Ab Portfolios N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMN-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, 2019

Date of reporting period: February 28, 2019

ITEM 1. REPORTS TO STOCKHOLDERS.

FEB    ^02.28.19

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 recent12-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 09, 2019

This report provides management’s discussion of fund performance for AB All Market Total Return Portfolio for the semi-annual reporting period ended February 28, 2019.

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 28, 2019(unaudited)

	6 Months		12 Months
AB ALL MARKET TOTAL RETURN PORTFOLIO
Class A Shares		-0.54%		1.10%
Class B Shares1		-0.81%		0.41%
Class C Shares		-0.89%		0.35%
Advisor Class Shares2		-0.40%		1.37%
Class R Shares2		-0.68%		0.69%
Class K Shares2		-0.47%		1.03%
Class I Shares2		-0.33%		1.35%
Primary Benchmark: MSCI ACWI (net)		-2.92%		-0.84%
Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		2.55%		3.94%

1 Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

2 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 28, 2019.

During both periods, all share classes of the Fund outperformed the primary benchmark and underperformed the Bloomberg Barclays Global Aggregate Bond Index (USD hedged), before sales charges. Equity markets were turbulent during both periods; the Fund’s more diversified approach, which balances exposures to equities, bonds, commodities and alternative strategies, outperformed the all-equity benchmark.

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For the six-month period, equities and fixed-income assets contributed to absolute performance, while alternative strategies detracted. Security selection within equities contributed, while selection in fixed-income assets and alternative strategies detracted.

During the 12-month period, fixed-income assets contributed to absolute performance, while alternative strategies and equity holdings detracted. Overall allocations within fixed income and alternative strategies contributed. Security selection within equities contributed, while selection in fixed-income assets and alternative strategies detracted.

The Fund utilized derivatives for hedging and investment purposes in the form of futures, currency forwards, credit default swaps, interest rate swaps and written swaptions, which contributed to absolute performance for both periods, while variance swaps, purchased options and written options detracted; total return swaps, inflation swaps and purchased swaptions contributed for the six-month period, but detracted for the12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

During the six-month period ended February 28, 2019, US and non-US equities declined, although emerging-market equities posted modest gains. In the US, growth-style stocks outperformed value-style stocks, and small-cap stocks outperformed their large-cap peers. Global trade tensions and rising interest rates weighed on stock market performance. In Europe, Brexit uncertainty, Italian budget issues and German economic woes persisted. Slowing global growth was an increasing concern more broadly. Global equities plummeted at the end of 2018 amid increased volatility, but recouped some losses in January and February, as corporate earnings were above analyst estimates and many central banks shared more dovish monetary policy outlooks.

Fixed-income markets had generally positive returns. Global high yield, developed-market treasuries and investment-grade securities rallied. Emerging-market debt sectors rallied, amid positive idiosyncratic developments and a more favorable macro backdrop, particularly a more patient US Federal Reserve (the “Fed”). Developed-market treasury yield curves moved in different directions (bond yields move inversely to price). The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet before surprising markets with a more dovish tone at the beginning of 2019. Although the European Central Bank formally ended its bond-buying program, the bank also turned more dovish in 2019, putting credit-easing measures back on the table. Meanwhile, the People’s Bank of China started the new year by cutting its reserve requirement ratio.

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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.

Equity securities will primarily be large-capitalization securities, but will include small- and mid-capitalization securities to a lesser extent, and will include derivatives related to equity securities. In selecting equity securities for the Fund, the Adviser will use 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 will attempt 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.

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

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(continued on next page)

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 will 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, 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 will seek 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 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 will be subject to the risks associated with the commodities, derivatives and other instruments in which the Subsidiary invests, to the extent of its investment in the Subsidiary. The Fund limits its investment in the Subsidiary to no more than 25% of its 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

(continued on next page)

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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 value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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 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.

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DISCLOSURES AND RISKS(continued)

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 less liquid due to adverse market, economic, political, regulatory or other factors.

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

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

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DISCLOSURES AND RISKS(continued)

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 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.

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DISCLOSURES AND RISKS(continued)

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.

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; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) 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 28, 2019(unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		1.10%		-3.22%
5 Years		3.38%		2.48%
10 Years		9.40%		8.93%
CLASS B SHARES
1 Year		0.41%		-3.59%
5 Years		2.61%		2.61%
10 Years1		8.76%		8.76%
CLASS C SHARES
1 Year		0.35%		-0.65%
5 Years		2.61%		2.61%
10 Years		8.61%		8.61%
ADVISOR CLASS SHARES2
1 Year		1.37%		1.37%
5 Years		3.63%		3.63%
10 Years		9.71%		9.71%
CLASS R SHARES2
1 Year		0.69%		0.69%
5 Years		2.96%		2.96%
10 Years		8.98%		8.98%
CLASS K SHARES2
1 Year		1.03%		1.03%
5 Years		3.28%		3.28%
10 Years		9.32%		9.32%
CLASS I SHARES2
1 Year		1.35%		1.35%
5 Years		3.62%		3.62%
10 Years		9.69%		9.69%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.23%, 2.00%, 1.98%, 0.98%, 1.64%, 1.33% and 1.01% for Class A, Class B, 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 Assumes conversion of Class B shares into Class A shares after eight years.

2 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, 2019(unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-2.16%
5 Years		2.80%
10 Years		8.42%
CLASS B SHARES
1 Year		-2.57%
5 Years		2.92%
10 Years1		8.25%
CLASS C SHARES
1 Year		0.45%
5 Years		2.91%
10 Years		8.10%
ADVISOR CLASS SHARES2
1 Year		2.45%
5 Years		3.95%
10 Years		9.19%
CLASS R SHARES2
1 Year		1.72%
5 Years		3.26%
10 Years		8.46%
CLASS K SHARES2
1 Year		2.06%
5 Years		3.59%
10 Years		8.81%
CLASS I SHARES2
1 Year		2.35%
5 Years		3.92%
10 Years		9.16%

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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, 2018		Ending Account Value February 28, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	994.60	$	4.45		0.90	%	$	5.09		1.03	%
Hypothetical**	$	1,000	$	1,020.33	$	4.51		0.90	%	$	5.16		1.03	%
Class B
Actual	$	1,000	$	991.90	$	8.25		1.67	%	$	8.89		1.80	%
Hypothetical**	$	1,000	$	1,016.51	$	8.35		1.67	%	$	9.00		1.80	%
Class C
Actual	$	1,000	$	991.10	$	8.15		1.65	%	$	8.79		1.78	%
Hypothetical**	$	1,000	$	1,016.61	$	8.25		1.65	%	$	8.90		1.78	%
Advisor Class
Actual	$	1,000	$	996.00	$	3.22		0.65	%	$	3.86		0.78	%
Hypothetical**	$	1,000	$	1,021.57	$	3.26		0.65	%	$	3.91		0.78	%
Class R
Actual	$	1,000	$	993.20	$	6.47		1.31	%	$	7.12		1.44	%
Hypothetical**	$	1,000	$	1,018.30	$	6.56		1.31	%	$	7.20		1.44	%
Class K
Actual	$	1,000	$	995.30	$	4.90		0.99	%	$	5.54		1.12	%
Hypothetical**	$	1,000	$	1,019.89	$	4.96		0.99	%	$	5.61		1.12	%
Class I
Actual	$	1,000	$	996.70	$	3.32		0.67	%	$	3.96		0.80	%
Hypothetical**	$	1,000	$	1,021.47	$	3.36		0.67	%	$	4.01		0.80	%

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

** Assumes 5% annual return before expenses.

+ 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 181/365 (to reflect the one-half year period).

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

PORTFOLIO SUMMARY

February 28, 2019(unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $724.2

1 All data are as of February 28, 2019. 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 “Consolidated Portfolio of Investments” section of the report for additional details).

2 “Other” represents less than 0.1% weightings in the following security types: Collateralized Loan Obligations, Local Governments–Regional Bonds, Local Governments–US Municipal Bonds, Mortgage Pass-Throughs, Options Purchased–Calls, Options Purchased–Puts, Preferred Stocks, Quasi-Sovereigns and Warrants.

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS

February 28, 2019(unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 56.1%
Information Technology – 11.9%
Communications Equipment – 0.6%
ARRIS International PLC(a)		48,100	$	1,523,808
F5 Networks, Inc.(a)		633		106,433
Finisar Corp.(a)		62,449		1,529,376
Juniper Networks, Inc.		25,012		677,325
Telefonaktiebolaget LM Ericsson – Class B		16,023		146,053
				3,982,995
Electronic Equipment, Instruments & Components – 0.7%
Amphenol Corp. – Class A		45,938		4,316,794
Hitachi Ltd.		9,400		282,567
IPG Photonics Corp.(a)		5,148		798,095
				5,397,456
IT Services – 3.6%
Accenture PLC – Class A		270		43,573
Akamai Technologies, Inc.(a)		10,672		743,411
Amadeus IT Group SA – Class A		13,050		981,651
Amdocs Ltd.		6,967		387,156
Automatic Data Processing, Inc.		16,715		2,557,896
Booz Allen Hamilton Holding Corp.		29,666		1,568,145
Capgemini SE		6,890		823,548
CGI, Inc.(a)		5,204		348,911
Cognizant Technology Solutions Corp. – Class A		34,568		2,453,637
Fidelity National Information Services, Inc.		6,760		731,094
First Data Corp. – Class A(a)		58,627		1,473,883
Goodman Networks, Inc.(a)(b)(c)(d)		3,005		– 0	–
Luxoft Holding, Inc.(a)		12,862		749,726
Mastercard, Inc. – Class A		32,340		7,269,061
Paychex, Inc.		18,510		1,425,640
Total System Services, Inc.		7,890		744,816
Visa, Inc. – Class A		27,188		4,027,087
				26,329,235
Semiconductors & Semiconductor Equipment – 1.5%
ASML Holding NV		6,840		1,251,286
Integrated Device Technology, Inc.(a)		30,794		1,488,274
Intel Corp.		47,121		2,495,528
KLA-Tencor Corp.		6,263		723,343
NXP Semiconductors NV		9,290		848,363
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		24,210		945,400
Texas Instruments, Inc.		7,023		742,893

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Versum Materials, Inc.		31,215	$	1,529,535
Xilinx, Inc.		6,750		845,775
				10,870,397
Software – 4.4%
Avaya Holdings Corp.(a)		8,861		137,257
Cadence Design Systems, Inc.(a)		15,303		876,097
Check Point Software Technologies Ltd.(a)		12,430		1,520,189
Citrix Systems, Inc.		6,685		705,268
Constellation Software, Inc./Canada		1,526		1,303,098
Fortinet, Inc.(a)		9,898		859,047
Gemalto NV(a)		18,706		1,083,006
Microsoft Corp.		131,548		14,737,323
Nice Ltd.(a)		19,050		2,246,931
Oracle Corp.		48,488		2,527,679
Oracle Corp. Japan		18,300		1,368,635
Red Hat, Inc.(a)		9,195		1,679,007
SAP SE		7,021		751,433
ServiceNow, Inc.(a)		1,060		253,806
Symantec Corp.		32,899		739,899
VMware, Inc. – Class A		4,852		833,622
				31,622,297
Technology Hardware, Storage & Peripherals – 1.1%
Apple, Inc.		33,353		5,775,072
Samsung Electronics Co., Ltd.		56,501		2,261,273
Travelport Worldwide Ltd.		1,124		17,669
				8,054,014
				86,256,394
Financials – 9.3%
Banks – 3.6%
Banco do Brasil SA		11,500		154,919
Bank LeumiLe-Israel BM		85,600		566,139
Bank of America Corp.		1,531		44,522
Bank of China Ltd. – Class A		284,900		163,589
Bank of Communications Co., Ltd. – Class A		59,800		57,237
Blue Hills Bancorp, Inc.		42,663		1,061,455
China CITIC Bank Corp., Ltd.		190,500		186,633
China Everbright Bank Co., Ltd.		266,300		168,435
China Minsheng Banking Corp., Ltd.		111,587		108,973
Chongqing Rural Commercial Bank Co., Ltd. – Class H		281,000		175,805
Citigroup, Inc.		25,644		1,640,703
DBS Group Holdings Ltd.		161,200		2,955,399
DNB ASA		28,577		547,362

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Fidelity Southern Corp.		4,140	$	134,881
Fifth Third Bancorp		26,894		741,737
Hang Seng Bank Ltd.		23,900		591,856
Industrial Bank of Korea		10,544		130,683
JPMorgan Chase & Co.		9,448		985,993
Jyske Bank A/S		66,772		2,614,605
Mebuki Financial Group, Inc.		92,900		252,206
Mitsubishi UFJ Financial Group, Inc.		109,800		569,795
Oversea-Chinese Banking Corp., Ltd.		22,900		186,829
PNC Financial Services Group, Inc. (The)		3,790		477,616
Royal Bank of Canada		25,625		2,002,759
SunTrust Banks, Inc.		23,344		1,514,325
TCF Financial Corp.		63,686		1,458,409
Toronto-Dominion Bank (The)		29,769		1,707,032
Wells Fargo & Co.		78,710		3,926,842
Westpac Banking Corp.		40,870		782,299
				25,909,038
Capital Markets – 3.1%
BinckBank NV		105,178		748,804
BlackRock, Inc. – Class A		2,050		908,601
Cboe Global Markets, Inc.		6,373		611,234
Charles Schwab Corp. (The)		125,370		5,768,274
China Cinda Asset Management Co., Ltd. – Class H		609,000		176,820
China Huarong Asset Management Co., Ltd.(e)		806,000		184,805
CME Group, Inc. – Class A		6,260		1,138,757
Daiwa Securities Group, Inc.		51,200		259,971
Intercontinental Exchange, Inc.		13,910		1,073,156
Investment Technology Group, Inc.		33,476		1,011,979
Julius Baer Group Ltd.(a)		73,878		3,219,009
Korea Investment Holdings Co., Ltd.(a)		2,722		155,753
Macquarie Group Ltd.		3,990		364,306
Moody’s Corp.		8,630		1,494,026
NH Investment & Securities Co., Ltd.(a)		12,933		149,791
Partners Group Holding AG		1,150		830,896
S&P Global, Inc.		10,097		2,023,136
Singapore Exchange Ltd.		439,400		2,544,550
				22,663,868
Consumer Finance – 0.1%
Ally Financial, Inc.		7,550		204,530
Synchrony Financial		9,950		324,469
				528,999
Diversified Financial Services – 0.1%
Berkshire Hathaway, Inc. – Class B(a)		841		169,293
Far East Horizon Ltd.		99,000		110,480
Pargesa Holding SA		8,983		737,001
				1,016,774

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Insurance – 2.4%
Admiral Group PLC		20,000	$	579,126
Aegon NV		76,406		409,964
Arthur J Gallagher & Co.		18,010		1,445,843
Athene Holding Ltd. – Class A(a)		16,451		732,892
Direct Line Insurance Group PLC		89,910		425,045
Everest Re Group Ltd.		6,592		1,490,517
Fidelity National Financial, Inc.		54,108		1,898,650
Japan Post Holdings Co., Ltd.		24,800		301,467
Jardine Lloyd Thompson Group PLC		59,396		1,503,120
Legal & General Group PLC		154,943		576,563
Lincoln National Corp.		11,363		710,415
Marsh & McLennan Cos., Inc.		6,320		587,886
MetLife, Inc.		7,435		335,988
NN Group NV		45,320		1,972,578
PICC Property & Casualty Co., Ltd. – Class H		152,000		181,928
Poste Italiane SpA(e)		44,623		402,299
Prudential Financial, Inc.		8,558		820,284
Sampo Oyj – Class A		10,690		514,293
Stewart Information Services Corp.		29,655		1,273,089
Swiss Re AG		8,480		838,249
				17,000,196
				67,118,875
Health Care – 8.0%
Biotechnology – 1.5%
Amgen, Inc.		3,893		739,982
Celgene Corp.(a)		59,109		4,913,140
Gilead Sciences, Inc.		58,760		3,820,575
Spark Therapeutics, Inc.(a)		4,403		498,860
Vertex Pharmaceuticals, Inc.(a)		3,080		581,350
				10,553,907
Health Care Equipment & Supplies – 1.6%
Abbott Laboratories		89,869		6,975,632
Baxter International, Inc.		10,858		811,418
Koninklijke Philips NV		11,693		465,290
Medtronic PLC		10,333		935,137
ResMed, Inc.		268		27,451
Stryker Corp.		1,210		228,097
West Pharmaceutical Services, Inc.		18,523		1,940,284
				11,383,309
Health Care Providers & Services – 1.2%
Anthem, Inc.		19,740		5,936,410
Centene Corp.(a)		11,002		669,912
CVS Health Corp.		774		44,760
Humana, Inc.		1,186		338,057

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
McKesson Corp.		5,951	$	756,729
UnitedHealth Group, Inc.		3,893		942,963
				8,688,831
Life Sciences Tools & Services – 0.8%
IQVIA Holdings, Inc.(a)		33,287		4,663,509
Pacific Biosciences of California, Inc.(a)		103,085		753,551
Sartorius Stedim Biotech		3,475		408,751
				5,825,811
Pharmaceuticals – 2.9%
Astellas Pharma, Inc.		48,800		756,625
Bausch Health Cos., Inc.(a)		13,200		313,562
Bristol-Myers Squibb Co.		18,510		956,227
BTG PLC(a)		23,345		257,927
Eli Lilly & Co.		7,958		1,005,016
Endo International PLC(a)		3,078		33,827
Horizon Pharma PLC(a)		1,435		41,629
Johnson & Johnson		7,577		1,035,321
Merck & Co., Inc.		39,418		3,204,290
Novo Nordisk A/S – Class B		21,520		1,055,031
Pfizer, Inc.		62,296		2,700,532
Roche Holding AG		15,526		4,308,841
Sanofi		11,981		999,088
UCB SA		4,608		386,061
Zoetis, Inc.		45,990		4,333,637
				21,387,614
				57,839,472
Consumer Discretionary – 6.8%
Auto Components – 0.6%
Aptiv PLC		48,460		4,027,511
Atd New Holdings, Inc.(a)(b)(c)		2,609		46,962
				4,074,473
Automobiles – 0.0%
BAIC Motor Corp., Ltd.(e)		133,500		84,857
Diversified Consumer Services – 0.8%
H&R Block, Inc.		27,729		669,655
Laureate Education, Inc. – Class A(a)		3,231		49,402
Service Corp. International/US		97,183		4,017,545
Sotheby’s(a)		29,566		1,297,061
				6,033,663
Hotels, Restaurants & Leisure – 1.8%
Aristocrat Leisure Ltd.		60,970		1,065,019
Caesars Entertainment Corp.(a)		5,492		47,341
Choice Hotels International, Inc.		7,129		569,179
Compass Group PLC		80,008		1,766,979

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
eDreams ODIGEO SA(a)		29,487	$	93,912
Las Vegas Sands Corp.		29,452		1,809,236
McDonald’s Corp.		6,880		1,264,819
Starbucks Corp.		91,868		6,454,646
				13,071,131
Household Durables – 0.1%
Auto Trader Group PLC(e)		100,510		634,514
Hovnanian Enterprises, Inc. – Class A(a)		7,965		5,393
				639,907
Internet & Direct Marketing Retail – 1.0%
Amazon.com, Inc.(a)		1,075		1,762,817
Booking Holdings, Inc.(a)		2,742		4,653,284
Nutrisystem, Inc.		28,494		1,233,220
				7,649,321
Media – 0.2%
Clear Channel Outdoor Holdings, Inc. – Class A(a)		7,440		40,771
Tribune Media Co. – Class A		32,438		1,499,609
				1,540,380
Multiline Retail – 0.3%
Dollar General Corp.		11,400		1,350,444
Lotte Shopping Co., Ltd.		801		135,954
Next PLC		8,032		541,706
				2,028,104
Specialty Retail – 1.7%
AutoZone, Inc.(a)		1,130		1,061,036
Home Depot, Inc. (The)		12,027		2,226,678
O’Reilly Automotive, Inc.(a)		2,256		839,142
Ross Stores, Inc.		19,937		1,890,626
TJX Cos., Inc. (The)		31,330		1,606,916
Ulta Salon Cosmetics & Fragrance, Inc.(a)		14,628		4,571,104
				12,195,502
Textiles, Apparel & Luxury Goods – 0.3%
Samsonite International SA(a)(e)		659,700		1,960,490
				49,277,828
Industrials – 5.7%
Aerospace & Defense – 1.3%
Arconic, Inc.		34,769		642,879
BAE Systems PLC		96,250		593,446
Boeing Co. (The)		4,190		1,843,432
Esterline Technologies Corp.(a)		9,814		1,194,855
Harris Corp.		4,660		768,574
L3 Technologies, Inc.		7,382		1,563,138

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Raytheon Co.		12,120	$	2,260,380
Spirit AeroSystems Holdings, Inc. – Class A		8,491		838,911
				9,705,615
Air Freight & Logistics – 0.1%
CH Robinson Worldwide, Inc.		5,956		538,303
Hyundai Glovis Co., Ltd.		1,068		132,295
				670,598
Airlines – 0.2%
Qantas Airways Ltd.		207,000		841,571
United Continental Holdings, Inc.(a)		8,070		708,627
				1,550,198
Building Products – 0.8%
Allegion PLC		45,248		4,070,510
Lennox International, Inc.		530		129,983
LIXIL Group Corp.		18,700		253,343
USG Corp.		34,497		1,487,166
				5,941,002
Commercial Services & Supplies – 0.5%
Republic Services, Inc. – Class A		10,530		825,868
Secom Co., Ltd.		28,400		2,456,580
Toppan Printing Co., Ltd.		16,700		266,014
				3,548,462
Construction & Engineering – 0.1%
Daelim Industrial Co., Ltd.		1,826		151,739
GS Engineering & Construction Corp.		4,040		153,641
Obayashi Corp.		28,500		277,799
Willscot Corp.(c)(d)		1,235		12,585
				595,764
Consumer Cyclical - Automotive – 0.0%
Exide Technologies(a)(b)(d)(f)		2,460		172
Exide Technologies/Old(a)(b)(d)(f)		1,244		87
				259
Electrical Equipment – 0.0%
Emerson Electric Co.		1,156		78,781
Industrial Conglomerates – 0.0%
SK Holdings Co., Ltd.		672		162,821
Machinery – 0.9%
Dover Corp.		39,070		3,537,007
Kone Oyj – Class B(g)		27,610		1,348,983
Mitsubishi Heavy Industries Ltd.		7,500		305,853
PACCAR, Inc.		11,560		783,768
Stanley Black & Decker, Inc.		5,708		755,911
Weichai Power Co., Ltd. – Class H		110,000		153,146
				6,884,668

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Professional Services – 1.5%
Experian PLC		31,390	$	816,600
RELX PLC		153,142		3,515,290
Robert Half International, Inc.		10,960		747,362
Verisk Analytics, Inc. – Class A(a)		34,270		4,332,756
Wolters Kluwer NV		18,190		1,198,656
				10,610,664
Road & Rail – 0.1%
ALD SA(e)		43,783		631,738
Trading Companies & Distributors – 0.0%
Emeco Holdings Ltd.(a)		4,397		6,661
Transportation Infrastructure – 0.2%
Airports of Thailand PCL		71,900		154,010
Flughafen Zurich AG		5,443		969,046
Zhejiang Expressway Co., Ltd. – Class H		154,000		160,719
				1,283,775
				41,671,006
Communication Services – 5.6%
Diversified Telecommunication Services – 0.9%
China Communications Services Corp., Ltd. – Class H		190,000		191,144
Elisa Oyj		9,356		392,582
HKT Trust & HKT Ltd. – Class SS		1,356,000		2,117,846
LG Uplus Corp.		9,547		127,146
Nippon Telegraph & Telephone Corp.		37,400		1,616,527
Spark New Zealand Ltd.		102,876		261,157
Telenor ASA		20,515		400,080
TELUS Corp.		16,830		611,326
Verizon Communications, Inc.		14,101		802,629
				6,520,437
Entertainment – 0.4%
Daiichikosho Co., Ltd.		12,600		622,567
Live Nation Entertainment, Inc.(a)		12,631		714,409
NCSoft Corp.		353		144,739
Netflix, Inc.(a)		703		251,744
Twenty-First Century Fox, Inc. – Class B		12,380		620,981
Viacom, Inc. – Class B		23,725		693,245
				3,047,685
Interactive Media & Services – 2.2%
Alphabet, Inc. – Class A(a)		837		942,922
Alphabet, Inc. – Class C(a)		9,075		10,163,274
Autohome, Inc. (ADR)(a)(g)		6,560		616,968
Facebook, Inc. – Class A(a)		26,740		4,317,173
Twitter, Inc.(a)		3,170		97,573
				16,137,910

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Media – 1.0%
CBS Corp. – Class B		14,198	$	712,881
Charter Communications, Inc. – Class A(a)		193		66,568
Comcast Corp. – Class A		32,438		1,254,377
DISH Network Corp. – Class A(a)		609		19,799
Multichoice Group Ltd.		12,910		96,227
Naspers Ltd. – Class N		12,910		2,784,287
Omnicom Group, Inc.		11,130		842,541
Quebecor, Inc. – Class B		40,290		978,815
				6,755,495
Wireless Telecommunication Services – 1.1%
China Mobile Ltd.		124,000		1,309,746
DiGi.Com Bhd		147,100		164,233
Globe Telecom, Inc.		4,160		152,620
KDDI Corp.		100,800		2,436,304
Millicom International Cellular SA		11,028		663,730
SK Telecom Co., Ltd.		603		139,662
SoftBank Group Corp.		22,800		2,115,710
Sprint Corp.(a)		189,563		1,203,725
				8,185,730
				40,647,257
Consumer Staples – 2.8%
Beverages – 0.3%
Ambev SA		114,900		527,063
Coca-Cola Amatil Ltd.		47,456		268,342
PepsiCo, Inc.		5,830		674,181
Wuliangye Yibin Co., Ltd. – Class A		75,190		803,102
				2,272,688
Food & Staples Retailing – 0.9%
Casino Guichard Perrachon SA		6,020		318,338
Colruyt SA		3,817		272,247
Dairy Farm International Holdings Ltd.		18,300		163,808
Empire Co., Ltd. – Class A		13,972		324,575
Koninklijke Ahold Delhaize NV		58,444		1,506,232
Kroger Co. (The)		25,720		754,368
Seven & i Holdings Co., Ltd.(g)		11,100		488,529
Southeastern Grocers, Inc. Npv(a)(b)(c)(d)		2,013		71,461
Sysco Corp.		11,220		757,911
Walgreens Boots Alliance, Inc.		10,305		733,613
Walmart, Inc.		14,650		1,450,203
				6,841,285
Food Products – 0.3%
Danone SA		9,315		703,555
Marine Harvest ASA(a)(g)		17,245		397,964

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Nestle Malaysia Bhd		4,300	$	156,265
Salmar ASA		18,950		907,829
				2,165,613
Household Products – 0.3%
Kimberly-Clark Corp.		718		83,884
Procter & Gamble Co. (The)		24,150		2,379,982
				2,463,866
Personal Products – 0.3%
L’Oreal SA		4,942		1,246,420
Unilever PLC		11,570		615,962
				1,862,382
Tobacco – 0.7%
Altria Group, Inc.		15,326		803,236
British American Tobacco PLC		33,424		1,225,427
Imperial Brands PLC		27,900		929,693
KT&G Corp.		1,770		165,932
Philip Morris International, Inc.		20,256		1,761,057
				4,885,345
				20,491,179
Energy – 2.0%
Energy Equipment & Services – 0.1%
Helmerich & Payne, Inc.		12,490		676,958
Oil, Gas & Consumable Fuels – 1.9%
Berry Petroleum Corp.		9,528		121,291
BP PLC		30,721		217,790
CHC Group LLC(a)(f)		2,966		148
Chevron Corp.		5,027		601,129
Denbury Resources, Inc.(a)		2,348		4,508
Encana Corp.		213,272		1,546,214
Equinor ASA		39,680		892,481
Exxon Mobil Corp.		3,422		270,441
Galp Energia SGPS SA		9,687		158,823
Gazprom PJSC (Sponsored ADR)		33,560		158,403
GS Holdings Corp.		3,130		149,060
Halcon Resources Corp.(a)(g)		579		869
HollyFrontier Corp.		8,418		431,002
K2016470219 South Africa Ltd. – Series A(a)(b)(c)(d)		465,862		– 0	–
K2016470219 South Africa Ltd. – Series B(a)(b)(c)(d)		73,623		– 0	–
Kinder Morgan, Inc./DE		36,500		699,340
LUKOIL PJSC (Sponsored ADR)		17,354		1,449,927
Marathon Petroleum Corp.		6,921		429,171
Paragon Litigation – Class A(b)(c)		649		528
Paragon Litigation – Class B(b)(c)		974		34,821

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Peabody Energy Corp.		1,456	$	44,918
Petroleo Brasileiro SA		8,900		70,752
Phillips 66		4,780		460,601
Roan Resources, Inc.(a)		99		769
Royal Dutch Shell PLC – Class B		123,696		3,880,375
Tervita Corp.(a)		62,228		334,323
TOTAL SA		16,944		964,430
Triangle Petroleum Corp.(a)		7,408		122
Valero Energy Corp.		6,221		507,385
Vantage Drilling International(a)(b)(c)		200		51,200
				13,480,821
				14,157,779
Materials – 1.6%
Chemicals – 1.0%
BASF SE		33,409		2,542,997
CF Industries Holdings, Inc.		8,388		353,974
Covestro AG(e)		5,290		301,198
Ecolab, Inc.		15,740		2,658,643
Indorama Ventures PCL		90,700		148,229
Ingevity Corp.(a)		2		230
Methanex Corp.		4,296		241,806
Mitsubishi Chemical Holdings Corp.		31,900		235,907
Sinopec Shanghai Petrochemical Co., Ltd.		213,400		175,992
Sinopec Shanghai Petrochemical Co., Ltd. – Class H		280,000		141,959
Sumitomo Chemical Co., Ltd.		52,800		262,534
				7,063,469
Containers & Packaging – 0.2%
Bemis Co., Inc.		28,467		1,505,904
RPC Group PLC		11,207		117,467
Westrock Co.		16		598
				1,623,969
Metals & Mining – 0.3%
Artsonig Pty Ltd.(b)(c)(d)		51,133		767
BHP Group Ltd.		7,580		200,198
Cia Siderurgica Nacional SA(a)		56,300		196,053
Constellium NV – Class A(a)		8,939		84,563
Goldcorp, Inc.		142,046		1,497,165
Maanshan Iron & Steel Co., Ltd. – Class H		342,000		162,873
Neenah Enterprises, Inc.(a)(b)(c)(d)		10,896		32,797
				2,174,416
Paper & Forest Products – 0.1%
Mondi PLC		23,549		539,100
				11,400,954

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Utilities – 1.2%
Electric Utilities – 0.7%
CEZ AS		6,466	$	156,653
EDP – Energias de Portugal SA		310,750		1,139,365
Electricite de France SA		24,190		351,198
Enel SpA		75,480		456,438
Exelon Corp.		16,838		818,158
Manila Electric Co.		23,630		167,940
Orsted A/S(e)		5,920		429,697
PPL Corp.		23,666		761,335
Red Electrica Corp. SA		9,760		210,866
Terna Rete Elettrica Nazionale SpA		63,052		392,260
				4,883,910
Gas Utilities – 0.1%
Tokyo Gas Co., Ltd.		28,800		793,928
Independent Power and Renewable Electricity Producers – 0.1%
AES Corp./VA		45,645		786,463
Multi-Utilities – 0.2%
Ameren Corp.		9,660		688,179
CenterPoint Energy, Inc.		24,008		723,601
				1,411,780
Water Utilities – 0.1%
Guangdong Investment Ltd.		584,000		1,119,472
				8,995,553
Real Estate – 1.2%
Equity Real Estate Investment Trusts (REITs) – 0.7%
Fibra Uno Administracion SA de CV		115,701		160,757
Host Hotels & Resorts, Inc.		38,817		761,201
InfraREIT, Inc.		25,773		550,254
Lamar Advertising Co. – Class A		6,030		467,747
Merlin Properties Socimi SA		78,170		1,012,580
National Retail Properties, Inc.		5,696		296,762
Nippon Building Fund, Inc.		193		1,256,696
Stockland		109,900		273,327
				4,779,324
Real Estate Management & Development – 0.5%
Agile Group Holdings Ltd.		124,000		154,952
Aroundtown SA		42,879		360,051
CBRE Group, Inc. – Class A(a)		38,702		1,925,812
Guangzhou R&F Properties Co., Ltd. – Class H		80,800		151,076

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company		Shares		U.S. $ Value
Nomura Real Estate Holdings, Inc.			13,900	$	263,425
Vonovia SE			21,980		1,063,863
					3,919,179
					8,698,503
Total Common Stocks (cost $364,274,042)					406,554,800
INVESTMENT COMPANIES – 7.0%
Funds and Investment Trusts – 7.0%(h)
iShares iBoxx High Yield Corporate Bond ETF(g)			127,590		10,940,842
iShares JP Morgan USD Emerging Markets Bond ETF			6,100		664,107
iShares Russell 2000 ETF			591		92,657
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			93,525		3,192,008
Vanguard Globalex-U.S. Real Estate ETF			295,083		16,802,026
Vanguard Real Estate ETF			229,947		19,313,249
Total Investment Companies (cost $50,093,778)					51,004,889
		Principal Amount (000)
CORPORATES –NON-INVESTMENT GRADE – 6.0%
Industrial – 4.8%
Basic – 0.4%
AK Steel Corp. 7.00%, 3/15/27	$		133		112,235
CF Industries, Inc. 3.45%, 6/01/23			78		75,498
5.375%, 3/15/44			53		46,389
Cleveland-Cliffs, Inc. 5.75%, 3/01/25			101		98,654
Commercial Metals Co. 5.375%, 7/15/27			140		132,124
Constellium NV 5.75%, 5/15/24(e)			250		245,612
Crown Americas LLC/Crown Americas Capital Corp. VI 4.75%, 2/01/26			102		102,362
Eldorado Gold Corp. 6.125%, 12/15/20(e)			102		99,080
ERP Iron Ore, LLC 9.039%, 12/31/19(a)(b)(c)(d)(i)(j)			17		17,028

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Freeport-McMoRan, Inc. 3.55%, 3/01/22	$		204	$	201,685
3.875%, 3/15/23			186		182,843
Grinding Media,Inc./Moly-Cop AltaSteel Ltd. 7.375%, 12/15/23(e)			100		100,010
Joseph T Ryerson & Son, Inc. 11.00%, 5/15/22(e)			301		317,746
Kraton Polymers LLC/Kraton Polymers Capital Corp. 5.25%, 5/15/26(e)	EUR		100		113,536
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/18(a)(b)(k)(l)	$		146		1
Momentive Performance Materials, Inc. 3.88%, 10/24/21			85		91,708
8.875%, 10/15/20(a)(b)(d)(f)			85		– 0	–
OCI NV 5.00%, 4/15/23(e)	EUR		100		120,001
Pactiv LLC 7.95%, 12/15/25	$		60		58,693
Peabody Energy Corp. 6.00%, 3/31/22(e)			13		12,883
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 5.125%, 7/15/23(e)			152		151,974
Sealed Air Corp. 6.875%, 7/15/33(e)			170		177,269
SPCM SA 4.875%, 9/15/25(e)			142		139,010
Starfruit Finco BV/Starfruit US Holdco LLC 8.00%, 10/01/26(e)			150		149,571
United States Steel Corp. 6.25%, 3/15/26			36		34,150
6.875%, 8/15/25			103		101,918
Valvoline, Inc. 5.50%, 7/15/24			17		17,059
WR Grace & Co.-Conn 5.625%, 10/01/24(e)			23		23,582
					2,922,621
Capital Goods – 0.3%
ARD Finance SA 7.125% (7.125% Cash or 7.875% PIK), 9/15/23(j)			200		200,622
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. 7.25%, 5/15/24(e)			7		7,372

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Ball Corp. 4.375%, 12/15/20	$		88	$	89,536
5.00%, 3/15/22			142		147,863
BBA US Holdings, Inc. 5.375%, 5/01/26(e)			50		50,929
Bombardier, Inc. 5.75%, 3/15/22(e)			364		365,136
7.50%, 3/15/25(e)(g)			22		22,187
BWAY Holding Co. 4.75%, 4/15/24(e)	EUR		105		120,975
7.25%, 4/15/25(e)(g)	$		140		132,818
Clean Harbors, Inc. 5.125%, 6/01/21			120		120,685
Cleaver-Brooks, Inc. 7.875%, 3/01/23(e)			65		63,700
Colfax Corp. 6.00%, 2/15/24(e)			23		23,794
6.375%, 2/15/26(e)			24		25,015
Gates Global LLC/Gates Global Co. 6.00%, 7/15/22(e)			49		49,381
GFL Environmental, Inc. 5.625%, 5/01/22(e)			157		151,638
Hulk Finance Corp. 7.00%, 6/01/26(e)			8		7,611
JELD-WEN, Inc. 4.625%, 12/15/25(e)			17		15,989
4.875%, 12/15/27(e)			23		21,439
Owens-Brockway Glass Container, Inc. 5.00%, 1/15/22(e)			47		48,851
Stevens Holding Co., Inc. 6.125%, 10/01/26(e)			18		18,454
TransDigm UK Holdings PLC 6.875%, 5/15/26(e)			265		258,136
TransDigm, Inc. 6.50%, 7/15/24			145		146,457
					2,088,588
Communications - Media – 0.5%
Altice Financing SA 6.625%, 2/15/23(e)			162		166,327
7.50%, 5/15/26(e)			285		275,743
Altice France SA/France 7.375%, 5/01/26(e)			450		441,387
CCO Holdings LLC/CCO Holdings Capital Corp. 5.125%,2/15/23-5/01/27(e)			223		223,614
5.25%, 9/30/22			15		15,160

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
5.375%, 5/01/25(e)	$		30	$	30,444
5.875%, 5/01/27(e)			48		49,530
CSC Holdings LLC 5.375%, 2/01/28(e)			200		196,536
6.625%, 10/15/25(e)			6		6,758
10.875%, 10/15/25(e)			236		273,666
DISH DBS Corp. 5.00%, 3/15/23(g)			38		34,054
5.875%, 11/15/24			20		16,853
6.75%, 6/01/21			69		70,459
Gray Television, Inc. 5.125%, 10/15/24(e)			150		148,945
5.875%, 7/15/26(e)			85		85,940
iHeartCommunications, Inc. 6.875%, 6/15/18(a)(b)(c)(k)			121		12,666
9.00%, 12/15/19(a)(i)			175		122,478
11.25%, 3/01/21(a)(e)(i)			25		15,398
Meredith Corp. Co. Guar 6.875%, 2/01/26			203		209,658
Netflix, Inc. 4.875%, 4/15/28			336		327,805
Radiate Holdco LLC/Radiate Finance, Inc. 6.625%, 2/15/25(e)			43		40,090
6.875%, 2/15/23(e)			60		57,692
RR Donnelley & Sons Co. 7.875%, 3/15/21			70		72,057
Sinclair Television Group, Inc. 5.125%, 2/15/27(e)			150		140,594
6.125%, 10/01/22			41		41,925
TEGNA, Inc. 5.125%, 7/15/20			62		61,981
UPC Holding BV 5.50%, 1/15/28(e)			217		220,771
Ziggo Bond Co. BV 5.875%, 1/15/25(e)			44		42,762
Ziggo BV 5.50%, 1/15/27(e)			268		257,992
					3,659,285
Communications - Telecommunications – 0.4%
C&W Senior Financing DAC 6.875%, 9/15/27(e)			200		196,418
CBT-Mobile USA, Inc. 6.50%,1/15/24-1/15/26(a)(b)(c)(d)			150		– 0	–
CenturyLink, Inc. Series S 6.45%, 6/15/21			63		65,146
Series T 5.80%, 3/15/22			93		95,282

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Embarq Corp. 7.995%, 6/01/36	$		178	$	172,502
Frontier Communications Corp. 7.125%, 1/15/23			155		93,369
7.625%, 4/15/24			133		77,085
7.875%, 1/15/27			31		15,819
8.75%, 4/15/22(g)			64		43,498
11.00%, 9/15/25			131		83,873
Hughes Satellite Systems Corp. 6.50%, 6/15/19			71		71,457
7.625%, 6/15/21			47		50,166
Intelsat Jackson Holdings SA 5.50%, 8/01/23			268		244,897
8.00%, 2/15/24(e)			25		25,883
9.50%, 9/30/22(e)			107		124,134
9.75%, 7/15/25(e)			147		153,025
Level 3 Financing, Inc. 5.25%, 3/15/26			164		161,521
Level 3 Parent LLC 5.75%, 12/01/22			18		18,603
Qwest Corp. 6.75%, 12/01/21			123		130,842
6.875%, 9/15/33			27		26,414
Sable International Finance Ltd. 6.875%, 8/01/22(e)			102		106,173
Sprint Capital Corp. 6.875%, 11/15/28			150		148,270
Sprint Communications, Inc. 7.00%, 3/01/20(e)			149		153,668
T-Mobile USA, Inc. 6.50%,1/15/24-1/15/26			152		157,961
Telecom Italia Capital SA 6.375%, 11/15/33			136		127,779
7.20%, 7/18/36			148		148,527
7.721%, 6/04/38			68		69,819
Zayo Group LLC/Zayo Capital, Inc. 5.75%, 1/15/27(e)			205		198,821
					2,960,952
Consumer Cyclical - Automotive – 0.2%
American Axle & Manufacturing, Inc. 6.25%, 4/01/25(g)			125		124,822
BCD Acquisition, Inc. 9.625%, 9/15/23(e)			245		258,292
Cooper-Standard Automotive, Inc. 5.625%, 11/15/26(e)			87		77,774
Dana, Inc. 5.50%, 12/15/24			33		32,818

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)			U.S. $ Value
Exide Technologies 7.00%, 4/30/25(b)(j)(l)(m)	$		244		$	126,978
11.00% (11.00% Cash or 7.00% PIK), 4/30/22(b)(j)(l)			89			70,561
IHO Verwaltungs GmbH 4.125% (4.125% Cash or 4.875% PIK), 9/15/21(e)(j)			142			140,317
Meritor, Inc. 6.25%, 2/15/24			69			70,394
Navistar International Corp. 6.625%, 11/01/25(e)			132			136,206
Tenneco, Inc. 5.00%, 7/15/26			167			142,925
Titan International, Inc. 6.50%, 11/30/23			144			134,257
						1,315,344
Consumer Cyclical - Entertainment – 0.0%
AMC Entertainment Holdings, Inc. 5.75%, 6/15/25(g)			10			9,647
5.875%, 11/15/26			162			145,904
National CineMedia LLC 5.75%, 8/15/26			33			30,473
						186,024
Consumer Cyclical - Other – 0.4%
Beazer Homes USA, Inc. 5.875%, 10/15/27			88			76,769
6.75%, 3/15/25			64			59,721
8.75%, 3/15/22			155			162,367
Caesars Entertainment Corp. 5.00%, 10/01/24(b)(m)			26			37,697
Cirsa Finance International SARL 6.25%, 12/20/23(e)	EUR		110			131,669
Five Point Operating Co. LP/Five Point Capital Corp. 7.875%, 11/15/25(e)	$		173			167,492
International Game Technology PLC 6.50%, 2/15/25(e)			200	��		212,858
K. Hovnanian Enterprises, Inc. 5.00%, 11/01/21			103			81,730
10.00%, 7/15/22(e)			220			175,980
10.50%, 7/15/24(e)			219			152,744
KB Home 7.00%, 12/15/21			54			57,155
7.50%, 9/15/22			25			26,920
8.00%, 3/15/20			14			14,753

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Lennar Corp. 4.50%, 11/15/19	$		148	$	149,021
6.25%, 12/15/21			55		57,877
Marriott Ownership Resorts, Inc./ILG LLC 6.50%, 9/15/26(e)			151		156,193
MDC Holdings, Inc. 5.50%, 1/15/24			14		14,472
5.625%, 2/01/20			57		57,706
6.00%, 1/15/43			270		230,491
Meritage Homes Corp. 7.00%, 4/01/22			11		11,331
PulteGroup, Inc. 5.00%, 1/15/27			21		20,511
6.00%, 2/15/35			130		118,490
7.875%, 6/15/32			151		163,019
Shea Homes LP/Shea Homes Funding Corp. 5.875%, 4/01/23(e)			18		17,133
6.125%, 4/01/25(e)			146		136,812
Standard Industries, Inc./NJ 6.00%, 10/15/25(e)			74		77,653
Stars Group Holdings BV/Stars Group USCo-Borrower LLC 7.00%, 7/15/26(e)			122		124,713
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp. 5.875%, 5/15/25(e)			197		194,864
Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc. 5.625%, 3/01/24(e)			183		180,581
Toll Brothers Finance Corp. 4.875%, 3/15/27			27		26,415
5.875%, 2/15/22			86		89,970
					3,185,107
Consumer Cyclical - Restaurants – 0.1%
Golden Nugget, Inc. 8.75%, 10/01/25(e)			140		144,262
IRB Holding Corp. 6.75%, 2/15/26(e)			247		233,064
					377,326
Consumer Cyclical - Retailers – 0.1%
JC Penney Corp., Inc. 6.375%, 10/15/36			37		13,802
L Brands, Inc. 6.875%, 11/01/35			142		122,226
7.00%, 5/01/20			106		110,277

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
PetSmart, Inc. 7.125%, 3/15/23(e)	$		154	$	105,094
Sonic Automotive, Inc. 5.00%, 5/15/23			135		127,996
6.125%, 3/15/27			47		42,249
William Carter Co. (The) 5.625%, 3/15/27(e)			44		44,000
					565,644
ConsumerNon-Cyclical – 0.6%
Acadia Healthcare Co., Inc. 5.625%, 2/15/23			139		137,973
Air Medical Group Holdings, Inc. 6.375%, 5/15/23(e)(g)			85		71,917
Albertsons Cos. LLC/Safeway, Inc./New Albertsons LP/Albertson’s LLC 5.75%, 3/15/25			60		56,696
6.625%, 6/15/24			213		213,666
Aveta, Inc. 10.50%, 3/01/21(a)(b)(d)(l)			1,149		– 0	–
Bausch Health Americas, Inc. 8.50%, 1/31/27(e)			19		19,736
Bausch Health Cos., Inc. 5.50%, 3/01/23(e)			152		151,710
5.625%, 12/01/21(e)			140		140,214
5.875%, 5/15/23(e)			190		189,430
Catalent Pharma Solutions, Inc. 4.875%, 1/15/26(e)			55		54,405
CHS/Community Health Systems, Inc. 6.25%, 3/31/23			134		128,962
8.125%, 6/30/24(e)			97		80,911
DaVita, Inc. 5.00%, 5/01/25			150		144,844
Diamond BC BV 5.625%, 8/15/25(e)	EUR		123		126,772
Endo Finance LLC 5.75%, 1/15/22(e)(g)	$		174		162,700
Endo Finance LLC/Endo Finco, Inc. 5.375%, 1/15/23(e)			28		23,112
Envision Healthcare Corp. 8.75%, 10/15/26(e)(g)			20		18,048
First Quality Finance Co., Inc. 4.625%, 5/15/21(e)			233		233,595
Hadrian Merger Sub, Inc. 8.50%, 5/01/26(e)			98		90,167
Kinetic Concepts, Inc./KCI USA, Inc. 7.875%, 2/15/21(e)			118		120,965

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Lamb Weston Holdings, Inc. 4.625%, 11/01/24(e)	$		140	$	140,698
Mallinckrodt International Finance SA 4.75%, 4/15/23(g)			2		1,626
Mallinckrodt International Finance SA/ Mallinckrodt CB LLC 5.50%, 4/15/25(e)(g)			52		42,047
5.625%, 10/15/23(e)(g)			78		68,302
5.75%, 8/01/22(e)(g)			305		286,530
MEDNAX, Inc. 5.25%, 12/01/23(e)			24		24,354
MPH Acquisition Holdings LLC 7.125%, 6/01/24(e)			140		140,360
Post Holdings, Inc. 5.00%, 8/15/26(e)			250		240,615
5.625%, 1/15/28(e)			105		101,885
RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc. 9.75%, 12/01/26(e)(g)			328		337,102
Spectrum Brands, Inc. 5.75%, 7/15/25			140		137,001
6.625%, 11/15/22(g)			26		26,864
Sunshine Mid BV 6.50%, 5/15/26(e)	EUR		103		115,699
Tenet Healthcare Corp. 4.50%, 4/01/21	$		47		48,194
6.75%, 6/15/23(g)			84		86,087
8.125%, 4/01/22			369		393,570
Vizient, Inc. 10.375%, 3/01/24(e)			87		94,440
					4,451,197
Energy – 1.1%
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp. 7.875%, 12/15/24			56		17,876
Antero Resources Corp. 5.125%, 12/01/22			114		114,147
Berry Petroleum Co. LLC 6.375%, 9/15/22(a)(b)(c)(d)			135		– 0	–
7.00%, 2/15/26(e)			71		71,053
Bruin E&P Partners LLC 8.875%, 8/01/23(e)			124		121,190
California Resources Corp. 5.50%, 9/15/21			45		36,275
8.00%, 12/15/22(e)(g)			418		334,057
Carrizo Oil & Gas, Inc. 6.25%, 4/15/23(g)			58		57,197
8.25%, 7/15/25			169		176,343

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Cheniere Corpus Christi Holdings LLC 5.875%, 3/31/25	$		81	$	86,662
Cheniere Energy Partners LP 5.25%, 10/01/25			110		111,609
Chesapeake Energy Corp. 6.125%, 2/15/21			199		203,543
6.875%, 11/15/20			1		1,464
8.00%, 6/15/27(g)			110		108,872
Covey Park Energy LLC/Covey Park Finance Corp. 7.50%, 5/15/25(e)			41		38,216
Denbury Resources, Inc. 7.50%, 2/15/24(e)			104		93,061
9.25%, 3/31/22(e)			63		63,488
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			367		231,426
7.875%, 8/15/25(g)			43		40,644
Energy Transfer LP 4.25%, 3/15/23			108		109,391
7.50%, 10/15/20			152		161,794
Ensco PLC 4.50%, 10/01/24(g)			16		12,676
5.20%, 3/15/25(g)			220		171,306
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75%, 9/01/22			357		142,232
9.375%, 5/01/24(e)			100		47,205
Genesis Energy LP/Genesis Energy Finance Corp. 5.625%, 6/15/24			51		47,427
6.25%, 5/15/26			159		147,918
6.50%, 10/01/25			42		40,306
6.75%, 8/01/22			26		26,604
Gulfport Energy Corp. 6.00%, 10/15/24			54		49,024
6.375%,5/15/25-1/15/26			280		246,882
Hess Infrastructure Partners LP/Hess Infrastructure Partners Finance Corp. 5.625%, 2/15/26(e)			197		197,985
HighPoint Operating Corp. 7.00%, 10/15/22(g)			81		77,654
8.75%, 6/15/25			26		25,297
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/01/25(e)			240		238,038
Indigo Natural Resources LLC 6.875%, 2/15/26(e)			135		117,670

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Murphy Oil Corp. 5.875%, 12/01/42	$		51	$	43,732
Murphy Oil USA, Inc. 5.625%, 5/01/27			6		5,726
6.00%, 8/15/23			109		111,759
Nabors Industries, Inc. 4.625%, 9/15/21(g)			139		136,132
5.50%, 1/15/23(g)			228		214,576
5.75%, 2/01/25			34		30,112
Nine Energy Service, Inc. 8.75%, 11/01/23(e)			68		68,015
Noble Holding International Ltd. 7.75%, 1/15/24(g)			196		174,440
7.95%, 4/01/25			48		42,540
Parkland Fuel Corp. 6.00%, 4/01/26(e)			142		139,579
PDC Energy, Inc. 5.75%, 5/15/26			217		209,279
Precision Drilling Corp. 7.125%, 1/15/26(e)			105		103,339
QEP Resources, Inc. 5.25%, 5/01/23			60		57,865
5.375%, 10/01/22			81		80,486
Range Resources Corp. 4.875%, 5/15/25(g)			27		25,083
5.00%,8/15/22-3/15/23			220		216,026
5.875%, 7/01/22			13		13,138
Rowan Cos., Inc. 4.75%, 1/15/24			160		128,800
5.85%, 1/15/44			86		56,190
Sanchez Energy Corp. 7.25%, 2/15/23(e)(g)			103		89,038
SandRidge Energy, Inc. 7.50%, 2/15/23(a)(b)(c)(d)			69		– 0	–
8.125%, 10/15/22(b)(c)(d)			113		– 0	–
SemGroup Corp. 6.375%, 3/15/25(g)			78		73,418
7.25%, 3/15/26			70		67,736
SemGroup Corp./Rose Rock Finance Corp. 5.625%, 11/15/23			29		27,048
SM Energy Co. 5.00%, 1/15/24			176		165,628
5.625%, 6/01/25(g)			15		14,100
6.625%, 1/15/27(g)			98		93,443
Southern Star Central Corp. 5.125%, 7/15/22(e)			85		84,340

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
SRC Energy, Inc. 6.25%, 12/01/25	$		106	$	96,455
Sunoco LP/Sunoco Finance Corp. 5.50%, 2/15/26			180		178,675
5.875%, 3/15/28			136		134,543
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 4.25%, 11/15/23			45		44,829
5.875%, 4/15/26(e)			112		116,607
Transocean Phoenix 2 Ltd. 7.75%, 10/15/24(e)			121		127,054
Transocean Pontus Ltd. 6.125%, 8/01/25(e)			61		62,208
Transocean, Inc. 6.80%, 3/15/38			154		116,318
7.50%, 1/15/26(e)			103		99,186
9.00%, 7/15/23(e)			24		24,876
Vantage Drilling International 7.50%, 11/01/19(a)(b)(c)(d)			111		– 0	–
Vine Oil & Gas LP/Vine Oil & Gas Finance Corp. 8.75%, 4/15/23(e)			246		199,506
Weatherford International LLC 9.875%, 3/01/25			114		81,212
Weatherford International Ltd. 5.875%, 7/01/21(m)			88		67,382
7.75%, 6/15/21(g)			102		91,013
9.875%, 2/15/24			50		36,081
Whiting Petroleum Corp. 1.25%, 4/01/20(m)			67		64,634
5.75%, 3/15/21			38		38,458
6.25%, 4/01/23(g)			42		42,018
6.625%, 1/15/26(g)			125		122,475
WPX Energy, Inc. 5.75%, 6/01/26			65		65,569
					8,047,199
Other Industrial – 0.1%
Algeco Global Finance PLC 8.00%, 2/15/23(e)			200		199,672
American Builders & Contractors Supply Co., Inc. 5.75%, 12/15/23(e)			178		183,109
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22			205		202,482
7.00%, 6/15/23			28		28,056
H&E Equipment Services, Inc. 5.625%, 9/01/25			58		57,491

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
KAR Auction Services, Inc. 5.125%, 6/01/25(e)	$		62	$	60,310
Laureate Education, Inc. 8.25%, 5/01/25(e)			109		117,480
					848,600
Services – 0.3%
ADT Security Corp. (The) 3.50%, 7/15/22			57		55,713
Aptim Corp. 7.75%, 6/15/25(e)(g)			122		95,346
APX Group, Inc. 7.875%, 12/01/22			300		298,479	��
8.75%, 12/01/20			81		80,045
Aramark Services, Inc. 5.00%, 2/01/28(e)			98		96,781
5.125%, 1/15/24			16		16,699
Carlson Travel, Inc. 9.50%, 12/15/24(e)			200		190,560
Carriage Services, Inc. 6.625%, 6/01/26(e)			87		89,192
GEO Group, Inc. (The) 5.125%, 4/01/23			115		109,146
5.875%,1/15/22-10/15/24			39		38,290
6.00%, 4/15/26			140		129,819
Monitronics International, Inc. 9.125%, 4/01/20(f)			120		23,417
Nielsen Co. Luxembourg SARL (The) 5.50%, 10/01/21(e)			68		68,783
Prime Security Services Borrower LLC/Prime Finance, Inc. 9.25%, 5/15/23(e)			255		268,388
Refinitiv US Holdings, Inc. 6.25%, 5/15/26(e)			41		41,308
8.25%, 11/15/26(e)			37		36,252
Sabre GLBL, Inc. 5.25%, 11/15/23(e)			135		138,408
Team Health Holdings, Inc. 6.375%, 2/01/25(e)(g)			50		40,239
Verscend Escrow Corp. 9.75%, 8/15/26(e)			119		122,327
					1,939,192
Technology – 0.2%
Banff Merger Sub, Inc. 9.75%, 9/01/26(e)			252		244,493
CommScope Finance LLC 5.50%, 3/01/24(e)			63		64,130
6.00%, 3/01/26(e)			83		85,033
8.25%, 3/01/27(e)			106		109,993

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
CommScope, Inc. 5.00%, 6/15/21(e)	$		50	$	50,183
Conduent Finance, Inc./Conduent Business Services LLC 10.50%, 12/15/24(e)			1		965
Dell International LLC/EMC Corp. 5.875%, 6/15/21(e)			78		79,559
Dell, Inc. 6.50%, 4/15/38			43		41,260
Goodman Networks, Inc. 8.00%, 5/11/22(b)			48		23,851
Infor US, Inc. 6.50%, 5/15/22			140		142,802
Iron Mountain, Inc. 4.375%, 6/01/21(e)			50		49,750
Nokia Oyj 6.625%, 5/15/39			34		35,695
Sanmina Corp. 4.375%, 6/01/19(e)			89		88,699
Solera LLC/Solera Finance, Inc. 10.50%, 3/01/24(e)			188		203,284
Western Digital Corp. 4.75%, 2/15/26			132		124,780
					1,344,477
Transportation - Services – 0.1%
Hertz Corp. (The) 7.375%, 1/15/21(g)			260		260,000
Hertz Holdings Netherlands BV 5.50%, 3/30/23(e)	EUR		160		186,125
United Rentals North America, Inc. 4.875%, 1/15/28	$		140		133,542
5.75%, 11/15/24			36		37,216
XPO Logistics, Inc. 6.125%, 9/01/23(e)			30		29,674
6.75%, 8/15/24(e)			200		201,316
					847,873
					34,739,429
Financial Institutions – 1.1%
Banking – 0.6%
Allied Irish Banks PLC 7.375%, 12/03/20(e)(n)	EUR		200		244,552
Ally Financial, Inc. 4.125%, 3/30/20	$		295		296,636
8.00%, 11/01/31			116		142,154
Banco Bilbao Vizcaya Argentaria SA 6.75%, 2/18/20(e)(n)	EUR		200		234,883

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)			U.S. $ Value
Banco de Sabadell SA 6.50%, 5/18/22(e)(n)	EUR		200		$	215,508
Banco Santander SA 6.75%, 4/25/22(e)(n)			300			365,121
Barclays Bank PLC 6.86%, 6/15/32(e)(n)	$		35			36,400
Barclays PLC 7.25%, 3/15/23(e)(n)	GBP		200			276,212
Citigroup, Inc. 5.95%, 1/30/23(n)	$		365			371,877
Citizens Financial Group, Inc. Series B 6.00%, 7/06/23(n)			116			111,523
Credit Suisse Group AG 6.25%, 12/18/24(e)(n)			200			200,682
7.50%, 12/11/23(e)(n)			200			214,434
Goldman Sachs Group, Inc. (The) Series P 5.00%, 11/10/22(n)			210			192,694
Lloyds Banking Group PLC 7.625%, 6/27/23(e)(n)	GBP		260			368,156
Royal Bank of Scotland Group PLC 8.625%, 8/15/21(n)	$		0	**		473
Societe Generale SA 7.375%, 9/13/21(e)(n)			200			207,178
8.00%,9/29/25(e)(n)			200			211,722
UBS Group Funding Switzerland AG 7.00%, 2/19/25(e)(n)			400			423,304
UniCredit SpA 9.25%, 6/03/22(e)(n)	EUR		200			251,945
						4,365,454
Brokerage – 0.0%
Lehman Brothers Holdings, Inc. 5.625%, 1/24/13(a)(b)(c)(k)	$		1,030			20,077
LPL Holdings, Inc. 5.75%, 9/15/25(e)			199			200,840
						220,917
Finance – 0.2%
Compass Group Diversified Holdings LLC 8.00%, 5/01/26(e)			105			109,074
Curo Group Holdings Corp. 8.25%, 9/01/25(e)			207			177,507
Enova International, Inc. 8.50%,9/01/24-9/15/25(e)			245			233,062
goeasy Ltd. 7.875%, 11/01/22(e)			62			65,290

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Navient Corp. 5.00%, 10/26/20	$		115	$	116,286
5.50%, 1/25/23			194		191,555
5.875%, 3/25/21			1		1,452
6.50%, 6/15/22			79		80,966
7.25%,1/25/22-9/25/23			85		88,770
8.00%, 3/25/20			237		247,426
SLM Corp. 5.125%, 4/05/22			30		29,759
TMX Finance LLC/TitleMax Finance Corp. 11.125%, 4/01/23(e)			112		103,868
					1,445,015
Insurance – 0.1%
Ambac Assurance Corp. 5.10%, 6/07/20(b)(e)			5		6,658
Liberty Mutual Group, Inc. 7.80%, 3/15/37(e)			298		339,561
Polaris Intermediate Corp. 8.50%, 12/01/22(e)(j)			266		262,985
WellCare Health Plans, Inc. 5.375%, 8/15/26(e)			78		80,177
					689,381
Other Finance – 0.1%
Intrum AB 2.75%, 7/15/22(e)	EUR		130		144,995
LHC3 PLC 4.125%, 8/15/24(e)(j)			146		167,777
NVA Holdings, Inc./United States 6.875%, 4/01/26(e)	$		101		97,543
Tempo Acquisition LLC/Tempo Acquisition Finance Corp. 6.75%, 6/01/25(e)			217		219,428
Travelport Corporate Finance PLC 6.00%, 3/15/26(e)			57		60,647
					690,390
REITS – 0.1%
Iron Mountain, Inc. 5.25%, 3/15/28(e)			205		196,736
MGM Growth Properties Operating Partnership LP/MGP FinanceCo-Issuer, Inc. 5.75%, 2/01/27(e)			105		107,414
MPT Operating Partnership LP/MPT Finance Corp. 5.00%, 10/15/27			30		29,856

