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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05088

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, 2021

Date of reporting period: February 28, 2021

ITEM 1. REPORTS TO STOCKHOLDERS.

FEB^02.28.21

SEMI-ANNUAL REPORT

AB ALL MARKET TOTAL RETURN PORTFOLIO

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are 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.

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the 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.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

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SEMI-ANNUAL REPORT

April 8, 2021

This report provides management’s discussion of fund performance for the AB All Market Total Return Portfolio for the semi-annual reporting period ended February 28, 2021.

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, 2021 (unaudited)

	6 Months		12 Months
AB ALL MARKET TOTAL RETURN PORTFOLIO
Class A Shares		7.75%		9.96%
Class C Shares		7.44%		9.17%
Advisor Class Shares1		7.93%		10.26%
Class R Shares1		7.57%		9.57%
Class K Shares1		7.69%		9.83%
Class I Shares1		7.89%		10.20%
Primary Benchmark: MSCI ACWI (net)		13.04%		30.25%
Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		-0.85%		0.32%

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

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), and the Bloomberg Barclays Global Aggregate Bond Index (USD hedged) for the six- and 12-month periods ended February 28, 2021.

All share classes of the Fund underperformed the primary benchmark and outperformed the Bloomberg Barclays Global Aggregate Bond Index (USD hedged) for both periods, before sales charges.

During both periods, equity markets performed well, and therefore, the Fund’s more diversified approach, which balances exposures to equities, bonds, commodities and alternative strategies, underperformed the all-equity benchmark. Overall allocations within equities detracted from absolute performance, while allocations within fixed-income assets and

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alternative strategies contributed to performance in both periods. During the six-month period, security selection within equities and alternative strategies contributed, while selection within fixed-income assets detracted. Security selection within all three asset classes detracted during the 12-month period.

The Fund utilized derivatives for hedging and investment purposes in the form of futures, currency forwards and inflation Consumer Price Index swaps, which contributed to absolute performance for both periods, while total return swaps detracted; credit default swaps and variance swaps contributed for the six-month period, but detracted for the 12-month period; interest rate swaps and purchased swaptions detracted for the six-month period, but contributed for the 12-month period; written options had no material impact on performance for the six-month period, but detracted for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities, supported by extensive monetary and fiscal stimulus, continued to recover from lows triggered by the COVID-19 pandemic and recorded positive returns for the six-month period ended February 28, 2021. Equity markets suffered a setback at the beginning of the period as volatility and style rotation, including a broad sell-off of mega-cap technology stocks, prevailed. Favorable news about the efficacy of potential coronavirus vaccines helped offset market volatility that was prompted by the continued spread of the virus in many countries, a potentially contested US presidential election and lack of additional US fiscal stimulus. Later, despite the emergence of seemingly more transmissible strains of the virus—a significant decline in new cases, the acceleration of vaccine distribution, and positive signs that a $1.9 trillion relief package would be approved supported global equity markets. As the period drew to a close, the emergence of inflationary fears, especially in the US, precipitated a sharp rise in long-term government bond yields and an accompanying correction in equities. Rising longer-term interest rates pressured the valuations of many market-leading technology and growth stocks, especially in the US, boosting a rotation into more cyclical and value-oriented stocks. For the semi-annual period, small-cap stocks substantially outperformed large-cap stocks on a relative basis, and periods of market rotation led large and small value-style stocks to outperform their growth-style peers.

Global fixed-income market returns were mixed, with an elevated amount of volatility and dispersion between credit sectors over the six-month period. Developed-market government bonds were negative, and US Treasury bonds underperformed other major markets as longer-term US interest rates rose from a low in September 2020. Risk assets began to significantly rise, beginning in November, when positive vaccine news extended the credit rally. Emerging- and developed-market high-yield corporate bonds led gains with significant positive returns as investors searched for higher yields in a period of historically low interest rates.

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Emerging-market local-currency bonds also had strong positive results. Globally, developed-market investment-grade corporate bonds had positive results and outperformed global treasuries, but returns were slightly negative in the US. Securitized assets also outperformed treasuries with slightly negative results. The US dollar fell against most developed-market currencies and was mixed relative to emerging-market currencies. Brent crude oil prices rebounded by 46% on the improved economic outlook and OPEC+ production cuts. Copper gained almost 35% from increased demand for infrastructure and green energy initiatives. Gold prices fell over 12% due to the improved economic landscape, following a large advance earlier in calendar year, and as a non-interest-bearing asset in a rising rate environment.

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

INVESTMENT POLICIES

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

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

(continued on next page)

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

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

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

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

(continued on next page)

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

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

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. The Bloomberg Barclays Global Aggregate Bond Index (USD hedged) represents the performance of global investment-grade developed fixed-income markets, hedged to the US dollar. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The 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, including public health crises (including the occurrence of a contagious disease or illness), 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

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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. 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. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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

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

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

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

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.

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DISCLOSURES AND RISKS (continued)

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

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

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

Subsidiary Risk: By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary. The derivatives and other investments held by the Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and, unless otherwise noted in the prospectus, is not subject to all of the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are managed by the Adviser, making it unlikely the Subsidiary will take actions contrary to the interests of the Fund or its shareholders. In addition, changes in federal tax laws applicable to the Fund or interpretations thereof could limit the Fund’s ability to gain exposure to commodities investments through investments in the Subsidiary.

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

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DISCLOSURES AND RISKS (continued)

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

An Important Note About Historical Performance

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

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

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		9.96%		5.29%
5 Years		7.19%		6.26%
10 Years		5.10%		4.65%
CLASS C SHARES
1 Year		9.17%		8.17%
5 Years		6.39%		6.39%
10 Years		4.34%		4.34%
ADVISOR CLASS SHARES1
1 Year		10.26%		10.26%
5 Years		7.46%		7.46%
10 Years		5.39%		5.39%
CLASS R SHARES1
1 Year		9.57%		9.57%
5 Years		6.74%		6.74%
10 Years		4.70%		4.70%
CLASS K SHARES1
1 Year		9.83%		9.83%
5 Years		7.09%		7.09%
10 Years		5.02%		5.02%
CLASS I SHARES1
1 Year		10.20%		10.20%
5 Years		7.43%		7.43%
10 Years		5.36%		5.36%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.06%, 1.82%, 0.81%, 1.47%, 1.16% and 0.84% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

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

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		24.40%
5 Years		5.58%
10 Years		4.83%
CLASS C SHARES
1 Year		28.02%
5 Years		5.71%
10 Years		4.51%
ADVISOR CLASS SHARES1
1 Year		30.29%
5 Years		6.78%
10 Years		5.57%
CLASS R SHARES1
1 Year		29.50%
5 Years		6.07%
10 Years		4.87%
CLASS K SHARES1
1 Year		29.89%
5 Years		6.40%
10 Years		5.20%
CLASS I SHARES1
1 Year		30.25%
5 Years		6.75%
10 Years		5.55%

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

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EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

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EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2020		Ending Account Value February 28, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,077.50	$	5.25		1.02	%	$	5.41		1.05	%
Hypothetical**	$	1,000	$	1,019.74	$	5.11		1.02	%	$	5.26		1.05	%
Class C
Actual	$	1,000	$	1,074.40	$	9.10		1.77	%	$	9.26		1.80	%
Hypothetical**	$	1,000	$	1,016.02	$	8.85		1.77	%	$	9.00		1.80	%
Advisor Class
Actual	$	1,000	$	1,079.30	$	3.97		0.77	%	$	4.12		0.80	%
Hypothetical**	$	1,000	$	1,020.98	$	3.86		0.77	%	$	4.01		0.80	%
Class R
Actual	$	1,000	$	1,075.70	$	7.36		1.43	%	$	7.51		1.46	%
Hypothetical**	$	1,000	$	1,017.70	$	7.15		1.43	%	$	7.30		1.46	%
Class K
Actual	$	1,000	$	1,076.90	$	5.77		1.12	%	$	5.92		1.15	%
Hypothetical**	$	1,000	$	1,019.24	$	5.61		1.12	%	$	5.76		1.15	%
Class I
Actual	$	1,000	$	1,078.90	$	4.07		0.79	%	$	4.23		0.82	%
Hypothetical**	$	1,000	$	1,020.88	$	3.96		0.79	%	$	4.11		0.82	%

* 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, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $646.1

1 All data are as of February 28, 2021. 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). “Other” security type weightings represent 0.1% or less in the following types: Emerging Markets–Treasuries, Governments–Sovereign Bonds, Mortgage Pass-Throughs, Preferred Stocks and Warrants.

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

PORTFOLIO SUMMARY (continued)

February 28, 2021 (unaudited)

1 All data are as of February 28, 2021. The Fund’s country 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). “Other” country weightings represent 0.6% or less in the following: Angola, Argentina, Australia, Austria, Bahrain, Belgium, Bermuda, Brazil, Cayman Islands, Colombia, Costa Rica, Dominican Republic, Ecuador, Egypt, El Salvador, Finland, Ghana, Honduras, Hong Kong, India, Israel, Italy, Ivory Coast, Jamaica, Jersey (Channel Islands), Kenya, Kuwait, Lebanon, Luxembourg, Macau, Malaysia, Mexico, Mongolia, Nigeria, Norway, Oman, Peru, Portugal, Russia, Senegal, Singapore, South Africa, Spain, Taiwan, Turkey, Ukraine, United Arab Emirates, Venezuela and Zambia.

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS

February 28, 2021 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 56.1%
Information Technology – 15.6%
Communications Equipment – 0.6%
Acacia Communications, Inc.(a)		16,430	$	1,889,286
Calix, Inc.(a)		15,508		612,721
Lumentum Holdings, Inc.(a)		6,050		544,500
Motorola Solutions, Inc.		3,403		597,158
				3,643,665
Electronic Equipment, Instruments & Components – 2.4%
Amphenol Corp. – Class A		23,459		2,948,327
Arrow Electronics, Inc.(a)		4,033		404,349
CDW Corp./DE		20,748		3,255,154
Coherent, Inc.(a)		12,897		3,120,300
Flex Ltd.(a)		45,270		823,461
FLIR Systems, Inc.		48,140		2,570,676
IPG Photonics Corp.(a)		2,913		662,271
Keyence Corp.		1,100		524,547
MTS Systems Corp.		12,928		754,478
Zebra Technologies Corp. – Class A(a)		857		428,011
				15,491,574
Internet Software & Services – 0.3%
Grubhub, Inc.(a)		36,202		2,319,462
IT Services – 3.4%
Adyen NV(a)(b)(c)		240		560,012
Amadeus IT Group SA – Class A(a)		7,430		518,742
Automatic Data Processing, Inc.		24,688		4,296,205
Booz Allen Hamilton Holding Corp.		6,846		528,101
Broadridge Financial Solutions, Inc.		2,238		318,893
Capgemini SE		4,150		666,490
Cardtronics PLC – Class A(a)		20,481		789,543
Cognizant Technology Solutions Corp. – Class A		33,407		2,454,746
EPAM Systems, Inc.(a)		1,112		415,454
Fidelity National Information Services, Inc.		5,820		803,160
Genpact Ltd.		6,940		280,654
International Business Machines Corp.		2,069		246,066
Mastercard, Inc. – Class A		15,164		5,365,782
Nomura Research Institute Ltd.		8,400		260,618
Paychex, Inc.		10,220		930,735
Square, Inc. – Class A(a)		2,030		466,961
Twilio, Inc. – Class A(a)		970		381,094
Visa, Inc. – Class A		12,216		2,594,556
Western Union Co. (The) – Class W		17,492		406,164
				22,283,976

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Semiconductors & Semiconductor Equipment – 2.9%
Applied Materials, Inc.		13,519	$	1,597,810
Broadcom, Inc.		247		116,058
Dialog Semiconductor PLC(a)		25,388		1,973,484
Globalwafers Co., Ltd.		14,000		371,719
Infineon Technologies AG		15,880		690,966
Inphi Corp.(a)		16,064		2,643,974
Intel Corp.		1,581		96,093
JA Solar Technology Co., Ltd.(a)		19,700		101,231
KLA Corp.		2,461		765,937
Maxim Integrated Products, Inc.		29,129		2,713,949
Novatek Microelectronics Corp.		21,000		357,572
NVIDIA Corp.		76		41,692
NXP Semiconductors NV		3,180		580,509
Phison Electronics Corp.		17,000		279,984
QUALCOMM, Inc.		3,630		494,370
Realtek Semiconductor Corp.		24,000		395,971
STMicroelectronics NV		10,067		390,975
Taiwan Semiconductor Manufacturing Co., Ltd.		44,000		961,269
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		6,370		802,238
Texas Instruments, Inc.		5,273		908,380
Xilinx, Inc.		18,120		2,361,036
				18,645,217
Software – 4.7%
Adobe, Inc.(a)		1,045		480,355
Autodesk, Inc.(a)		1,227		338,652
Avaya Holdings Corp.(a)		2,216		65,749
Cadence Design Systems, Inc.(a)		3,146		443,869
Citrix Systems, Inc.		10,013		1,337,537
Constellation Software, Inc./Canada		560		725,069
Dassault Systemes SE		2,760		573,246
Dropbox, Inc. – Class A(a)		7,777		175,332
Fair Isaac Corp.(a)		700		320,285
Microsoft Corp.		61,751		14,349,697
Monitronics International, Inc.(a)		4,469		37,986
Nice Ltd.(a)		640		147,829
NortonLifeLock, Inc.		7,139		139,282
Oracle Corp.		25,059		1,616,556
Oracle Corp./Japan		3,600		365,365
Proofpoint, Inc.(a)		3,820		461,914
SAP SE		20,862		2,580,352
ServiceNow, Inc.(a)		483		257,661
Slack Technologies, Inc. – Class A(a)		60,446		2,474,055

