rete Elettrica Nazionale SpA		3,992		26,390
Xcel Energy, Inc.		1,545		96,284
				1,295,649
Gas Utilities – 0.1%
Enagas SA		661		17,151
Snam SpA		5,799		28,754
				45,905
Multi-Utilities – 0.6%
Ameren Corp.		770		60,830
CMS Energy Corp.		840		50,753
Consolidated Edison, Inc.		969		76,377
DTE Energy Co.		525		58,627
National Grid PLC		10,276		129,536
Public Service Enterprise Group, Inc.		1,476		75,734
Sempra Energy		803		112,243
WEC Energy Group, Inc.		935		86,328
				650,428
				1,991,982
Information Technology – 1.7%
Communications Equipment – 0.5%
Cisco Systems, Inc.		12,786		510,545
Electronic Equipment, Instruments & Components – 0.0%
Venture Corp., Ltd.		580		6,991
IT Services – 0.4%
International Business Machines Corp.		2,652		345,158
Paychex, Inc.		986		76,395
Western Union Co. (The) – Class W		1,349		30,204
				451,757
Semiconductors & Semiconductor Equipment – 0.5%
ASM Pacific Technology Ltd.		467		5,648
Broadcom, Inc.		1,189		324,145
Maxim Integrated Products, Inc.		811		45,108
Tokyo Electron Ltd.		459		95,890
				470,791
Software – 0.0%
Micro Focus International PLC		991		9,438

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Technology Hardware, Storage & Peripherals – 0.3%
Canon, Inc.		2,971	$	74,772
HP, Inc.		4,440		92,308
Konica Minolta, Inc.		1,030		5,636
NetApp, Inc.		695		32,470
Seagate Technology PLC		691		33,134
Seiko Epson Corp.		937		13,136
				251,456
				1,700,978
Consumer Discretionary – 1.4%
Auto Components – 0.4%
Aisin Seiki Co., Ltd.		468		15,053
Autoliv, Inc.		239		15,948
Bridgestone Corp.		1,824		60,449
Cie Generale des Etablissements Michelin SCA – Class B		590		63,228
Continental AG		318		36,366
Denso Corp.		1,253		48,208
Faurecia SE		299		13,673
Magna International, Inc. – Class A (Canada)		917		41,736
NGK Spark Plug Co., Ltd.		713		11,576
Nokian Renkaat Oyj		454		11,818
Sumitomo Electric Industries Ltd.		2,180		25,732
Sumitomo Rubber Industries Ltd.		1,132		11,747
				355,534
Automobiles – 0.3%
Bayerische Motoren Werke AG		961		63,409
Bayerische Motoren Werke AG (Preference Shares)		226		11,718
General Motors Co.		3,873		118,126
Nissan Motor Co., Ltd.		6,548		28,064
Subaru Corp.		1,867		45,188
Yamaha Motor Co., Ltd.		819		12,928
				279,433
Distributors – 0.0%
Genuine Parts Co.		411		35,856
Hotels, Restaurants & Leisure – 0.3%
Carnival Corp.		1,203		40,252
Carnival PLC		508		16,068
Crown Resorts Ltd.		789		5,265
Darden Restaurants, Inc.		344		33,540
Flight Centre Travel Group Ltd.		234		5,019
Flutter Entertainment PLC		227		24,139
GVC Holdings PLC		1,688		17,355
Las Vegas Sands Corp.		1,041		60,701

40    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Sands China Ltd.		7,638	$	36,613
Sodexo SA		281		27,159
TUI AG		1,289		10,170
				276,281
Household Durables – 0.2%
Barratt Developments PLC		2,752		27,166
Electrolux AB – Class B		683		13,821
Iida Group Holdings Co., Ltd.		405		5,473
Leggett & Platt, Inc.		342		13,564
Nikon Corp.		533		5,444
Persimmon PLC		933		34,495
Sekisui House Ltd.		2,060		40,408
Taylor Wimpey PLC		9,380		24,769
Whirlpool Corp.		189		24,165
				189,305
Multiline Retail – 0.1%
Harvey Norman Holdings Ltd.		2,317		5,663
Kohl’s Corp.		565		22,120
Next PLC		435		34,285
Wesfarmers Ltd.		3,413		91,348
				153,416
Specialty Retail – 0.1%
Industria de Diseno Textil SA		3,153		98,370
Kingfisher PLC		6,591		16,171
				114,541
Textiles, Apparel & Luxury Goods – 0.0%
Hanesbrands, Inc.		1,118		14,802
Swatch Group AG (The) (REG)		263		11,378
Yue Yuen Industrial Holdings Ltd.		2,299		5,579
				31,759
				1,436,125
Materials – 1.2%
Chemicals – 0.6%
BASF SE		2,787		164,946
Covestro AG(a)		563		21,815
Daicel Corp.		1,406		12,078
Dow, Inc.		2,207		89,185
Eastman Chemical Co.		404		24,850
EMS-Chemie Holding AG		24		14,089
Evonik Industries AG		582		14,567
JSR Corp.		418		7,267
Kuraray Co., Ltd.		558		5,802
LyondellBasell Industries NV – Class A		793		56,668
Mitsubishi Chemical Holdings Corp.		3,747		25,050
Mitsubishi Gas Chemical Co., Inc.		442		6,613

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Mitsui Chemicals, Inc.		573	$	12,335
Nitto Denko Corp.		452		22,475
Nutrien Ltd.		1,632		65,961
Solvay SA		230		20,989
Sumitomo Chemical Co., Ltd.		4,361		15,892
Tosoh Corp.		486		6,577
				587,159
Construction Materials – 0.0%
Boral Ltd.		1,983		5,919
Containers & Packaging – 0.1%
AMCOR PLC		4,597		42,844
International Paper Co.		1,063		39,288
Packaging Corp. of America		273		24,739
Smurfit Kappa Group PLC		652		21,966
				128,837
Metals & Mining – 0.4%
Anglo American PLC		3,046		71,665
Boliden AB		801		16,822
Fortescue Metals Group Ltd.		4,494		30,017
Nippon Steel Corp.		2,335		26,137
Rio Tinto Ltd.		1,222		70,222
Rio Tinto PLC		3,416		160,824
voestalpine AG		195		4,246
				379,933
Paper & Forest Products – 0.1%
Mondi PLC		1,416		28,759
Stora Enso Oyj – Class R		1,697		20,111
UPM-Kymmene Oyj		1,579		48,589
				97,459
				1,199,307
Real Estate – 0.4%
Real Estate Management & Development – 0.4%
Aroundtown SA		3,652		31,728
CK Asset Holdings Ltd.		7,557		48,236
Daito Trust Construction Co., Ltd.		260		26,444
Daiwa House Industry Co., Ltd.		1,637		45,175
First Capital Real Estate Investment Trust		857		12,782
Hang Lung Properties Ltd.		6,171		13,698
Henderson Land Development Co., Ltd.		5,237		24,447
Hongkong Land Holdings Ltd.		3,411		16,915
New World Development Co., Ltd.		16,979		22,246
Sino Land Co., Ltd.		10,511		14,501
Sun Hung Kai Properties Ltd.		4,563		65,951
Swire Properties Ltd.		2,406		7,241

42    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Swiss Prime Site AG(e)		242	$	29,199
Wharf Real Estate Investment Co., Ltd.		3,510		16,169
				374,732
Total Common Stocks (cost $27,894,621)				27,445,726
PREFERRED STOCKS – 6.0%
Real Estate – 6.0%
Diversified REITs – 1.2%
Armada Hoffler Properties, Inc. Series A 6.75%		6,200		170,438
Colony Capital, Inc. Series H 7.125%		8,400		185,640
Colony Capital, Inc. Series I 7.15%		3,025		66,701
Colony Capital, Inc. Series J 7.125%		2,500		55,025
Gladstone Commercial Corp. Series E 6.625%		10,250		264,553
Global Net Lease, Inc. Series A 7.25%		5,900		149,801
Global Net Lease, Inc. Series B 6.875%		3,550		89,009
Investors Real Estate Trust Series C 6.625%		1,675		43,131
PS Business Parks, Inc. Series Z 4.875%		1,600		39,344
Spirit Realty Capital, Inc. Series A 6.00%		6,800		173,944
Vornado Realty Trust Series K 5.70%		1,600		40,256
				1,277,842
Hotel & Resort REITs – 1.2%
Ashford Hospitality Trust, Inc. Series F 7.375%		9,475		186,847

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Ashford Hospitality Trust, Inc. Series G 7.375%		1,000	$	19,110
Hersha Hospitality Trust Series C 6.875%		1,000		24,600
Hersha Hospitality Trust Series E 6.50%		12,600		306,180
Pebblebrook Hotel Trust Series C 6.50%		2,600		61,620
Pebblebrook Hotel Trust Series F 6.30%		5,600		129,976
Summit Hotel Properties, Inc. Series E 6.25%		10,500		251,790
Sunstone Hotel Investors, Inc. Series E 6.95%		4,000		102,640
Sunstone Hotel Investors, Inc. Series F 6.45%		6,300		159,705
				1,242,468
Industrial REITs – 0.5%
Monmouth Real Estate Investment Corp. Series C 6.125%		9,500		232,370
Rexford Industrial Realty, Inc. Series A 5.875%		2,250		56,407
Rexford Industrial Realty, Inc. Series B 5.875%		6,850		174,675
Rexford Industrial Realty, Inc. Series C 5.625%		4,000		100,400
				563,852
Office REITs – 0.2%
City Office REIT, Inc. Series A 6.625%		1,600		40,896
SL Green Realty Corp. Series I 6.50%		7,100		181,831
				222,727

44    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Real Estate Investment Trusts (discontinued) – 0.1%
Urstadt Biddle Properties, Inc. Series K 5.875%		2,500	$	63,000
Real Estate Operating Companies – 0.3%
Brookfield Property Partners LP Series A2 6.375%		12,000		297,480
Residential REITs – 0.5%
American Homes 4 Rent Series D 6.50%		400		10,364
American Homes 4 Rent Series F 5.875%		5,350		137,014
UMH Properties, Inc. Series C 6.75%		11,200		279,216
UMH Properties, Inc. Series D 6.375%		2,000		46,920
				473,514
Retail REITs – 1.6%
Brookfield Property REIT, Inc. Series A 6.375%		11,025		276,176
Cedar Realty Trust, Inc. Series C 6.50%		9,475		218,115
Saul Centers, Inc. Series D 6.125%		10,000		253,000
SITE Centers Corp. Series A 6.375%		15,800		416,172
Taubman Centers, Inc. Series J 6.50%		7,050		178,083
Urstadt Biddle Properties, Inc. Series H 6.25%		9,375		250,118
				1,591,664
Specialized REITs – 0.4%
Digital Realty Trust, Inc. Series L 5.20%		10,650		266,463

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    45

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
National Storage Affiliates Trust Series A 6.00%		3,000	$	80,400
QTS Realty Trust, Inc. Series A 7.125%		1,000		26,770
				373,633
Total Preferred Stocks (cost $6,126,122)				6,106,180
INVESTMENT COMPANIES – 5.2%
Funds and Investment Trusts – 5.2%(i)
C-Tracks ETNs based on Performance of the Miller/Howard MLP Fundamental Index		66,050		643,215
Dorsey Wright MLP Index ETNs		18,250		641,852
VanEck Vectors Mortgage REIT Income ETF		67,142		1,519,423
Vanguard Global ex-U.S. Real Estate ETF		22,621		1,224,701
Vanguard Real Estate ETF		14,666		1,280,782
Total Investment Companies (cost $5,751,851)				5,309,973
RIGHTS – 0.0%
Industrials – 0.0%
Construction & Engineering – 0.0%
ACS Actividades de Construccion y Servicios SA, expiring 03/03/2020(e) (cost $377)		775		341
	Principal Amount (000)
CORPORATES – NON-INVESTMENT GRADE – 0.1%
Financial Institutions – 0.1%
Insurance – 0.1%
Polaris Intermediate Corp. 8.50% (8.50% Cash or 9.25% PIK), 12/01/2022(a)(j) (cost $90,357)	$	90		76,501

46    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 3.2%
Investment Companies – 3.2%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(i)(k)(l) (cost $3,196,323)		3,196,323	$	3,196,323
Total Investments – 101.7% (cost $98,690,135)				102,685,427
Other assets less liabilities – (1.7)%				(1,701,566	)
Net Assets – 100.0%			$	100,983,861

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Amsterdam Index Futures		1		March 2020	$	119,026	$	(19,843	)
DAX Index Futures		1		March 2020		326,189		(42,877	)
Euro STOXX 50 Index Futures		10		March 2020		365,849		(46,850	)
Euro-CAC40 10 Futures		6		March 2020		351,487		(50,879	)
FTSE 100 Index Futures		6		March 2020		502,231		(52,756	)
FTSE/MIB Index Futures		1		March 2020		121,578		(7,947	)
IBEX 35 Index Futures		1		March 2020		95,970		(14,268	)
MSCI Singapore Index ETS Futures		13		March 2020		321,103		(16,872	)
OMXS 30 Index Futures		15		March 2020		260,879		(34,889	)
S&P 500 E-Mini Futures		48		March 2020		7,082,640		(712,758	)
S&P TSX 60 Index Futures		1		March 2020		144,712		(13,203	)
SPI 200 Futures		1		March 2020		103,808		(6,777	)
TOPIX Index Futures		4		March 2020		556,091		(49,063	)
U.S. T-Note 10 Yr (CBT) Futures		74		June 2020		9,971,500		165,088
Sold Contracts
10 Yr Australian Bond Futures		18		March 2020		1,755,353		(22,810	)
10 Yr Canadian Bond Futures		9		June 2020		956,960		(7,858	)
Euro-Bund Futures		1		March 2020		195,907		(5,730	)
Hang Seng Index Futures		1		March 2020		167,864		3,088
Long Gilt Futures		4		June 2020		694,412		(4,466	)
S&P 500 E-Mini Futures		5		March 2020		737,775		74,288
S&P/TSX 60 Index Futures		5		March 2020		723,561		23,510
SPI 200 Futures		1		March 2020		103,809		2,368
							$	(841,504	)

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    47

PORTFOLIO OF INVESTMENTS (continued)