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)			U.S. $ Value
5.25%, 8/01/26	$		96		$	97,780
5.50%, 5/01/24			5			5,080
						436,866
						7,848,023
Utility – 0.1%
Electric – 0.1%
AES Corp./VA 4.875%, 5/15/23			75			75,839
Calpine Corp. 5.375%, 1/15/23			172			170,065
5.50%, 2/01/24			36			34,303
5.75%, 1/15/25			89			84,772
NRG Energy, Inc. 5.75%, 1/15/28			100			102,500
Talen Energy Supply LLC 4.60%, 12/15/21			4			3,600
6.50%, 6/01/25(g)			163			145,718
10.50%, 1/15/26(e)			133			138,702
Texas Competitive/TCEH 11.50%, 10/01/20(a)(b)(d)(l)			142			– 0	–
Vistra Energy Corp. 5.875%, 6/01/23			18			18,923
7.375%, 11/01/22			0	**		439
7.625%, 11/01/24			16			17,333
Vistra Operations Co. LLC 5.625%, 2/15/27(e)			140			144,207
						936,401
Natural Gas – 0.0%
NGL Energy Partners LP/NGL Energy Finance Corp. 7.50%, 11/01/23			227			234,216
						1,170,617
Total Corporates –Non-Investment Grade (cost $45,688,205)						43,758,069
INFLATION-LINKED SECURITIES – 1.8%
Japan – 1.8%
Japanese Government CPI Linked Bond Series 22 0.10%, 3/10/27 (cost $13,232,667)	JPY		1,382,156			12,821,387
GOVERNMENTS – TREASURIES – 1.8%
Colombia – 0.1%
Colombian TES Series B 10.00%, 7/24/24	COP		1,391,900			532,920

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Malaysia – 0.0%
Malaysia Government Bond Series 3/04 5.734%, 7/30/19	MYR		1,169	$	290,202
Mexico – 0.1%
Mexican Bonos Series M 20 7.50%, 6/03/27	MXN		9,211		459,638
Russia – 0.1%
Russian Federal Bond – OFZ Series 6217 7.50%, 8/18/21	RUB		40,638		613,484
United States – 1.5%
U.S. Treasury Notes 1.625%, 5/15/26(o)	$		1,714		1,601,786
1.75%, 9/30/22(o)			1,551		1,511,256
2.25%,2/15/27-8/15/27(o)			7,800		7,560,281
					10,673,323
Uruguay – 0.0%
Uruguay Government International Bond 8.50%, 3/15/28(e)	UYU		3,101		83,580
9.875%, 6/20/22(e)			2,522		77,166
					160,746
Total Governments – Treasuries (cost $12,987,774)					12,730,313
EMERGING MARKETS – SOVEREIGNS – 1.6%
Angola – 0.1%
Angolan Government International Bond 9.50%, 11/12/25(e)	$		386		437,628
Bahrain – 0.1%
Bahrain Government International Bond 6.75%, 9/20/29(e)			200		208,000
7.00%, 10/12/28(e)			200		211,250
					419,250
Brazil – 0.1%
Brazilian Government International Bond 4.625%, 1/13/28(g)			435		432,057
Cameroon – 0.0%
Republic of Cameroon International Bond 9.50%, 11/19/25(e)			200		214,250

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Costa Rica – 0.0%
Costa Rica Government International Bond 4.37%, 5/22/19(l)	$		107	$	107,401
Dominican Republic – 0.1%
Dominican Republic International Bond 5.95%, 1/25/27(e)			220		228,434
8.625%, 4/20/27(e)			425		493,531
					721,965
Ecuador – 0.1%
Ecuador Government International Bond 8.875%, 10/23/27(e)			500		497,453
10.50%, 3/24/20(e)			205		213,459
					710,912
Egypt – 0.1%
Egypt Government International Bond 6.125%, 1/31/22(e)			407		413,614
6.20%, 3/01/24(e)			445		451,662
					865,276
El Salvador – 0.0%
El Salvador Government International Bond 7.375%, 12/01/19(e)			200		202,603
Gabon – 0.1%
Gabon Government International Bond 6.375%, 12/12/24(e)			360		346,950
Ghana – 0.0%
Ghana Government International Bond 10.75%, 10/14/30(e)			248		297,910
Honduras – 0.1%
Honduras Government International Bond 6.25%, 1/19/27(e)			180		186,204
7.50%, 3/15/24(e)			200		216,553
					402,757
Ivory Coast – 0.1%
Ivory Coast Government International Bond 6.375%, 3/03/28(e)			635		620,712
Jamaica – 0.0%
Jamaica Government International Bond 7.875%, 7/28/45			200		237,491

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Lebanon – 0.0%
Lebanon Government International Bond Series G 6.20%, 2/26/25(e)	$		87	$	74,059
6.60%, 11/27/26(e)			133		113,050
6.65%, 4/22/24(e)			45		39,544
Series G 6.00%, 5/20/19(e)			62		61,457
					288,110
Mongolia – 0.1%
Mongolia Government International Bond 5.125%, 12/05/22(e)			270		268,313
10.875%, 4/06/21(e)			200		221,750
					490,063
Nigeria – 0.1%
Nigeria Government International Bond 6.50%, 11/28/27(e)			200		196,750
6.75%, 1/28/21(e)			200		207,500
7.625%, 11/21/25(e)			550		583,000
					987,250
Oman – 0.1%
Oman Government International Bond 4.125%, 1/17/23(e)			600		577,500
Senegal – 0.1%
Senegal Government International Bond 6.25%, 5/23/33(e)			365		346,294
South Africa – 0.1%
Republic of South Africa Government International Bond 5.875%, 9/16/25			550		576,812
Sri Lanka – 0.0%
Sri Lanka Government International Bond 6.20%, 5/11/27(e)			220		204,060
Turkey – 0.1%
Turkey Government International Bond 7.25%, 12/23/23			416		434,200
7.375%, 2/05/25			135		141,412
7.50%, 11/07/19			136		138,550
					714,162
Ukraine – 0.1%
Ukraine Government International Bond 7.75%,9/01/23-9/01/24(e)			765		726,712

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Venezuela – 0.0%
Venezuela Government International Bond 9.25%, 9/15/27(a)(c)(i)	$		815	$	254,688
Total Emerging Markets – Sovereigns (cost $11,334,213)					11,182,813
CORPORATES – INVESTMENT GRADE – 1.4%
Financial Institutions – 0.8%
Banking – 0.5%
Axis Bank Ltd./Dubai 3.25%, 5/21/20(e)			200		198,414
Bank of America Corp. Series AA 6.10%, 3/17/25(n)			243		257,031
Series DD 6.30%, 3/10/26(n)			114		123,957
Series Z 6.50%, 10/23/24(n)			7		7,594
BNP Paribas SA 7.625%, 3/30/21(e)(n)			142		149,333
BPCE SA 5.70%, 10/22/23(e)			200		210,189
Citigroup Capital XVIII 1.793% (Sterling LIBOR 3 Month + 0.89%), 6/28/67(p)	GBP		185		221,971
Credit Agricole SA 8.125%, 12/23/25(e)(n)	$		400		446,768
Credit Suisse Group Funding Guernsey Ltd. 3.80%, 6/09/23			222		221,849
Deutsche Bank AG/New York NY 3.375%, 5/12/21			121		118,245
DNB Bank ASA 6.50%, 3/26/22(e)(n)			201		206,041
HSBC Holdings PLC 6.00%, 9/29/23(e)(n)	EUR		220		280,851
Morgan Stanley 5.00%, 11/24/25	$		211		221,759
Royal Bank of Scotland Group PLC 6.125%, 12/15/22			315		332,300
Santander Holdings USA, Inc. 4.40%, 7/13/27			141		137,699
Standard Chartered PLC 3.95%, 1/11/23(e)			142		141,323
Swedbank AB 6.00%, 3/17/22(e)(n)			200		195,538

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Wells Fargo & Co. 4.125%, 8/15/23	$		212	$	218,086
					3,688,948
Insurance – 0.3%
Allstate Corp. (The) 6.50%, 5/15/57			191		202,194
American International Group, Inc. 8.175%, 5/15/58			110		127,510
Assicurazioni Generali SpA 5.50%, 10/27/47(e)	EUR		185		228,979
Caisse Nationale de Reassurance Mutuelle Agricole Groupama 6.00%, 1/23/27			200		270,538
CNP Assurances 4.50%, 6/10/47(e)			200		253,735
MetLife, Inc. 6.40%, 12/15/36	$		275		291,464
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(e)			75		115,376
Prudential Financial, Inc. 5.20%, 3/15/44			44		43,511
5.625%, 6/15/43			126		130,761
SCOR SE 3.00%, 6/08/46(e)	EUR		100		119,422
					1,783,490
REITS – 0.0%
GLP Capital LP/GLP Financing II, Inc. 5.375%, 11/01/23	$		18		18,323
HCP, Inc. 4.25%, 11/15/23			118		120,883
Senior Housing Properties Trust 6.75%, 12/15/21			21		22,261
Spirit Realty LP 4.45%, 9/15/26			13		12,568
					174,035
					5,646,473
Industrial – 0.5%
Basic – 0.1%
ArcelorMittal 6.75%, 3/01/41			54		57,954
7.00%, 10/15/39			53		58,133
Equate Petrochemical BV 3.00%, 3/03/22(e)			255		249,390
Fresnillo PLC 5.50%, 11/13/23(e)			200		208,500

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Glencore Finance Canada Ltd. 6.00%, 11/15/41(e)	$		11	$	11,406
Glencore Funding LLC 4.00%, 4/16/25(e)(g)			12		11,850
					597,233
Capital Goods – 0.0%
General Electric Co. Series D 5.00%, 1/21/21(n)			122		114,911
Communications - Telecommunications – 0.1%
Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC 4.738%, 3/20/25(e)			330		330,769
Consumer Cyclical - Automotive – 0.0%
General Motors Co. 5.20%, 4/01/45			140		121,964
6.25%, 10/02/43			185		182,830
					304,794
Consumer Cyclical - Entertainment – 0.0%
Silversea Cruise Finance Ltd. 7.25%, 2/01/25(e)			213		230,565
ConsumerNon-Cyclical – 0.2%
Anheuser-Busch InBev Finance, Inc. 2.65%, 2/01/21			45		45,191
Constellation Brands, Inc. 3.75%, 5/01/21			49		49,491
CVS Health Corp. 4.78%, 3/25/38			265		257,516
HCA, Inc. 4.25%, 10/15/19			451		453,403
6.50%, 2/15/20			370		380,929
Universal Health Services, Inc. 4.75%, 8/01/22(e)			151		152,755
					1,339,285
Energy – 0.1%
Cenovus Energy, Inc. 6.75%, 11/15/39			4		3,734
Ecopetrol SA 5.375%, 6/26/26			90		94,635
5.875%, 5/28/45			37		37,153
Energy Transfer Operating LP 6.125%, 12/15/45			135		140,392

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Energy Transfer Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23	$		95	$	97,492
Kinder Morgan, Inc./DE 4.30%, 6/01/25			140		143,463
Series G 7.75%, 1/15/32			28		34,794
Shell International Finance BV 2.25%, 11/10/20			275		272,822
					824,485
Technology – 0.0%
Dell International LLC/EMC Corp. 6.02%, 6/15/26(e)			20		21,226
Seagate HDD Cayman 4.75%, 1/01/25			68		65,500
4.875%, 6/01/27			252		235,322
					322,048
					4,064,090
Utility – 0.1%
Electric – 0.1%
DPL, Inc. 6.75%, 10/01/19			31		31,243
Duke Energy Corp. 3.95%, 10/15/23			209		214,125
Israel Electric Corp., Ltd. Series 6 5.00%, 11/12/24(e)			200		207,750
					453,118
Total Corporates – Investment Grade (cost $10,502,433)					10,163,681
COLLATERALIZED MORTGAGE OBLIGATIONS – 1.0%
Risk Share Floating Rate – 1.0%
Bellemeade Re Ltd. Series2018-2A, Class M1B 3.84% (LIBOR 1 Month + 1.35%), 8/25/28(e)(p)			254		253,169
Series2018-3A, Class M2 5.24% (LIBOR 1 Month + 2.75%), 10/25/27(e)(p)			150		150,346
Eagle RE Ltd. Series2018-1, Class M2 5.49% (LIBOR 1 Month + 3.00%), 11/25/28(e)(p)			150		150,589

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series2013-DN1, Class M2 9.64% (LIBOR 1 Month + 7.15%), 7/25/23(p)	$		34	$	40,181
Series2013-DN2, Class M2 6.74% (LIBOR 1 Month + 4.25%), 11/25/23(p)			114		124,822
Series2014-DN1, Class M3 6.99% (LIBOR 1 Month + 4.50%), 2/25/24(p)			89		99,351
Series2014-HQ2, Class M3 6.24% (LIBOR 1 Month + 3.75%), 9/25/24(p)			131		144,224
Series2014-HQ3, Class M3 7.24% (LIBOR 1 Month + 4.75%), 10/25/24(p)			368		406,537
Series 2017-HQA1, Class M2 6.04% (LIBOR 1 Month + 3.55%), 8/25/29(p)			450		486,893
Federal National Mortgage Association Connecticut Avenue Securities Series2013-C01, Class M2 7.74% (LIBOR 1 Month + 5.25%), 10/25/23(p)			34		38,870
Series2014-C01, Class M2 6.89% (LIBOR 1 Month + 4.40%), 1/25/24(p)			66		73,214
Series2014-C02, Class 1M2 5.09% (LIBOR 1 Month + 2.60%), 5/25/24(p)			228		240,011
Series2014-C03, Class 1M2 5.49% (LIBOR 1 Month + 3.00%), 7/25/24(p)			199		211,825
Series2014-C04, Class 1M2 7.39% (LIBOR 1 Month + 4.90%), 11/25/24(p)			206		232,498
Series2014-C04, Class 2M2 7.49% (LIBOR 1 Month + 5.00%), 11/25/24(p)			395		440,410
Series2015-C01, Class 1M2 6.79% (LIBOR 1 Month + 4.30%), 2/25/25(p)			236		257,696
Series2015-C01, Class 2M2 7.04% (LIBOR 1 Month + 4.55%), 2/25/25(p)			124		133,719

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Series2015-C02, Class 1M2 6.49% (LIBOR 1 Month + 4.00%), 5/25/25(p)	$		236	$	256,753
Series2015-C02, Class 2M2 6.49% (LIBOR 1 Month + 4.00%), 5/25/25(p)			210		224,662
Series2015-C03, Class 1M2 7.49% (LIBOR 1 Month + 5.00%), 7/25/25(p)			12		13,892
Series2015-C03, Class 2M2 7.49% (LIBOR 1 Month + 5.00%), 7/25/25(p)			293		324,219
Series2015-C04, Class 2M2 8.04% (LIBOR 1 Month + 5.55%), 4/25/28(p)			311		349,448
Series2016-C01, Class 2M2 9.44% (LIBOR 1 Month + 6.95%), 8/25/28(p)			204		236,628
Series2016-C03, Class 2M2 8.39% (LIBOR 1 Month + 5.90%), 10/25/28(p)			421		480,307
Series2016-C05, Class 2M2 6.94% (LIBOR 1 Month + 4.45%), 1/25/29(p)			465		511,144
Series2016-C07, Class 2M2 6.84% (LIBOR 1 Month + 4.35%), 5/25/29(p)			475		517,812
Series2017-C01, Class 1B1 8.24% (LIBOR 1 Month + 5.75%), 7/25/29(p)			440		517,143
Series2018-C01, Class 1B1 6.04% (LIBOR 1 Month + 3.55%), 7/25/30(p)			107		107,299
Series2018-R07, Class 1B1 6.84% (LIBOR 1 Month + 4.35%), 4/25/31(e)(p)			51		51,866
Home Re Ltd. Series2018-1, Class M2 5.49% (LIBOR 1 Month + 3.00%), 10/25/28(e)(p)			235		235,671
					7,311,199
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series2004-T5, Class AB4 3.152%, 5/28/35(b)			96		89,263

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate – 0.0%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/36	$		13	$	10,383
CSMC Mortgage-Backed Trust Series2006-7, Class 3A12 6.25%, 8/25/36			17		13,489
					23,872
Total Collateralized Mortgage Obligations (cost $7,336,244)					7,424,334
EMERGING MARKETS – CORPORATE BONDS – 0.9%
Industrial – 0.7%
Basic – 0.2%
Consolidated Energy Finance SA 6.875%, 6/15/25(e)			200		195,364
CSN Resources SA 7.625%, 2/13/23(e)			200		200,750
First Quantum Minerals Ltd. 7.00%, 2/15/21(e)			33		33,003
7.25%,5/15/22-4/01/23(e)(g)			542		536,950
Vedanta Resources PLC 6.375%, 7/30/22(e)			220		206,800
					1,172,867
Capital Goods – 0.0%
Odebrecht Finance Ltd. 5.25%, 6/27/29(a)(e)(i)			200		24,000
Communications - Telecommunications – 0.1%
Digicel Group One Ltd. 8.25%, 12/30/22(e)(g)			149		99,859
Digicel Group Two Ltd. 8.25%, 9/30/22(e)			153		64,260
Millicom International Cellular SA 5.125%, 1/15/28(e)(g)			200		189,500
MTN Mauritius Investments Ltd. 6.50%, 10/13/26(e)			200		200,750
					554,369
Consumer Cyclical - Other – 0.1%
Wynn Macau Ltd. 4.875%, 10/01/24(e)			214		205,064
5.50%, 10/01/27(e)			214		202,899
					407,963

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Retailers – 0.0%
K2016470219 South Africa Ltd. 3.00%, 12/31/22(b)(j)(l)	$		36	$	11
K2016470260 South Africa Ltd. 25.00%, 12/31/22(b)(j)(l)			12		309
					320
ConsumerNon-Cyclical – 0.2%
Cosan Ltd. 5.95%, 9/20/24(e)			360		369,119
MARB BondCo PLC 6.875%, 1/19/25(e)			200		194,468
Minerva Luxembourg SA 6.50%, 9/20/26(e)			220		211,750
Natura Cosmeticos SA 5.375%, 2/01/23(e)			200		201,626
Rede D’or Finance SARL 4.95%, 1/17/28(e)			200		188,850
Teva Pharmaceutical Finance Netherlands III BV 1.70%, 7/19/19			94		92,970
2.80%, 7/21/23			152		138,176
3.15%, 10/01/26			55		45,595
Tonon Luxembourg SA 7.25%, 1/24/20(a)(b)(i)(j)(l)			14		306
Virgolino de Oliveira Finance SA 10.50%, 1/28/18(a)(b)(k)(l)			434		21,501
					1,464,361
Energy – 0.1%
CHC Group LLC/CHC Finance Ltd. Series AI Zero Coupon, 10/01/20(f)			158		110,933
Cosan Luxembourg SA 7.00%, 1/20/27(e)			200		213,451
Petrobras Global Finance BV 6.125%, 1/17/22			3		3,507
6.25%, 3/17/24			210		222,285
8.75%, 5/23/26			208		245,586
YPF SA 16.50%, 5/09/22(e)	ARS		2,493		42,048
					837,810
Transportation - Airlines – 0.0%
Guanay Finance Ltd. 6.00%, 12/15/20(e)	$		10		10,091
Latam Finance Ltd. 6.875%, 4/11/24(e)			285		288,503
					298,594

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Transportation - Services – 0.0%
Rumo Luxembourg SARL 7.375%, 2/09/24(e)	$		200	$	214,000
					4,974,284
Financial Institutions – 0.1%
Banking – 0.1%
Akbank TAS 5.00%, 10/24/22(e)			150		142,500
Fidelity Bank PLC 10.50%, 10/16/22(e)			200		203,500
Turkiye Vakiflar Bankasi TAO 5.75%, 1/30/23(e)			200		186,750
					532,750
Finance – 0.0%
Unifin Financiera SAB de CV SOFOM ENR 7.00%, 1/15/25(e)			200		180,260
Insurance – 0.0%
Ambac LSNI LLC 7.803% (LIBOR 3 Month + 5.00%), 2/12/23(b)(e)(p)			21		21,375
REITS – 0.0%
China Evergrande Group 8.25%, 3/23/22(e)			200		190,789
Yuzhou Properties Co., Ltd. 7.90%, 5/11/21(e)			200		203,703
					394,492
					1,128,877
Utility – 0.1%
Electric – 0.1%
Genneia SA 8.75%, 1/20/22(e)(g)			90		83,700
Light Servicos de Eletricidade SA/Light Energia SA 7.25%, 5/03/23(e)			243		246,029
Terraform Global Operating LLC 6.125%, 3/01/26(l)			37		35,598
					365,327
Total Emerging Markets – Corporate Bonds (cost $6,854,755)					6,468,488

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
EMERGING MARKETS – TREASURIES – 0.8%
Argentina – 0.1%
Argentina POM Politica Monetaria Series POM 65.51% (ARLLMONP), 6/21/20(p)	ARS		6,332	$	175,288
Argentine Bonos del Tesoro 15.50%, 10/17/26			2,158		45,210
16.00%, 10/17/23			6,755		153,332
18.20%, 10/03/21			14,265		288,955
					662,785
Brazil – 0.5%
Brazil Letras do Tesouro Nacional Series LTN Zero Coupon, 10/01/19	BRL		6,500		1,668,327
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/21			8,037		2,237,602
					3,905,929
Dominican Republic – 0.1%
Dominican Republic International Bond 16.00%, 7/10/20(l)	DOP		13,700		293,427
South Africa – 0.0%
Republic of South Africa Government Bond Series R186 10.50%, 12/21/26	ZAR		3,037		236,914
Turkey – 0.1%
Turkey Government Bond 11.10%, 5/15/19	TRY		4,030		739,543
Total Emerging Markets – Treasuries (cost $7,152,498)					5,838,598
BANK LOANS – 0.5%
Industrial – 0.5%
Basic – 0.0%
Foresight Energy LLC 8.379% (LIBOR 3 Month + 5.75%), 3/28/22(q)	$		29		28,902
Capital Goods – 0.0%
Brookfield WEC Holdings Inc. (fka Westinghouse Electric Company LLC) 6.243% (LIBOR 1 Month + 3.75%), 8/01/25(q)			106		105,850
9.243% (LIBOR 1 Month + 6.75%), 8/03/26(b)(q)			37		37,143

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)			U.S. $ Value
Gardner Denver, Inc. 5.243% (LIBOR 1 Month + 2.75%), 7/30/24(q)	$		34		$	34,061
						177,054
Communications - Telecommunications – 0.0%
Intelsat Jackson Holdings S.A. 6.625%, 1/02/24			15			14,822
6.979% (LIBOR 1 Month + 4.50%), 1/02/24(q)			9			8,866
West Corporation 6.629% (LIBOR 1 Month + 4.00%), 10/10/14(q)			0	**		354
6.630% (LIBOR 3 Month + 4.00%), 10/10/14(q)			148			139,759
						163,801
Consumer Cyclical - Automotive – 0.0%
Navistar, Inc. 6.020% (LIBOR 1 Month + 3.50%), 11/06/24(q)			46			45,931
Consumer Cyclical - Entertainment – 0.0%
Seaworld Parks & Entertainment, Inc. (fka SW Acquisitions Co., Inc.) 5.493% (LIBOR 1 Month + 3.00%), 4/01/24(q)			60			59,573
Consumer Cyclical - Other – 0.1%
Caesars Resort Collection, LLC (fka Caesars Growth Properties Holdings, LLC) 5.243% (LIBOR 1 Month + 2.75%), 12/23/24(q)			186			185,086
Stars Group Holdings B.V. 6.303% (LIBOR 3 Month + 3.50%), 7/10/25(q)			36			36,251
						221,337
Consumer Cyclical - Retailers – 0.0%
Serta Simmons Bedding, LLC 10.494% (LIBOR 1 Month + 8.00%), 11/08/24(q)			118			79,113
Specialty Building Products Holdings, LLC 8.243% (LIBOR 1 Month + 5.75%), 10/01/25(b)(q)			140			136,681
						215,794

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
ConsumerNon-Cyclical – 0.2%
Air Medical Group Holdings, Inc. 5.744% (LIBOR 1 Month + 3.25%), 4/28/22(q)	$		298	$	288,514
Alphabet Holding Company, Inc. (fka Nature’s Bounty) 10.243% (LIBOR 1 Month + 7.75%), 9/26/25(q)			263		220,356
athenahealth, Inc. 7.197% (LIBOR 3 Month + 4.50%), 2/11/26(b)(q)			267		265,602
BI-LO, LLC 10.739% (LIBOR 3 Month + 8.00%), 5/31/24(q)			168		161,544
10.779% (LIBOR 3 Month + 8.00%), 5/31/24(q)			161		154,098
10.783% (LIBOR 3 Month + 8.00%), 5/31/24(q)			168		161,544
Owens & Minor, Inc. 7.009% (LIBOR 1 Month + 4.50%), 4/30/25(b)(q)			93		79,848
Regionalcare Hospital Partners Holdings, Inc. 6.981% (LIBOR 1 Month + 4.50%), 11/16/25(q)			126		125,790
Vizient, Inc. 5.243% (LIBOR 1 Month + 2.75%), 2/13/23(q)			2		1,572
					1,458,868
Energy – 0.1%
California Resources Corporation 12.868% (LIBOR 1 Month + 10.38%), 12/31/21(q)			113		117,982
Triton Solar Us Acquisition Co. 8.493% (LIBOR 1 Month + 6.00%), 10/29/24(b)(q)			273		251,208
					369,190
Other Industrial – 0.0%
American Tire Distributors, Inc. 10.129% (LIBOR 3 Month + 7.50%), 9/02/24(c)(q)			73		66,146
Travelport Finance (Luxembourg) SARL 5.184% (LIBOR 3 Month + 2.50%), 3/17/25(q)			55		55,275
					121,421

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Services – 0.0%
Financial & Risk US Holdings, Inc. (fka Refinitiv) 6.243% (LIBOR 1 Month + 3.75%), 10/01/25(q)	$		45	$	44,285
Verscend Holding Corp. 6.993% (LIBOR 1 Month + 4.50%), 8/27/25(b)(q)			91		90,777
					135,062
Technology – 0.1%
Boxer Parent Company Inc. (fka BMC Software, Inc.) 7.053% (LIBOR 3 Month + 4.25%), 10/02/25(q)			100		99,337
MTS Systems Corporation 5.740% (LIBOR 1 Month + 3.25%), 7/05/23(b)(q)			56		54,777
Solera, LLC (Solera Finance, Inc.) 5.243% (LIBOR 1 Month + 2.75%), 3/03/23(q)			144		143,009
Veritas US Inc. 6.993% (LIBOR 1 Month + 4.50%), 1/27/23(q)			75		70,381
7.303% (LIBOR 3 Month + 4.50%), 1/27/23(q)			25		23,074
					390,578
Total Bank Loans (cost $3,491,334)					3,387,511
ASSET-BACKED SECURITIES – 0.1%
Other ABS - Fixed Rate – 0.1%
Marlette Funding Trust Series2018-3A, Class C 4.63%, 9/15/28(b)(e)			125		126,635
SoFi Consumer Loan Program LLC Series2017-6, Class C 4.02%, 11/25/26(b)(e)			360		360,115
Taco Bell Funding LLC Series2016-1A, Class A23 4.97%, 5/25/46(b)(e)			38		39,727
					526,477
Home Equity Loans - Fixed Rate – 0.0%
CWABS Asset-Backed Certificates Trust Series2005-7, Class AF5W 5.054%, 10/25/35(b)			140		138,842

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
GSAA Home Equity Trust Series2006-6, Class AF5 6.241%, 3/25/36(b)	$		180	$	87,367
					226,209
Autos - Fixed Rate – 0.0%
CPS Auto Trust Series2018-C, Class D 4.40%, 6/17/24(e)			120		121,254
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series2003-WF1, Class A2 3.615% (LIBOR 1 Month + 1.13%), 12/25/32(b)(p)			36		36,043
Lehman XS Trust Series2007-6, Class 3A5 4.74%, 5/25/37(b)			49		47,915
					83,958
Total Asset-Backed Securities (cost $950,691)					957,898
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.1%
Non-Agency Fixed Rate CMBS – 0.1%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.50%, 7/10/47(b)(e)			35		32,914
GS Mortgage Securities Trust Series 2014-GC18, Class D 4.991%, 1/10/47(b)(e)			71		63,701
JP Morgan Chase Commercial Mortgage Securities Trust Series2012-CBX, Class E 5.191%, 6/15/45(b)(e)			298		278,630
JPMBB Commercial Mortgage Securities Trust Series2013-C17, Class D 4.891%, 1/15/47(b)(e)			71		70,196
Morgan Stanley Capital I Trust Series2005-IQ9, Class D 5.00%, 7/15/56(b)(c)			105		97,745
					543,186

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Non-Agency Floating Rate CMBS – 0.0%
CLNS Trust Series 2017-IKPR, Class F 7.017% (LIBOR 1 Month + 4.50%), 6/11/32(b)(e)(p)	$		110	$	110,412
DBWF Mortgage Trust Series 2018-GLKS, Class E 5.50% (LIBOR 1 Month + 3.02%), 11/19/35(b)(e)(p)			100		100,379
					210,791
Total Commercial Mortgage-Backed Securities (cost $766,856)					753,977
COLLATERALIZED LOAN OBLIGATIONS – 0.1%
CLO - Floating Rate – 0.1%
Dryden Senior Loan Fund Series2017-49A, Class E 9.08% (LIBOR 3 Month + 6.30%), 7/18/30(b)(e)(p)			250		243,241
Rockford Tower CLO Ltd. Series2017-2A, Class D 6.237% (LIBOR 3 Month + 3.45%), 10/15/29(b)(e)(p)			306		305,731
Total Collateralized Loan Obligations (cost $560,827)					548,972
LOCAL GOVERNMENTS – REGIONAL BONDS – 0.0%
Argentina – 0.0%
Provincia de Buenos Aires/Argentina 7.875%, 6/15/27(e) (cost $257,234)			341		270,398
LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 0.0%
United States – 0.0%
State of California Series 2010 7.60%, 11/01/40			60		89,995
7.95%, 3/01/36			130		136,261
Total Local Governments – US Municipal Bonds (cost $225,931)					226,256

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

			Notional Amount		U.S. $ Value
OPTIONS PURCHASED – PUTS – 0.0%
Options on Forward Contracts – 0.0%
EUR/USD Expiration: Mar 2019; Contracts: 7,373,000; Exercise Price: EUR 0.89; Counterparty: JPMorgan Chase Bank, NA(a)	��	EUR		7,373,000	$	2,608
EUR/USD Expiration: Mar 2019; Contracts: 7,375,000; Exercise Price: EUR 0.89; Counterparty: Morgan Stanley Capital Services LLC(a)		EUR		7,375,000		2,449
AUD/USD Expiration: Jun 2019; Contracts: 13,200,000; Exercise Price: AUD 1.45; Counterparty: Morgan Stanley Capital Services LLC(a)		AUD		13,200,000		92,155
Total Options Purchased – Puts (premiums paid $186,884)						97,212
			Shares
PREFERRED STOCKS – 0.0%
Utility – 0.0%
Electric – 0.0%
SCE Trust III Series H 5.75%(g)				1,027		24,751
Financial Institutions – 0.0%
Banking – 0.0%
GMAC Capital Trust I Series 2 8.469%				868		22,559
Industrial – 0.0%
Consumer Cyclical - Other – 0.0%
Hovnanian Enterprises, Inc. 7.625%				1,190		3,285
Energy – 0.0%
Sanchez Energy Corp. Series A 4.875%				2,338		444

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company		Shares		U.S. $ Value
Technology – 0.0%
Goodman Networks, Inc. 0.00%(a)(b)(c)(d)			3,576	$	– 0	–
					3,729
Total Preferred Stocks (cost $126,090)					51,039
		Principal Amount (000)
QUASI-SOVEREIGNS – 0.0%
Quasi-Sovereign Bonds – 0.0%
Mexico – 0.0%
Petroleos Mexicanos 6.50%, 1/23/29 (cost $40,982)	$		41		38,993
		Shares
WARRANTS – 0.0%
Information Technology – 0.0%
Software – 0.0%
Avaya Holdings Corp., expiring 12/15/22(a)			4,686		7,029
Industrials – 0.0%
Construction & Engineering – 0.0%
Willscot Corp., expiring 11/29/22(a)(b)(c)(d)			1,913		2,984
Energy – 0.0%
Oil, Gas & Consumable Fuels – 0.0%
Midstates Petroleum Co., Inc., expiring(a)(c)			2,090		314
SandRidge Energy, Inc.,A-CW22, expiring 10/04/22(a)			4,803		48
SandRidge Energy, Inc.,B-CW22, expiring 10/04/22(a)			2,019		20
					382
Total Warrants (cost $20,248)					10,395

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

		Notional Amount			U.S. $ Value
OPTIONS PURCHASED – CALLS – 0.0%
Options on Forward Contracts – 0.0%
TRY/EUR Expiration: Mar 2019; Contracts: 18,200,741; Exercise Price: TRY 5.99; Counterparty: JPMorgan Chase Bank, NA(a) (premiums paid $44,823)	TRY		18,200,741		$	7,818
		Principal Amount (000)
MORTGAGE PASS-THROUGHS – 0.0%
Agency Fixed Rate30-Year – 0.0%
Federal National Mortgage Association Series 2006 5.00%, 1/01/36 (cost $177)	$		0	**		174
SHORT-TERM INVESTMENTS – 18.9%
Governments – Treasuries – 10.0%
Japan – 10.0%
Japan Treasury Discount Bill Series 810 Zero Coupon, 5/09/19 (cost $73,350,441)	JPY		8,030,000			72,067,926
		Shares
Investment Companies – 8.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(h)(r)(s) (cost $62,495,707)			62,495,707			62,495,707
		Principal Amount (000)
U.S. Treasury Bills – 0.3%
U.S. Treasury Bill Zero Coupon, 5/09/19(o) (cost $1,990,927)	$		2,000			1,990,819
Total Short-Term Investments (cost $137,837,075)						136,554,452
Total Investments Before Security Lending Collateral for Securities Loaned – 98.1% (cost $673,965,761)						710,852,467

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 2.6%
Investment Companies – 2.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(h)(r)(s) (cost $18,793,508)		18,793,508	$	18,793,508
Total Investments – 100.7% (cost $692,759,269)				729,645,975
Other assets less liabilities – (0.7)%				(5,400,238	)
Net Assets – 100.0%			$	724,245,737

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Notional (000)			Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Japan Bond (OSE) Futures		130		March 2019	JPY	13,000,000		$	177,191,719	$	178,138,429	$	946,710
Amsterdam Index Futures		13		March 2019	EUR	3			1,575,272		1,599,995		24,723
DAX Index Futures		9		March 2019	EUR	0	***		2,777,751		2,948,269		170,518
Euro Buxl 30 Yr Bond Futures		98		March 2019	EUR	9,800			19,881,590		20,514,946		633,356
Euro-BOBL Futures		135		March 2019	EUR	13,500			20,314,676		20,379,908		65,232
Euro-Bund Futures		165		March 2019	EUR	16,500			30,533,953		31,025,240		491,287
Euro-CAC40 10 Futures		64		March 2019	EUR	1			3,677,952		3,813,822		135,870
Euro-Schatz Futures		202		March 2019	EUR	20,200			25,709,752		25,691,148		(18,604	)
FTSE/MIB Index Futures		9		March 2019	EUR	0	***		972,471		1,057,231		84,760
IBEX 35 Index Futures		13		March 2019	EUR	0	***		1,326,783		1,374,008		47,225
Long Gilt Futures		234		June 2019	GBP	23,400			39,494,309		39,040,917		(453,392	)
Mini MSCI Emerging Markets Futures		793		March 2019	USD	40			39,787,209		41,501,655		1,714,446
MSCI EAFE Futures		132		March 2019	USD	7			11,732,797		12,335,400		602,603

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Description	Number of Contracts		Expiration Month		Notional (000)				Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
OMXS30 Index Futures		289		March 2019		SEK	29		$	4,837,084	$	4,918,883	$	81,799
S&P 500E-Mini Futures		236		March 2019		USD	12			31,383,679		32,859,460		1,475,781
S&P Mid 400E-Mini Futures		48		March 2019		USD	5			8,545,827		9,171,840		626,013
TOPIX Index Futures		11		March 2019		JPY	110			1,534,005		1,584,892		50,887
U.S.T-Note 2 Yr (CBT) Futures		44		June 2019		USD	8,800			9,336,992		9,336,594		(398	)
U.S.T-Note 5 Yr (CBT) Futures		312		June 2019		USD	31,200			35,758,477		35,743,500		(14,977	)
U.S.T-Note 10 Yr (CBT) Futures		249		June 2019		USD	24,900			30,516,805		30,378,000		(138,805	)
U.S. Ultra Bond (CBT) Futures		194		June 2019		USD	19,400			31,385,084		30,961,188		(423,896	)
Sold Contracts
10 Yr Australian Bond Futures		98		March 2019		AUD	9,800			9,215,532		9,385,559		(170,027	)
10 Yr Canadian Bond Futures		60		June 2019		CAD	6,000			6,214,424		6,187,621		26,803
10 Yr Mini Japan Government Bond Futures		334		March 2019		JPY	3,340,000			45,706,962		45,731,916		(24,954	)
Euro Buxl 30 Yr Bond Futures		25		March 2019		EUR	2,500			5,185,196		5,233,406		(48,210	)
Euro STOXX 50 Index Futures		219		March 2019		EUR	2			7,567,018		8,215,366		(648,348	)
Euro-BOBL Futures		65		March 2019		EUR	6,500			9,816,776		9,812,548		4,228
Euro-Bund Futures		53		March 2019		EUR	5,300			9,901,290		9,965,683		(64,393	)
Euro-Schatz Futures		78		March 2019		EUR	7,800			9,931,536		9,920,344		11,192
FTSE 100 Index Futures		37		March 2019		GBP	0	***		3,310,725		3,472,297		(161,572	)
Hang Seng Index Futures		19		March 2019		HKD	1			3,503,688		3,469,244		34,444
MSCI Singapore Index ETS Futures		129		March 2019		SGD	13			3,487,942		3,433,003		54,939
S&P 500E-Mini Futures		47		March 2019		USD	2			6,392,571		6,544,045		(151,474	)
S&P/TSX 60 Index Futures		17		March 2019		CAD	3			2,286,810		2,460,701		(173,891	)
SPI 200 Futures		31		March 2019		AUD	1			3,040,282		3,380,390		(340,108	)
TOPIX Index Futures		31		March 2019		JPY	310			4,305,017		4,466,514		(161,497	)
U.S. 10 Yr Ultra Futures		23		June 2019		USD	2,300			2,988,351		2,977,422		10,929
U.S.T-Note 5 Yr (CBT) Futures		32		June 2019		USD	3,200			3,667,459		3,666,000		1,459
U.S.T-Note 10 Yr (CBT) Futures		44		June 2019		USD	4,400			5,384,096		5,368,000		16,096
U.S. Ultra Bond Futures (CBT)		16		June 2019		USD	1,600			2,599,883		2,553,500		46,383
													$	4,363,137

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CONSOLIDATED 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	CLP	4,460,196	USD	6,551		3/15/19	$	(249,923	)
Bank of America, NA	RUB	95,011	USD	1,424		3/07/19		(16,047	)
Bank of America, NA	CAD	2,839	USD	2,129		3/07/19		(28,659	)
Bank of America, NA	EUR	491	USD	561		4/10/19		737
Bank of America, NA	USD	726	CAD	966		3/15/19		8,378
Bank of America, NA	TRY	2,524	EUR	410		3/28/19		1,779
Barclays Bank PLC	KRW	6,722,287	USD	5,990		3/15/19		15,550
Barclays Bank PLC	JPY	567,766	USD	5,243		3/15/19		145,015
Barclays Bank PLC	RUB	48,406	USD	724		3/07/19		(10,360	)
Barclays Bank PLC	INR	70,943	USD	985		3/18/19		(15,300	)
Barclays Bank PLC	CNY	39,610	USD	5,768		3/15/19		(147,261	)
Barclays Bank PLC	SEK	37,696	USD	4,253		3/15/19		167,624
Barclays Bank PLC	CNY	23,813	USD	3,512		6/17/19		(38,068	)
Barclays Bank PLC	ILS	16,549	USD	4,525		4/16/19		(53,779	)
Barclays Bank PLC	NOK	12,322	USD	1,446		4/12/19		3,935
Barclays Bank PLC	BRL	19,145	USD	5,128		3/06/19		31,162
Barclays Bank PLC	ZAR	11,277	USD	803		3/15/19		3,613
Barclays Bank PLC	BRL	7,499	USD	2,006		4/02/19		13,569
Barclays Bank PLC	BRL	4,173	USD	1,115		3/15/19		4,758
Barclays Bank PLC	EUR	2,553	USD	2,938		3/15/19		31,011
Barclays Bank PLC	GBP	2,141	USD	2,714		3/15/19		(127,036	)
Barclays Bank PLC	CAD	966	USD	726		3/15/19		(8,316	)
Barclays Bank PLC	USD	888	TRY	4,789		3/28/19		(4,502	)
Barclays Bank PLC	USD	1,596	CAD	2,124		3/15/19		18,289
Barclays Bank PLC	USD	4,053	AUD	5,676		3/15/19		(25,740	)
Barclays Bank PLC	USD	5,126	BRL	19,145		3/06/19		(28,634	)
Barclays Bank PLC	USD	3,116	BRL	11,646		4/02/19		(21,073	)
Barclays Bank PLC	USD	4,682	TWD	143,520		3/14/19		(24,433	)
Barclays Bank PLC	USD	1,094	RUB	71,854		3/07/19		(4,894	)
Barclays Bank PLC	USD	1,455	INR	102,563		3/18/19		(9,644	)
Barclays Bank PLC	USD	2,144	PHP	113,199		6/17/19		26,473
Barclays Bank PLC	USD	2,155	PHP	113,647		3/15/19		35,400
Barclays Bank PLC	USD	1,462	JPY	160,070		3/15/19		(24,797	)
Barclays Bank PLC	USD	5,378	INR	379,530		3/15/19		(26,387	)
Barclays Bank PLC	USD	32	IDR	457,519		5/09/19		335
Barclays Bank PLC	USD	2,931	KRW	3,280,421		5/16/19		(9,713	)
Barclays Bank PLC	USD	2,089	IDR	29,627,798		6/17/19		(26,606	)
Barclays Bank PLC	USD	7,499	IDR	106,662,838		3/15/19		26,895
BNP Paribas SA	COP	1,719,239	USD	553		3/15/19		(4,462	)
BNP Paribas SA	HUF	516,550	USD	1,864		6/17/19		(10,689	)
BNP Paribas SA	PLN	10,734	USD	2,857		3/15/19		19,784
BNP Paribas SA	AUD	2,315	USD	1,652		3/15/19		9,046
BNP Paribas SA	EUR	3,098	PLN	13,340		4/08/19		(4,618	)
BNP Paribas SA	SEK	10,186	NOK	9,405		4/12/19		(5,263	)
BNP Paribas SA	TRY	11,588	EUR	1,871		4/10/19		12,772
BNP Paribas SA	USD	7,835	NZD	11,650		3/15/19		100,505
BNP Paribas SA	USD	1,080	ZAR	14,924		4/17/19		(26,316	)
Citibank, NA	COP	4,540,612	USD	1,425		3/15/19		(47,849	)
Citibank, NA	TWD	120,288	USD	3,914		3/15/19		10,399
Citibank, NA	CZK	55,781	USD	2,492		3/15/19		15,920

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CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA	SEK	23,092	USD	2,505		4/12/19	$	(3,137	)
Citibank, NA	BRL	6,500	USD	1,721		10/10/19		20,733
Citibank, NA	EUR	5,682	USD	6,545		6/17/19		24,749
Citibank, NA	CNY	1,573	USD	228		3/20/19		(7,394	)
Citibank, NA	EUR	1,916	USD	2,172		4/10/19		(14,214	)
Citibank, NA	CLP	578	USD	1		3/15/19		(17	)
Citibank, NA	USD	1,409	CHF	1,382		3/13/19		(23,523	)
Citibank, NA	CHF	1,465	SEK	13,662		4/12/19		10,064
Citibank, NA	USD	3,463	GBP	2,624		4/09/19		23,921
Citibank, NA	USD	2,169	CAD	2,879		3/15/19		19,952
Citibank, NA	USD	698	TRY	3,743		3/28/19		(7,541	)
Citibank, NA	USD	2,200	BRL	8,222		4/02/19		(15,143	)
Citibank, NA	USD	3,516	PLN	13,181		4/08/19		(28,804	)
Citibank, NA	USD	5,222	SEK	46,717		4/12/19		(147,730	)
Citibank, NA	USD	3,663	TWD	111,859		3/14/19		(32,409	)
Citibank, NA	USD	8,821	MXN	172,411		3/15/19		105,118
Citibank, NA	USD	4,435	RUB	296,630		6/17/19		1,750
Citibank, NA	USD	3,750	JPY	407,657		12/13/19		(8,869	)
Citibank, NA	USD	1,013	CLP	677,508		3/15/19		19,749
Credit Suisse International	CNY	29,924	USD	4,350		3/20/19		(117,847	)
Credit Suisse International	TRY	5,770	USD	1,068		3/28/19		3,254
Credit Suisse International	EUR	3,348	USD	3,791		3/13/19		(20,202	)
Credit Suisse International	NOK	2,415	USD	282		4/12/19		(1,191	)
Credit Suisse International	NZD	2,384	USD	1,635		3/15/19		11,131
Credit Suisse International	AUD	2,179	USD	1,608		6/28/19		59,625
Credit Suisse International	EUR	96	TRY	604		5/03/19		(533	)
Credit Suisse International	EUR	100	ZAR	1,573		6/04/19		(4,164	)
Credit Suisse International	TRY	182	EUR	29		5/03/19		189
Credit Suisse International	NZD	317	AUD	302		7/29/19		(1,380	)
Credit Suisse International	EUR	1,285	TRY	8,167		3/25/19		45,232
Credit Suisse International	TRY	2,524	EUR	409		3/28/19		1,012
Credit Suisse International	USD	1,460	ILS	5,288		4/16/19		2,780
Credit Suisse International	USD	6,176	CAD	8,116		6/17/19		6,343
Credit Suisse International	USD	834	ZAR	11,277		3/15/19		(34,437	)
Credit Suisse International	USD	3,297	TRY	18,733		3/15/19		184,127
Credit Suisse International	USD	3,147	CNY	21,575		3/20/19		74,533
Credit Suisse International	USD	4,130	SEK	37,696		3/15/19		(44,733	)
Credit Suisse International	USD	2,025	CZK	45,808		3/15/19		8,129
Deutsche Bank AG	INR	92,596	USD	1,269		3/18/19		(36,398	)
Deutsche Bank AG	AUD	1,527	USD	1,081		4/23/19		(3,129	)
Deutsche Bank AG	AUD	302	NZD	317		7/29/19		1,370
Deutsche Bank AG	USD	1,752	INR	125,048		3/18/19		9,873
Goldman Sachs Bank USA	COP	5,842,645	USD	1,865		6/17/19		(22,309	)
Goldman Sachs Bank USA	JPY	4,244,355	USD	39,047		5/16/19		748,691
Goldman Sachs Bank USA	INR	150,459	USD	2,102		3/18/19		(18,772	)
Goldman Sachs Bank USA	INR	224,355	USD	3,178		3/18/19	��	16,345
Goldman Sachs Bank USA	RUB	50,203	USD	752		3/07/19		(9,493	)
Goldman Sachs Bank USA	BRL	11,646	USD	3,115		3/06/19		14,638
Goldman Sachs Bank USA	BRL	7,499	USD	1,983		3/06/19		(13,646	)
Goldman Sachs Bank USA	TRY	422	EUR	67		5/03/19		372
Goldman Sachs Bank USA	USD	1,451	EUR	1,285		3/13/19		12,133
Goldman Sachs Bank USA	USD	537	PLN	2,013		4/08/19		(4,081	)

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)
Goldman Sachs Bank USA	USD	2,177	CHF	2,171		3/13/19	$	423
Goldman Sachs Bank USA	EUR	2,591	TRY	16,697		4/10/19		100,713
Goldman Sachs Bank USA	USD	2,006	BRL	7,499		3/06/19		(9,425	)
Goldman Sachs Bank USA	USD	3,327	NOK	28,299		4/12/19		(14,074	)
Goldman Sachs Bank USA	USD	3,079	BRL	11,646		3/06/19		21,192
Goldman Sachs Bank USA	USD	4,310	MYR	17,546		8/21/19		(16,759	)
Goldman Sachs Bank USA	USD	2,709	TWD	83,062		3/14/19		(13,067	)
Goldman Sachs Bank USA	USD	2,047	INR	144,780		3/18/19		(6,672	)
Goldman Sachs Bank USA	USD	5,653	RUB	382,298		3/15/19		136,866
Goldman Sachs Bank USA	USD	1,417	CLP	953,051		3/15/19		35,856
HSBC Bank USA	JPY	3,790,000	USD	34,816		5/16/19		617,847
HSBC Bank USA	JPY	921,908	USD	8,353		4/11/19		57,137
HSBC Bank USA	INR	587,026	USD	8,069		3/18/19		(203,824	)
HSBC Bank USA	TWD	64,700	USD	2,115		3/14/19		15,629
HSBC Bank USA	AUD	1,221	USD	873		6/28/19		5,296
HSBC Bank USA	USD	1,640	EUR	1,444		4/10/19		8,087
HSBC Bank USA	USD	2,070	EUR	1,814		4/08/19		(543	)
HSBC Bank USA	PLN	5,554	EUR	1,284		4/08/19		(4,604	)
HSBC Bank USA	USD	644	TWD	19,690		3/14/19		(4,937	)
HSBC Bank USA	USD	7,299	KRW	8,171,507		5/16/19		(22,813	)
JPMorgan Chase Bank, NA	KRW	478,969	USD	428		5/16/19		1,085
JPMorgan Chase Bank, NA	MXN	10,599	USD	548		3/22/19		(622	)
JPMorgan Chase Bank, NA	CHF	9,069	USD	9,237		3/13/19		142,003
JPMorgan Chase Bank, NA	GBP	957	USD	1,232		6/17/19		(42,952	)
JPMorgan Chase Bank, NA	ZAR	1,573	EUR	100		6/04/19		4,164
JPMorgan Chase Bank, NA	USD	542	PLN	2,031		4/08/19		(4,325	)
JPMorgan Chase Bank, NA	TRY	8,167	EUR	1,285		3/25/19		(45,229	)
Morgan Stanley Capital Services, Inc.	JPY	1,449,193	USD	12,941		3/15/19		(70,899	)
Morgan Stanley Capital Services, Inc.	JPY	161,048	USD	1,489		12/13/19		11,402
Morgan Stanley Capital Services, Inc.	INR	154,290	USD	2,153		3/18/19		(21,776	)
Morgan Stanley Capital Services, Inc.	BRL	6,879	USD	1,838		6/17/19		20,530
Morgan Stanley Capital Services, Inc.	PLN	5,580	USD	1,462		4/08/19		(14,393	)
Morgan Stanley Capital Services, Inc.	CNY	4,764	USD	689		3/20/19		(22,630	)
Morgan Stanley Capital Services, Inc.	PEN	4,461	USD	1,329		3/15/19		(23,555	)
Morgan Stanley Capital Services, Inc.	EUR	2,936	USD	3,389		4/10/19		38,456
Morgan Stanley Capital Services, Inc.	CAD	1,886	USD	1,413		3/07/19		(20,629	)
Morgan Stanley Capital Services, Inc.	NZD	1,588	USD	1,091		4/26/19		8,640
Morgan Stanley Capital Services, Inc.	AUD	1,080	USD	800		6/28/19		32,707
Morgan Stanley Capital Services, Inc.	USD	1,895	EUR	1,674		3/13/19		10,215

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)
Morgan Stanley Capital Services, Inc.	USD	4,440	AUD	6,012		6/28/19	$	(167,184	)
Morgan Stanley Capital Services, Inc.	USD	2,899	CAD	3,839		3/07/19		18,857
Morgan Stanley Capital Services, Inc.	USD	2,159	TWD	66,564		3/14/19		838
Morgan Stanley Capital Services, Inc.	USD	2,474	INR	177,406		3/18/19		26,351
Morgan Stanley Capital Services, Inc.	USD	1,475	KRW	1,642,225		5/16/19		(12,744	)
Morgan Stanley Capital Services, Inc.	USD	1,765	COP	5,555,991		3/15/19		37,395
Natwest Markets PLC	COP	6,757,057	USD	2,169		3/15/19		(22,720	)
Natwest Markets PLC	CLP	678,690	USD	1,010		3/15/19		(25,069	)
Natwest Markets PLC	JPY	160,982	USD	1,488		12/13/19		10,469
Natwest Markets PLC	AUD	4,080	USD	2,896		4/23/19		(702	)
Natwest Markets PLC	CHF	2,319	USD	2,375		3/15/19		48,812
Natwest Markets PLC	TRY	1,657	USD	307		3/28/19		1,525
Natwest Markets PLC	EUR	1,256	USD	1,447		4/10/19		13,884
Natwest Markets PLC	USD	2,538	AUD	3,565		4/23/19		(7,272	)
Natwest Markets PLC	USD	683	TRY	3,726		3/28/19		3,832
Natwest Markets PLC	USD	565	TWD	17,206		3/14/19		(6,632	)
Natwest Markets PLC	USD	2,092	INR	148,469		3/18/19		435
Natwest Markets PLC	USD	2,733	CLP	1,789,180		3/15/19		(5,117	)
Natwest Markets PLC	USD	2,144	CLP	1,428,478		3/15/19		33,783
Natwest Markets PLC	USD	726	COP	2,238,287		3/15/19		(487	)
Natwest Markets PLC	USD	722	COP	2,246,291		3/15/19		7,006
Standard Chartered Bank	TWD	164,521	USD	5,337		3/14/19		(2,651	)
Standard Chartered Bank	INR	98,571	USD	1,388		3/18/19		(1,560	)
Standard Chartered Bank	TWD	37,043	USD	1,215		3/14/19		12,762
Standard Chartered Bank	ZAR	14,924	USD	1,085		4/17/19		31,665
Standard Chartered Bank	EUR	2,547	USD	2,915		4/10/19		8,417
Standard Chartered Bank	CAD	1,533	USD	1,159		3/07/19		(6,125	)
Standard Chartered Bank	USD	4,717	EUR	4,120		4/10/19		(16,044	)
Standard Chartered Bank	USD	2,056	CNY	14,214		3/20/19		66,848
Standard Chartered Bank	USD	881	KRW	983,534		5/16/19		(4,884	)
State Street Bank & Trust Co.	JPY	160,735	USD	1,460		4/11/19		14,058
State Street Bank & Trust Co.	THB	47,195	USD	1,514		6/17/19		12,887
State Street Bank & Trust Co.	THB	31,324	USD	980		3/15/19		(13,821	)
State Street Bank & Trust Co.	NOK	3,501	USD	410		3/15/19		1,173
State Street Bank & Trust Co.	ZAR	3,412	USD	247		4/17/19		6,153
State Street Bank & Trust Co.	EUR	1,576	USD	1,810		4/10/19		12,226
State Street Bank & Trust Co.	TRY	771	USD	139		3/28/19		(3,185	)
State Street Bank & Trust Co.	EUR	1,203	USD	1,380		3/15/19		11,336
State Street Bank & Trust Co.	SGD	356	USD	262		4/17/19		(1,360	)
State Street Bank & Trust Co.	EUR	335	USD	380		3/15/19		(1,289	)
State Street Bank & Trust Co.	EUR	268	USD	307		6/17/19		(383	)
State Street Bank & Trust Co.	EUR	220	USD	250		4/10/19		(731	)
State Street Bank & Trust Co.	AUD	205	USD	146		4/23/19		460
State Street Bank & Trust Co.	GBP	198	USD	261		4/09/19		(1,485	)
State Street Bank & Trust Co.	GBP	281	USD	370		3/15/19		(2,710	)
State Street Bank & Trust Co.	GBP	171	USD	220		6/17/19		(7,100	)

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)
State Street Bank & Trust Co.	EUR	58	USD	67		6/17/19	$	20
State Street Bank & Trust Co.	USD	73	CHF	73		3/13/19		142
State Street Bank & Trust Co.	USD	677	EUR	592		4/10/19		(2,019	)
State Street Bank & Trust Co.	USD	389	EUR	344		3/14/19		2,268
State Street Bank & Trust Co.	USD	89	MXN	1,706		3/22/19		(713	)
State Street Bank & Trust Co.	USD	444	TRY	2,463		3/28/19		10,177
State Street Bank & Trust Co.	USD	341	SEK	3,051		4/12/19		(9,215	)
UBS AG	CAD	788	USD	591		3/07/19		(8,042	)
UBS AG	USD	522	NZD	766		4/26/19		240
UBS AG	USD	775	JPY	85,291		4/11/19		(7,738	)
							$	1,266,854

CURRENCY OPTIONS WRITTEN (see Note D)

Description/ Counterparty	Exercise Price			Expiration Month		Contracts		Notional Amount (000)			Premiums Received		U.S. $ Value
Call
AUD vs. USD/ Morgan Stanley Capital Services LLC(t)		AUD	1.280		06/2019		13,200,000		AUD	13,200	$	137,041	$	(6,264	)
NZD vs. CAD/ Deutsche Bank AG(t)		NZD	1.010		07/2019		1,545,300		NZD	1,545		5,084		(5,514	)
Put
CNH vs. USD/ BNP Paribas SA(t)		CNH	7.000		04/2019		7,665,000		CNH	7,665		3,698		(404	)
NZD vs. CAD/ JPMorgan Chase Bank, NA(t)		NZD	1.160		07/2019		1,615,000		NZD	1,615		7,320		(7,044	)
SGD vs. CHF/ UBS AG(t)		SGD	1.550		06/2019		930,000		SGD	930		2,811		(460	)
TRY vs. EUR/ Goldman Sachs Bank USA(t)		TRY	6.830		05/2019		3,280,608		TRY	3,281		6,133		(3,563	)
TRY vs. EUR/ JPMorgan Chase Bank, NA(t)		TRY	6.990		03/2019		21,219,519		TRY	21,220		44,823		(2,802	)
ZAR vs. EUR/ JPMorgan Chase Bank, NA(t)		ZAR	16.650		05/2019		8,075,250		ZAR	8,075		8,130		(12,570	)
											$	215,040	$	(38,621	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/22*		(5.00	)%		Quarterly		3.02	%	US	D  5	$	(377	)	$	(327	)	$	(50	)
CDX-NAHY Series 29, 5 Year Index, 12/20/22*		(5.00	)		Quarterly		3.02		USD	3,401		(261,382	)		(206,854	)		(54,528	)
CDX-NAHY Series 29, 5 Year Index, 12/20/22*		(5.00	)		Quarterly		3.02		USD	3,616		(277,954	)		(237,962	)		(39,992	)
CDX-NAHY Series 30, 5 Year Index, 6/20/23*		(5.00	)		Quarterly		3.19		USD	1,441		(111,849	)		(96,505	)		(15,344	)
iTraxxx Xover Series 28, 5 Year Index, 12/20/22*		(5.00	)		Quarterly		2.65		EUR	1,914		(203,398	)		(218,688	)		15,290
Sale Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/22*		5.00			Quarterly		3.02		USD	5		377			351			26
CDX-NAHY Series 31, 5 Year Index, 12/20/23*		5.00			Quarterly		3.46		USD	2,768		200,843			105,128			95,715
CDX-NAHY Series 31, 5 Year Index, 12/20/23*		5.00			Quarterly		3.46		USD	1,270		92,172			48,116			44,056
CDX-NAIG Series 28, 5 Year Index, 6/20/22*		1.00			Quarterly		0.43		USD	84,550		1,684,616			1,326,523			358,093
iTraxxx Europe Series 27, 5 Year Index, 6/20/22*		1.00			Quarterly		0.33		EUR	37,100		1,022,833			876,273			146,560

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
iTraxxx Xover Series 30, 5 Year Index, 12/20/23*		5.00	%		Quarterly		2.76	%	EUR	4,436	$	542,590	$	452,993	$	89,597
											$	2,688,471	$	2,049,048	$	639,423

* 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)
GBP	450		12/17/28		6 Month LIBOR		1.479%	Semi-Annual/ Semi-Annual	$	3		$	—	$	3
GBP	450		12/17/28		1.600%		6 Month LIBOR	Semi-Annual/ Semi-Annual		(6,867	)		—		(6,867	)
NOK	141,690		1/11/29		6 Month NIBOR		2.100%	Semi-Annual/ Annual		35,320			—		35,320
SEK	138,360		1/11/29		3 Month STIBOR		1.080%	Quarterly/ Annual		136,141			—		136,141
CHF	14,970		1/11/29		6 Month LIBOR		0.299%	Semi-Annual/ Annual		121,440			—		121,440
NZD	3,780		1/11/29		3 Month BKBM		2.653%	Quarterly/ Semi-Annual		44,875			—		44,875
NOK	19,040		2/08/29		6 Month NIBOR		2.072%	Semi-Annual/ Annual		(2,586	)		—		(2,586	)
									$	328,326		$	—	$	328,326

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)%		Quarterly		6.70	%	USD	32	$	1,713	$	2,621	$	(908	)
Citibank, NA
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	34		1,819		2,493		(674	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	) %		Quarterly		6.70	%	USD	50	$	2,676		$	4,298		$	(1,622	)
Morgan Stanley & Co. International PLC
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	64		3,425			5,710			(2,285	)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	31		1,659			2,167			(508	)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	36		1,927			2,054			(127	)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	64		3,425			4,803			(1,378	)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	32		1,713			2,348			(635	)
Argentine Republic, 7.500%, 4/22/26, 12/20/23*		(5.00	)		Quarterly		6.70		USD	31		1,659			2,274			(615	)
Sale Contracts
Barclays Bank PLC
Federative Republic of Brazil, 4.250%, 1/07/25, 6/20/23*		1.00			Quarterly		1.38		USD	206		(2,925	)		(6,681	)		3,756
Federative Republic of Brazil, 4.250%, 1/07/25, 6/20/23*		1.00			Quarterly		1.38		USD	189		(2,684	)		(6,130	)		3,446

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Citibank, NA
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00	%		Quarterly		3.01	%	USD	460	$	(38,198	)	$	(50,294	)	$	12,096
Citigroup Global Markets, Inc.
CDX- CMBX.NA.BB Series 6, 5/11/63*		5.00			Monthly		13.85		USD	2,500		(580,611	)		(446,969	)		(133,642	)
Credit Suisse International
CDX- CMBX.NA. BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	5,800		(702,186	)		(584,295	)		(117,891	)
Deutsche Bank AG
CDX- CMBX.NA.BB Series 6, 5/11/63*		5.00			Monthly		13.85		USD	2,500		(580,611	)		(456,498	)		(124,113	)
Goldman Sachs International
Avis Budget Group, Inc., 5.250%, 3/15/25, 12/20/23*		5.00			Quarterly		2.73		USD	110		11,822			6,829			4,993
HSBC Bank USA
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	85		(7,058	)		(9,166	)		2,108
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	85		(7,058	)		(9,263	)		2,205
JPMorgan Chase Bank, NA
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	13		(1,080	)		(1,409	)		329
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	13		(1,079	)		(1,418	)		339

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00	%		Quarterly		3.01	%	USD	157	$	(13,037	)	$	(17,131	)	$	4,094
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	7		(582	)		(825	)		243
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	78		(6,477	)		(9,192	)		2,715
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	34		(2,823	)		(3,730	)		907
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	34		(2,823	)		(3,750	)		927
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	52		(4,318	)		(6,032	)		1,714
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	32		(2,657	)		(3,712	)		1,055
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	34		(2,823	)		(3,956	)		1,133
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	86		(7,141	)		(9,343	)		2,202
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	86		(7,141	)		(9,343	)		2,202

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00	%		Quarterly		3.01	%	USD	6	$	(499	)	$	(650	)	$	151
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	78		(6,477	)		(8,446	)		1,969
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	156		(12,954	)		(16,905	)		3,951
Morgan Stanley & Co. International PLC
Republic of Turkey, 11.875%, 1/15/30, 12/20/23*		1.00			Quarterly		3.01		USD	86		(7,141	)		(10,489	)		3,348
Morgan Stanley Capital Services LLC
Republic of South Africa, 5.500%, 3/09/20, 6/20/23*		1.00			Quarterly		1.60		USD	330		(7,534	)		(7,742	)		208
											$	(1,976,079	)	$	(1,647,772	)	$	(328,307	)

* 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		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		USD	45,900		7/31/21		2.230	%		CPI	#		Maturity	$	(642,643	)
Bank of America, NA		USD	29,970		7/31/21		2.230	%		CPI	#		Maturity		(419,608	)
														$	(1,062,251	)

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

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation

# of Shares or Units

Rate Paid/ Received

Payment Frequency

Notional Amount (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Receive Total Return on Reference Obligation

Barclays Bank PLC

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

134,300,000

LIBOR

Maturity

USD

134,300

5/01/19

$

(64,866

)

Citibank, NA

CGABROE3(1)

170,980

LIBOR Plus 0.20%

Quarterly

USD

18,750

1/15/20

55,435

Goldman Sachs International

GSABLJHB(2)

9,888,965

LIBOR Plus 0.20%

Quarterly

JPY

814,554

2/17/20

159,801

Russell 2000 Total Return Index

1,310

LIBOR

Quarterly

USD

10,260

5/15/19

32,937

JPMorgan Chase Bank, NA

iBoxx $ Liquid High Yield Index

3,460,000

LIBOR

Maturity

USD

3,460

3/20/19

144,002

JPQABACP(3)

377,614

0.17%

Maturity

USD

35,476

6/17/19

(1,931,056

)

Morgan Stanley Capital Services LLC

Bloomberg Agriculture Subindex

16,875

0.18%

Annual

USD

1,336

10/15/19

(10,942

)

Bloomberg Commodity Index

266,125

0.12%

Maturity

USD

50,992

3/15/19

1,647,580

Markit iBoxx EUR Liquid High Yield Index

510,000

EURIBOR

Quarterly

EUR

510

3/20/19

8,179

Pay Total Return on Reference Obligation

Citibank, NA

Russell 1000 Index Total Return

2,122

LIBOR Plus 0.24%

Quarterly

USD

18,659

11/15/19

(45,433

)

Goldman Sachs & Co.