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Synopsys, Inc.(a)		797	$	195,432
Trade Desk, Inc. (The) – Class A(a)		416		335,042
Trend Micro, Inc./Japan		22,600		1,092,550
VMware, Inc. – Class A(a)		8,903		1,230,484
Zendesk, Inc.(a)		3,670		536,334
				30,280,633
Technology Hardware, Storage & Peripherals – 1.3%
Apple, Inc.		31,141		3,776,158
Lenovo Group Ltd.		310,000		391,852
Logitech International SA		2,980		316,818
NetApp, Inc.		6,078		380,483
Pegatron Corp.		65,000		173,969
Samsung Electronics Co., Ltd.		44,128		3,233,948
				8,273,228
				100,937,755
Health Care – 10.0%
Biotechnology – 1.0%
AbbVie, Inc.		5,640		607,654
Abcam PLC		20,210		477,535
Alexion Pharmaceuticals, Inc.(a)		18,187		2,778,064
Amgen, Inc.		1,298		291,946
BGI Genomics Co., Ltd.		1,100		23,570
Ionis Pharmaceuticals, Inc.(a)		5,281		276,724
Seegene, Inc.		1,879		207,173
Viela Bio, Inc.(a)		41,614		2,213,865
				6,876,531
Health Care Equipment & Supplies – 3.0%
Abbott Laboratories		35,220		4,218,652
ABIOMED, Inc.(a)		1,286		417,371
Alcon, Inc.(a)		7,110		489,680
Avantor, Inc.(a)		11,167		311,224
Cantel Medical Corp.(a)		31,693		2,354,156
Danaher Corp.		2,480		544,782
Demant A/S(a)		6,189		254,400
Hologic, Inc.(a)		5,548		399,955
IDEXX Laboratories, Inc.(a)		849		441,624
Koninklijke Philips NV(a)		60,140		3,283,467
Medtronic PLC		25,113		2,937,467
STERIS PLC		3,130		547,124
Supermax Corp. Bhd		245,302		292,350
Top Glove Corp. Bhd		249,100		321,748
Varian Medical Systems, Inc.(a)		14,736		2,582,779
				19,396,779

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care Providers & Services – 1.5%
Anthem, Inc.		15,240	$	4,620,615
Galenica AG(c)		2,990		192,405
Henry Schein, Inc.(a)		14,667		907,154
Laboratory Corp. of America Holdings(a)		2,990		717,331
Magellan Health, Inc.(a)		18,533		1,729,500
Molina Healthcare, Inc.(a)		1,662		360,255
UnitedHealth Group, Inc.		3,200		1,063,104
				9,590,364
Health Care Technology – 0.5%
Cerner Corp.		4,912		339,616
Change Healthcare, Inc.(a)		110,311		2,522,812
Veeva Systems, Inc. – Class A(a)		534		149,579
				3,012,007
Life Sciences Tools & Services – 1.6%
Agilent Technologies, Inc.		231		28,198
Bio-Rad Laboratories, Inc. – Class A(a)		1,863		1,088,924
Bruker Corp.		11,130		678,707
Gerresheimer AG		3,390		350,122
Hangzhou Tigermed Consulting Co., Ltd. –Class A		15,484		338,077
ICON PLC(a)		1,570		283,668
IQVIA Holdings, Inc.(a)		26,217		5,054,375
Maccura Biotechnology Co., Ltd.		62,200		391,684
PRA Health Sciences, Inc.(a)		10,250		1,510,953
Thermo Fisher Scientific, Inc.		1,676		754,334
				10,479,042
Pharmaceuticals – 2.4%
Bristol-Myers Squibb Co.		7,600		466,108
Eli Lilly & Co.		1,279		262,054
GlaxoSmithKline PLC		30,290		505,412
GW Pharmaceuticals PLC (Sponsored ADR)(a)		10,245		2,194,991
Johnson & Johnson		3,136		496,930
Merck & Co., Inc.		10,602		769,917
Novo Nordisk A/S – Class B		8,820		629,193
Oxford Immunotec Global PLC(a)		54,127		1,188,088
Perrigo Co. PLC		7,357		296,929
Progenic Pharmaceuticals Cvr(d)(e)		136,645		– 0	–
Roche Holding AG		9,571		3,139,851
Sanofi		17,281		1,585,889
Sumitomo Dainippon Pharma Co., Ltd.		24,800		394,200
Takeda Pharmaceutical Co., Ltd.		11,700		394,276
Zoetis, Inc.		19,126		2,969,120
				15,292,958
				64,647,681

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Financials – 8.2%
Banks – 2.7%
ABN AMRO Bank NV (GDR)(a)(c)		49,431	$	568,383
Absa Group Ltd.		5,220		41,774
Banco do Brasil SA		55,900		279,789
Bank Leumi Le-Israel BM		74,860		454,039
Bank of America Corp.		5,814		201,804
BNP Paribas SA(a)		6,146		365,364
China Merchants Bank Co., Ltd. – Class H		11,500		88,191
China Minsheng Banking Corp., Ltd. – Class H		650,000		387,893
CIT Group, Inc.		9,958		451,595
Credicorp Ltd.		1,081		172,971
Danske Bank A/S(a)		9,610		176,660
DBS Group Holdings Ltd.		15,500		307,126
Erste Group Bank AG(a)		20,350		668,236
Fifth Third Bancorp		12,106		419,957
FinecoBank Banca Fineco SpA(a)		23,084		404,874
HDFC Bank Ltd. (ADR)(a)		8,540		675,856
Huaxia Bank Co., Ltd.		356,900		344,665
JPMorgan Chase & Co.		4,393		646,517
Jyske Bank A/S(a)		30,971		1,334,185
KBC Group NV(a)		4,080		292,814
Lloyds Banking Group PLC(a)		258,758		140,990
Mebuki Financial Group, Inc.		183,900		392,826
National Bank of Canada		1,460		91,964
Natwest Group PLC(a)		29,608		76,480
Royal Bank of Canada		6,390		544,099
Societe Generale SA(a)		17,131		423,930
Standard Chartered PLC(a)		59,384		384,312
SVB Financial Group(a)		2,557		1,292,205
TCF Financial Corp.		62,862		2,817,475
Toronto-Dominion Bank (The)		2,850		172,756
US Bancorp		6,490		324,500
Wells Fargo & Co.		74,731		2,703,020
				17,647,250
Capital Markets – 3.5%
Ameriprise Financial, Inc.		1,886		417,259
BlackRock, Inc. – Class A		1,564		1,086,198
Charles Schwab Corp. (The)		62,747		3,872,745
CME Group, Inc. – Class A		8,927		1,782,722
Eaton Vance Corp.		38,660		2,824,886
EQT AB		14,016		388,534
Goldman Sachs Group, Inc. (The)		5,709		1,823,911
Julius Baer Group Ltd.		44,666		2,749,342

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Moody’s Corp.		7,069	$	1,943,198
Morgan Stanley		22,550		1,733,447
MSCI, Inc. – Class A		1,550		642,506
Partners Group Holding AG		1,030		1,233,187
Raymond James Financial, Inc.		3,478		406,022
S&P Global, Inc.		1,350		444,635
Singapore Exchange Ltd.		153,100		1,139,865
T. Rowe Price Group, Inc.		1,079		174,949
				22,663,406
Consumer Finance – 0.2%
American Express Co.		10,496		1,419,689
Diversified Financial Services – 0.7%
Berkshire Hathaway, Inc. – Class B(a)		89		21,405
Far East Horizon Ltd.(b)		371,000		399,122
Groupe Bruxelles Lambert SA		7,096		701,897
IHS Markit Ltd.		29,642		2,672,523
Kinnevik AB – Class B(b)		8,691		403,292
				4,198,239
Insurance – 1.1%
AIA Group Ltd.		38,400		484,279
Allianz SE		1,190		287,218
CNP Assurances(a)		23,529		423,408
iA Financial Corp., Inc.(b)		7,753		398,372
Manulife Financial Corp.(b)		22,594		450,424
MetLife, Inc.		4,780		275,328
PICC Property & Casualty Co., Ltd. – Class H		752,000		568,936
Progressive Corp. (The)		2,380		204,561
Prudential Financial, Inc.		380		32,954
RenaissanceRe Holdings Ltd.		2,580		430,808
Sampo Oyj – Class A		7,400		329,387
Willis Towers Watson PLC		12,919		2,850,448
Zurich Insurance Group AG		640		261,255
				6,997,378
				52,925,962
Consumer Discretionary – 7.1%
Auto Components – 0.8%
Aisin Seiki Co., Ltd.		11,700		402,100
Aptiv PLC(a)		25,023		3,749,446
ATD New Holdings, Inc.(a)(e)		2,609		107,752
BorgWarner, Inc.		4,038		181,710
Exide Corp.(a)(d)(e)		13		24,375
Exide Technologies(a)(d)(e)		48,846		– 0	–
Exide Technologies/Old(a)(d)(e)		1,244		– 0	–
JTEKT Corp.		20,200		214,544

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Lear Corp.		1,840	$	305,606
				4,985,533
Automobiles – 0.3%
BAIC Motor Corp., Ltd.(c)		1,005,000		359,503
Ford Motor Co.(a)		28,123		329,039
Geely Automobile Holdings Ltd.		66,000		213,491
Great Wall Motor Co., Ltd. – Class H(b)		40,500		117,322
Kia Motors Corp.		1,500		105,762
Nissan Motor Co., Ltd.(a)		46,600		254,763
Tesla, Inc.(a)		306		206,703
Yadea Group Holdings Ltd.(c)		117,241		254,947
				1,841,530
Diversified Consumer Services – 0.3%
Service Corp. International/US		36,834		1,759,192
TAL Education Group (ADR)(a)		1,723		133,601
				1,892,793
Hotels, Restaurants & Leisure – 0.8%
Aristocrat Leisure Ltd.		25,900		605,879
Compass Group PLC(a)		66,329		1,346,941
Domino’s Pizza, Inc.		1,067		369,726
eDreams ODIGEO SA(a)(b)		29,487		176,828
Galaxy Entertainment Group Ltd.		77,000		702,444
La Francaise des Jeux SAEM(c)		760		34,306
McDonald’s Corp.		2,705		557,609
Starbucks Corp.		10,617		1,146,954
				4,940,687
Household Durables – 0.4%
Electrolux AB – Class B		16,417		387,582
Garmin Ltd.		853		105,789
Haier Smart Home Co., Ltd.(a)		95,600		363,594
LG Electronics, Inc.		1,703		221,551
Sony Corp.		6,700		707,528
TopBuild Corp.(a)		3,150		599,791
Whirlpool Corp.		714		135,717
				2,521,552
Internet & Direct Marketing Retail – 1.9%
Alibaba Group Holding Ltd. (ADR)(a)		7,145		1,698,795
Amazon.com, Inc.(a)		1,493		4,617,744
eBay, Inc.		7,235		408,199
HelloFresh SE(a)		5,122		397,954
JD.com, Inc. (ADR)(a)		1,369		128,508
Just Eat Takeaway.com NV(a)(b)(c)		4,248		408,771
MercadoLibre, Inc.(a)		180		294,860
Naspers Ltd. – Class N		12,344		2,912,905
Pinduoduo, Inc. (ADR)(a)		1,706		291,999

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Prosus NV(a)		9,753	$	1,162,719
Zalando SE(a)(c)		3,424		352,012
				12,674,466
Leisure Products – 0.1%
Polaris, Inc.		3,272		385,311
Multiline Retail – 0.1%
Dollar General Corp.		2,690		508,383
Next PLC(a)		3,726		394,676
				903,059
Specialty Retail – 1.5%
AutoZone, Inc.(a)		840		974,333
China Meidong Auto Holdings Ltd.		29,200		110,967
GrandVision NV(a)(c)		62,988		1,915,155
Home Depot, Inc. (The)		3,681		950,950
Lowe’s Cos., Inc.		975		155,756
O’Reilly Automotive, Inc.(a)		1,458		652,207
Ross Stores, Inc.		3,235		377,330
Sportsman’s Warehouse Holdings, Inc.(a)		100,112		1,695,897
TJX Cos., Inc. (The)		42,139		2,780,753
Topsports International Holdings Ltd.(c)		59,000		86,629
				9,699,977
Textiles, Apparel & Luxury Goods – 0.9%
adidas AG(a)		1,349		470,241
Bosideng International Holdings Ltd.		184,000		77,466
Deckers Outdoor Corp.(a)		2,610		851,147
EssilorLuxottica SA		3,203		522,516
NIKE, Inc. – Class B		26,827		3,615,743
Pandora A/S		4,077		395,817
				5,932,930
				45,777,838
Industrials – 5.2%
Aerospace & Defense – 0.6%
Aerojet Rocketdyne Holdings, Inc.(a)		50,609		2,594,723
Hexcel Corp.(a)		11,280		606,413
L3Harris Technologies, Inc.		2,580		469,328
				3,670,464
Air Freight & Logistics – 0.1%
Kuehne & Nagel International AG		1,710		405,767
Building Products – 0.7%
Allegion PLC		6,735		732,634
Cie de Saint-Gobain(a)		5,785		311,096
Masco Corp.		6,082		323,684

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Otis Worldwide Corp.		37,244	$	2,372,815
Trex Co., Inc.(a)		7,470		684,551
				4,424,780
Commercial Services & Supplies – 0.9%
Secom Co., Ltd.		21,300		1,854,698
Stericycle, Inc.(a)		38,341		2,487,181
Tetra Tech, Inc.		3,250		449,702
TOMRA Systems ASA		12,500		533,424
Waste Management, Inc.		4,640		514,529
				5,839,534
Construction & Engineering – 0.0%
WillScot Mobile Mini Holdings Corp.(a)		1,235		34,247
Electrical Equipment – 0.7%
Acuity Brands, Inc.		3,078		379,517
Generac Holdings, Inc.(a)		537		176,974
Prysmian SpA		11,145		357,990
Regal Beloit Corp.		2,360		322,541
Rockwell Automation, Inc.		3,410		829,585
Schneider Electric SE		7,030		1,039,557
Vertiv Holdings Co.		20,261		424,063
Vestas Wind Systems A/S		5,219		978,692
				4,508,919
Industrial Conglomerates – 0.2%
3M Co.		8,888		1,555,933
Machinery – 0.9%
CNH Industrial NV(a)		19,450		287,096
Deere & Co.		1,499		523,331
Dover Corp.		7,913		975,356
Kawasaki Heavy Industries Ltd.(a)		18,100		410,185
Mitsubishi Heavy Industries Ltd.		14,000		406,114
Navistar International Corp.(a)		8,420		370,985
SKF AB – Class B		2,722		74,165
SMC Corp.		500		296,527
Snap-on, Inc.		2,071		420,641
Volvo AB(a)		63,964		1,637,504
Xylem, Inc./NY		6,860		682,982
				6,084,886
Marine – 0.1%
COSCO SHIPPING Holdings Co., Ltd.(a)		98,800		193,577
Evergreen Marine Corp. Taiwan Ltd.(a)		94,000		128,021
Nippon Yusen KK		13,900		402,053
				723,651