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	COP	156,502	USD	47		03/19/2020	$	2,307
Bank of America, NA	RUB	20,035	USD	314		03/16/2020		15,714
Bank of America, NA	BRL	1,969	USD	438		03/03/2020		(2,622	)
Bank of America, NA	USD	245	NZD	384		03/19/2020		(5,273	)
Bank of America, NA	USD	465	BRL	1,969		03/03/2020		(24,296	)
Barclays Bank PLC	CNY	823	USD	117		05/21/2020		(190	)
Barclays Bank PLC	EUR	653	USD	728		04/08/2020		5,082
Barclays Bank PLC	EUR	514	USD	564		04/08/2020		(4,748	)
Barclays Bank PLC	USD	498	CAD	666		03/27/2020		(2,047	)
Barclays Bank PLC	USD	806	AUD	1,194		03/26/2020		(28,123	)
Barclays Bank PLC	USD	399	CNY	2,798		05/21/2020		1,216
Barclays Bank PLC	USD	513	NOK	4,824		03/12/2020		(760	)
Barclays Bank PLC	USD	241	TWD	7,175		05/21/2020		(1,470	)
Barclays Bank PLC	USD	176	PHP	8,941		03/12/2020		(1,010	)
Barclays Bank PLC	USD	678	RUB	41,925		03/16/2020		(52,743	)
Barclays Bank PLC	USD	633	INR	45,569		04/23/2020		(7,264	)
Barclays Bank PLC	USD	131	CLP	106,864		03/19/2020		(138	)
BNP Paribas SA	THB	8,300	USD	274		03/19/2020		11,362
BNP Paribas SA	AUD	1,560	USD	1,071		03/26/2020		53,777
BNP Paribas SA	CAD	986	USD	744		03/27/2020		9,126
BNP Paribas SA	USD	1,272	CAD	1,673		03/27/2020		(25,960	)
Citibank, NA	COP	582,741	USD	171		03/19/2020		5,375
Citibank, NA	HUF	356,210	USD	1,203		03/26/2020		39,290
Citibank, NA	BRL	5,042	USD	1,149		04/02/2020		23,608
Citibank, NA	BRL	5,042	USD	1,121		03/03/2020		(6,717	)
Citibank, NA	BRL	1,482	USD	339		03/03/2020		7,650
Citibank, NA	USD	329	BRL	1,482		03/03/2020		1,974
Citibank, NA	USD	1,151	BRL	5,042		03/03/2020		(23,396	)
Credit Suisse International	USD	903	SEK	8,824		03/12/2020		15,342
Credit Suisse International	USD	198	INR	14,217		04/23/2020		(2,964	)
Deutsche Bank AG	PEN	2,712	USD	815		03/19/2020		30,521
Goldman Sachs Bank USA	JPY	98,208	USD	903		04/09/2020		(9,205	)
Goldman Sachs Bank USA	RUB	9,882	USD	147		03/16/2020		(604	)
Goldman Sachs Bank USA	USD	525	BRL	2,368		04/02/2020		3,381
Goldman Sachs Bank USA	USD	160	TWD	4,795		05/21/2020		18
Goldman Sachs Bank USA	USD	288	RUB	18,095		03/16/2020		(17,985	)
HSBC Bank USA	CNY	5,248	USD	750		05/21/2020		(731	)
HSBC Bank USA	USD	221	TRY	1,390		03/30/2020		(537	)
JPMorgan Chase Bank, NA	KRW	260,316	USD	221		05/14/2020		3,756
JPMorgan Chase Bank, NA	JPY	72,857	USD	670		04/09/2020		(6,691	)
JPMorgan Chase Bank, NA	PHP	10,293	USD	201		03/12/2020		(656	)
JPMorgan Chase Bank, NA	SEK	6,389	USD	665		03/12/2020		(150	)
JPMorgan Chase Bank, NA	USD	580	CHF	560		03/18/2020		610
JPMorgan Chase Bank, NA	USD	748	CNY	5,248		05/21/2020		2,280
JPMorgan Chase Bank, NA	USD	930	SEK	8,706		03/12/2020		(23,211	)
JPMorgan Chase Bank, NA	USD	48	COP	156,502		03/19/2020		(3,546	)
Morgan Stanley & Co., Inc.	CLP	672,819	USD	883		03/19/2020		59,881
Morgan Stanley & Co., Inc.	KRW	25,398	USD	21		05/14/2020		263
Morgan Stanley & Co., Inc.	NOK	12,009	USD	1,364		03/12/2020		87,644
Morgan Stanley & Co., Inc.	BRL	5,529	USD	1,313		03/03/2020		76,400

48    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., Inc.	USD	714	TRY	4,301		03/30/2020	$	(33,374	)
Morgan Stanley & Co., Inc.	USD	1,229	BRL	5,529		03/03/2020		7,366
Morgan Stanley & Co., Inc.	USD	322	CLP	249,847		03/19/2020		(16,812	)
Morgan Stanley & Co., Inc.	USD	164	IDR	2,287,249		05/05/2020		(7,805	)
State Street Bank & Trust Co.	JPY	23,210	USD	212		04/09/2020		(3,770	)
State Street Bank & Trust Co.	CZK	8,703	USD	383		03/26/2020		4,945
State Street Bank & Trust Co.	ZAR	4,180	USD	266		04/08/2020		(352	)
State Street Bank & Trust Co.	THB	3,311	USD	107		03/19/2020		1,927
State Street Bank & Trust Co.	SEK	2,822	USD	293		03/12/2020		(1,229	)
State Street Bank & Trust Co.	SEK	4,164	USD	439		03/12/2020		5,052
State Street Bank & Trust Co.	NOK	1,629	USD	175		03/12/2020		1,680
State Street Bank & Trust Co.	PLN	1,462	USD	371		03/26/2020		(2,135	)
State Street Bank & Trust Co.	TRY	1,115	USD	184		03/30/2020		7,419
State Street Bank & Trust Co.	AUD	1,583	USD	1,054		03/26/2020		22,470
State Street Bank & Trust Co.	EUR	424	USD	472		04/08/2020		3,318
State Street Bank & Trust Co.	CAD	556	USD	417		03/27/2020		2,509
State Street Bank & Trust Co.	CHF	1,414	USD	1,461		03/18/2020		(6,261	)
State Street Bank & Trust Co.	NZD	603	USD	387		03/19/2020		10,465
State Street Bank & Trust Co.	EUR	296	USD	327		04/08/2020		(766	)
State Street Bank & Trust Co.	GBP	200	USD	263		03/13/2020		6,388
State Street Bank & Trust Co.	USD	894	CHF	867		03/18/2020		4,502
State Street Bank & Trust Co.	USD	39	CAD	50		03/27/2020		(1,013	)
State Street Bank & Trust Co.	USD	787	EUR	720		04/08/2020		9,133
State Street Bank & Trust Co.	USD	1,105	AUD	1,650		03/26/2020		(29,390	)
State Street Bank & Trust Co.	USD	1,018	NZD	1,542		03/19/2020		(53,913	)
State Street Bank & Trust Co.	USD	630	PLN	2,405		03/26/2020		(16,853	)
State Street Bank & Trust Co.	USD	731	EUR	653		04/08/2020		(8,175	)
State Street Bank & Trust Co.	USD	298	SEK	2,832		03/12/2020		(3,201	)
State Street Bank & Trust Co.	USD	639	NOK	5,680		03/12/2020		(34,874	)
State Street Bank & Trust Co.	USD	202	SEK	1,952		03/12/2020		880
State Street Bank & Trust Co.	USD	113	MXN	2,136		03/06/2020		(4,145	)
State Street Bank & Trust Co.	USD	348	ZAR	5,083		04/08/2020		(23,633	)
State Street Bank & Trust Co.	USD	384	CZK	8,703		03/26/2020		(6,371	)
State Street Bank & Trust Co.	USD	618	JPY	67,825		04/09/2020		11,944
State Street Bank & Trust Co.	USD	245	HUF	75,412		03/26/2020		1,186
State Street Bank & Trust Co.	USD	436	HUF	132,702		03/26/2020		(2,542	)
UBS AG	PHP	33,113	USD	650		03/12/2020		2,013
UBS AG	USD	607	MXN	11,577		03/06/2020		(18,871	)
							$	31,252

CALL OPTIONS WRITTEN (see Note D)

Description	Counterparty		Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(m)		Citibank, NA		110	EUR	3,550.00		March 2020	EUR	391	$	2,953	$	(3,076	)
FTSE 100 Index(m)		Citibank, NA		20	GBP	6,950.00		March 2020	GBP	139		1,285		(1,481	)
Nikkei 225 Index(m)		Goldman Sachs Bank USA		2,000	JPY	22,625.00		March 2020	JPY	45,250		1,669		(2,362	)
S&P 500 Index(m)		Goldman Sachs International		800	USD	3,060.00		March 2020	USD	2,448		92,800		(92,800	)
											$	98,707	$	(99,719	)

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    49

PORTFOLIO OF INVESTMENTS (continued)

PUT OPTIONS WRITTEN (see Note D)

Description	Counterparty		Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(m)		Citibank, NA		110	EUR	3,375.00		March 2020	EUR	371	$	19,148	$	(18,849	)
FTSE 100 Index(m)		Citibank, NA		20	GBP	6,600.00		March 2020	GBP	132		7,228		(6,937	)
Nikkei 225 Index(m)		Goldman Sachs Bank USA		2,000	JPY	20,875.00		March 2020	JPY	41,750		13,351		(12,246	)
S&P 500 Index(m)		Goldman Sachs International		800	USD	2,860.00		March 2020	USD	2,288		35,600		(35,600	)
											$	75,327	$	(73,632	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		(5.00	)%		Quarterly		3.85	%	USD	990	$	(57,584	)	$	(87,563	)	$	29,979

* Termination date

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
USD	2,810		06/17/24	1.760%	CPI#	Maturity	$	(42,267	)	$	—	$	(42,267	)
USD	1,970		01/15/25	1.671%	CPI#	Maturity		(21,377	)		—		(21,377	)
USD	488		01/15/25	1.637%	CPI#	Maturity		(5,475	)		—		(5,475	)
USD	1,092		01/15/25	1.673%	CPI#	Maturity		(14,278	)		—		(14,278	)
							$	(83,397	)	$	—	$	(83,397	)

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

50    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
USD	3,060		06/17/2021	3 Month LIBOR	1.907%	Quarterly/Semi-Annual	$	33,722		$	—		$	33,722
USD	820		09/10/2024	3 Month LIBOR	1.341%	Quarterly/Semi-Annual		16,527			—			16,527
USD	3,280		11/29/2024	3 Month LIBOR	1.535%	Quarterly/Semi-Annual		101,446			—			101,446
USD	1,230		01/15/2025	3 Month LIBOR	1.566%	Quarterly/Semi-Annual		35,292			—			35,292
USD	194		02/05/2025	3 Month LIBOR	1.361%	Quarterly/Semi-Annual		3,695			—			3,695
USD	436		02/06/2025	3 Month LIBOR	1.419%	Quarterly/Semi-Annual		9,546			—			9,546
SEK	1,810		11/13/2028	3 Month STIBOR	1.273%	Quarterly/Annual		18,049			—			18,049
CHF	680		11/13/2028	6 Month LIBOR	0.510%	Semi-Annual/ Annual		73,100			—			73,100
NZD	80		01/11/2029	3 Month BKBM	2.653%	Quarterly/Semi-Annual		6,667			—			6,667
NZD	410		05/07/2029	3 Month BKBM	2.193%	Quarterly/Semi-Annual		25,622			—			25,622
NOK	2,520		09/02/2029	6 Month NIBOR	1.520%	Semi-Annual/ Annual		(304	)		—			(304	)
USD	145		10/09/2029	3 Month LIBOR	1.476%	Quarterly/Semi-Annual		5,580			—			5,580
USD	145		10/09/2029	3 Month LIBOR	1.479%	Quarterly/Semi-Annual		5,622			—			5,622
NOK	1,000		10/28/2029	6 Month NIBOR	1.835%	Semi-Annual/ Annual		2,934			—			2,934
NOK	2,920		11/04/2029	6 Month NIBOR	1.861%	Semi-Annual/ Annual		9,295			—			9,295
NZD	1,790		12/17/2029	3 Month BKBM	1.730%	Quarterly/Semi-Annual		60,698			—			60,698
NZD	1,720		12/17/2029	3 Month BKBM	1.730%	Semi-Annual/ Quarterly		(58,252	)		(58,161	)		(91	)
NZD	890		12/24/2029	3 Month BKBM	1.780%	Quarterly/Semi-Annual		32,714			—			32,714
SEK	10,660		01/09/2030	3 Month STIBOR	0.613%	Quarterly/Annual		39,162			—			39,162
SEK	5,170		01/09/2030	3 Month STIBOR	0.613%	Annual/ Quarterly		(18,965	)		(18,060	)		(905	)
SEK	8,600		02/03/2030	3 Month STIBOR	0.459%	Quarterly/Annual		17,613			—			17,613
NOK	1,070		02/03/2030	6 Month NIBOR	1.753%	Semi-Annual/ Annual		2,347			—			2,347

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    51

PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
NOK	540		02/03/2030	6 Month NIBOR	1.753%	Annual/ Semi-Annual	$	(1,181	)	$	(927	)	$	(254	)
CHF	240		02/03/2030	6 Month LIBOR	(0.368)%	Semi-Annual/ Annual		4,568			(1	)		4,569
NOK	920		02/07/2030	6 Month NIBOR	1.805%	Semi-Annual/ Annual		2,522			—			2,522
NOK	920		02/07/2030	6 Month NIBOR	1.805%	Annual/ Semi-Annual		(2,518	)		(2,075	)		(443	)
CHF	360		02/07/2030	6 Month LIBOR	(0.332)%	Semi-Annual/ Annual		8,285			—			8,285
							$	433,786		$	(79,224	)	$	513,010

52    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive				Implied Credit Spread at February 29, 2020			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00	%	Monthly		6.66	%	USD	8	$	(656	)	$	(795	)	$	139
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	70		(5,738	)		(8,975	)		3,237
Credit Suisse International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	81		(6,641	)		(7,926	)		1,285
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	3		(246	)		(301	)		55
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	54		(4,422	)		(5,423	)		1,001
Sale Contracts
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	138		(11,313	)		(17,046	)		5,733
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	4		(328	)		(497	)		169
Goldman Sachs International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	149		(12,203	)		(21,494	)		9,291
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	69		(5,656	)		(6,553	)		897
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	7		(574	)		(894	)		320
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00		Monthly		6.66		USD	26		(2,132	)		(3,320	)		1,188
										$	(49,909	)	$	(73,224	)	$	23,315

* Termination date

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    53

PORTFOLIO OF INVESTMENTS (continued)

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			Payment Frequency Paid/ Received		Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		USD	1,653		09/20/2020		2.263	%		CPI	#		Maturity	$	(23,692	)	$	—	$	(23,692	)
Barclays Bank PLC		USD	1,685		10/15/2020		2.208	%		CPI	#		Maturity		(21,860	)		—		(21,860	)
Barclays Bank PLC		USD	847		10/15/2020		2.210	%		CPI	#		Maturity		(11,273	)		—		(11,273	)
Citibank, NA		USD	1,230		10/17/2020		2.220	%		CPI	#		Maturity		(16,382	)		—		(16,382	)
JPMorgan Chase Bank, NA		USD	1,501		08/30/2020		2.210	%		CPI	#		Maturity		(19,312	)		—		(19,312	)
JPMorgan Chase Bank, NA		USD	1,650		07/15/2024		2.165	%		CPI	#		Maturity		(59,730	)		—		(59,730	)
														$	(152,249	)	$	—	$	(152,249	)

# 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			Payment Frequency Paid/ Received		Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Citibank, NA		USD	195		10/09/2029		1.120	%		SIFMA	*		Quarterly	$	(5,766	)	$	—	$	(5,766	)
Citibank, NA		USD	195		10/09/2029		1.125	%		SIFMA	*		Quarterly		(5,867	)		—		(5,867	)
														$	(11,633	)	$	—	$	(11,633	)

* Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received				Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Pay Total Return on Reference Obligation
Morgan Stanley Capital Services LLC Swiss Marketing Index Future		0.00	%	Maturity		CHF		320		03/20/2020	$	25,563
Swiss Marketing Index Future		0.00	%	Maturity		CHF		215		03/20/2020		19,353
											$	44,916

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 29, 2020, the aggregate market value of these securities amounted to $5,436,604 or 5.4% of net assets.

54    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

(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 February 29, 2020 and the aggregate market value of this security amounted to $50,000 or 0.05% of net assets.

(c) When-Issued or delayed delivery security.

(d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.29% of net assets as of February 29, 2020, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017 8.00%, 12/01/2022		12/07/2017	$	209,799	$	202,514		0.20	%
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017A 7.75%, 12/01/2044		12/07/2017		100,000		91,605		0.09	%

(e) Non-income producing security.

(f) Defaulted matured security.

(g) Illiquid security.

(h) Defaulted.

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

(j) 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 February 29, 2020.

(k) Affiliated investments.

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

(m) One contract relates to 1 share.