BB&T Corp.

10,070

LIBOR Minus 0.30%

Monthly

USD

506

1/05/21

(6,819

)

BB&T Corp.

20,160

LIBOR Plus 0.35%

Monthly

USD

998

1/05/21

(28,207

)

Chemical Financial Corp.

32,358

LIBOR Minus 0.30%

Monthly

USD

1,465

1/05/21

(15,208

)

Entegris, Inc.

4,909

LIBOR Minus 0.30%

Monthly

USD

162

1/05/21

(11,299

)

Entegris, Inc.

14,225

LIBOR Minus 0.30%

Monthly

USD

476

1/05/21

(26,011

)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Payment Frequency		Notional Amount (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Entegris, Inc.		15,826	LIBOR Plus 0.30%		Annual		USD	524		1/05/21	$	(34,121	)
Goldman Sachs International
GSABSJHB(4)		9,888,965	LIBOR Minus 0.20%		Quarterly		JPY	868,647		2/17/20		(130,390	)
S&P 500 Total Return Index		21,354	LIBOR Plus 0.13%		Quarterly		USD	118,158		5/15/19		(330,466	)
Morgan Stanley Capital Services LLC
Ameris Bancorp		2,601	LIBOR Minus 0.30%		Monthly		USD	107		1/27/21		808
Ameris Bancorp		697	LIBOR Minus 0.30%		Annual		USD	29		1/27/21		2
Amcor Ltd.		145,181	BBR Plus 0.50%		Monthly		AUD	1,972		1/27/21		(147,672	)
Bristol-Meyers Squibb Co.		17,059	LIBOR Plus 0.30%		Annual		USD	838		1/27/21		(40,604	)
EnCana Corp.		213,271	LIBOR Plus 0.30%		Monthly		USD	1,455		1/27/21		(87,593	)
Fiserv, Inc.		17,763	LIBOR Plus 0.30%		Annual		USD	1,481		1/27/21		(19,721	)
Fidelity National Financial, Inc.		3,132	LIBOR Minus 0.30%		Monthly		USD	111		1/27/21		1,424
Fidelity National Financial, Inc.		8,642	LIBOR Minus 0.30%		Monthly		USD	303		1/27/21		178
Fidelity National Financial, Inc.		843	LIBOR Minus 0.30%		Monthly		USD	30		1/27/21		31
Fidelity National Financial, Inc.		1,180	LIBOR Minus 0.30%		Monthly		USD	41		1/27/21		(475	)
Fidelity National Financial, Inc.		3,542	LIBOR Minus 0.30%		Monthly		USD	123		1/27/21		(1,150	)
Harris Corp.		9,596	LIBOR Plus 0.30%		Annual		USD	1,356		1/27/21		(223,216	)
II-VI, Inc.		1,096	LIBOR Minus 0.30%		Monthly		USD	42		1/27/21		(4,090	)
II-VI, Inc.		4,346	LIBOR Minus 0.30%		Monthly		USD	167		1/27/21		(17,583	)
II-VI, Inc.		8,409	LIBOR Plus 0.30%		Annual		USD	284		1/27/21		(72,286	)
Independent Bank Corp.		1,748	LIBOR Plus 0.30%		Monthly		USD	138		1/27/21		(10,585	)
Independent Bank Corp.		8,098	LIBOR Plus 0.30%		Annual		USD	633		1/27/21		(54,619	)
KLA Corp.		6,263	LIBOR Plus 0.30%		Annual		USD	611		1/27/21		(110,567	)
Newmont Mining Corp.		5,635	LIBOR Minus 0.30%		Monthly		USD	191		1/27/21		(1,542	)
Newmont Mining Corp.		40,956	LIBOR Plus 0.30%		Annual		USD	1,349		1/27/21		(44,636	)
T-Mobile US, Inc.		19,449	LIBOR Plus 0.30%		Annual		USD	1,325		1/27/21		(75,386	)
Tivity Health, Inc.		6,100	LIBOR Plus 0.30%		Monthly		USD	134		1/27/21		3,770

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Counterparty & Referenced Obligation

# of Shares or Units

Rate Paid/ Received

Payment Frequency

Notional Amount (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

UBS AG

FTSE EPRANAREIT Developed Real Estate Index

1,096

LIBOR Plus 0.17%

Quarterly

USD

5,139

1/15/20

$

(604,976

)

$

(2,097,372

)

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
Bank of America, NA
Russell 2000 Index 4/18/19*		25.10	%		Maturity		USD	1,062	$	(632,318	)	$	—	$	(632,318	)
Citibank, NA
Nasdaq 100 Stock Index 5/17/19*		20.90			Maturity		USD	700		(122,808	)		—		(122,808	)
S&P 500 Index 5/17/19*		17.60			Maturity		USD	832		(103,569	)		—		(103,569	)
Deutsche Bank AG
AUD/JPY 4/16/20*		12.25			Maturity		AUD	200		(4,856	)		—		(4,856	)
AUD/JPY 5/7/20*		12.22			Maturity		AUD	119		(2,500	)		—		(2,500	)
Goldman Sachs Bank USA
AUD/JPY 3/10/20*		12.90			Maturity		AUD	40		(1,980	)		—		(1,980	)
AUD/JPY 3/11/20*		12.80			Maturity		AUD	48		(2,176	)		—		(2,176	)
JPMorgan Chase Bank, NA
S&P/ASX 200 Index 4/18/19*		17.69			Maturity		AUD	704		(383,931	)		—		(383,931	)
UBS AG
S&P/ASX 200 Index 5/16/19*		14.75			Maturity		AUD	789		(159,622	)		—		(159,622	)
Sale Contracts
Citibank, NA
Nasdaq 100 Stock Index 3/15/19*		18.55			Maturity		USD	387		201,692			—		201,692
Russell 2000 Index 3/15/19*		16.65			Maturity		USD	624		249,227			—		249,227
Russell 2000 Index 4/18/19*		17.55			Maturity		USD	739		130,385			—		130,385
S&P 500 Index 3/15/19*		15.00			Maturity		USD	140		57,230			—		57,230
SPDR S&P 500 ETF Trust 3/1/19*		10.85			Maturity		USD	2		487			—		487
JPMorgan Chase Bank, NA
S&P/ASX 200 Index 3/21/19*		12.90			Maturity		AUD	264		110,291			—		110,291

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)			Market Value			Upfront Premiums (Paid) Received			Unrealized Appreciation/ (Depreciation)
UBS AG
S&P/ASX 200 Index 4/18/19*		13.65	%		Maturity		AUD	538	$	129,868		$	—		$	129,868
SPDR S&P 500 ETF Trust 3/1/19*		10.70			Maturity		USD	2		– 0	–		—			– 0	–
									$	(534,580	)	$	– 0	–	$	(534,580	)

* Termination date

** Principal amount less than 500.

*** Notional amount less than 500.

(a) Non-income producing security.

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

(c) Illiquid security.

(d) Fair valued by the Adviser.

(e) 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 28, 2019, the aggregate market value of these securities amounted to $50,303,425 or 6.9% of net assets.

(f) Restricted and illiquid security.

Restricted & Illiquid Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
CHC Group LLC		4/26/17	$	34,109		$	148			0.00	%
CHC Group LLC/CHC Finance Ltd. Series AI Zero Coupon, 10/01/20		4/26/17		194,146			110,933			0.02	%
Exide Technologies		4/26/17		2,165			172			0.00	%
Exide Technologies/Old		3/30/17		1,094			87			0.00	%
Momentive Performance Materials, Inc. 8.875%, 10/15/20		4/26/17		– 0	–		– 0	–		0.00	%
Monitronics International, Inc. 9.125%, 04/01/20		4/19/18		109,613			23,417			0.00	%

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

(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.

(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 28, 2019.

(k) Defaulted matured security.

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

(l) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.08% of net assets as of February 28, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
Aveta, Inc. 10.50%, 3/01/21		12/15/17	$	– 0	–	$	– 0	–		0.00	%
Costa Rica Government International Bond 4.37%, 5/22/19		1/09/18		106,850			107,401			0.01	%
Dominican Republic International Bond 16.00%, 7/10/20		6/02/17		314,106			293,427			0.04	%
Exide Technologies 7.00%, 4/30/25		12/01/18		156,576			126,978			0.02	%
Exide Technologies 11.00%, 4/30/22		12/01/18		78,550			70,561			0.01	%
K2016470219 South Africa Ltd. 3.00%, 12/31/22		4/26/17		9,335			11			0.00	%
K2016470260 South Africa Ltd. 25.00%, 12/31/22		4/26/17		14,525			309			0.00	%
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/18		4/26/17		15			1			0.00	%
Terraform Global Operating LLC 6.125%, 3/01/26		2/08/18		37,000			35,598			0.00	%
Texas Competitive/TCEH 11.50%, 10/01/20		4/26/17		– 0	–		– 0	–		0.00	%
Tonon Luxembourg SA 7.25%, 1/24/20		4/26/17		1,486			306			0.00	%
Virgolino de Oliveira Finance SA 10.50%, 1/28/18		4/26/17		33,435			21,501			0.00	%

(m) Convertible security.

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

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

(p) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 28, 2019.

(q) The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at February 28, 2019.

(r) Affiliated investments.

(s) The rate shown represents the7-day yield as of period end.

(t) One contract relates to 1 share.

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

Currency Abbreviations:   ARS – Argentine Peso AUD – Australian Dollar BRL – Brazilian Real CAD – Canadian Dollar CHF – Swiss Franc CLP – Chilean Peso CNH – Chinese Yuan Renminbi (Offshore) CNY – Chinese Yuan Renminbi COP – Colombian Peso CZK – Czech Koruna DOP – Dominican Peso 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 UYU – Uruguayan Peso ZAR – South African Rand

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ARLLMONP – Argentina Blended Policy Rate

ASX – Australian Stock Exchange

BBR – Bank of England Base Rate

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

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

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

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

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

(1) The following table represents the 50 largest equity basket holdings underlying the total return swap with CGABROE3 as of February 28, 2019.

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Progressive Corp. (The)		7,137	$	521,032		2.8	%
Discover Financial Services		7,019		505,404		2.7	%
Apple, Inc.		2,882		498,546		2.6	%
Facebook, Inc.		3,054		491,668		2.6	%
Exxon Mobil Corp.		6,027		476,166		2.5	%
T Rowe Price Group, Inc.		4,722		472,180		2.5	%
TJX Cos, Inc. (The)		9,227		470,565		2.5	%
Ross Stores, Inc.		4,950		470,289		2.5	%
Visa, Inc.		3,175		469,967		2.5	%
3M Co.		2,269		469,625		2.5	%
PepsiCo, Inc.		3,913		453,912		2.4	%
Pfizer, Inc.		10,076		433,251		2.3	%
UnitedHealth Group, Inc.		1,786		432,141		2.3	%
Comcast Corp.		10,467		408,212		2.2	%
Walt Disney Co. (The)		3,385		382,456		2.0	%
Linde PLC		2,121		366,888		1.9	%
Accenture PLC		2,167		348,872		1.9	%
Texas Instruments, Inc.		3,270		346,652		1.8	%
American Tower Corp.		1,857		326,764		1.7	%
Las Vegas Sands Corp.		5,345		326,075		1.7	%
Biogen, Inc.		985		323,224		1.7	%
MarketAxess Holdings, Inc.		1,284		313,325		1.7	%
Netflix, Inc.		874		312,943		1.7	%
Costco Wholesale Corp.		1,333		291,914		1.6	%
Automatic Data Processing, Inc.		1,815		277,651		1.5	%
Ulta Beauty, Inc.		856		267,173		1.4	%
SEI Investments Co.		5,040		267,135		1.4	%
Illumina, Inc.		843		263,872		1.4	%
Zoetis, Inc.		2,780		261,324		1.4	%
Erie Indemnity Co.		1,301		231,567		1.2	%
Edwards Lifesciences Corp.		1,356		229,092		1.2	%
Regeneron Pharmaceuticals, Inc.		515		221,946		1.2	%
Credit Acceptance Corp.		497		218,758		1.2	%
Eaton Vance Corp.		5,150		216,318		1.1	%
Applied Materials, Inc.		5,507		209,269		1.1	%
Align Technology, Inc.		783		202,688		1.1	%
Lam Research Corp.		1,129		198,623		1.1	%
ON Semiconductor Corp.		8,912		187,155		1.0	%
Paychex, Inc.		2,332		179,602		1.0	%
Dominion Energy, Inc.		2,397		177,353		0.9	%
Paycom Software, Inc.		939		170,978		0.9	%
Cintas Corp.		815		168,671		0.9	%
Fastenal Co.		2,647		166,768		0.9	%
Laboratory Corp. of America Holdings		1,117		165,323		0.9	%
NVR, Inc.		62		161,979		0.9	%
Broadridge Financial Solutions		1,573		158,917		0.8	%
CDW Corp./DE		1,652		155,252		0.8	%
F5 Networks, Inc.		917		154,068		0.8	%
Exelon Corp.		3,072		150,524		0.8	%
Fair Isaac Corp.		598		148,391		0.8	%
Other		61,067		3,704,137		19.7	%

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

(2) The following table represents the 50 largest equity basket holdings underlying the total return swap with GSABLJHB as of February 28, 2019.

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Sumitomo Dainippon Pharma Co., Ltd.		5,793	JPY	15,914,423		1.9	%
FamilyMart UNY Holdings Co., Ltd.		4,614		14,648,514		1.7	%
Eisai Co., Ltd.		1,476		13,568,268		1.6	%
Kikkoman Corp.		2,232		12,364,569		1.5	%
Suzuken Co., Ltd./Aichi Japan		1,950		11,896,801		1.4	%
Alfresa Holdings Corp.		3,559		11,476,372		1.4	%
Fast Retailing Co., Ltd.		216		11,280,048		1.3	%
Medipal Holdings Corp.		4,267		11,076,383		1.3	%
Showa Shell Sekiyu KK		6,467		10,799,191		1.3	%
TIS, Inc.		2,053		10,636,382		1.3	%
Shiseido Co., Ltd.		1,439		10,576,563		1.3	%
Tokyo Gas Co., Ltd.		3,430		10,512,669		1.3	%
Sumitomo Realty & Development		2,375		9,890,929		1.2	%
Dai Nippon Printing Co., Ltd.		3,791		9,774,273		1.2	%
Sony Financial Holdings, Inc.		4,615		9,715,440		1.2	%
Konica Minolta, Inc.		8,893		9,604,904		1.2	%
Taiyo Nippon Sanso Corp.		6,085		9,571,459		1.1	%
Mitsui Fudosan Co., Ltd.		3,605		9,510,743		1.1	%
Mitsubishi Estate Co., Ltd.		4,868		9,312,220		1.1	%
Yokogawa Electric Corp.		4,312		9,244,107		1.1	%
Sompo Holdings, Inc.		2,207		9,175,259		1.1	%
Nichirei Corp.		3,269		9,053,992		1.1	%
SoftBank Group Corp.		878		9,030,051		1.1	%
Iida Group Holdings Co., Ltd.		4,392		8,932,809		1.1	%
Marui Group Co., Ltd.		4,557		8,927,672		1.1	%
Kyowa Hakko Kirin Co., Ltd.		4,097		8,709,853		1.0	%
Electric Power Development Co.		3,121		8,688,142		1.0	%
Casio Computer Co., Ltd.		5,719		8,641,035		1.0	%
Hitachi Capital Corp.		3,268		8,619,806		1.0	%
SBI Holdings, Inc./Japan		3,676		8,616,277		1.0	%
Nippon Electric Glass Co., Ltd.		2,841		8,549,934		1.0	%
Toyoda Gosei Co., Ltd.		3,373		8,507,255		1.0	%
Nippon Express Co., Ltd.		1,294		8,504,644		1.0	%
Sumitomo Heavy Industries Ltd.		2,208		8,413,894		1.0	%
Toyota Tsusho Corp.		2,363		8,354,433		1.0	%
TDK Corp.		949		8,258,284		1.0	%
Yokohama Rubber Co., Ltd. (The)		3,623		8,228,229		1.0	%
Kirin Holdings Co., Ltd.		3,299		8,210,784		1.0	%
Sanwa Holdings Corp.		6,352		8,200,360		1.0	%
Oji Holdings Corp.		12,386		8,199,704		1.0	%
Isuzu Motors Ltd.		5,137		8,198,664		1.0	%
Trend Micro, Inc./Japan		1,489		8,173,280		1.0	%
Idemitsu Kosan Co., Ltd.		2,063		8,150,048		1.0	%
NGK Spark Plug Co., Ltd.		3,424		8,101,831		1.0	%
Fukuoka Financial Group, Inc.		3,360		8,089,957		1.0	%
Keikyu Corp.		4,380		8,084,634		1.0	%
Fuji Electric Co., Ltd.		2,300		8,048,880		1.0	%
Kose Corp.		443		7,982,767		1.0	%
DIC Corp.		2,243		7,941,636		1.0	%
Kyocera Corp.		1,286		7,895,973		0.9	%
Other		230,776		358,489,839		43.1	%

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

(3) The following table represents the 50 largest (long/short) equity basket holdings underlying the total return swap with JPQABACP as of February 28, 2019.

Security Description	Shares			Notional Value as of 2/28/19			Percent of Basket’s Value
MSCI ACWI IMI Index (USD)		(20,456	)	$	(35,614,556	)		(106.2	%)
Royal Dutch Shell PLC		1,506			4,733,856			14.1	%
BP PLC		2,931			2,081,958			6.2	%
Chevron Corp.		17,350			2,081,958			6.2	%
Exxon Mobil Corp.		25,420			2,008,201			6.0	%
TOTAL SA		35,213			2,004,848			6.0	%
EOG Resources, Inc.		14,694			1,381,267			4.1	%
Glencore PLC		2,927			1,183,464			3.5	%
PetroChina Co., Ltd.		1,684,298			1,072,829			3.2	%
Repsol SA		58,099			992,366			3.0	%
Agnico Eagle Mines Ltd.		21,288			905,199			2.7	%
Boliden AB		29,479			807,974			2.4	%
Alcoa Corp.		24,250			727,512			2.2	%
Anadarko Petroleum Corp.		15,925			700,691			2.1	%
Vale SA		58,112			697,339			2.1	%
Mosaic Co. (The)		22,170			687,281			2.1	%
LUKOIL PJSC		8,079			670,518			2.0	%
First Quantum Minerals Ltd.		53,279			606,819			1.8	%
Halliburton Co.		19,358			600,113			1.8	%
Antofagasta PLC		420			523,004			1.6	%
Motor Oil Hellas Corinth Refineries SA		21,170			506,241			1.5	%
Rio Tinto PLC		83			476,068			1.4	%
Continental Resources, Inc./OK		10,281			462,657			1.4	%
C&J Energy Services, Inc.		25,835			439,189			1.3	%
MMC Norilsk Nickel PJSC		20,754			435,837			1.3	%
Aker BP ASA		11,066			375,490			1.1	%
JXTG Holdings, Inc.		78,797			368,785			1.1	%
Tupras Turkiye Petrol Rafineri		13,536			365,432			1.1	%
Yamato Kogyo Co., Ltd.		13,087			362,080			1.1	%
Origin Energy Ltd.		70,012			348,669			1.0	%
Lundin Mining Corp.		58,030			308,438			0.9	%
Newcrest Mining Ltd.		17,475			298,380			0.9	%
SM Energy Co.		18,439			295,028			0.9	%
S-Oil Corp.		3,280			291,675			0.9	%
Johnson Matthey PLC		67			274,912			0.8	%
Concho Resources, Inc.		2,438			268,207			0.8	%
Norsk Hydro ASA		65,492			268,207			0.8	%
Petroleo Brasileiro SA		22,910			244,739			0.7	%
Sumitomo Metal Mining Co., Ltd.		7,890			231,329			0.7	%
Sasol Ltd.		75			227,976			0.7	%
Inpex Corp.		23,089			224,623			0.7	%
Detour Gold Corp.		22,416			221,271			0.7	%
Polyus PJSC		5,315			217,918			0.7	%
Cosan SA		17,717			207,861			0.6	%
OZ Minerals Ltd.		26,389			187,745			0.6	%
Whiting Petroleum Corp.		7,683			184,392			0.6	%
APERAM SA		4,873			160,924			0.5	%
Industrias Penoles SAB de CV		11,907			157,572			0.5	%
Incitec Pivot Ltd.		67,543			144,161			0.4	%
Gran Tierra Energy, Inc.		60,343			137,456			0.4	%
Other		241,670			355,375			1.0	%

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS(continued)

(4) The following table represents the 50 largest equity basket holdings underlying the total return swap with GSABSJHB as of February 28, 2019.

Security Description	Shares			Notional Value as of 2/28/19			Percent of Basket’s Value
Keihan Holdings Co., Ltd.		(2,905	)	JPY	(13,391,792	)		(1.5	%)
Asahi Intecc Co., Ltd.		(2,479	)		(13,261,574	)		(1.5	%)
Bandai Namco Holdings, Inc.		(2,670	)		(12,653,941	)		(1.4	%)
Nissan Chemical Corp.		(2,220	)		(12,478,977	)		(1.4	%)
Kyushu Railway Co.		(2,938	)		(11,195,098	)		(1.3	%)
Oriental Land Co., Ltd./Japan		(914	)		(11,182,176	)		(1.3	%)
Astellas Pharma, Inc.		(6,301	)		(10,824,370	)		(1.2	%)
Ezaki Glico Co., Ltd.		(1,882	)		(10,612,030	)		(1.2	%)
Azbil Corp.		(4,114	)		(10,111,493	)		(1.1	%)
West Japan Railway Co.		(1,203	)		(10,092,984	)		(1.1	%)
McDonald’s Holdings Co. Japan Ltd.		(2,012	)		(10,041,352	)		(1.1	%)
Marubeni Corp.		(12,165	)		(9,670,826	)		(1.1	%)
KDDI Corp.		(3,582	)		(9,629,125	)		(1.1	%)
SCSK Corp.		(1,916	)		(9,329,312	)		(1.1	%)
Park24 Co., Ltd.		(3,473	)		(9,286,577	)		(1.1	%)
MEIJI Holdings Co., Ltd.		(1,040	)		(9,171,944	)		(1.0	%)
NTT DOCOMO, Inc.		(3,532	)		(9,155,277	)		(1.0	%)
Japan Post Insurance Co., Ltd.		(3,567	)		(8,985,583	)		(1.0	%)
Nippon Telegraph & Telephone Corp.		(1,856	)		(8,911,076	)		(1.0	%)
Fuji Media Holdings, Inc.		(5,382	)		(8,772,536	)		(1.0	%)
Japan Airlines Co., Ltd.		(2,133	)		(8,669,431	)		(1.0	%)
Daito Trust Construction Co., Ltd.		(558	)		(8,609,338	)		(1.0	%)
Tobu Railway Co., Ltd.		(2,752	)		(8,557,423	)		(1.0	%)
ANA Holdings, Inc.		(2,064	)		(8,529,287	)		(1.0	%)
Otsuka Holdings Co., Ltd.		(1,813	)		(8,417,442	)		(1.0	%)
Zenkoku Hosho Co., Ltd.		(2,036	)		(8,337,994	)		(0.9	%)
Rakuten, Inc.		(9,482	)		(8,306,060	)		(0.9	%)
Nissan Motor Co., Ltd.		(8,591	)		(8,264,188	)		(0.9	%)
Japan Post Bank Co., Ltd.		(6,614	)		(8,220,879	)		(0.9	%)
Makita Corp.		(1,999	)		(7,884,551	)		(0.9	%)
Hoshizaki Corp.		(1,032	)		(7,782,025	)		(0.9	%)
Nihon M&A Center, Inc.		(2,767	)		(7,776,197	)		(0.9	%)
Japan Tobacco, Inc.		(2,744	)		(7,774,272	)		(0.9	%)
Canon, Inc.		(2,412	)		(7,721,039	)		(0.9	%)
Yamaguchi Financial Group, Inc.		(7,432	)		(7,714,596	)		(0.9	%)
Teijin Ltd.		(4,037	)		(7,537,964	)		(0.9	%)
Nitori Holdings Co., Ltd.		(532	)		(7,391,801	)		(0.8	%)
Rinnai Corp.		(980	)		(7,337,837	)		(0.8	%)
Takeda Pharmaceutical Co., Ltd.		(1,597	)		(7,138,692	)		(0.8	%)
Aozora Bank Ltd.		(2,212	)		(7,099,554	)		(0.8	%)
Shimamura Co., Ltd.		(750	)		(7,061,321	)		(0.8	%)
Toray Industries, Inc.		(9,097	)		(7,059,069	)		(0.8	%)
Ono Pharmaceutical Co., Ltd.		(3,072	)		(7,028,603	)		(0.8	%)
Kansai Paint Co., Ltd.		(3,428	)		(7,016,334	)		(0.8	%)
Ryohin Keikaku Co., Ltd.		(251	)		(6,643,146	)		(0.8	%)
Sumitomo Metal Mining Co., Ltd.		(2,033	)		(6,636,787	)		(0.8	%)
Seria Co., Ltd.		(1,758	)		(6,626,431	)		(0.8	%)
Sundrug Co., Ltd.		(1,900	)		(6,478,100	)		(0.7	%)
Hikari Tsushin, Inc.		(322	)		(6,423,047	)		(0.7	%)
Aeon Co., Ltd.		(2,715	)		(6,369,129	)		(0.7	%)
Other		(166,751	)		(447,913,991	)		(50.7	%)

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

February 28, 2019(unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $611,470,054)	$	648,356,760	(a)
Affiliated issuers (cost $81,289,215 — including investment of cash collateral for securities loaned of $18,793,508)		81,289,215
Cash		11,089
Cash collateral due from broker		14,070,844
Foreign currencies, at value (cost $5,333,744)		5,418,114
Unrealized appreciation on forward currency exchange contracts		3,791,029
Receivable for investment securities sold and foreign currency transactions		3,551,916
Unaffiliated interest and dividends receivable		2,366,900
Unrealized appreciation on total return swaps		2,054,147
Unrealized appreciation on variance swaps		879,180
Affiliated dividends receivable		120,093
Receivable for shares of beneficial interest sold		81,531
Market value on credit default swaps (net premiums paid $35,597)		31,838
Other assets		134,737
Total assets		762,157,393
Liabilities
Options written, at value (premiums received $215,040)		38,621
Payable for collateral received on securities loaned		18,793,508
Unrealized depreciation on total return swaps		4,151,519
Payable for investment securities purchased and foreign currency transactions		2,669,366
Unrealized depreciation on forward currency exchange contracts		2,524,175
Cash collateral due to broker		2,426,000
Market value on credit default swaps (net premiums received $1,683,369)		2,007,917
Unrealized depreciation on variance swaps		1,413,760
Unrealized depreciation on inflation swaps		1,062,251
Payable for variation margin on futures		1,049,636
Payable for shares of beneficial interest redeemed		729,093
Advisory fee payable		297,863
Payable for variation margin on centrally cleared swaps		203,033
Distribution fee payable		155,405
Payable for terminated total return swaps		75,670
Transfer Agent fee payable		74,503
Trustees’ fees payable		6,294
Accrued expenses and other liabilities		233,042
Total liabilities		37,911,656
Net Assets	$	724,245,737
Composition of Net Assets
Shares of beneficial interest, at par	$	492
Additionalpaid-in capital		723,635,266
Distributable earnings		609,979
	$	724,245,737

(a) Includes securities on loan with a value of $18,195,608 (see Note E).

See notes to consolidated financial statements.

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	$	575,636,947		39,119,159	$	14.71	*
B	$	5,341,354		363,683	$	14.69
C	$	48,505,902		3,340,333	$	14.52
Advisor	$	80,568,616		5,427,611	$	14.84
R	$	4,091,124		280,387	$	14.59
K	$	9,868,205		673,278	$	14.66
I	$	233,589		15,575	$	15.00

* The maximum offering price per share for Class A shares was $15.36 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 28, 2019(unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $73,040)	$	4,691,682
Affiliated issuers		551,897
Interest		3,310,775
Securities lending income		75,506
Other income		3,893		$	8,633,753
Expenses
Advisory fee (see Note B)		1,992,174
Distribution fee—Class A		716,585
Distribution fee—Class B		27,108
Distribution fee—Class C		261,337
Distribution fee—Class R		10,369
Distribution fee—Class K		13,210
Transfer agency—Class A		300,382
Transfer agency—Class B		3,435
Transfer agency—Class C		28,562
Transfer agency—Advisor Class		41,161
Transfer agency—Class R		5,407
Transfer agency—Class K		10,607
Transfer agency—Class I		134
Custodian		191,021
Printing		74,418
Audit and tax		62,212
Registration fees		44,609
Legal		17,793
Trustees’ fees		12,439
Miscellaneous		49,774
Total expenses		3,862,737
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(458,921	)
Net expenses					3,403,816
Net investment income					5,229,937

See notes to consolidated financial statements.

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:
Affiliated Underlying Portfolios	$	(16,941,928	)
Investment transactions(a)		7,383,868
Forward currency exchange contracts		266,203
Futures		(4,829,094	)
Options written		(1,963,044	)
Swaps		(2,012,232	)
Swaptions written		97,434
Foreign currency transactions		235,404
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios		12,603,393
Investments		(14,748,215	)
Forward currency exchange contracts		81,969
Futures		6,070,372
Options written		101,490
Swaps		2,664,546
Swaptions written		(12,204	)
Foreign currency denominated assets and liabilities		151,860
Net loss on investment and foreign currency transactions		(10,850,178	)
Net Decrease in Net Assets from Operations	$	(5,620,241	)

(a) Net of foreign capital gains taxes of $3,790.

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 28, 2019 (unaudited)			Year Ended August 31, 2018
Increase (Decrease) in Net Assets from Operations
Net investment income	$	5,229,937		$	11,390,029
Net realized loss on investment transactions		(17,763,389	)		(2,002,267	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		6,913,211			5,876,324
Contributions from Affiliates (see Note B)		– 0	–		5,436
Net increase (decrease) in net assets from operations		(5,620,241	)		15,269,522
Distributions to Shareholders
Class A		– 0	–		(8,377,199	)
Class B		– 0	–		(37,962	)
Class C		– 0	–		(218,557	)
Advisor Class		– 0	–		(1,244,557	)
Class R		– 0	–		(55,740	)
Class K		– 0	–		(289,893	)
Transactions in Shares of Beneficial Interest
Net decrease		(60,164,201	)		(136,659,908	)
Total decrease		(65,784,442	)		(131,614,294	)
Net Assets
Beginning of period		790,030,179			921,644,473
End of period	$	724,245,737		$	790,030,179

See notes to consolidated financial statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2019(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 (formerly AB Balanced Wealth Strategy) (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 Subsidiary commenced operations on April 26, 2017. 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 awinding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of February 28, 2019, net assets of the Fund were $724,245,737, of which $14,324,550, or approximately 2%, 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 B, Class C, Advisor Class, Class R, Class K and Class I shares. Class T shares have been authorized but currently are not offered. Class A shares are sold with afront-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, 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 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.

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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 for securities primarily traded innon-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

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

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

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classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

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

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

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 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, includingnon-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

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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 28, 2019:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	76,143,017		$	10,113,377		$	0	(a)	$	86,256,394
Financials		41,487,812			25,631,063			– 0	–		67,118,875
Health Care		49,459,785			8,379,687			– 0	–		57,839,472
Consumer Discretionary		43,041,347			6,189,519			46,962			49,277,828
Industrials		27,120,796			14,549,951			259			41,671,006
Communication Services		27,517,605			13,129,652			– 0	–		40,647,257
Consumer Staples		10,568,411			9,851,307			71,461			20,491,179
Energy		7,808,271			6,262,959			86,549	(a)		14,157,779
Materials		6,687,165			4,680,225			33,564			11,400,954
Utilities		3,777,736			5,217,817			– 0	–		8,995,553
Real Estate		4,162,533			4,535,970			– 0	–		8,698,503
Investment Companies		51,004,889			– 0	–		– 0	–		51,004,889
Corporates –Non-Investment Grade		– 0	–		43,442,552			315,517	(a)		43,758,069
Inflation-Linked Securities		– 0	–		12,821,387			– 0	–		12,821,387
Governments – Treasuries		– 0	–		12,730,313			– 0	–		12,730,313
Emerging Markets – Sovereigns		– 0	–		11,182,813			– 0	–		11,182,813
Corporates – Investment Grade		– 0	–		10,163,681			– 0	–		10,163,681
Collateralized Mortgage Obligations		– 0	–		7,335,071			89,263			7,424,334
Emerging Markets – Corporate Bonds		– 0	–		6,424,986			43,502			6,468,488
Emerging Markets – Treasuries		– 0	–		5,838,598			– 0	–		5,838,598
Bank Loans		– 0	–		2,471,475			916,036			3,387,511
Asset-Backed Securities		– 0	–		121,254			836,644			957,898
Commercial Mortgage-Backed Securities		– 0	–		– 0	–		753,977			753,977
Collateralized Loan Obligations		– 0	–		– 0	–		548,972			548,972
Local Governments – Regional Bonds		– 0	–		270,398			– 0	–		270,398
Local Governments – US Municipal Bonds		– 0	–		226,256			– 0	–		226,256
Options Purchased – Puts		– 0	–		97,212			– 0	–		97,212
Preferred Stocks		50,595			444			0	(a)		51,039
Quasi-Sovereigns		– 0	–		38,993			– 0	–		38,993
Warrants		7,411			– 0	–		2,984			10,395
Options Purchased – Calls		– 0	–		7,818			– 0	–		7,818
Mortgage Pass-Throughs		– 0	–		174			– 0	–		174

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

Investments in Securities:

Level 1

Level 2

Level 3

Total

Short-Term Investments:

Governments – Treasuries

$

– 0

–

$

72,067,926

$

– 0

–

$

72,067,926

Investment Companies

62,495,707

– 0

–

– 0

–

62,495,707

U.S. Treasury Bills

– 0

–

1,990,819

– 0

–

1,990,819

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

18,793,508

– 0

–

– 0

–

18,793,508

Total Investments in Securities

430,126,588

295,773,697

3,745,690

729,645,975

Other Financial Instruments(b):

Assets:

Futures

6,672,518

685,165

– 0

–

7,357,683

(c)

Forward Currency Exchange Contracts

– 0

–

3,791,029

– 0

–

3,791,029

Centrally Cleared Credit Default Swaps

– 0

–

3,543,431

– 0

–

3,543,431

(c)

Centrally Cleared Interest Rate Swaps

– 0

–

337,779

– 0

–

337,779

(c)

Credit Default Swaps

– 0

–

31,838

– 0

–

31,838

Total Return Swaps

– 0

–

2,054,147

– 0

–

2,054,147

Variance Swaps

– 0

–

879,180

– 0

–

879,180

Liabilities:

Futures

(1,683,021

)

(1,311,525

)

– 0

–

(2,994,546

)(c)

Forward Currency Exchange Contracts

– 0

–

(2,524,175

)

– 0

–

(2,524,175

)

Currency Options Written

– 0

–

(38,621

)

– 0

–

(38,621

)

Centrally Cleared Credit Default Swaps

– 0

–

(854,960

)

– 0

–

(854,960

)(c)

Centrally Cleared Interest Rate Swaps

– 0

–

(9,453

)

– 0

–

(9,453

)(c)

Credit Default Swaps

– 0

–

(2,007,917

)

– 0

–

(2,007,917

)

Inflation (CPI) Swaps

– 0

–

(1,062,251

)

– 0

–

(1,062,251

)

Total Return Swaps

– 0

–

(4,151,519

)

– 0

–

(4,151,519

)

Variance Swaps

– 0

–

(1,413,760

)

– 0

–

(1,413,760

)

Total(d)

$

435,116,085

$

293,722,085

$

3,745,690

$

732,583,860

(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 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.

(d) There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

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

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

	Common Stocks(a)			Corporates - Non-Investment Grade(a)			Collateralized Mortgage Obligations
Balance as of 8/31/18	$	115,925		$	398,204		$	89,411
Accrued discounts/(premiums)		– 0	–		557			161
Realized gain (loss)		– 0	–		890			– 0	–
Change in unrealized appreciation/depreciation		28,821			(78,562	)		(309	)
Purchases/Payups		43,049			11,278			– 0	–
Sales/Paydowns		– 0	–		(16,850	)		– 0	–
Transfers in to Level 3		51,000			– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 2/28/19	$	238,795		$	315,517		$	89,263
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(b)	$	28,821		$	(78,087	)	$	(309	)
	Emerging Markets - Corporate Bonds			Bank Loans			Asset-Backed Securities
Balance as of 8/31/18	$	53,398		$	378,526		$	917,472
Accrued discounts/(premiums)		1,920			1,276			910
Realized gain (loss)		780			(9,629	)		1,854
Change in unrealized appreciation/depreciation		(13,410	)		(13,730	)		1,273
Purchases/Payups		1,914			655,612			– 0	–
Sales/Paydowns		(1,100	)		(63,704	)		(84,865	)
Transfers in to Level 3		– 0	–		198,445			– 0	–
Transfers out of Level 3		– 0	–		(230,760	)		– 0	–
Balance as of 2/28/19	$	43,502		$	916,036		$	836,644
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(b)	$	(13,410	)	$	(13,730	)	$	333
	Commercial Mortgage-Backed Securities			Collateralized Loan Obligations			Preferred Stocks(a)
Balance as of 8/31/18	$	779,178		$	736,867		$	– 0	–
Accrued discounts/(premiums)		198			11			– 0	–
Realized gain (loss)		196			4,912			– 0	–
Change in unrealized appreciation/depreciation		8,236			(15,224	)		– 0	–
Purchases/Payups		99,500			– 0	–		– 0	–
Sales/Paydowns		(133,331	)		(177,594	)		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 2/28/19	$	753,977		$	548,972		$	– 0	–
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(b)	$	9,917		$	(10,206	)	$	– 0	–

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	Warrants			Total
Balance as of 8/31/18	$	8,723		$	3,477,704
Accrued discounts/(premiums)		– 0	–		5,033
Realized gain (loss)		– 0	–		(997	)
Change in unrealized appreciation/depreciation		(5,739	)		(88,644	)
Purchases/Payups		– 0	–		811,353
Sales/Paydowns		– 0	–		(477,444	)
Transfers in to Level 3		– 0	–		249,445
Transfers out of Level 3		– 0	–		(230,760	)
Balance as of 2/28/19	$	2,984		$	3,745,690	(c)
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(b)	$	(5,739	)	$	(82,410	)

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

(b) The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying consolidated statement of operations.

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

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

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, 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.

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.

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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 theex-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 apro-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 theex-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.

During 2017, 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, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc.

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(“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO, and, in the fourth quarter of 2018, and in the first quarter of 2019, AXA completed public offerings of additional shares of AXA Equitable’s common stock and simultaneously sold shares to AXA Equitable pursuant to a separate agreement with it. AXA also granted the underwriters of the offering an option to purchase additional shares of AXA Equitable, which was exercised. As a result of the foregoing sales of AXA Equitable shares, as of March 25, 2019, AXA owns approximately 48.3% of the shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021, and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

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At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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

During the year ended August 31, 2018, the Adviser reimbursed the Fund $5,436 for trading losses incurred due to a trade entry error.

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 $120,701 for the six months ended February 28, 2019.

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 retainedfront-end sales charges of $2,913 from the sale of Class A shares and received $2,969, $1,291 and $788 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended February 28, 2019.

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. Effective August 1, 2018, 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, 2019. 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 28, 2019, such waiver amounted to $22,330.

In connection with the Fund’s investments in AB All Market Alternative Return Portfolio, the Adviser has contractually agreed to waive and reimburse expenses payable by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees and other expenses of the portfolio, as borne indirectly by the Fund as an acquired fund fee and

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expense. This fee waiver and/or expense reimbursement will remain in effect until December 31, 2019. For the six months ended February 28, 2019, such waivers amounted to $435,612.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2019 is as follows:

																	Distributions
Fund	Market Value 8/31/18 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/19 (000)			Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	56,111	$	228,446		$	222,062	$	– 0	–	$	– 0	–	$	62,495		$	489		$	– 0	–
AB Cap Fund, Inc. – AB All Market Alternative Return Portfolio		125,226		– 0	–		120,887		(16,942	)		12,603			– 0	–		– 0	–		– 0	–
Government Money Market Portfolio*		8,545		43,003			32,754		– 0	–		– 0	–		18,794			63			– 0	–
Total								$	(16,942	)	$	12,603		$	81,289		$	552		$	– 0	–

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

Brokerage commissions paid on investment transactions for the six months ended February 28, 2019 amounted to $206,368, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, 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. Effective August 1, 2014, payments under the Plan in respect of

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Class A shares are limited to an annual rate of .25% of the Fund’s Class A share’s average daily net assets. The Plans provide 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 a 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 Plans also provide 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 28, 2019 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	234,554,389	$	364,533,674
U.S. government securities		50,862		– 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	$	69,630,053
Gross unrealized depreciation		(29,991,698	)
Net unrealized appreciation	$	39,638,355

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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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 fornon-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.

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 28, 2019, the Fund held futures for hedging andnon-hedging purposes.

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• 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 fornon-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 28, 2019, the Fund held forward currency exchange contracts for hedging andnon-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 andover-the-counter markets. Among other things, the Fund may use options transactions fornon-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.

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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, as included on the Portfolio of Investments. 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. 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 28, 2019, the Fund held purchased options for hedging andnon-hedging purposes. During the six months ended February 28, 2019, the Fund held written options for hedging andnon-hedging purposes.

During the six months ended February 28, 2019, the Fund held purchased swaptions for hedging andnon-hedging purposes. During the six months ended February 28, 2019, the Fund held written swaptions for hedging andnon-hedging purposes.

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• 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 fornon-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 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.

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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 aphased-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 thannon-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 rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange

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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 28, 2019, the Fund held interest rate swaps for hedging andnon-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 28, 2019, the Fund held inflation (CPI) swaps for hedging andnon-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 entered into by the Fund for the same referenced obligations

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with the same counterparty. As of February 28, 2019, the Fund had Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts which may partially offset the Maximum Payout Amount in the amount of $5,000.

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 28, 2019, the Fund held credit default swaps for hedging andnon-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 28, 2019, the Fund held total return swaps for hedging andnon-hedging purposes.

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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 28, 2019, the Fund held variance swaps for hedging andnon-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 tables below for additional details.

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During the six months ended February 28, 2019, 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	$	2,253,675	*	Receivable/Payable for variation margin on futures	$	1,357,656	*
Equity contracts	Receivable/Payable for variation margin on futures		5,104,008	*	Receivable/Payable for variation margin on futures		1,636,890	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		749,337	*	Receivable/Payable for variation margin on centrally cleared swaps		109,914	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		337,779	*	Receivable/Payable for variation margin on centrally cleared swaps		9,453	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		3,791,029		Unrealized depreciation on forward currency exchange contracts		2,524,175
Foreign exchange contracts	Investments in securities, at value		105,030
Foreign exchange contracts					Options written, at value		38,621
Interest rate contracts					Unrealized depreciation on inflation swaps		1,062,251
Credit contracts	Market value on credit default swaps		31,838		Market value on credit default swaps		2,007,917
Credit contracts	Unrealized appreciation on total return swaps		152,181
Interest rate contracts					Unrealized depreciation on total return swaps		64,866

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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
Equity contracts	Unrealized appreciation on total return swaps	$	254,386	Unrealized depreciation on total return swaps	$	4,075,711
Commodity contracts	Unrealized appreciation on total return swaps		1,647,580	Unrealized depreciation on total return swaps		10,942
Foreign currency contracts				Unrealized appreciation on variance swaps		11,512
Equity contracts	Unrealized appreciation on variance swaps		879,180	Unrealized appreciation on variance swaps		1,402,248
Total		$	15,306,023		$	14,312,156

* 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	$	3,890,363		$	605,761
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(8,475,512	)		4,353,076
Commodity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(243,945	)		1,111,535

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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)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	266,203		$	81,969
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		451			8,428
Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(761,277	)		(119,247	)
Credit contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		1,821			– 0	–
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(204,403	)		10,766
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		700,069			284,887

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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)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$	(2,663,113	)	$	(183,397	)
Interest rate contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		75,174			(12,204	)
Credit contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		22,260			– 0	–
Foreign currency contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		7,731			(12,299	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		463,132			(1,625,642	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(30,499	)		889,083
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,695,071			(405,705	)
Commodity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(4,147,667	)		3,819,109
Total		$	(9,404,141)		$	8,806,120

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The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 28, 2019:

Futures:
Average original value of buy contracts	$	537,961,551
Average original value of sale contracts	$	75,496,488
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	195,890,151
Average principal amount of sale contracts	$	279,199,237
Purchased Options:
Average notional amount	$	42,281,014
Purchased Swaptions:
Average notional amount	$	3,172,400	(a)
Options Written:
Average notional amount	$	32,309,641
Swaptions Written:
Average notional amount	$	9,734,012	(b)
Inflation Swaps:
Average notional amount	$	75,870,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	47,191,141	(b)
Credit Default Swaps:
Average notional amount of buy contracts	$	262,000	(c)
Average notional amount of sale contracts	$	12,550,857
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	40,352,947
Average notional amount of sale contracts	$	143,808,762
Total Return Swaps:
Average notional amount	$	426,809,945
Variance Swaps:
Average notional amount	$	2,216,834

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

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

(c) 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 28, 2019. 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	Derivatives Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivatives Assets
Bank of America, NA	$	10,894	$	(10,894	)	$	– 0	–	$	– 0	–	$	– 0	–
Barclays Bank PLC		525,342		(525,342	)		– 0	–		– 0	–		– 0	–
BNP Paribas SA		142,107		(51,752	)		– 0	–		– 0	–		90,355
Citibank, NA		951,306		(646,638	)		– 0	–		– 0	–		304,668
Credit Suisse International		396,355		(396,355	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		11,243		(11,243	)		– 0	–		– 0	–		– 0	–
Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International		1,291,789		(718,538	)		– 0	–		– 0	–		573,251
HSBC Bank USA		703,996		(250,837	)		– 0	–		– 0	–		453,159
JPMorgan Chase Bank, NA		411,971		(411,971	)		– 0	–		– 0	–		– 0	–
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		328,195		(328,195	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		119,746		(67,999	)		– 0	–		– 0	–		51,747
Standard Chartered Bank		119,692		(31,264	)		– 0	–		– 0	–		88,428
State Street Bank & Trust Co.		70,900		(44,011	)		– 0	–		– 0	–		26,889
UBS AG		130,108		(130,108	)		– 0	–		– 0	–		– 0	–
Total	$	5,213,644	$	(3,625,147	)	$	– 0	–	$	– 0	–	$	1,588,497	^
Counterparty	Derivatives Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Bank of America, NA	$	1,989,198	$	(10,894	)	$	– 0	–	$	(1,978,304	)	$	– 0	–
Barclays Bank PLC		677,018		(525,342	)		– 0	–		(151,676	)		– 0	–
BNP Paribas SA		51,752		(51,752	)		– 0	–		– 0	–		– 0	–
Citibank, NA		646,638		(646,638	)		– 0	–		– 0	–		– 0	–
Citigroup Global Markets, Inc.		580,611		– 0	–		– 0	–		(493,526	)		87,085
Credit Suisse International		926,673		(396,355	)		– 0	–		(530,318	)		– 0	–
Deutsche Bank AG		633,008		(11,243	)		– 0	–		(508,688	)		113,077
Goldman Sachs & Co./Goldman Sachs Bank USA/Goldman Sachs International		718,538		(718,538	)		– 0	–		– 0	–		– 0	–
HSBC Bank USA		250,837		(250,837	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank, NA		2,502,442		(411,971	)		– 0	–		(2,090,471	)		– 0	–

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Counterparty	Derivatives Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.	$	1,286,474	$	(328,195	)	$	– 0	–	$	(841,178	)	$	117,101
Natwest Markets PLC		67,999		(67,999	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		31,264		(31,264	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		44,011		(44,011	)		– 0	–		– 0	–		– 0	–
UBS AG		780,838		(130,108	)		– 0	–		(613,012	)		37,718
Total	$	11,187,301	$	(3,625,147	)	$	– 0	–	$	(7,207,173	)	$	354,981	^

* 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	Derivatives Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivatives Assets
Morgan Stanley Capital Services LLC	$	1,647,580	$	(10,942	)	$	(1,636,638	)	$	– 0	–	$	– 0	–
Total	$	1,647,580	$	(10,942	)	$	(1,636,638	)	$	– 0	–	$	0	^
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	$	10,942	$	(10,942	)	$	– 0	–	$	– 0	–	$	– 0	–
Total	$	10,942	$	(10,942	)	$	– 0	–	$	– 0	–	$	0	^

* 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 innon-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

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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/ornon-cash collateral.Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. 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 receivesnon-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. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. 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 received on securities loaned is recorded as an asset as well as a corresponding liability in the consolidated statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At February 28, 2019, the Fund had

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securities on loan with a value of $18,195,608 and had received cash collateral which has been invested into Government Money Market Portfolio of $18,793,508. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $75,506 and $63,055 from the borrowers and Government Money Market Portfolio, respectively, for the six months ended February 28, 2019; these amounts are reflected in the consolidated statement of operations. In connection with the cash collateral investment by the Fund in the 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. For the six months ended February 28, 2019, such waiver amounted to $979. 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.

NOTE F

Shares of Beneficial Interest

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

	Shares						Amount
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class A
Shares sold		478,611			1,079,900		$	6,780,641		$	15,939,312
Shares issued in reinvestment of dividends		– 0	–		519,128			– 0	–		7,703,868
Shares converted from Class B		31,575			146,595			452,784			2,155,088
Shares converted from Class C		401,972			1,410,748			5,777,284			20,687,511
Shares redeemed		(3,772,843	)		(7,991,450	)		(53,770,934	)		(118,060,979	)
Net decrease		(2,860,685	)		(4,835,079	)	$	(40,760,225	)	$	(71,575,200	)
Class B
Shares sold		7,122			20,523		$	101,700		$	303,624
Shares issued in reinvestment of dividends		– 0	–		2,444			– 0	–		36,537
Shares converted to Class A		(31,578	)		(146,064	)		(452,784	)		(2,155,088	)
Shares redeemed		(16,730	)		(69,200	)		(238,328	)		(1,026,106	)
Net decrease		(41,186	)		(192,297	)	$	(589,412	)	$	(2,841,033	)

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	Shares						Amount
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class C
Shares sold		35,957			141,598		$	503,339		$	2,072,554
Shares issued in reinvestment of dividends		– 0	–		12,596			– 0	–		186,164
Shares converted to Class A		(406,477	)		(1,422,213	)		(5,777,284	)		(20,687,511	)
Shares redeemed		(486,342	)		(1,600,537	)		(6,870,727	)		(23,385,272	)
Net decrease		(856,862	)		(2,868,556	)	$	(12,144,672	)	$	(41,814,065	)
Advisor Class
Shares sold		500,630			1,116,494		$	7,206,752		$	16,595,977
Shares issued in reinvestment of dividends		– 0	–		69,270			– 0	–		1,034,204
Shares redeemed		(595,385	)		(1,804,611	)		(8,568,332	)		(26,809,697	)
Net decrease		(94,755	)		(618,847	)	$	(1,361,580	)	$	(9,179,516	)
Class R
Shares sold		104,216			39,661		$	1,467,379		$	580,933
Shares issued in reinvestment of dividends		– 0	–		3,769			– 0	–		55,741
Shares redeemed		(124,303	)		(166,537	)		(1,753,524	)		(2,446,974	)
Net decrease		(20,087	)		(123,107	)	$	(286,145	)	$	(1,810,300	)
Class K
Shares sold		68,242			273,709		$	958,502		$	3,984,014
Shares issued in reinvestment of dividends		– 0	–		19,587			– 0	–		289,892
Shares redeemed		(415,331	)		(933,374	)		(5,984,935	)		(13,725,366	)
Net decrease		(347,089	)		(640,078	)	$	(5,026,433	)	$	(9,451,460	)
Class I
Shares sold		330			838		$	4,718		$	12,538
Shares redeemed		(31	)		(59	)		(452	)		(872	)
Net increase		299			779		$	4,266		$	11,666

NOTE G

Risks Involved in Investing in the Fund

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

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.

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

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

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.

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Capitalization Risk—Investments in small- andmid-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 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

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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 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.

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.

NOTE H

Joint Credit Facility

A number ofopen-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 28, 2019.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2018 and August 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	10,223,908	$	29,567,238
Total taxable distributions paid	$	10,223,908	$	29,567,238

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As of August 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(10,549,065	)(a)
Other losses		(16,163,352	)(b)
Unrealized appreciation/(depreciation)		33,135,192	(c)
Total accumulated earnings/(deficit)	$	6,422,775	(d)

(a) As of August 31, 2018, the Fund had a net capital loss carryforward of $10,545,484. During the fiscal year, the Fund utilized $20,734,110 of capital loss carryforwards to offset current year net realized gains. As of August 31, 2018, the cumulative deferred loss on straddles was $3,581.

(b) As of August 31, 2018, the fund had a qualified late-year ordinary loss deferral of $16,163,352.

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

(d) The difference between book-basis andtax-basis components of accumulated earnings/(deficit) is attributable primarily to the tax treatment of defaulted securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of August 31, 2018, the Fund had a net capital loss carryforward of $10,545,484 which will expire as follows:

Short-Term Amount	Long-Term Amount	Expiration
$10,545,484	n/a	8/31/2019

NOTE J

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), 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. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the consolidated financial statements.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the consolidated financial statements.