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Professional Services – 0.8%
Intertrust NV(a)(c)		14,350	$	233,890
Recruit Holdings Co., Ltd.		10,500		524,678
RELX PLC		58,080		1,366,491
Robert Half International, Inc.		4,825		375,337
Verisk Analytics, Inc. – Class A		13,115		2,148,893
Wolters Kluwer NV		7,230		573,117
				5,222,406
Road & Rail – 0.1%
AMERCO		728		418,396
Union Pacific Corp.		475		97,831
				516,227
Trading Companies & Distributors – 0.1%
United Rentals, Inc.(a)		188		55,907
WW Grainger, Inc.		600		223,626
				279,533
				33,266,347
Communication Services – 4.0%
Diversified Telecommunication Services – 0.4%
Comcast Corp. – Class A		36,278		1,912,576
Nippon Telegraph & Telephone Corp.		34,800		901,495
Telenor ASA		4,089		66,095
				2,880,166
Entertainment – 0.6%
Activision Blizzard, Inc.		6,940		663,533
Electronic Arts, Inc.		10,670		1,429,460
Netflix, Inc.(a)		742		399,827
Nintendo Co., Ltd.		800		489,258
Take-Two Interactive Software, Inc.(a)		2,262		417,249
Ubisoft Entertainment SA(a)		3,020		246,224
Walt Disney Co. (The)(a)		260		49,150
				3,694,701
Interactive Media & Services – 2.9%
Alphabet, Inc. – Class A(a)		512		1,035,218
Alphabet, Inc. – Class C(a)		4,193		8,540,555
Auto Trader Group PLC(a)(c)		98,810		759,707
Facebook, Inc. – Class A(a)		27,126		6,988,200
IAC/InterActiveCorp(a)		1,715		419,883
Kakaku.com, Inc.		13,500		430,092
Tencent Holdings Ltd.		9,400		817,771
				18,991,426

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Media – 0.0%
Charter Communications, Inc. – Class A(a)		193	$	118,390
DISH Network Corp. – Class A(a)		609		19,190
iHeartMedia, Inc. – Class A(a)		2,453		34,514
				172,094
Wireless Telecommunication Services – 0.1%
Softbank Corp.		15,500		209,596
Vodafone Group PLC		117,865		201,766
				411,362
				26,149,749
Consumer Staples – 2.0%
Beverages – 0.5%
Asahi Group Holdings Ltd.		35,479		1,548,910
Chongqing Brewery Co., Ltd.		17,344		324,091
Coca-Cola Co. (The)		25,761		1,262,032
Kirin Holdings Co., Ltd.		17,200		338,854
				3,473,887
Food & Staples Retailing – 0.3%
Koninklijke Ahold Delhaize NV		28,010		739,597
Southeastern Grocers, Inc.(a)(d)(e)		8,714		113,286
Walmart, Inc.		6,450		837,984
				1,690,867
Food Products – 0.7%
Archer-Daniels-Midland Co.		7,340		415,297
Bunge Ltd.		5,289		405,032
Danone SA		21,771		1,480,448
Ingredion, Inc.		4,443		400,759
Kerry Group PLC – Class A		3,600		433,158
Morinaga & Co., Ltd./Japan		8,000		288,938
Nestle SA		3,660		381,989
Salmar ASA		13,770		903,102
				4,708,723
Household Products – 0.2%
Procter & Gamble Co. (The)		9,280		1,146,358
Tobacco – 0.3%
Imperial Brands PLC		1,772		33,017
Philip Morris International, Inc.		7,670		644,433
Smoore International Holdings Ltd.(a)(c)		43,000		348,599
Swedish Match AB		10,416		747,595
				1,773,644
				12,793,479

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Materials – 1.6%
Chemicals – 1.1%
Akzo Nobel NV		3,890	$	402,264
Chr Hansen Holding A/S(a)		6,550		561,650
Hengli Petrochemical Co., Ltd.		18,100		101,390
Inner Mongolia Junzheng Energy & Chemical Industry Group Co., Ltd. – Class A		97,400		89,812
International Flavors & Fragrances, Inc.		23,942		3,244,381
Johnson Matthey PLC		5,675		242,496
Koninklijke DSM NV		3,390		558,962
Kumho Petrochemical Co., Ltd.(a)		1,387		259,873
LANXESS AG		5,479		406,677
Linde PLC		2,787		680,781
Mitsui Chemicals, Inc.		4,500		139,400
RPM International, Inc.		3,740		297,854
Sumitomo Chemical Co., Ltd.		40,300		196,193
				7,181,733
Construction Materials – 0.0%
Forterra, Inc.(a)		9,160		213,153
Containers & Packaging – 0.1%
Smurfit Kappa Group PLC		4,514		213,280
Westrock Co.		16		697
				213,977
Metals & Mining – 0.4%
Artsonig Pty Ltd.(d)(e)		51,133		– 0	–
Constellium SE(a)		4,470		59,183
Evraz PLC		51,294		411,788
First Quantum Minerals Ltd.		6,264		135,016
Glencore PLC(a)		59,684		242,890
Hunan Valin Steel Co., Ltd. – Class A		221,700		200,440
Kumba Iron Ore Ltd.		9,054		388,339
Neenah Enterprises, Inc.(a)(d)(e)		10,896		– 0	–
Rio Tinto PLC		678		58,760
Southern Copper Corp.		5,110		364,496
Steel Dynamics, Inc.		9,098		378,295
Teck Resources Ltd. – Class B		14,854		309,312
				2,548,519
				10,157,382
Utilities – 1.1%
Electric Utilities – 0.8%
American Electric Power Co., Inc.		1,800		134,730
EDP – Energias de Portugal SA		83,390		477,967
Enel SpA		94,250		888,674
Iberdrola SA		34,390		430,973

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
NextEra Energy, Inc.		15,420	$	1,133,061
NRG Energy, Inc.		2,821		102,995
PNM Resources, Inc.		53,322		2,559,989
				5,728,389
Gas Utilities – 0.0%
UGI Corp.		771		29,537
Multi-Utilities – 0.2%
Ameren Corp.		8,880		623,998
Dominion Energy, Inc.		4,100		280,112
Sempra Energy		2,935		340,401
				1,244,511
Water Utilities – 0.1%
American Water Works Co., Inc.		2,540		360,375
				7,362,812
Energy – 0.7%
Oil, Gas & Consumable Fuels – 0.7%
Battalion Oil Corp.(a)		1		12
Berry Corp.		9,850		48,856
CHC Group LLC(a)(f)		22,775		4,327
Cheniere Energy, Inc.(a)		6,075		409,394
Denbury, Inc.(a)		4,255		181,901
ENEOS Holdings, Inc.		68,600		303,348
Idemitsu Kosan Co., Ltd.(b)		6,000		157,819
K2016470219 South Africa Ltd. – Series A(d)(e)		465,862		1
K2016470219 South Africa Ltd. – Series B(d)(e)		73,623		– 0	–
LUKOIL PJSC (Sponsored ADR)		10,552		786,124
Neste Oyj		2,435		160,832
OMV AG		8,080		389,288
Paragon Litigation – Class A(e)		649		65
Paragon Litigation – Class B(e)		974		6,088
Parkland Corp./Canada(b)		11,891		377,866
QEP Resources, Inc.		4,236		14,572
Royal Dutch Shell PLC – Class B		40,280		789,622
SandRidge Energy, Inc.(a)		14		70
Valero Energy Corp.		4,930		379,511
Vantage Drilling International(a)		602		2,408
Whiting Petroleum Corp.(a)		1,504		51,587
Yanzhou Coal Mining Co., Ltd.		91,900		137,191
Yanzhou Coal Mining Co., Ltd. – Class H		238,000		220,643
				4,421,525

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
Real Estate – 0.6%
Equity Real Estate Investment Trusts (REITs) – 0.3%
American Campus Communities, Inc.			5,349	$	219,095
American Tower Corp.			5,102		1,102,695
Nippon Building Fund, Inc.			88		539,121
Orix JREIT, Inc.(b)			106		181,554
Weyerhaeuser Co.			10,022		339,445
					2,381,910
Real Estate Management & Development – 0.3%
CBRE Group, Inc. – Class A(a)			17,828		1,350,827
Tokyu Fudosan Holdings Corp.			21,400		135,161
Vonovia SE			4,370		278,322
					1,764,310
					4,146,220
Total Common Stocks (cost $302,096,017)					362,586,750
		Principal Amount (000)
CORPORATES – NON-INVESTMENT GRADE – 5.7%
Industrial – 4.8%
Basic – 0.3%
Advanced Drainage Systems, Inc. 5.00%, 09/30/2027(c)	U.S.$		16		16,800
Arconic Corp. 6.125%, 02/15/2028(c)			33		34,837
Big River Steel LLC/BRS Finance Corp. 6.625%, 01/31/2029(c)			128		138,163
CF Industries, Inc. 3.45%, 06/01/2023			78		81,290
4.95%, 06/01/2043			3		3,535
5.375%, 03/15/2044			76		95,149
Cleveland-Cliffs, Inc. 4.625%, 03/01/2029(c)			25		24,472
4.875%, 03/01/2031(c)			27		26,432
6.75%, 03/15/2026(c)			12		12,910
9.875%, 10/17/2025(c)			75		87,814
Commercial Metals Co. 5.375%, 07/15/2027			140		148,616
Crown Americas LLC/Crown Americas Capital Corp. VI 4.75%, 02/01/2026			20		20,755

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Element Solutions, Inc. 3.875%, 09/01/2028(c)	U.S.$		91	$	90,866
ERP Iron Ore, LLC 9.04%, 12/31/2019(a)(d)(e)(g)(h)			12		10,336
FMG Resources (August 2006) Pty Ltd. 4.50%, 09/15/2027(c)			36		39,551
Graham Packaging Co., Inc. 7.125%, 08/15/2028(c)			28		30,299
Grinding Media, Inc./Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023(c)			123		124,907
Hecla Mining Co. 7.25%, 02/15/2028			28		30,360
Illuminate Buyer LLC/Illuminate Holdings IV, Inc. 9.00%, 07/01/2028(c)			77		85,586
INEOS Quattro Finance 1 PLC 3.75%, 07/15/2026(c)	EUR		149		182,579
Intelligent Packaging Holdco Issuer LP 9.00% (9.00% Cash or 9.75% PIK), 01/15/2026(c)(h)	U.S.$		52		52,694
Intelligent Packaging Ltd. Finco, Inc./Intelligent Packaging Ltd. Co-Issuer LLC 6.00%, 09/15/2028(c)			123		128,513
Joseph T Ryerson & Son, Inc. 8.50%, 08/01/2028(c)			52		57,258
Kaiser Aluminum Corp. 6.50%, 05/01/2025(c)			22		23,535
Kraton Polymers LLC/Kraton Polymers Capital Corp. 5.25%, 05/15/2026(c)	EUR		100		124,074
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018(a)(d)(e)(g)(i)	U.S.$		146		– 0	–
Mercer International, Inc. 5.125%, 02/01/2029(c)			93		94,455
Novelis Corp. 5.875%, 09/30/2026(c)			40		41,700
Peabody Energy Corp. 6.00%, 03/31/2022(c)			1		656
8.50% (6.00% Cash and 2.50% PIK), 12/31/2024(c)(h)			7		4,130
PIC AU Holdings LLC/PIC AU Holdings Corp. 10.00%, 12/31/2024(c)			7		6,255
SPCM SA 4.875%, 09/15/2025(c)			142		145,984

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
United States Steel Corp. 12.00%, 06/01/2025(c)	U.S.$		125	$	149,765
Valvoline, Inc. 4.25%, 02/15/2030(c)			152		157,125
					2,271,401
Capital Goods – 0.4%
ARD Finance SA 5.00% (5.00% Cash or 5.75% PIK), 06/30/2027(c)(h)	EUR		202		252,141
Ball Corp. 5.00%, 03/15/2022	U.S.$		93		96,973
Bombardier, Inc.
5.75%, 03/15/2022(c)			364		371,284
8.75%, 12/01/2021(c)			60		62,291
Clean Harbors, Inc. 4.875%, 07/15/2027(c)			3		3,149
Cleaver-Brooks, Inc. 7.875%, 03/01/2023(b)(c)			74		72,710
Colfax Corp. 6.00%, 02/15/2024(c)			23		23,752
6.375%, 02/15/2026(c)			24		25,652
Crown Americas LLC/Crown Americas Capital Corp. IV 4.50%, 01/15/2023			16		16,810
Energizer Holdings, Inc. 4.75%, 06/15/2028(c)			33		33,717
EnerSys 4.375%, 12/15/2027(c)			100		105,634
Gates Global LLC/Gates Corp. 6.25%, 01/15/2026(c)			130		136,430
GFL Environmental, Inc.
5.125%, 12/15/2026(c)			15		15,874
8.50%, 05/01/2027(c)			50		55,277
Granite US Holdings Corp. 11.00%, 10/01/2027(c)			54		60,546
Griffon Corp. 5.75%, 03/01/2028			22		23,101
JELD-WEN, Inc. 4.625%, 12/15/2025(c)			17		17,319
Mauser Packaging Solutions Holding Co. 5.50%, 04/15/2024(c)			13		13,049
Moog, Inc. 4.25%, 12/15/2027(c)			42		43,154
Odebrecht Holdco Finance Ltd. Zero Coupon, 09/10/2058(c)			127		3,333
RBS Global, Inc./Rexnord LLC 4.875%, 12/15/2025(c)			60		61,494