As of February 29, 2020, 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 4.9% and 0.0%, respectively.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HUF – Hungarian Forint

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    55

PORTFOLIO OF INVESTMENTS (continued)

KRW – South Korean Won

MXN – Mexican Peso

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

THB – Thailand Baht

TRY – Turkish Lira

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

AGM – Assured Guaranty Municipal

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

CPI – Consumer Price Index

DAX – Deutscher Aktien Index (German Stock Index)

ETF – Exchange Traded Fund

ETM – Escrowed to Maturity

ETN – Exchange Traded Note

ETS – Emission Trading Scheme

FTSE – Financial Times Stock Exchange

IBEX – International Business Exchange

LIBOR – London Interbank Offered Rates

MIB – Milano Italia Borsa

MSCI – Morgan Stanley Capital International

NATL – National Interstate Corporation

NIBOR – Norwegian Interbank Offered Rate

OMXS – Stockholm Stock Exchange

PJSC – Public Joint Stock Company

REG – Registered Shares

REIT – Real Estate Investment Trust

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

See notes to financial statements.

56    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

STATEMENT OF ASSETS & LIABILITIES

February 29, 2020 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $95,493,812)	$	99,489,104
Affiliated issuers (cost $3,196,323)		3,196,323
Cash		77,272
Cash collateral due from broker		1,751,308
Foreign currencies, at value (cost $136,904)		136,520
Unaffiliated interest and dividends receivable		880,953
Unrealized appreciation on forward currency exchange contracts		559,774
Receivable for investment securities sold		319,084
Receivable for newly entered centrally cleared interest rate swaps		80,615
Unrealized appreciation on total return swaps		44,916
Receivable for shares of beneficial interest sold		32,468
Affiliated dividends receivable		5,891
Other assets		2,507
Total assets		106,576,735
Liabilities
Options written, at value (premiums received $174,034)		173,351
Payable for investment securities purchased and foreign currency transactions		2,756,615
Payable for terminated total return swaps		860,150
Payable for shares of beneficial interest redeemed		714,877
Unrealized depreciation on forward currency exchange contracts		528,522
Unrealized depreciation on inflation swaps		152,249
Payable for variation margin on futures		139,910
Market value on credit default swaps (net premiums received $73,224)		49,909
Advisory fee payable		21,227
Payable for variation margin on centrally cleared swaps		19,884
Distribution fee payable		16,960
Unrealized depreciation on interest rate swaps		11,633
Transfer Agent fee payable		5,996
Trustees’ fees payable		5,674
Accrued expenses and other liabilities		135,917
Total liabilities		5,592,874
Net Assets	$	100,983,861
Composition of Net Assets
Shares of beneficial interest, at par	$	82
Additional paid-in capital		98,325,968
Distributable earnings		2,657,811
	$	100,983,861

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	63,636,557		5,158,574	$	12.34	*
C	$	5,089,758		404,738	$	12.58
Advisor	$	32,257,546		2,610,731	$	12.36

* The maximum offering price per share for Class A shares was $12.89 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    57

STATEMENT OF OPERATIONS

Six Months Ended February 29, 2020 (unaudited)

Investment Income
Interest	$	1,082,247
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $22,346)		1,007,933
Affiliated issuers		19,464		$	2,109,644
Expenses
Advisory fee (see Note B)		291,153
Distribution fee—Class A		82,851
Distribution fee—Class B		992
Distribution fee—Class C		27,109
Transfer agency—Class A		25,784
Transfer agency—Class B		112
Transfer agency—Class C		2,207
Transfer agency—Advisor Class		13,215
Custodian		82,855
Audit and tax		38,283
Registration fees		29,263
Legal		19,741
Printing		19,582
Trustees’ fees		11,671
Miscellaneous		17,950
Total expenses		662,768
Less: expenses waived and reimbursed by the Adviser (see Note B)		(160,922	)
Net expenses					501,846
Net investment income					1,607,798
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)					26,539
Forward currency exchange contracts					240,837
Futures					1,084,180
Options written					(629,229	)
Swaps					(590,693	)
Foreign currency transactions					102,747
Net change in unrealized appreciation/depreciation of:
Investments(b)					(801,987	)
Forward currency exchange contracts					(50,022	)
Futures					(926,782	)
Options written					(171,397	)
Swaps					152,446
Foreign currency denominated assets and liabilities					108,206
Net loss on investment and foreign currency transactions					(1,455,155	)
Net Increase in Net Assets from Operations				$	152,643

(a) Net of foreign capital gains taxes of $14.

(b) Net of increase in accrued foreign capital gains taxes of $5,780.

See notes to financial statements.

58    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,607,798		$	3,024,235
Net realized gain on investment and foreign currency transactions		234,381			1,008,470
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,689,536	)		2,904,806
Net increase in net assets from operations		152,643			6,937,511
Distributions to Shareholders
Class A		(2,221,710	)		(4,034,999	)
Class B		(1,897	)		(29,949	)
Class C		(157,824	)		(347,801	)
Advisor Class		(1,175,084	)		(2,148,472	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		177,214			(8,588,886	)
Total decrease		(3,226,658	)		(8,212,596	)
Net Assets
Beginning of period		104,210,519			112,423,115
End of period	$	100,983,861		$	104,210,519

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    59

NOTES TO FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed All Market Income Portfolio (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A 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, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements

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or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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

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

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

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

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

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which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

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

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

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

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The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 29, 2020:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Long-Term Municipal Bonds	$	– 0	–	$	60,321,448		$	– 0	–	$	60,321,448
Short-Term Municipal Notes		– 0	–		228,935			– 0	–		228,935
Common Stocks:
Health Care		2,833,636			2,237,151			– 0	–		5,070,787
Consumer Staples		3,164,194			717,514			– 0	–		3,881,708
Energy		3,078,488			759,893			– 0	–		3,838,381
Financials		1,147,314			1,864,526			– 0	–		3,011,840
Industrials		1,093,979			1,559,280			– 0	–		2,653,259
Communication Services		1,624,788			661,839			– 0	–		2,286,627
Utilities		1,315,773			676,209			– 0	–		1,991,982
Information Technology		1,489,467			211,511			– 0	–		1,700,978
Consumer Discretionary		446,449			989,676			– 0	–		1,436,125
Materials		343,535			855,772			– 0	–		1,199,307
Real Estate		12,782			361,950			– 0	–		374,732
Preferred Stocks		6,106,180			– 0	–		– 0	–		6,106,180
Investment Companies		5,309,973			– 0	–		– 0	–		5,309,973
Rights		341			– 0	–		– 0	–		341
Corporates — Non-Investment Grade		– 0	–		76,501			– 0	–		76,501
Short-Term Investments		3,196,323			– 0	–		– 0	–		3,196,323
Total Investments in Securities		31,163,222			71,522,205			– 0	–		102,685,427
Other Financial Instruments(a):
Assets:
Futures		262,886			5,456			– 0	–		268,342	(b)
Forward Currency Exchange Contracts		– 0	–		559,774			– 0	–		559,774
Centrally Cleared Interest Rate Swaps		– 0	–		515,006			– 0	–		515,006	(b)
Total Return Swaps		– 0	–		44,916			– 0	–		44,916
Liabilities:
Futures		(766,826	)		(343,020	)		– 0	–		(1,109,846	)(b)
Forward Currency Exchange Contracts		– 0	–		(528,522	)		– 0	–		(528,522	)
Call Options Written		– 0	–		(99,719	)		– 0	–		(99,719	)
Put Options Written		– 0	–		(73,632	)		– 0	–		(73,632	)
Centrally Cleared Credit Default Swaps		– 0	–		(57,584	)		– 0	–		(57,584	)(b)
Centrally Cleared Inflation (CPI) Swaps		– 0	–		(83,397	)		– 0	–		(83,397	)(b)
Centrally Cleared Interest Rate Swaps		– 0	–		(81,220	)		– 0	–		(81,220	)(b)
Credit Default Swaps		– 0	–		(49,909	)		– 0	–		(49,909	)
Inflation (CPI) Swaps		– 0	–		(152,249	)		– 0	–		(152,249	)
Interest Rate Swaps		– 0	–		(11,633	)		– 0	–		(11,633	)
Total	$	30,659,282		$	71,166,472		$	– 0	–	$	101,825,754	(c)

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

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

(c) The amount of $9,657,601 for Long-Term Municipal Bonds was transferred out of Level 3 into Level 2 as improved transparency of price inputs received from pricing vendors has increased the observability during the reporting period.

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3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

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6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series 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 “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has contractually agreed to waive advisory fees and/or to bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transactions costs), on an annual basis (the “Expense Caps”) to .99%, 1.74% and .74% of the daily average net assets for the Class A, Class C and Advisor Class shares, respectively. For the six months ended February 29, 2020, such reimbursement amounted to $159,723. The Expense Caps will remain in effect through December 31, 2020.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $19,695 for the six months ended February 29, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares.

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The Distributor has advised the Fund that it has retained front-end sales charges of $615 from the sale of Class A shares and received $92 and $64 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 29, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of ..20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 29, 2020, such waiver amounted to $1,199.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 29, 2020 is as follows:

Fund	Market Value 8/31/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/29/20 (000)		Dividend Income (000)
Government Money Market Portfolio	$	2,371	$	19,359	$	18,534	$	3,196	$	19

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares

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and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

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

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities Exchange Commission as being a “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

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NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 29, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	19,145,912		$	15,669,193
U.S. government securities		– 0	–		– 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 are as follows:

Gross unrealized appreciation	$	9,075,543
Gross unrealized depreciation		(5,525,879	)
Net unrealized appreciation	$	3,549,664

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily

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

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

During the six months ended February 29, 2020, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended February 29, 2020, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

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• Option Transactions

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

The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could

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result in the Fund selling or buying a security or currency at a price different from the current market value.

During the six months ended February 29, 2020, the Fund held written options for hedging and non-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates. The Fund 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 Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

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

Interest Rate Swaps:

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

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest

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NOTES TO FINANCIAL STATEMENTS (continued)

rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the six months ended February 29, 2020, the Fund 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 Fund 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 there are unexpected inflation increases.

During the six months ended February 29, 2020, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

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NOTES TO FINANCIAL STATEMENTS (continued)

entered into by the Fund for the same referenced obligations with the same counterparty.

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

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

During the six months ended February 29, 2020, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the six months ended February 29, 2020, the Fund held total return swaps for non-hedging purposes.

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NOTES TO FINANCIAL STATEMENTS (continued)

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

During the six months ended February 29, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	165,088	*	Receivable/Payable for variation margin on futures	$	40,864	*
Equity contracts	Receivable/Payable for variation margin on futures		103,254	*	Receivable/Payable for variation margin on futures		1,068,982	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		29,979	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		515,007	*	Receivable/Payable for variation margin on centrally cleared swaps		85,394	*

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NOTES TO FINANCIAL STATEMENTS (continued)

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts	$	559,774	Unrealized depreciation on forward currency exchange contracts	$	528,522
Equity contracts				Options written, at value		173,351
Interest rate contracts				Unrealized depreciation on interest rate swaps		11,633
Interest rate contracts				Unrealized depreciation on inflation swaps		152,249
Credit contracts				Market value on credit default swaps		49,909
Equity contracts	Unrealized appreciation on total return swaps		44,916
Total		$	1,418,018		$	2,110,904

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	104,714	$	142,890
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		979,466		(1,069,672	)

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NOTES TO FINANCIAL STATEMENTS (continued)

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	240,837		$	(50,022	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(629,229	)		(171,397	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		64,928			70,043
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		13,569			37,487
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(669,190	)		44,916
Total		$	105,095		$	(995,755	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 29, 2020:

Futures:
Average notional amount of buy contracts	$	20,309,248
Average notional amount of sale contracts	$	6,140,132
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	23,021,495
Average principal amount of sale contracts	$	22,682,150
Options Written:
Average notional amount	$	21,818,670
Interest Rate Swaps:
Average notional amount	$	489,585	(a)
Inflation Swaps:
Average notional amount	$	10,760,000

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NOTES TO FINANCIAL STATEMENTS (continued)

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	13,363,864
Centrally Cleared Inflation Swaps:
Average notional amount	$	4,442,857
Credit Default Swaps:
Average notional amount of sale contracts	$	609,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	990,000	(b)
Total Return Swaps:
Average notional amount	$	36,727,848

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

(b) Positions were open for three months during the period.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of February 29, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

Bank of America, NA

$

18,021

$

(18,021

)

$

– 0

–

$

– 0

–

$

– 0

–

Barclays Bank PLC

6,298

(6,298

)

– 0

–

– 0

–

– 0

–

BNP Paribas SA

74,265

(25,960

)

– 0

–

– 0

–

48,305

Citibank, NA

77,897

(77,897

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

15,342

(15,342

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

30,521

– 0

–

– 0

–

– 0

–

30,521

Goldman Sachs Bank USA/Goldman Sachs International

3,399

(3,399

)

– 0

–

– 0

–

– 0

–

JPMorgan Chase Bank, NA

6,646

(6,646

)

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co., Inc./Morgan Stanley Capital Services LLC

276,470

(57,991

)

– 0

–

– 0

–

218,479

State Street Bank & Trust Co.

93,818

(93,818

)

– 0

–

– 0

–

– 0

–

UBS AG

2,013

(2,013

)

– 0

–

– 0

–

– 0

–

Total

$

604,690

$

(307,385

)

$

– 0

–

$

– 0

–

$

297,305

^

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NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	32,191	$	(18,021	)	$	– 0	–	$	– 0	–	$	14,170
Barclays Bank PLC		155,318		(6,298	)		– 0	–		– 0	–		149,020
BNP Paribas SA		25,960		(25,960	)		– 0	–		– 0	–		– 0	–
Citibank, NA		88,471		(77,897	)		– 0	–		– 0	–		10,574
Citigroup Global Markets, Inc.		6,394		– 0	–		– 0	–		– 0	–		6,394
Credit Suisse International		25,914		(15,342	)		– 0	–		– 0	–		10,572
Goldman Sachs Bank USA/Goldman Sachs International		191,367		(3,399	)		(187,968	)		– 0	–		– 0	–
HSBC Bank USA		1,268		– 0	–		– 0	–		– 0	–		1,268
JPMorgan Chase Bank, NA		113,296		(6,646	)		(106,650	)		– 0	–		– 0	–
Morgan Stanley & Co., Inc./Morgan Stanley Capital Services LLC		57,991		(57,991	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		198,623		(93,818	)		– 0	–		– 0	–		104,805
UBS AG		18,871		(2,013	)		– 0	–		– 0	–		16,858
Total	$	915,664	$	(307,385	)	$	(294,618	)	$	– 0	–	$	313,661	^

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

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

2. Currency Transactions

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

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class A
Shares sold		180,703			98,859		$	2,358,082		$	1,184,752
Shares issued in reinvestment of dividends and distributions		151,683			303,032			1,959,271			3,579,464
Shares converted from Class B		42,297			7,222			546,700			88,478
Shares converted from Class C		31,993			137,933			412,475			1,720,815
Shares redeemed		(347,033	)		(884,188	)		(4,487,262	)		(10,679,260	)
Net increase (decrease)		59,643			(337,142	)	$	789,266		$	(4,105,751	)
Class B
Shares sold		225			3,036		$	2,968		$	38,131
Shares issued in reinvestment of dividends and distributions		133			2,326			1,757			27,985
Shares converted to Class A		(41,244	)		(7,049	)		(546,700	)		(88,478	)
Shares redeemed		(314	)		(4,521	)		(4,148	)		(55,632	)
Net decrease		(41,200	)		(6,208	)	$	(546,123	)	$	(77,994	)
Class C
Shares sold		16,402			39,486		$	216,141		$	489,541
Shares issued in reinvestment of dividends and distributions		10,623			26,440			139,801			316,063
Shares converted to Class A		(31,402	)		(135,523	)		(412,475	)		(1,720,815	)
Shares redeemed		(17,352	)		(76,278	)		(228,594	)		(962,037	)
Net decrease		(21,729	)		(145,875	)	$	(285,127	)	$	(1,877,248	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Advisor Class
Shares sold		310,477			395,600		$	4,024,048		$	4,802,530
Shares issued in reinvestment of dividends and distributions		70,454			152,930			911,605			1,807,364
Shares redeemed		(366,268	)		(745,910	)		(4,716,455	)		(9,137,787	)
Net increase (decrease)		14,663			(197,380	)	$	219,198		$	(2,527,893	)

NOTE F

Risks Involved in Investing in the Fund

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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NOTES TO FINANCIAL STATEMENTS (continued)

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

High Yield Debt 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 perceptions of the junk bond market generally and less secondary market liquidity.