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 28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.78			$  14.71			$  13.85			$  13.49			$  14.31			$  12.74
Income From Investment Operations
Net investment income(a)(b)		.10			.20			.44			.38			.43			.39
Net realized and unrealized gain (loss) on investment transactions		(.17	)		.05			.85			.29			(.93	)		1.56
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.07	)		.25			1.29			.67			(.50	)		1.95
Less: Dividends
Dividends from net investment income		– 0	–		(.18	)		(.43	)		(.31	)		(.32	)		(.38	)
Net asset value, end of period		$  14.71			$  14.78			$  14.71			$  13.85			$  13.49			$  14.31
Total Return
Total investment return based on net asset value(d)*		(.54	)%		1.79	%		9.61	%		5.13	%		(3.46	)%		15.56	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$575,637			$620,635			$688,485			$684,917			$713,524			$782,044
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.90	%^		.84	%		.83	%		.86	%		.85	%		.98	%
Expenses, before waivers/reimbursements(e)‡		1.03	%^		1.03	%		.97	%		.94	%		.93	%		.99	%
Net investment income(b)		1.48	%^		1.38	%		3.14	%		2.89	%		3.07	%		2.87	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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CONSOLIDATED FINANCIAL HIGHLIGHTS(continued)

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

	Class B
	Six Months Ended February  28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.81			$  14.73			$  13.76			$  13.32			$  14.13			$  12.64
Income From Investment Operations
Net investment income(a)(b)		.05			.09			.36			.33			.39			.33
Net realized and unrealized gain (loss) on investment transactions		(.17	)		.06			.83			.24			(.98	)		1.50
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.12	)		.15			1.19			.57			(.59	)		1.83
Less: Dividends
Dividends from net investment income		– 0	–		(.07	)		(.22	)		(.13	)		(.22	)		(.34	)
Net asset value, end of period		$  14.69			$  14.81			$  14.73			$  13.76			$  13.32			$  14.13
Total Return
Total investment return based on net asset value(d)*		(.81	)%		.96	%		8.82	%		4.33	%		(4.19	)%		14.75	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,341			$5,995			$8,798			$19,162			$52,097			$118,556
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.67	%^		1.60	%		1.60	%		1.62	%		1.61	%		1.69	%
Expenses, before waivers/reimbursements(e)‡		1.80	%^		1.80	%		1.73	%		1.70	%		1.69	%		1.70	%
Net investment income(b)		.71	%^		.61	%		2.57	%		2.50	%		2.79	%		2.41	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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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  28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.64			$  14.53			$  13.68			$  13.32			$  14.15			$  12.66
Income From Investment Operations
Net investment income(a)(b)		.05			.09			.38			.29			.33			.30
Net realized and unrealized gain (loss) on investment transactions		(.17	)		.06			.79			.27			(.92	)		1.54
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.12	)		.15			1.17			.56			(.59	)		1.84
Less: Dividends
Dividends from net investment income		– 0	–		(.04	)		(.32	)		(.20	)		(.24	)		(.35	)
Net asset value, end of period		$  14.52			$  14.64			$  14.53			$  13.68			$  13.32			$  14.15
Total Return
Total investment return based on net asset value(d)*		(.89	)%		1.01	%		8.84	%		4.31	%		(4.19	)%		14.74	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$48,506			$61,466			$102,696			$198,792			$220,663			$266,720
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.65	%^		1.58	%		1.59	%		1.61	%		1.60	%		1.69	%
Expenses, before waivers/reimbursements(e)‡		1.78	%^		1.78	%		1.71	%		1.69	%		1.68	%		1.69	%
Net investment income(b)		.73	%^		.63	%		2.73	%		2.17	%		2.40	%		2.20	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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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  28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.90			$  14.80			$  13.93			$  13.58			$  14.40			$  12.79
Income From Investment Operations
Net investment income(a)(b)		.12			.24			.48			.42			.48			.43
Net realized and unrealized gain (loss) on investment transactions		(.18	)		.07			.86			.28			(.94	)		1.57
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.06	)		.31			1.34			.70			(.46	)		2.00
Less: Dividends
Dividends from net investment income		– 0	–		(.21	)		(.47	)		(.35	)		(.36	)		(.39	)
Net asset value, end of period		$  14.84			$  14.90			$  14.80			$  13.93			$  13.58			$  14.40
Total Return
Total investment return based on net asset value(d)*		(.40	)%		2.02	%		9.99	%		5.30	%		(3.21	)%		15.94	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$80,569			$82,258			$90,911			$88,863			$94,932			$109,579
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.65	%^		.59	%		.59	%		.61	%		.60	%		.68	%
Expenses, before waivers/reimbursements(e)‡		.78	%^		.78	%		.72	%		.69	%		.68	%		.69	%
Net investment income(b)		1.73	%^		1.63	%		3.40	%		3.16	%		3.42	%		3.17	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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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 28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.69			$  14.63			$  13.77			$  13.39			$  14.21			$  12.69
Income From Investment Operations
Net investment income(a)(b)		.08			.14			.38			.36			.38			.41
Net realized and unrealized gain (loss) on investment transactions		(.18	)		.06			.85			.25			(.92	)		1.47
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.10	)		.20			1.23			.61			(.54	)		1.88
Less: Dividends
Dividends from net investment income		– 0	–		(.14	)		(.37	)		(.23	)		(.28	)		(.36	)
Net asset value, end of period		$  14.59			$  14.69			$  14.63			$  13.77			$  13.39			$  14.21
Total Return
Total investment return based on net asset value(d)*		(.68	)%		1.34	%		9.17	%		4.69	%		(3.82	)%		15.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,091			$4,414			$6,196			$6,381			$10,762			$11,761
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.31	%^		1.25	%		1.25	%		1.27	%		1.26	%		1.34	%
Expenses, before waivers/reimbursements(e)‡		1.44	%^		1.44	%		1.38	%		1.35	%		1.34	%		1.35	%
Net investment income(b)		1.07	%^		.97	%		2.69	%		2.70	%		2.71	%		3.05	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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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 28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  14.73			$  14.66			$  13.80			$  13.44			$  14.26			$  12.71
Income From Investment Operations
Net investment income(a)(b)		.10			.19			.41			.38			.38			.35
Net realized and unrealized gain (loss) on investment transactions		(.17	)		.06			.86			.28			(.89	)		1.58
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.07	)		.25			1.27			.66			(.51	)		1.93
Less: Dividends
Dividends from net investment income		– 0	–		(.18	)		(.41	)		(.30	)		(.31	)		(.38	)
Net asset value, end of period		$  14.66			$  14.73			$  14.66			$  13.80			$  13.44			$  14.26
Total Return
Total investment return based on net asset value(d)*		(.47	)%		1.60	%		9.56	%		5.04	%		(3.55	)%		15.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,868			$15,032			$23,344			$27,129			$30,439			$29,819
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.99	%^		.94	%		.94	%		.95	%		.95	%		1.03	%
Expenses, before waivers/reimbursements(e)‡		1.12	%^		1.13	%		1.07	%		1.03	%		1.03	%		1.04	%
Net investment income(b)		1.41	%^		1.28	%		2.95	%		2.85	%		2.74	%		2.59	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    137

CONSOLIDATED FINANCIAL HIGHLIGHTS(continued)

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

	Class I
	Six Months Ended February  28, 2019† (unaudited)			Year Ended August 31,
				2018†			2017†			2016			2015			2014
Net asset value, beginning of period		$  15.05			$  14.76			$  13.89			$  13.54			$  14.35			$  12.76
Income From Investment Operations
Net investment income(a)(b)		.12			.24			.47			.42			.49			.43
Net realized and unrealized gain (loss) on investment transactions		(.17	)		.05			.87			.27			(.95	)		1.55
Contributions from Affiliates		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.05	)		.29			1.34			.69			(.46	)		1.98
Less: Dividends
Dividends from net investment income		– 0	–		– 0	–		(.47	)		(.34	)		(.35	)		(.39	)
Net asset value, end of period		$  15.00			$  15.05			$  14.76			$  13.89			$  13.54			$  14.35
Total Return
Total investment return based on net asset value(d)*		(.33	)%		1.97	%		9.92	%		5.28	%		(3.18	)%		15.82	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$234			$230			$214			$11,299			$11,912			$14,204
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.67	%^		.62	%		.61	%		.63	%		.62	%		.70	%
Expenses, before waivers/reimbursements(e)‡		.80	%^		.81	%		.74	%		.71	%		.70	%		.71	%
Net investment income(b)		1.71	%^		1.60	%		3.33	%		3.14	%		3.45	%		3.14	%
Portfolio turnover rate		37	%		38	%		108	%		14	%		9	%		15	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.13	%^		.20	%		.31	%		.31	%		.27	%		.05	%

See footnote summary on page 139.

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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 fees and 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 28, 2019 and the years ended August 31, 2018 and August 31, 2017, such waivers amounted to .13% (annualized), .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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RESULTS OF SHAREHOLDERS MEETING

(unaudited)

A Special Meeting of Shareholders of The AB Portfolios (the “Company”)—AB All Market Total Return Portfolio (the “Fund”) was held on October 11, 2018, and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

1. To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

Trustee:	Voted For:		Authority Withheld:
Michael J. Downey		112,255,334		2,874,198
William H. Foulk, Jr.*		112,062,437		3,067,095
Nancy P. Jacklin		112,466,540		2,662,992
Robert M. Keith		112,388,936		2,740,596
Carol C. McMullen		112,486,090		2,643,442
Gary L. Moody		112,308,212		2,821,321
Marshall C. Turner, Jr.		112,101,288		3,028,244
Earl D. Weiner		112,176,204		2,953,328

2. To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

Voted For		Voted Against		Abstained		Broker-Non Votes
	19,332,149		295,016		1,207,443		7,556,403

* Mr. Foulk retired on December 31, 2018.

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.(1),Chairman 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,ChiefCompliance 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 AB All Market Total Return Portfolio’s portfolio.

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including The AB Portfolios in respect of AB All Market Total Return Portfolio (formerly AB Balanced Wealth Strategy) (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds,

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actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each 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 management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources

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it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements 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

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the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a 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 Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by

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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (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,

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offshore fund andsub-advised fund clients as compared to the Funds, 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 many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. 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 a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board 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

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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 each 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. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current 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 onJuly 31-August 2, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,

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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 materials from an outside consultant, who acted as their independent fee consultant, and 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 wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality

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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 2016 and 2017 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 in 2016 was not unreasonable. The directors noted that the Fund was not profitable to the Adviser in 2017.

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 recent 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.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting at which continuance of the Advisory Agreement was

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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 the1-,3-,5- and10-year periods ended May 31, 2018 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 pursuing a similar investment style. 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 and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also discussed these matters with their independent fee consultant.

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

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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, offshore fund andsub-advised fund clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

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

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL 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

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY(continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

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

Alliance California Municipal Income Fund

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.

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NOTES

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

AB ALL MARKET TOTAL RETURN PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

AMTR-0152-0219                

FEB    ^02.28.19

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 recent12-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 16, 2019

This report provides management’s discussion of fund performance for AB Conservative Wealth Strategy for the semi-annual reporting period ended February 28, 2019.

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 28, 2019 (unaudited)

	6 Months		12 Months
AB CONSERVATIVE WEALTH STRATEGY
Class A Shares		-0.27%		0.98%
Class B Shares1		-0.65%		0.16%
Class C Shares		-0.66%		0.25%
Advisor Class Shares2		-0.16%		1.16%
Class R Shares2		-0.49%		0.59%
Class K Shares2		-0.29%		0.88%
Class I Shares2		-0.19%		1.12%
Primary Benchmark: Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		2.55%		3.94%
MSCI ACWI (net)		-2.92%		-0.84%

1 Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

2 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 28, 2019.

For the six-month period, all share classes of the Fund underperformed the primary benchmark, but outperformed the MSCI ACWI (net), before sales charges. Overall within the Fund, fixed income was the largest contributor to returns, relative to the benchmark. Equities modestly contributed to performance, while diversifiers detracted. Diversifiers include alternative asset classes and alternative investment strategies that are expected to have low correlation with returns on equities and fixed-income securities.

2    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

These investments can include commodities and related derivatives, real-estate related securities and inflation-linked securities. Overall security selection within the Fund was negative, particularly in diversifiers and fixed-income assets. However, equity security selection was positive.

For the 12-month period, all share classes of the Fund underperformed the primary benchmark, but outperformed the MSCI ACWI (net), before sales charges. Overall within the Fund, equities and fixed income were large contributors to performance, while diversifiers detracted. Security selection within the Fund detracted, especially in debt and diversifiers; however, equity security selection contributed.

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

MARKET REVIEW AND INVESTMENT STRATEGY

US stock indices reached record highs in October, however experienced large pull-backs in December amid a more challenging global growth environment and potential US Federal Reserve (the “Fed”) rate hikes continuing in 2019. Fixed-income assets remained flat through the year and provided downside protection for more risk-averse investors. US and China trade tensions existed through 2018 and talks heated up in 2019 between the two countries to reach agreement on a deal. The US dollar rose significantly during the 12-month period and has continued its strength in 2019. During January and February, global stocks and bonds rose sharply. Easing trade tensions between the US and China, more dovish commentary from the Fed and generally strong corporate earnings helped stocks sustain their rally through the end of the period.

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

(continued on next page)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    3

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 will consist primarily 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

4    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

(continued on next page)

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, 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    5

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 value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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 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

6    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

DISCLOSURES AND RISKS(continued)

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 less liquid due to adverse market, economic, political, regulatory or other factors.

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

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.

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    7

DISCLOSURES AND RISKS(continued)

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.

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; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) 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 28, 2019(unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		0.98%		-3.29%
5 Years		2.62%		1.72%
10 Years		6.19%		5.72%
CLASS B SHARES
1 Year		0.16%		-3.84%
5 Years		1.84%		1.84%
10 Years1		5.57%		5.57%
CLASS C SHARES
1 Year		0.25%		-0.75%
5 Years		1.85%		1.85%
10 Years		5.42%		5.42%
ADVISOR CLASS SHARES2
1 Year		1.16%		1.16%
5 Years		2.86%		2.86%
10 Years		6.48%		6.48%
CLASS R SHARES2
1 Year		0.59%		0.59%
5 Years		2.20%		2.20%
10 Years		5.79%		5.79%
CLASS K SHARES2
1 Year		0.88%		0.88%
5 Years		2.52%		2.52%
10 Years		6.12%		6.12%
CLASS I SHARES2
1 Year		1.12%		1.12%
5 Years		2.82%		2.82%
10 Years		6.45%		6.45%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.50%, 2.26%, 2.23%, 1.25%, 1.91%, 1.61% and 1.19% for Class A, Class B, 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 1.29%, 2.05%, 2.02%, 1.04%, 1.70%, 1.40% and 0.98% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2019. 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    9

HISTORICAL PERFORMANCE(continued)

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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, 2019(unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-2.64%
5 Years		1.97%
10 Years		5.43%
CLASS B SHARES
1 Year		-3.10%
5 Years		2.07%
10 Years1		5.28%
CLASS C SHARES
1 Year		-0.08%
5 Years		2.07%
10 Years		5.12%
ADVISOR CLASS SHARES2
1 Year		1.91%
5 Years		3.11%
10 Years		6.19%
CLASS R SHARES2
1 Year		1.25%
5 Years		2.44%
10 Years		5.49%
CLASS K SHARES2
1 Year		1.63%
5 Years		2.76%
10 Years		5.81%
CLASS I SHARES2
1 Year		1.86%
5 Years		3.05%
10 Years		6.15%

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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

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 CONSERVATIVE WEALTH STRATEGY abfunds.com

EXPENSE EXAMPLE(continued)

	Beginning Account Value September 1, 2018		Ending Account Value February 28, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	997.30	$	5.00		1.01	%	$	6.09		1.23	%
Hypothetical**	$	1,000	$	1,019.79	$	5.06		1.01	%	$	6.16		1.23	%
Class B
Actual	$	1,000	$	993.50	$	8.80		1.78	%	$	9.89		2.00	%
Hypothetical**	$	1,000	$	1,015.97	$	8.90		1.78	%	$	9.99		2.00	%
Class C
Actual	$	1,000	$	993.40	$	8.70		1.76	%	$	9.79		1.98	%
Hypothetical**	$	1,000	$	1,016.07	$	8.80		1.76	%	$	9.89		1.98	%
Advisor Class
Actual	$	1,000	$	998.40	$	3.77		0.76	%	$	4.86		0.98	%
Hypothetical**	$	1,000	$	1,021.03	$	3.81		0.76	%	$	4.91		0.98	%
Class R
Actual	$	1,000	$	995.10	$	6.93		1.40	%	$	8.01		1.62	%
Hypothetical**	$	1,000	$	1,017.85	$	7.00		1.40	%	$	8.10		1.62	%
Class K
Actual	$	1,000	$	997.10	$	5.45		1.10	%	$	6.54		1.32	%
Hypothetical**	$	1,000	$	1,019.34	$	5.51		1.10	%	$	6.61		1.32	%
Class I
Actual	$	1,000	$	998.10	$	3.86		0.78	%	$	4.95		1.00	%
Hypothetical**	$	1,000	$	1,020.93	$	3.91		0.78	%	$	5.01		1.00	%

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    13

PORTFOLIO SUMMARY

February 28, 2019(unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $182.2

1 All data are as of February 28, 2019. 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).

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PORTFOLIO OF INVESTMENTS

February 28, 2019(unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 38.6%
Information Technology – 8.2%
Communications Equipment – 0.4%
ARRIS International PLC(a)		8,942	$	283,282
F5 Networks, Inc.(a)		105		17,655
Finisar Corp.(a)		11,609		284,304
Juniper Networks, Inc.		4,277		115,821
Telefonaktiebolaget LM Ericsson – Class B		2,756		25,122
				726,184
Electronic Equipment, Instruments & Components – 0.5%
Amphenol Corp. – Class A		8,337		783,428
Hitachi Ltd.		1,600		48,097
IPG Photonics Corp.(a)		877		135,961
				967,486
IT Services – 2.5%
Accenture PLC – Class A		41		6,617
Akamai Technologies, Inc.(a)		1,825		127,129
Amadeus IT Group SA – Class A		2,230		167,746
Amdocs Ltd.		1,287		71,519
Automatic Data Processing, Inc.		2,895		443,022
Booz Allen Hamilton Holding Corp.		5,136		271,489
Capgemini SE		1,165		139,250
CGI, Inc.(a)		890		59,671
Cognizant Technology Solutions Corp. – Class A		5,902		418,924
Fidelity National Information Services, Inc.		1,140		123,291
First Data Corp. – Class A(a)		10,898		273,976
Luxoft Holding, Inc.(a)		2,392		139,430
Mastercard, Inc. – Class A		5,720		1,285,684
Paychex, Inc.		3,230		248,775
Total System Services, Inc.		1,320		124,608
Visa, Inc. – Class A		4,662		690,535
				4,591,666
Semiconductors & Semiconductor Equipment – 1.1%
ASML Holding NV		1,140		208,548
Integrated Device Technology, Inc.(a)		5,724		276,641
Intel Corp.		7,970		422,091
KLA-Tencor Corp.		1,165		134,488
NXP Semiconductors NV		1,560		142,459
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		4,430		172,992
Texas Instruments, Inc.		1,172		123,974
Versum Materials, Inc.		5,802		284,298

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Xilinx, Inc.		1,153	$	144,471
				1,909,962
Software – 3.0%
Cadence Design Systems, Inc.(a)		2,617		149,823
Check Point Software Technologies Ltd.(a)		2,210		270,283
Citrix Systems, Inc.		1,143		120,587
Constellation Software, Inc./Canada		260		222,022
Fortinet, Inc.(a)		1,693		146,935
Gemalto NV(a)		3,478		201,363
Microsoft Corp.		22,957		2,571,873
Nice Ltd.(a)		3,275		386,283
Oracle Corp.		8,554		445,920
Oracle Corp. Japan		3,100		231,845
Red Hat, Inc.(a)		1,693		309,142
SAP SE		1,206		129,074
ServiceNow, Inc.(a)		181		43,339
Symantec Corp.		5,626		126,529
VMware, Inc. – Class A		830		142,602
				5,497,620
Technology Hardware, Storage & Peripherals – 0.7%
Apple, Inc.		4,769		825,752
Samsung Electronics Co., Ltd.		9,708		388,532
				1,214,284
				14,907,202
Financials – 6.5%
Banks – 2.5%
Banco do Brasil SA		1,900		25,595
Bank LeumiLe-Israel BM		14,010		92,659
Bank of America Corp.		279		8,113
Bank of China Ltd. – Class A		49,796		28,593
Bank of Communications Co., Ltd. – Class A		10,900		10,433
Blue Hills Bancorp, Inc.		7,931		197,323
China CITIC Bank Corp., Ltd.		33,000		32,330
China Everbright Bank Co., Ltd.		46,545		29,440
China Minsheng Banking Corp., Ltd.		20,400		19,922
Chongqing Rural Commercial Bank Co., Ltd. – Class H		49,000		30,656
Citigroup, Inc.		4,445		284,391
DBS Group Holdings Ltd.		28,300		518,845
DNB ASA		4,645		88,970
Fidelity Southern Corp.		769		25,054
Fifth Third Bancorp		4,599		126,840
Hang Seng Bank Ltd.		4,300		106,484
Industrial Bank of Korea		1,923		23,834

16    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
JPMorgan Chase & Co.		1,616	$	168,646
Jyske Bank A/S		11,620		455,007
Mebuki Financial Group, Inc.		15,900		43,165
Mitsubishi UFJ Financial Group, Inc.		20,300		105,345
Oversea-Chinese Banking Corp., Ltd.		3,900		31,818
PNC Financial Services Group, Inc. (The)		680		85,694
Royal Bank of Canada		4,434		346,546
SunTrust Banks, Inc.		4,341		281,601
TCF Financial Corp.		11,840		271,136
Toronto-Dominion Bank (The)		5,178		296,920
Wells Fargo & Co.		13,521		674,563
Westpac Banking Corp.		6,920		132,457
				4,542,380
Capital Markets – 2.2%
BinckBank NV		19,556		139,227
BlackRock, Inc. – Class A		350		155,127
Cboe Global Markets, Inc.		1,089		104,446
Charles Schwab Corp. (The)		22,090		1,016,361
China Cinda Asset Management Co., Ltd. – Class H		105,000		30,486
China Huarong Asset Management Co., Ltd.(b)		134,000		30,724
CME Group, Inc. – Class A		1,100		200,101
Daiwa Securities Group, Inc.		8,800		44,682
Intercontinental Exchange, Inc.		2,400		185,160
Investment Technology Group, Inc.		6,224		188,152
Julius Baer Group Ltd.(a)		12,915		562,732
Korea Investment Holdings Co., Ltd.(a)		451		25,806
Macquarie Group Ltd.		681		62,178
Moody’s Corp.		1,460		252,755
NH Investment & Securities Co., Ltd.(a)		2,150		24,902
Partners Group Holding AG		195		140,891
S&P Global, Inc.		1,775		355,657
Singapore Exchange Ltd.		75,400		436,639
				3,956,026
Consumer Finance – 0.1%
Ally Financial, Inc.		1,291		34,973
Synchrony Financial		1,702		55,502
				90,475
Diversified Financial Services – 0.1%
Berkshire Hathaway, Inc. – Class B(a)		146		29,390
Far East Horizon Ltd.		18,000		20,087
Pargesa Holding SA		1,630		133,732
				183,209
Insurance – 1.6%
Admiral Group PLC		3,600		104,243

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Aegon NV		13,068	$	70,118
Arthur J Gallagher & Co.		3,140		252,079
Athene Holding Ltd. – Class A(a)		2,814		125,364
Direct Line Insurance Group PLC		16,230		76,727
Everest Re Group Ltd.		1,158		261,835
Fidelity National Financial, Inc.		9,430		330,899
Japan Post Holdings Co., Ltd.		4,200		51,055
Jardine Lloyd Thompson Group PLC		11,042		279,437
Legal & General Group PLC		26,499		98,606
Lincoln National Corp.		1,944		121,539
Marsh & McLennan Cos., Inc.		1,040		96,741
MetLife, Inc.		1,263		57,075
NN Group NV		7,824		340,544
PICC Property & Casualty Co., Ltd. – Class H		26,000		31,119
Poste Italiane SpA(b)		7,631		68,797
Prudential Financial, Inc.		1,464		140,324
Sampo Oyj – Class A		1,930		92,852
Stewart Information Services Corp.		5,513		236,673
Swiss Re AG		1,460		144,321
				2,980,348
				11,752,438
Health Care – 5.5%
Biotechnology – 1.0%
Amgen, Inc.		666		126,593
Celgene Corp.(a)		10,030		833,694
Gilead Sciences, Inc.		10,150		659,953
Spark Therapeutics, Inc.(a)		819		92,793
Vertex Pharmaceuticals, Inc.(a)		526		99,282
				1,812,315
Health Care Equipment & Supplies – 1.1%
Abbott Laboratories		15,755		1,222,903
Baxter International, Inc.		1,857		138,774
Koninklijke Philips NV		2,000		79,584
Medtronic PLC		1,767		159,914
ResMed, Inc.		49		5,019
Stryker Corp.		206		38,833
West Pharmaceutical Services, Inc.		3,927		411,353
				2,056,380
Health Care Providers & Services – 0.8%
Anthem, Inc.		3,381		1,016,768
Centene Corp.(a)		1,986		120,927
CVS Health Corp.		142		8,212
Humana, Inc.		202		57,578
McKesson Corp.		1,017		129,322
UnitedHealth Group, Inc.		658		159,381
				1,492,188

18    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Life Sciences Tools & Services – 0.6%
IQVIA Holdings, Inc.(a)		6,038	$	845,924
Pacific Biosciences of California, Inc.(a)		19,164		140,089
Sartorius Stedim Biotech		595		69,987
				1,056,000
Pharmaceuticals – 2.0%
Astellas Pharma, Inc.		8,300		128,688
Bausch Health Cos., Inc.(a)		2,258		53,638
Bristol-Myers Squibb Co.		3,300		170,478
BTG PLC(a)		4,228		46,713
Eli Lilly & Co.		1,334		168,471
Johnson & Johnson		1,296		177,086
Merck & Co., Inc.		6,708		545,293
Novo Nordisk A/S – Class B		3,700		181,395
Pfizer, Inc.		10,733		465,275
Roche Holding AG		2,674		742,101
Sanofi		2,013		167,862
UCB SA		787		65,936
Zoetis, Inc.		8,261		778,434
				3,691,370
				10,108,253
Consumer Discretionary – 4.7%
Auto Components – 0.4%
Aptiv PLC		8,800		731,368
Automobiles – 0.0%
BAIC Motor Corp., Ltd.(b)		22,000		13,984
Diversified Consumer Services – 0.6%
H&R Block, Inc.		4,741		114,495
Service Corp. International/US		16,623		687,195
Sotheby’s(a)		5,042		221,193
				1,022,883
Hotels, Restaurants & Leisure – 1.2%
Aristocrat Leisure Ltd.		10,500		183,413
Choice Hotels International, Inc.		1,280		102,195
Compass Group PLC		13,708		302,742
Las Vegas Sands Corp.		5,014		308,010
McDonald’s Corp.		1,190		218,770
Starbucks Corp.		15,289		1,074,205
				2,189,335
Household Durables – 0.1%
Auto Trader Group PLC(b)		18,120		114,390

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Internet & Direct Marketing Retail – 0.7%
Amazon.com, Inc.(a)		183	$	300,089
Booking Holdings, Inc.(a)		470		797,609
Nutrisystem, Inc.		5,297		229,254
				1,326,952
Media – 0.1%
Tribune Media Co. – Class A		6,031		278,813
Multiline Retail – 0.2%
Dollar General Corp.		1,970		233,366
Lotte Shopping Co., Ltd.		146		24,781
Next PLC		1,374		92,667
				350,814
Specialty Retail – 1.2%
AutoZone, Inc.(a)		194		182,160
Home Depot, Inc. (The)		2,055		380,462
O’Reilly Automotive, Inc.(a)		385		143,205
Ross Stores, Inc.		3,470		329,060
TJX Cos., Inc. (The)		5,472		280,659
Ulta Salon Cosmetics & Fragrance, Inc.(a)		2,516		786,225
				2,101,771
Textiles, Apparel & Luxury Goods – 0.2%
Samsonite International SA(a)(b)		114,368		339,878
				8,470,188
Industrials – 3.9%
Aerospace & Defense – 0.9%
Arconic, Inc.		5,946		109,941
BAE Systems PLC		17,400		107,283
Boeing Co. (The)		735		323,371
Esterline Technologies Corp.(a)		1,824		222,072
Harris Corp.		780		128,646
L3 Technologies, Inc.		1,372		290,521
Raytheon Co.		2,067		385,495
Spirit AeroSystems Holdings, Inc. – Class A		1,452		143,458
				1,710,787
Air Freight & Logistics – 0.1%
CH Robinson Worldwide, Inc.		1,011		91,374
Hyundai Glovis Co., Ltd.		186		23,040
				114,414
Airlines – 0.1%
Qantas Airways Ltd.		35,423		144,014
United Continental Holdings, Inc.(a)		1,380		121,178
				265,192

20    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Building Products – 0.6%
Allegion PLC		7,391	$	664,894
Lennox International, Inc.		92		22,563
LIXIL Group Corp.		3,200		43,353
USG Corp.		6,413		276,465
				1,007,275
Commercial Services & Supplies – 0.3%
Republic Services, Inc. – Class A		1,780		139,605
Secom Co., Ltd.		4,900		423,847
Toppan Printing Co., Ltd.		2,800		44,601
				608,053
Construction & Engineering – 0.1%
Daelim Industrial Co., Ltd.		303		25,179
GS Engineering & Construction Corp.		672		25,556
Obayashi Corp.		4,900		47,762
				98,497
Electrical Equipment – 0.0%
Emerson Electric Co.		189		12,880
Industrial Conglomerates – 0.0%
SK Holdings Co., Ltd.		112		27,137
Machinery – 0.6%
Dover Corp.		6,760		611,983
Kone Oyj – Class B(c)		4,740		231,589
Mitsubishi Heavy Industries Ltd.		1,300		53,014
PACCAR, Inc.		1,976		133,973
Stanley Black & Decker, Inc.		966		127,927
Weichai Power Co., Ltd. – Class H		19,000		26,453
				1,184,939
Professional Services – 1.0%
Experian PLC		5,310		138,138
RELX PLC		26,381		605,561
Robert Half International, Inc.		1,873		127,720
Verisk Analytics, Inc. – Class A(a)		5,850		739,615
Wolters Kluwer NV		3,140		206,915
				1,817,949
Road & Rail – 0.1%
ALD SA(b)		7,782		112,285
Transportation Infrastructure – 0.1%
Airports of Thailand PCL		13,000		27,846
Flughafen Zurich AG		950		169,134
Zhejiang Expressway Co., Ltd. – Class H		26,000		27,134
				224,114
				7,183,522

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Communication Services – 3.8%
Diversified Telecommunication Services – 0.6%
China Communications Services Corp., Ltd. – Class H		30,000	$	30,181
Elisa Oyj		1,600		67,137
HKT Trust & HKT Ltd. – Class SS		237,000		370,154
LG Uplus Corp.		1,740		23,173
Nippon Telegraph & Telephone Corp.		6,500		280,947
Spark New Zealand Ltd.		17,594		44,664
Telenor ASA		3,508		68,412
TELUS Corp.		2,990		108,608
Verizon Communications, Inc.		2,412		137,291
				1,130,567
Entertainment – 0.3%
Daiichikosho Co., Ltd.		2,100		103,761
Live Nation Entertainment, Inc.(a)		2,160		122,170
NCSoft Corp.		61		25,011
Netflix, Inc.(a)		119		42,614
Twenty-First Century Fox, Inc. – Class B		2,116		106,139
Viacom, Inc. – Class B		4,057		118,545
				518,240
Interactive Media & Services – 1.5%
Alphabet, Inc. – Class A(a)		142		159,970
Alphabet, Inc. – Class C(a)		1,527		1,710,118
Autohome, Inc. (ADR)(a)(c)		1,122		105,524
Facebook, Inc. – Class A(a)		4,594		741,702
Twitter, Inc.(a)		580		17,852
				2,735,166
Media – 0.6%
CBS Corp. – Class B		2,427		121,860
Comcast Corp. – Class A		5,597		216,436
Multichoice Group Ltd.(a)		2,230		16,621
Naspers Ltd. – Class N		2,230		480,942
Omnicom Group, Inc.		1,904		144,133
Quebecor, Inc. – Class B		6,860		166,658
				1,146,650
Wireless Telecommunication Services – 0.8%
China Mobile Ltd.		21,000		221,812
DiGi.Com Bhd		25,500		28,470
Globe Telecom, Inc.		690		25,314
KDDI Corp.		17,300		418,136
Millicom International Cellular SA		1,885		113,450
SK Telecom Co., Ltd.		105		24,319
SoftBank Group Corp.		3,900		361,898
Sprint Corp.(a)		35,240		223,774
				1,417,173
				6,947,796

22    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Consumer Staples – 1.9%
Beverages – 0.2%
Ambev SA		20,000	$	91,743
Coca-Cola Amatil Ltd.		8,116		45,892
PepsiCo, Inc.		970		112,171
Wuliangye Yibin Co., Ltd. – Class A		13,480		143,979
				393,785
Food & Staples Retailing – 0.6%
Casino Guichard Perrachon SA(c)		1,029		54,414
Colruyt SA		653		46,575
Dairy Farm International Holdings Ltd.		3,000		26,854
Empire Co., Ltd. – Class A		2,389		55,497
Koninklijke Ahold Delhaize NV		10,040		258,753
Kroger Co. (The)		4,399		129,023
Seven & i Holdings Co., Ltd.(c)		2,000		88,023
Sysco Corp.		1,890		127,670
Walgreens Boots Alliance, Inc.		1,762		125,437
Walmart, Inc.		2,550		252,424
				1,164,670
Food Products – 0.2%
Danone SA		1,649		124,548
Marine Harvest ASA(a)(c)		2,949		68,054
Nestle Malaysia Bhd		800		29,073
Salmar ASA		3,250		155,696
				377,371
Household Products – 0.2%
Kimberly-Clark Corp.		119		13,903
Procter & Gamble Co. (The)		4,250		418,837
				432,740
Personal Products – 0.2%
L’Oreal SA		832		209,838
Unilever PLC		2,090		111,267
				321,105
Tobacco – 0.5%
Altria Group, Inc.		2,621		137,367
British American Tobacco PLC		5,779		211,876
Imperial Brands PLC		4,770		158,947
KT&G Corp.		320		29,999
Philip Morris International, Inc.		3,541		307,855
				846,044
				3,535,715
Energy – 1.3%
Energy Equipment & Services – 0.1%
Helmerich & Payne, Inc.		2,135		115,717

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Oil, Gas & Consumable Fuels – 1.2%
BP PLC		5,254	$	37,247
Chevron Corp.		893		106,785
Encana Corp.		39,648		287,448
Equinor ASA		6,770		152,271
Exxon Mobil Corp.		585		46,233
Galp Energia SGPS SA		1,693		27,758
Gazprom PJSC (Sponsored ADR)		5,865		27,683
GS Holdings Corp.		570		27,145
HollyFrontier Corp.		1,439		73,677
Kinder Morgan, Inc./DE		6,090		116,684
LUKOIL PJSC (Sponsored ADR)(c)		3,024		252,655
Marathon Petroleum Corp.		1,183		73,358
Petroleo Brasileiro SA		1,500		11,924
Phillips 66		817		78,726
Royal Dutch Shell PLC – Class B		21,396		671,198
TOTAL SA		2,897		164,893
Valero Energy Corp.		1,064		86,780
				2,242,465
				2,358,182
Materials – 1.1%
Chemicals – 0.7%
BASF SE		5,842		444,676
CF Industries Holdings, Inc.		1,434		60,515
Covestro AG(b)		960		54,660
Ecolab, Inc.		2,864		483,758
Indorama Ventures PCL		16,500		26,966
Methanex Corp.		735		41,370
Mitsubishi Chemical Holdings Corp.		5,500		40,674
Sinopec Shanghai Petrochemical Co., Ltd.		35,516		29,290
Sinopec Shanghai Petrochemical Co., Ltd. – Class H		48,000		24,336
Sumitomo Chemical Co., Ltd.		9,000		44,750
				1,250,995
Containers & Packaging – 0.1%
Bemis Co., Inc.		5,292		279,947
RPC Group PLC		2,084		21,843
				301,790
Metals & Mining – 0.2%
BHP Group Ltd.		1,296		34,229
Cia Siderurgica Nacional SA(a)		9,300		32,385
Goldcorp, Inc.		26,407		278,330
Maanshan Iron & Steel Co., Ltd. – Class H		56,000		26,669
				371,613

24    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Paper & Forest Products – 0.1%
Mondi PLC		4,252	$	97,340
				2,021,738
Utilities – 0.9%
Electric Utilities – 0.5%
CEZ AS		1,075		26,044
EDP – Energias de Portugal SA		53,560		196,378
Electricite de France SA		4,137		60,062
Enel SpA		12,909		78,063
Exelon Corp.		2,880		139,939
Manila Electric Co.		3,930		27,931
Orsted A/S(b)		1,012		73,455
PPL Corp.		4,047		130,192
Red Electrica Corp. SA		1,669		36,059
Terna Rete Elettrica Nazionale SpA		10,782		67,077
				835,200
Gas Utilities – 0.1%
Tokyo Gas Co., Ltd.		5,200		143,348
Independent Power and Renewable Electricity Producers – 0.1%
AES Corp./VA		7,806		134,497
Multi-Utilities – 0.1%
Ameren Corp.		1,730		123,245
CenterPoint Energy, Inc.		4,105		123,725
				246,970
Water Utilities – 0.1%
Guangdong Investment Ltd.		98,000		187,857
				1,547,872
Real Estate – 0.8%
Equity Real Estate Investment Trusts (REITs) – 0.4%
Fibra Uno Administracion SA de CV		20,222		28,097
Host Hotels & Resorts, Inc.		6,639		130,191
InfraREIT, Inc.		4,794		102,352
Lamar Advertising Co. – Class A		1,110		86,103
Merlin Properties Socimi SA		14,090		182,516
National Retail Properties, Inc.		974		50,745
Nippon Building Fund, Inc.		33		214,875
Stockland		18,796		46,746
				841,625
Real Estate Management & Development – 0.4%
Agile Group Holdings Ltd.		20,000		24,992

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    25

PORTFOLIO OF INVESTMENTS(continued)

Company		Shares		U.S. $ Value
Aroundtown SA			7,333	$	61,575
CBRE Group, Inc. – Class A(a)			6,714		334,089
Guangzhou R&F Properties Co., Ltd. – Class H			14,000		26,176
Nomura Real Estate Holdings, Inc.			2,400		45,484
Vonovia SE			3,750		181,505
					673,821
					1,515,446
Total Common Stocks (cost $63,956,497)					70,348,352
INVESTMENT COMPANIES – 24.8%
Funds and Investment Trusts – 24.8%(d)
AB All Market Real Return Portfolio – Class Z(e)			2,835,419		23,874,231
AB High Income Fund, Inc. – Class Z(e)			2,274,261		18,535,223
iShares iBoxx High Yield Corporate Bond ETF(c)			22,060		1,891,645
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			26,015		887,892
Total Investment Companies (cost $46,996,954)					45,188,991
		Principal Amount (000)
GOVERNMENTS – TREASURIES – 9.0%
Australia – 0.7%
Australia Government Bond Series 128 5.75%, 7/15/22(b)	AUD		750		602,882
Series 138 3.25%, 4/21/29(b)			750		585,384
					1,188,266
Austria – 0.2%
Republic of Austria Government Bond 0.50%, 2/20/29(b)	EUR		359		407,185
Belgium – 0.6%
Kingdom of Belgium Government Bond Series 71 3.75%, 6/22/45(b)			80		134,406
Series 72 2.60%, 6/22/24(b)			262		339,097
Series 81 0.80%, 6/22/27(b)			202		236,254

26    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Series 87 0.90%, 6/22/29(b)	EUR		123	$	142,965
Series 88 1.70%, 6/22/50(b)			171		194,272
					1,046,994
Chile – 0.2%
Bonos de la Tesoreria de la Republica en pesos 4.50%, 3/01/26	CLP		210,000		326,740
Finland – 0.2%
Finland Government Bond 0.50%, 9/15/29(b)	EUR		348		394,194
France – 0.6%
French Republic Government Bond OAT 0.50%, 5/25/26(b)			745		864,517
1.75%, 6/25/39(b)			240		296,157
					1,160,674
Germany – 0.6%
Bundesrepublik Deutschland Bundesanleihe 0.50%, 2/15/28(b)			661		780,852
2.50%,7/04/44-8/15/46(b)			209		336,888
					1,117,740
Ireland – 0.2%
Ireland Government Bond 1.00%, 5/15/26(b)	EUR		339		402,924
Italy – 0.9%
Italy Buoni Poliennali Del Tesoro 1.35%, 4/15/22			410		469,316
1.85%, 5/15/24			95		108,107
2.20%, 6/01/27			289		321,856
3.35%, 3/01/35(b)			153		175,126
3.85%, 9/01/49(b)			327		375,208
5.50%, 11/01/22(b)			108		140,631
					1,590,244
Japan – 0.5%
Japan Government Twenty Year Bond Series 112 2.10%, 6/20/29	JPY		14,450		157,770
Series 143 1.60%, 3/20/33			27,400		294,464
Series 158 0.50%, 9/20/36			29,000		267,196

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    27

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Series 159 0.60%, 12/20/36	JPY		28,400	$	266,132
					985,562
Malaysia – 0.3%
Malaysia Government Bond Series 0114 4.181%, 7/15/24	MYR		521		130,049
Series 0217 4.059%, 9/30/24			523		129,772
Series 0218 3.757%, 4/20/23			948		233,489
Series 0313 3.48%, 3/15/23			460		111,865
					605,175
Netherlands – 0.3%
Netherlands Government Bond 0.75%, 7/15/27(b)	EUR		530		631,007
Poland – 0.1%
Republic of Poland Government Bond Series 725 3.25%, 7/25/25	PLN		496		136,320
Singapore – 0.2%
Singapore Government Bond 2.75%, 3/01/46	SGD		330		247,350
3.375%, 9/01/33			73		59,681
					307,031
Spain – 0.6%
Spain Government Bond 1.95%, 4/30/26(b)	EUR		327		402,267
2.35%, 7/30/33(b)			565		693,455
2.90%, 10/31/46(b)			20		25,300
					1,121,022
United Kingdom – 0.6%
United Kingdom Gilt 1.50%, 7/22/47(b)	GBP		176		217,050
1.625%, 10/22/28(b)			585		799,324
					1,016,374
United States – 2.2%
U.S. Treasury Bonds 2.50%, 2/15/46(f)	U.S.$		1,442		1,286,215
3.125%, 8/15/44			101		101,726
5.375%, 2/15/31			327		413,959

28    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
U.S. Treasury Notes 1.50%, 8/15/26	U.S.$		1,275	$	1,177,383
1.875%, 7/31/22(f)			787		770,818
2.125%, 5/15/25			184		179,347
					3,929,448
Uruguay – 0.0%
Uruguay Government International Bond 8.50%, 3/15/28(b)	UYU		1,317		35,496
Total Governments – Treasuries (cost $16,341,133)					16,402,396
CORPORATES – INVESTMENT GRADE – 6.3%
Industrial – 3.1%
Basic – 0.2%
DowDuPont, Inc. 4.205%, 11/15/23	U.S.$		100		103,169
Glencore Finance Europe Ltd. 1.875%, 9/13/23(b)	EUR		100		115,869
Glencore Funding LLC 4.00%, 3/27/27(b)	U.S.$		62		59,030
SABIC Capital II BV 4.00%, 10/10/23(b)			200		202,624
					480,692
Capital Goods – 0.3%
Molex Electronic Technologies LLC 2.878%, 4/15/20(b)			230		228,634
United Technologies Corp. 1.15%, 5/18/24	EUR		115		131,993
1.25%, 5/22/23			125		144,998
Wabtec Corp. 4.15%, 3/15/24(g)	U.S.$		37		36,925
					542,550
Communications - Media – 0.2%
CBS Corp. 4.00%, 1/15/26			9		8,925
4.20%, 6/01/29			69		67,898
5.50%, 5/15/33			40		42,563
Charter Communications Operating LLC/Charter Communications Operating Capital 4.908%, 7/23/25			78		80,757
Comcast Corp. 4.60%, 8/15/45			45		45,757

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    29

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Warner Media LLC 3.55%, 6/01/24	U.S.$		115	$	114,508
					360,408
Communications - Telecommunications – 0.1%
Bell Canada, Inc. 4.70%, 9/11/23	CAD		52		42,224
Rogers Communications, Inc. 4.00%, 6/06/22			66		52,019
					94,243
Consumer Cyclical - Automotive – 0.3%
BMW Finance NV 1.00%, 11/14/24(b)	EUR		105		120,137
Daimler AG 1.00%, 11/15/27(b)			90		97,354
General Motors Co. 5.15%, 4/01/38	U.S.$		60		53,799
General Motors Financial Co., Inc. 3.70%, 5/09/23			25		24,609
5.10%, 1/17/24			120		122,680
Harley-Davidson Financial Services, Inc. 4.05%, 2/04/22(b)			115		115,293
Volkswagen Leasing GmbH 2.625%, 1/15/24(b)	EUR		60		71,908
					605,780
Consumer Cyclical - Entertainment – 0.1%
Carnival Corp. 1.625%, 2/22/21			242		283,055
ConsumerNon-Cyclical – 0.7%
Abbott Ireland Financing DAC 0.875%, 9/27/23(b)			105		120,256
Altria Group, Inc. 1.00%, 2/15/23			150		170,327
Amgen, Inc. 4.663%, 6/15/51	U.S.$		100		95,732
BAT Capital Corp. 3.222%, 8/15/24			120		115,306
CVS Health Corp. 4.30%, 3/25/28			90		90,033
Reynolds American, Inc. 4.45%, 6/12/25			72		72,673
6.875%, 5/01/20			97		100,863
Takeda Pharmaceutical Co., Ltd. 1.125%, 11/21/22(b)	EUR		155		178,501

30    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
4.40%, 11/26/23(b)	U.S.$		200	$	206,512
Tyson Foods, Inc. 4.00%, 3/01/26			35		35,098
4.35%, 3/01/29			38		38,265
4.55%, 6/02/47			45		40,252
					1,263,818
Energy – 0.3%
Energy Transfer Operating LP 4.50%, 4/15/24(c)			55		56,578
Hess Corp. 4.30%, 4/01/27			78		75,441
Marathon Petroleum Corp. 4.75%,12/15/23-9/15/44(b)			155		157,335
Occidental Petroleum Corp. 4.20%, 3/15/48			45		45,139
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			103		100,442
Williams Cos., Inc. (The) 3.90%, 1/15/25			78		78,405
4.50%, 11/15/23			35		36,158
					549,498
Services – 0.1%
Equifax, Inc. 3.30%, 12/15/22			160		157,984
Technology – 0.6%
Apple, Inc. 2.513%, 8/19/24	CAD		120		90,250
4.65%, 2/23/46	U.S.$		40		43,035
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.625%, 1/15/24			31		30,110
3.875%, 1/15/27			33		30,572
Fidelity National Information Services, Inc. 0.40%, 1/15/21	EUR		135		153,923
International Business Machines Corp. 0.875%, 1/31/25			165		188,582
KLA-Tencor Corp. 4.125%, 11/01/21	U.S.$		145		147,591
4.65%, 11/01/24			91		95,270
Seagate HDD Cayman 4.75%, 1/01/25			72		69,326
Tencent Holdings Ltd. 3.375%, 5/02/19(b)			200		200,097
					1,048,756

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    31

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Transportation - Services – 0.2%
FedEx Corp. 0.70%, 5/13/22	EUR		145	$	166,223
Penske Truck Leasing Co. Lp/PTL Finance Corp. 3.375%, 2/01/22(b)	U.S.$		146		144,863
					311,086
					5,697,870
Financial Institutions – 2.9%
Banking – 2.0%
Banco Santander SA 3.25%, 4/04/26(b)	EUR		100		121,137
Bank of America Corp. 1.379%, 2/07/25(b)			105		122,239
2.375%, 6/19/24(b)			100		123,061
3.124%, 1/20/23	U.S.$		115		114,496
Barclays Bank PLC 6.625%, 3/30/22(b)	EUR		83		108,325
Barclays PLC 3.684%, 1/10/23	U.S.$		200		197,988
Citigroup, Inc. 0.75%, 10/26/23(b)	EUR		104		118,607
Compass Bank 5.50%, 4/01/20	U.S.$		147		150,187
Cooperatieve Rabobank UA 4.375%, 8/04/25			250		254,985
Danske Bank A/S 0.875%, 5/22/23(b)	EUR		160		177,040
Fifth Third Bancorp 2.30%, 3/01/19	U.S.$		64		64,000
Goldman Sachs Group, Inc. (The) 2.00%, 7/27/23(b)	EUR		98		116,613
3.307%, 10/31/25	CAD		145		108,858
Lloyds Banking Group PLC 4.375%, 3/22/28	U.S.$		265		265,082
Mitsubishi UFJ Financial Group, Inc. 0.872%, 9/07/24(b)	EUR		100		114,191
Morgan Stanley 3.00%, 2/07/24	CAD		145		109,388
Series G 1.375%, 10/27/26	EUR		111		125,891
1.75%, 3/11/24			100		118,205
Rabobank Capital Funding Trust IV 5.556%, 12/31/19(b)(h)	GBP		36		49,073
Santander Holdings USA, Inc. 4.40%, 7/13/27	U.S.$		118		115,238

32    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
UBS Group Funding Switzerland AG 1.50%, 11/30/24(b)	EUR		200	$	232,146
UniCredit SpA 3.75%, 4/12/22(b)	U.S.$		200		195,322
US Bancorp 0.85%, 6/07/24	EUR		103		118,145
Series J 5.30%, 4/15/27(h)	U.S.$		46		46,108
Wells Fargo & Co. 1.375%, 6/30/22(b)	GBP		170		221,364
2.125%, 6/04/24(b)	EUR		100		121,765
					3,609,454
Brokerage – 0.1%
SURA Asset Management SA 4.875%, 4/17/24(b)(c)	U.S.$		107		110,076
Finance – 0.0%
Synchrony Financial 4.50%, 7/23/25			93		90,968
Insurance – 0.7%
Aon PLC 2.875%, 5/14/26	EUR		135		165,934
Berkshire Hathaway, Inc. 1.125%, 3/16/27			140		160,053
Chubb INA Holdings, Inc. 1.55%, 3/15/28			100		115,764
CNP Assurances 4.25%, 6/05/45(b)			100		126,267
Credit Agricole Assurances SA 4.75%, 9/27/48(b)			100		124,835
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(b)	U.S.$		21		31,691
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 3.25%, 5/26/49(b)	EUR		100		121,293
6.25%, 5/26/42(b)			100		133,394
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)	U.S.$		41		62,978
Prudential Financial, Inc. 5.625%, 6/15/43			98		101,651
Swiss Re America Holding Corp. 7.00%, 2/15/26			77		90,714
UnitedHealth Group, Inc. 4.75%, 7/15/45			40		43,469
					1,278,043

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    33

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
REITS – 0.1%
Healthcare Trust of America Holdings LP 3.375%, 7/15/21	U.S.$		47	$	46,701
Welltower, Inc. 4.00%, 6/01/25			171		172,524
					219,225
					5,307,766
Utility – 0.3%
Electric – 0.1%
Exelon Corp. 5.15%, 12/01/20			32		32,843
Iberdrola Finanzas SA 7.375%, 1/29/24	GBP		50		82,192
TECO Finance, Inc. 5.15%, 3/15/20	U.S.$		56		57,148
					172,183
Other Utility – 0.2%
Severn Trent Utilities Finance PLC 3.625%, 1/16/26(b)	GBP		150		213,452
Yorkshire Water Finance PLC 6.588%, 2/21/23			80		125,267
					338,719
					510,902
Total Corporates – Investment Grade (cost $11,553,723)					11,516,538
INFLATION-LINKED SECURITIES – 5.0%
Japan – 4.4%
Japanese Government CPI Linked Bond Series 21 0.10%, 3/10/26	JPY		124,899		1,158,753
Series 22 0.10%, 3/10/27			612,077		5,677,854
Series 23 0.10%, 3/10/28			120,818		1,122,046
					7,958,653
New Zealand – 0.1%
New Zealand Government Inflation Linked Bond Series 925 2.00%, 9/20/25(b)	NZD		195		141,558

34    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
United States – 0.5%
U.S. Treasury Inflation Index 0.125%,7/15/22-7/15/26 (TIPS)	U.S.$		1,041	$	1,017,641
Total Inflation-Linked Securities (cost $9,230,144)					9,117,852
MORTGAGE PASS-THROUGHS – 3.6%
Agency Fixed Rate30-Year – 3.4%
Federal Home Loan Mortgage Corp. Series 2019 4.50%, 3/01/49, TBA			890		922,089
Federal Home Loan Mortgage Corp. Gold Series 2007 5.50%, 7/01/35			32		34,303
Series 2018 4.00%, 12/01/48			229		235,217
4.50%, 11/01/48			240		252,217
Series 2019 4.50%, 2/01/49			180		188,975
Federal National Mortgage Association Series 2003 5.50%, 4/01/33			25		26,864
Series 2004 5.50%,4/01/34-5/01/34			24		26,008
Series 2005 5.50%, 2/01/35			18		19,258
Series 2018 3.50%,3/01/48-4/01/48			1,140		1,144,479
4.00%,8/01/48-9/01/48			691		709,111
4.50%, 9/01/48			894		935,683
Series 2019 4.50%, 3/01/49, TBA			906		937,569
5.00%, 3/01/49, TBA			710		744,502
					6,176,275
Other Agency Fixed Rate Programs – 0.2%
Canadian Mortgage Pools 6.125%, 12/15/24	CAD		295		257,595
Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2011 4.324% (LIBOR 12 Month + 1.76%), 5/01/38(i)	U.S.$		38		39,433

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    35

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Series 2003 4.81% (LIBOR 12 Month + 1.81%), 12/01/33(i)	U.S.$		23	$	23,981
					63,414
Total Mortgage Pass-Throughs (cost $6,472,924)					6,497,284
COVERED BONDS – 1.4%
Banco de Sabadell SA 0.875%, 11/12/21(b)	EUR		100		116,332
Bank of Montreal 0.75%, 9/21/22(b)			170		198,061
Canadian Imperial Bank of Commerce Zero Coupon, 7/25/22(b)			177		201,004
Credit Suisse AG/Guernsey 0.75%, 9/17/21(b)			110		127,641
1.75%, 1/15/21(b)			166		195,452
Danske Bank A/S 0.125%, 2/14/22(b)			100		114,142
1.25%, 6/11/21(b)			100		117,231
DNB Boligkreditt AS 2.75%, 3/21/22(b)			160		197,385
3.875%, 6/16/21(b)			147		182,498
Nationwide Building Society 4.375%, 2/28/22(b)			150		192,613
Santander UK PLC 1.625%, 11/26/20(b)			156		182,803
Stadshypotek AB 0.625%, 11/10/21(b)			305		353,711
UBS AG/London 1.375%, 4/16/21(b)			169		198,301
4.00%, 4/08/22(b)			84		107,266
Total Covered Bonds (cost $2,400,831)					2,484,440
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.9%
Non-Agency Floating Rate CMBS – 0.6%
Ashford Hospitality Trust Series 2018-ASHF, Class A 3.389% (LIBOR 1 Month + 0.90%), 4/15/35(b)(i)	U.S.$		177		175,549
Series 2018-KEYS, Class A 3.489% (LIBOR 1 Month + 1.00%), 5/15/35(b)(i)			100		99,936

36    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
BHMS Series 2018-ATLS, Class A 3.739% (LIBOR 1 Month + 1.25%), 7/15/35(b)(i)	U.S.$		140	$	139,784
Braemar Hotels & Resorts Trust Series 2018-PRME, Class A 3.309% (LIBOR 1 Month + 0.82%), 6/15/35(b)(i)			100		98,784
DBWF Mortgage Trust Series 2018-GLKS, Class A 3.51% (LIBOR 1 Month + 1.03%), 11/19/35(b)(i)			140		139,825
Invitation Homes Trust Series 2018-SFR4, Class A 3.581% (LIBOR 1 Month + 1.10%), 1/17/38(b)(i)			175		174,647
MSCG Trust Series 2018-SELF, Class A 3.389% (LIBOR 1 Month + 0.90%), 10/15/37(b)(i)			150		149,530
Natixis Commercial Mortgage Securities Trust Series 2018-850T, Class A 3.272% (LIBOR 1 Month + 0.78%), 7/15/33(b)(i)			110		109,720
RETL Series2018-RVP, Class A 3.589% (LIBOR 1 Month + 1.10%), 3/15/33(b)(i)			63		62,902
					1,150,677
Non-Agency Fixed Rate CMBS – 0.3%
Citigroup Commercial Mortgage Trust Series 2013-GC11, Class B 3.732%, 4/10/46(j)			160		160,009
GS Mortgage Securities Trust Series2013-G1, Class A1 2.059%, 4/10/31(b)			65		63,766
Series2013-G1, Class A2 3.557%, 4/10/31(b)			134		133,413
WFRBS Commercial Mortgage Trust Series2014-C20, Class AS 4.176%, 5/15/47			120		123,310
					480,498
Total Commercial Mortgage-Backed Securities (cost $1,631,367)					1,631,175

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    37

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.7%
Risk Share Floating Rate – 0.7%
Bellemeade Re Ltd. Series2018-2A, Class M1B 3.84% (LIBOR 1 Month + 1.35%), 8/25/28(b)(i)	U.S.$		150	$	149,628
Eagle RE Ltd. Series2018-1, Class M1 4.19% (LIBOR 1 Month + 1.70%), 11/25/28(b)(i)			175		175,397
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series2014-DN1, Class M2 4.69% (LIBOR 1 Month + 2.20%), 2/25/24(i)			151		153,133
Series 2015-DNA2, Class M2 5.09% (LIBOR 1 Month + 2.60%), 12/25/27(i)			72		72,943
Series 2016-DNA2, Class M2 4.69% (LIBOR 1 Month + 2.20%), 10/25/28(i)			91		91,981
Series 2017-DNA2, Class M1 3.69% (LIBOR 1 Month + 1.20%), 10/25/29(i)			211		212,492
Federal National Mortgage Association Connecticut Avenue Securities Series2014-C01, Class M1 4.09% (LIBOR 1 Month + 1.60%), 1/25/24(i)			15		15,460
Series2014-C04, Class 2M2 7.49% (LIBOR 1 Month + 5.00%), 11/25/24(i)			108		120,452
Series2016-C02, Class 1M1 4.64% (LIBOR 1 Month + 2.15%), 9/25/28(i)			1		1,214
Series2016-C03, Class 1M1 4.49% (LIBOR 1 Month + 2.00%), 10/25/28(i)			26		25,972
Series2016-C04, Class 1M1 3.94% (LIBOR 1 Month + 1.45%), 1/25/29(i)			33		33,316
Series2016-C05, Class 2M1 3.84% (LIBOR 1 Month + 1.35%), 1/25/29(i)			9		9,456
Series2016-C06, Class 1M1 3.79% (LIBOR 1 Month + 1.30%), 4/25/29(i)			151		151,402

38    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Series2016-C07, Class 2M1 3.79% (LIBOR 1 Month + 1.30%), 5/25/29(i)	U.S.$		11	$	10,943
Series2017-C02, Class 2M1 3.64% (LIBOR 1 Month + 1.15%), 9/25/29(i)			58		58,476
					1,282,265
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series2004-T5, Class AB4 3.152%, 5/28/35(j)			33		30,342
Non-Agency Fixed Rate – 0.0%
Citigroup Mortgage Loan Trust, Inc. Series2005-2, Class 1A4 3.934%, 5/25/35			28		28,655
Total Collateralized Mortgage Obligations (cost $1,337,239)					1,341,262
COLLATERALIZED LOAN OBLIGATIONS – 0.7%
CLO - Floating Rate – 0.7%
Halcyon Loan Advisors Funding Ltd. Series2018-1A, Class A2 4.269% (LIBOR 3 Month + 1.80%), 7/21/31(b)(i)(j)			250		245,863
Marble Point CLO XI Ltd. Series2017-2A, Class A 3.96% (LIBOR 3 Month + 1.18%), 12/18/30(b)(i)(j)			250		247,557
Neuberger Berman Loan Advisers CLO Ltd. Series2018-29A, Class B1 4.286% (LIBOR 3 Month + 1.70%), 10/19/31(b)(i)(j)			250		246,596
Rockford Tower CLO Ltd. Series2017-3A, Class A 3.951% (LIBOR 3 Month + 1.19%), 10/20/30(b)(i)(j)			250		248,895
TIAA CLO II Ltd. Series2017-1A, Class A 4.041% (LIBOR 3 Month + 1.28%), 4/20/29(b)(i)(j)			250		249,127
Total Collateralized Loan Obligations (cost $1,249,922)					1,238,038

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    39

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
ASSET-BACKED SECURITIES – 0.6%
Autos - Fixed Rate – 0.4%
Avis Budget Rental Car Funding AESOP LLC Series2018-2A, Class C 4.95%, 3/20/25(b)	U.S.$		120	$	123,340
DT Auto Owner Trust Series2018-1A, Class A 2.59%, 5/17/21(b)			8		8,294
Flagship Credit Auto Trust Series2018-3, Class D 4.15%, 12/16/24(b)			78		78,619
Hertz Vehicle Financing II LP Series2016-1A, Class A 2.32%, 3/25/20(b)			166		165,940
Series2017-1A, Class A 2.96%, 10/25/21(b)			140		139,154
Series2019-1A, Class B 4.10%, 3/25/23(b)			165		165,573
					680,920
Other ABS - Fixed Rate – 0.2%
SBA Tower Trust Series2014-1A, Class C 2.898%, 10/15/44(b)(j)			104		103,946
Series2014-2A, Class C 3.869%, 10/15/49(b)(j)			85		85,802
SoFi Consumer Loan Program LLC Series2017-2, Class A 3.28%, 2/25/26(b)(j)			54		53,800
SoFi Consumer Loan Program Trust Series2018-1, Class B 3.65%, 2/25/27(b)(j)			115		114,898
					358,446
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series2003-WF1, Class A2 3.615% (LIBOR 1 Month + 1.13%), 12/25/32(i)(j)			12		12,252
Total Asset-Backed Securities (cost $1,044,899)					1,051,618

40    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

			Principal Amount (000)		U.S. $ Value
GOVERNMENTS – SOVEREIGN BONDS – 0.5%
Indonesia – 0.1%
Indonesia Government International Bond 4.45%, 2/11/24	U.S.$			235	$	241,138
Qatar – 0.2%
Qatar Government International Bond 3.875%, 4/23/23(b)				200		204,500
5.25%, 1/20/20(b)				100		102,000
						306,500
Saudi Arabia – 0.2%
Saudi Government International Bond 2.875%, 3/04/23(b)				200		196,750
4.375%, 4/16/29(b)				200		204,156
						400,906
Total Governments – Sovereign Bonds (cost $932,502)						948,544
SUPRANATIONALS – 0.2%
Supranational – 0.2%
European Financial Stability Facility 0.125%, 10/17/23(b) (cost $363,908)		EUR		311		356,152
LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 0.1%
United States – 0.1%
State of California Series 2010 7.625%, 3/01/40 (cost $237,125)		U.S.$		165		241,723
QUASI-SOVEREIGNS – 0.1%
Quasi-Sovereign Bonds – 0.1%
China – 0.1%
State Grid Overseas Investment 2016 Ltd. 2.25%, 5/04/20(b) (cost $199,869)				200		197,403
LOCAL GOVERNMENTS – PROVINCIAL BONDS – 0.1%
Canada – 0.1%
Province of Ontario Canada 2.90%, 6/02/28		CAD		57		44,146

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    41

PORTFOLIO OF INVESTMENTS(continued)