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Signature Aviation US Holdings, Inc. 4.00%, 03/01/2028(c)	U.S.$		55	$	55,669
5.375%, 05/01/2026(c)			60		61,430
Stevens Holding Co., Inc. 6.125%, 10/01/2026(c)			18		19,492
Summit Materials LLC/Summit Materials Finance Corp. 5.25%, 01/15/2029(c)			34		36,078
Terex Corp. 5.625%, 02/01/2025(c)			81		83,121
Tervita Corp. 11.00%, 12/01/2025(b)(c)			140		152,716
TransDigm UK Holdings PLC 6.875%, 05/15/2026			265		278,833
TransDigm, Inc. 6.25%, 03/15/2026(c)			47		49,514
Triumph Group, Inc. 6.25%, 09/15/2024(c)			37		37,081
7.75%, 08/15/2025			42		41,112
8.875%, 06/01/2024(c)			66		73,423
					2,382,159
Communications - Media – 0.4%
Advantage Sales & Marketing, Inc. Zero Coupon, 10/28/2027			150		150,750
6.50%, 11/15/2028(c)			113		115,801
AMC Networks, Inc. 4.25%, 02/15/2029			181		177,735
Arches Buyer, Inc. 6.125%, 12/01/2028(b)(c)			39		40,343
Banijay Entertainment SASU 3.50%, 03/01/2025(c)	EUR		150		180,014
CCO Holdings LLC/CCO Holdings Capital Corp. 5.75%, 02/15/2026(c)	U.S.$		61		63,039
Clear Channel Worldwide Holdings, Inc. 5.125%, 08/15/2027(c)			25		25,422
CSC Holdings LLC 3.375%, 02/15/2031(c)			200		191,958
5.875%, 09/15/2022			15		15,789
6.75%, 11/15/2021			40		41,351
DISH DBS Corp. 7.375%, 07/01/2028			98		102,720
DISH Network Corp. 3.375%, 08/15/2026(j)			56		52,564
iHeartCommunications, Inc. 4.75%, 01/15/2028(c)			35		35,739

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
6.375%, 05/01/2026	U.S.$		22	$	23,208
8.375%, 05/01/2027			137		144,814
Lamar Media Corp. 4.875%, 01/15/2029			4		4,213
LCPR Senior Secured Financing DAC 6.75%, 10/15/2027(c)			200		214,646
Meredith Corp. 6.875%, 02/01/2026			254		259,138
National CineMedia LLC 5.75%, 08/15/2026			33		28,646
5.875%, 04/15/2028(c)			67		61,712
Outfront Media Capital LLC/Outfront Media Capital Corp. 4.625%, 03/15/2030(c)			61		60,513
Scripps Escrow II, Inc. 5.375%, 01/15/2031(c)			41		41,650
Scripps Escrow, Inc. 5.875%, 07/15/2027(c)			76		79,102
Sinclair Television Group, Inc. 5.125%, 02/15/2027(c)			150		148,891
Summer BC Holdco B SARL 5.75%, 10/31/2026(c)	EUR		150		190,937
TEGNA, Inc. 4.75%, 03/15/2026(c)	U.S.$		35		37,287
5.00%, 09/15/2029			110		114,685
Univision Communications, Inc. 9.50%, 05/01/2025(c)			43		46,871
Urban One, Inc. 7.375%, 02/01/2028(c)			203		204,721
					2,854,259
Communications - Telecommunications – 0.2%
C&W Senior Financing DAC 6.875%, 09/15/2027(c)			200		214,158
Connect Finco SARL/Connect US Finco LLC 6.75%, 10/01/2026(c)			200		207,812
Consolidated Communications, Inc. 6.50%, 10/01/2028(c)			164		175,810
Embarq Corp. 7.995%, 06/01/2036			221		263,454
Frontier Communications Corp. 5.875%, 10/15/2027(c)			65		69,586
6.75%, 05/01/2029(c)			28		29,071
Hughes Satellite Systems Corp. 7.625%, 06/15/2021			47		47,563

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)				U.S. $ Value
Intelsat Jackson Holdings SA 5.50%, 08/01/2023(a)(k)	U.S.$		177			$	113,191
Sprint Communications, Inc. 11.50%, 11/15/2021			60				64,071
Telecom Italia Capital SA 7.20%, 07/18/2036			105				134,583
Zayo Group Holdings, Inc. 6.125%, 03/01/2028(c)			108				111,488
Zayo Group LLC/Zayo Capital, Inc. 5.75%, 01/15/2027(c)			0	**			117
							1,430,904
Consumer Cyclical - Automotive – 0.3%
Allison Transmission, Inc. 5.875%, 06/01/2029(c)			60				65,402
American Axle & Manufacturing, Inc. 6.25%, 04/01/2025(b)			13				13,392
6.875%, 07/01/2028(b)			213				226,281
Aston Martin Capital Holdings Ltd. 15.00% (8.89% Cash and 6.11% PIK), 11/30/2026(c)(h)			248				254,674
Clarios Global LP/Clarios US Finance Co. 6.25%, 05/15/2026(c)			77				81,909
Dana, Inc. 5.375%, 11/15/2027			11				11,537
5.625%, 06/15/2028			17				18,092
Dealer Tire LLC/DT Issuer LLC 8.00%, 02/01/2028(c)			62				66,005
Exide Technologies (Exchange Priority) 11.00%, 10/31/2024(a)(d)(e)(i)			59				– 0	–
(First Lien) 11.00%, 10/31/2024(a)(d)(e)(i)			24				– 0	–
Ford Motor Co. 8.50%, 04/21/2023			156		��		174,506
Garrett LX I SARL/Garrett Borrowing LLC 5.125%, 10/15/2026(a)(c)(k)	EUR		108				139,465
IHO Verwaltungs GmbH 3.625% (3.625% Cash or 4.375% PIK), 05/15/2025(c)(h)			100				122,767
Jaguar Land Rover Automotive PLC 5.875%, 11/15/2024-01/15/2028(c)	U.S.$		353				402,647
Meritor, Inc. 4.50%, 12/15/2028(c)			104				105,715
6.25%, 02/15/2024-06/01/2025(c)			65				67,895
PM General Purchaser LLC 9.50%, 10/01/2028(c)			88				96,468

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Real Hero Merger Sub 2, Inc. 6.25%, 02/01/2029(c)	U.S.$		45	$	46,350
Tenneco, Inc.
5.00%, 07/15/2026(b)			121		113,735
7.875%, 01/15/2029(c)			83		93,020
Titan International, Inc. 6.50%, 11/30/2023			102		100,467
					2,200,327
Consumer Cyclical - Entertainment – 0.3%
Carnival Corp. 5.75%, 03/01/2027(c)			81		82,099
7.625%, 03/01/2026(c)			10		10,513
9.875%, 08/01/2027(c)			60		68,977
11.50%, 04/01/2023(c)			112		127,642
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Op 5.50%, 05/01/2025(c)			179		187,735
Mattel, Inc. 5.875%, 12/15/2027(c)			15		16,330
NCL Corp. Ltd. 5.875%, 03/15/2026(c)			123		123,791
Royal Caribbean Cruises Ltd. 10.875%, 06/01/2023(c)			127		144,000
11.50%, 06/01/2025(c)			224		262,244
SeaWorld Parks & Entertainment, Inc. 8.75%, 05/01/2025(c)			93		100,905
9.50%, 08/01/2025(c)			135		146,318
Silversea Cruise Finance Ltd. 7.25%, 02/01/2025(c)			213		220,112
Six Flags Entertainment Corp. 4.875%, 07/31/2024(c)			30		30,059
Six Flags Theme Parks, Inc. 7.00%, 07/01/2025(c)			38		40,922
Vail Resorts, Inc. 6.25%, 05/15/2025(c)			25		26,689
Viking Cruises Ltd. 5.875%, 09/15/2027(c)			129		124,218
7.00%, 02/15/2029(c)			34		34,373
13.00%, 05/15/2025(c)			35		41,181
VOC Escrow Ltd. 5.00%, 02/15/2028(c)			3		2,960
					1,791,068
Consumer Cyclical - Other – 0.4%
Adams Homes, Inc. 7.50%, 02/15/2025(c)			79		82,774

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Bally’s Corp. 6.75%, 06/01/2027(c)	U.S.$		97	$	103,441
Beazer Homes USA, Inc. 5.875%, 10/15/2027			7		7,301
6.75%, 03/15/2025			46		47,193
Brookfield Residential Properties, Inc./Brookfield Residential US Corp. 4.875%, 02/15/2030(c)			113		114,364
6.25%, 09/15/2027(c)			3		3,167
Caesars Entertainment, Inc. 6.25%, 07/01/2025(c)			102		108,019
Caesars Holdings, Inc. 5.00%, 10/01/2024(j)			26		60,172
CP Atlas Buyer, Inc. 7.00%, 12/01/2028(c)			44		45,762
Empire Communities Corp. 7.00%, 12/15/2025(c)			29		30,495
Five Point Operating Co. LP/Five Point Capital Corp. 7.875%, 11/15/2025(c)			173		182,510
Forestar Group, Inc. 5.00%, 03/01/2028(c)			40		41,929
8.00%, 04/15/2024(c)			67		70,075
Forterra Finance LLC/FRTA Finance Corp. 6.50%, 07/15/2025(c)			27		29,125
Hilton Domestic Operating Co., Inc. 3.625%, 02/15/2032(c)			89		87,798
5.375%, 05/01/2025(c)			21		22,076
5.75%, 05/01/2028(c)			22		23,832
Installed Building Products, Inc. 5.75%, 02/01/2028(c)			31		33,056
K. Hovnanian Enterprises, Inc. 10.00%, 07/15/2022(c)			199		201,026
KB Home 7.00%, 12/15/2021			54		55,481
Marriott Ownership Resorts, Inc. 6.125%, 09/15/2025(c)			39		41,536
Marriott Ownership Resorts, Inc./ILG LLC 6.50%, 09/15/2026			154		159,843
Mattamy Group Corp. 4.625%, 03/01/2030(c)			88		91,434
5.25%, 12/15/2027(c)			53		55,761
Meritage Homes Corp. 7.00%, 04/01/2022			11		11,217
Scientific Games International, Inc. 5.00%, 10/15/2025(c)			27		27,784
7.00%, 05/15/2028(c)			43		45,557

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Shea Homes LP/Shea Homes Funding Corp. 4.75%, 02/15/2028-04/01/2029(c)	U.S.$		142	$	146,280
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp. 5.875%, 05/15/2025(c)			197		191,112
Taylor Morrison Communities, Inc. 5.75%, 01/15/2028(c)			20		22,304
5.875%, 06/15/2027(c)			3		3,371
Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc. 5.625%, 03/01/2024(c)			183		197,493
Travel + Leisure Co. 4.625%, 03/01/2030(c)			94		97,540
6.625%, 07/31/2026(c)			48		54,164
Wyndham Hotels & Resorts, Inc. 5.375%, 04/15/2026(c)			3		3,078
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 03/01/2025(c)			93		98,590
					2,596,660
Consumer Cyclical - Restaurants – 0.0%
1011778 BC ULC/New Red Finance, Inc. 5.75%, 04/15/2025(c)			53		56,506
IRB Holding Corp. 6.75%, 02/15/2026(c)			122		126,054
					182,560
Consumer Cyclical - Retailers – 0.3%
BCPE Ulysses Intermediate, Inc. 7.75% (7.75% Cash or 8.50% PIK), 04/01/2027(c)(h)			48		48,839
Burlington Coat Factory Warehouse Corp. 6.25%, 04/15/2025(c)			12		12,756
Dufry One BV 2.50%, 10/15/2024(c)	EUR		143		166,120
FirstCash, Inc. 4.625%, 09/01/2028(c)	U.S.$		22		22,850
Foundation Building Materials, Inc. 6.00%, 03/01/2029(c)			24		23,927
L Brands, Inc. 5.25%, 02/01/2028			13		13,906
6.625%, 10/01/2030(c)			129		145,271
6.875%, 07/01/2025-11/01/2035(c)			163		193,216
7.50%, 06/15/2029			13		14,688
9.375%, 07/01/2025(c)			55		68,165

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
LBM Acquisition LLC 6.25%, 01/15/2029(c)	U.S.$		20	$	20,310
Murphy Oil USA, Inc. 5.625%, 05/01/2027			6		5,983
Penske Automotive Group, Inc. 3.50%, 09/01/2025			65		66,343
5.50%, 05/15/2026			15		15,479
PetSmart, Inc. 7.125%, 03/15/2023(c)			141		141,411
PetSmart, Inc./PetSmart Finance Corp. 7.75%, 02/15/2029(c)			271		290,672
Rite Aid Corp. 7.50%, 07/01/2025(c)			140		146,726
Sonic Automotive, Inc. 6.125%, 03/15/2027			47		49,325
Specialty Building Products Holdings LLC/SBP Finance Corp. 6.375%, 09/30/2026(c)			176		182,185
Staples, Inc. 7.50%, 04/15/2026(c)			215		215,477
TPro Acquisition Corp. 11.00%, 10/15/2024(c)			36		39,399
White Cap Buyer LLC 6.875%, 10/15/2028(c)			151		160,881
White Cap Parent LLC 8.25%, 03/15/2026(c)(h)			29		29,980
William Carter Co. (The) 5.50%, 05/15/2025(c)			47		49,647
					2,123,556
Consumer Non-Cyclical – 0.4%
Acadia Healthcare Co., Inc. 5.50%, 07/01/2028(c)			88		93,190
AdaptHealth LLC 4.625%, 08/01/2029(c)			118		118,079
6.125%, 08/01/2028(c)			25		26,541
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC 3.25%, 03/15/2026(c)			184		182,267
Bausch Health Cos., Inc. 6.25%, 02/15/2029(c)			7		7,454
CD&R Smokey Buyer, Inc. 6.75%, 07/15/2025(c)			8		8,574
CHS/Community Health Systems, Inc. 4.75%, 02/15/2031(c)			27		26,582
6.875%, 04/01/2028-04/15/2029(c)			258		258,119
8.125%, 06/30/2024(c)			97		101,433