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

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.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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.

Real Estate Risk—The Fund’s investments in the real estate market 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 real estate investment trusts, or “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.

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

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

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.

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

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification

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NOTES TO FINANCIAL STATEMENTS (continued)

provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 29, 2020.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2020 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2019 and August 31, 2018 were as follows:

	2019		2018
Distributions paid from:
Ordinary income	$	5,393,455	$	4,653,335
Long-term capital gains		829,397		6,716,865
Total taxable distributions	$	6,222,852	$	11,370,200
Tax-exempt distributions		338,369		3,033,397
Total distributions paid	$	6,561,221	$	14,403,597

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NOTES TO FINANCIAL STATEMENTS (continued)

As of August 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,888,647	(a)
Accumulated capital and other losses		(613,946	)(b)
Unrealized appreciation/(depreciation)		4,786,983	(c)
Total accumulated earnings/(deficit)	$	6,061,684

(a) Includes tax-exempt income of $1,534,409.

(b) As of August 31, 2019, the Fund had a net capital loss carryforward of $606,565. As of August 31, 2019, the cumulative deferred loss on straddles was $7,381.

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2019, the Fund had a net short-term capital loss carryforward of $606,565, which may be carried forward for an indefinite period.

NOTE I

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Fund has adopted ASU 2017-08, which did not have a material impact on the Fund’s financial position or the results of its operations, and had no impact on the Fund’s net assets.

NOTE J

Subsequent Events

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

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FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.75			$  12.68			$  13.93			$  13.20			$  13.32			$  14.13
Income From Investment Operations
Net investment income(a)(b)		.19			.35			.36			.34	†		.17			.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.16	)		.49			(.01	)		.65			.37			(.49	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		.03			.84			.35			.99			.54			(.30	)
Less: Dividends and Distributions
Dividends from net investment income		(.44	)		(.37	)		(.69	)		(.19	)		(.21	)		(.06	)
Distributions from net realized gain on investment transactions		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)
Total dividends and distributions		(.44	)		(.77	)		(1.60	)		(.26	)		(.66	)		(.51	)
Net asset value, end of period		$  12.34			$  12.75			$  12.68			$  13.93			$  13.20			$  13.32
Total Return
Total investment return based on net asset value(d)*		.09	%		7.22	%		2.54	%+		7.64	%†+		4.19	%		(2.19	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$  63,636			$  64,994			$  68,946			$  77,486			$  73,526			$  79,242
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.99	%^		.99	%		.99	%		1.08	%		1.13	%		1.13	%
Expenses, before waivers/reimbursements(e)(f)‡		1.29	%^		1.35	%		1.31	%		1.25	%		1.19	%		1.18	%
Net investment income(b)		3.00	%^		2.85	%		2.77	%		2.57	%†		1.31	%		1.39	%
Portfolio turnover rate		16	%		22	%		50	%		85	%		25	%		29	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.02	%		.04	%		.11	%		.16	%		.17	%

See footnote summary on page 91.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.98			$  12.90			$  13.93			$  13.19			$  13.30			$  14.17
Income From Investment Operations
Net investment income(a)(b)		.15			.26			.27			.23	†		.07			.09
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.17	)		.49			(.02	)		.66			.37			(.50	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		(.02	)		.75			.25			.89			.44			(.41	)
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		(.27	)		(.37	)		(.08	)		(.10	)		(.01	)
Distributions from net realized gain on investment transactions		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)
Total dividends and distributions		(.38	)		(.67	)		(1.28	)		(.15	)		(.55	)		(.46	)
Net asset value, end of period		$  12.58			$  12.98			$  12.90			$  13.93			$  13.19			$  13.30
Total Return
Total investment return based on net asset value(d)*		(.23	)%		6.33	%		1.83	%+		6.82	%†+		3.40	%		(2.96	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$  5,090			$  5,537			$  7,383			$  11,986			$  24,955			$  27,177
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.74	%^		1.74	%		1.74	%		1.86	%		1.89	%		1.88	%
Expenses, before waivers/reimbursements(e)(f)‡		2.05	%^		2.10	%		2.05	%		1.99	%		1.94	%		1.94	%
Net investment income(b)		2.25	%^		2.11	%		2.02	%		1.72	%†		.56	%		.63	%
Portfolio turnover rate		16	%		22	%		50	%		85	%		25	%		29	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.02	%		.04	%		.11	%		.16	%		.17	%

See footnote summary on page 91.

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FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  12.77			$  12.70			$  13.96			$  13.24			$  13.36			$  14.16
Income From Investment Operations
Net investment income(a)(b)		.21			.38			.39			.37	†		.20			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.17	)		.49			.00	(c)		.64			.38			(.49	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		.04			.87			.39			1.01			.58			(.27	)
Less: Dividends and Distributions
Dividends from net investment income		(.45	)		(.40	)		(.74	)		(.22	)		(.25	)		(.08	)
Distributions from net realized gain on investment transactions		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)
Total dividends and distributions		(.45	)		(.80	)		(1.65	)		(.29	)		(.70	)		(.53	)
Net asset value, end of period		$  12.36			$  12.77			$  12.70			$  13.96			$  13.24			$  13.36
Total Return
Total investment return based on net asset value(d)*		.21	%		7.48	%		2.95	%		7.84	%†+		4.48	%		(1.96	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$  32,258			$  33,141			$  35,479			$  39,646			$  39,382			$  40,917
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.74	%^		.74	%		.74	%		.84	%		.89	%		.88	%
Expenses, before waivers/reimbursements(e)(f)‡		1.04	%^		1.10	%		1.06	%		1.00	%		.94	%		.94	%
Net investment income(b)		3.25	%^		3.10	%		3.02	%		2.81	%†		1.55	%		1.61	%
Portfolio turnover rate		16	%		22	%		50	%		85	%		25	%		29	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.02	%		.04	%		.11	%		.16	%		.17	%

See footnote summary on page 91.

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FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. 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) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the year ended August 31, 2017, such waiver amounted to .04%.

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

Six Months Ended February 29, 2020 (unaudited)

Year Ended August 31,

2019

2018

2017

2016

2015

Class A

Net of waivers/reimbursements

N/A

N/A

.99

%

N/A

N/A

N/A

Before waivers

N/A

N/A

1.30

%

N/A

N/A

N/A

Class C

Net of waivers

N/A

N/A

1.74

%

N/A

N/A

N/A

Before waivers

N/A

N/A

2.04

%

N/A

N/A

N/A

Advisor Class

Net of waivers

N/A

N/A

.74

%

N/A

N/A

N/A

Before waivers

N/A

N/A

1.05

%

N/A

N/A

N/A

† For the year ended August 31, 2017, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.012	.09%	.09%

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018, August 31, 2017, August 31, 2016 and August 31, 2015 by .01%, .01%, .02% and .05%, respectively.

+ The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

^ Annualized.

See notes to financial statements

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Morgan C. Harting⁽²⁾, Vice President Daniel J. Loewy⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer 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 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036

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 Multi-Asset Solutions Team. Messrs. Harting and Loewy are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

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Operation and Effectiveness of the Funds’ Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed All Market Income Portfolio (formerly AB Tax-Managed Balanced Wealth Strategy) (the “Fund”) at a meeting held on July 30-31, 2019 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

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research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

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Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class

96    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    97

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio¹

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

1 Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

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NOTES

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    99

NOTES

100    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO abfunds.com

AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TAMI-0152-0220                

FEB    ^02.29.20

SEMI-ANNUAL REPORT

AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

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

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Tax-Managed Wealth Appreciation Strategy (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

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

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 13, 2020

This report provides management’s discussion of fund performance for AB Tax-Managed Wealth Appreciation Strategy for the semi-annual reporting period ended February 29, 2020.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED WEALTH APPRECIATION STRATEGY
Class A Shares		0.06%		2.28%
Class C Shares		-0.28%		1.56%
Advisor Class Shares1		0.24%		2.58%
MSCI ACWI (net)		1.13%		3.89%

1 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.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended February 29, 2020.

For both periods, all share classes underperformed the benchmark, before sales charges. During the six-month period, small-cap equities across the world continued to underperform as investors sought the lower risk profile of large-cap equities in this volatile period. The Fund’s overweight to this segment of the market detracted, relative to the benchmark, as did its underweight to emerging markets, which outperformed. Weaker stock selection among US equities was only partially offset by positive stock selection in international and emerging-market equities.

During the 12-month period, the Fund’s allocation to smaller cap equities, both in the US and outside of the US, detracted from performance. In addition, stock selection was a detractor, especially within US large-cap equities, US small-cap equities and non-US small-cap equities. Stronger stock selection in international large-cap equities and emerging markets helped improve the relative performance somewhat.

The Fund did not use derivatives during either period.

2    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market equities rose modestly during the six-month period ended February 29, 2020, as the economic impact of the novel coronavirus, which causes the disease known as COVID-19, took a toll on global markets and pared back earlier double-digit gains. Equity markets experienced heightened volatility, and global economic weakness persisted throughout the early part of the period. The overall outlook for investors was balanced by a potential resolution to the US-China trade dispute and supportive monetary policy from the US Federal Reserve (the “Fed”) and global central banks, as well as improving economic data. The much-anticipated phase-one US-China trade accord and strong corporate earnings sparked a rally that sent global markets higher; however, the onset of COVID-19 touched off increased volatility as investors struggled to discern the severity of its impact. Markets rose to all-time highs in mid-February, buoyed by the belief that the fallout from the coronavirus outbreak would be short-lived. Early efforts to contain the virus outside of China proved ineffective and, as it spread across the globe, manufacturing production and worldwide supply chains suffered, causing markets to retract dramatically. Global equity markets declined dramatically at the end of the period, including the US. Emerging-market countries more closely tied to commodities, such as Brazil, Chile, Russia and South Africa, faced outsized pressure. For the most part, growth stocks continued to outperform value over the entire period, and large-cap stocks outperformed their small-cap peers.

Global fixed-income markets advanced over the six-month period. Long-dated developed-market treasuries were robust performers, given their interest-rate sensitivity, even as yields trended higher in September before beginning to fall in January. US interest rates fell near record lows in February as COVID-19 impacted trade and market expectations, which drove oil prices sharply lower. Investment-grade corporate bonds outperformed in the US and globally, along with global high-yield bonds and securitized assets, while US high-yield and emerging-market sovereigns posted positive results but trailed the overall global fixed-income market. The Fed lowered interest rates two times during the period and increased its balance sheet to manage liquidity in the repurchase-agreement market. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing. The Bank of Japan issued guidance for the continuation of low rates, and the Japanese government implemented a significant fiscal stimulus program in December. China announced substantive monetary and fiscal measures to combat the economic impact from the coronavirus, while central bankers and governments signaled more monetary and fiscal measures to boost economic growth in the wake of declining trade, disrupted supply chains and resulting industry headwinds.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    3

Growing turmoil from the spread of the coronavirus, and the potential for an enduring and significant adverse impact on global economies, have driven a sharp increase in volatility across markets and a strong flight to quality. The Adviser will continue to monitor the evolving situation and its impact on client portfolios closely.

The Fund’s Senior Investment Management Team (the “Team”) seeks improved equity risk control by utilizing the Adviser’s Strategic Equities services as the core equity allocation to US and international markets. This diversified exposure across equity markets and emphasis on a broad set of stocks, which includes companies with historical and projected stable earnings and higher profitability, eliminates the need for diversifiers to limit volatility. The Team believes this allocation offers the potential to achieve higher returns, with similar levels of volatility, increasing risk-adjusted returns in an all-equity service to meet the long-term growth goal—growth of capital.

INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”) and Tax-Managed International Portfolio of Sanford C. Bernstein Fund, Inc. (“SCB Tax-Managed International Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that

(continued on next page)

4    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

historically have provided some indication of favorable future returns, including metrics related to valuation, quality, investor behavior and corporate behavior.

Bernstein International Strategic Equities Portfolio and SCB Tax-Managed International Portfolio focus on investing in non-US large-cap and mid-cap equity securities. Bernstein International Strategic Equities Portfolio follows a strategy similar to US Strategic Equities, but in the international context. In managing SCB Tax-Managed International Portfolio, the Adviser selects stocks by drawing on the capabilities of its separate investment teams specializing in different investment disciplines, including value, growth, stability and others.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Adviser may employ currency hedging strategies in the Fund or the Underlying Portfolios, including the use of currency-related derivatives, to seek to reduce currency risk in the Fund or the Underlying Portfolios, but it is not required to do so.

The Fund seeks to maximize after-tax returns to shareholders by taking into account the tax impact of buy and sell investment decisions on its shareholders. For example, the Adviser may sell certain securities in order to realize capital losses. Capital losses may be used to offset realized capital gains. To minimize capital gains distributions, the Adviser may sell securities in the Fund with the highest cost basis. The Adviser may monitor the length of time the Fund has held an investment to evaluate whether the investment should be sold at a short-term gain or held for a longer period so that the gain on the investment will be taxed at the lower long-term rate. In making this decision, the Adviser considers whether, in its judgment, the risk of continued exposure to the investment is worth the tax savings of a lower capital gains rate. There can be no assurance that any of these strategies will be effective or that their use will not adversely affect the gross returns of the Fund.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    5

DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI ACWI is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. 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. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. 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 market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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

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DISCLOSURES AND RISKS (continued)

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

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.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets, or financial resources.

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

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 for the Fund, but there is no guarantee that its techniques will produce the intended results. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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 as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to July 14, 2017 is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    7

DISCLOSURES AND RISKS (continued)

offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: 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.

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		2.28%		-2.06%
5 Years		4.62%		3.72%
10 Years		7.35%		6.89%
CLASS C SHARES
1 Year		1.56%		0.58%
5 Years		3.85%		3.85%
10 Years		6.56%		6.56%
ADVISOR CLASS SHARES1
1 Year		2.58%		2.58%
5 Years		4.89%		4.89%
10 Years		7.63%		7.63%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.38%, 2.13% and 1.13% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.02%, 1.77% and 0.77% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2020. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. 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.

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    9

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-16.93%
5 Years		0.73%
10 Years		4.56%
CLASS C SHARES
1 Year		-14.74%
5 Years		0.84%
10 Years		4.26%
ADVISOR CLASS SHARES1
1 Year		-13.03%
5 Years		1.86%
10 Years		5.30%

1 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.

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HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	Returns
CLASS A SHARES
1 Year		-17.93%
5 Years		-0.87%
10 Years		3.54%
CLASS C SHARES
1 Year		-15.56%
5 Years		-0.53%
10 Years		3.44%
ADVISOR CLASS SHARES1
1 Year		-14.13%
5 Years		0.17%
10 Years		4.20%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	Returns
CLASS A SHARES
1 Year		-9.17%
5 Years		0.53%
10 Years		3.57%
CLASS C SHARES
1 Year		-7.96%
5 Years		0.67%
10 Years		3.35%
ADVISOR CLASS SHARES1
1 Year		-6.79%
5 Years		1.38%
10 Years		4.15%

1 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.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    11

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.