		Principal Amount (000)		U.S. $ Value
Province of Quebec Canada 2.75%, 9/01/27	CAD		141	$	108,552
Total Local Governments – Provincial Bonds (cost $156,389)					152,698
CORPORATES –NON-INVESTMENT GRADE – 0.1%
Industrial – 0.1%
Energy – 0.1%
EnLink Midstream Partners LP 4.15%, 6/01/25 (cost $142,998)	U.S.$		144		137,833
		Notional Amount
OPTIONS PURCHASED – PUTS – 0.0%
Options on Forward Contracts – 0.0%
AUD/USD Expiration: Jun 2019; Contracts: 1,529,000; Exercise Price: AUD 1.45; Counterparty: Morgan Stanley Capital Services LLC(a)	AUD		1,529,000		10,675
EUR/USD Expiration: Mar 2019; Contracts: 960,000; Exercise Price: EUR 0.89; Counterparty: Morgan Stanley Capital Services LLC(a)	EUR		960,000		319
EUR/USD Expiration: Mar 2019; Contracts: 967,000; Exercise Price: EUR 0.89; Counterparty: JPMorgan Chase Bank, NA(a)	EUR		967,000		342
Total Options Purchased – Puts (premiums paid $22,314)					11,336
OPTIONS PURCHASED – CALLS – 0.0%
Options on Forward Contracts – 0.0%
TRY/EUR Expiration: Mar 2019; Contracts: 2,822,703; Exercise Price: TRY 5.99; Counterparty: JPMorgan Chase Bank, NA(a) (premiums paid 6,951)	TRY		2,822,703		1,212

42    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 7.0%
Investment Companies – 7.0%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(d)(e)(k) (cost $12,709,360)		12,709,360	$	12,709,360
Total Investments Before Security Lending Collateral for Securities Loaned – 99.7% (cost $176,987,049)				181,574,207
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.6%
Investment Companies – 1.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(d)(e)(k) (cost $2,905,070)		2,905,070		2,905,070
Total Investments – 101.3% (cost $179,892,119)				184,479,277
Other assets less liabilities – (1.3)%				(2,292,307	)
Net Assets – 100.0%			$	182,186,970

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Notional (000)				Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Japan Bond (OSE) Futures		17		March 2019		JPY	1,700,000		$	23,162,258	$	23,295,025	$	132,767
Amsterdam Index Futures		2		March 2019		EUR	0	**		242,349		246,153		3,804
Dax Index Futures		2		March 2019		EUR	0	**		617,278		655,171		37,893
Euro-CAC40 10 Futures		11		March 2019		EUR	0	**		632,148		655,501		23,353
Euro-Schatz Futures		8		March 2019		EUR	800			1,018,208		1,017,471		(737	)
FTSE/MIB Index Futures		2		March 2019		EUR	0	**		216,105		234,940		18,835
IBEX 35 Index Futures		3		March 2019		EUR	0	**		306,181		317,079		10,898

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    43

PORTFOLIO OF INVESTMENTS(continued)

Description	Number of Contracts		Expiration Month		Notional (000)				Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
Long Gilt Futures		21		June 2019		GBP	2,100		$	3,544,361	$	3,503,672	$	(40,689	)
Mini MSCI Emerging Markets Futures		133		March 2019		USD	7			6,572,379		6,960,555		388,176
OMXS30 Index Futures		53		March 2019		SEK	5			887,077		902,079		15,002
Russell 2000E-Mini Futures		24		March 2019		USD	1			1,749,126		1,890,600		141,474
S&P Mid 400E-Mini Futures		9		March 2019		USD	1			1,602,343		1,719,720		117,377
U.S. 10 Yr Ultra Futures		20		June 2019		USD	2,000			2,598,621		2,589,062		(9,559	)
U.S.T-Note 2 Yr (CBT) Futures		22		June 2019		USD	4,400			4,668,332		4,668,297		(35	)
U.S.T-Note 5 Yr (CBT) Futures		16		June 2019		USD	1,600			1,833,770		1,833,000		(770	)
U.S.T-Note 10 Yr (CBT) Futures		12		June 2019		USD	1,200			1,470,681		1,464,000		(6,681	)
U.S. Ultra Bond (CBT) Futures		34		June 2019		USD	3,400			5,500,973		5,426,188		(74,785	)
Sold Contracts
10 Yr Australian Bond Futures		15		March 2019		AUD	1,500			1,410,540		1,436,565		(26,025	)
10 Yr Canadian Bond Futures		17		June 2019		CAD	1,700			1,760,753		1,753,159		7,594
10 Yr Mini Japan Government Bond Futures		71		March 2019		JPY	710,000			9,708,181		9,721,455		(13,274	)
Euro Buxl 30 Yr Bond Futures		1		March 2019		EUR	100			210,586		209,336		1,250
Euro STOXX 50 Index Futures		40		March 2019		EUR	0	**		1,379,356		1,500,523		(121,167	)
Euro-BOBL Futures		14		March 2019		EUR	1,400			2,104,858		2,113,472		(8,614	)

44    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Description	Number of Contracts		Expiration Month		Notional (000)				Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
Euro-Bund Futures		4		March 2019		EUR	400		$	753,362	$	752,127	$	1,235
FTSE 100 Index Futures		7		March 2019		GBP	0	**		616,142		656,921		(40,779	)
Hang Seng Index Futures		2		March 2019		HKD	0	**		368,810		365,184		3,626
MSCI EAFE Future		6		March 2019		USD	0	**		551,939		560,700		(8,761	)
MSCI Singapore Index ETS Futures		19		March 2019		SGD	2			513,728		505,636		8,092
S&P 500E-Mini Futures		149		March 2019		USD	7			19,748,368		20,746,015		(997,647	)
S&P/TSX 60 Index Futures		5		March 2019		CAD	1			684,496		723,736		(39,240	)
SPI 200 Futures		5		March 2019		AUD	0	**		503,175		545,224		(42,049	)
TOPIX Index Futures		5		March 2019		JPY	50			683,456		720,406		(36,950	)
													$	(556,386	)

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.	AUD	1,679	USD	1,196		4/23/19	$	4,136
Bank of America, NA	CLP	827,259	USD	1,215		3/15/19		(46,355	)
Bank of America, NA	RUB	14,370	USD	215		3/07/19		(2,427	)
Barclays Bank PLC	KRW	1,246,823	USD	1,111		3/15/19		2,884
Barclays Bank PLC	JPY	105,307	USD	972		3/15/19		26,897
Barclays Bank PLC	INR	20,999	USD	293		3/18/19		(3,219	)
Barclays Bank PLC	RUB	7,688	USD	115		3/07/19		(1,645	)
Barclays Bank PLC	CNY	7,347	USD	1,070		3/15/19		(27,313	)
Barclays Bank PLC	SEK	6,992	USD	789		3/15/19		31,090
Barclays Bank PLC	CNY	4,208	USD	621		6/17/19		(6,727	)
Barclays Bank PLC	ILS	1,939	USD	530		4/16/19		(6,301	)
Barclays Bank PLC	BRL	1,757	USD	471		3/06/19		3,279
Barclays Bank PLC	BRL	774	USD	207		3/15/19		882
Barclays Bank PLC	USD	752	AUD	1,053		3/15/19		(4,774	)
Barclays Bank PLC	USD	470	BRL	1,757		3/06/19		(2,208	)
Barclays Bank PLC	USD	470	BRL	1,757		4/02/19		(3,179	)
Barclays Bank PLC	USD	165	RUB	10,804		3/07/19		(736	)
Barclays Bank PLC	USD	1,020	TWD	31,252		3/14/19		(5,260	)
Barclays Bank PLC	USD	226	INR	15,939		3/18/19		(1,499	)
Barclays Bank PLC	USD	383	PHP	20,246		6/17/19		4,735
Barclays Bank PLC	USD	400	PHP	21,079		3/15/19		6,566
Barclays Bank PLC	USD	997	INR	70,394		3/15/19		(4,894	)
Barclays Bank PLC	USD	443	KRW	495,379		5/16/19		(1,467	)
Barclays Bank PLC	USD	356	IDR	5,046,569		6/17/19		(4,532	)
Barclays Bank PLC	USD	1,391	IDR	19,783,393		3/15/19		4,988
BNP Paribas SA	PLN	1,991	USD	530		3/15/19		3,669

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)
BNP Paribas SA	EUR	220	SEK	2,332		4/10/19	$	1,750
BNP Paribas SA	EUR	475	PLN	2,044		4/08/19		(708	)
BNP Paribas SA	USD	1,060	CAD	1,409		3/07/19		11,533
BNP Paribas SA	USD	1,453	NZD	2,161		3/15/19		18,641
Citibank, NA	COP	842,174	USD	264		3/15/19		(8,875	)
Citibank, NA	CLP	226,003	USD	338		3/15/19		(6,588	)
Citibank, NA	JPY	59,747	USD	541		4/11/19		3,680
Citibank, NA	TWD	22,311	USD	726		3/15/19		1,929
Citibank, NA	GBP	1,260	USD	1,663		4/09/19		(11,374	)
Citibank, NA	EUR	1,081	USD	1,245		6/17/19		4,709
Citibank, NA	SEK	1,062	USD	115		4/12/19		(230	)
Citibank, NA	USD	529	GBP	401		4/09/19		3,656
Citibank, NA	USD	343	BRL	1,283		4/02/19		(2,362	)
Citibank, NA	USD	540	PLN	2,026		4/08/19		(4,427	)
Citibank, NA	USD	800	SEK	7,156		4/12/19		(22,630	)
Citibank, NA	USD	565	TWD	17,270		3/14/19		(5,004	)
Citibank, NA	USD	1,636	MXN	31,978		3/15/19		19,497
Citibank, NA	USD	789	RUB	52,778		6/17/19		311
Citibank, NA	USD	583	JPY	63,336		12/13/19		(1,378	)
Citibank, NA	USD	158	CLP	105,436		3/15/19		3,073
Credit Suisse International	CNY	4,639	USD	674		3/20/19		(18,269	)
Credit Suisse International	NOK	987	USD	115		4/12/19		(486	)
Credit Suisse International	EUR	437	USD	495		3/13/19		(2,640	)
Credit Suisse International	EUR	199	TRY	1,267		3/25/19		7,015
Credit Suisse International	USD	1,118	CAD	1,469		6/17/19		1,148
Credit Suisse International	USD	486	CNY	3,329		3/20/19		11,500
Credit Suisse International	USD	611	TRY	3,474		3/15/19		34,151
Credit Suisse International	USD	766	SEK	6,992		3/15/19		(8,297	)
Deutsche Bank AG	INR	15,944	USD	218		3/18/19		(6,267	)
Deutsche Bank AG	USD	290	INR	20,720		3/18/19		1,636
Goldman Sachs Bank USA	INR	23,055	USD	322		3/18/19		(2,876	)
Goldman Sachs Bank USA	INR	34,306	USD	486		3/18/19		2,517
Goldman Sachs Bank USA	BRL	1,757	USD	470		3/06/19		2,208
Goldman Sachs Bank USA	EUR	399	TRY	2,571		4/10/19		15,509
Goldman Sachs Bank USA	USD	465	BRL	1,757		3/06/19		3,197
Goldman Sachs Bank USA	USD	671	MYR	2,733		8/21/19		(2,610	)
Goldman Sachs Bank USA	USD	733	NOK	6,237		4/12/19		(3,102	)
Goldman Sachs Bank USA	USD	414	TWD	12,710		3/14/19		(2,000	)
Goldman Sachs Bank USA	USD	319	INR	22,593		3/18/19		(1,041	)
Goldman Sachs Bank USA	USD	1,048	RUB	70,907		3/15/19		25,385
Goldman Sachs Bank USA	USD	216	CLP	145,499		3/15/19		5,474
HSBC Bank USA	JPY	490,227	USD	4,442		4/11/19		30,383
HSBC Bank USA	INR	90,618	USD	1,246		3/18/19		(31,596	)
HSBC Bank USA	TWD	10,098	USD	330		3/14/19		2,439
HSBC Bank USA	USD	646	EUR	566		4/10/19		(435	)
HSBC Bank USA	USD	1,026	KRW	1,148,257		5/16/19		(3,206	)
JPMorgan Chase Bank, NA	CHF	1,149	USD	1,170		3/13/19		17,991
JPMorgan Chase Bank, NA	USD	237	PLN	890		4/08/19		(1,895	)
JPMorgan Chase Bank, NA	TRY	1,267	EUR	199		3/25/19		(7,014	)
JPMorgan Chase Bank, NA	USD	586	CNY	3,961		3/20/19		5,824
Morgan Stanley Capital Services, Inc.	JPY	634,557	USD	5,667		3/15/19		(31,044	)

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)
Morgan Stanley Capital Services, Inc.	INR	23,421	USD	327		3/18/19	$	(3,306	)
Morgan Stanley Capital Services, Inc.	NZD	903	USD	620		4/26/19		4,911
Morgan Stanley Capital Services, Inc.	PEN	827	USD	246		3/15/19		(4,369	)
Morgan Stanley Capital Services, Inc.	CNY	743	USD	107		3/20/19		(3,529	)
Morgan Stanley Capital Services, Inc.	USD	248	EUR	219		3/13/19		1,335
Morgan Stanley Capital Services, Inc.	USD	514	AUD	696		6/28/19		(19,366	)
Morgan Stanley Capital Services, Inc.	USD	327	TWD	10,091		3/14/19		127
Morgan Stanley Capital Services, Inc.	USD	385	INR	27,584		3/18/19		4,092
Morgan Stanley Capital Services, Inc.	USD	222	KRW	247,249		5/16/19		(1,919	)
Morgan Stanley Capital Services, Inc.	USD	275	COP	865,020		3/15/19		5,822
Natwest Markets PLC	COP	1,023,587	USD	329		3/15/19		(3,442	)
Natwest Markets PLC	CLP	103,921	USD	155		3/15/19		(3,839	)
Natwest Markets PLC	USD	250	TWD	7,604		3/14/19		(2,931	)
Natwest Markets PLC	USD	327	INR	23,172		3/18/19		68
Natwest Markets PLC	USD	569	CLP	372,514		3/15/19		(1,149	)
Natwest Markets PLC	USD	328	CLP	218,587		3/15/19		5,170
Natwest Markets PLC	USD	109	COP	337,212		3/15/19		(73	)
Natwest Markets PLC	USD	110	COP	340,981		3/15/19		1,063
Standard Chartered Bank	TWD	20,029	USD	650		3/14/19		(366	)
Standard Chartered Bank	INR	15,183	USD	214		3/18/19		(240	)
Standard Chartered Bank	TWD	22,164	USD	724		3/14/19		4,190
Standard Chartered Bank	CNY	3,963	USD	573		3/20/19		(18,813	)
Standard Chartered Bank	CAD	3,197	USD	2,417		3/07/19		(12,774	)
Standard Chartered Bank	USD	724	EUR	633		4/10/19		(2,464	)
Standard Chartered Bank	USD	317	CNY	2,194		3/20/19		10,318
State Street Bank & Trust Co.	JPY	48,630	USD	450		12/13/19		3,312
State Street Bank & Trust Co.	JPY	24,299	USD	221		4/11/19		2,127
State Street Bank & Trust Co.	EUR	13,923	USD	16,072		4/10/19		185,589
State Street Bank & Trust Co.	CZK	10,346	USD	462		3/15/19		2,800
State Street Bank & Trust Co.	THB	8,539	USD	274		6/17/19		2,332
State Street Bank & Trust Co.	THB	5,764	USD	180		3/15/19		(2,543	)
State Street Bank & Trust Co.	SEK	3,038	USD	330		4/12/19		(339	)
State Street Bank & Trust Co.	ZAR	2,328	USD	169		4/17/19		4,961
State Street Bank & Trust Co.	ZAR	2,092	USD	149		3/15/19		441
State Street Bank & Trust Co.	NOK	1,867	USD	219		4/12/19		606
State Street Bank & Trust Co.	ILS	1,739	USD	475		4/16/19		(5,618	)
State Street Bank & Trust Co.	TRY	873	USD	161		3/28/19		436
State Street Bank & Trust Co.	PLN	840	USD	220		4/08/19		(2,167	)
State Street Bank & Trust Co.	AUD	845	USD	599		4/23/19		(584	)
State Street Bank & Trust Co.	CAD	735	USD	551		3/07/19		(7,639	)
State Street Bank & Trust Co.	CHF	430	USD	441		3/15/19		9,076
State Street Bank & Trust Co.	EUR	1,506	USD	1,713		4/10/19		(5,594	)

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.	SGD	478	USD	352		4/17/19	$	(1,822	)
State Street Bank & Trust Co.	CHF	350	USD	358		3/13/19		6,112
State Street Bank & Trust Co.	AUD	697	USD	510		6/28/19		15,133
State Street Bank & Trust Co.	GBP	210	USD	270		6/17/19		(9,781	)
State Street Bank & Trust Co.	PLN	152	USD	41		4/08/19		342
State Street Bank & Trust Co.	TRY	119	USD	22		3/28/19		(493	)
State Street Bank & Trust Co.	GBP	92	USD	121		4/09/19		(1,488	)
State Street Bank & Trust Co.	EUR	176	USD	202		3/15/19		1,547
State Street Bank & Trust Co.	GBP	139	USD	179		3/15/19		(5,578	)
State Street Bank & Trust Co.	EUR	62	USD	70		3/15/19		(238	)
State Street Bank & Trust Co.	EUR	50	USD	57		6/17/19		(71	)
State Street Bank & Trust Co.	MXN	34	USD	2		3/22/19		4
State Street Bank & Trust Co.	EUR	11	USD	13		6/17/19		4
State Street Bank & Trust Co.	USD	859	EUR	747		4/10/19		(6,850	)
State Street Bank & Trust Co.	USD	113	GBP	88		3/15/19		3,427
State Street Bank & Trust Co.	EUR	118	PLN	509		4/10/19		191
State Street Bank & Trust Co.	USD	193	EUR	168		3/15/19		(1,939	)
State Street Bank & Trust Co.	USD	219	EUR	194		3/13/19		1,856
State Street Bank & Trust Co.	USD	216	CHF	212		3/13/19		(3,583	)
State Street Bank & Trust Co.	USD	248	EUR	219		4/10/19		1,525
State Street Bank & Trust Co.	CHF	221	SEK	2,057		4/12/19		1,514
State Street Bank & Trust Co.	USD	304	EUR	267		6/17/19		2,018
State Street Bank & Trust Co.	USD	321	EUR	281		4/08/19		(99	)
State Street Bank & Trust Co.	EUR	299	GBP	264		4/10/19		8,839
State Street Bank & Trust Co.	USD	330	CHF	329		3/13/19		72
State Street Bank & Trust Co.	USD	694	CAD	921		3/07/19		6,185
State Street Bank & Trust Co.	USD	244	NZD	358		4/26/19		118
State Street Bank & Trust Co.	USD	402	CAD	534		3/15/19		3,452
State Street Bank & Trust Co.	USD	394	AUD	552		4/23/19		(1,447	)
State Street Bank & Trust Co.	USD	106	TRY	568		3/28/19		(1,172	)
State Street Bank & Trust Co.	USD	105	TRY	570		3/28/19		527
State Street Bank & Trust Co.	USD	221	ILS	799		4/16/19		293
State Street Bank & Trust Co.	PLN	837	EUR	193		4/08/19		(700	)
State Street Bank & Trust Co.	SEK	1,531	NOK	1,414		4/12/19		(724	)
State Street Bank & Trust Co.	TRY	1,747	EUR	282		4/10/19		1,598
State Street Bank & Trust Co.	USD	155	ZAR	2,092		3/15/19		(6,639	)
State Street Bank & Trust Co.	USD	169	ZAR	2,328		4/17/19		(4,199	)
State Street Bank & Trust Co.	USD	333	NOK	2,840		4/12/19		(848	)
State Street Bank & Trust Co.	USD	375	SEK	3,358		4/12/19		(10,145	)
State Street Bank & Trust Co.	USD	377	CZK	8,529		3/15/19		1,206
State Street Bank & Trust Co.	USD	123	JPY	13,489		4/11/19		(1,215	)
State Street Bank & Trust Co.	USD	150	JPY	16,834		3/15/19		902
							$	158,938

48    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

CURRENCY OPTIONS WRITTEN (see Note D)

Description/ Counterparty	Exercise Price		Expiration Month		Contracts		Notional Amount (000)		Premiums Received		U.S. $ Value
Call
AUD vs. USD/ Morgan Stanley Capital Services LLC(l)	AUD	1.280		06/2019		1,529,000	AUD	1,529	$	15,874	$	(726	)
Put
TRY vs. EUR/ JPMorgan Chase Bank, NA(l)	TRY	6.990		03/2019		3,290,877	TRY	3,291		6,951		(434	)
									$	22,825	$	(1,160	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
iTraxxx Australia Series 30, 5 Year Index, 12/20/23*		(1.00	)%		Quarterly		0.69	%	USD	1,200	$	(19,067	)	$	(12,430	)	$	(6,637	)
Sale Contracts
CDX-NAIG Series 28, 5 Year Index, 6/20/22*		1.00			Quarterly		0.43		USD	15,820		315,206			211,723			103,483
CDX-NAIG Series 31, 5 Year Index, 12/20/23*		1.00			Quarterly		0.60		USD	1,200		23,761			20,238			3,523
iTraxxx Europe Series 27, 5 Year Index, 6/20/22*		1.00			Quarterly		0.33		EUR	6,710		184,992			118,819			66,173
iTraxxx Europe Series 29, 5 Year Index, 6/20/23*		1.00			Quarterly		0.51		EUR	240		6,226			5,436			790
											$	511,118		$	343,786		$	167,332

* Termination date

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    49

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	5,350		9/10/20		3 Month LIBOR		2.824%		Quarterly/ Semi-Annual	$	53,351		$	—	$	53,351
USD	2,220		9/10/23		3 Month LIBOR		2.883%		Quarterly/ Semi-Annual		48,135			—		48,135
EUR	1,650		1/15/24		6 Month EURIBOR		0.201%		Semi-Annual/ Annual		5,806			—		5,806
NOK	26,230		1/11/29		6 Month NIBOR		2.100%		Semi-Annual/ Annual		6,539			—		6,539
SEK	25,620		1/11/29		3 Month STIBOR		1.080%		Quarterly/ Annual		25,210			—		25,210
CHF	2,720		1/11/29		6 Month LIBOR		0.299%		Semi-Annual/ Annual		22,065			—		22,065
NZD	690		1/11/29		3 Month BKBM		2.653%		Quarterly/ Semi-Annual		8,192			—		8,192
USD	1,010		9/10/48		3 Month LIBOR		2.980%		Semi-Annual/ Quarterly		(29,865	)		—		(29,865	)
										$	139,433		$	—	$	139,433

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00	%		Monthly		2.69	%	USD	1,529	$	(31,243	)	$	(29,447	)	$	(1,796	)
Deutsche Bank AG
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		2.69			370		(7,560	)		(15,405	)		7,845
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		2.69			53		(1,083	)		(508	)		(575	)
Goldman Sachs International
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		2.69			56		(1,145	)		(409	)		(736	)

50    ^|    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 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00	%		Monthly		2.69	%	USD	55	$	(1,123	)	$	(338	)	$	(785	)
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		2.69			111		(2,268	)		(640	)		(1,628	)
Morgan Stanley & Co. International PLC
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		2.69			6		(122	)		(113	)		(9	)
											$	(44,544	)	$	(46,860	)	$	2,316

* 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		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	USD	6,116	7/31/21		2.230	%		CPI	#		Maturity	$	(85,630	)
Bank of America, NA	USD	3,994	7/31/21		2.230	%		CPI	#		Maturity		(55,920	)
Barclays Bank PLC	USD	23,020	7/18/22		1.937	%		CPI	#		Maturity		91,973
Goldman Sachs International	USD	1,230	1/18/23		2.206	%		CPI	#		Maturity		(13,919	)
												$	(63,496	)

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

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Payment Frequency	Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Citibank, NA
CGABROE3(1)		44,140	LIBOR Plus 0.20%	Quarterly	USD	4,841		1/15/20	$	14,311

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    51

PORTFOLIO OF INVESTMENTS(continued)

Counterparty & Referenced Obligation

# of Shares or Units

Rate Paid/ Received

Payment Frequency

Notional Amount (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Goldman Sachs International

GSABLJHB(2)

2,760,485

LIBOR Plus 0.20%

Quarterly

JPY

227,381

2/17/20

$

44,608

JPMorgan Chase Bank, NA

JPQABACP

10,897

0.17%

Maturity

USD

1,024

6/17/19

(55,725

)

Pay Total Return on Reference Obligation

Citibank, NA

Russell 1000 Index Total Return

548

LIBOR Plus 0.24%

Quarterly

USD

4,819

11/15/19

(11,733

)

Goldman Sachs & Co.

BB&T Corp.

1,872

LIBOR Minus 0.30%

Monthly

USD

94

1/05/21

(1,268

)

BB&T Corp.

3,749

LIBOR Plus 0.35%

Monthly

USD

186

1/05/21

(5,245

)

Chemical Financial Corp.

6,015

LIBOR Minus 0.30%

Monthly

USD

272

1/05/21

(2,827

)

Entegris, Inc.

912

LIBOR Minus 0.30%

Monthly

USD

30

1/05/21

(2,099

)

Entegris, Inc.

2,644

LIBOR Minus 0.30%

Monthly

USD

88

1/05/21

(4,835

)

Entegris, Inc.

2,942

LIBOR Plus 0.30%

Annual

USD

97

1/05/21

(6,343

)

Goldman Sachs International

GSABSJHB(3)

2,760,485

LIBOR Minus 0.20%

Quarterly

JPY

242,481

2/17/20

(36,398

)

Morgan Stanley Capital Services LLC

Amcor Ltd.

26,989

BBR Plus 0.50%

Monthly

AUD

367

1/27/21

(27,452

)

Ameris Bancorp

483

LIBOR Minus 0.30%

Monthly

USD

20

1/27/21

150

Ameris Bancorp

130

LIBOR Minus 0.30%

Annual

USD

5

1/27/21

– 0

–

Bristol-Myers Squibb Co.

3,172

LIBOR Plus 0.30%

Annual

USD

156

1/27/21

(7,550

)

Encana Corp.

39,648

LIBOR Plus 0.30%

Monthly

USD

270

1/27/21

(16,284

)

Fidelity National Financial, Inc.

582

LIBOR Minus 0.30%

Monthly

USD

21

1/27/21

265

Fidelity National Financial, Inc.

1,606

LIBOR Minus 0.30%

Monthly

USD

56

1/27/21

33

Fidelity National Financial, Inc.

157

LIBOR Minus 0.30%

Monthly

USD

6

1/27/21

6

52    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Payment Frequency		Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Fidelity National Financial, Inc.		220	LIBOR Minus 0.30%		Monthly	USD	8		1/27/21	$	(89	)
Fidelity National Financial, Inc.		658	LIBOR Minus 0.30%		Monthly	USD	23		1/27/21		(214	)
Fiserv, Inc.		3,302	LIBOR Plus 0.30%		Annual	USD	275		1/27/21		(3,666	)
Harris Corp.		1,783	LIBOR Plus 0.30%		Annual	USD	252		1/27/21		(41,475	)
II-VI, Inc.		204	LIBOR Minus 0.30%		Monthly	USD	8		1/27/21		(761	)
II-VI, Inc.		808	LIBOR Minus 0.30%		Monthly	USD	31		1/27/21		(3,269	)
II-VI, Inc.		1,562	LIBOR Plus 0.30%		Annual	USD	53		1/27/21		(13,427	)
Independent Bank Corp.		325	LIBOR Plus 0.30%		Monthly	USD	26		1/27/21		(1,968	)
Independent Bank Corp.		1,505	LIBOR Plus 0.30%		Annual	USD	118		1/27/21		(10,151	)
KLA Corp.		1,164	LIBOR Plus 0.30%		Annual	USD	114		1/27/21		(20,549	)
Newmont Mining Corp.		1,048	LIBOR Minus 0.30%		Monthly	USD	35		1/27/21		(287	)
Newmont Mining Corp.		7,613	LIBOR Plus 0.30%		Annual	USD	251		1/27/21		(8,297	)
T-Mobile US, Inc.		3,615	LIBOR Plus 0.30%		Annual	USD	246		1/27/21		(14,012	)
Tivity Health, Inc.		1,134	LIBOR Plus 0.30%		Monthly	USD	25		1/27/21		701
UBS AG
FTSE EPRANAREIT Developed Real Estate Index		191	LIBOR Plus 0.17%		Quarterly	USD	896		1/15/20		(105,429	)
										$	(341,279	)

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
Bank of America, NA
Russell 2000 Index 4/18/19*		25.10	%		Maturity	USD	192	$	(114,498	)	$	– 0	–	$	(114,498	)
Citibank, NA
Nasdaq 100 Stock Index 5/17/19*		20.90			Maturity	USD	120		(21,136	)		– 0	–		(21,136	)
S&P 500 Index 5/17/19*		17.60			Maturity	USD	143		(17,825	)		– 0	–		(17,825	)
JPMorgan Chase Bank, NA
S&P/ASX 200 Index 4/18/19*		17.69			Maturity	AUD	128		(69,837	)		– 0	–		(69,837	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    53

PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)		Market Value			Upfront Premiums (Paid) Received			Unrealized Appreciation/ (Depreciation)
UBS AG
S&P/ASX 200 Index 5/16/19*		14.75	%		Maturity	AUD	136	$	(27,470	)	$	– 0	–	$	(27,470	)
Sale Contracts
Citibank, NA
Nasdaq 100 Stock Index 3/15/19*		18.55			Maturity	USD	67		34,713			– 0	–		34,713
Russell 2000 Index 3/15/19*		16.65			Maturity	USD	107		42,893			– 0	–		42,893
Russell 2000 Index 4/18/19*		17.55			Maturity	USD	134		23,610			– 0	–		23,610
S&P 500 Index 3/15/19*		15.00			Maturity	USD	24		9,848			– 0	–		9,848
JPMorgan Chase Bank, NA
S&P/ASX 200 Index 3/21/19*		12.90			Maturity	AUD	45		18,980			– 0	–		18,980
UBS AG
S&P/ASX 200 Index 4/18/19*		13.65			Maturity	AUD	98		23,623			– 0	–		23,623
								$	(97,099	)	$	– 0	–	$	(97,099	)

* Termination date

** Notional amount less than 500.

(a) Non-income producing security.

(b) 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 28, 2019, the aggregate market value of these securities amounted to $22,578,453 or 12.4% of net assets.

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

(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.

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

(g) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at February 28, 2019.

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

(i) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 28, 2019.

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

(k) The rate shown represents the7-day yield as of period end.

(l) One contract relates to 1 share.

54    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Currency Abbreviation:

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

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

UYU – Uruguayan Peso

ZAR – South African Rand

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ARMs – Adjustable Rate Mortgages

ASX – Australian Stock Exchange

BBR – Bank of England Base Rate

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

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

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

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

CPI – Consumer Price Index

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

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

OSE – Osaka Securities Exchange

PJSC – Public Joint Stock Company

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    55

PORTFOLIO OF INVESTMENTS(continued)

(1) The following table represents the 50 largest equity basket holdings underlying the total return swap with CGABROE3 as of February 28, 2019.

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Progressive Corp. (The)		184,259	$	13,450,898		2.8	%
Discover Financial Services		181,215		13,047,448		2.7	%
Apple, Inc.		74,395		12,870,408		2.6	%
Facebook, Inc.		78,838		12,692,844		2.6	%
Exxon Mobil Corp.		155,603		12,292,645		2.5	%
T Rowe Price Group, Inc.		121,897		12,189,749		2.5	%
TJX Cos, Inc. (The)		238,197		12,148,058		2.5	%
Ross Stores, Inc.		127,799		12,140,928		2.5	%
Visa, Inc.		81,977		12,132,626		2.5	%
3M Co.		58,569		12,123,781		2.5	%
PepsiCo, Inc.		101,018		11,718,139		2.4	%
Pfizer, Inc.		260,111		11,184,755		2.3	%
UnitedHealth Group, Inc.		46,100		11,156,114		2.3	%
Comcast Corp.		270,214		10,538,351		2.2	%
Walt Disney Co. (The)		87,376		9,873,439		2.0	%
Linde PLC		54,749		9,471,539		1.9	%
Accenture PLC		55,941		9,006,452		1.9	%
Texas Instruments, Inc.		84,426		8,949,140		1.8	%
American Tower Corp.		47,930		8,435,712		1.7	%
Las Vegas Sands Corp.		137,999		8,417,923		1.7	%
Biogen, Inc.		25,440		8,344,320		1.7	%
MarketAxess Holdings, Inc.		33,151		8,088,753		1.7	%
Netflix, Inc.		22,567		8,078,911		1.7	%
Costco Wholesale Corp.		34,411		7,536,030		1.6	%
Automatic Data Processing, Inc.		46,848		7,167,807		1.5	%
Ulta Beauty, Inc.		22,107		6,897,305		1.4	%
SEI Investments Co.		130,120		6,896,338		1.4	%
Illumina, Inc.		21,764		6,812,090		1.4	%
Zoetis, Inc.		71,769		6,746,302		1.4	%
Erie Indemnity Co.		33,585		5,978,104		1.2	%
Edwards Lifesciences Corp.		34,995		5,914,207		1.2	%
Regeneron Pharmaceuticals, Inc.		13,294		5,729,741		1.2	%
Credit Acceptance Corp.		12,835		5,647,422		1.2	%
Eaton Vance Corp.		132,963		5,584,448		1.1	%
Applied Materials, Inc.		142,170		5,402,465		1.1	%
Align Technology, Inc.		20,203		5,232,561		1.1	%
Lam Research Corp.		29,134		5,127,623		1.1	%
ON Semiconductor Corp.		230,075		4,831,580		1.0	%
Paychex, Inc.		60,216		4,636,596		1.0	%
Dominion Energy, Inc.		61,872		4,578,526		0.9	%
Paycom Software, Inc.		24,252		4,413,938		0.9	%
Cintas Corp.		21,036		4,354,390		0.9	%
Fastenal Co.		68,338		4,305,268		0.9	%
Laboratory Corp. of America Holdings		28,838		4,267,951		0.9	%
NVR, Inc.		1,596		4,181,628		0.9	%
Broadridge Financial Solutions		40,620		4,102,590		0.8	%
CDW Corp./DE		42,638		4,007,961		0.8	%
F5 Networks, Inc.		23,675		3,977,409		0.8	%

56    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Exelon Corp.		79,304	$	3,885,910		0.8	%
Fair Isaac Corp.		15,447		3,830,853		0.8	%
Other		1,576,495		95,625,583		19.7	%

(2) The following table represents the 50 largest equity basket holdings underlying the total return swap with GSABLJHB as of February 28, 2019.

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Sumitomo Dainippon Pharma Co., Ltd.		1,617	JPY	4,442,480		1.9	%
FamilyMart UNY Holdings Co., Ltd.		1,288		4,089,104		1.7	%
Eisai Co., Ltd.		412		3,787,555		1.6	%
Kikkoman Corp.		623		3,451,545		1.5	%
Suzuken Co., Ltd./Aichi Japan		544		3,320,968		1.4	%
Alfresa Holdings Corp.		993		3,203,606		1.4	%
Fast Retailing Co., Ltd.		60		3,148,803		1.3	%
Medipal Holdings Corp.		1,191		3,091,950		1.3	%
Showa Shell Sekiyu KK		1,805		3,014,573		1.3	%
TIS, Inc.		573		2,969,125		1.3	%
Shiseido Co., Ltd.		402		2,952,427		1.3	%
Tokyo Gas Co., Ltd.		957		2,934,591		1.3	%
Sumitomo Realty & Development		663		2,761,033		1.2	%
Dai Nippon Printing Co., Ltd.		1,058		2,728,469		1.2	%
Sony Financial Holdings, Inc.		1,288		2,712,046		1.2	%
Konica Minolta, Inc.		2,483		2,681,190		1.2	%
Taiyo Nippon Sanso Corp.		1,699		2,671,854		1.1	%
Mitsui Fudosan Co., Ltd.		1,006		2,654,905		1.1	%
Mitsubishi Estate Co., Ltd.		1,359		2,599,488		1.1	%
Yokogawa Electric Corp.		1,204		2,580,474		1.1	%
Sompo Holdings, Inc.		616		2,561,255		1.1	%
Nichirei Corp.		912		2,527,404		1.1	%
SoftBank Group Corp.		245		2,520,721		1.1	%
Iida Group Holdings Co., Ltd.		1,226		2,493,576		1.1	%
Marui Group Co., Ltd.		1,272		2,492,142		1.1	%
Kyowa Hakko Kirin Co., Ltd.		1,144		2,431,338		1.0	%
Electric Power Development Co.		871		2,425,278		1.0	%
Casio Computer Co., Ltd.		1,596		2,412,128		1.0	%
Hitachi Capital Corp.		912		2,406,202		1.0	%
SBI Holdings, Inc./Japan		1,026		2,405,217		1.0	%
Nippon Electric Glass Co., Ltd.		793		2,386,697		1.0	%
Toyoda Gosei Co., Ltd.		942		2,374,783		1.0	%
Nippon Express Co., Ltd.		361		2,374,055		1.0	%
Sumitomo Heavy Industries Ltd.		616		2,348,722		1.0	%
Toyota Tsusho Corp.		660		2,332,124		1.0	%
TDK Corp.		265		2,305,284		1.0	%
Yokohama Rubber Co., Ltd. (The)		1,011		2,296,894		1.0	%
Kirin Holdings Co., Ltd.		921		2,292,024		1.0	%
Sanwa Holdings Corp.		1,773		2,289,114		1.0	%
Oji Holdings Corp.		3,458		2,288,931		1.0	%
Isuzu Motors Ltd.		1,434		2,288,641		1.0	%
Trend Micro, Inc./Japan		416		2,281,555		1.0	%
Idemitsu Kosan Co., Ltd.		576		2,275,070		1.0	%

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    57

PORTFOLIO OF INVESTMENTS(continued)

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
NGK Spark Plug Co., Ltd.		956		JPY      2,261,610		1.0	%
Fukuoka Financial Group, Inc.		938		2,258,295		1.0	%
Keikyu Corp.		1,223		2,256,809		1.0	%
Fuji Electric Co., Ltd.		642		2,246,829		1.0	%
Kose Corp.		124		2,228,374		1.0	%
DIC Corp.		626		2,216,892		1.0	%
Kyocera Corp.		359		2,204,145		0.9	%
Other		64,421		100,071,729		43.1	%

(3) The following table represents the 50 largest equity basket holdings underlying the total return swap with GSABSJHB as of February 28, 2019.

Security Description	Shares			Notional Value as of 2/28/19			Percent of Basket’s Value
Keihan Holdings Co., Ltd.		(811	)	JPY	(3,738,292	)		(1.5	%)
Asahi Intecc Co., Ltd.		(692	)		(3,701,942	)		(1.5	%)
Bandai Namco Holdings, Inc.		(745	)		(3,532,322	)		(1.4	%)
Nissan Chemical Corp.		(620	)		(3,483,482	)		(1.4	%)
Kyushu Railway Co.		(820	)		(3,125,090	)		(1.3	%)
Oriental Land Co., Ltd./Japan		(255	)		(3,121,482	)		(1.3	%)
Astellas Pharma, Inc.		(1,759	)		(3,021,601	)		(1.2	%)
Ezaki Glico Co., Ltd.		(525	)		(2,962,327	)		(1.2	%)
Azbil Corp.		(1,148	)		(2,822,603	)		(1.1	%)
West Japan Railway Co.		(336	)		(2,817,436	)		(1.1	%)
McDonald’s Holdings Co. Japan Ltd.		(562	)		(2,803,023	)		(1.1	%)
Marubeni Corp.		(3,396	)		(2,699,592	)		(1.1	%)
KDDI Corp.		(1,000	)		(2,687,951	)		(1.1	%)
SCSK Corp.		(535	)		(2,604,259	)		(1.1	%)
Park24 Co., Ltd.		(969	)		(2,592,330	)		(1.1	%)
MEIJI Holdings Co., Ltd.		(290	)		(2,560,330	)		(1.0	%)
NTT DOCOMO, Inc.		(986	)		(2,555,678	)		(1.0	%)
Japan Post Insurance Co., Ltd.		(996	)		(2,508,308	)		(1.0	%)
Nippon Telegraph & Telephone Corp.		(518	)		(2,487,509	)		(1.0	%)
Fuji Media Holdings, Inc.		(1,502	)		(2,448,836	)		(1.0	%)
Japan Airlines Co., Ltd.		(595	)		(2,420,055	)		(1.0	%)
Daito Trust Construction Co., Ltd.		(156	)		(2,403,280	)		(1.0	%)
Tobu Railway Co., Ltd.		(768	)		(2,388,788	)		(1.0	%)
ANA Holdings, Inc.		(576	)		(2,380,934	)		(1.0	%)
Otsuka Holdings Co., Ltd.		(506	)		(2,349,712	)		(1.0	%)
Zenkoku Hosho Co., Ltd.		(568	)		(2,327,535	)		(0.9	%)
Rakuten, Inc.		(2,647	)		(2,318,620	)		(0.9	%)
Nissan Motor Co., Ltd.		(2,398	)		(2,306,932	)		(0.9	%)
Japan Post Bank Co., Ltd.		(1,846	)		(2,294,842	)		(0.9	%)
Makita Corp.		(558	)		(2,200,957	)		(0.9	%)
Hoshizaki Corp.		(288	)		(2,172,337	)		(0.9	%)
Nihon M&A Center, Inc.		(772	)		(2,170,710	)		(0.9	%)
Japan Tobacco, Inc.		(766	)		(2,170,173	)		(0.9	%)
Canon, Inc.		(673	)		(2,155,313	)		(0.9	%)
Yamaguchi Financial Group, Inc.		(2,075	)		(2,153,514	)		(0.9	%)
Teijin Ltd.		(1,127	)		(2,104,208	)		(0.9	%)
Nitori Holdings Co., Ltd.		(149	)		(2,063,407	)		(0.8	%)
Rinnai Corp.		(273	)		(2,048,343	)		(0.8	%)

58    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Security Description	Shares			Notional Value as of 2/28/19			Percent of Basket’s Value
Takeda Pharmaceutical Co., Ltd.		(446	)		JPY      (1,992,752	)		(0.8	%)
Aozora Bank Ltd.		(617	)		(1,981,826	)		(0.8	%)
Shimamura Co., Ltd.		(209	)		(1,971,154	)		(0.8	%)
Toray Industries, Inc.		(2,539	)		(1,970,525	)		(0.8	%)
Ono Pharmaceutical Co., Ltd.		(858	)		(1,962,021	)		(0.8	%)
Kansai Paint Co., Ltd.		(957	)		(1,958,596	)		(0.8	%)
Ryohin Keikaku Co., Ltd.		(70	)		(1,854,421	)		(0.8	%)
Sumitomo Metal Mining Co., Ltd.		(568	)		(1,852,646	)		(0.8	%)
Seria Co., Ltd.		(491	)		(1,849,755	)		(0.8	%)
Sundrug Co., Ltd.		(530	)		(1,808,349	)		(0.7	%)
Hikari Tsushin, Inc.		(90	)		(1,792,981	)		(0.7	%)
Aeon Co., Ltd.		(758	)		(1,777,930	)		(0.7	%)
Other		(46,548	)		(125,034,304	)		(50.7	%)

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    59

STATEMENT OF ASSETS & LIABILITIES

February 28, 2019(unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $120,046,106)	$	126,455,393	(a)
Affiliated issuers (cost $59,846,013—including investment of cash collateral for securities loaned of $2,905,070)		58,023,884
Cash collateral due from broker		2,717,601
Foreign currencies, at value (cost $638,013)		641,013
Receivable for investment securities sold and foreign currency transactions		1,385,065
Unrealized appreciation on forward currency exchange contracts		629,923
Unaffiliated interest and dividends receivable		420,616
Unrealized appreciation on variance swaps		153,667
Affiliated dividends receivable		115,315
Unrealized appreciation on inflation swaps		91,973
Unrealized appreciation on total return swaps		60,074
Receivable for shares of beneficial interest sold		5,545
Other assets		73,413
Total assets		190,773,482
Liabilities
Due to custodian		13,667
Options written, at value (premiums received $22,825)		1,160
Payable for investment securities purchased and foreign currency transactions		3,699,727
Payable for collateral received on securities loaned		2,905,070
Unrealized depreciation on forward currency exchange contracts		470,985
Unrealized depreciation on total return swaps		401,353
Unrealized depreciation on variance swaps		250,766
Payable for shares of beneficial interest redeemed		219,413
Unrealized depreciation on inflation swaps		155,469
Payable for variation margin on futures		84,647
Payable for variation margin on centrally cleared swaps		82,560
Advisory fee payable		55,604
Distribution fee payable		45,787
Market value on credit default swaps (net premiums received $46,860)		44,544
Transfer Agent fee payable		16,544
Payable for terminated total return swaps		12,120
Trustees’ fees payable		6,294
Accrued expenses and other liabilities		120,802
Total liabilities		8,586,512
Net Assets	$	182,186,970
Composition of Net Assets
Shares of beneficial interest, at par	$	152
Additionalpaid-in capital		179,575,311
Distributable earnings		2,611,507
	$	182,186,970

(a) Includes securities on loan with a value of $2,822,498 (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	$	145,806,922		12,143,731	$	12.01	*
B	$	839,683		68,435	$	12.27
C	$	18,575,519		1,549,361	$	11.99
Advisor	$	6,454,168		535,461	$	12.05
R	$	4,193,225		348,618	$	12.03
K	$	6,307,562		526,215	$	11.99
I	$	9,891		812	$	12.18

* The maximum offering price per share for Class A shares was $12.54 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    61

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2019(unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $14,872)	$	663,053
Affiliated issuers		1,192,533
Interest (net of foreign taxes withheld of $301)		558,512
Securities lending income		15,235
Other income		110		$	2,429,443
Expenses
Advisory fee (see Note B)		511,695
Distribution fee—Class A		185,726
Distribution fee—Class B		4,651
Distribution fee—Class C		96,449
Distribution fee—Class R		9,654
Distribution fee—Class K		7,934
Transfer agency—Class A		79,921
Transfer agency—Class B		612
Transfer agency—Class C		10,748
Transfer agency—Advisor Class		3,787
Transfer agency—Class R		4,854
Transfer agency—Class K		6,348
Transfer agency—Class I		6
Custodian		106,638
Registration fees		43,131
Audit and tax		41,381
Printing		25,113
Legal		22,449
Trustees’ fees		12,439
Miscellaneous		16,960
Total expenses before bank overdraft expense		1,190,496
Bank overdraft expense		5,148
Total expenses		1,195,644
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(180,569	)
Net expenses					1,015,075
Net investment income					1,414,368

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	$	(2,306,897	)
Investment transactions(a)		1,391,880
Forward currency exchange contracts		350,575
Futures		121,338
Options written		(404,526	)
Swaps		427,078
Foreign currency transactions		221,955
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios		(127,177	)
Investments		(1,896,882	)
Forward currency exchange contracts		(217,156	)
Futures		668,256
Options written		(22,108	)
Swaps		(672,616	)
Foreign currency denominated assets and liabilities		3,092
Net loss on investment and foreign currency transactions		(2,463,188	)
Net Decrease in Net Assets from Operations	$	(1,048,820	)

(a) Net of foreign capital gains taxes of $588.

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    63

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,414,368		$	2,782,199
Net realized loss on investment transactions		(198,597	)		(1,265,904	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(2,264,591	)		3,117,869
Net increase (decrease) in net assets from operations		(1,048,820	)		4,634,164
Distributions to Shareholders*
Class A		(1,166,247	)		(9,850,368	)
Class B		– 0	–		(56,946	)
Class C		– 0	–		(1,498,377	)
Advisor Class		(74,104	)		(525,912	)
Class R		(15,968	)		(213,832	)
Class K		(44,323	)		(384,932	)
Class I		(105	)		(1,841	)
Return of capital
Class A		– 0	–		(2,552,102	)
Class B		– 0	–		(13,216	)
Class C		– 0	–		(350,112	)
Advisor Class		– 0	–		(137,962	)
Class R		– 0	–		(53,905	)
Class K		– 0	–		(99,145	)
Class I		– 0	–		(452	)
Transactions in Shares of Beneficial Interest
Net decrease		(18,476,090	)		(24,160,136	)
Total decrease		(20,825,657	)		(35,265,074	)
Net Assets
Beginning of period		203,012,627			238,277,701
End of period	$	182,186,970		$	203,012,627

* The prior year’s amounts have been reclassified to conform with the current year’s presentation. See Note J, Recent Accounting Pronouncements, in the Notes to Financial Statements for more information.

See notes to financial statements.

64    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS

February 28, 2019(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 B, Class C, Advisor Class, Class R, Class K and Class I shares. Class T shares have been authorized but currently are not offered. Class A shares are sold with afront-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, 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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    65

NOTES TO FINANCIAL STATEMENTS(continued)

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 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

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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 innon-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.)

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

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

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

Other fixed income investments, includingnon-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 28, 2019:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	13,182,705		$	1,724,497		$	– 0	–	$	14,907,202
Financials		7,292,099			4,460,339			– 0	–		11,752,438
Health Care		8,672,700			1,435,553			– 0	–		10,108,253
Consumer Discretionary		7,398,333			1,071,855			– 0	–		8,470,188
Industrials		4,673,681			2,509,841			– 0	–		7,183,522
Communication Services		4,697,306			2,250,490			– 0	–		6,947,796
Consumer Staples		1,826,341			1,709,374			– 0	–		3,535,715
Energy		1,277,670			1,080,512			– 0	–		2,358,182
Materials		1,203,271			818,467			– 0	–		2,021,738
Utilities		651,598			896,274			– 0	–		1,547,872
Real Estate		731,577			783,869			– 0	–		1,515,446
Investment Companies		45,188,991			– 0	–		– 0	–		45,188,991
Governments – Treasuries		– 0	–		16,402,396			– 0	–		16,402,396
Corporates – Investment Grade		– 0	–		11,516,538			– 0	–		11,516,538
Inflation-Linked Securities		– 0	–		9,117,852			– 0	–		9,117,852

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NOTES TO FINANCIAL STATEMENTS(continued)

Investments in Securities:

Level 1

Level 2

Level 3

Total

Mortgage Pass-Throughs

$

– 0

–

$

6,497,284

$

– 0

–

$

6,497,284

Covered Bonds

– 0

–

2,484,440

– 0

–

2,484,440

Commercial Mortgage-Backed Securities

– 0

–

1,471,166

160,009

1,631,175

Collateralized Mortgage Obligations

– 0

–

1,310,920

30,342

1,341,262

Collateralized Loan Obligations

– 0

–

– 0

–

1,238,038

1,238,038

Asset-Backed Securities

– 0

–

680,920

370,698

1,051,618

Governments – Sovereign Bonds

– 0

–

948,544

– 0

–

948,544

Supranationals

– 0

–

356,152

– 0

–

356,152

Local Governments – US Municipal Bonds

– 0

–

241,723

– 0

–

241,723

Quasi-Sovereigns

– 0

–

197,403

– 0

–

197,403

Local Governments – Provincial Bonds

– 0

–

152,698

– 0

–

152,698

Corporates –Non-Investment Grade

– 0

–

137,833

– 0

–

137,833

Options Purchased – Puts

– 0

–

11,336

– 0

–

11,336

Options Purchased – Calls

– 0

–

1,212

– 0

–

1,212

Short-Term Investments

12,709,360

– 0

–

– 0

–

12,709,360

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

2,905,070

– 0

–

– 0

–

2,905,070

Total Investments in Securities

112,410,702

70,269,488

1,799,087

184,479,277

Other Financial Instruments(a):

Assets:

Futures

789,873

121,503

– 0

–

911,376

(b)

Forward Currency Exchange Contracts

– 0

–

629,923

– 0

–

629,923

Centrally Cleared Credit Default Swaps

– 0

–

530,185

– 0

–

530,185

(b)

Centrally Cleared Interest Rate Swaps

– 0

–

169,298

– 0

–

169,298

(b)

Inflation (CPI) Swaps

– 0

–

91,973

– 0

–

91,973

Total Return Swaps

– 0

–

60,074

– 0

–

60,074

Variance Swaps

– 0

–

153,667

– 0

–

153,667

Liabilities:

Futures

(1,226,817

)

(240,945

)

– 0

–

(1,467,762

)(b)

Forward Currency Exchange Contracts

– 0

–

(470,985

)

– 0

–

(470,985

)

Currency Options Written

– 0

–

(1,160

)

– 0

–

(1,160

)

Centrally Cleared Credit Default Swaps

– 0

–

(19,067

)

– 0

–

(19,067

)(b)

Centrally Cleared Interest Rate Swaps

– 0

–

(29,865

)

– 0

–

(29,865

)(b)

Credit Default Swaps

– 0

–

(44,544

)

– 0

–

(44,544

)

Inflation (CPI) Swaps

– 0

–

(155,469

)

– 0

–

(155,469

)

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NOTES TO FINANCIAL STATEMENTS(continued)

Investments in Securities:	Level 1			Level 2			Level 3			Total
Total Return Swaps	$	– 0	–	$	(401,353	)	$	– 0	–	$	(401,353	)
Variance Swaps		– 0	–		(250,766	)		– 0	–		(250,766	)
Total(c)	$	111,973,758		$	70,411,957		$	1,799,087		$	184,184,802

(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) There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

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

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

	Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations			Collateralized Loan Obligations
Balance as of 8/31/18	$	9,382		$	30,393		$	749,998
Accrued discounts/(premiums)		– 0	–		60			– 0	–
Realized gain (loss)		65			– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(337	)		(111	)		(11,882	)
Purchases/Payups		160,281			– 0	–		249,922
Sales/Paydowns		(9,382	)		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		250,000
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 2/28/19	$	160,009		$	30,342		$	1,238,038
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(a)	$	(272	)	$	(111	)	$	(11,882	)
	Asset-Backed Securities			Total
Balance as of 8/31/18	$	388,628		$	1,178,401
Accrued discounts/(premiums)		10			70
Realized gain (loss)		24			89
Change in unrealized appreciation/depreciation		1,964			(10,366	)
Purchases/Payups		– 0	–		410,203
Sales/Paydowns		(19,928	)		(29,310	)
Transfers in to Level 3		– 0	–		250,000	(b)

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NOTES TO FINANCIAL STATEMENTS(continued)

	Asset-Backed Securities			Total
Transfers out of Level 3	$	– 0	–	$	– 0	–
Balance as of 2/28/19	$	370,698		$	1,799,087
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(a)	$	1,964		$	(10,301	)

(a) The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

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

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

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

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

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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 theex-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.

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NOTES TO FINANCIAL STATEMENTS(continued)

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on apro-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 theex-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.

During 2017, 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, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO, and, in the fourth quarter of 2018, and in the first quarter of 2019, AXA completed public offerings of additional shares of AXA Equitable’s common stock and simultaneously sold shares to AXA Equitable pursuant to a separate agreement with it. AXA also granted the underwriters of the offering an option to purchase additional shares of AXA Equitable, which was exercised. As a result of the foregoing sales of AXA Equitable shares, as of March 25, 2019, AXA owns approximately 48.3%

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NOTES TO FINANCIAL STATEMENTS(continued)

of the shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021, and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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. Effective August 1, 2018, 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, 2019. 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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 28, 2019, such waiver amounted to $3,931.

In connection with the Fund’s investments in AB All Market Alternative Return Portfolio (“AMAR”), the Adviser has contractually agreed to waive its fees and/or reimburse expenses payable by the Fund in an amount equal to the benefit to the Adviser of reduced waivers and/or reimbursements under the expense limitation undertaking in place for the AMAR as a result of the investment of Fund assets in AMAR. 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, 2019. For the six months ended February 28, 2019, such waivers and/or reimbursements amounted to $176,551.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2019 is as follows:

																	Distributions
Fund	Market Value 8/31/18 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/19 (000)			Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	1,824	$	48,260		$	37,374	$	– 0	–	$	– 0	–	$	12,710		$	89		$	– 0	–
AB Cap Fund, Inc. – AB All Market Alternative Return Portfolio		16,364		– 0	–		15,797		(2,087	)		1,520			– 0	–		– 0	–		– 0	–
AB Bond Fund, Inc. – AB All Market Real Return Portfolio		20,431		6,133			1,282		(2	)		(1,406	)		23,874			456			– 0	–
AB High Income Fund, Inc.		20,301		646			1,954		(218	)		(241	)		18,535			643			– 0	–

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NOTES TO FINANCIAL STATEMENTS(continued)

															Distributions
Fund	Market Value 8/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/19 (000)		Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio*	$	385	$	10,825	$	8,305	$	– 0	–	$	– 0	–	$	2,905	$	5	$	– 0	–
Total							$	(2,307	)	$	(127	)	$	58,024	$	1,193	$	– 0	–

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

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 $32,354 for the six months ended February 28, 2019.

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 retainedfront-end sales charges of $1,262 from the sale of Class A shares and received $91, $80 and $231 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended February 28, 2019.

Brokerage commissions paid on investment transactions for the six months ended February 28, 2019 amounted to $36,516, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plans

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, 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. Effective August 1, 2014, payments under the Plan in respect of Class A shares are limited to an annual rate of

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.25% of the Fund’s Class A share’s average daily net assets. The Plans provide that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plans to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plans 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 Plans are characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that a 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 Plans also provide that the Adviser may use its own resources to finance the distribution of the Fund’s shares. The fees are accrued daily and paid monthly.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2019 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	66,942,139	$	91,325,134
U.S. government securities		24,624,415		28,024,631

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	$	10,880,655
Gross unrealized depreciation		(6,862,073	)
Net unrealized appreciation	$	4,018,582

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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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 fornon-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 28, 2019, the Fund held futures for hedging andnon-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

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rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and fornon-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 28, 2019, the Fund held forward currency exchange contracts for hedging andnon-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 andover-the-counter markets. Among other things, the Fund may use options transactions fornon-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

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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, as included on the Portfolio of Investments. 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.

During the six months ended February 28, 2019, the Fund held purchased options for hedging andnon-hedging purposes. During the six months ended February 28, 2019, the Fund held written options for hedging andnon-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 fornon-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.

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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 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 aphased-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

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credit/counterparty risk for centrally cleared swaps is generally less thannon-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 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 28, 2019, the Fund held interest rate swaps for hedging andnon-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 28, 2019, the Fund held inflation (CPI) swaps for hedging andnon-hedging purposes.

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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 entered into by the Fund for the same referenced obligations with the same counterparty. As of February 28, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.

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

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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 28, 2019, the Fund held credit default swaps for hedging andnon-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 28, 2019, the Fund held total return swaps for hedging andnon-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 28, 2019, the Fund held variance swaps for hedging andnon-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

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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 tables below for additional details.

During the six months ended February 28, 2019, 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	$	142,846	*	Receivable/Payable for variation margin on futures	$	181,168	*
Equity contracts	Receivable/Payable for variation margin on futures		768,530	*	Receivable/Payable for variation margin on futures		1,286,594	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		173,969	*	Receivable/Payable for variation margin on centrally cleared swaps		6,637	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		169,298	*	Receivable/Payable for variation margin on centrally cleared swaps		29,865	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		629,923		Unrealized depreciation on forward currency exchange contracts		470,985

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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
Foreign exchange contracts	Investments in securities, at value	$	12,548
Foreign exchange contracts				Options written, at value	$	1,160
Interest rate contracts	Unrealized appreciation on inflation swaps		91,973	Unrealized depreciation on inflation swaps		155,469
Credit contracts				Market value on credit default swaps		44,544
Equity contracts	Unrealized appreciation on total return swaps		60,074	Unrealized depreciation on total return swaps		401,353
Equity contracts	Unrealized appreciation on variance swaps		153,667	Unrealized depreciation on variance swaps		250,766
Total		$	2,202,828		$	2,828,541

* 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	$	473,123		$	32,306
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(351,785	)		635,950

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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 currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	350,575		$	(217,156	)
Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(93,473	)		(17,571	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(43,738	)		– 0	–
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		81,021			12,552
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(485,547	)		(34,660	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		42,347			(537,126	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(32,299	)		156,021
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		417,030			(291,511	)
Total		$	357,254		$	(261,195	)

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The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 28, 2019:

Futures:
Average original value of buy contracts	$	67,936,163
Average original value of sale contracts	$	35,668,695
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	35,017,328
Average principal amount of sale contracts	$	66,715,757
Purchased Options:
Average notional amount	$	5,406,638
Options Written:
Average notional amount	$	3,221,562
Inflation Swaps:
Average notional amount	$	36,472,857
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	12,840,644
Credit Default Swaps:
Average notional amount of sale contracts	$	1,741,429
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,227,200
Average notional amount of sale contracts	$	25,626,895
Total Return Swaps:
Average notional amount	$	18,914,495
Variance Swaps:
Average notional amount	$	1,036,499	(a)

(a) Positions were open for two 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 28, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivatives Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivatives Assets
Australia and New Zealand Banking Group Ltd.	$	4,136	$	– 0	–	$	– 0	–	$	– 0	–	$	4,136
Barclays Bank PLC		173,294		(73,754	)		– 0	–		– 0	–		99,540
BNP Paribas SA		35,593		(708	)		– 0	–		– 0	–		34,885
Citibank, NA		162,230		(113,562	)		– 0	–		– 0	–		48,668

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Counterparty

Derivatives Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivatives Assets

Credit Suisse International

$

53,814

$

(53,814

)

$

– 0

–

$

– 0

–

$

– 0

–

Deutsche Bank AG

1,636

(1,636

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA/Goldman Sachs International

98,898

(89,099

)

– 0

–

– 0

–

9,799

HSBC Bank USA

32,822

(32,822

)

– 0

–

– 0

–

– 0

–

JPMorgan Chase Bank, NA

44,349

(44,349

)

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.