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
DaVita, Inc. 3.75%, 02/15/2031(c)	U.S.$		90	$	85,972
Emergent BioSolutions, Inc. 3.875%, 08/15/2028(c)			13		13,203
Endo Dac/Endo Finance LLC/Endo Finco, Inc. 9.50%, 07/31/2027(c)			36		40,574
Global Medical Response, Inc. 6.50%, 10/01/2025(c)			140		145,944
HCA, Inc. 5.875%, 05/01/2023			23		25,093
Kronos Acquisition Holdings, Inc./KIK Custom Products, Inc. 7.00%, 12/31/2027(c)			132		130,636
Lamb Weston Holdings, Inc. 4.625%, 11/01/2024(c)			140		145,314
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.50%, 04/15/2025(a)(c)(k)			26		13,812
MEDNAX, Inc. 6.25%, 01/15/2027(c)			17		17,956
ModivCare, Inc. 5.875%, 11/15/2025(c)			17		18,019
Newell Brands, Inc. 4.35%, 04/01/2023			4		4,205
Par Pharmaceutical, Inc. 7.50%, 04/01/2027(c)			164		176,216
RP Escrow Issuer LLC 5.25%, 12/15/2025(c)			45		46,561
Spectrum Brands, Inc. 3.875%, 03/15/2031(c)			175		173,071
5.75%, 07/15/2025			30		30,900
Sunshine Mid BV 6.50%, 05/15/2026(c)	EUR		103		128,239
Tenet Healthcare Corp. 5.125%, 05/01/2025	U.S.$		35		35,368
6.125%, 10/01/2028(c)			65		68,340
7.50%, 04/01/2025(c)			70		76,088
US Acute Care Solutions LLC 6.375%, 03/01/2026(c)			18		18,385
US Foods, Inc. 4.75%, 02/15/2029(c)			188		191,296
US Renal Care, Inc. 10.625%, 07/15/2027(c)			85		93,632
					2,501,063

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Energy – 1.0%
Antero Resources Corp. 7.625%, 02/01/2029(c)	U.S.$		29	$	30,906
8.375%, 07/15/2026(c)			67		73,242
Apache Corp. 4.625%, 11/15/2025			8		8,286
4.875%, 11/15/2027			16		16,803
Berry Petroleum Co. LLC 7.00%, 02/15/2026(c)			115		110,625
Blue Racer Midstream LLC/Blue Racer Finance Corp. 6.625%, 07/15/2026(c)			29		29,665
7.625%, 12/15/2025(c)			42		45,173
Callon Petroleum, Co. 6.25%, 04/15/2023			28		26,034
8.25%, 07/15/2025			169		146,308
9.00%, 04/01/2025(c)			34		33,694
Citgo Holding, Inc. 9.25%, 08/01/2024(c)			50		49,212
CITGO Petroleum Corp. 6.25%, 08/15/2022(c)			34		34,014
6.375%, 06/15/2026(c)			43		43,648
7.00%, 06/15/2025(c)			152		156,349
CNX Resources Corp. 6.00%, 01/15/2029(c)			64		67,021
7.25%, 03/14/2027(c)			15		16,064
Comstock Resources, Inc. 6.75%, 03/01/2029(c)			36		37,234
7.50%, 05/15/2025(c)			41		42,881
9.75%, 08/15/2026			138		150,722
Diamond Offshore Drilling, Inc. 4.875%, 11/01/2043(a)(k)			367		80,089
7.875%, 08/15/2025(a)(k)			43		9,582
EnLink Midstream LLC 5.625%, 01/15/2028(c)			120		120,952
EnLink Midstream Partners LP 4.15%, 06/01/2025			179		177,777
4.40%, 04/01/2024			7		7,043
5.05%, 04/01/2045			23		18,374
5.45%, 06/01/2047			17		14,046
5.60%, 04/01/2044			10		8,316
EQM Midstream Partners LP 4.50%, 01/15/2029(c)			68		65,976
4.75%, 01/15/2031(c)			63		60,658
Genesis Energy LP/Genesis Energy Finance Corp. 5.625%, 06/15/2024			51		50,322

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
6.25%, 05/15/2026	U.S.$		47	$	44,910
6.50%, 10/01/2025			32		31,019
7.75%, 02/01/2028			84		82,974
8.00%, 01/15/2027			57		57,608
Global Partners LP/GLP Finance Corp. 6.875%, 01/15/2029			38		41,107
7.00%, 08/01/2027			51		54,077
Gulfport Energy Corp. 6.00%, 10/15/2024(a)(k)			62		56,873
6.375%, 05/15/2025-01/15/2026(a)(k)			279		256,184
6.625%, 05/01/2023(a)(k)			12		11,015
Hess Midstream Operations LP 5.625%, 02/15/2026(c)			197		203,940
HighPoint Operating Corp. 7.00%, 10/15/2022			33		17,397
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/01/2025-02/01/2029(c)			40		40,361
6.00%, 02/01/2031(c)			39		39,648
Indigo Natural Resources LLC 5.375%, 02/01/2029(c)			78		77,881
Moss Creek Resources Holdings, Inc. 7.50%, 01/15/2026(c)			116		96,237
Murphy Oil Corp. 6.375%, 12/01/2042			51		47,047
Nabors Industries Ltd. 7.25%, 01/15/2026(c)			59		52,403
7.50%, 01/15/2028(c)			117		100,987
New Fortress Energy, Inc. 6.75%, 09/15/2025(c)			166		172,157
NGL Energy Operating LLC/NGL Energy Finance Corp. 7.50%, 02/01/2026(c)			194		200,049
NGL Energy Partners LP/NGL Energy Finance Corp. 7.50%, 11/01/2023			86		82,554
Occidental Petroleum Corp. 2.70%, 02/15/2023			69		67,442
2.90%, 08/15/2024			42		40,836
3.40%, 04/15/2026			10		9,699
3.50%, 06/15/2025			35		34,413
5.50%, 12/01/2025			12		12,740
5.875%, 09/01/2025(b)			22		23,863
6.125%, 01/01/2031(b)			31		34,362
8.00%, 07/15/2025			37		42,955
8.50%, 07/15/2027			26		31,129
8.875%, 07/15/2030			26		33,252

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Parkland Corp./Canada 6.00%, 04/01/2026(c)	U.S.$		142	$	148,505
PBF Holding Co. LLC/PBF Finance Corp. 9.25%, 05/15/2025(c)			153		149,154
PDC Energy, Inc. 5.75%, 05/15/2026(b)			217		222,418
QEP Resources, Inc. 5.375%, 10/01/2022			81		84,987
Range Resources Corp. 8.25%, 01/15/2029(c)			69		74,159
SM Energy Co. 5.00%, 01/15/2024(b)			66		63,444
5.625%, 06/01/2025			133		126,937
Southwestern Energy Co. 8.375%, 09/15/2028			40		44,216
Sunoco LP/Sunoco Finance Corp. 5.50%, 02/15/2026			104		106,993
5.875%, 03/15/2028			129		136,882
6.00%, 04/15/2027			4		4,166
Talos Production, Inc. 12.00%, 01/15/2026(c)			126		118,582
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 4.00%, 01/15/2032(c)			135		132,407
Transocean Phoenix 2 Ltd. 7.75%, 10/15/2024(c)			91		89,834
Transocean Pontus Ltd. 6.125%, 08/01/2025(c)			47		45,156
Transocean Sentry Ltd. 5.375%, 05/15/2023(c)			144		137,718
Transocean, Inc. 6.80%, 03/15/2038			1		382
7.25%, 11/01/2025(c)			39		26,128
7.50%, 01/15/2026(c)			103		67,666
11.50%, 01/30/2027(c)			35		28,878
Vantage Drilling International 7.50%, 11/01/2019(a)(d)(e)(g)			111		– 0	–
Vine Oil & Gas LP/Vine Oil & Gas Finance Corp. 8.75%, 04/15/2023(c)			286		285,863
Western Midstream Operating LP 3.95%, 06/01/2025			24		24,349
4.00%, 07/01/2022			14		14,298
4.35%, 02/01/2025			48		49,241
4.50%, 03/01/2028			56		57,910
4.75%, 08/15/2028			29		30,433
5.30%, 02/01/2030			48		52,025
5.45%, 04/01/2044			19		20,279
					6,171,145

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Other Industrial – 0.1%
American Builders & Contractors Supply Co., Inc. 5.875%, 05/15/2026(c)	U.S.$		55	$	56,862
Avient Corp. 5.75%, 05/15/2025(c)			32		33,890
IAA, Inc. 5.50%, 06/15/2027(c)			34		35,534
Interface, Inc. 5.50%, 12/01/2028(c)			22		23,083
KAR Auction Services, Inc. 5.125%, 06/01/2025(c)			130		131,964
Laureate Education, Inc. 8.25%, 05/01/2025(c)			134		140,452
					421,785
Services – 0.4%
Allied Universal Holdco LLC/Allied Universal Finance Corp. 6.625%, 07/15/2026(c)			31		32,802
9.75%, 07/15/2027(c)			206		227,282
ANGI Group LLC 3.875%, 08/15/2028(c)			209		213,619
Aptim Corp. 7.75%, 06/15/2025(c)			168		145,186
APX Group, Inc. 6.75%, 02/15/2027(c)			35		37,081
7.875%, 12/01/2022			185		185,622
Aramark Services, Inc. 6.375%, 05/01/2025(c)			90		94,922
Carlson Travel, Inc. 11.50% (9.50% Cash and 2.00% PIK), 12/15/2026(c)(h)			201		141,367
Carriage Services, Inc. 6.625%, 06/01/2026(c)			87		91,804
Cars.com, Inc. 6.375%, 11/01/2028(c)			70		73,598
Garda World Security Corp. 9.50%, 11/01/2027(c)			37		40,337
Gartner, Inc. 4.50%, 07/01/2028(c)			49		51,479
Korn Ferry 4.625%, 12/15/2027(c)			63		65,551
Monitronics International, Inc. Zero Coupon, 04/01/2020(a)(d)(e)(g)			120		– 0	–
MPH Acquisition Holdings LLC 5.75%, 11/01/2028(b)(c)			227		225,338

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Prime Security Services Borrower LLC/Prime Finance, Inc. 6.25%, 01/15/2028(c)	U.S.$		161	$	167,068
Sabre GLBL, Inc. 9.25%, 04/15/2025(c)			41		48,815
Service Corp. International/US 3.375%, 08/15/2030			103		101,123
TripAdvisor, Inc. 7.00%, 07/15/2025(c)			41		44,219
Verisure Midholding AB 5.25%, 02/15/2029(c)	EUR		185		229,529
Verscend Escrow Corp. 9.75%, 08/15/2026(c)	U.S.$		115		123,495
					2,340,237
Technology – 0.2%
Austin BidCo, Inc. 7.125%, 12/15/2028(c)			19		19,573
Avaya, Inc. 6.125%, 09/15/2028(c)			169		181,868
Banff Merger Sub, Inc. 9.75%, 09/01/2026(c)			158		168,066
Boxer Parent Co., Inc. 7.125%, 10/02/2025(c)			7		7,567
Cablevision Lightpath LLC 5.625%, 09/15/2028(c)			200		203,434
CDW LLC/CDW Finance Corp. 4.125%, 05/01/2025			59		60,925
CommScope, Inc. 5.50%, 03/01/2024(c)			75		77,099
Conduent Finance, Inc./Conduent Business Services LLC 10.50%, 12/15/2024(c)			1		895
LogMeIn, Inc. 5.50%, 09/01/2027(c)			51		53,303
Microchip Technology, Inc. 4.25%, 09/01/2025(c)			58		60,633
NCR Corp. 5.75%, 09/01/2027(c)			40		41,822
6.125%, 09/01/2029(c)			28		30,026
8.125%, 04/15/2025(c)			28		30,592
Presidio Holdings, Inc. 4.875%, 02/01/2027(c)			12		12,503
8.25%, 02/01/2028(c)			18		19,934
Science Applications International Corp. 4.875%, 04/01/2028(c)			11		11,508
Solera LLC/Solera Finance, Inc. 10.50%, 03/01/2024(c)			119		123,555

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
TTM Technologies, Inc. 4.00%, 03/01/2029(c)	U.S.$		90	$	91,048
Veritas US, Inc./Veritas Bermuda Ltd. 7.50%, 09/01/2025(c)			316		327,088
					1,521,439
Transportation - Airlines – 0.0%
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd. 5.75%, 01/20/2026(c)			47		49,218
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd. 8.00%, 09/20/2025(c)			156		175,845
					225,063
Transportation - Services – 0.1%
Algeco Global Finance PLC 8.00%, 02/15/2023(c)			200		204,006
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.375%, 03/01/2029(c)			45		45,896
5.75%, 07/15/2027(c)			80		82,531
10.50%, 05/15/2025(c)			64		76,621
					409,054
					31,422,680
Financial Institutions – 0.8%
Banking – 0.3%
Alliance Data Systems Corp. 4.75%, 12/15/2024(c)			115		117,830
7.00%, 01/15/2026(c)			53		56,077
Banco Santander SA 6.75%, 04/25/2022(c)(l)	EUR		300		378,833
CaixaBank SA 5.875%, 10/09/2027(c)(l)			200		265,441
Credit Suisse Group AG 6.25%, 12/18/2024(c)(l)	U.S.$		200		219,878
Credit Suisse Group AG 7.50%, 07/17/2023(c)(l)			206		224,379
Discover Financial Services Series D 6.125%, 06/23/2025(l)			306		339,908
UniCredit SpA 9.25%, 06/03/2022(c)(l)	EUR		200		259,529
					1,861,875
Brokerage – 0.1%
Lehman Brothers Holdings, Inc. 5.625%, 01/24/2013(a)(g)	U.S.$		1,030		10,502