12    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2019		Ending Account Value February 29, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,000.60	$	3.13		0.63	%	$	5.07		1.02	%
Hypothetical**	$	1,000	$	1,021.73	$	3.17		0.63	%	$	5.12		1.02	%
Class C
Actual	$	1,000	$	997.20	$	6.85		1.38	%	$	8.79		1.77	%
Hypothetical**	$	1,000	$	1,018.00	$	6.92		1.38	%	$	8.87		1.77	%
Advisor Class
Actual	$	1,000	$	1,002.40	$	1.89		0.38	%	$	3.83		0.77	%
Hypothetical**	$	1,000	$	1,022.97	$	1.91		0.38	%	$	3.87		0.77	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    13

PORTFOLIO SUMMARY

February 29, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $677.2

1 All data are as of February 29, 2020. The Fund’s security type and sector breakdowns are 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). Sectors shown include investments of Underlying Portfolios.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

14    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS

February 29, 2020 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 52.1%
Information Technology – 12.7%
Communications Equipment – 0.6%
Cisco Systems, Inc.		98,241	$	3,922,763
F5 Networks, Inc.(a)		4,994		599,030
				4,521,793
Electronic Equipment, Instruments & Components – 0.4%
CDW Corp./DE		22,267		2,543,337
IT Services – 2.5%
Automatic Data Processing, Inc.		16,103		2,491,778
Fidelity National Information Services, Inc.		20,021		2,797,334
PayPal Holdings, Inc.(a)		21,834		2,357,854
Visa, Inc. – Class A		50,990		9,267,942
				16,914,908
Semiconductors & Semiconductor Equipment – 2.0%
Broadcom, Inc.		12,149		3,312,060
Intel Corp.		41,446		2,301,082
KLA Corp.		13,521		2,078,313
Texas Instruments, Inc.		34,825		3,974,926
Xilinx, Inc.		20,402		1,703,363
				13,369,744
Software – 5.1%
Adobe, Inc.(a)		10,165		3,508,145
Check Point Software Technologies Ltd.(a)		14,948		1,551,602
Citrix Systems, Inc.		14,592		1,508,667
Microsoft Corp.		140,991		22,841,952
Oracle Corp.		76,069		3,762,373
VMware, Inc. – Class A(a)		12,324		1,485,288
				34,658,027
Technology Hardware, Storage & Peripherals – 2.1%
Apple, Inc.		51,172		13,988,378
Xerox Holdings Corp.(a)		9,720		312,984
				14,301,362
				86,309,171
Health Care – 7.9%
Biotechnology – 0.9%
Gilead Sciences, Inc.		412		28,577
Regeneron Pharmaceuticals, Inc.(a)		5,818		2,586,508
Vertex Pharmaceuticals, Inc.(a)		14,597		3,270,166
				5,885,251
Health Care Equipment & Supplies – 1.3%
Edwards Lifesciences Corp.(a)		16,513		3,382,523
Intuitive Surgical, Inc.(a)		2,145		1,145,344
Medtronic PLC		45,885		4,619,243
				9,147,110

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care Providers & Services – 1.9%
Anthem, Inc.		15,728	$	4,043,511
UnitedHealth Group, Inc.		33,510		8,543,710
				12,587,221
Pharmaceuticals – 3.8%
Johnson & Johnson		35,479		4,771,216
Merck & Co., Inc.		45,791		3,505,759
Novo Nordisk A/S (Sponsored ADR)		41,912		2,436,345
Pfizer, Inc.		153,987		5,146,245
Roche Holding AG (Sponsored ADR)		141,173		5,631,391
Zoetis, Inc.		31,748		4,229,786
				25,720,742
				53,340,324
Financials – 7.5%
Banks – 4.1%
Bank of America Corp.		266,733		7,601,890
Citigroup, Inc.		68,462		4,344,599
JPMorgan Chase & Co.		66,180		7,684,160
PNC Financial Services Group, Inc. (The)		17,226		2,177,366
Wells Fargo & Co.		140,959		5,758,175
				27,566,190
Capital Markets – 0.7%
Goldman Sachs Group, Inc. (The)		21,828		4,382,408
S&P Global, Inc.		1,777		472,522
				4,854,930
Consumer Finance – 0.3%
Capital One Financial Corp.		4,640		409,526
Synchrony Financial		45,614		1,327,368
				1,736,894
Diversified Financial Services – 0.8%
Berkshire Hathaway, Inc. – Class B(a)		26,690		5,507,215
Insurance – 1.6%
Everest Re Group Ltd.		7,351		1,822,166
Fidelity National Financial, Inc.		44,919		1,741,060
Progressive Corp. (The)		69,595		5,091,570
Reinsurance Group of America, Inc. – Class A		19,398		2,367,138
				11,021,934
				50,687,163
Communication Services – 6.2%
Diversified Telecommunication Services – 1.6%
Comcast Corp. – Class A		169,983		6,872,413
Verizon Communications, Inc.		77,507		4,197,779
				11,070,192
Entertainment – 0.5%
Electronic Arts, Inc.(a)		27,876		2,825,790
Walt Disney Co. (The)		6,142		722,606
				3,548,396

16    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Interactive Media & Services – 3.9%
Alphabet, Inc. – Class A(a)		1,325	$	1,774,506
Alphabet, Inc. – Class C(a)		10,349		13,860,726
Facebook, Inc. – Class A(a)		55,403		10,663,416
				26,298,648
Wireless Telecommunication Services – 0.2%
T-Mobile US, Inc.(a)		13,565		1,223,020
				42,140,256
Consumer Discretionary – 6.0%
Auto Components – 0.5%
Magna International, Inc. – Class A (United States)		70,533		3,231,822
Hotels, Restaurants & Leisure – 0.4%
Starbucks Corp.		30,847		2,419,330
Internet & Direct Marketing Retail – 1.1%
Amazon.com, Inc.(a)		2,715		5,114,381
Booking Holdings, Inc.(a)		1,382		2,343,402
				7,457,783
Multiline Retail – 0.4%
Dollar General Corp.		20,266		3,045,980
Specialty Retail – 2.9%
AutoZone, Inc.(a)		4,111		4,244,649
Home Depot, Inc. (The)		32,636		7,109,426
Ross Stores, Inc.		30,682		3,337,588
TJX Cos., Inc. (The)		81,830		4,893,434
				19,585,097
Textiles, Apparel & Luxury Goods – 0.7%
NIKE, Inc. – Class B		54,249		4,848,776
				40,588,788
Consumer Staples – 3.2%
Beverages – 0.7%
PepsiCo, Inc.		37,887		5,002,221
Food & Staples Retailing – 1.6%
Costco Wholesale Corp.		11,926		3,352,876
US Foods Holding Corp.(a)		61,821		2,079,658
Walmart, Inc.		48,765		5,251,015
				10,683,549
Household Products – 0.8%
Procter & Gamble Co. (The)		49,573		5,613,151
Tobacco – 0.1%
Altria Group, Inc.		13,858		559,447
				21,858,368
Industrials – 2.7%
Aerospace & Defense – 0.9%
Boeing Co. (The)		1,672		459,984

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
L3Harris Technologies, Inc.		11,851	$	2,343,298
Raytheon Co.		16,970		3,199,863
				6,003,145
Airlines – 0.4%
Delta Air Lines, Inc.		62,110		2,865,134
Electrical Equipment – 0.3%
Eaton Corp. PLC		26,762		2,427,849
Industrial Conglomerates – 0.7%
Honeywell International, Inc.		27,975		4,536,706
Road & Rail – 0.4%
Norfolk Southern Corp.		14,678		2,676,533
				18,509,367
Real Estate – 2.4%
Equity Real Estate Investment Trusts (REITs) – 1.9%
American Campus Communities, Inc.		21,200		920,928
Americold Realty Trust		23,891		732,737
CubeSmart		106,772		3,231,988
Mid-America Apartment Communities, Inc.		49,988		6,461,449
Regency Centers Corp.		31,006		1,780,985
				13,128,087
Real Estate Management & Development – 0.5%
CBRE Group, Inc. – Class A(a)		52,942		2,972,164
				16,100,251
Energy – 1.8%
Oil, Gas & Consumable Fuels – 1.8%
Chevron Corp.		38,168		3,562,601
EOG Resources, Inc.		51,215		3,239,861
Phillips 66		14,153		1,059,494
Royal Dutch Shell PLC (Sponsored ADR)		91,830		4,089,190
				11,951,146
Utilities – 1.4%
Electric Utilities – 1.3%
American Electric Power Co., Inc.		63,212		5,642,303
Edison International		4,800		322,512
NextEra Energy, Inc.		11,011		2,783,140
				8,747,955
Multi-Utilities – 0.1%
NiSource, Inc.		28,586		772,394
				9,520,349
Materials – 0.3%
Chemicals – 0.3%
Westlake Chemical Corp.		34,381		1,920,867
Total Common Stocks (cost $254,706,653)				352,926,050

18    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
INVESTMENT COMPANIES – 47.5%
Funds and Investment Trusts – 47.5%(b)(c)
AB Discovery Growth Fund, Inc. – Class Z		1,502,638	$	16,889,652
AB Trust – AB Discovery Value Fund – Class Z		892,171		14,908,171
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		4,071,911		40,230,483
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		12,126,763		136,304,812
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		1,770,402		18,111,215
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		750,071		19,779,364
Sanford C. Bernstein Fund, Inc. – Tax-Managed International Portfolio – Class Z		4,748,055		75,494,073
Total Investment Companies (cost $357,606,457)				321,717,770
SHORT-TERM INVESTMENTS – 0.3%
Investment Companies – 0.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(b)(c)(d) (cost $1,927,726)		1,927,726		1,927,726
Total Investments – 99.9% (cost $614,240,836)				676,571,546
Other assets less liabilities – 0.1%				658,329
Net Assets – 100.0%			$	677,229,875

(a) Non-income producing security.

(b) Affiliated investments.

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

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    19

STATEMENT OF ASSETS & LIABILITIES

February 29, 2020 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $254,706,653)	$	352,926,050
Affiliated issuers (cost $359,534,183)		323,645,496
Foreign currencies, at value (cost $88,262)		88,477
Unaffiliated dividends receivable		745,573
Receivable for shares of beneficial interest sold		637,900
Affiliated dividends receivable		5,624
Other assets		54,353
Total assets		678,103,473
Liabilities
Payable for shares of beneficial interest redeemed		342,657
Payable for investment securities purchased		216,523
Advisory fee payable		165,348
Administrative fee payable		24,922
Distribution fee payable		10,775
Transfer Agent fee payable		8,496
Trustees’ fees payable		5,674
Accrued expenses and other liabilities		99,203
Total liabilities		873,598
Net Assets	$	677,229,875
Composition of Net Assets
Shares of beneficial interest, at par	$	451
Additional paid-in capital		606,925,309
Distributable earnings		70,304,115
	$	677,229,875

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	36,240,769		2,422,519	$	14.96	*
C	$	3,686,613		248,824	$	14.82
Advisor	$	637,302,493		42,434,352	$	15.02

* The maximum offering price per share for Class A shares was $15.62 which reflects a sales charge of 4.25%.

See notes to financial statements.

20    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF OPERATIONS

Six Months Ended February 29, 2020 (unaudited)

Investment Income
Dividends
Affiliated issuers	$	5,898,721
Unaffiliated issuers (net of foreign taxes withheld of $7,879)		3,469,899		$	9,368,620
Expenses
Advisory fee (see Note B)		2,377,604
Distribution fee—Class A		48,911
Distribution fee—Class B		405
Distribution fee—Class C		21,887
Transfer agency—Class A		3,911
Transfer agency—Class B		23
Transfer agency—Class C		506
Transfer agency—Advisor Class		68,748
Custodian		69,795
Registration fees		36,388
Administrative		35,154
Audit and tax		30,703
Printing		24,847
Legal		21,132
Trustees’ fees		11,671
Miscellaneous		12,879
Total expenses		2,764,564
Less: expenses waived and reimbursed by the Adviser (see Note B)		(1,321,096	)
Net expenses					1,443,468
Net investment income					7,925,152
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Affiliated Underlying Portfolios					404,260
Investment transactions					12,164,404
Foreign currency transactions					280
Net realized gain distributions from Affiliated Underlying Portfolios					1,582,338
Net change in unrealized appreciation/ depreciation of:
Affiliated Underlying Portfolios					(6,215,949	)
Investments					(13,356,245	)
Foreign currency denominated assets and liabilities					2,795
Net loss on investment and foreign currency transactions					(5,418,117	)
Net Increase in Net Assets from Operations				$	2,507,035

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    21

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	7,925,152		$	10,467,373
Net realized gain on investment and foreign currency transactions		12,568,944			8,581,950
Net realized gain distributions from Affiliated Underlying Portfolios		1,582,338			9,693,095
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(19,569,399	)		(40,040,456	)
Net increase (decrease) in net assets from operations		2,507,035			(11,298,038	)
Distributions to Shareholders
Class A		(1,818,152	)		(1,777,744	)
Class B		0			(8,422	)
Class C		(169,302	)		(213,875	)
Advisor Class		(33,352,145	)		(31,485,458	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		12,605,156			(6,400,248	)
Total decrease		(20,227,408	)		(51,183,785	)
Net Assets
Beginning of period		697,457,283			748,641,068
End of period	$	677,229,875		$	697,457,283

See notes to financial statements.

22    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A 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, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    23

NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing

24    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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

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

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

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

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.

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NOTES TO FINANCIAL STATEMENTS (continued)

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.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 29, 2020:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

352,926,050

$

– 0

–

$

– 0

–

$

352,926,050

Investment Companies

321,717,770

– 0

–

– 0

–

321,717,770

Short-Term Investments

1,927,726

– 0

–

– 0

–

1,927,726

Total Investments in Securities

676,571,546

– 0

–

– 0

–

676,571,546

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

676,571,546

$

– 0

–

$

– 0

–

$

676,571,546

(a) See Portfolio of Investments for sector classifications.

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends,

26    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series 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

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NOTES TO FINANCIAL STATEMENTS (continued)

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 “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended February 29, 2020, the reimbursement for such services amounted to $35,154.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $45,301 for the six months ended February 29, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $404 from the sale of Class A shares and received $0 and $60 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 29, 2020.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

fee and expense. For the six months ended February 29, 2020, such waiver amounted to $1,713.