28,436

(28,436

)

– 0

–

– 0

–

– 0

–

Natwest Markets PLC

6,301

(6,301

)

– 0

–

– 0

–

– 0

–

Standard Chartered Bank

14,508

(14,508

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

268,545

(83,515

)

– 0

–

– 0

–

185,030

UBS AG

23,623

(23,623

)

– 0

–

– 0

–

– 0

–

Total

$

948,185

$

(566,127

)

$

– 0

–

$

– 0

–

$

382,058

^

Counterparty

Derivatives Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivatives Liabilities

Bank of America, NA

$

304,830

$

– 0

–

$

– 0

–

$

(259,323

)

$

45,507

Barclays Bank PLC

73,754

(73,754

)

– 0

–

– 0

–

– 0

–

BNP Paribas SA

708

(708

)

– 0

–

– 0

–

– 0

–

Citibank, NA

113,562

(113,562

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

60,935

(53,814

)

– 0

–

– 0

–

7,121

Deutsche Bank AG

14,910

(1,636

)

– 0

–

– 0

–

13,274

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

89,099

(89,099

)

– 0

–

– 0

–

– 0

–

HSBC Bank USA

35,237

(32,822

)

– 0

–

– 0

–

2,415

JPMorgan Chase Bank, NA

134,905

(44,349

)

– 0

–

– 0

–

90,556

90    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

Counterparty	Derivatives Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.	$	233,832	$	(28,436	)	$	– 0	–	$	– 0	–	$	205,396
Natwest Markets PLC		11,434		(6,301	)		– 0	–		– 0	–		5,133
Standard Chartered Bank		34,657		(14,508	)		– 0	–		– 0	–		20,149
State Street Bank & Trust Co.		83,515		(83,515	)		– 0	–		– 0	–		– 0	–
UBS AG		132,899		(23,623	)		– 0	–		– 0	–		109,276
Total	$	1,324,277	$	(566,127	)	$	– 0	–	$	(259,323	)	$	498,827	^

* 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 innon-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/ornon-cash collateral.Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the

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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 receivesnon-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. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. 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 received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At February 28, 2019, the Fund had securities on loan with a value of $2,822,498 and had received cash collateral which has been invested into Government Money Market Portfolio of $2,905,070. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $15,235 and $5,430 from the borrowers and Government Money Market Portfolio, respectively, for the six months ended February 28, 2019; these amounts are reflected in the statement of operations. In connection with the cash collateral investment by the Fund in the 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. For the six months ended February 28, 2019, such waiver amounted to $87. 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.

92    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

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 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class A
Shares sold		244,674			698,626		$	2,866,335		$	8,786,849
Shares issued in reinvestment of dividends		92,047			924,025			1,051,174			11,208,429
Shares converted from Class B		7,953			22,576			94,580			277,100
Shares converted from Class C		191,108			856,851			2,284,281			10,418,142
Shares redeemed		(1,618,116	)		(2,935,476	)		(19,090,992	)		(36,171,038	)
Net decrease		(1,082,334	)		(433,398	)	$	(12,794,622	)	$	(5,480,518	)
Class B
Shares sold		724			5,741		$	8,700		$	72,401
Shares issued in reinvestment of dividends		– 0	–		5,154			– 0	–		63,965
Shares converted to Class A		(7,795	)		(22,220	)		(94,580	)		(277,100	)
Shares redeemed		(9,075	)		(20,082	)		(109,888	)		(252,278	)
Net decrease		(16,146	)		(31,407	)	$	(195,768	)	$	(393,012	)
Class C
Shares sold		51,107			96,338		$	602,833		$	1,181,595
Shares issued in reinvestment of dividends		– 0	–		134,905			– 0	–		1,635,037
Shares converted to Class A		(192,090	)		(861,155	)		(2,284,281	)		(10,418,142	)
Shares redeemed		(136,194	)		(854,508	)		(1,598,190	)		(10,605,679	)
Net decrease		(277,177	)		(1,484,420	)	$	(3,279,638	)	$	(18,207,189	)
Advisor Class
Shares sold		71,129			222,564		$	846,201		$	2,755,457
Shares issued in reinvestment of dividends		5,464			48,553			62,624			590,896
Shares redeemed		(260,145	)		(273,175	)		(3,100,460	)		(3,396,486	)
Net decrease		(183,552	)		(2,058	)	$	(2,191,635	)	$	(50,133	)

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NOTES TO FINANCIAL STATEMENTS(continued)

	Shares						Amount
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class R
Shares sold		175,103			69,338		$	2,059,308		$	849,934
Shares issued in reinvestment of dividends		1,395			22,000			15,968			267,737
Shares redeemed		(148,988	)		(89,933	)		(1,750,075	)		(1,098,935	)
Net increase		27,510			1,405		$	325,201		$	18,736
Class K
Shares sold		9,494			117,076		$	111,638		$	1,413,580
Shares issued in reinvestment of dividends		3,888			39,973			44,322			484,073
Shares redeemed		(43,275	)		(157,286	)		(495,593	)		(1,921,336	)
Net decrease		(29,893	)		(237	)	$	(339,633	)	$	(23,683	)
Class I
Shares sold		1			967		$	5		$	12,013
Shares issued in reinvestment of dividends		0	(a)		186			0	(b)		2,294
Shares redeemed		– 0	–		(3,134	)		– 0	–		(38,644	)
Net increase (decrease)		1			(1,981	)	$	5		$	(24,337	)

(a) Share amount is less than one full share.

(b) Amount is less than $.50.

NOTE G

Risks Involved in Investing in the Fund

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

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. ornon-U.S. securities,

94    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

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.

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.

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

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

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.

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

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NOTES TO FINANCIAL STATEMENTS(continued)

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, 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).

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.

NOTE H

Joint Credit Facility

A number ofopen-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 28, 2019.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2018 and August 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	9,480,247	$	5,985,414
Net long-term capital gains		3,051,961		– 0	–
Total taxable distributions paid		12,532,208		5,985,414
Return of capital		3,206,894		– 0	–
Total distributions	$	15,739,102	$	5,985,414

96    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

As of August 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(1,842,107	)(a)
Unrealized appreciation/(depreciation)		6,803,181	(b)
Total accumulated earnings/(deficit)	$	4,961,074

(a) As of August 31, 2018, the Fund had a net capital loss carryforward of $1,822,474 and a cumulative deferred loss on straddles of $19,633.

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2018, the Fund had a net short-term capital loss carryforward of $377,905 and a net long-term capital loss carryforward of $1,444,569, which may be carried forward for an indefinite period.

NOTE J

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), 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. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.

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NOTES TO FINANCIAL STATEMENTS(continued)

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

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.

98    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.14			$  12.79			$  12.38			$  12.18			$  12.43			$  11.59
Income From Investment Operations
Net investment income(a)(b)		.09			.17			.38			.27			.28			.23
Net realized and unrealized gain (loss) on investment transactions		(.13	)		.10			.34			.19			(.48	)		.82
Net increase (decrease) in net asset value from operations		(.04	)		.27			.72			.46			(.20	)		1.05
Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.56	)		(.31	)		(.26	)		(.05	)		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.19	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.09	)		(.92	)		(.31	)		(.26	)		(.05	)		(.21	)
Net asset value, end of period		$  12.01			$  12.14			$  12.79			$  12.38			$  12.18			$  12.43
Total Return
Total investment return based on net asset value(c)*		(.27	)%		2.14	%		5.93	%		3.86	%		(1.59	)%		9.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$145,807			$160,517			$174,667			$180,380			$189,751			$209,189
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		1.01	%^		1.04	%		1.01	%		.94	%		.92	%		1.02	%
Expenses, before waivers/reimbursements(d)(e)‡		1.20	%^		1.25	%		1.09	%		1.00	%		.98	%		1.03	%
Net investment income(b)		1.60	%^		1.36	%		3.08	%		2.20	%		2.28	%		1.88	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

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FINANCIAL HIGHLIGHTS(continued)

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

	Class B
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.35			$  12.85			$  12.23			$  12.00			$  12.29			$  11.50
Income From Investment Operations
Net investment income(a)(b)		.05			.08			.29			.21			.22			.15
Net realized and unrealized gain (loss) on investment transactions		(.13	)		.09			.33			.16			(.51	)		.81
Net increase (decrease) in net asset value from operations		(.08	)		.17			.62			.37			(.29	)		.96
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.37	)		– 0	–		(.14	)		– 0	–		(.17	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.67	)		– 0	–		(.14	)		– 0	–		(.17	)
Net asset value, end of period		$  12.27			$  12.35			$  12.85			$  12.23			$  12.00			$  12.29
Total Return
Total investment return based on net asset value(c)*		(.65	)%		1.32	%		5.07	%		3.11	%		(2.36	)%		8.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$840			$1,045			$1,490			$5,150			$18,706			$37,181
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		1.78	%^		1.80	%		1.76	%		1.69	%		1.68	%		1.73	%
Expenses, before waivers/reimbursements(d)(e)‡		1.97	%^		2.01	%		1.84	%		1.75	%		1.74	%		1.74	%
Net investment income(b)		.83	%^		.60	%		2.37	%		1.77	%		1.80	%		1.28	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.07			$  12.58			$  12.17			$  12.00			$  12.29			$  11.50
Income From Investment Operations
Net investment income(a)(b)		.05			.08			.29			.17			.19			.14
Net realized and unrealized gain (loss) on investment transactions		(.13	)		.09			.32			.19			(.48	)		.82
Net increase (decrease) in net asset value from operations		(.08	)		.17			.61			.36			(.29	)		.96
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.38	)		(.20	)		(.19	)		– 0	–		(.17	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.68	)		(.20	)		(.19	)		– 0	–		(.17	)
Net asset value, end of period		$  11.99			$  12.07			$  12.58			$  12.17			$  12.00			$  12.29
Total Return
Total investment return based on net asset value(c)*		(.66	)%		1.37	%		5.12	%		3.09	%		(2.36	)%		8.47	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,576			$22,039			$41,637			$73,686			$83,574			$95,109
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		1.76	%^		1.77	%		1.75	%		1.69	%		1.68	%		1.73	%
Expenses, before waivers/reimbursements(d)(e)‡		1.95	%^		1.98	%		1.82	%		1.75	%		1.74	%		1.73	%
Net investment income(b)		.84	%^		.64	%		2.41	%		1.45	%		1.54	%		1.20	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.20			$  12.86			$  12.45			$  12.24			$  12.48			$  11.62
Income From Investment Operations
Net investment income(a)(b)		.11			.20			.41			.32			.33			.24
Net realized and unrealized gain (loss) on investment transactions		(.14	)		.10			.33			.17			(.49	)		.85
Net increase (decrease) in net asset value from operations		(.03	)		.30			.74			.49			(.16	)		1.09
Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.59	)		(.33	)		(.28	)		(.08	)		(.23	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.20	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.12	)		(.96	)		(.33	)		(.28	)		(.08	)		(.23	)
Net asset value, end of period		$  12.05			$  12.20			$  12.86			$  12.45			$  12.24			$  12.48
Total Return
Total investment return based on net asset value(c)*		(.16	)%		2.39	%		6.15	%		4.12	%		(1.31	)%		9.52	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,454			$8,772			$9,274			$12,277			$13,802			$16,800
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		.76	%^		.79	%		.75	%		.69	%		.67	%		.72	%
Expenses, before waivers/reimbursements(d)(e)‡		.95	%^		1.00	%		.83	%		.75	%		.73	%		.73	%
Net investment income(b)		1.86	%^		1.60	%		3.26	%		2.60	%		2.66	%		1.97	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

102    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS(continued)

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

	Class R
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.13			$  12.76			$  12.36			$  12.15			$  12.42			$  11.60
Income From Investment Operations
Net investment income(a)(b)		.07			.12			.33			.25			.25			.19
Net realized and unrealized gain (loss) on investment transactions		(.12	)		.09			.32			.17			(.50	)		.82
Net increase (decrease) in net asset value from operations		(.05	)		.21			.65			.42			(.25	)		1.01
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.50	)		(.25	)		(.21	)		(.02	)		(.19	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.05	)		(.84	)		(.25	)		(.21	)		(.02	)		(.19	)
Net asset value, end of period		$  12.03			$  12.13			$  12.76			$  12.36			$  12.15			$  12.42
Total Return
Total investment return based on net asset value(c)*		(.49	)%		1.73	%		5.42	%		3.56	%		(2.02	)%		8.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,193			$3,896			$4,078			$4,532			$5,632			$7,237
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		1.40	%^		1.45	%		1.42	%		1.34	%		1.34	%		1.39	%
Expenses, before waivers/reimbursements(d)(e)‡		1.60	%^		1.66	%		1.50	%		1.40	%		1.40	%		1.39	%
Net investment income(b)		1.21	%^		.94	%		2.63	%		2.03	%		2.00	%		1.54	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.11			$  12.75			$  12.35			$  12.15			$  12.41			$  11.57
Income From Investment Operations
Net investment income(a)(b)		.09			.15			.37			.25			.27			.24
Net realized and unrealized gain (loss) on investment transactions		(.13	)		.11			.32			.20			(.49	)		.81
Net increase (decrease) in net asset value from operations		(.04	)		.26			.69			.45			(.22	)		1.05
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.55	)		(.29	)		(.25	)		(.04	)		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.18	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.08	)		(.90	)		(.29	)		(.25	)		(.04	)		(.21	)
Net asset value, end of period		$  11.99			$  12.11			$  12.75			$  12.35			$  12.15			$  12.41
Total Return
Total investment return based on net asset value(c)*		(.29	)%		2.07	%		5.72	%		3.82	%		(1.73	)%		9.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,307			$6,734			$7,096			$7,277			$8,204			$8,611
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		1.10	%^		1.15	%		1.11	%		1.03	%		1.01	%		1.08	%
Expenses, before waivers/reimbursements(d)(e)‡		1.29	%^		1.36	%		1.19	%		1.09	%		1.07	%		1.08	%
Net investment income(b)		1.52	%^		1.23	%		2.96	%		2.08	%		2.19	%		1.97	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

104    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS(continued)

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

	Class I
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.34			$  12.82			$  12.42			$  12.21			$  12.46			$  11.60
Income From Investment Operations
Net investment income(a)(b)		.11			.25			.40			.29			.41			.31
Net realized and unrealized gain (loss) on investment transactions		(.14	)		.05			.34			.20			(.59	)		.78
Net increase (decrease) in net asset value from operations		(.03	)		.30			.74			.49			(.18	)		1.09
Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.46	)		(.34	)		(.28	)		(.07	)		(.23	)
Distributions from net realized gain on investment transactions		– 0	–		(.17	)		– 0	–		– 0	–		– 0	–		– 0	–
Return of capital		– 0	–		(.15	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.13	)		(.78	)		(.34	)		(.28	)		(.07	)		(.23	)
Net asset value, end of period		$  12.18			$  12.34			$  12.82			$  12.42			$  12.21			$  12.46
Total Return
Total investment return based on net asset value(c)*		(.19	)%		2.34	%		6.09	%		4.11	%		(1.41	)%		9.54	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$10			$36			$453			$454			$538
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)‡		.78	%^		.73	%		.78	%		.72	%		.70	%		.75	%
Expenses, before waivers/reimbursements(d)(e)‡		.96	%^		.94	%		.86	%		.77	%		.76	%		.75	%
Net investment income(b)		1.80	%^		1.99	%		3.25	%		2.41	%		3.32	%		2.56	%
Portfolio turnover rate		51	%		90	%		86	%		5	%		6	%		11	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.25	%		.22	%		.24	%		.21	%		.04	%

See footnote summary on page 106.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    105

FINANCIAL HIGHLIGHTS(continued)

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

(a) Based on average shares outstanding.

(b) Net of fees and 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 28, 2019 and the years ended August 31, 2018 and August 31, 2017, such waivers amounted to .19% (annualized), .21% and .08%, respectively.

(e) The expense ratios presented below exclude interest/bank overdraft expense:

Six Months Ended February 28, 2019 (unaudited)

Year Ended August 31,

2018

2017

2016

2015

2014

Class A

Net of waivers/reimbursements

1.00

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

1.20

%^

N/A

N/A

N/A

N/A

N/A

Class B

Net of waivers/reimbursements

1.77

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

1.97

%^

N/A

N/A

N/A

N/A

N/A

Class C

Net of waivers/reimbursements

1.75

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

1.95

%^

N/A

N/A

N/A

N/A

N/A

Advisor Class

Net of waivers/reimbursements

.75

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

.94

%^

N/A

N/A

N/A

N/A

N/A

Class R

Net of waivers/reimbursements

1.40

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

1.59

%^

N/A

N/A

N/A

N/A

N/A

Class K

Net of waivers/reimbursements

1.09

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

1.29

%^

N/A

N/A

N/A

N/A

N/A

Class I

Net of waivers/reimbursements

.78

%^

N/A

N/A

N/A

N/A

N/A

Before waivers/reimbursements

.96

%^

N/A

N/A

N/A

N/A

N/A

* 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.

106    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

RESULTS OF SHAREHOLDERS MEETING

(unaudited)

A Special Meeting of Shareholders of The AB Portfolios (the “Company”)—AB Conservative Wealth Strategy (the “Fund”) was held on October 11, 2018, and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

1. To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

Trustee:	Voted For:		Authority Withheld:
Michael J. Downey		112,255,334		2,874,198
William H. Foulk, Jr.*		112,062,437		3,067,095
Nancy P. Jacklin		112,466,540		2,662,992
Robert M. Keith		112,388,936		2,740,596
Carol C. McMullen		112,486,090		2,643,442
Gary L. Moody		112,308,212		2,821,321
Marshall C. Turner, Jr.		112,101,288		3,028,244
Earl D. Weiner		112,176,204		2,953,328

2. To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

Voted For		Voted Against		Abstained		Broker-Non Votes
	6,618,378		132,809		422,807		1,921,311

* Mr. Foulk retired on December 31, 2018.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    107

TRUSTEES

Marshall C. Turner, Jr.(1),Chairman 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,ChiefCompliance 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 AB Conservative Wealth Strategy’s portfolio.

108    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including The AB Portfolios in respect of AB Conservative Wealth Strategy (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    109

or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each 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 management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources

110    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements 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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    111

the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a 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 Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by

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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (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,

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offshore fund andsub-advised fund clients as compared to the Funds, 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 many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. 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 a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board 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

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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 each 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. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current 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 onJuly 31-August 2, 2018 (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

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the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and 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 wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The 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.

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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 2016 and 2017 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 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

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prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the1-,3-,5- and10-year periods ended May 31, 2018 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 Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style.

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 underlying 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.

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.

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

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

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL 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

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY(continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

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

Alliance California Municipal Income Fund

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.

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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-0152-0219                

FEB    ^02.28.19

SEMI-ANNUAL REPORT

ABTAX-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 recent12-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 05, 2019

This report provides management’s discussion of fund performance for ABTax-Managed All Market Income Portfolio for the semi-annual reporting period ended February 28, 2019.

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

NAV RETURNS AS OF FEBRUARY 28, 2019(unaudited)

	6 Months		12 Months
ABTAX-MANAGED ALL MARKET INCOME PORTFOLIO
Class A Shares		0.00%		3.21%
Class B Shares1		-0.41%		2.46%
Class C Shares		-0.39%		2.50%
Advisor Class Shares2		0.13%		3.55%
Primary Benchmark: Bloomberg Barclays5-Year GO Municipal Bond Index		2.48%		3.73%
MSCI ACWI (net)		-2.92%		-0.84%

1 Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

2 Please note that this share class is for investors purchasing shares through accounts established under certainfee-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 Barclays5-Year General Obligation (“GO”) Municipal Bond Index, and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for thesix- and12-month periods ended February 28, 2019.

All share classes of the Fund underperformed the primary benchmark and outperformed the MSCI ACWI (net) for both periods, before sales charges. During both periods, security selection and overall asset allocation within equities and fixed-income holdings detracted from absolute performance. Fixed-income assets and active currency management contributed, as did exposure to high-income municipals and high-quality municipals. For the six-month period, equity assets detracted from absolute performance, though exposure to income equities contributed. During the12-month period, security selection within global high yield detracted, while equity assets contributed.

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

MARKET REVIEW AND INVESTMENT STRATEGY

During thesix-month period ended February 28, 2019, US andnon-US equities declined, although emerging-market equities posted modest gains. In the US, growth-style stocks outperformed value-style stocks, and small-cap stocks outperformed theirlarge-cap peers. Global trade tensions and rising interest rates weighed on stock market performance. In Europe, Brexit uncertainty, Italian budget issues and German economic woes persisted. Slowing global growth was an increasing concern more broadly. Global equities plummeted at the end of 2018 amid increased volatility, but recouped some losses in January and February, as corporate earnings were above analyst estimates and many central banks shared more dovish monetary policy outlooks.

Fixed-income markets had generally positive returns. Global high yield, developed-market treasuries and investment-grade securities rallied. Emerging-market debt sectors rallied, amid positive idiosyncratic developments and a more favorable macro backdrop, particularly a more patient US Federal Reserve (the “Fed”). Developed-market treasury yield curves moved in different directions (bond yields move inversely to price). The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet before surprising markets with a more dovish tone at the beginning of 2019. Although the European Central Bank formally ended its bond-buying program, the bank also turned more dovish in 2019, putting credit-easing measures back on the table. Meanwhile, the People’s Bank of China started the new year by cutting its reserve requirement ratio.

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

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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 28, 2019, the Fund’s percentages of total investments in insured bonds and in insured bonds that have beenpre-refunded or escrowed to maturity were 5.23% 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 will focus 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 will also acquire 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.

The Fund intends to meet the tax requirement for passing municipal bond interest through to Fund shareholders astax-exempt interest dividends, which currently requires that at least 50% of the Fund’s assets be invested intax-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 throughtax-exempt dividends when the Fund invests a lesser amount of its assets intax-exempt debt securities, the Fund’s allocations to equity securities may increase. In selectingtax-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

(continued on next page)

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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 will adjust 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.

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.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    5

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 Barclays5-Year GO Municipal Bond Index represents the performance of long-term, investment-gradetax-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 ofnon-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 value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

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

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DISCLOSURES AND RISKS(continued)

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 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 ofnon-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid 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.

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

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

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

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 recentmonth-end by visiting

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

DISCLOSURES AND RISKS(continued)

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.

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% maximumfront-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) 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 28, 2019(unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		3.21%		-1.15%
5 Years		3.09%		2.20%
10 Years		6.60%		6.14%
CLASS B SHARES
1 Year		2.46%		-1.42%
5 Years		2.30%		2.30%
10 Years1		5.98%		5.98%
CLASS C SHARES
1 Year		2.50%		1.53%
5 Years		2.32%		2.32%
10 Years		5.83%		5.83%
ADVISOR CLASS SHARES2
1 Year		3.55%		3.55%
5 Years		3.36%		3.36%
10 Years		6.90%		6.90%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.35%, 2.13%, 2.09% and 1.10% for Class A, Class B, 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%, 1.74% and 0.74% for Class A, Class B, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2019. 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 Assumes conversion of Class B shares into Class A shares after eight years.

2 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 certainfee-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 CALENDARQUARTER-END

MARCH 31, 2019(unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		1.51%
5 Years		2.59%
10 Years		5.94%
CLASS B SHARES
1 Year		1.21%
5 Years		2.72%
10 Years1		5.77%
CLASS C SHARES
1 Year		4.26%
5 Years		2.74%
10 Years		5.63%
ADVISOR CLASS SHARES2
1 Year		6.29%
5 Years		3.76%
10 Years		6.70%

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 Please note that this share class is for investors purchasing shares through accounts established under certainfee-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 CALENDARQUARTER-END

MARCH 31, 2019(unaudited)

	Returns
CLASS A SHARES
1 Year		-0.18%
5 Years		1.30%
10 Years		5.18%
CLASS B SHARES
1 Year		-0.32%
5 Years		1.64%
10 Years1		5.10%
CLASS C SHARES
1 Year		2.71%
5 Years		1.64%
10 Years		5.01%
ADVISOR CLASS SHARES2
1 Year		4.46%
5 Years		2.41%
10 Years		5.90%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDARQUARTER-END

MARCH 31, 2019(unaudited)

	Returns
CLASS A SHARES
1 Year		1.71%
5 Years		1.95%
10 Years		4.84%
CLASS B SHARES
1 Year		1.40%
5 Years		2.01%
10 Years1		4.65%
CLASS C SHARES
1 Year		3.21%
5 Years		2.05%
10 Years		4.55%
ADVISOR CLASS SHARES2
1 Year		4.63%
5 Years		2.87%
10 Years		5.50%

(footnotes continued on next page)

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HISTORICAL PERFORMANCE(continued)

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 Please note that this share class is for investors purchasing shares through accounts established under certainfee-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, 2018		Ending Account Value February 28, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+			Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,000.00	$	4.91		0.99	%		5.01	%		1.01	%
Hypothetical**	$	1,000	$	1,019.89	$	4.96		0.99	%		5.06	%		1.01	%
Class B
Actual	$	1,000	$	995.90	$	8.61		1.74	%		8.71	%		1.76	%
Hypothetical**	$	1,000	$	1,016.17	$	8.70		1.74	%		8.80	%		1.76	%
Class C
Actual	$	1,000	$	996.10	$	8.61		1.74	%		8.71	%		1.76	%
Hypothetical**	$	1,000	$	1,016.17	$	8.70		1.74	%		8.80	%		1.76	%
Advisor Class
Actual	$	1,000	$	1,001.30	$	3.67		0.74	%		3.77	%		0.76	%
Hypothetical**	$	1,000	$	1,021.12	$	3.71		0.74	%		3.81	%		0.76	%

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

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PORTFOLIO SUMMARY

February 28, 2019(unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $103.6

1 All data are as of February 28, 2019. 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 industrysub-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 SUMMARY(continued)

February 28, 2019(unaudited)

1 All data are as of February 28, 2019. 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, thePre-refunded category includes bonds which are secured by US Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includesnon-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 ofnon-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 28, 2019(unaudited)

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 54.4%
Long-Term Municipal Bonds – 54.4%
Alabama – 1.0%
Water Works Board of the City of Birmingham (The) Series 2010A 5.00%, 1/01/25	$	1,000	$	1,055,850
American Samoa – 0.1%
American Samoa Economic Development Authority (Territory of American Samoa) 7.125%, 9/01/38(a)		100		100,508
Arizona – 2.2%
Arizona Department of Transportation State Highway Fund Revenue Series 2011A 5.00%, 7/01/25		1,685		1,808,915
Glendale Industrial Development Authority (Beatitudes Campus Obligated Group (The)) Series 2017 5.00%, 11/15/40(b)		335		334,095
Tempe Industrial Development Authority (Mirabella at ASU, Inc.) Series 2017A 6.125%, 10/01/47(a)(b)		110		119,018
				2,262,028
California – 1.0%
California Infrastructure & Economic Development Bank (Pacific Gas & Electric Co.) 1.75%, 11/01/26(b)(c)(d)		40		36,400
California School Finance Authority (Bright Star Schools Obligated Group) Series 2017 5.00%, 6/01/54(a)(b)		250		252,335
City of Oroville CA (Oroville Hospital) 5.25%, 4/01/54		40		43,231
Golden State Tobacco Securitization Corp. Series 2018A 5.00%, 6/01/47(b)		200		192,494
State of California Series 2017 5.00%, 8/01/26		440		531,977
				1,056,437

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Colorado – 0.8%
City & County of Denver CO Airport System Revenue (Denver Intl Airport) Series 2018A 5.00%, 12/01/28	$	545	$	657,335
PV Water & Sanitation Metropolitan District Zero Coupon, 2/14/39(b)		710		149,100
				806,435
Connecticut – 1.2%
State of Connecticut Special Tax Revenue Series 2012 5.00%, 1/01/27		1,135		1,243,563
Delaware – 0.2%
Delaware State Economic Development Authority (Newark Charter School, Inc.) Series 2012 5.00%, 9/01/42		225		231,770
Florida – 4.6%
Cape Coral Health Facilities Authority (Gulf Care, Inc.) Series 2015 6.00%, 7/01/50(a)(b)		270		285,363
Capital Trust Agency, Inc. (AVIVA SENIOR LIFE) Series 2017 5.00%, 7/01/46(a)(b)		340		341,357
Capital Trust Agency, Inc. (Provision Cares Proton Therapy Center – Orlando) Series 2018A 7.50%, 6/01/48(a)(b)		100		102,693
County of Miami-Dade FL (County of Miami-Dade FL Spl Tax) Series 2012A 5.00%, 10/01/25		560		618,413
County of Miami-Dade FL Aviation Revenue Series 2014B 5.00%, 10/01/25		665		766,313
North Broward Hospital District Series 2017B 5.00%,1/01/37-1/01/48		425		452,543
Overoaks Community Development District Series2010A-1 6.125%, 5/01/35(b)		15		15,017
Series2010A-2 6.125%, 5/01/35(b)		35		35,041

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Sarasota County School Board Series 2010B 5.00%, 7/01/22(Pre-refunded/ETM)	$	935	$	976,617
Tampa Bay Water Series 2011A 5.00%, 10/01/23		1,105		1,195,345
				4,788,702
Georgia – 1.6%
Augusta Development Authority (AU Health System Obligated Group) Series 2018 5.00%, 7/01/30		200		230,170
City of Atlanta Department of Aviation (Hartsfield Jackson Atlanta Intl Airport) Series 2014A 5.00%, 1/01/28		625		707,087
Main Street Natural Gas, Inc. (Royal Bank of Canada) Series 2018C 4.00%, 8/01/48		450		480,303
Private Colleges & Universities Authority (Savannah College of Art & Design, Inc.) Series 2014 5.00%, 4/01/44		210		224,757
				1,642,317
Guam – 0.3%
Territory of Guam (Territory of Guam Business Privilege Tax) Series 2011A 5.125%, 1/01/42		300		307,989
Illinois – 6.9%
Chicago Board of Education Series 2012A 5.00%, 12/01/42		950		955,073
Series 2016A 7.00%, 12/01/44		100		114,765
Series 2017B 6.75%, 12/01/30(a)		135		162,591
7.00%, 12/01/42(a)		100		118,690
Chicago O’Hare International Airport (TrIPs Obligated Group) Series 2018 5.00%, 7/01/33		105		118,418
City of Chicago IL Series 2014A 5.00%, 1/01/35		100		103,721

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Illinois Finance Authority (Ascension Health Credit Group) Series 2016C 5.00%, 2/15/41	$	415	$	460,330
Illinois Finance Authority (CHF-Chicago LLC) Series 2017A 5.00%, 2/15/47		210		223,837
Illinois Finance Authority (Lutheran Home & Services Obligated Group) Series 2012 5.75%, 5/15/46(b)		475		484,661
Illinois Finance Authority (Mercy Health Corp.) Series 2016 5.00%, 12/01/46		430		458,526
Illinois Finance Authority (Park Place of Elmhurst Obligated Group) Series 2016A 6.44%, 5/15/55(b)		498		439,664
Illinois Finance Authority (Rosalind Franklin University of Medicine & Science) Series 2017C 5.00%, 8/01/49		425		452,876
Metropolitan Pier & Exposition Authority Series 2012 Zero Coupon,12/15/41-12/15/50		675		187,541
Series 2017A 5.00%, 6/15/57		115		119,718
Series 2017B Zero Coupon, 12/15/54		150		25,661
Railsplitter Tobacco Settlement Authority Series 2017 5.00%, 6/01/23		365		407,468
State of Illinois Series 2013 5.00%, 7/01/22		315		334,895
Series 2014 5.00%, 4/01/20		75		76,983
Series 2016 5.00%,2/01/23-2/01/28		1,170		1,253,734
Series 2017A 5.00%, 12/01/25		135		146,038
Series 2017D 5.00%,11/01/24-11/01/28		480		517,204
				7,162,394

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Indiana – 0.5%
Indiana Bond Bank Series 2007A 5.25%, 10/15/19	$	460	$	468,837
Iowa – 0.5%
Iowa Finance Authority (Iowa Fertilizer Co. LLC) Series 2013B 5.25%, 12/01/50		110		117,063
Xenia Rural Water District Series 2016 5.00%, 12/01/31		340		377,176
				494,239
Kansas – 0.3%
Wyandotte County-Kansas City Unified Government (Wyandotte County-Kansas City Unified Government Sales Tax) Series 2018 4.50%, 6/01/40		315		313,699
Kentucky – 1.1%
Kentucky Economic Development Finance Authority (Baptist Healthcare System Obligated Group) Series 2017B 5.00%,8/15/37-8/15/46		620		676,190
Kentucky Economic Development Finance Authority (Owensboro Health, Inc. Obligated Group) Series 2017A 5.00%, 6/01/37		315		335,780
5.25%, 6/01/41		150		162,309
				1,174,279
Louisiana – 0.4%
New Orleans Aviation Board Series 2017B 5.00%, 1/01/48		400		435,580
Maryland – 1.3%
City of Baltimore MD (Baltimore Hotel Corp.) Series 2017 5.00%, 9/01/34		400		445,664
City of Baltimore MD (East Baltimore Research Park Project) Series 2017A 5.00%, 9/01/38(b)		215		226,081

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

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
County of Frederick MD (Mount St. Mary’s University, Inc.) Series 2017A 5.00%, 9/01/45(a)	$	215	$	223,131
County of Howard MD (Downtown Columbia Project) Series 2017A 4.50%, 2/15/47(a)(b)		500		501,170
				1,396,046
Massachusetts – 1.6%
Massachusetts Development Finance Agency (Boston Medical Center Corp. Obligated Group) Series 2015D 5.00%, 7/01/44		175		187,094
Massachusetts Development Finance Agency (Lawrence General Hospital Obligated Group) Series 2017 5.00%, 7/01/47		320		334,279
Massachusetts Development Finance Agency (Merrimack College) Series 2012A 5.25%, 7/01/42		635		665,899
Massachusetts Development Finance Agency (NewBridge on the Charles, Inc.) Series 2017 5.00%, 10/01/37(a)		200		211,416
Massachusetts Development Finance Agency (ZERO Waste Solutions LLC) Series 2017 8.00%, 12/01/22(a)(b)		235		200,161
Series 2017A 7.75%, 12/01/44(a)(b)		100		96,115
				1,694,964
Michigan – 2.6%
City of Detroit MI 5.00%,4/01/36-4/01/37		65		67,818
Grand Rapids Economic Development Corp. (Beacon Hill at Eastgate) Series 2017A 5.00%, 11/01/47(b)		325		328,393
Michigan Finance Authority (Great Lakes Water Authority Sewage Disposal System Revenue) AGM Series 2014C 5.00%, 7/01/28		325		366,528

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Michigan Finance Authority (Great Lakes Water Authority Water Supply System Revenue) AGM Series 2014D2 5.00%, 7/01/28	$	1,000	$	1,127,780
Michigan State Hospital Finance Authority (Trinity Health Corp.) Series 2017C 5.00%, 12/01/23		445		507,122
Michigan Tobacco Settlement Finance Authority (Tobacco Settlement Financing Corp. /MI) Series 2007A 6.00%, 6/01/48		305		299,684
				2,697,325
Minnesota – 0.1%
City of Bethel MN (Lodge at Stillwater LLC (The)) Series 2018 5.25%, 6/01/58(b)		100		102,666
Missouri – 1.0%
Cape Girardeau County Industrial Development Authority (SoutheastHEALTH Obligated Group) Series 2017A 5.00%, 3/01/36		470		510,801
Lees Summit Industrial Development Authority (John Knox Village Obligated Group) Series 2016A 5.00%, 8/15/46		500		501,835
				1,012,636
Nebraska – 0.5%
Central Plains Energy Project (Goldman Sachs Group, Inc. (The)) Series 2017A 5.00%, 9/01/42		455		524,337
Nevada – 0.1%
State of Nevada Department of Business & Industry (Fulcrum Sierra Holdings LLC) Series 2018 6.95%, 2/15/38(a)(b)		100		100,682
New Jersey – 5.6%
New Jersey Economic Development Authority (New Jersey Economic Development Authority State Lease) Series 2013 5.00%, 3/01/30		685		727,778

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

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Series 2014P 5.00%, 6/15/29	$	500	$	539,090
New Jersey Economic Development Authority (North Star Academy Charter School of Newark, Inc.) Series 2017 5.00%, 7/15/47		415		437,589
New Jersey Economic Development Authority (NYNJ Link Borrower LLC) Series 2013 5.25%, 1/01/25		1,195		1,338,842
New Jersey Economic Development Authority (Port Newark Container Terminal LLC) Series 2017 5.00%, 10/01/47		415		437,846
New Jersey Transit Corp. Series 2014A 5.00%, 9/15/20		300		313,590
New Jersey Transportation Trust Fund Authority (New Jersey Transportation Trust Fund Authority State Lease) Series 2013A 5.00%, 6/15/20		840		870,811
New Jersey Turnpike Authority Series 2014A 5.00%, 1/01/29		675		770,425
Tobacco Settlement Financing Corp./NJ Series 2018B 5.00%, 6/01/46		390		394,867
				5,830,838
New York – 2.9%
County of Nassau NY Series 2017C 5.00%, 10/01/26		225		267,961
New York City Transitional Finance Authority Building Aid Revenue (New York City Transitional Finance Authority Building Aid Revenue State Lease) Series 2018S 5.00%, 7/15/32		195		232,569
New York State Dormitory Authority (State of New York Pers Income Tax) Series 2018A 5.00%, 3/15/20		490		507,111
New York State Dormitory Authority (State University of New York Dormitory Fees) Series 2013A 5.00%, 7/01/26		205		231,156

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
New York Transportation Development Corp. (Laguardia Gateway Partners LLC) Series 2016A 5.00%, 7/01/41	$	460	$	489,104
Triborough Bridge & Tunnel Authority Series 2012B 5.00%, 11/15/26		1,000		1,115,220
Westchester County Local Development Corp. (Westchester County Health Care Corp. Obligated Group) Series 2016 5.00%, 11/01/46		105		112,371
				2,955,492
North Carolina – 0.2%
North Carolina Medical Care Commission (United Church Homes & Services Obligated Group) Series 2017 5.00%, 9/01/41(b)		250		257,233
Ohio – 2.6%
Buckeye Tobacco Settlement Financing Authority Series2007A-2 5.875%, 6/01/47		630		589,850
Butler County Port Authority (StoryPoint Obligated Group) Series2017A-1 6.375%, 1/15/43(a)(b)		225		230,774
County of Allen OH Hospital Facilities Revenue (Mercy Health/OH) Series 2017A 5.00%, 8/01/28		315		374,604
County of Cuyahoga/OH (MetroHealth System (The)) Series 2017 5.00%, 2/15/42		660		696,326
County of Miami OH (Kettering Health Network Obligated Group) 5.00%, 8/01/33(b)(e)		195		224,927
Ohio Air Quality Development Authority (FirstEnergy Generation LLC) Series 2009C 5.625%, 6/01/49(b)(c)(d)		140		140,000
Series 2009D 4.25%, 8/01/29(b)		250		250,000

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

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Ohio Air Quality Development Authority (Pratt Paper/OH, Inc.) Series 2017 4.50%, 1/15/48(a)(b)	$	175	$	179,366
Ohio Water Development Authority Water Pollution Control Loan Fund (FirstEnergy Nuclear Generation LLC) Series 2016A 4.375%, 6/01/33(b)		45		45,000
				2,730,847
Pennsylvania – 2.8%
Allentown Neighborhood Improvement Zone Development Authority Series 2017 5.00%, 5/01/42(a)		220		234,227
Commonwealth of Pennsylvania Series 2016 5.00%, 9/15/23		600		681,378
Crawford County Hospital Authority (Meadville Medical Center Obligated Group) Series 2016A 6.00%, 6/01/51(b)		215		229,652
Pennsylvania Economic Development Financing Authority (PA Bridges Finco LP) Series 2015 5.00%, 12/31/34		220		241,206
Philadelphia Authority for Industrial Development (Evangelical Services for the Aging Obligated Group) Series 2017A 5.00%, 7/01/49		335		337,928
Philadelphia Authority for Industrial Development (LLPCS Foundation) Series 2005A 4.60%, 7/01/15(b)(c)(f)(g)		55		550
School District of Philadelphia (The) Series 2018A 5.00%, 9/01/34		1,000		1,132,540
				2,857,481
Puerto Rico – 2.1%
Commonwealth of Puerto Rico Series 2001A 5.125%, 7/01/31(c)(d)		100		60,875
Series 2006A 5.25%,7/01/23-7/01/24		35		21,350

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    27

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Series 2006B 5.25%, 7/01/32(c)(d)	$	10	$	6,100
Series 2008A 5.50%, 7/01/32(b)		30		18,300
Series 2009C 6.00%, 7/01/39(c)(d)		10		6,125
Series 2011A 5.75%, 7/01/24(c)(d)		65		39,000
Series 2012A 5.125%, 7/01/37(c)(d)		100		48,375
5.50%, 7/01/39(c)(d)		110		53,625
Series 2014A 8.00%, 7/01/35(c)(d)		325		160,875
GDB Debt Recovery Authority of Puerto Rico Series 2018 7.50%, 8/20/40(b)		90		67,798
Puerto Rico Commonwealth Aqueduct & Sewer Authority Series 2008A 6.125%, 7/01/24		30		30,600
Series 2012A 5.00%, 7/01/33		50		49,125
5.125%, 7/01/37		25		24,562
5.25%,7/01/29-7/01/42		110		108,700
5.50%, 7/01/28		30		30,150
5.75%, 7/01/37		30		29,850
6.00%, 7/01/47		30		30,075
Puerto Rico Electric Power Authority Series 2007T 5.00%, 7/01/37(c)(d)		30		20,512
Series 2010C 5.00%, 7/01/21(c)(d)		25		17,094
Series 2010DDD 5.00%, 7/01/21(c)(d)		15		10,256
Series 2012A 5.00%, 7/01/42(c)(d)		90		61,537
AGM Series 2007V 5.25%,7/01/27-7/01/31		370		410,587
Puerto Rico Highway & Transportation Authority NATL Series 2007N 5.25%, 7/01/32		330		351,156
Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth (AES Puerto Rico LP) Series 2000 6.625%, 6/01/26		225		219,094

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

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)			U.S. $ Value
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue Series 2018A Zero Coupon,7/01/24-7/01/51(b)	$	94		$	26,156
Series 2019A 4.50%, 7/01/34** (b)		0	**		57
4.55%, 7/01/40** (b)		0	**		67
5.00%, 7/01/58(b)		257			243,544
					2,145,545
Tennessee – 0.8%
Bristol Industrial Development Board (Bristol Industrial Development Board Sales Tax) Series 2016A 5.125%, 12/01/42(a)(b)		280			274,143
Memphis-Shelby County Industrial Development Board (Graceland, Inc.) Series 2017A 5.50%, 7/01/37(b)		100			105,734
Metropolitan Government Nashville & Davidson County Health & Educational Facs Board (Trousdale Foundation Obligated Group) Series 2018A 6.25%, 4/01/49(a)(b)		100			103,206
Tennessee Housing Development Agency Series 2017 4.00%, 7/01/48		290			306,814
					789,897
Texas – 3.5%
City of Houston TX Series 2017A 5.00%, 3/01/26		405			481,982
Clifton Higher Education Finance Corp (International American Education Federation, Inc.) Series 2018D 6.125%, 8/15/48(b)		120			123,628
Harris County-Houston Sports Authority AGM Series 2014A 5.00%, 11/15/25		615			705,694
Irving Hospital Authority (Baylor Medical Center at Irving) Series 2017A 5.00%, 10/15/44		500			537,490
New Hope Cultural Education Facilities Finance Corp. (BSPV – Plano LLC) 7.25%, 12/01/53(b)		80			80,542

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    29

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
New Hope Cultural Education Facilities Finance Corp. (Longhorn Village) Series 2017 5.00%, 1/01/37(b)	$	325	$	329,602
Red River Education Finance Corp. (St. Edward’s University, Inc.) Series 2016 5.00%, 6/01/46		90		96,125
Tarrant County Cultural Education Facilities Finance Corp. (CC Young Memorial Home Obligated Group) Series 2017A 6.375%, 2/15/48(b)		230		243,414
Tarrant County Cultural Education Facilities Finance Corp. (Trinity Terrace Project) Series2014A-1 5.00%, 10/01/44		300		314,007
Uptown Development Authority Series 2017A 5.00%, 9/01/40		625		672,075
				3,584,559
Vermont – 0.4%
Vermont Economic Development Authority (Casella Waste Systems, Inc.) Series 2013 4.625%, 4/01/36(a)		100		100,328
Vermont Economic Development Authority (Wake Robin Corp.) Series 2017A 5.00%, 5/01/47(b)		335		351,680
				452,008
Virginia – 0.9%
Henrico County Economic Development Authority (LifeSpire of Virginia Obligated Group) Series 2017C 5.00%, 12/01/47(b)		325		336,615
Richmond Redevelopment & Housing Authority (American Tobacco Holdings LLC) Series 2017 5.55%, 1/01/37(a)(b)		220		222,906
Tobacco Settlement Financing Corp./VA Series 2007B1 5.00%, 6/01/47		410		390,558
				950,079

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

PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Washington – 1.5%
Kalispel Tribe of Indians Series 2018B 5.25%, 1/01/38(a)(b)(e)	$	155	$	165,475
King County Public Hospital District No. 1 Series 2018 5.00%, 12/01/31		265		312,117
Washington Health Care Facilities Authority (Virginia Mason Medical Center Obligated Group) Series 2017 5.00%, 8/15/37		355		382,601
Washington State Housing Finance Commission (Mirabella) Series 2012A 6.75%, 10/01/47(a)(b)		340		362,331
Washington State Housing Finance Commission (Presbyterian Retirement Communities Northwest Obligated Group) Series 2016A 5.00%, 1/01/46(a)		315		327,591
				1,550,115
West Virginia – 0.1%
West Virginia Economic Development Authority (Morgantown Energy Associates) Series 2016 2.875%, 12/15/26		100		96,792
Wisconsin – 1.1%
Wisconsin Public Finance Authority (American Dream at Meadowlands Project) Series 2017 7.00%, 12/01/50(a)(b)		105		117,974
Wisconsin Public Finance Authority (Bancroft Neurohealth Obligated Group) Series 2016 5.125%, 6/01/48(a)(b)		160		160,323
Wisconsin Public Finance Authority (Celanese US Holdings LLC) Series 2016A 5.00%, 1/01/24		265		288,633
Wisconsin Public Finance Authority (Gannon University) Series 2017 5.00%,5/01/42-5/01/47		410		434,158

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PORTFOLIO OF INVESTMENTS(continued)

	Principal Amount (000)		U.S. $ Value
Wisconsin Public Finance Authority (Maryland Proton Treatment Center LLC) Series2018A-1 6.375%, 1/01/48(a)(b)	$	100	$	102,664
				1,103,752
Total Municipal Obligations (cost $55,351,405)				56,377,921
	Shares
COMMON STOCKS – 25.0%
Health Care – 4.7%
Biotechnology – 0.6%
AbbVie, Inc.		4,594		364,028
Gilead Sciences, Inc.		3,933		255,724
				619,752
Health Care Providers & Services – 0.3%
Cardinal Health, Inc.		959		52,112
CVS Health Corp.		3,921		226,751
Sonic Healthcare Ltd.		1,123		19,238
				298,101
Pharmaceuticals – 3.8%
AstraZeneca PLC		3,843		313,178
Bristol-Myers Squibb Co.		4,951		255,769
GlaxoSmithKline PLC		15,058		300,117
Merck & Co., Inc.		8,069		655,929
Novartis AG		6,578		599,479
Orion Oyj – Class B		368		13,138
Pfizer, Inc.		17,785		770,980
Roche Holding AG		2,132		591,681
Sanofi		3,785		315,629
Takeda Pharmaceutical Co., Ltd.		4,502		181,174
				3,997,074
				4,914,927
Consumer Staples – 4.4%
Beverages – 1.0%
Coca-Cola Co. (The)		12,258		555,778
PepsiCo, Inc.		4,291		496,211
				1,051,989
Food & Staples Retailing – 0.1%
ICA Gruppen AB		190		7,301
Jeronimo Martins SGPS SA		636		9,573
Koninklijke Ahold Delhaize NV		3,826		98,604
Lawson, Inc.		200		12,110
Lenta Ltd. (GDR)(a)(c)		1		3
				127,591

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

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Food Products – 1.1%
Archer-Daniels-Midland Co.		1,758	$	74,715
Campbell Soup Co.		560		20,171
General Mills, Inc.		1,823		85,918
Marine Harvest ASA(c)		1,219		28,131
Nestle SA		9,364		847,010
Orkla ASA		3,037		23,938
WH Group Ltd.(a)		32,164		28,522
				1,108,405
Household Products – 0.9%
Kimberly-Clark Corp.		1,058		123,606
Procter & Gamble Co. (The)		7,552		744,250
				867,856
Personal Products – 0.4%
Unilever NV		4,682		253,566
Unilever PLC		3,431		182,659
				436,225
Tobacco – 0.9%
Altria Group, Inc.		5,719		299,733
Imperial Brands PLC		2,864		95,435
Japan Tobacco, Inc.		4,023		102,458
Philip Morris International, Inc.		4,716		410,009
Swedish Match AB		524		24,558
				932,193
				4,524,259
Financials – 2.8%
Banks – 1.1%
Bank LeumiLe-Israel BM		4,410		29,167
Bank of Nova Scotia (The)		3,679		204,477
Bendigo & Adelaide Bank Ltd.		769		5,378
BOC Hong Kong Holdings Ltd.		13,616		56,878
Canadian Imperial Bank of Commerce		1,313		111,380
DBS Group Holdings Ltd.		5,678		104,099
Hang Seng Bank Ltd.		2,276		56,362
Oversea-Chinese Banking Corp., Ltd.		9,958		81,242
People’s United Financial, Inc.		1,116		19,820
Regions Financial Corp.		3,227		52,923
Royal Bank of Canada		4,369		341,466
United Overseas Bank Ltd.		4,228		77,926
				1,141,118
Capital Markets – 0.3%
3i Group PLC		3,068		38,528
Amundi SA(a)		192		12,814
ASX Ltd.		578		28,634
CI Financial Corp.		889		12,565
CME Group, Inc. – Class A		1,093		198,828

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    33

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Eaton Vance Corp.		346	$	14,480
IGM Financial, Inc.		603		15,754
Investec PLC		2,074		13,560
Schroders PLC		389		14,120
Singapore Exchange Ltd.		2,352		13,620
				362,903
Diversified Financial Services – 0.0%
Standard Life Aberdeen PLC		7,459		24,417
Insurance – 1.4%
Admiral Group PLC		789		22,847
Allianz SE		1,304		290,267
American Financial Group, Inc./OH		233		23,221
Assicurazioni Generali SpA		3,634		64,797
Baloise Holding AG		135		22,012
Cincinnati Financial Corp.		490		42,542
CNP Assurances		598		13,816
Direct Line Insurance Group PLC		3,771		17,827
Fidelity National Financial, Inc.		852		29,897
Gjensidige Forsikring ASA		760		13,623
Great-West Lifeco, Inc.		1,064		24,466
Hannover Rueck SE		177		26,374
Ia Financial Corp., Inc.(c)		348		13,352
Insurance Australia Group Ltd.		7,404		38,623
Legal & General Group PLC		18,086		67,300
Manulife Financial Corp.		5,904		99,780
Mapfre SA		2,246		6,341
Medibank Pvt Ltd.		9,393		18,932
MS&AD Insurance Group Holdings, Inc.		1,324		39,858
Power Corp. of Canada		1,025		21,879
Power Financial Corp.		898		20,042
Principal Financial Group, Inc.		832		43,796
Sampo Oyj – Class A		1,393		67,017
SCOR SE		637		28,659
Sun Life Financial, Inc.		1,765		66,820
Swiss Life Holding AG(c)		103		44,820
Tokio Marine Holdings, Inc.		2,008		98,150
Tryg A/S		382		10,412
Zurich Insurance Group AG		459		151,418
				1,428,888
				2,957,326
Industrials – 2.5%
Aerospace & Defense – 0.3%
BAE Systems PLC		9,204		56,749
Lockheed Martin Corp.		783		242,268
Meggitt PLC		2,733		19,552

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

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Singapore Technologies Engineering Ltd.		4,737	$	13,076
				331,645
Air Freight & Logistics – 0.3%
Deutsche Post AG		2,898		89,882
Kuehne & Nagel International AG		149		19,411
Royal Mail PLC		3,163		11,887
United Parcel Service, Inc. – Class B		2,104		231,861
				353,041
Airlines – 0.0%
easyJet PLC		865		14,074
Japan Airlines Co., Ltd.		472		17,231
				31,305
Building Products – 0.1%
Cie de Saint-Gobain		1,700		61,181
Commercial Services & Supplies – 0.1%
Babcock International Group PLC		1,752		12,565
Brambles Ltd.		4,937		41,213
G4S PLC		5,104		14,205
Societe BIC SA		136		12,860
				80,843
Construction & Engineering – 0.2%
ACS Actividades de Construccion y Servicios SA		746		33,050
Bouygues SA		769		29,063
CIMIC Group Ltd.		208		7,405
Skanska AB – Class B		1,144		20,614
Vinci SA		1,715		163,681
				253,813
Electrical Equipment – 0.5%
ABB Ltd.		5,473		107,758
Eaton Corp. PLC		1,340		106,891
Emerson Electric Co.		1,946		132,620
Schneider Electric SE		1,832		142,357
				489,626
Industrial Conglomerates – 0.3%
CK Hutchison Holdings Ltd.		7,998		85,099
NWS Holdings Ltd.		2,931		7,101
Siemens AG		2,321		253,554
Smiths Group PLC		1,149		21,822
				367,576
Machinery – 0.4%
Amada Holdings Co., Ltd.		1,256		13,223
ANDRITZ AG		258		12,878
Atlas Copco AB – Class A		1,965		53,257
Atlas Copco AB – Class B SHS		1,142		28,657

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Cummins, Inc.		455	$	70,111
Komatsu Ltd.		2,703		66,369
Kone Oyj – Class B		957		46,758
NSK Ltd.		668		6,161
PACCAR, Inc.		1,101		74,648
SKF AB – Class B		1,360		22,842
Wartsila Oyj Abp		1,353		21,966
				416,870
Professional Services – 0.1%
Randstad NV		437		23,303
SGS SA		18		45,832
				69,135
Road & Rail – 0.0%
Aurizon Holdings Ltd.		7,064		22,664
ComfortDelGro Corp., Ltd.		4,077		7,196
				29,860
Trading Companies & Distributors – 0.1%
ITOCHU Corp.		4,005		71,941
Transportation Infrastructure – 0.1%
Aena SME SA(a)		209		37,274
Auckland International Airport Ltd.		3,438		18,178
SATS Ltd.		1,813		6,865
				62,317
				2,619,153
Communication Services – 2.4%
Diversified Telecommunication Services – 1.7%
AT&T, Inc.		22,240		692,109
BCE, Inc.		412		18,321
BT Group PLC		24,519		69,931
Elisa Oyj		374		15,693
HKT Trust & HKT Ltd. – Class SS		13,845		21,624
Nippon Telegraph & Telephone Corp.		2,025		87,526
Singapore Telecommunications Ltd.		24,215		53,928
Spark New Zealand Ltd.		4,368		11,088
Swisscom AG		81		37,473
Telenor ASA		2,329		45,420
TELUS Corp.		540		19,615
Verizon Communications, Inc.		12,536		713,549
				1,786,277
Media – 0.3%
Axel Springer SE		134		7,651
Eutelsat Communications SA		648		12,786
Interpublic Group of Cos., Inc. (The)		1,152		26,531
ITV PLC		9,763		16,960
Omnicom Group, Inc.		666		50,416

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

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
ProSiebenSat.1 Media SE		649	$	11,809
Publicis Groupe SA		674		37,308
RTL Group SA		181		10,200
Shaw Communications, Inc. – Class B		1,222		25,202
WPP PLC		3,495		38,315
				237,178
Wireless Telecommunication Services – 0.4%
1&1 Drillisch AG		264		10,454
KDDI Corp.		5,143		124,305
NTT DOCOMO, Inc.		3,831		89,185
Rogers Communications, Inc. – Class B		1,052		58,126
Vodafone Group PLC		79,129		140,956
				423,026
				2,446,481
Energy – 2.0%
Oil, Gas & Consumable Fuels – 2.0%
Enagas SA		661		18,828
Exxon Mobil Corp.		12,928		1,021,700
Galp Energia SGPS SA		1,479		24,249
Keyera Corp.		774		19,004
Koninklijke Vopak NV		135		6,594
Marathon Petroleum Corp.		2,074		128,609
Phillips 66		1,358		130,857
Snam SpA		7,121		35,151
TOTAL SA		8,172		465,139
TransCanada Corp.		2,752		123,071
Valero Energy Corp.		1,305		106,436
				2,079,638
Utilities – 1.8%
Electric Utilities – 1.1%
Alliant Energy Corp.		639		29,311
American Electric Power Co., Inc.		1,458		118,317
CK Infrastructure Holdings Ltd.		2,575		21,458
CLP Holdings Ltd.		4,847		57,433
Duke Energy Corp.		2,128		190,796
Edison International		1,030		61,687
EDP – Energias de Portugal SA		8,217		30,128
Endesa SA		1,174		29,573
Eversource Energy		923		64,435
Fortis, Inc./Canada		1,320		47,596
Iberdrola SA		19,231		160,895
OGE Energy Corp.		531		22,578
Pinnacle West Capital Corp.		325		30,465
Power Assets Holdings Ltd.		4,254		29,521
PPL Corp.		2,239		72,029
Red Electrica Corp. SA		1,264		27,309
SSE PLC		3,210		50,515

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Terna Rete Elettrica Nazionale SpA		3,992	$	24,835
Xcel Energy, Inc.		1,537		84,320
				1,153,201
Multi-Utilities – 0.7%
Ameren Corp.		764		54,427
CMS Energy Corp.		840		45,696
Consolidated Edison, Inc.		962		79,317
DTE Energy Co.		525		64,869
E.ON SE		6,830		75,121
Innogy SE(a)		507		23,436
National Grid PLC		10,311		116,200
Public Service Enterprise Group, Inc.		1,581		92,979
Sempra Energy		855		102,976
WEC Energy Group, Inc.		931		71,017
				726,038
				1,879,239
Consumer Discretionary – 1.7%
Auto Components – 0.2%
Bridgestone Corp.		1,824		72,251
Cie Generale des Etablissements Michelin SCA – Class B		590		70,724
Nokian Renkaat Oyj		439		15,537
Sumitomo Rubber Industries Ltd.		457		5,891
				164,403
Automobiles – 0.5%
Bayerische Motoren Werke AG		961		81,234
Bayerische Motoren Werke AG (Preference Shares)		169		12,496
Daimler AG		2,720		162,846
General Motors Co.		3,852		152,077
Nissan Motor Co., Ltd.		6,548		56,740
Subaru Corp.		1,867		47,569
Yamaha Motor Co., Ltd.		819		16,683
				529,645
Distributors – 0.0%
Genuine Parts Co.		469		51,018
Diversified Consumer Services – 0.0%
H&R Block, Inc.		712		17,195
Hotels, Restaurants & Leisure – 0.3%
Carnival Corp.		1,331		76,878
Carnival PLC		508		28,483
Crown Resorts Ltd.		710		5,778
Darden Restaurants, Inc.		397		44,508
Flight Centre Travel Group Ltd.		193		6,270
GVC Holdings PLC		1,608		13,988
Las Vegas Sands Corp.		1,151		70,706

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Sands China Ltd.		7,638	$	38,098
Sodexo SA		281		30,869
TUI AG		1,306		13,857
				��
				329,435
Household Durables – 0.2%
Barratt Developments PLC		2,752		21,838
Electrolux AB – Class B		683		17,853
Garmin Ltd.		343		28,802
Iida Group Holdings Co., Ltd.		673		12,297
Leggett & Platt, Inc.		342		15,534
Persimmon PLC		933		30,135
Sekisui House Ltd.		2,060		31,015
Taylor Wimpey PLC		9,380		22,550
Whirlpool Corp.		189		26,745
				206,769
Multiline Retail – 0.3%
Harvey Norman Holdings Ltd.		2,376		6,073
Kohl’s Corp.		535		36,129
Macy’s, Inc.		970		24,046
Marks & Spencer Group PLC		5,528		19,977
Next PLC		443		29,877
Nordstrom, Inc.		325		15,366
Target Corp.		1,490		108,234
Wesfarmers Ltd.		3,413		80,459
				320,161
Specialty Retail – 0.1%
Gap, Inc. (The)		648		16,459
Kingfisher PLC		6,591		21,185
L Brands, Inc.		690		18,037
				55,681
Textiles, Apparel & Luxury Goods – 0.1%
Hanesbrands, Inc.		1,118		20,784
Tapestry, Inc.		938		32,774
Yue Yuen Industrial Holdings Ltd.		1,841		6,194
				59,752
				1,734,059
Information Technology – 1.4%
Communications Equipment – 0.7%
Cisco Systems, Inc.		13,707		709,611
Electronic Equipment, Instruments & Components – 0.0%
Venture Corp., Ltd.		526		6,916
IT Services – 0.5%
International Business Machines Corp.		2,769		382,482