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
LPL Holdings, Inc. 5.75%, 09/15/2025(c)	U.S.$		35	$	36,034
NFP Corp.
6.875%, 08/15/2028(c)			257		265,253
7.00%, 05/15/2025(c)			43		46,135
					357,924
Finance – 0.1%
Air Lease Corp. Series B 4.65%, 06/15/2026(l)			112		109,200
CNG Holdings, Inc. 12.50%, 06/15/2024(c)			93		87,327
Curo Group Holdings Corp. 8.25%, 09/01/2025(c)			207		209,091
Enova International, Inc. 8.50%, 09/01/2024-09/15/2025(c)			206		210,860
goeasy Ltd. 5.375%, 12/01/2024(c)			74		76,676
Lincoln Financing SARL 3.625%, 04/01/2024(c)	EUR		103		125,406
Navient Corp. 4.875%, 03/15/2028	U.S.$		45		43,346
5.50%, 01/25/2023			25		25,823
6.50%, 06/15/2022			31		32,168
7.25%, 01/25/2022			31		32,390
SLM Corp. 5.125%, 04/05/2022			30		31,249
TMX Finance LLC/TitleMax Finance Corp. 11.125%, 04/01/2023(c)			112		113,278
					1,096,814
Insurance – 0.1%
Acrisure LLC/Acrisure Finance, Inc. 7.00%, 11/15/2025(c)			35		36,074
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer 6.75%, 10/15/2027(c)			192		198,595
AssuredPartners, Inc. 5.625%, 01/15/2029(c)			189		190,486
Genworth Holdings, Inc. 7.625%, 09/24/2021(b)			19		18,969
					444,124
Other Finance – 0.1%
Intrum AB 2.75%, 07/15/2022(c)	EUR		13		15,664
3.00%, 09/15/2027(c)			100		116,322
4.875%, 08/15/2025(c)			100		125,413

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Tempo Acquisition LLC/Tempo Acquisition Finance Corp. 6.75%, 06/01/2025(c)	U.S.$		184	$	188,734
					446,133
REITS – 0.1%
Brookfield Property REIT, Inc./BPR Cumulus LLC/BPR Nimbus LLC/GGSI Sellco LL 5.75%, 05/15/2026(c)			265		272,730
Diversified Healthcare Trust 6.75%, 12/15/2021			21		21,557
9.75%, 06/15/2025			90		101,298
GEO Group, Inc. (The) 6.00%, 04/15/2026(b)			11		8,060
Iron Mountain, Inc. 4.875%, 09/15/2027(c)			3		3,125
5.25%, 03/15/2028(c)			124		129,592
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc. 5.625%, 05/01/2024			90		97,191
5.75%, 02/01/2027			108		122,024
Realogy Group LLC/Realogy Co-Issuer Corp. 5.75%, 01/15/2029(c)			56		56,271
9.375%, 04/01/2027(c)			204		224,363
					1,036,211
					5,243,081
Utility – 0.1%
Electric – 0.1%
Calpine Corp. 5.125%, 03/15/2028(c)			28		28,240
NRG Energy, Inc. 6.625%, 01/15/2027			3		3,120
Talen Energy Supply LLC 4.60%, 12/15/2021			1		768
6.50%, 06/01/2025			144		126,700
7.25%, 05/15/2027(c)			37		39,085
10.50%, 01/15/2026(c)			152		145,438
Texas Competitive/TCEH 11.50%, 10/01/2020(a)(d)(e)(g)			142		– 0	–
					343,351
Total Corporates – Non-Investment Grade (cost $35,917,487)					37,009,112

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
INVESTMENT COMPANIES – 5.6%
Funds and Investment Trusts – 5.6%(m)
Consumer Staples Select Sector SPDR Fund			10,249	$	648,762
Financial Select Sector SPDR Fund			447,452		14,457,174
iShares JP Morgan USD Emerging Markets Bond ETF(b)			11,937		1,313,428
iShares MSCI ACWI ETF(b)			6,079		562,368
iShares MSCI Global Min Vol Factor ETF			13,072		1,230,337
iShares MSCI USA Value Factor ETF(b)			153,710		14,753,086
iShares Russell 2000 ETF(b)			591		129,021
iShares US Technology ETF			18,379		1,597,503
SPDR S&P Biotech ETF(b)			2,865		424,020
Utilities Select Sector SPDR Fund(b)			7,370		430,113
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			18,392		583,394
Total Investment Companies (cost $33,774,074)					36,129,206
		Principal Amount (000)
EMERGING MARKETS – SOVEREIGNS – 1.8%
Angola – 0.1%
Angolan Government International Bond 8.00%, 11/26/2029(c)	U.S.$		226		219,856
9.50%, 11/12/2025(c)			386		409,280
					629,136
Argentina – 0.1%
Argentine Republic Government International Bond 0.125%, 07/09/2030-07/09/2041			1,964		660,384
1.00%, 07/09/2029			96		37,837
					698,221
Bahrain – 0.1%
Bahrain Government International Bond 6.75%, 09/20/2029(c)			200		220,500
7.00%, 10/12/2028(c)			200		226,751
7.375%, 05/14/2030(c)			200		227,437
CBB International Sukuk Programme Co. SPC 6.25%, 11/14/2024(c)			218		240,345
					915,033

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Brazil – 0.0%
Brazilian Government International Bond 3.875%, 06/12/2030	U.S.$		260	$	258,456
Costa Rica – 0.1%
Costa Rica Government International Bond 6.125%, 02/19/2031(c)			335		337,303
Dominican Republic – 0.1%
Dominican Republic International Bond 4.50%, 01/30/2030(c)			300		301,875
4.875%, 09/23/2032(c)			150		152,062
8.625%, 04/20/2027(c)			425		514,383
					968,320
Ecuador – 0.1%
Ecuador Government International Bond Zero Coupon, 07/31/2030(c)			48		19,860
0.50%, 07/31/2030-07/31/2040(c)			802		379,930
					399,790
Egypt – 0.2%
Egypt Government International Bond 6.125%, 01/31/2022(c)			407		417,557
7.053%, 01/15/2032(c)			200		206,437
7.625%, 05/29/2032(c)			208		221,520
8.70%, 03/01/2049(c)			239		251,249
8.875%, 05/29/2050(c)			208		221,130
					1,317,893
El Salvador – 0.0%
El Salvador Government International Bond 7.125%, 01/20/2050(c)			334		308,950
7.65%, 06/15/2035(c)			10		9,850
					318,800
Ghana – 0.1%
Ghana Government International Bond 6.375%, 02/11/2027(c)			200		205,500
10.75%, 10/14/2030(c)			248		323,718
					529,218
Honduras – 0.1%
Honduras Government International Bond 7.50%, 03/15/2024(c)			400		435,750
Ivory Coast – 0.1%
Ivory Coast Government International Bond 4.875%, 01/30/2032(c)	EUR		170		205,113
5.875%, 10/17/2031(c)			135		175,101

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
6.125%, 06/15/2033(c)	U.S.$		258	$	276,947
					657,161
Kenya – 0.1%
Kenya Government International Bond 6.875%, 06/24/2024(c)			200		221,563
7.00%, 05/22/2027(c)			275		303,789
					525,352
Lebanon – 0.0%
Lebanon Government International Bond 6.65%, 04/22/2024(a)(c)(k)			45		5,794
6.85%, 03/23/2027(a)(c)(k)			46		5,877
Series G 6.60%, 11/27/2026(a)(c)(k)			189		24,334
					36,005
Mongolia – 0.1%
Mongolia Government International Bond
5.125%, 12/05/2022(c)			270		280,294
10.875%, 04/06/2021(c)			200		201,562
					481,856
Nigeria – 0.1%
Nigeria Government International Bond 6.50%, 11/28/2027(c)			200		213,750
7.625%, 11/21/2025-11/28/2047(c)			467		509,423
					723,173
Oman – 0.1%
Oman Government International Bond 4.125%, 01/17/2023(c)			400		406,625
6.25%, 01/25/2031(b)(c)			213		224,183
					630,808
Senegal – 0.1%
Senegal Government International Bond 6.25%, 05/23/2033(c)			365		387,128
South Africa – 0.1%
Republic of South Africa Government International Bond 5.75%, 09/30/2049			247		226,623
5.875%, 09/16/2025			300		333,375
					559,998
Ukraine – 0.1%
Ukraine Government International Bond 7.253%, 03/15/2033(c)			200		203,000
7.75%, 09/01/2024(c)			285		307,711
					510,711

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Venezuela – 0.0%
Venezuela Government International Bond 9.25%, 09/15/2027(a)(k)	U.S.$		815	$	77,425
Total Emerging Markets – Sovereigns (cost $11,849,088)					11,397,537
GOVERNMENTS – TREASURIES – 1.6%
Colombia – 0.1%
Colombian TES Series B 10.00%, 07/24/2024	COP		1,391,900		456,892
Mexico – 0.1%
Mexican Bonos Series M 20 7.50%, 06/03/2027	MXN		9,211		486,642
Russia – 0.1%
Russian Federal Bond – OFZ Series 6212
7.05%, 01/19/2028	RUB		23,770		329,048
Series 6217 7.50%, 08/18/2021			40,638		552,671
					881,719
United States – 1.3%
U.S. Treasury Bonds 1.25%, 05/15/2050	U.S.$		14		11,128
U.S. Treasury Notes 0.625%, 08/15/2030			2,130		1,978,609
1.625%, 08/15/2029			1,996		2,044,341
2.25%, 08/15/2027			2,360		2,533,312
2.375%, 05/15/2029			1,524		1,650,942
					8,218,332
Total Governments – Treasuries (cost $10,055,129)					10,043,585
CORPORATES – INVESTMENT GRADE – 1.4%
Financial Institutions – 0.8%
Banking – 0.5%
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand 5.375%, 04/17/2025(c)			184		208,481
Bank of America Corp. Series Z 6.50%, 10/23/2024(l)			7		7,783

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Barclays Bank PLC 6.86%, 06/15/2032(c)(l)	U.S.$		35	$	49,683
CIT Group, Inc. 3.929%, 06/19/2024			31		32,813
Citigroup Capital XVIII 0.912% (Sterling LIBOR 3 Month + 0.89%), 06/28/2067(n)	GBP		185		226,501
Citigroup, Inc. 3.875%, 02/18/2026(l)	U.S.$		50		49,771
5.95%, 01/30/2023(l)			365		378,647
Series V 4.70%, 01/30/2025(l)			47		47,577
Credit Agricole SA 8.125%, 12/23/2025(c)(l)			400		483,824
DNB Bank ASA 6.50%, 03/26/2022(c)(l)			201		209,157
Goldman Sachs Group, Inc. (The) Series O 5.30%, 11/10/2026(l)			23		25,423
Series P 5.00%, 11/10/2022(b)(l)			185		185,070
HSBC Holdings PLC 6.00%, 09/29/2023(c)(l)	EUR		300		392,732
Natwest Group PLC 8.625%, 08/15/2021(l)	U.S.$		320		329,929
Truist Financial Corp. Series P 4.95%, 09/01/2025(l)			211		227,034
Series Q 5.10%, 03/01/2030(l)			56		61,378
UBS Group AG 7.00%, 02/19/2025(c)(l)			400		457,992
					3,373,795
Brokerage – 0.0%
Charles Schwab Corp. (The) Series G 5.375%, 06/01/2025(l)			119		131,099
Finance – 0.1%
Aircastle Ltd. 2.85%, 01/26/2028(c)			15		14,410
4.125%, 05/01/2024			14		14,744
4.25%, 06/15/2026			2		2,117
5.00%, 04/01/2023			3		3,208
5.25%, 08/11/2025(c)			200		218,474
Aviation Capital Group LLC 1.95%, 01/30/2026(c)			4		3,922

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
3.50%, 11/01/2027(c)	U.S.$		25	$	25,936
4.125%, 08/01/2025(c)			39		41,705
4.875%, 10/01/2025(c)			30		32,998
5.50%, 12/15/2024(c)			67		75,458
					432,972
Insurance – 0.2%
Centene Corp. 5.375%, 08/15/2026(c)			81		85,281
Liberty Mutual Group, Inc. 7.80%, 03/15/2037(b)(c)			298		381,538
MetLife Capital Trust IV 7.875%, 12/15/2037(c)			254		356,553
MetLife, Inc. 6.40%, 12/15/2036			47		59,787
Prudential Financial, Inc. 5.20%, 03/15/2044			44		46,825
5.625%, 06/15/2043			126		134,975
					1,064,959
REITS – 0.0%
GLP Capital LP/GLP Financing II, Inc. 5.375%, 04/15/2026			20		22,907
MPT Operating Partnership LP/MPT Finance Corp. 5.00%, 10/15/2027			33		35,049
5.25%, 08/01/2026			96		100,121
					158,077
					5,160,902
Industrial – 0.6%
Basic – 0.2%
ArcelorMittal SA 7.00%, 03/01/2041			54		76,496
7.25%, 10/15/2039			53		75,991
Arconic Corp. 6.00%, 05/15/2025(c)			54		57,695
Equate Petrochemical BV 3.00%, 03/03/2022(c)			255		258,905
Glencore Finance Canada Ltd. 6.00%, 11/15/2041(c)			11		14,304
GUSAP III LP 4.25%, 01/21/2030(c)			200		215,840
Industrias Penoles SAB de CV 5.65%, 09/12/2049(c)			201		235,070
Vale Overseas Ltd. 3.75%, 07/08/2030			16		16,945
					951,246