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until December 31, 2020. For the six months ended February 29, 2020, such waivers and/or reimbursements amounted to $1,319,383.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 29, 2020 is as follows:

																Distributions
Fund	Market Value 8/31/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/29/20 (000)		Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	1,352	$	41,455	$	40,879		$	– 0	–	$	– 0	–	$	1,928	$	28		$	– 0	–
AB Discovery Growth Fund, Inc.		16,962		1,032		500			23			(627	)		16,890		– 0	–		1,032
AB Trust—AB Discovery Value Fund		15,797		738		– 0	–		– 0	–		(1,627	)		14,908		189			550
Bernstein Fund, Inc.:
International Small Cap Portfolio		40,950		1,856		1,350			128			(1,354	)		40,230		856			– 0	–
International Strategic Equities Portfolio		138,447		3,042		3,757			177			(1,604	)		136,305		3,042			– 0	–
Small Cap Core Portfolio		18,641		97		– 0	–		– 0	–		(627	)		18,111		97			– 0	–
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		18,767		373		– 0	–		– 0	–		639			19,779		373			– 0	–
Tax-Managed International Portfolio		78,445		1,314		3,325			76			(1,016	)		75,494		1,314			– 0	–
Total								$	404		$	(6,216	)	$	323,645	$	5,899		$	1,582

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NOTES TO FINANCIAL STATEMENTS (continued)

Brokerage commissions paid on investment transactions for the six months ended February 29, 2020 amounted to $20,890, of which $1,036 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

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

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A

30    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 29, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	74,002,962		$	85,183,840
U.S. government securities		– 0	–		– 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 are as follows:

Gross unrealized appreciation	$	107,711,419
Gross unrealized depreciation		(45,380,709	)
Net unrealized appreciation	$	62,330,710

1. Derivative Financial Instruments

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

The Fund did not engage in derivatives transactions for the six months ended February 29, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

2. Currency Transactions

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

NOTE E

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class A
Shares sold		16,144			81,069		$	263,045		$	1,183,304
Shares issued in reinvestment of dividends and distributions		99,483			110,466			1,626,540			1,538,797
Shares converted from Class B		13,839			2,433			230,023			37,863
Shares converted from Class C		29,044			277,857			462,018			4,443,991
Shares redeemed		(93,030	)		(472,362	)		(1,518,025	)		(7,169,115	)
Net increase (decrease)		65,480			(537	)	$	1,063,601		$	34,840
Class B
Shares sold		6			1,049		$	143		$	16,050
Shares issued in reinvestment of dividends and distributions		– 0	–		604			– 0	–		8,407
Shares converted to Class A		(13,939	)		(2,447	)		(230,023	)		(37,863	)
Shares redeemed		– 0	–		(3,641	)		– 0	–		(58,210	)
Net decrease		(13,933	)		(4,435	)	$	(229,880	)	$	(71,616	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class C
Shares sold		3,990			109,190		$	65,237		$	1,741,768
Shares issued in reinvestment of dividends and distributions		9,401			13,741			152,481			189,763
Shares converted to Class A		(29,446	)		(282,655	)		(462,018	)		(4,443,991	)
Shares redeemed		(27,974	)		(68,221	)		(458,636	)		(999,055	)
Net decrease		(44,029	)		(227,945	)	$	(702,936	)	$	(3,511,515	)
Advisor Class
Shares sold		1,695,355			4,896,179		$	27,996,626		$	74,036,866
Shares issued in reinvestment of dividends and distributions		1,891,322			2,129,985			31,017,696			29,777,195
Shares redeemed		(2,831,063	)		(6,917,866	)		(46,539,951	)		(106,666,018	)
Net increase (decrease)		755,614			108,298		$	12,474,371		$	(2,851,957	)

NOTE F

Risks Involved in Investing in the Fund

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations

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NOTES TO FINANCIAL STATEMENTS (continued)

for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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

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

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.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

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

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset

34    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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 for the Fund, but there is no guarantee that its techniques will produce the intended results. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 29, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2020 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2019 and August 31, 2018 were as follows:

	2019		2018
Distributions paid from:
Ordinary income	$	8,819,847	$	22,669,862
Net long-term capital gains		24,665,652		60,508,993
Total taxable distributions paid	$	33,485,499	$	83,178,855

As of August 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,288,855
Undistributed capital gains		18,605,549
Unrealized appreciation/(depreciation)		81,242,275	(a)
Total accumulated earnings/(deficit)	$	103,136,679

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2019, the Fund 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 Fund’s financial statements through this date.

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FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  15.66			$  16.76			$  16.85			$  15.08			$  15.41			$  16.51
Income From Investment Operations
Net investment income(a)(b)		.16			.20			.18			.42			.17			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.08	)		(.57	)		1.78			1.78			.60			(.91	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		.08			(.37	)		1.96			2.20			.77			(.71	)
Less: Dividends and Distributions
Dividends from net investment income		(.33	)		(.16	)		(.39	)		(.29	)		(.16	)		(.25	)
Distributions from net realized gain on investment transactions		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)
Total dividends and distributions		(.78	)		(.73	)		(2.05	)		(.43	)		(1.10	)		(.39	)
Net asset value, end of period		$  14.96			$  15.66			$  16.76			$  16.85			$  15.08			$  15.41
Total Return
Total investment return based on net asset value(d)*		.06	%		(1.66	)%		12.13	%		14.98	%		5.23	%		(4.34	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$36,241			$36,908			$39,519			$39,479			$32,398			$34,813
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.63	%^		.63	%		.62	%		.88	%		.93	%		.93	%
Expenses, before waivers/reimbursements(e)‡		.99	%^		.99	%		1.00	%		1.01	%		1.01	%		1.00	%
Net investment income(b)		1.94	%^		1.30	%		1.05	%		2.70	%		1.16	%		1.24	%
Portfolio turnover rate		10	%		19	%		25	%		112	%		47	%		49	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.39	%		.40	%		.23	%		.23	%		.23	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  15.44			$  16.47			$  16.55			$  14.82			$  15.15			$  16.23
Income From Investment Operations
Net investment income(a)(b)		.10			.08			.05			.27			.06			.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.09	)		(.54	)		1.75			1.78			.59			(.87	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		.01			(.46	)		1.80			2.05			.65			(.80	)
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		– 0	–		(.22	)		(.18	)		(.04	)		(.14	)
Distributions from net realized gain on investment transactions		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)
Total dividends and distributions		(.63	)		(.57	)		(1.88	)		(.32	)		(.98	)		(.28	)
Net asset value, end of period		$  14.82			$  15.44			$  16.47			$  16.55			$  14.82			$  15.15
Total Return
Total investment return based on net asset value(d)*		(.28	)%		(2.42	)%		11.31	%		14.09	%		4.44	%		(4.99	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,687			$4,522			$8,577			$9,373			$14,380			$16,102
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.38	%^		1.38	%		1.38	%		1.65	%		1.68	%		1.68	%
Expenses, before waivers/reimbursements(e)‡		1.74	%^		1.74	%		1.75	%		1.76	%		1.76	%		1.76	%
Net investment income(b)		1.20	%^		.53	%		.32	%		1.78	%		.42	%		.47	%
Portfolio turnover rate		10	%		19	%		25	%		112	%		47	%		49	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	% ^		.39	%		.40	%		.23	%		.23	%		.23	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  15.73			$  16.84			$  16.92			$  15.14			$  15.47			$  16.58
Income From Investment Operations
Net investment income(a)(b)		.18			.24			.21			.45			.21			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.07	)		(.58	)		1.80			1.80			.61			(.91	)
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–
Net increase (decrease) in net asset value from operations		.11			(.34	)		2.01			2.25			.82			(.67	)
Less: Dividends and Distributions
Dividends from net investment income		(.37	)		(.20	)		(.43	)		(.33	)		(.21	)		(.30	)
Distributions from net realized gain on investment transactions		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)
Total dividends and distributions		(.82	)		(.77	)		(2.09	)		(.47	)		(1.15	)		(.44	)
Net asset value, end of period		$  15.02			$  15.73			$  16.84			$  16.92			$  15.14			$  15.47
Total Return
Total investment return based on net asset value(d)*		.24	%		(1.44	) %		12.41	%		15.27	%		5.50	%		(4.10	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$637,302			$655,810			$700,240			$638,666			$639,602			$648,133
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.38	%^		.38	%		.38	%		.64	%		.68	%		.68	%
Expenses, before waivers/reimbursements(e)‡		.74	%^		.74	%		.75	%		.76	%		.76	%		.76	%
Net investment income(b)		2.19	%^		1.51	%		1.28	%		2.89	%		1.41	%		1.46	%
Portfolio turnover rate		10	%		19	%		25	%		112	%		47	%		49	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.39	%		.40	%		.23	%		.23	%		.23	%

See footnote summary on page 40.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. 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) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 29, 2020 and the years ended August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .36% (annualized), .36%, .37% and ..12%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018, August 31, 2017, August 31, 2016 and August 31, 2015 by .02%, .02%, .01% and .04%, respectively.

^ Annualized.

See notes to financial statements.

40    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and
Chief Executive Officer Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Ding Liu⁽²⁾, Vice President Nelson Yu⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer 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 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036

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 Multi-Asset Solutions Team. Messrs. Liu and Yu are the investment professionals primarily responsible for the day-to-day management of the Strategy’s portfolio.

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Operation and Effectiveness of the Funds’ Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    43

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by

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the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting at which continuance of the Advisory Agreement was approved, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    45

Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating

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services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    47

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio¹

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

1 Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

48    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    49

NOTES

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NOTES

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NOTES

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AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TWA-0152-0220                

FEB    ^02.29.20

SEMI-ANNUAL REPORT

AB WEALTH APPRECIATION STRATEGY

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

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

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

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

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

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SEMI-ANNUAL REPORT

April 13, 2020

This report provides management’s discussion of fund performance for AB Wealth Appreciation Strategy for the semi-annual reporting period ended February 29, 2020.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	6 Months		12 Months
AB WEALTH APPRECIATION STRATEGY
Class A Shares		0.14%		2.24%
Class C Shares		-0.23%		1.47%
Advisor Class Shares1		0.26%		2.49%
Class R Shares1		-0.09%		1.76%
Class K Shares1		0.05%		2.09%
Class I Shares1		0.27%		2.43%
MSCI ACWI (net)		1.13%		3.89%

1 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.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended February 29, 2020.

For both periods, all share classes underperformed the benchmark, before sales charges. During the six-month period, small-cap equities across the world continued to underperform as investors sought the lower risk profile of large-cap equities in this volatile period. The Fund’s overweight to this segment of the market detracted, relative to the benchmark, as did its underweight to emerging markets, which outperformed. Weaker stock selection among US equities was only partially offset by positive stock selection in international and emerging-market equities.

During the 12-month period, the Fund’s allocation to smaller cap equities, both in the US and outside of the US, detracted from performance. In addition, stock selection was a detractor, especially within US large-cap equities, US small-cap equities and non-US small-cap equities. Stronger stock selection in international large-cap equities and emerging markets helped improve the relative performance somewhat.

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The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market equities rose modestly during the six-month period ended February 29, 2020, as the economic impact of the novel coronavirus, which causes the disease known as COVID-19, took a toll on global markets and pared back earlier double-digit gains. Equity markets experienced heightened volatility, and global economic weakness persisted throughout the early part of the period. The overall outlook for investors was balanced by a potential resolution to the US-China trade dispute and supportive monetary policy from the US Federal Reserve (the “Fed”) and global central banks, as well as improving economic data. The much-anticipated phase-one US-China trade accord and strong corporate earnings sparked a rally that sent global markets higher; however, the onset of COVID-19 touched off increased volatility as investors struggled to discern the severity of its impact. Markets rose to all-time highs in mid-February, buoyed by the belief that the fallout from the coronavirus outbreak would be short-lived. Early efforts to contain the virus outside of China proved ineffective and, as it spread across the globe, manufacturing production and worldwide supply chains suffered, causing markets to retract dramatically. Global equity markets declined dramatically at the end of the period, including the US. Emerging-market countries more closely tied to commodities, such as Brazil, Chile, Russia and South Africa, faced outsized pressure. For the most part, growth stocks continued to outperform value over the entire period, and large-cap stocks outperformed their small-cap peers.

Global fixed-income markets advanced over the six-month period. Long-dated developed-market treasuries were robust performers, given their interest-rate sensitivity, even as yields trended higher in September before beginning to fall in January. US interest rates fell near record lows in February as COVID-19 impacted trade and market expectations, which drove oil prices sharply lower. Investment-grade corporate bonds outperformed in the US and globally, along with global high-yield bonds and securitized assets, while US high-yield and emerging-market sovereigns posted positive results but trailed the overall global fixed-income market. The Fed lowered interest rates two times during the period and increased its balance sheet to manage liquidity in the repurchase-agreement market. The European Central Bank reduced rates to a record low in September and announced the resumption of quantitative easing. The Bank of Japan issued guidance for the continuation of low rates, and the Japanese government implemented a significant fiscal stimulus program in December. China announced substantive monetary and fiscal measures to combat the economic impact from the coronavirus, while central bankers and governments signaled more monetary and fiscal measures to boost economic growth in the wake of declining trade, disrupted supply chains and resulting industry headwinds.

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Growing turmoil from the spread of the coronavirus, and the potential for an enduring and significant adverse impact on global economies, have driven a sharp increase in volatility across markets and a strong flight to quality. The Adviser will continue to monitor the evolving situation and its impact on client portfolios closely.

The Fund’s Senior Investment Management Team (the “Team”) seeks improved equity risk control by utilizing the Adviser’s Strategic Equities services as the core equity allocation to US and international markets. This diversified exposure across equity markets and emphasis on a broad set of stocks, which includes companies with historical and projected stable earnings and higher profitability, eliminates the need for diversifiers to limit volatility. The Team believes this allocation offers the potential to achieve higher returns, with similar levels of volatility, increasing risk-adjusted returns in an all-equity service to meet the long-term growth goal—growth of capital.

INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”) and Tax-Managed International Portfolio of Sanford C. Bernstein Fund, Inc. (“SCB Tax-Managed International Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that

(continued on next page)

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historically have provided some indication of favorable future returns, including metrics related to valuation, quality, investor behavior and corporate behavior.

Bernstein International Strategic Equities Portfolio and SCB International Portfolio focus on investing in non-US large-cap and mid-cap equity securities. Bernstein International Strategic Equities Portfolio follows a strategy similar to US Strategic Equities, but in the international context. In managing SCB International Portfolio, the Adviser selects stocks by drawing on the capabilities of its separate investment teams specializing in different investment disciplines, including value, growth, stability and others.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Adviser may employ currency hedging strategies in the Fund or the Underlying Portfolios, including the use of currency-related derivatives, to seek to reduce currency risk in the Fund or the Underlying Portfolios, but it is not required to do so. The Fund is managed without regard to tax considerations.

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DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI ACWI is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. 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. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. 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 market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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

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DISCLOSURES AND RISKS (continued)

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

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.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

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

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 for the Fund, 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 as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to July 14, 2017 is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

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DISCLOSURES AND RISKS (continued)

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: 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.

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 29, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		2.24%		-2.11%
5 Years		4.38%		3.48%
10 Years		7.09%		6.62%
CLASS C SHARES
1 Year		1.47%		0.49%
5 Years		3.60%		3.60%
10 Years		6.30%		6.30%
ADVISOR CLASS SHARES1
1 Year		2.49%		2.49%
5 Years		4.65%		4.65%
10 Years		7.38%		7.38%
CLASS R SHARES1
1 Year		1.76%		1.76%
5 Years		3.91%		3.91%
10 Years		6.65%		6.65%
CLASS K SHARES1
1 Year		2.09%		2.09%
5 Years		4.24%		4.24%
10 Years		6.98%		6.98%
CLASS I SHARES1
1 Year		2.43%		2.43%
5 Years		4.58%		4.58%
10 Years		7.34%		7.34%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.41%, 2.16%, 1.16%, 1.86%, 1.55% and 1.22% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.04%, 1.80%, 0.79%, 1.50%, 1.19% and 0.86% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2020. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. 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.

¹  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.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-16.86%
5 Years		0.49%
10 Years		4.30%
CLASS C SHARES
1 Year		-14.63%
5 Years		0.62%
10 Years		3.99%
ADVISOR CLASS SHARES1
1 Year		-12.92%
5 Years		1.64%
10 Years		5.04%
CLASS R SHARES1
1 Year		-13.55%
5 Years		0.92%
10 Years		4.32%
CLASS K SHARES1
1 Year		-13.24%
5 Years		1.25%
10 Years		4.65%
CLASS I SHARES1
1 Year		-13.01%
5 Years		1.57%
10 Years		4.99%

1 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.

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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.