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Paychex, Inc.		981	$	75,557
Western Union Co. (The) – Class W		1,355		24,214
				482,253
Semiconductors & Semiconductor Equipment – 0.1%
Maxim Integrated Products, Inc.		811		44,143
Tokyo Electron Ltd.		459		62,747
				106,890
Technology Hardware, Storage & Peripherals – 0.1%
Canon, Inc.		2,971		85,335
Seagate Technology PLC		816		37,993
				123,328
				1,428,998
Materials – 1.0%
Chemicals – 0.5%
BASF SE		2,787		212,139
Covestro AG(a)		563		32,056
EMS-Chemie Holding AG		24		13,838
Evonik Industries AG		582		16,390
JSR Corp.		383		6,369
LyondellBasell Industries NV – Class A		1,020		87,230
Mitsubishi Chemical Holdings Corp.		3,747		27,710
Mitsubishi Gas Chemical Co., Inc.		803		12,295
Nutrien Ltd.		1,885		102,605
Solvay SA		230		25,731
Sumitomo Chemical Co., Ltd.		4,361		21,684
				558,047
Construction Materials – 0.0%
Boral Ltd.		3,431		12,108
Containers & Packaging – 0.1%
Amcor Ltd./Australia		3,673		39,194
International Paper Co.		1,210		55,442
				94,636
Metals & Mining – 0.3%
Boliden AB		801		21,899
Fortescue Metals Group Ltd.		4,494		19,218
Norsk Hydro ASA		2,899		11,965
Rio Tinto Ltd.		1,222		83,287
Rio Tinto PLC		3,560		204,510
voestalpine AG		377		11,655
				352,534
Paper & Forest Products – 0.1%
Stora Enso Oyj – Class R		1,697		22,729

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

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
UPM-Kymmene Oyj		1,579	$	47,613
				70,342
				1,087,667
Real Estate – 0.3%
Real Estate Management & Development – 0.3%
Daito Trust Construction Co., Ltd.		260		36,033
First Capital Realty, Inc.		800		13,022
Hang Lung Properties Ltd.		6,171		14,570
Henderson Land Development Co., Ltd.		4,761		26,919
LendLease Group		1,999		18,271
New World Development Co., Ltd.		16,979		27,108
Sino Land Co., Ltd.		10,511		19,568
Sun Hung Kai Properties Ltd.		4,940		81,904
Swire Properties Ltd.		3,438		13,801
Swiss Prime Site AG(c)		242		20,400
Wharf Holdings Ltd. (The)		2,100		6,569
				278,165
Total Common Stocks (cost $24,798,256)				25,949,912
PREFERRED STOCKS – 6.5%
Real Estate – 6.5%
Diversified REITs – 1.1%
Colony Capital, Inc. Series H 7.125%		8,400		177,828
Colony Capital, Inc. Series I 7.15%		2,525		54,363
Global Net Lease, Inc. Series A 7.25%		5,900		151,335
Investors Real Estate Trust Series C 6.625%		1,675		41,038
PS Business Parks, Inc. Series X 5.25%		10,000		239,500
Spirit Realty Capital, Inc. Series A 6.00%		6,800		156,536
VEREIT, Inc. Series F 6.70%		11,250		279,900

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Vornado Realty Trust Series K 5.70%		1,600	$	40,000
				1,140,500
Hotel & Resort REITs – 1.2%
Ashford Hospitality Trust, Inc. Series F 7.375%		9,475		211,197
Ashford Hospitality Trust, Inc. Series G 7.375%		1,000		21,500
Hersha Hospitality Trust Series C 6.875%		1,000		23,910
Hersha Hospitality Trust Series E 6.50%		12,600		294,084
Pebblebrook Hotel Trust Series C 6.50%		2,600		66,430
Pebblebrook Hotel Trust Series F 6.30%		5,600		138,936
Summit Hotel Properties, Inc. Series E 6.25%		10,500		234,150
Sunstone Hotel Investors, Inc. Series E 6.95%		8,000		213,200
				1,203,407
Industrial REITs – 0.4%
Monmouth Real Estate Investment Corp. Series C 6.125%		9,500		228,380
Rexford Industrial Realty, Inc. Series A 5.875%		2,250		54,720
Rexford Industrial Realty, Inc. Series B 5.875%		6,850		166,832
				449,932
Office REITs – 0.2%
Boston Properties, Inc. Series B 5.25%		3,100		76,880

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
SL Green Realty Corp. Series I 6.50%		7,100	$	184,103
				260,983
Residential REITs – 0.9%
American Homes 4 Rent Series E 6.35%		4,725		121,102
American Homes 4 Rent Series F 5.875%		9,600		235,680
Apartment Investment & Management Co. Series A 6.875%		9,400		245,622
UMH Properties, Inc. Series C 6.75%		10,300		262,959
UMH Properties, Inc. Series D 6.375%		2,000		46,700
				912,063
Retail REITs – 1.8%
Brookfield Property REIT, Inc. Series A 6.375%		11,025		271,105
Cedar Realty Trust, Inc. Series C 6.50%		9,475		194,616
Kimco Realty Corp. Series J 5.50%		10,200		246,024
Pennsylvania Real Estate Investment Trust Series D 6.875%		3,000		61,800
Saul Centers, Inc. Series C 6.875%		375		9,863
Saul Centers, Inc. Series D 6.125%		10,000		235,300
SITE Centers Corp. Series A 6.375%		15,800		390,734
Taubman Centers, Inc. Series J 6.50%		7,050		179,070
Urstadt Biddle Properties, Inc. Series G 6.75%		1,325		33,622

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Urstadt Biddle Properties, Inc. Series H 6.25%		8,375	$	213,981
				1,836,115
Specialized REITs – 0.9%
Digital Realty Trust, Inc. Series C 6.625%		9,100		242,606
Digital Realty Trust, Inc. Series G 5.875%		3,650		95,484
EPR Properties Series G 5.75%		9,225		209,869
National Storage Affiliates Trust Series A 6.00%		3,000		72,420
Public Storage Series C 5.125%		11,200		266,000
				886,379
Total Preferred Stocks (cost $6,920,480)				6,689,379
INVESTMENT COMPANIES – 3.7%
Funds and Investment Trusts – 3.7%(h)
Invesco KBW Premium Yield Equity REIT ETF		9,208		279,739
iShares International Developed Real Estate ETF		4,416		129,654
iShares Mortgage Real Estate ETF		40,020		1,730,065
JPMorgan Alerian MLP Index ETN		61,197		1,507,894
Vanguard Real Estate ETF		2,068		173,691
Total Investment Companies (cost $4,091,336)				3,821,043
	Principal Amount (000)
CORPORATES –NON-INVESTMENT GRADE – 0.1%
Industrial – 0.1%
Energy – 0.1%
California Resources Corp. 8.00%, 12/15/22(a) (cost $88,811)	$	110		87,883

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PORTFOLIO OF INVESTMENTS(continued)

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.4%
Short-Term Municipal Notes – 0.4%
County of Richland SC Series 2019A 3.00%, 2/27/20 (cost $379,580)	$	375	$	379,575
Total Investments – 90.1% (cost $91,629,868)				93,305,713
Other assets less liabilities – 9.9%				10,308,713
Net Assets – 100.0%			$	103,614,426

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Notional (000)			Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Amsterdam Index Futures		2		March 2019	EUR	0	***	$	242,350	$	246,153	$	3,803
Dax Index Futures		13		March 2019	EUR	0	***		747,085		774,683		27,598
Euro STOXX 50 Index Futures		2		March 2019	EUR	0	***		613,992		655,171		41,179
Euro-CAC40 10 Futures		45		March 2019	EUR	0	***		1,565,128		1,688,089		122,961
FTSE 100 Index Futures		6		March 2019	GBP	0	***		532,329		563,075		30,746
FTSE/MIB Index Futures		1		March 2019	EUR	0	***		105,956		117,470		11,514
IBEX 35 Index Futures		3		March 2019	EUR	0	***		306,182		317,079		10,897
Mini MSCI Emerging Markets Futures		19		March 2019	USD	1			938,438		994,365		55,927
OMXS30 Index Futures		59		March 2019	SEK	6			987,501		1,004,201		16,700
S&P 500E-Mini Futures		53		March 2019	USD	3			7,020,876		7,379,455		358,579
S&P TSX 60 Index Futures		4		March 2019	CAD	1			537,693		578,988		41,295
SPI 200 Futures		4		March 2019	AUD	0	***		400,364		436,179		35,815
Topix Index Futures		7		March 2019	JPY	70			988,135		1,008,568		20,433

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    45

PORTFOLIO OF INVESTMENTS(continued)

Description	Number of Contracts		Expiration Month		Notional (000)			Original Value		Value at February 28, 2019		Unrealized Appreciation/ (Depreciation)
U.S.T-Note 10 Yr (CBT) Futures		75		June 2019	USD	7,500		$	9,191,764	$	9,150,000	$	(41,764	)
Sold Contracts
10 Yr Australian Bond Futures		22		March 2019	AUD	2,200			2,046,623		2,106,962		(60,339	)
10 Yr Canadian Bond Futures		12		June 2019	CAD	1,200			1,242,887		1,237,524		5,363
Euro-Bund Futures		4		March 2019	EUR	400			753,351		752,127		1,224
Hang Seng Index Futures		3		March 2019	HKD	0	***		553,213		547,775		5,438
MSCI Singapore Index ETS Futures		27		March 2019	SGD	3			730,120		718,536		11,584
S&P 500E-Mini Futures		10		March 2019	USD	1			1,328,188		1,392,350		(64,162	)
S&P TSX 60 Index Futures		5		March 2019	CAD	1			691,153		723,736		(32,583	)
SPI 200 Futures		2		March 2019	AUD	0	***		195,990		218,090		(22,100	)
												$	580,108

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	850,545	USD	273		3/15/19	$	(3,130	)
Barclays Bank PLC	BRL	1,522	USD	407		3/06/19		1,913
Barclays Bank PLC	USD	408	BRL	1,522		3/06/19		(2,840	)
Barclays Bank PLC	PHP	50,631	USD	960		3/14/19		(15,729	)
Barclays Bank PLC	USD	318	PHP	16,708		3/14/19		3,559
Barclays Bank PLC	AUD	606	USD	438		3/15/19		8,057
Barclays Bank PLC	EUR	932	USD	1,073		3/15/19		11,323
Barclays Bank PLC	JPY	229,216	USD	2,117		3/15/19		58,545
Barclays Bank PLC	NOK	5,399	USD	633		3/15/19		1,912
Barclays Bank PLC	USD	526	MXN	10,825		3/15/19		34,243
Barclays Bank PLC	USD	596	NOK	4,990		3/15/19		(12,711	)
Barclays Bank PLC	USD	862	SEK	7,640		3/15/19		(33,975	)
Barclays Bank PLC	USD	130	INR	9,176		3/18/19		(651	)
Barclays Bank PLC	BRL	1,522	USD	407		4/02/19		2,754
Barclays Bank PLC	CNY	3,736	USD	552		4/17/19		(5,825	)
Barclays Bank PLC	USD	372	IDR	5,247,625		5/09/19		(4,623	)
Barclays Bank PLC	USD	944	IDR	13,624,616		5/09/19		9,983
Barclays Bank PLC	KRW	808,168	USD	718		5/16/19		(1,120	)
BNP Paribas SA	USD	517	AUD	717		3/15/19		(8,362	)
BNP Paribas SA	USD	629	GBP	490		3/15/19		21,117
BNP Paribas SA	USD	1,106	NZD	1,644		3/15/19		14,183
Citibank, NA	USD	675	RUB	44,544		3/07/19		635
Citibank, NA	USD	117	TWD	3,601		3/14/19		(333	)
Citibank, NA	CLP	523,909	USD	784		3/15/19		(15,272	)

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PORTFOLIO OF INVESTMENTS(continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA	USD	891	EUR	775		3/15/19	$	(8,495	)
Citibank, NA	EUR	939	USD	1,082		6/17/19		4,090
Credit Suisse International	GBP	490	USD	617		3/15/19		(32,919	)
Credit Suisse International	USD	579	SEK	5,290		3/15/19		(6,277	)
Credit Suisse International	USD	1,014	CAD	1,333		6/17/19		1,042
Deutsche Bank AG	USD	554	INR	39,522		3/18/19		3,120
Goldman Sachs Bank USA	BRL	211	USD	56		3/06/19		(384	)
Goldman Sachs Bank USA	BRL	1,311	USD	353		3/06/19		3,885
Goldman Sachs Bank USA	USD	407	BRL	1,522		3/06/19		(1,913	)
Goldman Sachs Bank USA	USD	733	RUB	48,932		3/07/19		9,253
Goldman Sachs Bank USA	USD	621	PHP	32,771		3/14/19		10,826
Goldman Sachs Bank USA	USD	149	TWD	4,555		3/14/19		(906	)
Goldman Sachs Bank USA	USD	731	CAD	979		3/15/19		13,098
JPMorgan Chase Bank, NA	SEK	9,238	USD	1,032		3/15/19		31,277
Morgan Stanley & Co., Inc.	TWD	23,392	USD	770		3/14/19		10,811
Morgan Stanley & Co., Inc.	COP	580,076	USD	184		3/15/19		(3,904	)
Morgan Stanley & Co., Inc.	USD	1,331	JPY	149,096		3/15/19		7,294
Natwest Markets PLC	USD	609	PHP	32,405		3/14/19		15,034
Natwest Markets PLC	PEN	570	USD	171		3/15/19		(1,345	)
Standard Chartered Bank	CNY	5,005	USD	737		4/17/19		(10,291	)
State Street Bank & Trust Co.	AUD	380	USD	272		3/15/19		2,612
State Street Bank & Trust Co.	CAD	751	USD	564		3/15/19		(6,512	)
State Street Bank & Trust Co.	CHF	335	USD	342		3/15/19		5,742
State Street Bank & Trust Co.	CZK	6,394	USD	283		3/15/19		(814	)
State Street Bank & Trust Co.	EUR	28	USD	32		3/15/19		251
State Street Bank & Trust Co.	NOK	1,585	USD	186		3/15/19		369
State Street Bank & Trust Co.	NZD	888	USD	613		3/15/19		7,725
State Street Bank & Trust Co.	PLN	1,368	USD	365		3/15/19		3,119
State Street Bank & Trust Co.	SEK	4,713	USD	526		3/15/19		15,260
State Street Bank & Trust Co.	THB	10,355	USD	317		3/15/19		(12,063	)
State Street Bank & Trust Co.	USD	575	AUD	801		3/15/19		(6,917	)
State Street Bank & Trust Co.	USD	132	CAD	177		3/15/19		2,365
State Street Bank & Trust Co.	USD	222	CZK	5,020		3/15/19		710
State Street Bank & Trust Co.	USD	212	EUR	186		3/15/19		(530	)
State Street Bank & Trust Co.	USD	572	MXN	11,880		3/15/19		43,558
State Street Bank & Trust Co.	USD	398	NOK	3,373		3/15/19		(3,987	)
State Street Bank & Trust Co.	USD	456	NZD	678		3/15/19		5,901
State Street Bank & Trust Co.	USD	113	SEK	1,021		3/15/19		(2,586	)
State Street Bank & Trust Co.	USD	197	THB	6,290		3/15/19		2,775
State Street Bank & Trust Co.	USD	436	TRY	2,449		3/15/19		19,637
State Street Bank & Trust Co.	USD	154	ZAR	2,082		3/15/19		(6,609	)
State Street Bank & Trust Co.	ZAR	2,082	USD	143		3/15/19		(4,210	)
State Street Bank & Trust Co.	HUF	71,174	USD	257		6/17/19		(1,429	)
State Street Bank & Trust Co.	NOK	2,008	USD	237		6/17/19		1,670
State Street Bank & Trust Co.	THB	6,754	USD	217		6/17/19		1,844
State Street Bank & Trust Co.	USD	235	MXN	4,572		6/17/19		(1,363	)
							$	173,467

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    47

PORTFOLIO OF INVESTMENTS(continued)

CALL OPTIONS WRITTEN (see Note D)

Description	Counterparty	Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(i)	Citibank, NA		270	EUR	3,250.00		March 2019	EUR	878	$	13,890	$	(17,395	)
FTSE 100 Index(i)	Citibank, NA		50	GBP	7,200.00		March 2019	GBP	360		3,677		(1,103	)
Nikkei 225 Index(i)	Goldman Sachs International		3,000	JPY	21,375.00		March 2019	JPY	64,125		8,228		(4,741	)
S&P 500 Index(i)	Goldman Sachs International		1,100	USD	2,790.00		March 2019	USD	3,069		43,648		(25,341	)
										$	69,443	$	(48,580	)

PUT OPTIONS WRITTEN (see Note D)

Description	Counterparty	Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(i)	Citibank, NA		270	EUR	3,250.00		March 2019	EUR	878	$	9,184	$	(4,525	)
FTSE 100 Index(i)	Citibank, NA		50	GBP	7,200.00		March 2019	GBP	360		8,232		(10,329	)
Nikkei 225 Index(i)	Goldman Sachs International		3,000	JPY	21,375.00		March 2019	JPY	64,125		7,382		(4,473	)
S&P 500 Index(i)	Goldman Sachs International		1,100	USD	2,790.00		March 2019	USD	3,069		21,736		(31,410	)
										$	46,534	$	(50,737	)

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)
NOK	7,850		4/27/27	6 Month NIBOR		1.935	%	Semi-Annual/ Annual	$	5,995	$	—	$	5,995
SEK	1,770		6/08/28	3 Month STIBOR		1.178	%	Quarterly/ Annual		5,839		—		5,839
CHF	480		7/12/28	6 Month LIBOR		0.403	%	Semi-Annual/ Annual		11,541		—		11,541
CHF	520		9/10/28	6 Month LIBOR		0.400	%	Semi-Annual/ Annual		11,020		—		11,020
NOK	1,390		10/11/28	6 Month NIBOR		2.396	%	Semi-Annual/ Annual		5,261		—		5,261
NOK	9,670		11/13/28	6 Month NIBOR		2.322	%	Semi-Annual/ Annual		26,933		—		26,933
SEK	7,180		11/13/28	3 Month STIBOR		1.273	%	Quarterly/ Annual		23,851		—		23,851
CHF	980		11/13/28	6 Month LIBOR		0.510	%	Semi-Annual/ Annual		31,865		—		31,865

48    ^|    AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO 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)
NZD	420		11/13/28		3 Month BKBM		3.105	%		Quarterly/ Semi-Annual	$	18,597		$	—	$	18,597
NOK	1,230		12/11/28		6 Month NIBOR		2.172	%		Semi-Annual/ Annual		1,317			—		1,317
SEK	1,100		12/11/28		3 Month STIBOR		1.120	%		Quarterly/ Annual		1,818			—		1,818
SEK	5,180		12/14/28		3 Month STIBOR		1.112	%		Quarterly/ Annual		7,953			—		7,953
SEK	2,870		1/11/29		3 Month STIBOR		1.080	%		Quarterly/ Annual		2,824			—		2,824
NZD	80		1/11/29		3 Month BKBM		2.653	%		Quarterly/ Semi-Annual		956			—		956
CHF	60		1/11/29		6 Month LIBOR		0.299	%		Semi-Annual/ Annual		492			—		492
NOK	2,540		2/08/29		6 Month NIBOR		2.072	%		Semi-Annual/ Annual		(345	)		—		(345	)
											$	155,917		$	—	$	155,917

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00	%		Monthly		7.20	%	USD	70	$	(8,480	)	$	(9,184	)	$	704
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	8		(969	)		(814	)		(155	)
Credit Suisse International
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	138		(16,719	)		(17,443	)		724
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	4		(485	)		(509	)		24
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	3		(364	)		(308	)		(56	)

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    49

PORTFOLIO OF INVESTMENTS(continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2019			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00	%		Monthly		7.20	%	USD	54	$	(6,537	)	$	(5,549	)	$	(988	)
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	81		(9,813	)		(8,110	)		(1,703	)
Goldman Sachs International
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	149		(18,039	)		(21,994	)		3,955
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	26		(3,150	)		(3,397	)		247
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	7		(848	)		(915	)		67
CDX-CMBX. NA.BBB- Series 6, 5/11/63*		3.00			Monthly		7.20		USD	69		(8,359	)		(6,706	)		(1,653	)
											$	(73,763	)	$	(74,929	)	$	1,166

* 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		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	1,864		8/31/20		2.235	%		CPI	#		Maturity	$	(22,538	)
Barclays Bank PLC	USD	1,865		9/04/20		2.248	%		CPI	#		Maturity		(22,575	)
Barclays Bank PLC	USD	2,083		9/20/20		2.263	%		CPI	#		Maturity		(25,039	)
Barclays Bank PLC	USD	2,079		10/15/20		2.208	%		CPI	#		Maturity		(21,692	)
Barclays Bank PLC	USD	1,067		10/15/20		2.210	%		CPI	#		Maturity		(11,185	)
Citibank, NA	USD	1,520		10/17/20		2.220	%		CPI	#		Maturity		(16,056	)
JPMorgan Chase Bank, NA	USD	1,911		8/30/20		2.210	%		CPI	#		Maturity		(22,066	)
													$	(141,151	)

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

PORTFOLIO OF INVESTMENTS(continued)

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation

# of Shares or Units

Rate Paid/ Received

Payment Frequency

Notional Amount (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Receive Total Return on Reference Obligation

JPMorgan Chase Bank, NA iBoxx $ Liquid High Yield Index

5,800,000

LIBOR

Quarterly

USD

5,800

3/20/19

$

6,713

Pay Total Return on Reference Obligation

JPMorgan Chase Bank, NA iBoxx $ Liquid High Yield Index

5,800,000

LIBOR

Maturity

USD

5,800

3/20/19

(405,611

)

JPABSAA1(1)

352,015

0.00

%

Maturity

USD

35,887

3/29/19

– 0

–

$

(398,898

)

**  Principal amount less than 500.

***  Notional amount less than 500.

(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 28, 2019, the aggregate market value of these securities amounted to $5,618,526 or 5.4% of net assets.

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

(c) Non-income producing security.

(d) Defaulted.

(e) When-Issued or delayed delivery security.

(f) Defaulted matured security.

(g) Illiquid security.

(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.

(i) One contract relates to 1 share.

As of February 28, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have beenpre-refunded or escrowed to maturity are 5.2% 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 HKD – Hong Kong Dollar HUF – Hungarian Forint IDR – Indonesian Rupiah INR – Indian Rupee JPY – Japanese Yen 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 SGD – Singapore Dollar THB – Thailand Baht TRY – Turkish Lira TWD – New Taiwan Dollar USD – United States Dollar ZAR – South African Rand

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    51

PORTFOLIO OF INVESTMENTS(continued)

Glossary:

AGM – Assured Guaranty Municipal

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

ETF – Exchange Traded Fund

ETM – Escrowed to Maturity

ETN – Exchange Traded Note

ETS – Emission Trading Scheme

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

NATL – National Interstate Corporation

NIBOR – Norwegian Interbank Offered Rate

REIT – Real Estate Investment Trust

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

(1) The following table represents the 50 largest (long/short) equity basket holdings underlying the total return swap with JPABSAA1 as of February 28, 2019.

Security Description	Shares			Notional Value as of 2/28/19			Percent of Basket’s Value
S&P 500 Total Return		(3,163	)	$	(17,619,971	)		(49.1	)%
MSCI Daily TR Gross EAFE		(1,389	)		(10,729,880	)		(29.9	)%
J.P. Morgan Cash Index		3,915			1,162,703			3.2	%
MSCI Daily TR Gross Canada		(146	)		(1,076,577	)		(3.0	)%
Roche Holding AG		3,188			886,381			2.5	%
Nice Ltd.		66			775,135			2.2	%
Microsoft Corp		6,761			757,192			2.1	%
Raytheon Corp		4,071			757,192			2.1	%
HKT Trust & HKT Ltd.		467,148			714,129			2.0	%
Royal Dutch Shell PLC		216			678,243			1.9	%
Merck & Co, Inc.		8,240			667,478			1.9	%
Fidelity National Financial, Inc.		18,353			642,357			1.8	%
Ross Stores, Inc.		6,762			642,357			1.8	%
Boeing Co/The		1,403			617,237			1.7	%
Philip Morris International, Inc.		6,930			602,883			1.7	%
Toronto-Dominion Bank/The		10,398			592,117			1.7	%
Apple, Inc.		3,277			566,997			1.6	%
Nippon Telegraph & Telephone Corp		12,897			556,231			1.6	%
Automatic Data Processing, Inc.		3,612			552,643			1.5	%
Booz Allen Hamilton Holding Corp		10,224			541,877			1.5	%
TJX Cos, Inc./The		10,484			534,700			1.5	%
Check Point Software Technolog		4,353			531,111			1.5	%
NN Group NV		12,025			520,345			1.5	%
Royal Bank of Canada		6,607			516,757			1.4	%
RELX PLC		22,533			513,168			1.4	%
Oracle Corp		9,800			509,580			1.4	%
Walmart, Inc.		5,039			498,814			1.4	%

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

PORTFOLIO OF INVESTMENTS(continued)

Security Description	Shares		Notional Value as of 2/28/19		Percent of Basket’s Value
Paychex, Inc.		6,292	$	484,459		1.4	%
Gilead Sciences, Inc.		7,288		473,694		1.3	%
Pfizer, Inc.		11,016		473,694		1.3	%
Oracle Corp Japan		6,297		470,105		1.3	%
Dollar General Corp		3,954		466,517		1.3	%
British American Tobacco PLC		118		434,219		1.2	%
McDonald’s Corp		2,360		434,219		1.2	%
Comcast Corp		11,042		430,631		1.2	%
Nippon Building Fund, Inc.		66		430,631		1.2	%
Wolters Kluwer NV		6,249		412,688		1.2	%
EDP – Energias de Portugal SA		114,504		391,156		1.1	%
Aristocrat Leisure Ltd.		21,790		387,568		1.1	%
Koninklijke Ahold Delhaize NV		14,250		373,213		1.0	%
Home Depot, Inc./The		1,998		369,625		1.0	%
Vonovia SE		7,549		369,625		1.0	%
Novo Nordisk A/S		7,448		366,036		1.0	%
Intercontinental Exchange, Inc.		4,707		362,447		1.0	%
Amadeus IT Group SA		4,727		355,270		1.0	%
Merlin Properties Socimi SA		27,504		344,505		1.0	%
UnitedHealth Group, Inc.		1,424		344,505		1.0	%
Quebecor, Inc.		13,883		337,327		0.9	%
AutoZone, Inc.		352		330,150		0.9	%
Salmar ASA		6,882		330,150		0.9	%
Other		280,513		12,527,764		34.9	%

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    53

STATEMENT OF ASSETS & LIABILITIES

February 28, 2019(unaudited)

Assets
Investments in securities, at value (cost $91,629,868)	$	93,305,713
Cash		5,322,397
Cash collateral due from broker		1,484,537
Foreign currencies, at value (cost $3,414,848)		3,432,646
Unaffiliated interest and dividends receivable		843,471
Unrealized appreciation on forward currency exchange contracts		391,492
Receivable for terminated total return swaps		388,104
Receivable for investment securities sold		29,040
Affiliated dividends receivable		9,382
Receivable for shares of beneficial interest sold		8,034
Unrealized appreciation on total return swaps		6,713
Other assets		2,507
Total assets		105,224,036
Liabilities
Options written, at value (premiums received $115,977)		99,317
Unrealized depreciation on total return swaps		405,611
Payable for investment securities purchased and foreign currency transactions		278,179
Unrealized depreciation on forward currency exchange contracts		218,025
Payable for variation margin on futures		201,913
Unrealized depreciation on inflation swaps		141,151
Market value on credit default swaps (net premiums received $74,929)		73,763
Payable for variation margin on centrally cleared swaps		26,231
Payable for shares of beneficial interest redeemed		20,947
Distribution fee payable		17,494
Advisory fee payable		17,151
Transfer Agent fee payable		9,814
Trustees’ fees payable		6,295
Accrued expenses and other liabilities		93,719
Total liabilities		1,609,610
Net Assets	$	103,614,426
Composition of Net Assets
Shares of beneficial interest, at par	$	86
Additionalpaid-in capital		102,525,312
Distributable earnings		1,089,028
	$	103,614,426

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	63,001,803		5,219,168	$	12.07	*
B	$	538,987		43,555	$	12.37
C	$	6,669,451		542,667	$	12.29
Advisor	$	33,404,185		2,763,231	$	12.09

* The maximum offering price per share for Class A shares was $12.61 which reflects a sales charge of 4.25%.

See notes to financial statements.

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

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2019(unaudited)

Investment Income
Interest	$	1,132,151
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $11,564)		828,261
Affiliated issuers		47,805		$	2,008,217
Expenses
Advisory fee (see Note B)		287,999
Distribution fee—Class A		80,328
Distribution fee—Class B		2,818
Distribution fee—Class C		33,201
Transfer agency—Class A		26,735
Transfer agency—Class B		338
Transfer agency—Class C		2,886
Transfer agency—Advisor Class		13,845
Custodian		79,490
Audit and tax		36,486
Registration fees		29,468
Legal		22,149
Printing		19,685
Trustees’ fees		12,439
Miscellaneous		22,121
Total expenses		669,988
Less: expenses waived and reimbursed by the Adviser (see Note B)		(166,817	)
Net expenses					503,171
Net investment income					1,505,046
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)					(488,749	)
Forward currency exchange contracts					193,194
Futures					(1,151,800	)
Options written					(446,595	)
Swaps					408,318
Foreign currency transactions					(91,164	)
Net change in unrealized appreciation/depreciation of:
Investments					(749,638	)
Forward currency exchange contracts					381,823
Futures					409,106
Options written					(9,825	)
Swaps					(288,323	)
Foreign currency denominated assets and liabilities					27,642
Net loss on investment and foreign currency transactions					(1,806,011	)
Net Decrease in Net Assets from Operations				$	(300,965	)

(a) Net of foreign capital gains taxes of $233.

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    55

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,505,046		$	3,386,323
Net realized gain (loss) on investment and foreign currency transactions		(1,576,796	)		2,874,068
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(229,215	)		(3,212,261	)
Net increase (decrease) in net assets from operations		(300,965	)		3,048,130
Distributions to Shareholders*
Class A		(3,077,931	)		(8,685,059	)
Class B		(24,186	)		(67,330	)
Class C		(281,406	)		(958,006	)
Advisor Class		(1,609,841	)		(4,693,202	)
Transactions in Shares of Beneficial Interest
Net decrease		(3,514,360	)		(6,101,101	)
Total decrease		(8,808,689	)		(17,456,568	)
Net Assets
Beginning of period		112,423,115			129,879,683
End of period	$	103,614,426		$	112,423,115

* The prior year’s amounts have been reclassified to conform with the current year’s presentation. See Note I, Recent Accounting Pronouncements, in the Notes to Financial Statements for more information.

See notes to financial statements.

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February 28, 2019(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 ABTax-Managed All Market Income Portfolio (formerly ABTax-Managed Balanced Wealth Strategy) (the “Fund”). The Fund offers Class A, Class B, Class C and Advisor Class shares. Class A shares are sold with afront-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, 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.

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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 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.

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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 innon-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)

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

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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 28, 2019:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Long-Term Municipal Bonds	$	– 0	–	$	47,041,754		$	9,336,167		$	56,377,921
Common Stocks:
Health Care		2,581,293			2,333,634			– 0	–		4,914,927
Consumer Staples		2,810,394			1,713,865			– 0	–		4,524,259
Financials		1,357,488			1,599,838			– 0	–		2,957,326
Industrials		858,399			1,760,754			– 0	–		2,619,153
Communication Services		1,641,186			805,295			– 0	–		2,446,481
Energy		1,529,677			549,961			– 0	–		2,079,638
Utilities		1,256,251			622,988			– 0	–		1,879,239
Consumer Discretionary		786,161			947,898			– 0	–		1,734,059
Information Technology		1,274,000			154,998			– 0	–		1,428,998
Materials		245,277			842,390			– 0	–		1,087,667
Real Estate		13,022			265,143			– 0	–		278,165
Preferred Stocks		6,689,379			– 0	–		– 0	–		6,689,379
Investment Companies		3,821,043			– 0	–		– 0	–		3,821,043
Corporates – Non-Investment Grade		– 0	–		87,883			– 0	–		87,883
Short-Term Investments		– 0	–		379,575			– 0	–		379,575
Total Investments in Securities		24,863,570			59,105,976			9,336,167			93,305,713
Other Financial Instruments(a):
Assets:
Futures		462,388			338,668			– 0	–		801,056	(b)
Forward Currency Exchange Contracts		– 0	–		391,492			– 0	–		391,492
Centrally Cleared Interest Rate Swaps		– 0	–		156,262			– 0	–		156,262	(b)
Total Return Swaps		– 0	–		6,713			– 0	–		6,713
Liabilities:
Futures		(198,848	)		(22,100	)		– 0	–		(220,948	)(b)
Forward Currency Exchange Contracts		– 0	–		(218,025	)		– 0	–		(218,025	)
Call Options Written		– 0	–		(48,580	)		– 0	–		(48,580	)
Put Options Written		– 0	–		(50,737	)		– 0	–		(50,737	)
Centrally Cleared Interest Rate Swaps		– 0	–		(345	)		– 0	–		(345	)(b)
Credit Default Swaps		– 0	–		(73,763	)		– 0	–		(73,763	)
Inflation (CPI) Swaps		– 0	–		(141,151	)		– 0	–		(141,151	)
Total Return Swaps		– 0	–		(405,611	)		– 0	–		(405,611	)
Total(c)	$	25,127,110		$	59,038,799		$	9,336,167		$	93,502,076

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(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) There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

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

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

	Long-Term Municipal Bonds			Total
Balance as of 8/31/18	$	8,607,904		$	8,607,904
Accrued discounts/(premiums)		(7,045	)		(7,045	)
Realized gain (loss)		(285,046	)		(285,046	)
Change in unrealized appreciation/depreciation		191,476			191,476
Purchases		1,311,231			1,311,231
Sales		(482,353	)		(482,353	)
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–
Balance as of 2/28/19	$	9,336,167		$	9,336,167
Net change in unrealized appreciation/depreciation from investments held as of 2/28/19(a)	$	(115,109	)	$	(115,109	)

(a) The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

As of February 28, 2019, all Level 3 securities were priced by third party vendors.

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

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, 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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 theex-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 apro-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 theex-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

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NOTES TO FINANCIAL STATEMENTS(continued)

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%, 1.74% and .74% of the daily average net assets for the Class A, Class B, Class C and Advisor Class shares, respectively. For the six months ended February 28, 2019, such reimbursement amounted to $164,644. The Expense Caps will remain in effect through December 31, 2019.

During 2017, 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, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO, and, as a result, in the fourth quarter of 2018 and in the first quarter of 2019, AXA completed public offerings of additional shares of AXA Equitable’s common stock and simultaneously sold shares to AXA Equitable pursuant to a separate agreement with it. AXA also granted the underwriters of the offering an option to purchase additional shares of AXA Equitable, which was exercised. As a result of the foregoing sales of AXA Equitable shares, as of March 25, 2019, AXA owns approximately 48.3% of the shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021, and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s

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NOTES TO FINANCIAL STATEMENTS(continued)

current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 18, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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. Effective August 1, 2018, 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, 2019. 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 28, 2019, such waiver amounted to $2,173.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2019 is as follows:

Fund	Market Value 8/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/28/19 (000)			Dividend Income (000)
Government Money Market Portfolio	$	1,665	$	27,321	$	28,986	$	– 0	–	$	48

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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 $21,971 for the six months ended February 28, 2019.

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 retainedfront-end sales charges of $131 from the sale of Class A shares and received $17, $155 and $130 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended February 28, 2019.

Brokerage commissions paid on investment transactions for the six months ended February 28, 2019 amounted to $10,776, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plans

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, 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. Effective August 1, 2014, payments under the Class A shares are limited to an annual rate of .25% of Class A share’s average daily net assets. The Plans provide 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.

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NOTES TO FINANCIAL STATEMENTS(continued)

In the event that a 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 Plans also provide 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 28, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	9,570,103		$	19,670,549
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	$	5,355,379
Gross unrealized depreciation		(3,292,265	)
Net unrealized appreciation	$	2,063,114

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 fornon-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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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 28, 2019, the Fund held futures for hedging andnon-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 fornon-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

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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 28, 2019, the Fund held forward currency exchange contracts for hedging andnon-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 andover-the-counter markets. Among other things, the Fund may use options transactions fornon-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, as included on the Portfolio of Investments. 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

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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 28, 2019, the Fund held written options for hedging andnon-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates. The Fund may also enter into swaps fornon-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

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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 aphased-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 thannon-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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 28, 2019, the Fund held interest rate swaps for hedging andnon-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 28, 2019, the Fund held inflation (CPI) swaps for hedging andnon-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)

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NOTES TO FINANCIAL STATEMENTS(continued)

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. As of February 28, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.

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 28, 2019, the Fund held credit default swaps for hedging andnon-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 28, 2019, the Fund held total return swaps for hedging andnon-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 tables below for additional details.

During the six months ended February 28, 2019, 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	$	6,587	*	Receivable/Payable for variation margin on futures	$	102,103	*
Equity contracts	Receivable/Payable for variation margin on futures		794,469	*	Receivable/Payable for variation margin on futures		118,845	*

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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
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps	$	156,262	*	Receivable/Payable for variation margin on centrally cleared swaps	$	345	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		391,492		Unrealized depreciation on forward currency exchange contracts		218,025
Equity contracts					Options written, at value		99,317
Interest rate contracts					Unrealized depreciation on inflation swaps		141,151
Credit contracts					Market value on credit default swaps		73,763
Credit contracts	Unrealized appreciation on total return swaps		6,713		Unrealized depreciation on total return swaps		405,611
Total		$	1,355,523			$	1,159,160

* 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	$	(9,892	)	$	(80,103	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(1,141,908	)		489,209

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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 currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	193,194		$	381,823
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(446,595	)		(9,825	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		45,950			24,708
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		139,781			(322,457	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		222,587			9,426
Total		$	(996,883	)	$	492,781

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 28, 2019:

Futures:
Average original value of buy contracts	$	27,695,784
Average original value of sale contracts	$	9,356,195
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	16,703,997
Average principal amount of sale contracts	$	17,797,939
Options Written:
Average notional amount	$	10,673,456
Inflation Swaps:
Average notional amount	$	10,758,286
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	6,248,105
Credit Default Swaps:
Average notional amount of buy contracts	$	539,000
Total Return Swaps:
Average notional amount	$	43,803,074

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NOTES TO FINANCIAL STATEMENTS(continued)

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 28, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivatives Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivatives Assets

Barclays Bank PLC

$

132,289

$

(132,289

)

$

– 0

–

$

– 0

–

$

– 0

–

BNP Paribas SA

35,300

(8,362

)

– 0

–

– 0

–

26,938

Citibank, NA

4,725

(4,725

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

1,042

(1,042

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

3,120

– 0

–

– 0

–

– 0

–

3,120

Goldman Sachs Bank USA/Goldman Sachs International

37,062

(37,062

)

– 0

–

– 0

–

– 0

–

JPMorgan Chase Bank, NA

37,990

(37,990

)

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co., Inc.

18,105

(3,904

)

– 0

–

– 0

–

14,201

Natwest Markets PLC

15,034

(1,345

)

– 0

–

– 0

–

13,689

State Street Bank & Trust Co.

113,538

(47,020

)

– 0

–

– 0

–

66,518

Total

$

398,205

$

(273,739

)

$

– 0

–

$

– 0

–

$

124,466

^

Counterparty

Derivatives Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivatives Liabilities

Bank of America, NA

$

3,130

$

– 0

–

$

– 0

–

$

– 0

–

$

3,130

Barclays Bank PLC

180,503

(132,289

)

– 0

–

– 0

–

48,214

BNP Paribas SA

8,362

(8,362

)

– 0

–

– 0

–

– 0

–

Citibank, NA

73,508

(4,725

)

– 0

–

– 0

–

68,783

Citigroup Global Markets, Inc.

9,449

– 0

–

– 0

–

– 0

–

9,449

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NOTES TO FINANCIAL STATEMENTS(continued)

Counterparty	Derivatives Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Credit Suisse International	$	73,114	$	(1,042	)	$	– 0	–	$	– 0	–	$	72,072
Goldman Sachs Bank USA/Goldman Sachs International		99,564		(37,062	)		(62,502	)		– 0	–		– 0	–
JPMorgan Chase Bank, NA		427,677		(37,990	)		– 0	–		– 0	–		389,687
Morgan Stanley & Co., Inc.		3,904		(3,904	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		1,345		(1,345	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		10,291		– 0	–		– 0	–		– 0	–		10,291
State Street Bank & Trust Co.		47,020		(47,020	)		– 0	–		– 0	–		– 0	–
Total	$	937,867	$	(273,739	)	$	(62,502	)	$	– 0	–	$	601,626	^

* 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 innon-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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NOTE E

Shares of Beneficial Interest

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

	Shares						Amount
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class A
Shares sold		62,831			59,319		$	736,473		$	776,388
Shares issued in reinvestment of dividends and distributions		234,637			589,797			2,725,020			7,572,682
Shares converted from Class B		3,725			9,276			45,154			122,429
Shares converted from Class C		48,025			209,112			592,738			2,706,653
Shares redeemed		(566,123	)		(995,328	)		(6,723,087	)		(12,898,561	)
Net decrease		(216,905	)		(127,824	)	$	(2,623,702	)	$	(1,720,409	)
Class B
Shares sold		1,631			3,637		$	20,238		$	48,126
Shares issued in reinvestment of dividends and distributions		1,908			4,911			22,636			64,560
Shares converted to Class A		3,638			(9,118	)		(45,154	)		(122,429	)
Shares redeemed		(11,030	)		(6,107	)		(45,882	)		(79,922	)
Net decrease		(3,853	)		(6,677	)	$	(48,162	)	$	(89,665	)
Class C
Shares sold		20,082			29,177		$	240,605		$	379,376
Shares issued in reinvestment of dividends and distributions		21,718			65,212			256,037			852,359
Shares converted to Class A		47,221			(206,704	)		(592,738	)		(2,706,653	)
Shares redeemed		(118,696	)		(175,835	)		(299,076	)		(2,309,610	)
Net decrease		(29,675	)		(288,150	)	$	(395,172	)	$	(3,784,528	)
Advisor Class
Shares sold		256,821			409,109		$	3,066,472		$	5,322,973
Shares issued in reinvestment of dividends and distributions		119,684			301,378			1,391,485			3,875,451
Shares redeemed		(406,722	)		(756,015	)		(4,905,281	)		(9,704,923	)
Net decrease		(30,217	)		(45,528	)	$	(447,324	)	$	(506,499	)

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

NOTES TO FINANCIAL STATEMENTS(continued)

NOTE F

Risks Involved in Investing in the Fund

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

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. ornon-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.

High Yield Securities Risk—Investments in fixed-income securities with ratings below investment grade (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.

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 invest more of its assets in a particular state’s municipal securities, the Fund’s 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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 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 ofnon-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

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

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.

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

NOTES TO FINANCIAL STATEMENTS(continued)

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

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.

NOTE G

Joint Credit Facility

A number ofopen-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 28, 2019.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2018 and August 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	4,653,335	$	915,382
Long-term capital gains		6,716,865		744,793
Total taxable distributions		11,370,200		1,660,175
Tax-exempt distributions		3,033,397		863,430
Total distributions paid	$	14,403,597	$	2,523,605

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    83

NOTES TO FINANCIAL STATEMENTS(continued)

As of August 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,675,377	(a)
Undistributed capital gains		1,532,650
Unrealized appreciation/(depreciation)		2,177,121	(b)
Total accumulated earnings/(deficit)	$	6,385,148	(c)

(a) Includes tax exempt income of $118,183.

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

(c) The difference between book-basis andtax-basis components of accumulated earnings/(deficit) is attributable primarily to 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, 2018, the Fund did not have any capital loss carryforwards.

NOTE I

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20), 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. The ASU2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.

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

NOTES TO FINANCIAL STATEMENTS(continued)

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.68			$  13.93			$  13.20			$  13.32			$  14.13			$  12.87
Income From Investment Operations
Net investment income(a)(b)		.17			.36			.34†			.17			.19			.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.20	)		(.01	)		.65			.37			(.49	)		1.24
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.03	)		.35			.99			.54			(.30	)		1.52
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.69	)		(.19	)		(.21	)		(.06	)		(.26	)
Distributions from net realized gain on investment transactions		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)		– 0	–
Total dividends and distributions		(.58	)		(1.60	)		(.26	)		(.66	)		(.51	)		(.26	)
Net asset value, end of period		$  12.07			$  12.68			$  13.93			$  13.20			$  13.32			$  14.13
Total Return
Total investment return based on net asset value(d)*		0	%		2.54	%+		7.64	%†+		4.19	%		(2.19	)%		11.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$63,002			$68,946			$77,486			$73,526			$79,242			$95,133
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.99	%^		.99	%		1.08	%		1.13	%		1.13	%		1.19	%
Expenses, before waivers/reimbursements(e)(f)‡		1.31	%^		1.31	%		1.25	%		1.19	%		1.18	%		1.20	%
Net investment income(b)		2.85	%^		2.77	%		2.57	%†		1.31	%		1.39	%		2.03	%
Portfolio turnover rate		10	%		50	%		85	%		25	%		29	%		58	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.04	%		.11	%		.16	%		.17	%		.01	%

See footnote summary on page 90.

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

FINANCIAL HIGHLIGHTS(continued)

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

	Class B
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.98			$  14.08			$  13.27			$  13.29			$  14.15			$  12.90
Income From Investment Operations
Net investment income(a)(b)		.13			.27			.24†			.08			.09			.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.21	)		(.01	)		.64			.37			(.50	)		1.24
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.08	)		.26			.88			.45			(.41	)		1.43
Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.45	)		– 0	–		(.02	)		– 0	–		(.18	)
Distributions from net realized gain on investment transactions		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)		– 0	–
Total dividends and distributions		(.53	)		(1.36	)		(.07	)		(.47	)		(.45	)		(.18	)
Net asset value, end of period		$  12.37			$  12.98			$  14.08			$  13.27			$  13.29			$  14.15
Total Return
Total investment return based on net asset value(d)*		(.41	)%		1.83	%+		6.69	%†+		3.46	%		(2.98	)%		11.14	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$539			$615			$762			$1,342			$2,322			$4,631
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.74	%^		1.74	%		1.88	%		1.88	%		1.88	%		1.91	%
Expenses, before waivers/reimbursements(e)(f)‡		2.09	%^		2.09	%		2.03	%		1.94	%		1.94	%		1.91	%
Net investment income(b)		2.10	%^		2.02	%		1.80	%†		.60	%		.68	%		1.41	%
Portfolio turnover rate		10	%		50	%		85	%		25	%		29	%		58	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.04	%		.11	%		.16	%		.17	%		.01	%

See footnote summary on page 90.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.90			$  13.93			$  13.19			$  13.30			$  14.17			$  12.92
Income From Investment Operations
Net investment income(a)(b)		.13			.27			.23†			.07			.09			.18
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.21	)		(.02	)		.66			.37			(.50	)		1.25
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.08	)		.25			.89			.44			(.41	)		1.43
Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.37	)		(.08	)		(.10	)		(.01	)		(.18	)
Distributions from net realized gain on investment transactions		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)		– 0	–
Total dividends and distributions		(.53	)		(1.28	)		(.15	)		(.55	)		(.46	)		(.18	)
Net asset value, end of period		$  12.29			$  12.90			$  13.93			$  13.19			$  13.30			$  14.17
Total Return
Total investment return based on net asset value(d)*		(.39	)%		1.83	%+		6.82	%†+		3.40	%		(2.96	)%		11.17	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,669			$7,383			$11,986			$24,955			$27,177			$31,135
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.74	%^		1.74	%		1.86	%		1.89	%		1.88	%		1.90	%
Expenses, before waivers/reimbursements(e)(f)‡		2.06	%^		2.05	%		1.99	%		1.94	%		1.94	%		1.90	%
Net investment income(b)		2.09	%^		2.02	%		1.72	%†		.56	%		.63	%		1.33	%
Portfolio turnover rate		10	%		50	%		85	%		25	%		29	%		58	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.04	%		.11	%		.16	%		.17	%		.01	%

See footnote summary on page 90.

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

FINANCIAL HIGHLIGHTS(continued)

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

	Advisor Class
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  12.70			$  13.96			$  13.24			$  13.36			$  14.16			$  12.88
Income From Investment Operations
Net investment income(a)(b)		.19			.39			.37†			.20			.22			.31
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.20	)		.00	(c)		.64			.38			(.49	)		1.26
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.01	)		.39			1.01			.58			(.27	)		1.57
Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.74	)		(.22	)		(.25	)		(.08	)		(.29	)
Distributions from net realized gain on investment transactions		(.40	)		(.91	)		(.07	)		(.45	)		(.45	)		– 0	–
Total dividends and distributions		(.60	)		(1.65	)		(.29	)		(.70	)		(.53	)		(.29	)
Net asset value, end of period		$  12.09			$  12.70			$  13.96			$  13.24			$  13.36			$  14.16
Total Return
Total investment return based on net asset value(d)*		.13	%		2.95	%		7.84	%†+		4.48	%		(1.96	)%		12.29	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$33,404			$35,479			$39,646			$39,382			$40,917			$40,249
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.74	%^		.74	%		.84	%		.89	%		.88	%		.89	%
Expenses, before waivers/reimbursements(e)(f)‡		1.06	%^		1.06	%		1.00	%		.94	%		.94	%		.90	%
Net investment income(b)		3.10	%^		3.02	%		2.81	%†		1.55	%		1.61	%		2.24	%
Portfolio turnover rate		10	%		50	%		85	%		25	%		29	%		58	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.04	%		.11	%		.16	%		.17	%		.01	%

See footnote summary on page 90.

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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 bank overdraft expense:

Six Months Ended February 28, 2019

Year Ended August 31,

(unaudited)

2018

2017

2016

2015

2014

Class A

Net of waivers

N/A

.99

%

N/A

N/A

N/A

N/A

Before waivers

N/A

1.30

%

N/A

N/A

N/A

N/A

Class B

Net of waivers

N/A

1.74

%

N/A

N/A

N/A

N/A

Before waivers

N/A

2.09

%

N/A

N/A

N/A

N/A

Class C

Net of waivers

N/A

1.74

%

N/A

N/A

N/A

N/A

Before waivers

N/A

2.04

%

N/A

N/A

N/A

N/A

Advisor Class

Net of waivers

N/A

.74

%

N/A

N/A

N/A

N/A

Before waivers

N/A

1.05

%

N/A

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, August 31, 2015 and August 31, 2014 by .01%, .01%, .02%, .05% and .01%, 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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RESULTS OF SHAREHOLDERS MEETING

(unaudited)

A Special Meeting of Shareholders of The AB Portfolios (the “Company”)—ABTax-Managed All Market Income Portfolio (the “Fund”) was held on October 11, 2018, adjourned until December 11, 2018, and further adjourned until December 18, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

1. To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

December 11, 2018:

Trustee:	Voted For:		Authority Withheld:
Michael J. Downey		112,255,334		2,874,198
William H. Foulk, Jr.*		112,062,437		3,067,095
Nancy P. Jacklin		112,466,540		2,662,992
Robert M. Keith		112,388,936		2,740,596
Carol C. McMullen		112,486,090		2,643,442
Gary L. Moody		112,308,212		2,821,321
Marshall C. Turner, Jr.		112,101,288		3,028,244
Earl D. Weiner		112,176,204		2,953,328

2. To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

December 18, 2018:

Voted For		Voted Against		Abstained		Broker- Non Votes
	3,079,157		289,772		201,030		983,790

* Mr. Foulk retired on December 31, 2018.

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾,Chairman 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,Controllerand 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 Theday-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 theday-to-day management of Tax-Managed All Market Income Portfolio.

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including The AB Portfolios in respect ofAB Tax-Managed All Market Income Portfolio (formerlyAB Tax-Managed Balanced Wealth Strategy) (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of

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certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each 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 management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a 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 Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider

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(the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (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, offshore fund andsub-advised fund clients as compared to the Funds, and

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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 many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. 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 a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board 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

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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 each 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. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current 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 ABTax-Managed All Market Income Portfolio (formerly ABTax-Managed Balanced Wealth Strategy) (the “Fund”) at a meeting held onJuly 31-August 2, 2018 (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

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independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and 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 wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

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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 2016 and 2017 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 in 2016 was not unreasonable. The directors noted that the Fund was not profitable to the Adviser in 2017.

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 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 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.

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.

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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 the1-,3-,5- and10-year periods ended May 31, 2018 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 pursuing a similar investment style. 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 also discussed these matters with their 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

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scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

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

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL 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

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY(continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

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Intermediate New York Municipal Portfolio

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TAXABLE

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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

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TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

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Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

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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

Alliance California Municipal Income Fund

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.

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NOTES

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NOTES

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NOTES

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NOTES

108    ^|    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-0152-0219                

FEB    ^02.28.19

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 recent12-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 10, 2019

This report provides management’s discussion of fund performance for AB Tax-Managed Wealth Appreciation Strategy for the semi-annual reporting period ended February 28, 2019.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF FEBRUARY 28, 2019(unaudited)

	6 Months		12 Months
AB TAX-MANAGED WEALTH APPRECIATION STRATEGY
Class A Shares		-3.80%		-1.32%
Class B Shares1		-4.22%		-2.15%
Class C Shares		-4.19%		-2.11%
Advisor Class Shares2		-3.69%		-1.11%
MSCI ACWI (net)		-2.92%		-0.84%

1 Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

2 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 28, 2019.

For both periods, all share classes underperformed the benchmark, before sales charges. For the six-month period, the Fund’s overall allocation of 60% US stocks and 40% non-US stocks detracted from performance, relative to the benchmark, as US equities modestly underperformed. Stock selection in emerging-market, international large-cap and US small/mid-cap value stocks detracted, while stock selection in US large caps contributed.

For the 12- month period, the greater allocation to US stocks contributed as US-based stocks meaningfully outperformed their non-US peers. Stock selection in emerging-market, international large-cap and US small/mid-cap value stocks detracted, while stock selection in US small/mid-cap growth and US large caps contributed.

The Fund did not use derivatives during either period.

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MARKET REVIEW AND INVESTMENT STRATEGY

During the six-month period ended February 28, 2019, US and non-US equities declined, although emerging-market equities posted modest gains. In the US, growth-style stocks outperformed value-style stocks, and small-cap stocks outperformed their large-cap peers. Global trade tensions and rising interest rates weighed on stock market performance. In Europe, Brexit uncertainty, Italian budget issues and German economic woes persisted. Slowing global growth was an increasing concern more broadly. Global equities plummeted at the end of 2018 amid increased volatility, but recouped some losses in January and February, as corporate earnings were above analyst estimates and many central banks shared more dovish monetary policy outlooks.

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 the International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”) and the Tax-Managed International Portfolio of Sanford C. Bernstein Fund, Inc. (“SCB Tax-Managed International Portfolio”), each a registered investment company advised by the Adviser. 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.

(continued on next page)

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    3

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 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.

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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 value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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 less liquid due to adverse market, economic, political, regulatory or other factors.

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    5

DISCLOSURES AND RISKS(continued)

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.

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; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) 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 28, 2019(unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-1.32%		-5.54%
5 Years		5.79%		4.87%
10 Years		11.80%		11.32%
CLASS B SHARES
1 Year		-2.15%		-5.92%
5 Years		4.97%		4.97%
10 Years1		11.13%		11.13%
CLASS C SHARES
1 Year		-2.11%		-3.05%
5 Years		4.99%		4.99%
10 Years		10.99%		10.99%
ADVISOR CLASS SHARES2
1 Year		-1.11%		-1.11%
5 Years		6.05%		6.05%
10 Years		12.11%		12.11%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.40%, 2.17%, 2.15% and 1.15% for Class A, Class B, 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%, 1.80%, 1.78% and 0.78% for Class A, Class B, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2019. 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 Assumes conversion of Class B shares into Class A shares after eight years.