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Capital Goods – 0.0%
General Electric Co. Series D 3.521% (LIBOR 3 Month + 3.33%), 06/15/2021(l)(n)	U.S.$		122		$	115,567
Communications - Telecommunications – 0.0%
Hughes Satellite Systems Corp. 5.25%, 08/01/2026			55			61,048
Qwest Corp. 6.75%, 12/01/2021			133			137,576
						198,624
Consumer Cyclical - Automotive – 0.0%
General Motors Co. 6.25%, 10/02/2043			185			246,359
Lear Corp. 4.25%, 05/15/2029			24			26,762
						273,121
Consumer Cyclical - Other – 0.1%
Lennar Corp. 6.25%, 12/15/2021(c)			0	**		276
MDC Holdings, Inc. 6.00%, 01/15/2043			195			259,349
PulteGroup, Inc. 6.00%, 02/15/2035			130			169,402
Toll Brothers Finance Corp. 4.875%, 03/15/2027			27			30,846
						459,873
Energy – 0.1%
Cenovus Energy, Inc. 5.375%, 07/15/2025			63			71,214
6.75%, 11/15/2039			4			4,568
Continental Resources, Inc./OK 5.75%, 01/15/2031(c)			82			92,675
Ecopetrol SA 5.875%, 05/28/2045			9			9,671
6.875%, 04/29/2030			93			113,311
Enable Midstream Partners LP 4.40%, 03/15/2027			136			148,131
4.95%, 05/15/2028			26			29,041
Energy Transfer Operating LP 6.125%, 12/15/2045			135			155,392

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Plains All American Pipeline LP/PAA Finance Corp. 4.50%, 12/15/2026	U.S.$		37	$	40,878
					664,881
Services – 0.0%
Expedia Group, Inc. 6.25%, 05/01/2025(c)			25		29,292
Technology – 0.1%
Baidu, Inc. 3.075%, 04/07/2025			250		264,328
Nokia Oyj 3.375%, 06/12/2022			15		15,433
6.625%, 05/15/2039			34		42,969
Western Digital Corp. 4.75%, 02/15/2026			10		11,063
					333,793
Transportation - Airlines – 0.1%
Delta Air Lines, Inc. 7.00%, 05/01/2025(c)			97		112,700
Delta Air Lines, Inc./SkyMiles IP Ltd. 4.50%, 10/20/2025(c)			58		61,374
4.75%, 10/20/2028(c)			67		74,136
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd. 6.50%, 06/20/2027(c)			354		386,625
					634,835
Transportation - Services – 0.0%
United Rentals North America, Inc. 3.875%, 11/15/2027			60		62,543
					3,723,775
Utility – 0.0%
Electric – 0.0%
Israel Electric Corp., Ltd. Series 6 5.00%, 11/12/2024(c)			200		226,339
Total Corporates – Investment Grade (cost $8,332,511)					9,111,016
BANK LOANS – 0.8%
Financial Institutions – 0.0%
Insurance – 0.0%
Hub International Limited 4.000% (LIBOR 3 Month + 3.25%), 04/25/2025(e)(o)			123		123,655

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.) 3.871% (LIBOR 1 Month + 3.75%), 09/03/2026(o)	U.S.$		147		$	147,319
						270,974
Industrial – 0.8%
Basic – 0.0%
Illuminate Buyer, LLC 06/30/2027(p)			60			59,850
Capital Goods – 0.1%
BWay Holding Company 3.407% (LIBOR 2 Month + 3.25%), 04/03/2024(o)			0	**		360
3.443% (LIBOR 3 Month + 3.25%), 04/03/2024(o)			141			138,815
Granite US Holdings Corporation 4.169% (LIBOR 2 Month + 4.00%), 09/30/2026(e)(o)			164			164,130
						303,305
Communications - Media – 0.0%
Clear Channel Outdoor Holdings, Inc. 3.659% (LIBOR 2 Month + 3.50%), 08/21/2026(o)			0	**		86
3.712% (LIBOR 3 Month + 3.50%), 08/21/2026(o)			35			33,743
iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.) 3.115% (LIBOR 1 Month + 3.00%), 05/01/2026(o)			40			39,194
LCPR Loan Financing LLC 5.112% (LIBOR 1 Month + 5.00%), 10/15/2026(o)			62			62,310
Nielsen Finance LLC 4.750% (LIBOR 1 Month + 3.75%), 06/04/2025(o)			50			50,032
Univision Communications Inc. 3.750% (LIBOR 1 Month + 2.75%), 03/15/2024(o)			97			96,562
						281,927
Communications - Telecommunications – 0.1%
Intrado Corporation 5.000% (LIBOR 1 Month + 4.00%), 10/10/2024(o)			0	**		369

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
5.000% (LIBOR 3 Month + 4.00%), 10/10/2024(o)	U.S.$		145	$	142,869
Zacapa S.A R.L. 4.769% (LIBOR 3 Month + 4.50%), 07/02/2025(o)			199		199,947
					343,185
Consumer Cyclical - Automotive – 0.0%
Clarios Global LP 3.615% (LIBOR 1 Month + 3.50%), 04/30/2026(o)			58		58,215
Navistar, Inc. 3.620% (LIBOR 1 Month + 3.50%), 11/06/2024(o)			45		45,199
					103,414
Consumer Cyclical - Entertainment – 0.0%
Seaworld Parks & Entertainment, Inc. (fka SW Acquisitions Co., Inc.) 3.750% (LIBOR 1 Month + 3.00%), 04/01/2024(o)			59		57,979
Consumer Cyclical - Other – 0.1%
Caesars Resort Collection, LLC 2.865% (LIBOR 1 Month + 2.75%), 12/23/2024(o)			182		180,323
Flutter Entertainment PLC 3.754% (LIBOR 3 Month + 3.50%), 07/10/2025(o)			15		15,330
Playtika Holding Corp. 7.000% (LIBOR 3 Month + 6.00%), 12/10/2024(o)			317		318,728
					514,381
Consumer Cyclical - Restaurants – 0.0%
Whatabrands LLC 2.862% (LIBOR 1 Month + 2.75%), 07/31/2026(o)			40		40,256
Consumer Cyclical - Retailers – 0.0%
Bass Pro Group, LLC 5.750% (LIBOR 1 Month + 5.00%), 09/25/2024(o)			52		51,931
PetSmart LLC 4.500% (LIBOR 3 Month + 3.75%), 02/11/2028(o)			200		201,312

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Serta Simmons Bedding, LLC 9.000% (LIBOR 3 Month + 8.00%), 11/08/2024(o)	U.S.$		69	$	29,361
					282,604
Consumer Non-Cyclical – 0.1%
Aldevron, LLC 4.250% (LIBOR 1 Month + 3.25%), 10/12/2026(e)(o)			86		86,669
Alphabet Holding Company, Inc. (aka Nature’s Bounty) 7.865% (LIBOR 1 Month + 7.75%), 09/26/2025(o)			183		183,569
Froneri International Limited 5.865% (LIBOR 1 Month + 5.75%), 01/31/2028(o)			20		20,212
Kronos Acquisition Holdings, Inc. 12/22/2026(p)			80		79,883
LifePoint Health, Inc. (fka Regionalcare Hospital Partners Holdings, Inc.) 3.865% (LIBOR 1 Month + 3.75%), 11/16/2025(o)			96		95,713
U.S. Renal Care, Inc. 5.125% (LIBOR 1 Month + 5.00%), 06/26/2026(o)			168		167,130
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.) 6.250% (LIBOR 3 Month + 5.50%), 12/15/2027(o)			170		171,134
					804,310
Energy – 0.1%
CITGO Petroleum Corporation 7.250% (LIBOR 3 Month + 6.25%), 03/28/2024(o)			55		55,063
Enviva Holdings, LP 02/12/2026(e)(p)			230		228,850
					283,913
Other Industrial – 0.0%
American Tire Distributors, Inc. 8.500% (LIBOR 1 Month + 7.50%), 09/02/2024(o)			64		62,363
8.500% (LIBOR 3 Month + 7.50%), 09/02/2024(o)			8		7,339
Dealer Tire, LLC 4.365% (LIBOR 1 Month + 4.25%), 12/12/2025(o)			40		39,550

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Rockwood Service Corporation 4.365% (LIBOR 1 Month + 4.25%), 01/23/2027(o)	U.S.$		10	$	9,539
RS IVY Holdco., Inc. 6.500% (LIBOR 3 Month + 5.50%), 12/23/2027(e)(o)			130		130,975
					249,766
Services – 0.1%
Allied Universal Holdco LLC (fka USAGM Holdco, LLC) 4.365% (LIBOR 1 Month + 4.25%), 07/10/2026(o)			32		32,441
Amentum Government Services Holdings LLC 3.615% (LIBOR 1 Month + 3.50%), 01/29/2027(e)(o)			40		39,551
Garda World Security Corporation 4.990% (LIBOR 3 Month + 4.75%), 10/30/2026(o)			11		11,033
Parexel International Corporation 2.865% (LIBOR 1 Month + 2.75%), 09/27/2024(o)			26		26,295
Sabre GLBL, Inc. 4.115% (LIBOR 1 Month + 4.00%), 12/17/2027(e)(o)			60		60,638
Team Health Holdings, Inc. 3.750% (LIBOR 1 Month + 2.75%), 02/06/2024(o)			196		183,170
Verscend Holding Corp. 4.615% (LIBOR 1 Month + 4.50%), 08/27/2025(o)			89		89,262
					442,390
Technology – 0.2%
athenahealth, Inc. 4.453% (LIBOR 3 Month + 4.25%), 02/11/2026(e)(o)			213		214,508
Banff Merger Sub, Inc. 10/02/2025(p)			17		16,807
Boxer Parent Company Inc. (aka BMC Software, Inc.) 4.371% (LIBOR 1 Month + 4.25%), 10/02/2025(o)			149		148,704
EIG Investors Corp. 02/10/2028(p)			178		176,404
MTS Systems Corporation 4.000% (LIBOR 1 Month + 3.25%), 07/05/2023(e)(o)			24		23,978

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Peration Holding Corp. 02/01/2028-02/19/2028(e)(p)	U.S.$		66	$	66,566
Pitney Bowes Inc. 5.620% (LIBOR 1 Month + 5.50%), 01/07/2025(o)			117		116,935
Presidio Holdings Inc. 3.720% (LIBOR 3 Month + 3.50%), 01/22/2027(o)			43		43,088
Solera, LLC (Solera Finance, Inc.) 2.865% (LIBOR 1 Month + 2.75%), 03/03/2023(o)			141		140,904
Veritas US Inc. 6.500% (LIBOR 3 Month + 5.50%), 09/01/2025(o)			224		224,870
					1,172,764
Transportation - Airlines – 0.0%
Delta Air Lines, Inc. 5.750% (LIBOR 1 Month + 4.75%), 04/29/2023(o)			20		20,024
					4,960,068
Utility – 0.0%
Electric – 0.0%
Granite Generation LLC 4.750% (LIBOR 1 Month + 3.75%), 11/09/2026(o)			176		176,680
4.750% (LIBOR 3 Month + 3.75%), 11/09/2026(o)			34		33,785
					210,465
Total Bank Loans (cost $5,427,748)					5,441,507
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.7%
Risk Share Floating Rate – 0.7%
Bellemeade Re Ltd. Series 2018-3A, Class M2 2.868% (LIBOR 1 Month + 2.75%), 10/25/2028(c)(n)			150		150,696
Series 2019-3A, Class M1C 2.068% (LIBOR 1 Month + 1.95%), 07/25/2029(c)(n)			164		165,758
Connecticut Avenue Securities Trust Series 2018-R07, Class 1B1 4.468% (LIBOR 1 Month + 4.35%), 04/25/2031(c)(n)			51		52,134

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Eagle Re Ltd. Series 2018-1, Class M2 3.13% (LIBOR 1 Month + 3.00%), 11/25/2028(c)(n)	U.S.$		150	$	151,314
Federal Home Loan Mortgage Corp. Series 2019-DNA3, Class M2 2.18% (LIBOR 1 Month + 2.05%), 07/25/2049(c)(n)			16		16,321
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2016-HQA2, Class M3 5.28% (LIBOR 1 Month + 5.15%), 11/25/2028(n)			342		354,710
Series 2016-HQA3, Class M3 3.98% (LIBOR 1 Month + 3.85%), 03/25/2029(n)			374		386,665
Series 2016-HQA4, Class M3 4.03% (LIBOR 1 Month + 3.90%), 04/25/2029(n)			403		417,267
Series 2020-DNA1, Class M2 1.83% (LIBOR 1 Month + 1.70%), 01/25/2050(c)(n)			338		336,622
Federal National Mortgage Association Connecticut Avenue Securities Series 2015-C02, Class 1M2 4.13% (LIBOR 1 Month + 4.00%), 05/25/2025(n)			121		123,722
Series 2015-C02, Class 2M2 4.13% (LIBOR 1 Month + 4.00%), 05/25/2025(n)			63		63,807
Series 2015-C03, Class 1M2 5.13% (LIBOR 1 Month + 5.00%), 07/25/2025(n)			6		6,413
Series 2015-C03, Class 2M2 5.13% (LIBOR 1 Month + 5.00%), 07/25/2025(n)			90		91,394
Series 2015-C04, Class 2M2 5.68% (LIBOR 1 Month + 5.55%), 04/25/2028(n)			157		164,817
Series 2016-C01, Class 2M2 7.08% (LIBOR 1 Month + 6.95%), 08/25/2028(n)			88		93,404
Series 2016-C03, Class 2M2 6.03% (LIBOR 1 Month + 5.90%), 10/25/2028(n)			201		210,708