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EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2019		Ending Account Value February 29, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,001.40	$	3.18		0.64	%	$	5.18		1.04	%
Hypothetical**	$	1,000	$	1,021.68	$	3.22		0.64	%	$	5.22		1.04	%
Class C
Actual	$	1,000	$	997.70	$	6.90		1.39	%	$	8.89		1.79	%
Hypothetical**	$	1,000	$	1,017.95	$	6.97		1.39	%	$	8.97		1.79	%
Advisor Class
Actual	$	1,000	$	1,002.60	$	1.94		0.39	%	$	3.93		0.79	%
Hypothetical**	$	1,000	$	1,022.92	$	1.96		0.39	%	$	3.97		0.79	%
Class R
Actual	$	1,000	$	999.10	$	5.42		1.09	%	$	7.41		1.49	%
Hypothetical**	$	1,000	$	1,019.44	$	5.47		1.09	%	$	7.47		1.49	%
Class K
Actual	$	1,000	$	1,000.50	$	3.88		0.78	%	$	5.87		1.18	%
Hypothetical**	$	1,000	$	1,020.98	$	3.92		0.78	%	$	5.92		1.18	%
Class I
Actual	$	1,000	$	1,002.70	$	2.24		0.45	%	$	4.23		0.85	%
Hypothetical**	$	1,000	$	1,022.63	$	2.26		0.45	%	$	4.27		0.85	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO SUMMARY

February 29, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,186.9

1 All data are as of February 29, 2020. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments (excluding security lending collateral) 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). Sectors shown include investments of Underlying Portfolios.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO OF INVESTMENTS

February 29, 2020 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 51.8%
Information Technology – 12.8%
Communications Equipment – 0.8%
Cisco Systems, Inc.		187,028	$	7,468,028
F5 Networks, Inc.(a)		14,850		1,781,258
				9,249,286
Electronic Equipment, Instruments & Components – 0.3%
CDW Corp./DE		34,725		3,966,289
IT Services – 2.7%
Automatic Data Processing, Inc.		33,659		5,208,394
Fidelity National Information Services, Inc.		39,599		5,532,772
PayPal Holdings, Inc.(a)		50,267		5,428,333
Visa, Inc. – Class A		90,248		16,403,477
				32,572,976
Semiconductors & Semiconductor Equipment – 2.1%
Broadcom, Inc.		24,867		6,779,242
Intel Corp.		72,526		4,026,644
KLA Corp.		23,813		3,660,296
Texas Instruments, Inc.		69,653		7,950,193
Xilinx, Inc.		24,333		2,031,562
				24,447,937
Software – 5.0%
Adobe, Inc.(a)		11,367		3,922,979
Check Point Software Technologies Ltd.(a)		27,516		2,856,161
Citrix Systems, Inc.		27,636		2,857,286
Microsoft Corp.		248,581		40,272,608
Oracle Corp.		124,625		6,163,952
VMware, Inc. – Class A(a) (b)		23,617		2,846,321
				58,919,307
Technology Hardware, Storage & Peripherals – 1.9%
Apple, Inc.		84,151		23,003,517
				152,159,312
Health Care – 7.8%
Biotechnology – 1.0%
Regeneron Pharmaceuticals, Inc.(a)		11,412		5,073,433
Vertex Pharmaceuticals, Inc.(a)		28,709		6,431,677
				11,505,110
Health Care Equipment & Supplies – 1.2%
Edwards Lifesciences Corp.(a)		24,435		5,005,266
Medtronic PLC		88,463		8,905,570
				13,910,836

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care Providers & Services – 1.8%
Anthem, Inc.		27,121	$	6,972,538
UnitedHealth Group, Inc.		59,354		15,132,896
				22,105,434
Pharmaceuticals – 3.8%
Johnson & Johnson		66,240		8,907,955
Merck & Co., Inc.		74,345		5,691,853
Novo Nordisk A/S (Sponsored ADR)		56,569		3,288,356
Pfizer, Inc.		274,923		9,187,927
Roche Holding AG (Sponsored ADR)		258,336		10,305,023
Zoetis, Inc.		58,516		7,796,087
				45,177,201
				92,698,581
Financials – 7.0%
Banks – 4.1%
Bank of America Corp.		464,245		13,230,983
Citigroup, Inc.		141,603		8,986,126
JPMorgan Chase & Co.		98,071		11,387,024
PNC Financial Services Group, Inc. (The)		34,094		4,309,482
Wells Fargo & Co.		252,264		10,304,984
				48,218,599
Capital Markets – 0.6%
Goldman Sachs Group, Inc. (The)		36,593		7,346,776
Consumer Finance – 0.0%
Synchrony Financial		10,601		308,489
Diversified Financial Services – 0.9%
Berkshire Hathaway, Inc. – Class B(a)		51,789		10,686,142
Insurance – 1.4%
Everest Re Group Ltd.		5,351		1,326,406
Fidelity National Financial, Inc.		58,178		2,254,979
Progressive Corp. (The)		129,943		9,506,630
Reinsurance Group of America, Inc. – Class A		29,121		3,553,636
				16,641,651
				83,201,657
Communication Services – 6.3%
Diversified Telecommunication Services –1.8%
Comcast Corp. – Class A		320,323		12,950,659
Verizon Communications, Inc.		143,963		7,797,036
				20,747,695
Entertainment – 0.4%
Electronic Arts, Inc.(a)		52,313		5,302,969
Interactive Media & Services – 4.1%
Alphabet, Inc. – Class C(a)		22,656		30,343,860
Facebook, Inc. – Class A(a)		97,093		18,687,490
				49,031,350
				75,082,014

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Consumer Discretionary – 6.0%
Auto Components – 0.5%
Magna International, Inc. – Class A (United States)		125,574	$	5,753,801
Hotels, Restaurants & Leisure – 0.5%
Starbucks Corp.		69,406		5,443,513
Internet & Direct Marketing Retail – 1.2%
Amazon.com, Inc.(a)		4,847		9,130,536
Booking Holdings, Inc.(a)		2,673		4,532,499
				13,663,035
Multiline Retail – 0.4%
Dollar General Corp.		34,600		5,200,380
Specialty Retail – 2.8%
AutoZone, Inc.(a)		7,577		7,823,328
Home Depot, Inc. (The)		54,533		11,879,469
Ross Stores, Inc.		47,922		5,212,955
TJX Cos., Inc. (The)		142,945		8,548,111
				33,463,863
Textiles, Apparel & Luxury Goods – 0.6%
NIKE, Inc.—Class B		84,024		7,510,065
				71,034,657
Consumer Staples – 3.2%
Beverages – 0.8%
PepsiCo, Inc.		73,312		9,679,383
Food & Staples Retailing – 1.5%
Costco Wholesale Corp.		17,227		4,843,199
US Foods Holding Corp.(a)		86,889		2,922,946
Walmart, Inc.		89,721		9,661,157
				17,427,302
Household Products – 0.8%
Procter & Gamble Co. (The)		85,822		9,717,625
Tobacco – 0.1%
Altria Group, Inc.		29,691		1,198,626
				38,022,936
Industrials – 2.8%
Aerospace & Defense – 0.9%
L3Harris Technologies, Inc.		22,383		4,425,790
Raytheon Co.		32,785		6,181,940
				10,607,730
Airlines – 0.5%
Delta Air Lines, Inc.		116,030		5,352,464
Electrical Equipment – 0.4%
Eaton Corp. PLC		56,798		5,152,715

16    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrial Conglomerates – 0.7%
Honeywell International, Inc.		53,415	$	8,662,310
Road & Rail – 0.3%
Norfolk Southern Corp.		17,479		3,187,296
				32,962,515
Real Estate – 2.5%
Equity Real Estate Investment Trusts (REITs) – 1.9%
American Campus Communities, Inc.		27,095		1,177,007
Americold Realty Trust		64,745		1,985,729
CubeSmart		187,110		5,663,820
Mid-America Apartment Communities, Inc.		74,097		9,577,778
Regency Centers Corp.		69,458		3,989,667
				22,394,001
Real Estate Management & Development –0.6%
CBRE Group, Inc.—Class A(a)		116,464		6,538,289
				28,932,290
Energy – 1.8%
Oil, Gas & Consumable Fuels – 1.8%
Chevron Corp.		70,584		6,588,311
EOG Resources, Inc.		93,330		5,904,056
Phillips 66		26,849		2,009,916
Royal Dutch Shell PLC (Sponsored ADR)(b)		162,057		7,216,398
				21,718,681
Utilities – 1.3%
Electric Utilities – 1.3%
American Electric Power Co., Inc.		104,762		9,351,056
NextEra Energy, Inc.		21,788		5,507,135
				14,858,191
Materials – 0.3%
Chemicals – 0.3%
Westlake Chemical Corp.		65,812		3,676,916
Total Common Stocks (cost $520,397,287)				614,347,750
INVESTMENT COMPANIES – 48.1%
Funds and Investment Trusts – 48.1%(c) (d)
AB Discovery Growth Fund, Inc. – Class Z		2,779,895		31,246,014
AB Trust – AB Discovery Value Fund – Class Z		1,623,127		27,122,448
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		7,182,227		70,960,403
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		21,501,835		241,680,630
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		3,205,211		32,789,307

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		1,301,351	$	34,316,627
Sanford C. Bernstein Fund, Inc. – International Portfolio – Class Z		8,738,198		133,432,278
Total Investment Companies (cost $637,151,292)				571,547,707
SHORT-TERM INVESTMENTS – 0.2%
Investment Companies – 0.2%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(c)(d)(e) (cost $2,118,937)		2,118,937		2,118,937
Total Investments Before Security Lending Collateral for Securities Loaned – 100.1% (cost $1,159,667,516)				1,188,014,394
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.6%
Investment Companies – 0.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 1.52%(c)(d)(e) (cost $7,333,079)		7,333,079		7,333,079
Total Investments – 100.7% (cost $1,167,000,595)				1,195,347,473
Other assets less liabilities – (0.7)%				(8,436,582	)
Net Assets – 100.0%			$	1,186,910,891

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Affiliated investments.

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

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

18    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF ASSETS & LIABILITIES

February 29, 2020 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $520,397,287)	$	614,347,750	(a)
Affiliated issuers (cost $646,603,308—including investment of cash collateral for securities loaned of $7,333,079)		580,999,723
Foreign currencies, at value (cost $234,532)		237,997
Unaffiliated dividends receivable		1,267,826
Receivable for investment securities sold		614,334
Receivable for shares of beneficial interest sold		375,877
Affiliated dividends receivable		2,225
Other assets		61,838
Total assets		1,197,907,570
Liabilities
Payable for collateral received on securities loaned		7,333,079
Payable for investment securities purchased		1,742,922
Payable for shares of beneficial interest redeemed		1,303,467
Advisory fee payable		285,477
Distribution fee payable		90,712
Transfer Agent fee payable		64,413
Administrative fee payable		27,571
Trustees’ fees payable		5,674
Accrued expenses		143,364
Total liabilities		10,996,679
Net Assets	$	1,186,910,891
Composition of Net Assets
Shares of beneficial interest, at par	$	766
Additional paid-in capital		1,140,757,566
Distributable earnings		46,152,559
	$	1,186,910,891

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	336,057,047		21,636,294	$	15.53	*
C	$	19,714,016		1,262,974	$	15.61
Advisor	$	819,473,584		52,936,159	$	15.48
R	$	1,650,937		106,651	$	15.48
K	$	9,624,081		623,606	$	15.43
I	$	391,226		25,246	$	15.50

(a) Includes securities on loan with a value of $9,087,461 (see Note E).

* The maximum offering price per share for Class A shares was $16.22 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    19

STATEMENT OF OPERATIONS

Six Months Ended February 29, 2020 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $19,166)	$	6,321,130
Affiliated issuers		10,937,704
Securities lending income		2,849		$	17,261,683
Expenses
Advisory fee (see Note B)		4,246,777
Distribution fee—Class A		460,023
Distribution fee—Class B		6,989
Distribution fee—Class C		114,122
Distribution fee—Class R		5,138
Distribution fee—Class K		13,549
Transfer agency—Class A		101,765
Transfer agency—Class B		602
Transfer agency—Class C		6,948
Transfer agency—Advisor Class		249,166
Transfer agency—Class R		2,672
Transfer agency—Class K		10,839
Transfer agency—Class I		253
Custodian		89,028
Registration fees		54,190
Printing		44,642
Administrative		37,608
Audit and tax		29,476
Legal		21,167
Trustees’ fees		11,671
Miscellaneous		24,469
Total expenses		5,531,094
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(2,397,705	)
Net expenses					3,133,389
Net investment income					14,128,294
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios					(2,472,420	)
Investment transactions					14,909,329
Foreign currency transactions					705
Net realized gain distributions from Affiliated Underlying Portfolios					2,855,551
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					(7,356,625	)
Investments					(14,338,523	)
Foreign currency denominated assets and liabilities					5,944
Net loss on investment and foreign currency transactions					(6,396,039	)
Net Increase in Net Assets from Operations				$	7,732,255

See notes to financial statements.

20    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	14,128,294		$	19,028,918
Net realized gain on investment transactions		12,437,614			22,556,882
Net realized gain distributions from Affiliated Underlying Portfolios		2,855,551			21,976,450
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(21,689,204	)		(88,441,669	)
Net increase (decrease) in net assets from operations		7,732,255			(24,879,419	)
Distributions to Shareholders
Class A		(14,132,922	)		(11,667,973	)
Class B		0			(99,672	)
Class C		(647,878	)		(702,562	)
Advisor Class		(36,481,767	)		(30,308,404	)
Class R		(59,482	)		(74,708	)
Class K		(393,909	)		(339,830	)
Class I		(17,215	)		(11,828	)
Transactions in Shares of Beneficial Interest
Net decrease		(29,339,310	)		(55,121,665	)
Total decrease		(73,340,228	)		(123,206,061	)
Net Assets
Beginning of period		1,260,251,119			1,383,457,180
End of period	$	1,186,910,891		$	1,260,251,119

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    21

NOTES TO FINANCIAL STATEMENTS

February 29, 2020 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A 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, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I 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 management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

22    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    23

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

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,

24    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 Fund’s investments by the above fair value hierarchy levels as of February 29, 2020:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

614,347,750

$

– 0

–

$

– 0

–

$

614,347,750

Investment Companies

571,547,707

– 0

–

– 0

–

571,547,707

Short-Term Investments

2,118,937

– 0

–

– 0

–

2,118,937

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

7,333,079

– 0

–

– 0

–

7,333,079

Total Investments in Securities

1,195,347,473

– 0

–

– 0

–

1,195,347,473

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

1,195,347,473

$

– 0

–

$

– 0

–

$

1,195,347,473

(a) See Portfolio of Investments for sector classifications.

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series 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.

26    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended February 29, 2020, the reimbursement for such services amounted to $37,608.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $147,180 for the six months ended February 29, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $2,772 from the sale of Class A shares and received $1,443 and $730 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 29, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of ..20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 29, 2020, such waiver amounted to $1,112.

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the

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NOTES TO FINANCIAL STATEMENTS (continued)

Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until December 31, 2020. For the six months ended February 29, 2020, such waivers and/or reimbursements amounted to $2,396,114.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 29, 2020 is as follows:

																	Distributions
Fund	Market Value 8/31/19 (000)			Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/29/20 (000)		Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	– 0	–	$	87,341	$	85,221		$	– 0	–	$	– 0	–	$	2,120	$	19		$	– 0	–
AB Discovery Growth Fund, Inc.		30,478			1,854		– 0	–		– 0	–		(1,086	)		31,246		– 0	–		1,854
AB Trust—AB Discovery Value Fund		29,742			1,343		1,100			(90	)		(2,773	)		27,122		342			1,002
Bernstein Fund, Inc.: International Small Cap Portfolio		75,378			1,544		4,009			(581	)		(1,372	)		70,960		1,544			– 0	–
International Strategic Equities Portfolio		251,815			5,424		13,256			(884	)		(1,418	)		241,681		5,424			– 0	–
Small Cap Core Portfolio		33,976			176		250			(12	)		(1,101	)		32,789		176			– 0	–
Sanford C. Bernstein Fund, Inc.: Emerging Markets Portfolio		33,868			674		1,500			(125	)		1,400			34,317		674			– 0	–
International Portfolio		142,222			2,756		9,759			(780	)		(1,007	)		133,432		2,756			– 0	–
Government Money Market Portfolio*		2,191			29,684		24,542			– 0	–		– 0	–		7,333		3			– 0	–
Total									$	(2,472	)	$	(7,357	)	$	581,000	$	10,938		$	2,856

* Investments of cash collateral for securities lending transactions (see Note E).