2 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, 2019(unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-3.27%
5 Years		5.02%
10 Years		10.51%
CLASS B SHARES
1 Year		-3.57%
5 Years		5.12%
10 Years1		10.32%
CLASS C SHARES
1 Year		-0.61%
5 Years		5.16%
10 Years		10.19%
ADVISOR CLASS SHARES2
1 Year		1.27%
5 Years		6.21%
10 Years		11.30%

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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, 2019(unaudited)

	Returns
CLASS A SHARES
1 Year		-4.43%
5 Years		3.46%
10 Years		9.53%
CLASS B SHARES
1 Year		-4.50%
5 Years		3.85%
10 Years1		9.52%
CLASS C SHARES
1 Year		-1.55%
5 Years		3.83%
10 Years		9.42%
ADVISOR CLASS SHARES2
1 Year		0.00%
5 Years		4.55%
10 Years		10.25%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2019(unaudited)

	Returns
CLASS A SHARES
1 Year		-1.27%
5 Years		3.65%
10 Years		8.52%
CLASS B SHARES
1 Year		-1.57%
5 Years		3.82%
10 Years1		8.41%
CLASS C SHARES
1 Year		0.19%
5 Years		3.84%
10 Years		8.31%
ADVISOR CLASS SHARES2
1 Year		1.48%
5 Years		4.56%
10 Years		9.19%

(footnotes continued on next page)

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HISTORICAL PERFORMANCE(continued)

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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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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 TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    11

EXPENSE EXAMPLE(continued)

	Beginning Account Value September 1, 2018		Ending Account Value February 28, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	962.00	$	3.06		0.63	%	$	4.96		1.02	%
Hypothetical**	$	1,000	$	1,021.67	$	3.16		0.63	%	$	5.11		1.02	%
Class B
Actual	$	1,000	$	957.80	$	6.84		1.41	%	$	8.74		1.80	%
Hypothetical**	$	1,000	$	1,017.80	$	7.05		1.41	%	$	9.00		1.80	%
Class C
Actual	$	1,000	$	958.10	$	6.70		1.38	%	$	8.59		1.77	%
Hypothetical**	$	1,000	$	1,017.95	$	6.90		1.38	%	$	8.85		1.77	%
Advisor Class
Actual	$	1,000	$	963.10	$	1.85		0.38	%	$	3.75		0.77	%
Hypothetical**	$	1,000	$	1,022.91	$	1.91		0.38	%	$	3.86		0.77	%

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

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PORTFOLIO SUMMARY

February 28, 2019(unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $706.4

1 All data are as of February 28, 2019. 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 industrysub-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.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    13

PORTFOLIO OF INVESTMENTS

February 28, 2019(unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 52.1%
Information Technology – 12.0%
Communications Equipment – 1.0%
Cisco Systems, Inc.		92,148	$	4,770,502
Nokia Oyj (Sponsored ADR) – Class A		384,028		2,338,730
				7,109,232
Electronic Equipment, Instruments & Components – 0.3%
CDW Corp./DE		22,267		2,090,649
IT Services – 3.1%
Automatic Data Processing, Inc.		15,078		2,307,386
Cognizant Technology Solutions Corp. – Class A		31,921		2,265,753
Fidelity National Information Services, Inc.		30,084		3,253,585
PayPal Holdings, Inc.(a)		21,834		2,141,260
Total System Services, Inc.		28,288		2,670,387
Visa, Inc. – Class A		62,501		9,257,648
				21,896,019
Semiconductors & Semiconductor Equipment – 1.4%
Intel Corp.		16,761		887,663
Texas Instruments, Inc.		34,825		3,683,789
Xilinx, Inc.		39,275		4,921,157
				9,492,609
Software – 3.8%
Adobe, Inc.(a)		11,338		2,976,225
Check Point Software Technologies Ltd.(a)		14,536		1,777,753
Microsoft Corp.		128,684		14,416,468
Oracle Corp.		112,290		5,853,678
VMware, Inc. – Class A		12,137		2,085,258
				27,109,382
Technology Hardware, Storage & Peripherals – 2.4%
Apple, Inc.		64,070		11,093,721
HP, Inc.		121,141		2,390,112
Xerox Corp.		115,568		3,571,051
				17,054,884
				84,752,775
Financials – 7.8%
Banks – 3.6%
Bank of America Corp.		266,733		7,756,596
Citigroup, Inc.		68,949		4,411,357
JPMorgan Chase & Co.		68,346		7,132,589
Wells Fargo & Co.		117,151		5,844,663
				25,145,205

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PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Capital Markets – 1.1%
CME Group, Inc. – Class A		15,540	$	2,826,881
Goldman Sachs Group, Inc. (The)		17,238		3,390,715
S&P Global, Inc.		8,219		1,646,841
				7,864,437
Consumer Finance – 0.5%
Capital One Financial Corp.		4,640		387,811
Synchrony Financial		88,337		2,880,670
				3,268,481
Diversified Financial Services – 0.9%
Berkshire Hathaway, Inc. – Class B(a)		32,318		6,505,613
Insurance – 1.7%
Allstate Corp. (The)		1,156		109,103
Everest Re Group Ltd.		20,558		4,648,369
Fidelity National Financial, Inc.		94,810		3,326,883
Progressive Corp. (The)		58,035		4,230,752
				12,315,107
				55,098,843
Health Care – 6.4%
Biotechnology – 1.3%
Biogen, Inc.(a)		9,942		3,261,075
Gilead Sciences, Inc.		64,091		4,167,197
Vertex Pharmaceuticals, Inc.(a)		9,241		1,744,239
				9,172,511
Health Care Equipment & Supplies – 0.9%
Edwards Lifesciences Corp.(a)		17,730		3,001,512
Intuitive Surgical, Inc.(a)		2,145		1,174,623
Medtronic PLC		25,222		2,282,591
				6,458,726
Health Care Providers & Services – 1.6%
Anthem, Inc.		15,728		4,729,882
UnitedHealth Group, Inc.		28,288		6,851,919
				11,581,801
Pharmaceuticals – 2.6%
Johnson & Johnson		11,584		1,582,838
Merck & Co., Inc.		53,059		4,313,166
Pfizer, Inc.		159,874		6,930,538
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)(a)		89,300		1,502,919
Zoetis, Inc.		39,761		3,746,679
				18,076,140
				45,289,178
Consumer Discretionary – 6.1%
Auto Components – 0.6%
Magna International, Inc. – Class A		73,655		3,883,828

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure – 0.4%
McDonald’s Corp.		14,040	$	2,581,114
Starbucks Corp.		8,366		587,795
				3,168,909
Internet & Direct Marketing Retail – 0.3%
Booking Holdings, Inc.(a)		1,265		2,146,756
Multiline Retail – 0.5%
Dollar General Corp.		30,905		3,661,006
Specialty Retail – 3.5%
AutoZone, Inc.(a)		4,888		4,589,685
Home Depot, Inc. (The)		38,538		7,134,925
Ross Stores, Inc.		50,495		4,788,441
TJX Cos., Inc. (The)		119,228		6,115,204
Ulta Salon Cosmetics & Fragrance, Inc.(a)		5,899		1,843,379
				24,471,634
Textiles, Apparel & Luxury Goods – 0.8%
NIKE, Inc. – Class B		65,504		5,615,658
				42,947,791
Communication Services – 5.9%
Diversified Telecommunication Services – 0.9%
Verizon Communications, Inc.		105,117		5,983,260
Entertainment – 0.5%
Walt Disney Co. (The)		34,009		3,837,575
Interactive Media & Services – 3.0%
Alphabet, Inc. – Class A(a)		1,345		1,515,210
Alphabet, Inc. – Class C(a)		10,558		11,824,115
Facebook, Inc. – Class A(a)		50,661		8,179,218
				21,518,543
Media – 1.1%
Comcast Corp. – Class A		198,933		7,692,739
Wireless Telecommunication Services – 0.4%
T-Mobile US, Inc.(a)		34,179		2,468,066
				41,500,183
Consumer Staples – 3.8%
Beverages – 0.7%
PepsiCo, Inc.		41,258		4,771,075
Food & Staples Retailing – 1.9%
Costco Wholesale Corp.		20,537		4,492,263
US Foods Holding Corp.(a)		99,619		3,510,574
Walmart, Inc.		54,375		5,382,581
				13,385,418
Household Products – 0.7%
Procter & Gamble Co. (The)		49,573		4,885,419

16    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Tobacco – 0.5%
Altria Group, Inc.		69,233	$	3,628,502
				26,670,414
Industrials – 3.2%
Aerospace & Defense – 1.7%
Boeing Co. (The)		14,023		6,169,559
Northrop Grumman Corp.		6,621		1,919,825
Raytheon Co.		21,869		4,078,569
				12,167,953
Airlines – 0.4%
Delta Air Lines, Inc.		60,757		3,012,332
Electrical Equipment – 0.0%
Eaton Corp. PLC		3,316		264,517
Industrial Conglomerates – 0.6%
Honeywell International, Inc.		27,975		4,310,108
Road & Rail – 0.5%
Norfolk Southern Corp.		18,679		3,349,145
				23,104,055
Real Estate – 2.8%
Equity Real Estate Investment Trusts (REITs) – 2.3%
CubeSmart		88,621		2,715,347
Mid-America Apartment Communities, Inc.		52,879		5,477,207
Regency Centers Corp.		62,513		4,078,973
Sun Communities, Inc.		35,017		3,976,881
				16,248,408
Real Estate Management & Development – 0.5%
CBRE Group, Inc. – Class A(a)		71,101		3,537,986
				19,786,394
Energy – 2.6%
Energy Equipment & Services – 0.2%
National Oilwell Varco, Inc.		57,368		1,614,336
Oil, Gas & Consumable Fuels – 2.4%
Chevron Corp.		39,474		4,720,301
EOG Resources, Inc.		30,759		2,891,346
Exxon Mobil Corp.		34,252		2,706,935
Marathon Petroleum Corp.		28,994		1,797,918
Royal Dutch Shell PLC (Sponsored ADR)		70,313		4,472,610
				16,589,110
				18,203,446
Utilities – 1.3%
Electric Utilities – 0.8%
American Electric Power Co., Inc.		65,896		5,347,460
Edison International		4,800		287,472
				5,634,932

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Multi-Utilities – 0.5%
NiSource, Inc.		124,897	$	3,369,721
				9,004,653
Materials – 0.2%
Chemicals – 0.2%
Westlake Chemical Corp.		20,613		1,440,230
Total Common Stocks (cost $275,206,369)				367,797,962
INVESTMENT COMPANIES – 47.4%
Funds and Investment Trusts – 47.4%(b)(c)
AB Discovery Growth Fund, Inc. – Class Z		1,512,466		17,257,232
AB Trust – AB Discovery Value Fund, Inc. – Class Z		854,342		16,710,936
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		4,026,592		42,238,947
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		12,125,114		140,287,571
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		1,761,922		19,504,480
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		758,691		19,885,304
Sanford C. Bernstein Fund, Inc. –Tax-Managed International Portfolio – Class Z		4,952,805		79,145,821
Total Investment Companies (cost $359,748,999)				335,030,291
SHORT-TERM INVESTMENTS – 0.3%
Investment Companies – 0.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(b)(c)(d) (cost $2,044,603)		2,044,603		2,044,603
Total Investments – 99.8% (cost $636,999,971)				704,872,856
Other assets less liabilities – 0.2%				1,553,665
Net Assets – 100.0%			$	706,426,521

(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 the7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

18    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF ASSETS & LIABILITIES

February 28, 2019(unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $275,206,369)	$	367,797,962
Affiliated issuers (cost $361,793,602)		337,074,894
Cash		845,787
Unaffiliated dividends receivable		784,966
Receivable for shares of beneficial interest sold		619,931
Affiliated dividends receivable		5,050
Other assets		145,320
Total assets		707,273,910
Liabilities
Payable for shares of beneficial interest redeemed		556,227
Advisory fee payable		152,493
Administrative fee payable		28,515
Transfer Agent fee payable		14,707
Distribution fee payable		11,472
Trustees’ fees payable		6,297
Accrued expenses		77,678
Total liabilities		847,389
Net Assets	$	706,426,521
Composition of Net Assets
Shares of beneficial interest, at par	$	460
Additionalpaid-in capital		615,677,729
Distributable earnings		90,748,332
	$	706,426,521

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	37,340,221		2,437,845	$	15.32	*
B	$	228,216		14,931	$	15.28
C	$	5,545,356		365,787	$	15.16
Advisor	$	663,312,728		43,153,579	$	15.37

* The maximum offering price per share for Class A shares was $16.00 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    19

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2019(unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $6,798)	$	3,680,038
Affiliated issuers		6,276,584		$	9,956,622
Expenses
Advisory fee (see Note B)		2,238,826
Distribution fee—Class A		46,282
Distribution fee—Class B		1,197
Distribution fee—Class C		31,424
Transfer agency—Class A		3,969
Transfer agency—Class B		66
Transfer agency—Class C		776
Transfer agency—Advisor Class		69,228
Custodian		70,852
Administrative		35,571
Audit and tax		31,598
Registration fees		27,976
Legal		22,188
Printing		19,932
Trustees’ fees		12,443
Miscellaneous		20,113
Total expenses		2,632,441
Less: expenses waived and reimbursed by the Adviser (see Note B)		(1,248,732	)
Net expenses					1,383,709
Net investment income					8,572,913
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios					(928,197	)
Investment transactions					8,721,287
Foreign currency transactions					(107	)
Net realized gain distributions from Affiliated Underlying Portfolios					9,693,095
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					(36,873,287	)
Investments					(17,190,076	)
Foreign currency denominated assets and liabilities					(3,174	)
Net loss on investment and foreign currency transactions					(36,580,459	)
Net Decrease in Net Assets from Operations				$	(28,007,546	)

See notes to financial statements.

20    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Increase (Decrease) in Net Assets from Operations
Net investment income	$	8,572,913		$	9,139,298
Net realized gain on investment and foreign currency transactions		7,792,983			24,783,211
Net realized gain distributions from Affiliated Underlying Portfolios		9,693,095			5,052,121
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(54,066,537	)		45,373,685
Net increase (decrease) in net assets from operations		(28,007,546	)		84,348,315
Distributions to Shareholders*
Class A		(1,777,744	)		(4,705,618	)
Class B		(8,422	)		(42,407	)
Class C		(213,875	)		(1,011,470	)
Advisor Class		(31,485,458	)		(77,419,360	)
Transactions in Shares of Beneficial Interest
Net increase		19,278,498			59,557,867
Total increase (decrease)		(42,214,547	)		60,727,327
Net Assets
Beginning of period		748,641,068			687,913,741
End of period	$	706,426,521		$	748,641,068

* The prior year’s amounts have been reclassified to conform with the current year’s presentation. See Note I, Recent Accounting Pronouncements, in the Notes to Financial Statements for more information.

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    21

NOTES TO FINANCIAL STATEMENTS

February 28, 2019(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 ABTax-Managed Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class B, Class C and Advisor Class shares. Class A shares are sold with afront-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, 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.

22    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

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 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.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    23

NOTES TO FINANCIAL STATEMENTS(continued)

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 innon-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, andover-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

24    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition,non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment 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 28, 2019:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

367,797,962

$

– 0

–

$

– 0

–

$

367,797,962

Investment Companies

335,030,291

– 0

–

– 0

–

335,030,291

Short-Term Investments

2,044,603

– 0

–

– 0

–

2,044,603

Total Investments in Securities

704,872,856

– 0

–

– 0

–

704,872,856

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total(c)

$

704,872,856

$

– 0

–

$

– 0

–

$

704,872,856

(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.

(c) There were no transfers between any levels during the reporting period.

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

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    25

NOTES TO FINANCIAL STATEMENTS(continued)

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

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment

26    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

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 theex-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 apro-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.

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NOTES TO FINANCIAL STATEMENTS(continued)

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on theex-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 .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.

During 2017, 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, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO, in the fourth quarter of 2018 and in the first quarter of 2019, AXA completed public offerings of additional shares of AXA Equitable’s common stock and simultaneously sold shares to AXA Equitable pursuant to a separate agreement with it. AXA also granted the underwriters of the offering an option to purchase additional shares of AXA Equitable, which was exercised. As a result of the foregoing sales of AXA Equitable shares, as of March 25, 2019, AXA owns approximately 48.3% of the shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021, and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

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NOTES TO FINANCIAL STATEMENTS(continued)

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

Pursuant to the 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 28, 2019, the reimbursement for such services amounted to $35,571.

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. Effective August 1, 2018, 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, 2019. 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 28, 2019, such waiver amounted to $1,126.

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

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NOTES TO FINANCIAL STATEMENTS(continued)

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, 2019. For the six months ended February 28, 2019, such waivers and/or reimbursements amounted to $1,247,606.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2019 is as follows:

																Distributions
Fund	Market Value 8/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/19 (000)		Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio	$	80	$	60,412	$	58,447		$	– 0	–	$	– 0	–	$	2,045	$	26	$	– 0	–
AB Discovery Growth Fund, Inc.		18,623		2,327		221			4			(3,476	)		17,257		306		2,021
AB Discovery Value Fund, Inc.		18,197		1,679		– 0	–		– 0	–		(3,165	)		16,711		226		1,453
Bernstein Fund, Inc.:
International Small Cap Portfolio		44,190		6,034		625			(97	)		(7,263	)		42,239		1,174		2,470
International Strategic Equities Portfolio		146,862		8,740		4,216			(511	)		(10,587	)		140,288		2,541		1,571
Small Cap Core Portfolio		20,336		2,409		– 0	–		– 0	–		(3,241	)		19,504		280		974
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		18,997		4,285		1,536			(324	)		(1,537	)		19,885		297		1,204
Tax-Managed International Portfolio		82,253		4,497		– 0	–		– 0	–		(7,604	)		79,146		1,427		– 0	–
Total								$	(928	)	$	(36,873	)	$	337,075	$	6,277	$	9,693

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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 $47,958 for the six months ended February 28, 2019.

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 retainedfront-end sales charges of $709 from the sale of Class A shares and received$-0-, $37 and $6 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended February 28, 2019.

Brokerage commissions paid on investment transactions for the six months ended February 28, 2019 amounted to $24,618, of which $392 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plans

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, 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. Effective August 1, 2014, payments under the Class A shares are limited to an annual rate of .25% of Class A share’s average daily net assets. The Plans provide that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plans to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plans 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 Plans are characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that a 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 Plans also provide that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

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NOTES TO FINANCIAL STATEMENTS(continued)

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	87,850,192		$	86,721,101
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	$	97,322,757
Gross unrealized depreciation		(29,449,872	)
Net unrealized appreciation	$	67,872,885

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 28, 2019.

2. Currency Transactions

The Fund may invest innon-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 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class A
Shares sold		63,635			40,664		$	915,120		$	673,631
Shares issued in reinvestment of dividends and distributions		110,466			256,158			1,538,797			4,126,704
Shares converted from Class B		1,378			8,164			21,454			133,737
Shares converted from Class C		219,037			64,785			3,522,781			1,075,002
Shares redeemed		(314,247	)		(354,977	)		(4,696,012	)		(5,909,897	)
Net increase		80,269			14,794		$	1,302,140		$	99,177
Class B
Shares sold		610			1,151		$	9,200		$	19,100
Shares issued in reinvestment of dividends and distributions		604			2,641			8,407			42,360
Shares converted to Class A		(1,388	)		(8,222	)		(21,454	)		(133,737	)
Shares redeemed		(3,263	)		(946	)		(52,508	)		(15,665	)
Net decrease		(3,437	)		(5,376	)	$	(56,355	)	$	(87,942	)
Class C
Shares sold		107,088			14,860		$	1,709,349		$	247,292
Shares issued in reinvestment of dividends and distributions		13,741			48,088			189,763			765,090
Shares converted to Class A		(223,114	)		(65,830	)		(3,522,781	)		(1,075,002	)
Shares redeemed		(52,726	)		(42,671	)		(761,902	)		(707,998	)
Net decrease		(155,011	)		(45,553	)	$	(2,385,571	)	$	(770,618	)
Advisor Class
Shares sold		3,138,216			5,292,801		$	46,455,309		$	87,529,177
Shares issued in reinvestment of dividends and distributions		2,129,985			4,285,617			29,777,195			69,255,567
Shares redeemed		(3,685,062	)		(5,748,122	)		(55,814,220	)		(96,467,494	)
Net increase		1,583,139			3,830,296		$	20,418,284		$	60,317,250

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NOTES TO FINANCIAL STATEMENTS(continued)

NOTE F

Risks Involved in Investing in the Fund

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

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

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- andmid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- andmid-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).

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.

NOTE G

Joint Credit Facility

A number ofopen-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 28, 2019.

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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, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2018 and August 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	22,669,862	$	14,799,804
Net long-term capital gains		60,508,993		5,707,077
Total taxable distributions paid	$	83,178,855	$	20,506,881

As of August 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,643,891
Undistributed capital gains		28,984,082
Unrealized appreciation/(depreciation)		121,613,404	(a)
Total accumulated earnings/(deficit)	$	152,241,377

(a) The difference between book-basis andtax-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, 2018, the Fund did not have any capital loss carryforwards.

NOTE I

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X

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NOTES TO FINANCIAL STATEMENTS(continued)

that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.76			$  16.85			$  15.08			$  15.41			$  16.51			$  13.86
Income From Investment Operations
Net investment income(a)(b)		.18			.18			.42			.17			.20			.32
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.89	)		1.78			1.78			.60			(.91	)		2.65
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.71	)		1.96			2.20			.77			(.71	)		2.97
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.39	)		(.29	)		(.16	)		(.25	)		(.32	)
Distributions from net realized gain on investment transactions		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)		– 0	–
Total dividends and distributions		(.73	)		(2.05	)		(.43	)		(1.10	)		(.39	)		(.32	)
Net asset value, end of period		$  15.32			$  16.76			$  16.85			$  15.08			$  15.41			$  16.51
Total Return
Total investment return based on net asset value(d)*		(3.80	)%		12.13	%		14.98	%		5.23	%		(4.34	)%		21.66	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37,340			$39,519			$39,479			$32,398			$34,813			$39,534
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.63	%^		.62	%		.88	%		.93	%		.93	%		1.04	%
Expenses, before waivers/reimbursements(e)‡		.99	%^		1.00	%		1.01	%		1.01	%		1.00	%		1.04	%
Net investment income(b)		2.32	%^		1.05	%		2.70	%		1.16	%		1.24	%		2.05	%
Portfolio turnover rate		12	%		25	%		112	%		47	%		49	%		61	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.23	%		.23	%		.23	%		.01	%

See footnote summary on page 41.

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FINANCIAL HIGHLIGHTS(continued)

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

	Class B
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.60			$  16.69			$  14.91			$  15.19			$  16.24			$  13.61
Income From Investment Operations
Net investment income(a)(b)		.11			.06			.27			.06			.08			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.86	)		1.75			1.79			.60			(.90	)		2.59
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.75	)		1.81			2.06			.66			(.82	)		2.81
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.24	)		(.14	)		– 0	–		(.09	)		(.18	)
Distributions from net realized gain on investment transactions		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)		– 0	–
Total dividends and distributions		(.57	)		(1.90	)		(.28	)		(.94	)		(.23	)		(.18	)
Net asset value, end of period		$  15.28			$  16.60			$  16.69			$  14.91			$  15.19			$  16.24
Total Return
Total investment return based on net asset value(d)*		(4.22	)%		11.22	%		14.08	%		4.50	%		(5.09	)%		20.79	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$228			$305			$396			$580			$821			$1,837
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.41	%^		1.40	%		1.68	%		1.69	%		1.69	%		1.76	%
Expenses, before waivers/reimbursements(e)‡		1.77	%^		1.77	%		1.80	%		1.77	%		1.77	%		1.76	%
Net investment income(b)		1.39	%^		.34	%		1.75	%		.43	%		.51	%		1.43	%
Portfolio turnover rate		12	%		25	%		112	%		47	%		49	%		61	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.23	%		.23	%		.23	%		.01	%

See footnote summary on page 41.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.47			$  16.55			$  14.82			$  15.15			$  16.23			$  13.62
Income From Investment Operations
Net investment income(a)(b)		.10			.05			.27			.06			.07			.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.84	)		1.75			1.78			.59			(.87	)		2.60
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.74	)		1.80			2.05			.65			(.80	)		2.81
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.22	)		(.18	)		(.04	)		(.14	)		(.20	)
Distributions from net realized gain on investment transactions		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)		– 0	–
Total dividends and distributions		(.57	)		(1.88	)		(.32	)		(.98	)		(.28	)		(.20	)
Net asset value, end of period		$  15.16			$  16.47			$  16.55			$  14.82			$  15.15			$  16.23
Total Return
Total investment return based on net asset value(d)*		(4.19	)%		11.31	%		14.09	%		4.44	%		(4.99	)%		20.83	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,546			$8,577			$9,373			$14,380			$16,102			$17,964
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.38	%^		1.38	%		1.65	%		1.68	%		1.68	%		1.75	%
Expenses, before waivers/reimbursements(e)‡		1.74	%^		1.75	%		1.76	%		1.76	%		1.76	%		1.75	%
Net investment income(b)		1.33	%^		.32	%		1.78	%		.42	%		.47	%		1.35	%
Portfolio turnover rate		12	%		25	%		112	%		47	%		49	%		61	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.23	%		.23	%		.23	%		.01	%

See footnote summary on page 41.

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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 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.84			$  16.92			$  15.14			$  15.47			$  16.58			$  13.91
Income From Investment Operations
Net investment income(a)(b)		.19			.21			.45			.21			.24			.37
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.89	)		1.80			1.80			.61			(.91	)		2.66
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.70	)		2.01			2.25			.82			(.67	)		3.03
Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.43	)		(.33	)		(.21	)		(.30	)		(.36	)
Distributions from net realized gain on investment transactions		(.57	)		(1.66	)		(.14	)		(.94	)		(.14	)		– 0	–
Total dividends and distributions		(.77	)		(2.09	)		(.47	)		(1.15	)		(.44	)		(.36	)
Net asset value, end of period		$  15.37			$  16.84			$  16.92			$  15.14			$  15.47			$  16.58
Total Return
Total investment return based on net asset value(d)*		(3.69	)%		12.41	%		15.27	%		5.50	%		(4.10	)%		22.08	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$663,313			$700,240			$638,666			$639,602			$648,133			$687,496
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.38	%^		.38	%		.64	%		.68	%		.68	%		.74	%
Expenses, before waivers/reimbursements(e)‡		.74	%^		.75	%		.76	%		.76	%		.76	%		.74	%
Net investment income(b)		2.51	%^		1.28	%		2.89	%		1.41	%		1.46	%		2.36	%
Portfolio turnover rate		12	%		25	%		112	%		47	%		49	%		61	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.23	%		.23	%		.23	%		.01	%

See footnote summary on page 41.

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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 fees and 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 28, 2019 and the years ended August 31, 2018 and August 31, 2017, such waiver amounted to .36% (annualized), .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.

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

A Special Meeting of Shareholders of The AB Portfolios (the “Company”)—ABTax-Managed Wealth Appreciation Strategy (the “Fund”) was held on October 11, 2018, and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

1. To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

Trustee:	Voted For:		Authority Withheld:
Michael J. Downey		112,255,334		2,874,198
William H. Foulk, Jr.*		112,062,437		3,067,095
Nancy P. Jacklin		112,466,540		2,662,992
Robert M. Keith		112,388,936		2,740,596
Carol C. McMullen		112,486,090		2,643,442
Gary L. Moody		112,308,212		2,821,321
Marshall C. Turner, Jr.		112,101,288		3,028,244
Earl D. Weiner		112,176,204		2,953,328

2. To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

Voted For		Voted Against		Abstained		Broker-Non Votes
	19,741,154		224,426		625,028		1,884,967

* Mr. Foulk retired on December 31, 2018.

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TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾,Chairman 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,Controllerand 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 Theday-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 Tax-Managed Wealth Appreciation Strategy’s portfolio.

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including The AB Portfolios in respect ofAB Tax-Managed Wealth Appreciation Strategy (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature

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and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each 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 management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a 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 Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider

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(the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (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,

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offshore fund andsub-advised fund clients as compared to the Funds, 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 many of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. 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 a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board 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

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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 each 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. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current 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 ABTax-Managed Wealth Appreciation Strategy (the “Fund”) at a meeting held onJuly 31-August 2, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,

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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 materials from an outside consultant, who acted as their independent fee consultant, and 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 wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors

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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 2016 and 2017 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

52    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

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 the1-,3-,5- and10-year periods ended May 31, 2018 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 a similar investment style. 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 also discussed these matters with their independent fee consultant.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    53

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

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

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consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale 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    ^|    55

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

AB FAMILY OF FUNDS

US EQUITY

US CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL 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

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY(continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

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

Alliance California Municipal Income Fund

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.

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NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    57

NOTES

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NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    59

NOTES

60    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TWA-0152-0219                

FEB    ^02.28.19

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 recent12-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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 10, 2019

This report provides management’s discussion of fund performance for AB Wealth Appreciation Strategy for the semi-annual reporting period ended February 28, 2019.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF FEBRUARY 28, 2019(unaudited)

	6 Months		12 Months
AB WEALTH APPRECIATION STRATEGY
Class A Shares		-3.79%		-1.29%
Class B Shares1		-4.17%		-2.06%
Class C Shares		-4.10%		-2.01%
Advisor Class Shares2		-3.64%		-1.01%
Class R Shares2		-3.95%		-1.73%
Class K Shares2		-3.87%		-1.47%
Class I Shares2		-3.68%		-1.06%
MSCI ACWI (net)		-2.92%		-0.84%

1 Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.

2 Please note that these share classes are for investors purchasing shares through accounts established under certainfee-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 thesix- and12-month periods ended February 28, 2019.

For both periods, all share classes underperformed the benchmark, before sales charges. For thesix-month period, the Fund’s overall allocation of 60% US stocks and 40%non-US stocks detracted from performance, relative to the benchmark, as US equities modestly underperformed. Stock selection in emerging-market, international large-cap and USsmall/mid-cap value stocks detracted, while stock selection in US large caps contributed.

For the12-month period, the greater allocation to US stocks contributed asUS-based stocks meaningfully outperformed theirnon-US peers. Stock selection in emerging-market, international large-cap and USsmall/mid-cap value stocks detracted, while stock selection in USsmall/mid-cap growth and US large caps contributed.

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During the12-month period, the Fund utilized derivatives for hedging and investment purposes in the form of futures, which added to absolute returns.

MARKET REVIEW AND INVESTMENT STRATEGY

During thesix-month period ended February 28, 2019, US andnon-US equities declined, although emerging-market equities posted modest gains. In the US, growth-style stocks outperformed value-style stocks, andsmall-cap stocks outperformed theirlarge-cap peers. Global trade tensions and rising interest rates weighed on stock market performance. In Europe, Brexit uncertainty, Italian budget issues and German economic woes persisted. Slowing global growth was an increasing concern more broadly. Global equities plummeted at the end of 2018 amid increased volatility, but recouped some losses in January and February, as corporate earnings were above analyst estimates and many central banks shared more dovish monetary policy outlooks.

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 anall-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 USlarge-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 internationallarge-cap equity securities through investments in the International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”) and the International Portfolio of Sanford C. Bernstein Fund, Inc. (“SCB International Portfolio”), each a registered investment company of the Adviser. The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- andmid-cap and emerging-market equity securities. An Underlying Portfolio is selected

(continued on next page)

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    3

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-convictionlarge-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 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 innon-USlarge-cap andmid-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 ofnon-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 value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

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- andmid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments insmall-andmid-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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    5

DISCLOSURES AND RISKS(continued)

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 recentmonth-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.

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% maximumfront-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4) 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 28, 2019(unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-1.29%		-5.52%
5 Years		5.28%		4.38%
10 Years		11.89%		11.40%
CLASS B SHARES
1 Year		-2.06%		-5.88%
5 Years		4.49%		4.49%
10 Years1		11.23%		11.23%
CLASS C SHARES
1 Year		-2.01%		-2.97%
5 Years		4.50%		4.50%
10 Years		11.08%		11.08%
ADVISOR CLASS SHARES2
1 Year		-1.01%		-1.01%
5 Years		5.56%		5.56%
10 Years		12.21%		12.21%
CLASS R SHARES2
1 Year		-1.73%		-1.73%
5 Years		4.82%		4.82%
10 Years		11.46%		11.46%
CLASS K SHARES2
1 Year		-1.47%		-1.47%
5 Years		5.15%		5.15%
10 Years		11.80%		11.80%
CLASS I SHARES2
1 Year		-1.06%		-1.06%
5 Years		5.50%		5.50%
10 Years		12.18%		12.18%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.41%, 2.18%, 2.17%, 1.16%, 1.87%, 1.56% and 1.23% for Class A, Class B, 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%, 1.81%, 1.79%, 0.79%, 1.49%, 1.18% and 0.85% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2019. 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.

(footnotes continued on next page)

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    7

HISTORICAL PERFORMANCE(continued)

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 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 certainfee-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 CALENDARQUARTER-END

MARCH 31, 2019(unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-3.11%
5 Years		4.56%
10 Years		10.57%
CLASS B SHARES
1 Year		-3.50%
5 Years		4.67%
10 Years1		10.39%
CLASS C SHARES
1 Year		-0.55%
5 Years		4.67%
10 Years		10.24%
ADVISOR CLASS SHARES2
1 Year		1.41%
5 Years		5.73%
10 Years		11.35%
CLASS R SHARES2
1 Year		0.67%
5 Years		4.99%
10 Years		10.60%
CLASS K SHARES2
1 Year		1.00%
5 Years		5.32%
10 Years		10.95%
CLASS I SHARES2
1 Year		1.36%
5 Years		5.69%
10 Years		11.32%

1 Assumes conversion of Class B shares into Class A shares after eight years.

2 Please note that these share classes are for investors purchasing shares through accounts established under certainfee-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 WEALTH APPRECIATION STRATEGY    ^|    9

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.

10    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

EXPENSE EXAMPLE(continued)

	Beginning Account Value September 1, 2018		Ending Account Value February 28, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	962.10	$	3.11		0.64	%	$	5.01		1.03	%
Hypothetical**	$	1,000	$	1,021.62	$	3.21		0.64	%	$	5.16		1.03	%
Class B
Actual	$	1,000	$	958.30	$	6.89		1.42	%	$	8.79		1.81	%
Hypothetical**	$	1,000	$	1,017.75	$	7.10		1.42	%	$	9.05		1.81	%
Class C
Actual	$	1,000	$	959.00	$	6.80		1.40	%	$	8.69		1.79	%
Hypothetical**	$	1,000	$	1,017.85	$	7.00		1.40	%	$	8.95		1.79	%
Advisor Class
Actual	$	1,000	$	963.60	$	1.90		0.39	%	$	3.80		0.78	%
Hypothetical**	$	1,000	$	1,022.86	$	1.96		0.39	%	$	3.91		0.78	%
Class R
Actual	$	1,000	$	960.50	$	5.30		1.09	%	$	7.19		1.48	%
Hypothetical**	$	1,000	$	1,019.39	$	5.46		1.09	%	$	7.40		1.48	%
Class K
Actual	$	1,000	$	961.30	$	3.84		0.79	%	$	5.74		1.18	%
Hypothetical**	$	1,000	$	1,020.88	$	3.96		0.79	%	$	5.91		1.18	%
Class I
Actual	$	1,000	$	963.20	$	2.24		0.46	%	$	4.14		0.85	%
Hypothetical**	$	1,000	$	1,022.51	$	2.31		0.46	%	$	4.26		0.85	%

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    11

PORTFOLIO SUMMARY

February 28, 2019(unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,283.4

1 All data are as of February 28, 2019. 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 industrysub-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.

12    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS

February 28, 2019(unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 52.2%
Information Technology – 12.2%
Communications Equipment – 1.0%
Cisco Systems, Inc.		159,042	$	8,233,604
Nokia Oyj (Sponsored ADR) – Class A		833,649		5,076,923
				13,310,527
Electronic Equipment, Instruments & Components – 0.3%
CDW Corp./DE		43,091		4,045,814
IT Services – 3.2%
Automatic Data Processing, Inc.		36,575		5,597,072
Cognizant Technology Solutions Corp. – Class A		66,505		4,720,525
Fidelity National Information Services, Inc.		55,432		5,994,971
PayPal Holdings, Inc.(a)		53,793		5,275,479
Total System Services, Inc.		55,711		5,259,118
Visa, Inc. – Class A		94,346		13,974,530
				40,821,695
Semiconductors & Semiconductor Equipment – 1.3%
Texas Instruments, Inc.		76,012		8,040,549
Xilinx, Inc.		68,923		8,636,052
				16,676,601
Software – 4.0%
Adobe, Inc.(a)		25,408		6,669,600
Check Point Software Technologies Ltd.(a)		27,544		3,368,631
Microsoft Corp.		232,255		26,019,528
Oracle Corp.		200,938		10,474,898
VMware, Inc. – Class A		27,953		4,802,605
				51,335,262
Technology Hardware, Storage & Peripherals – 2.4%
Apple, Inc.		116,302		20,137,691
HP, Inc.		186,255		3,674,811
Xerox Corp.		204,756		6,326,961
				30,139,463
				156,329,362
Financials – 7.8%
Banks – 3.6%
Bank of America Corp.		468,784		13,632,239
Citigroup, Inc.		127,171		8,136,400
JPMorgan Chase & Co.		130,400		13,608,544
Wells Fargo & Co.		224,718		11,211,181
				46,588,364

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    13

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Capital Markets – 0.9%
Goldman Sachs Group, Inc. (The)		33,593	$	6,607,743
S&P Global, Inc.		21,403		4,288,519
				10,896,262
Consumer Finance – 0.4%
Synchrony Financial		161,887		5,279,135
Diversified Financial Services – 1.1%
Berkshire Hathaway, Inc. – Class B(a)		70,776		14,247,209
Insurance – 1.8%
Everest Re Group Ltd.		40,699		9,202,451
Fidelity National Financial, Inc.		172,473		6,052,077
Progressive Corp. (The)		102,964		7,506,076
				22,760,604
				99,771,574
Health Care – 6.3%
Biotechnology – 1.4%
Biogen, Inc.(a)		21,638		7,097,480
Gilead Sciences, Inc.		115,286		7,495,896
Vertex Pharmaceuticals, Inc.(a)		18,484		3,488,855
				18,082,231
Health Care Equipment & Supplies – 0.8%
Edwards Lifesciences Corp.(a)		31,316		5,301,486
Medtronic PLC		56,736		5,134,608
				10,436,094
Health Care Providers & Services – 1.6%
Anthem, Inc.		26,967		8,109,786
UnitedHealth Group, Inc.		51,610		12,500,974
				20,610,760
Pharmaceuticals – 2.5%
Merck & Co., Inc.		111,219		9,040,992
Pfizer, Inc.		314,914		13,651,522
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)(a)		169,634		2,854,940
Zoetis, Inc.		72,721		6,852,500
				32,399,954
				81,529,039
Consumer Discretionary – 6.2%
Auto Components – 0.6%
Magna International, Inc. – Class A		143,496		7,566,544
Hotels, Restaurants & Leisure – 0.4%
McDonald’s Corp.		29,366		5,398,645

14    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Internet & Direct Marketing Retail – 0.4%
Booking Holdings, Inc.(a)		2,612	$	4,432,669
Multiline Retail – 0.6%
Dollar General Corp.		60,214		7,132,951
Specialty Retail – 3.4%
AutoZone, Inc.(a)		9,139		8,581,247
Home Depot, Inc. (The)		70,232		13,002,752
Ross Stores, Inc.		86,983		8,248,598
TJX Cos., Inc. (The)		209,941		10,767,874
Ulta Salon Cosmetics & Fragrance, Inc.(a)		11,233		3,510,200
				44,110,671
Textiles, Apparel & Luxury Goods – 0.8%
NIKE, Inc. – Class B		123,504		10,587,998
				79,229,478
Communication Services – 6.0%
Diversified Telecommunication Services – 0.8%
Verizon Communications, Inc.		169,402		9,642,362
Entertainment – 0.6%
Walt Disney Co. (The)		73,535		8,297,689
Interactive Media & Services – 3.1%
Alphabet, Inc. – Class C(a)		23,513		26,332,679
Facebook, Inc. – Class A(a)		82,367		13,298,152
				39,630,831
Media – 1.1%
Comcast Corp. – Class A		373,034		14,425,225
Wireless Telecommunication Services – 0.4%
T-Mobile US, Inc.(a)		65,305		4,715,674
				76,711,781
Consumer Staples – 3.8%
Beverages – 0.7%
PepsiCo, Inc.		77,143		8,920,816
Food & Staples Retailing – 1.8%
Costco Wholesale Corp.		34,853		7,623,745
US Foods Holding Corp.(a)		179,767		6,334,989
Walmart, Inc.		98,673		9,767,641
				23,726,375
Household Products – 0.8%
Procter & Gamble Co. (The)		99,221		9,778,229

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Tobacco – 0.5%
Altria Group, Inc.		131,048	$	6,868,226
				49,293,646
Industrials – 3.3%
Aerospace & Defense – 1.7%
Boeing Co. (The)		22,748		10,008,210
Northrop Grumman Corp.		12,020		3,485,319
Raytheon Co.		44,779		8,351,284
				21,844,813
Airlines – 0.4%
Delta Air Lines, Inc.		103,073		5,110,359
Industrial Conglomerates – 0.7%
Honeywell International, Inc.		59,772		9,209,072
Road & Rail – 0.5%
Norfolk Southern Corp.		36,252		6,499,984
				42,664,228
Real Estate – 2.6%
Equity Real Estate Investment Trusts (REITs) – 2.1%
CubeSmart		206,631		6,331,174
Mid-America Apartment Communities, Inc.		110,107		11,404,883
Regency Centers Corp.		136,764		8,923,851
				26,659,908
Real Estate Management & Development – 0.5%
CBRE Group, Inc. – Class A(a)		137,613		6,847,623
				33,507,531
Energy – 2.6%
Energy Equipment & Services – 0.3%
National Oilwell Varco, Inc.		115,759		3,257,458
Oil, Gas & Consumable Fuels – 2.3%
Chevron Corp.		75,009		8,969,576
EOG Resources, Inc.		58,608		5,509,152
Exxon Mobil Corp.		62,276		4,921,673
Marathon Petroleum Corp.		41,193		2,554,378
Royal Dutch Shell PLC (Sponsored ADR)		125,787		8,001,311
				29,956,090
				33,213,548
Utilities – 1.2%
Electric Utilities – 0.7%
American Electric Power Co., Inc.		108,228		8,782,702
Multi-Utilities – 0.5%
NiSource, Inc.		262,848		7,091,639
				15,874,341

16    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS(continued)

Company	Shares		U.S. $ Value
Materials – 0.2%
Chemicals – 0.2%
Westlake Chemical Corp.		28,124	$	1,965,024
Total Common Stocks (cost $584,037,492)				670,089,552
INVESTMENT COMPANIES – 47.6%
Funds and Investment Trusts – 47.6%(b)(c)
AB Discovery Growth Fund, Inc. – Class Z		2,705,846		30,873,707
AB Trust – AB Discovery Value Fund, Inc. – Class Z		1,608,573		31,463,690
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		7,411,775		77,749,517
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		22,071,111		255,362,759
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		3,211,336		35,549,491
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		1,371,251		35,940,486
Sanford C. Bernstein Fund, Inc. – International Portfolio – Class Z		9,351,197		143,821,407
Total Investment Companies (cost $659,965,114)				610,761,057
SHORT-TERM INVESTMENTS – 0.1%
Investment Companies – 0.1%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.35%(b)(c)(d) (cost $1,282,743)		1,282,743		1,282,743
Total Investments – 99.9% (cost $1,245,285,349)				1,282,133,352
Other assets less liabilities – 0.1%				1,284,362
Net Assets – 100.0%			$	1,283,417,714

(a) Non-income producing security.

(b) 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.

(c) Affiliated investments.

(d) The rate shown represents the7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    17

STATEMENT OF ASSETS & LIABILITIES

February 28, 2019(unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $584,037,492)	$	670,089,552
Affiliated issuers (cost $661,247,857)		612,043,800
Receivable for shares of beneficial interest sold		1,867,436
Unaffiliated dividends receivable		1,443,388
Affiliated dividends receivable		7,204
Other assets		254,287
Total assets		1,285,705,667
Liabilities
Payable for shares of beneficial interest redeemed		1,671,386
Advisory fee payable		274,596
Distribution fee payable		98,527
Transfer Agent fee payable		94,797
Administrative fee payable		29,864
Trustees’ fees payable		6,297
Accrued expenses		112,486
Total liabilities		2,287,953
Net Assets	$	1,283,417,714
Composition of Net Assets
Shares of beneficial interest, at par	$	815
Additionalpaid-in capital		1,221,248,618
Distributable earnings		62,168,281
	$	1,283,417,714

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value
Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	359,295,032		22,766,733	$	15.78	*
B	$	4,444,677		277,215	$	16.03
C	$	30,183,896		1,906,787	$	15.83
Advisor	$	875,464,578		55,658,741	$	15.73
R	$	2,765,087		176,154	$	15.70
K	$	10,888,983		694,301	$	15.68
I	$	375,461		23,843	$	15.75

* The maximum offering price per share for Class A shares was $16.48 which reflects a sales charge of 4.25%.

See notes to financial statements.

18    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2019(unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $8,543)	$	6,753,478
Affiliated issuers		12,480,627		$	19,234,105
Expenses
Advisory fee (see Note B)		4,110,849
Distribution fee—Class A		447,254
Distribution fee—Class B		23,002
Distribution fee—Class C		159,272
Distribution fee—Class R		6,753
Distribution fee—Class K		13,547
Transfer agency—Class A		103,738
Transfer agency—Class B		2,007
Transfer agency—Class C		10,218
Transfer agency—Advisor Class		248,494
Transfer agency—Class R		3,511
Transfer agency—Class K		10,837
Transfer agency—Class I		209
Custodian		87,917
Registration fees		49,041
Printing		44,198
Administrative		35,849
Audit and tax		31,062
Legal		22,226
Trustees’ fees		12,443
Miscellaneous		34,441
Total expenses		5,456,868
Less: expenses waived and reimbursed by the Adviser (see Note B)		(2,308,786	)
Net expenses					3,148,082
Net investment income					16,086,023
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios					(2,599,053	)
Investment transactions					13,304,370
Foreign currency transactions					(1,678	)
Net realized gain distributions from Affiliated Underlying Portfolios					21,976,450
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					(72,809,907	)
Investments					(28,813,883	)
Foreign currency denominated assets and liabilities					(6,937	)
Net loss on investment and foreign currency transactions					(68,950,638	)
Net Decrease in Net Assets from Operations				$	(52,864,615	)

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    19

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Increase (Decrease) in Net Assets from Operations
Net investment income	$	16,086,023		$	15,751,393
Net realized gain on investment transactions		10,703,639			23,038,363
Net realized gain distributions from Affiliated Underlying Portfolios		21,976,450			9,647,870
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(101,630,727	)		110,697,165
Net increase (decrease) in net assets from operations		(52,864,615	)		159,134,791
Distributions to Shareholders*
Class A		(11,667,972	)		(28,092,533	)
Class B		(99,672	)		(421,748	)
Class C		(702,562	)		(3,132,825	)
Advisor Class		(30,308,404	)		(65,093,082	)
Class R		(74,708	)		(225,749	)
Class K		(339,831	)		(937,951	)
Class I		(11,828	)		(54,682	)
Transactions in Shares of Beneficial Interest
Net decrease		(3,969,874	)		(760,385	)
Total increase (decrease)		(100,039,466	)		60,415,836
Net Assets
Beginning of period		1,383,457,180			1,323,041,344
End of period	$	1,283,417,714		$	1,383,457,180

* The prior year’s amounts have been reclassified to conform with the current year’s presentation. See Note I, Recent Accounting Pronouncements, in the Notes to Financial Statements for more information.

See notes to financial statements.

20    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS

February 28, 2019(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 B, Class C, Advisor Class, Class R, Class K and Class I shares. Class T shares have been authorized but currently are not offered. Class A shares are sold with afront-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to 0% depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB mutual fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, 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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    21

NOTES TO FINANCIAL STATEMENTS(continued)

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 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

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NOTES TO FINANCIAL STATEMENTS(continued)

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 innon-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)

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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 28, 2019:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

670,089,552

$

– 0

–

$

– 0

–

$

670,089,552

Investment Companies

610,761,057

– 0

–

– 0

–

610,761,057

Short-Term Investments

1,282,743

– 0

–

– 0

–

1,282,743

Total Investments in Securities

1,282,133,352

– 0

–

– 0

–

1,282,133,352

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total(c)

$

1,282,133,352

$

– 0

–

$

– 0

–

$

1,282,133,352

(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.

(c) There were no transfers between any levels during the reporting period.

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

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

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NOTES TO FINANCIAL STATEMENTS(continued)

fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, 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.

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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 theex-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 apro-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 theex-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.

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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.

During 2017, 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, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including AllianceBernstein L.P., the investment adviser to the Funds (“the Adviser”). In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO, and, in the fourth quarter of 2018, and in the first quarter of 2019, AXA completed public offerings of additional shares of AXA Equitable’s common stock and simultaneously sold shares to AXA Equitable pursuant to a separate agreement with it. AXA also granted the underwriters of the offering an option to purchase additional shares of AXA Equitable, which was exercised. As a result of the foregoing sales of AXA Equitable shares, as of March 25, 2019, AXA owns approximately 48.3% of the shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021, and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the

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NOTES TO FINANCIAL STATEMENTS(continued)

Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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. Effective August 1, 2018, 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, 2019. 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 28, 2019, such waiver amounted to $1,483.

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, 2019. For the six months ended February 28, 2019, such waivers and/or reimbursements amounted to $2,307,303.

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NOTES TO FINANCIAL STATEMENTS(continued)

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2019 is as follows:

																	Distributions
Fund	Market Value 8/31/18 (000)			Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/19 (000)		Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio	$	– 0	–	$	92,933	$	91,650		$	– 0	–	$	– 0	–	$	1,283	$	36	$	– 0	–
AB Discovery Growth Fund, Inc.		34,608			4,324		1,611			101			(6,548	)		30,874		569		3,755
AB Trust: AB Discovery Value Fund, Inc.		34,707			3,161		415			8			(5,997	)		31,464		424		2,736
Bernstein Fund, Inc.: International Small Cap Portfolio		80,519			11,771		1,023			(223	)		(13,294	)		77,750		2,159		4,542
International Strategic Equities Portfolio		270,711			15,553		10,149			(1,496	)		(19,256	)		255,363		4,677		2,892
Small Cap Core Portfolio		39,504			2,436		– 0	–		– 0	–		(6,391	)		35,549		544		1,892
Sanford C. Bernstein Fund, Inc.: Emerging Markets Portfolio		35,399			6,835		2,918			(644	)		(2,732	)		35,940		540		2,186
International Portfolio		150,901			13,454		1,597			(345	)		(18,592	)		143,821		3,532		3,973
Total									$	(2,599	)	$	(72,810	)	$	612,044	$	12,481	$	21,976

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 28, 2019, the reimbursement for such services amounted to $35,849.

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NOTES TO FINANCIAL STATEMENTS(continued)

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 $161,003 for the six months ended February 28, 2019.

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 retainedfront-end sales charges of $3,868 from the sale of Class A shares and received $1,297, $1,297 and $462 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended February 28, 2019.

Brokerage commissions paid on investment transactions for the six months ended February 28, 2019 amounted to $47,855, of which $1,823 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plans

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, 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. Effective August 1, 2014, payments under the Plan in respect of Class A shares are limited to an annual rate of .25% of the Fund’s Class A share���s average daily net assets. The Plans provide that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plans to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plans 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 Plans are characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

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NOTES TO FINANCIAL STATEMENTS(continued)

In the event that a 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 Plans also provide 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 28, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	173,016,725		$	182,363,227
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	$	99,960,385
Gross unrealized depreciation		(63,112,382	)
Net unrealized appreciation	$	36,848,003

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 28, 2019.

2. Currency Transactions

The Fund may invest innon-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 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class A
Shares sold		307,094			715,529		$	4,832,810		$	12,008,884
Shares issued in reinvestment of dividends and distributions		767,105			1,632,882			11,007,955			26,681,287
Shares converted from Class B		32,725			116,345			520,283			1,922,532
Shares converted from Class C		255,370			797,918			4,130,751			13,144,651
Shares redeemed		(1,737,122	)		(3,854,177	)		(27,189,506	)		(64,492,205	)
Net decrease		(374,828	)		(591,503	)	$	(6,697,707	)	$	(10,734,851	)
Class B
Shares sold		6,308			15,034		$	99,650		$	253,374
Shares issued in reinvestment of dividends and distributions		6,133			24,927			88,170			412,793
Shares converted to Class A		32,388			(115,250	)		(520,283	)		(1,922,532	)
Shares redeemed		(82,652	)		(60,910	)		(281,379	)		(1,020,293	)
Net decrease		(37,823	)		(136,199	)	$	(613,842	)	$	(2,276,658	)
Class C
Shares sold		31,525			83,998		$	480,053		$	1,392,201
Shares issued in reinvestment of dividends and distributions		44,969			175,943			648,458			2,876,673
Shares converted to Class A		256,095			(800,063	)		(4,130,751	)		(13,144,651	)
Shares redeemed		(680,289	)		(643,745	)		(2,618,514	)		(10,703,491	)
Net decrease		(347,700	)		(1,183,867	)	$	(5,620,754	)	$	(19,579,268	)
Advisor Class
Shares sold		3,433,052			6,914,794		$	53,250,597		$	115,025,615
Shares issued in reinvestment of dividends and distributions		2,035,657			3,723,512			29,109,901			60,618,771
Shares redeemed		(4,751,327	)		(8,467,394	)		(73,455,878	)		(141,553,778	)
Net increase		717,382			2,170,912		$	8,904,620		$	34,090,608

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NOTES TO FINANCIAL STATEMENTS(continued)

	Shares						Amount
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018			Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31, 2018
Class R
Shares sold		18,999			15,844		$	296,515		$	262,876
Shares issued in reinvestment of dividends and distributions		5,228			13,892			74,707			225,748
Shares redeemed		(20,173	)		(62,671	)		(314,529	)		(1,038,146	)
Net increase (decrease)		4,054			(32,935	)	$	56,693		$	(549,522	)
Class K
Shares sold		40,747			77,425		$	631,443		$	1,279,644
Shares issued in reinvestment of dividends and distributions		23,814			57,755			339,829			937,946
Shares redeemed		(65,593	)		(214,732	)		(1,002,942	)		(3,541,703	)
Net decrease		(1,032	)		(79,552	)	$	(31,670	)	$	(1,324,113	)
Class I
Shares sold		1,371			2,683		$	20,958		$	44,131
Shares issued in reinvestment of dividends and distributions		826			3,359			11,828			54,682
Shares redeemed		– 0	–		(29,151	)		– 0	–		(485,394	)
Net increase (decrease)		2,197			(23,109	)	$	32,786		$	(386,581	)

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NOTE F

Risks Involved in Investing in the Fund

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

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

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- andmid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- andmid-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).

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.

NOTE G

Joint Credit Facility

A number ofopen-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 28, 2019.

34    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS(continued)

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2018 and August 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	81,356,641	$	42,440,731
Net long-term capital gains		16,601,929		32,377,118
Total taxable distributions	$	97,958,570	$	74,817,849

As of August 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	20,622,000
Unrealized appreciation/(depreciation)		137,615,873	(a)
Total accumulated earnings/(deficit)	$	158,237,873

(a) The difference between book-basis andtax-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, 2018, the Fund did not have any capital loss carryforwards.

NOTE I

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU2018-13 apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    35

NOTES TO FINANCIAL STATEMENTS(continued)

changes in the information environment.” The compliance date for the amendments to RegulationS-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

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.

36    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended  February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.99			$  16.27			$  15.06			$  14.64			$  15.76			$  13.36
Income From Investment Operations
Net investment income(a)(b)		.19			.17			.48			.26			.34			.37
Net realized and unrealized gain (loss) on investment transactions		(.89	)		1.77			1.58			.39			(1.11	)		2.30
Net increase (decrease) in net asset value from operations		(.70	)		1.94			2.06			.65			(.77	)		2.67
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.43	)		(.48	)		(.23	)		(.35	)		(.27	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.51	)		(1.22	)		(.85	)		(.23	)		(.35	)		(.27	)
Net asset value, end of period		$  15.78			$  16.99			$  16.27			$  15.06			$  14.64			$  15.76
Total Return
Total investment return based on net asset value(c)*		(3.79	)%		12.21	%		14.35	%		4.53	%		(4.89	)%		20.21	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$359,295			$393,100			$386,168			$354,972			$367,939			$417,381
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.64	%^		.64	%		.85	%		.89	%		.88	%		1.05	%
Expenses, before waivers/reimbursements(d)‡		1.01	%^		1.01	%		1.01	%		1.01	%		1.00	%		1.06	%
Net investment income(b)		2.40	%^		1.02	%		3.14	%		1.78	%		2.18	%		2.52	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    37

FINANCIAL HIGHLIGHTS(continued)

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

	Class B
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  17.13			$  16.36			$  15.07			$  14.57			$  15.64			$  13.20
Income From Investment Operations
Net investment income(a)(b)		.12			.05			.36			.20			.28			.31
Net realized and unrealized gain (loss) on investment transactions		(.87	)		1.77			1.60			.34			(1.15	)		2.23
Net increase (decrease) in net asset value from operations		(.75	)		1.82			1.96			.54			(.87	)		2.54
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.26	)		(.30	)		(.04	)		(.20	)		(.10	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.35	)		(1.05	)		(.67	)		(.04	)		(.20	)		(.10	)
Net asset value, end of period		$  16.03			$  17.13			$  16.36			$  15.07			$  14.57			$  15.64
Total Return
Total investment return based on net asset value(c)*		(4.17	)%		11.36	%		13.48	%		3.72	%		(5.59	)%		19.33	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,445			$5,396			$7,383			$12,268			$26,943			$57,541
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.42	%^		1.41	%		1.64	%		1.65	%		1.64	%		1.76	%
Expenses, before waivers/reimbursements(d)‡		1.79	%^		1.78	%		1.79	%		1.76	%		1.76	%		1.77	%
Net investment income(b)		1.57	%^		.29	%		2.35	%		1.37	%		1.85	%		2.10	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

38    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS(continued)

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

	Class C
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.91			$  16.15			$  14.95			$  14.51			$  15.62			$  13.21
Income From Investment Operations
Net investment income(a)(b)		.12			.06			.36			.15			.23			.27
Net realized and unrealized gain (loss) on investment transactions		(.85	)		1.73			1.57			.40			(1.11	)		2.27
Net increase (decrease) in net asset value from operations		(.73	)		1.79			1.93			.55			(.88	)		2.54
Less: Dividends and Distributions
Dividends from net investment income		(.00	)(e)		(.24	)		(.36	)		(.11	)		(.23	)		(.13	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.35	)		(1.03	)		(.73	)		(.11	)		(.23	)		(.13	)
Net asset value, end of period		$  15.83			$  16.91			$  16.15			$  14.95			$  14.51			$  15.62
Total Return
Total investment return based on net asset value(c)*		(4.10	)%		11.31	%		13.45	%		3.81	%		(5.62	)%		19.36	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,184			$38,133			$55,532			$97,091			$108,828			$134,675
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.40	%^		1.39	%		1.62	%		1.64	%		1.63	%		1.75	%
Expenses, before waivers/reimbursements(d)‡		1.76	%^		1.77	%		1.76	%		1.76	%		1.75	%		1.76	%
Net investment income(b)		1.60	%^		.34	%		2.38	%		1.06	%		1.51	%		1.84	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS(continued)

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

	Advisor Class
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.96			$  16.25			$  15.04			$  14.62			$  15.75			$  13.37
Income From Investment Operations
Net investment income(a)(b)		.21			.21			.52			.29			.37			.41
Net realized and unrealized gain (loss) on investment transactions		(.88	)		1.76			1.58			.40			(1.11	)		2.30
Net increase (decrease) in net asset value from operations		(.67	)		1.97			2.10			.69			(.74	)		2.71
Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.47	)		(.52	)		(.27	)		(.39	)		(.33	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.56	)		(1.26	)		(.89	)		(.27	)		(.39	)		(.33	)
Net asset value, end of period		$  15.73			$  16.96			$  16.25			$  15.04			$  14.62			$  15.75
Total Return
Total investment return based on net asset value(c)*		(3.64	)%		12.44	%		14.66	%		4.82	%		(4.66	)%		20.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$875,465			$931,834			$857,397			$861,450			$858,681			$921,935
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.39	%^		.39	%		.60	%		.64	%		.63	%		.75	%
Expenses, before waivers/reimbursements(d)‡		.76	%^		.76	%		.76	%		.76	%		.75	%		.76	%
Net investment income(b)		2.65	%^		1.26	%		3.39	%		2.00	%		2.42	%		2.77	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

40    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS(continued)

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

	Class R
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.84			$  16.14			$  14.94			$  14.51			$  15.63			$  13.22
Income From Investment Operations
Net investment income(a)(b)		.15			.10			.41			.21			.31			.33
Net realized and unrealized gain (loss) on investment transactions		(.86	)		1.73			1.57			.37			(1.14	)		2.26
Net increase (decrease) in net asset value from operations		(.71	)		1.83			1.98			.58			(.83	)		2.59
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.34	)		(.41	)		(.15	)		(.29	)		(.18	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.43	)		(1.13	)		(.78	)		(.15	)		(.29	)		(.18	)
Net asset value, end of period		$  15.70			$  16.84			$  16.14			$  14.94			$  14.51			$  15.63
Total Return
Total investment return based on net asset value(c)*		(3.95	)%		11.62	%		13.88	%		4.06	%		(5.33	)%		19.75	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,765			$2,898			$3,308			$3,360			$4,212			$5,665
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.09	%^		1.09	%		1.30	%		1.33	%		1.32	%		1.43	%
Expenses, before waivers/reimbursements(d)‡		1.46	%^		1.47	%		1.46	%		1.45	%		1.44	%		1.44	%
Net investment income(b)		1.94	%^		.59	%		2.67	%		1.46	%		2.02	%		2.27	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    41

FINANCIAL HIGHLIGHTS(continued)

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

	Class K
	Six Months Ended February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.87			$  16.17			$  14.97			$  14.54			$  15.66			$  13.28
Income From Investment Operations
Net investment income(a)(b)		.17			.15			.48			.22			.28			.37
Net realized and unrealized gain (loss) on investment transactions		(.87	)		1.75			1.55			.42			(1.07	)		2.27
Net increase (decrease) in net asset value from operations		(.70	)		1.90			2.03			.64			(.79	)		2.64
Less: Dividends and Distributions
Dividends from net investment income		(.14	)		(.41	)		(.46	)		(.21	)		(.33	)		(.26	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.49	)		(1.20	)		(.83	)		(.21	)		(.33	)		(.26	)
Net asset value, end of period		$  15.68			$  16.87			$  16.17			$  14.97			$  14.54			$  15.66
Total Return
Total investment return based on net asset value(c)*		(3.87	)%		12.01	%		14.22	%		4.48	%		(5.07	)%		20.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,889			$11,729			$12,527			$16,346			$15,751			$17,865
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.79	%^		.78	%		.99	%		1.01	%		1.01	%		1.12	%
Expenses, before waivers/reimbursements(d)‡		1.15	%^		1.16	%		1.14	%		1.12	%		1.13	%		1.13	%
Net investment income(b)		2.26	%^		.92	%		3.18	%		1.57	%		1.85	%		2.48	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

42    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS(continued)

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

	Class I
	Six Months Ended  February 28, 2019 (unaudited)			Year Ended August 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$  16.96			$  16.22			$  15.02			$  14.59			$  15.72			$  13.34
Income From Investment Operations
Net investment income(a)(b)		.20			.20			.50			.28			.62			.41
Net realized and unrealized gain (loss) on investment transactions		(.88	)		1.76			1.58			.41			(1.36	)		2.29
Net increase (decrease) in net asset value from operations		(.68	)		1.96			2.08			.69			(.74	)		2.70
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.43	)		(.51	)		(.26	)		(.39	)		(.32	)
Distributions from net realized gain on investment transactions		(.35	)		(.79	)		(.37	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.53	)		(1.22	)		(.88	)		(.26	)		(.39	)		(.32	)
Net asset value, end of period		$  15.75			$  16.96			$  16.22			$  15.02			$  14.59			$  15.72
Total Return
Total investment return based on net asset value(c)*		(3.68	)%		12.41	%		14.56	%		4.82	%		(4.72	)%		20.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$375			$367			$726			$1,743			$1,781			$4,576
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.46	%^		.45	%		.66	%		.69	%		.68	%		.79	%
Expenses, before waivers/reimbursements(d)‡		.82	%^		.83	%		.82	%		.81	%		.80	%		.81	%
Net investment income(b)		2.60	%^		1.19	%		3.24	%		1.93	%		3.99	%		2.78	%
Portfolio turnover rate		13	%		22	%		111	%		9	%		9	%		20	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.34	%		.41	%		.38	%		.05	%

See footnote summary on page 44.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    43

FINANCIAL HIGHLIGHTS(continued)

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

(a) Based on average shares outstanding.

(b) Net of fees and 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 28, 2019 and the years ended August 31, 2018 and August 31, 2017, such waiver amounted to .37% (annualized), .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.

44    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

RESULTS OF SHAREHOLDERS MEETING

(unaudited)

A Special Meeting of Shareholders of The AB Portfolios (the “Company”)—AB Wealth Appreciation Strategy (the “Fund”) was held on October 11, 2018, and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

1. To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

Trustee:	Voted For:		Authority Withheld:
Michael J. Downey		112,255,334		2,874,198
William H. Foulk, Jr.*		112.062,437		3,067,095
Nancy P. Jacklin		112,466,540		2,662,992
Robert M. Keith		112,388,936		2,740,596
Carol C. McMullen		112,486,090		2,643,442
Gary L. Moody		112,308,212		2,821,321
Marshall C. Turner, Jr.		112,101,288		3,028,244
Earl D. Weiner		112,176,204		2,953,328

2. To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

Voted For		Voted Against		Abstained		Broker-Non Votes
	31,111,631		409,460		1,360,097		11,374,922

* Mr. Foulk retired on December 31, 2018.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    45

TRUSTEES

Marshall C. Turner, Jr.(1),Chairman 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,ChiefCompliance 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 AB Wealth Appreciation Strategy’s portfolio.

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreement and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held onJuly 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including The AB Portfolios in respect of AB Wealth Appreciation Strategy (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held onJuly 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and currentsub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within theone-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of

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certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each 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 management fees of the Funds they oversee. The Directors did not identify any particular information that wasall-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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds;12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a 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 Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider

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(the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to anysub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund andsub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore orsub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows (in the case ofopen-end Funds); (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,

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offshore fund andsub-advised fund clients as compared to the Funds, 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 many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. 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 a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board 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

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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 each 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. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current 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 onJuly 31-August 2, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,

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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 materials from an outside consultant, who acted as their independent fee consultant, and 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 wasall-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund

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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 2016 and 2017 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 commissions paid by the Fund to brokers affiliated with the Adviser; and

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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 the1-,3-,5- and10-year periods ended May 31, 2018 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 a similar investment style. 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 also discussed these matters with their 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

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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, 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, 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 underlying 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.

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

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consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale 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.

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

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Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

Alliance California Municipal Income Fund

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.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    59

NOTES

60    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

AB WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

WA-0152-0219                

ITEM 2.     CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3.     AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5.     AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6.     SCHEDULE OF INVESTMENTS.

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

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

Not applicable to the registrant.

ITEM 8.     PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9.     PURCHASES OF EQUITY SECURITIES BYCLOSED-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 Rule30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

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

ITEM 12.     EXHIBITS.

The following exhibits are attached to this FormN-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 theSarbanes-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, 2019

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, 2019
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	April 26, 2019