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NOTES TO FINANCIAL STATEMENTS (continued)

Brokerage commissions paid on investment transactions for the six months ended February 29, 2020 amounted to $35,378, of which $17 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.3% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

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

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of

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NOTES TO FINANCIAL STATEMENTS (continued)

the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 29, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	121,621,209		$	172,711,119
U.S. government securities		– 0	–		– 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 are as follows:

Gross unrealized appreciation	$	119,445,266
Gross unrealized depreciation		(91,098,388	)
Net unrealized appreciation	$	28,346,878

1. Derivative Financial Instruments

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

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NOTES TO FINANCIAL STATEMENTS (continued)

The Fund did not engage in derivatives transactions for the six months ended February 29, 2020.

2. Currency Transactions

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

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently

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NOTES TO FINANCIAL STATEMENTS (continued)

invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 29, 2020 is as follows:

							Government Money Market Portfolio
Market Value of Securities on Loan*	Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Income Earned		Advisory Fee Waived
$    9,087,461	$	7,333,079	$	423,652	$	2,849	$	3,101	$	479

* As of February 29, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Class A
Shares sold		302,394			532,543		$	5,150,568		$	8,476,989
Shares issued in reinvestment of dividends and distributions		783,910			767,105			13,310,783			11,007,955
Shares converted from Class B		232,717			69,576			3,978,652			1,110,141
Shares converted from Class C		121,970			599,554			2,044,606			9,702,319
Shares redeemed		(1,543,933	)		(3,371,103	)		(26,179,704	)		(53,567,072	)
Net decrease		(102,942	)		(1,402,325	)	$	(1,695,095	)	$	(23,269,668	)
Class B
Shares sold		809			12,737		$	13,784		$	205,404
Shares issued in reinvestment of dividends and distributions		– 0	–		6,133			– 0	–		88,171
Shares converted to Class A		(230,288	)		(68,722	)		(3,978,652	)		(1,110,141	)
Shares redeemed		(4,629	)		(31,078	)		(77,453	)		(496,675	)
Net decrease		(234,108	)		(80,930	)	$	(4,042,321	)	$	(1,313,241	)
Class C
Shares sold		22,800			57,782		$	390,350		$	906,520
Shares issued in reinvestment of dividends and distributions		34,958			44,969			597,439			648,458
Shares converted to Class A		(121,874	)		(599,954	)		(2,044,606	)		(9,702,319	)
Shares redeemed		(135,555	)		(294,639	)		(2,279,039	)		(4,660,139	)
Net decrease		(199,671	)		(791,842	)	$	(3,335,856	)	$	(12,807,480	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019			Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31, 2019
Advisor Class
Shares sold		2,144,071			5,991,622		$	36,344,272		$	94,284,750
Shares issued in reinvestment of dividends and distributions		2,062,329			2,035,657			34,873,984			29,109,901
Shares redeemed		(5,343,277	)		(8,895,602	)		(90,222,178	)		(140,167,384	)
Net decrease		(1,136,877	)		(868,323	)	$	(19,003,922	)	$	(16,772,733	)
Class R
Shares sold		5,889			26,844		$	98,301		$	423,243
Shares issued in reinvestment of dividends and distributions		3,511			5,228			59,482			74,707
Shares redeemed		(43,379	)		(63,542	)		(738,805	)		(1,019,763	)
Net decrease		(33,979	)		(31,470	)	$	(581,022	)	$	(521,813	)
Class K
Shares sold		35,074			63,820		$	593,701		$	999,372
Shares issued in reinvestment of dividends and distributions		23,350			23,814			393,907			339,829
Shares redeemed		(101,861	)		(115,924	)		(1,691,864	)		(1,808,509	)
Net decrease		(43,437	)		(28,290	)	$	(704,256	)	$	(469,308	)
Class I
Shares sold		1,056			1,524		$	17,203		$	23,491
Shares issued in reinvestment of dividends and distributions		1,017			826			17,215			11,827
Shares redeemed		(653	)		(170	)		(11,256	)		(2,740	)
Net increase		1,420			2,180		$	23,162		$	32,578

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which

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NOTES TO FINANCIAL STATEMENTS (continued)

increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the Fund’s portfolio companies. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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

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

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.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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 for the Fund, but there is no guarantee that its techniques will produce the intended results.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 29, 2020.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2020 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2019 and August 31, 2018 were as follows:

	2019		2018
Distributions paid from:
Ordinary income	$	15,021,652	$	81,356,641
Net long-term capital gains		28,183,325		16,601,929
Total taxable distributions	$	43,204,977	$	97,958,570

As of August 31, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,071,011
Undistributed capital gains		38,785,830
Unrealized appreciation/(depreciation)		47,296,636	(a)
Total accumulated earnings/(deficit)	$	90,153,477

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2019, the Fund did not have any capital loss carryforwards.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE J

Subsequent Events

Effective April 17, 2020, Class I shares of the Fund are no longer being offered.

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 other material events that would require disclosure in the Fund’s financial statements through this date.

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FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  16.11			$  16.99			$  16.27			$  15.06			$  14.64			$  15.76
Income From Investment Operations
Net investment income(a)(b)		.17			.21			.17			.48			.26			.34
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.58	)		1.77			1.58			.39			(1.11	)
Net increase (decrease) in net asset value from operations		.08			(.37	)		1.94			2.06			.65			(.77	)
Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.16	)		(.43	)		(.48	)		(.23	)		(.35	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.66	)		(.51	)		(1.22	)		(.85	)		(.23	)		(.35	)
Net asset value, end of period		$  15.53			$  16.11			$  16.99			$  16.27			$  15.06			$  14.64
Total Return
Total investment return based on net asset value(c)*		.14	%		(1.78	)%		12.21	%		14.35	%		4.53	%		(4.89	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$336,057			$350,232			$393,100			$386,168			$354,972			$367,939
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.64	%^		.64	%		.64	%		.85	%		.89	%		.88	%
Expenses, before waivers/reimbursements(d)‡		1.00	%^		1.01	%		1.01	%		1.01	%		1.01	%		1.00	%
Net investment income(b)		2.02	%^		1.34	%		1.02	%		3.14	%		1.78	%		2.18	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  16.10			$  16.91			$  16.15			$  14.95			$  14.51			$  15.62
Income From Investment Operations
Net investment income(a)(b)		.10			.10			.06			.36			.15			.23
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.56	)		1.73			1.57			.40			(1.11	)
Net increase (decrease) in net asset value from operations		.01			(.46	)		1.79			1.93			.55			(.88	)
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.00	)(e)		(.24	)		(.36	)		(.11	)		(.23	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.50	)		(.35	)		(1.03	)		(.73	)		(.11	)		(.23	)
Net asset value, end of period		$  15.61			$  16.10			$  16.91			$  16.15			$  14.95			$  14.51
Total Return
Total investment return based on net asset value(c)*		(.23	)%		(2.46	)%		11.31	%		13.45	%		3.81	%		(5.62	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$19,714			$23,546			$38,133			$55,532			$97,091			$108,828
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.39	%^		1.40	%		1.39	%		1.62	%		1.64	%		1.63	%
Expenses, before waivers/reimbursements(d)‡		1.76	%^		1.76	%		1.77	%		1.76	%		1.76	%		1.75	%
Net investment income(b)		1.23	%^		.64	%		.34	%		2.38	%		1.06	%		1.51	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

40    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  16.08			$  16.96			$  16.25			$  15.04			$  14.62			$  15.75
Income From Investment Operations
Net investment income(a)(b)		.19			.25			.21			.52			.29			.37
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.57	)		1.76			1.58			.40			(1.11	)
Net increase (decrease) in net asset value from operations		.10			(.32	)		1.97			2.10			.69			(.74	)
Less: Dividends and Distributions
Dividends from net investment income		(.24	)		(.21	)		(.47	)		(.52	)		(.27	)		(.39	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.70	)		(.56	)		(1.26	)		(.89	)		(.27	)		(.39	)
Net asset value, end of period		$  15.48			$  16.08			$  16.96			$  16.25			$  15.04			$  14.62
Total Return
Total investment return based on net asset value(c)*		.26	%		(1.49	)%		12.44	%		14.66	%		4.82	%		(4.66	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$819,474			$869,353			$931,834			$857,397			$861,450			$858,681
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.39	%^		.39	%		.39	%		.60	%		.64	%		.63	%
Expenses, before waivers/reimbursements(d)‡		.75	%^		.76	%		.76	%		.76	%		.76	%		.75	%
Net investment income(b)		2.26	%^		1.58	%		1.26	%		3.39	%		2.00	%		2.42	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    41

FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  15.99			$  16.84			$  16.14			$  14.94			$  14.51			$  15.63
Income From Investment Operations
Net investment income(a)(b)		.12			.15			.10			.41			.21			.31
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.57	)		1.73			1.57			.37			(1.14	)
Net increase (decrease) in net asset value from operations		.03			(.42	)		1.83			1.98			.58			(.83	)
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.08	)		(.34	)		(.41	)		(.15	)		(.29	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.54	)		(.43	)		(1.13	)		(.78	)		(.15	)		(.29	)
Net asset value, end of period		$  15.48			$  15.99			$  16.84			$  16.14			$  14.94			$  14.51
Total Return
Total investment return based on net asset value(c)*		(.09	)%		(2.17	)%		11.62	%		13.88	%		4.06	%		(5.33	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,651			$2,248			$2,898			$3,308			$3,360			$4,212
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.09	%^		1.10	%		1.09	%		1.30	%		1.33	%		1.32	%
Expenses, before waivers/reimbursements(d)‡		1.46	%^		1.46	%		1.47	%		1.46	%		1.45	%		1.44	%
Net investment income(b)		1.41	%^		.93	%		.59	%		2.67	%		1.46	%		2.02	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

42    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  16.00			$  16.87			$  16.17			$  14.97			$  14.54			$  15.66
Income From Investment Operations
Net investment income(a)(b)		.15			.19			.15			.48			.22			.28
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.57	)		1.75			1.55			.42			(1.07	)
Net increase (decrease) in net asset value from operations		.06			(.38	)		1.90			2.03			.64			(.79	)
Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.14	)		(.41	)		(.46	)		(.21	)		(.33	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.63	)		(.49	)		(1.20	)		(.83	)		(.21	)		(.33	)
Net asset value, end of period		$  15.43			$  16.00			$  16.87			$  16.17			$  14.97			$  14.54
Total Return
Total investment return based on net asset value(c)*		.05	%		(1.90	)%		12.01	%		14.22	%		4.48	%		(5.07	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,624			$10,672			$11,729			$12,527			$16,346			$15,751
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.78	%^		.79	%		.78	%		99	%		1.01	%		1.01	%
Expenses, before waivers/reimbursements(d)‡		1.15	%^		1.15	%		1.16	%		1.14	%		1.12	%		1.13	%
Net investment income(b)		1.84	%^		1.19	%		.92	%		3.18	%		1.57	%		1.85	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    43

FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Six Months Ended February 29, 2020 (unaudited)			Year Ended August 31,
				2019			2018			2017			2016			2015
Net asset value, beginning of period		$  16.09			$  16.96			$  16.22			$  15.02			$  14.59			$  15.72
Income From Investment Operations
Net investment income(a)(b)		.19			.24			.20			.50			.28			.62
Net realized and unrealized gain (loss) on investment transactions		(.09	)		(.58	)		1.76			1.58			.41			(1.36	)
Net increase (decrease) in net asset value from operations		.10			(.34	)		1.96			2.08			.69			(.74	)
Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.18	)		(.43	)		(.51	)		(.26	)		(.39	)
Distributions from net realized gain on investment transactions		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–
Total dividends and distributions		(.69	)		(.53	)		(1.22	)		(.88	)		(.26	)		(.39	)
Net asset value, end of period		$  15.50			$16.09			$  16.96			$  16.22			$  15.02			$  14.59
Total Return
Total investment return based on net asset value(c)*		.27	%		(1.60	)%		12.41	%		14.56	%		4.82	%		(4.72	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$391			$383			$367			$726			$1,743			$1,781
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.45	%^		.46	%		.45	%		.66	%		.69	%		.68	%
Expenses, before waivers/reimbursements(d)‡		.82	%^		.82	%		.83	%		.82	%		.81	%		.80	%
Net investment income(b)		2.22	%^		1.49	%		1.19	%		3.24	%		1.93	%		3.99	%
Portfolio turnover rate		10	%		20	%		22	%		111	%		9	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.40	%^		.40	%		.40	%		.34	%		.41	%		.38	%

See footnote summary on page 45.

44    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

(b) Net of expenses waived/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 fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(d) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 29, 2020 and the years ended August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .37% (annualized), .36%, .37% and ..16%, respectively.

(e) Amount is less than $.005.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .05% and .05%, respectively.

^ Annualized.

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    45

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Nancy P. Jacklin(1)	Robert M. Keith, President and Chief Executive Officer Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Ding Liu(2), Vice President Nelson Yu(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer	Phyllis J. Clarke, Controller and Chief Accounting Officer 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 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036

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 Multi-Asset Solutions Team. Messrs. Liu and Yu are the investment professionals primarily responsible for the day-to-day management of the Strategy’s portfolio.

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Operation and Effectiveness of the Funds’ Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    47

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Wealth Appreciation Strategy (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

48    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    49

the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting at which continuance of the Advisory Agreement was approved, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the

50    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    51

Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

52    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL EQUITY (continued)

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio¹

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

1 Prior to July 12, 2019, Total Return Bond Portfolio was named Intermediate Bond Portfolio; prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    53

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AB WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

WA-0152-0220                

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

Not applicable to the registrant.

ITEM 13. EXHIBITS.

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

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
12	(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): The AB Portfolios

By: /s/ Robert M. Keith

Robert M. Keith

President

Date: April 26, 2020

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

By: /s/ Robert M. Keith

Robert M. Keith

President

Date: April 26, 2020

By: /s/ Joseph J. Mantineo

Joseph J. Mantineo

Treasurer and Chief Financial Officer

Date: April 26, 2020

EX-99.CERT

Exhibit 12(b)(1)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert M. Keith, President of The AllianceBernstein Portfolios, certify that:

1.I have reviewed this report on Form N-CSR of The AB Portfolios;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of

internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 26, 2020

/s/ Robert M.Keith Robert M. Keith President

Exhibit 12(b)(2)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Joseph J. Mantineo, Treasurer and Chief Financial Officer of The AB Portfolios, certify that:

1.I have reviewed this report on Form N-CSR of The AB Portfolios;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of

internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information ; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 26, 2020

/s/ Joseph J.Mantineo Joseph J. Mantineo

Treasurer and Chief Financial Officer

EX-99.906 CERT

EXHIBIT 12(c)

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of The AB Portfolios (the "Registrant"), hereby certifies that the Registrant's report on Form N-CSR for the period ended February 29, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: April 26, 2020

By: /s/ Robert M. Keith

Robert M. Keith

President

By: /s/ Joseph J. Mantineo

Joseph J. Mantineo

Treasurer and Chief Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.