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 2016-C05, Class 2M2 4.568% (LIBOR 1 Month + 4.45%), 01/25/2029(n)	U.S.$		228	$	237,511
Series 2016-C07, Class 2M2 4.468% (LIBOR 1 Month + 4.35%), 05/25/2029(n)			263		273,774
Series 2017-C01, Class 1B1 5.868% (LIBOR 1 Month + 5.75%), 07/25/2029(n)			27		29,315
Series 2017-C02, Class 2M2 3.768% (LIBOR 1 Month + 3.65%), 09/25/2029(n)			187		191,846
Series 2017-C03, Class 1B1 4.968% (LIBOR 1 Month + 4.85%), 10/25/2029(n)			27		29,065
Series 2017-C05, Class 1B1 3.73% (LIBOR 1 Month + 3.60%), 01/25/2030(n)			27		28,305
Series 2017-C06, Class 1B1 4.268% (LIBOR 1 Month + 4.15%), 02/25/2030(n)			143		147,900
Series 2018-C01, Class 1B1 3.668% (LIBOR 1 Month + 3.55%), 07/25/2030(n)			107		107,888
Home Re Ltd. Series 2018-1, Class M2 3.13% (LIBOR 1 Month + 3.00%), 10/25/2028(c)(n)			235		237,182
Mortgage Insurance-Linked Notes Series 2019-1, Class M2 3.03% (LIBOR 1 Month + 2.90%), 11/26/2029(c)(n)			365		352,860
Triangle Re Ltd. Series 2020-1, Class M2 5.73% (LIBOR 1 Month + 5.60%), 10/25/2030(c)(n)			150		154,839
					4,576,237
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 0.688%, 05/28/2035			96		91,595
Non-Agency Fixed Rate – 0.0%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/2036			10		7,663

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
CSMC Mortgage-Backed Trust Series 2006-7, Class 3A12 6.25%, 08/25/2036	U.S.$		12	$	7,960
					15,623
Total Collateralized Mortgage Obligations (cost $4,613,053)					4,683,455
EMERGING MARKETS – CORPORATE BONDS – 0.7%
Industrial – 0.6%
Basic – 0.2%
Braskem Netherlands Finance BV 4.50%, 01/31/2030(c)			200		203,040
Consolidated Energy Finance SA 6.875%, 06/15/2025(c)			200		203,942
CSN Resources SA 7.625%, 02/13/2023(c)			200		207,125
Eldorado Gold Corp. 9.50%, 06/01/2024(c)			162		180,559
First Quantum Minerals Ltd. 7.25%, 04/01/2023(c)			342		349,089
Vedanta Resources Finance II PLC 13.875%, 01/21/2024(c)			201		222,231
Volcan Cia Minera SAA 4.375%, 02/11/2026(c)			21		21,551
					1,387,537
Capital Goods – 0.1%
Cemex SAB de CV 7.375%, 06/05/2027(b)(c)			300		336,645
Embraer Netherlands Finance BV
5.40%, 02/01/2027			90		94,109
6.95%, 01/17/2028(c)			200		223,900
					654,654
Communications - Media – 0.1%
Globo Comunicacao e Participacoes SA 4.875%, 01/22/2030(c)			231		240,024
Communications - Telecommunications – 0.0%
Digicel Group 0.5 Ltd. 7.00%, 03/15/2021(h)(i)(l)			8		5,433
8.00% (5.00% Cash and 3.00% PIK), 04/01/2025(c)(h)			50		40,771
10.00% (8.00% Cash and 2.00% PIK), 04/01/2024(h)			155		153,076
					199,280

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Other – 0.0%
Wynn Macau Ltd. 5.50%, 10/01/2027(c)	U.S.$		214	$	222,293
Consumer Cyclical - Retailers – 0.0%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022(d)(e)(h)(i)			39		– 0	–
K2016470260 South Africa Ltd. 25.00%, 12/31/2022(d)(e)(h)(i)			20		– 0	–
					– 0	–
Consumer Non-Cyclical – 0.1%
BRF GmbH 4.35%, 09/29/2026(c)			210		218,269
Cosan Ltd. 5.50%, 09/20/2029(c)			388		415,281
Tonon Luxembourg SA 6.50% (0.50% Cash and 6.00% PIK), 10/31/2024(a)(d)(e)(h)(i)(k)			5		155
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018(a)(g)(i)			434		4,737
					638,442
Energy – 0.1%
Leviathan Bond Ltd. 6.50%, 06/30/2027(c)			109		119,604
Petrobras Global Finance BV 5.093%, 01/15/2030			49		51,775
5.60%, 01/03/2031			59		63,584
					234,963
					3,577,193
Utility – 0.1%
Electric – 0.1%
Cemig Geracao e Transmissao SA 9.25%, 12/05/2024(c)			200		230,250
Light Servicos de Eletricidade SA/Light Energia SA 7.25%, 05/03/2023(c)			393		407,639
Terraform Global Operating LLC 6.125%, 03/01/2026(i)			12		12,367
					650,256
Financial Institutions – 0.0%
Insurance – 0.0%
Ambac LSNI LLC 6.00% (LIBOR 3 Month + 5.00%), 02/12/2023(c)(n)			18		17,958

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Other Finance – 0.0%
OEC Finance Ltd. 5.25%, 12/27/2033(c)(h)	U.S.$		104	$	20,728
					38,686
Total Emerging Markets – Corporate Bonds (cost $4,065,965)					4,266,135
COLLATERALIZED LOAN OBLIGATIONS – 0.3%
CLO - Floating Rate – 0.3%
Ares XXXIV CLO Ltd. Series 2015-2A, Class CR 2.223% (LIBOR 3 Month + 2.00%), 04/17/2033(c)(n)			270		270,565
Dryden 49 Senior Loan Fund Series 2017-49A, Class E 6.523% (LIBOR 3 Month + 6.30%), 07/18/2030(c)(n)			250		248,098
Dryden CLO Ltd. Series 2020-78A, Class C 2.173% (LIBOR 3 Month + 1.95%), 04/17/2033(c)(n)			250		251,197
Elmwood CLO VIII Ltd. Series 2021-1A, Class E1 Zero Coupon (LIBOR 3 Month + 6.00%), 01/20/2034(c)(n)			150		150,015
Octagon Investment Partners 29 Ltd. Series 2016-1A, Class DR 3.318% (LIBOR 3 Month + 3.10%), 01/24/2033(c)(n)			263		263,551
Rockford Tower CLO Ltd. Series 2017-2A, Class DR 3.091% (LIBOR 3 Month + 2.85%), 10/15/2029(c)(n)			306		305,762
Trimaran Advisors CAVU 2019-1 Ltd. Series 2019-1A, Class E 7.264% (LIBOR 3 Month + 7.04%), 07/20/2032(c)(n)			250		246,843
Voya CLO Ltd. Series 2019-1A, Class DR 3.091% (LIBOR 3 Month + 2.85%), 04/15/2031(c)(n)			109		108,378
Total Collateralized Loan Obligations (cost $1,843,505)					1,844,409

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
QUASI-SOVEREIGNS – 0.2%
Quasi-Sovereign Bonds – 0.2%
Mexico – 0.2%
Petroleos Mexicanos 5.95%, 01/28/2031	U.S.$		301	$	290,013
6.49%, 01/23/2027			51		53,359
6.50%, 01/23/2029			41		41,231
6.75%, 09/21/2047			229		200,432
6.84%, 01/23/2030			210		211,050
6.95%, 01/28/2060			67		58,625
7.69%, 01/23/2050			253		240,325
					1,095,035
United Arab Emirates – 0.0%
DP World Crescent Ltd. 3.875%, 07/18/2029(c)			220		232,650
Total Quasi-Sovereigns (cost $1,147,603)					1,327,685
ASSET-BACKED SECURITIES – 0.2%
Other ABS - Fixed Rate – 0.1%
Marlette Funding Trust Series 2018-3A, Class C 4.63%, 09/15/2028(c)			125		126,805
SoFi Consumer Loan Program LLC Series 2017-6, Class C 4.02%, 11/25/2026(c)			360		370,717
Taco Bell Funding LLC Series 2016-1A, Class A23 4.97%, 05/25/2046(c)			38		41,008
					538,530
Autos - Fixed Rate – 0.1%
CPS Auto Trust Series 2018-C, Class D 4.40%, 06/17/2024(c)			120		124,078
Exeter Automobile Receivables Trust Series 2019-2A, Class E 4.68%, 05/15/2026(c)			115		121,927
					246,005
Home Equity Loans - Fixed Rate – 0.0%
CWABS Asset-Backed Certificates Trust Series 2005-7, Class AF5W 5.554%, 10/25/2035			88		88,693
GSAA Home Equity Trust Series 2006-6, Class AF5 6.241%, 03/25/2036			158		64,998
					153,691

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 1.255% (LIBOR 1 Month + 1.13%), 12/25/2032(n)	U.S.$		21	$	20,893
Lehman XS Trust Series 2007-6, Class 3A5 4.519%, 05/25/2037			25		25,138
					46,031
Total Asset-Backed Securities (cost $970,021)					984,257
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.1%
Non-Agency Fixed Rate CMBS – 0.1%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.485%, 07/10/2047(c)			35		32,696
GS Mortgage Securities Trust Series 2014-GC18, Class D 4.989%, 01/10/2047(c)			71		22,596
JP Morgan Chase Commercial Mortgage Securities Trust Series 2012-CBX, Class E 5.133%, 06/15/2045(c)			298		138,300
JPMBB Commercial Mortgage Securities Trust Series 2013-C17, Class D 4.889%, 01/15/2047(c)			71		70,754
					264,346
Non-Agency Floating Rate CMBS – 0.0%
DBWF Mortgage Trust Series 2018-GLKS, Class E 3.129% (LIBOR 1 Month + 3.02%), 12/19/2030(c)(n)			100		99,123
Morgan Stanley Capital I Trust Series 2019-BPR, Class E 4.862% (LIBOR 1 Month + 4.75%), 05/15/2036(c)(n)			39		24,187
					123,310
Total Commercial Mortgage-Backed Securities (cost $591,451)					387,656
GOVERNMENTS – SOVEREIGN BONDS – 0.0%
Mexico – 0.0%
Mexico Government International Bond 4.75%, 04/27/2032 (cost $195,763)			200		224,250

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
EMERGING MARKETS – TREASURIES – 0.0%
Turkey – 0.0%
Turkey Government Bond 11.70%, 11/13/2030 (cost $236,877)	TRY		1,768	$	221,275
		Shares
PREFERRED STOCKS – 0.0%
Industrials – 0.0%
Auto Components – 0.0%
Exide Corp. 8.00%(d)(e)			117		90,968
Consumer Cyclical Services – 0.0%
Hovnanian Enterprises, Inc. 7.625%			1,190		16,898
WESCO International, Inc. Series A 10.625%			3,350		101,672
					118,570
Total Preferred Stocks (cost $186,763)					209,538
WARRANTS – 0.0%
Information Technology – 0.0%
Software – 0.0%
Avaya Holdings Corp., expiring 12/15/2022(a)			4,686		42,549
Industrials – 0.0%
Construction & Engineering – 0.0%
Willscot Corp., expiring 11/29/2022(a)(d)(e)			1,913		24,902
Energy – 0.0%
Oil, Gas & Consumable Fuels – 0.0%
Battalion Oil Corp., expiring 10/08/2022(a)(d)(e)			14		– 0	–
Battalion Oil Corp., expiring 10/08/2022(a)(b)(d)(e)			10		– 0	–
SandRidge Energy, Inc., A-CW22, expiring 10/04/2022(a)			4,816		144
SandRidge Energy, Inc., B-CW22, expiring 10/04/2022(a)			2,024		45
					189
Total Warrants (cost $15,546)					67,640

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
MORTGAGE PASS-THROUGHS – 0.0%
Agency Fixed Rate 30-Year – 0.0%
Federal National Mortgage Association Series 2006 5.00%, 01/01/2036 (cost $113)	U.S.$		0	**	$	119
		Shares
SHORT-TERM INVESTMENTS – 23.2%
Investment Companies – 22.9%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(m)(q)(r) (cost $147,893,610)			147,893,610			147,893,610
		Principal Amount (000)
U.S. Treasury Bills – 0.3%
United States – 0.3%
U.S. Treasury Bill Zero Coupon, 04/22/2021 (cost $1,999,795)	U.S.$		2,000			1,999,899
Total Short-Term Investments (cost $149,893,405)						149,893,509
Total Investments Before Security Lending Collateral for Securities Loaned – 98.4% (cost $571,212,119)						635,828,641
		Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.6%
Investment Companies – 0.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(m)(q)(r) (cost $3,831,960)			3,831,960			3,831,960
Total Investments – 99.0% (cost $575,044,079)						639,660,601
Other assets less liabilities – 1.0%						6,397,254
Net Assets – 100.0%					$	646,057,855

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		183		March 2021	$	19,300,858	$	(1,321,039	)
10 Yr Canadian Bond Futures		210		June 2021		23,066,007		(394,656	)
10 Yr Japan Bond (OSE) Futures		27		March 2021		38,151,320		(356,938	)
E-Mini Russell 2000 Futures		36		March 2021		3,958,560		525,067
Euro Buxl 30 Yr Bond Futures		51		March 2021		12,911,081		(862,985	)
Euro STOXX 50 Index Futures		94		March 2021		4,113,590		46,541
Euro-BOBL Futures		45		March 2021		7,286,902		(46,505	)
Euro-BTP Futures		118		March 2021		21,327,471		(107,943	)
Euro-Bund Futures		86		March 2021		17,992,565		(386,100	)
Euro-Schatz Futures		113		March 2021		15,293,282		(21,265	)
FTSE 100 Index Futures		24		March 2021		2,153,163		(128,579	)
FTSE KLCI Futures		158		March 2021		3,056,553		(5,740	)
FTSE Taiwan Index Futures		58		March 2021		3,214,360		(77,948	)
Hang Seng Index Futures		6		March 2021		1,120,061		(61,008	)
Long Gilt Futures		363		June 2021		64,617,330		(693,272	)
MSCI EAFE Futures		34		March 2021		3,678,800		(125,014	)
MSCI Emerging Markets Futures		585		March 2021		39,139,425		2,599,640
OMXS30 Index Futures		47		March 2021		1,116,013		(22,252	)
S&P 500 E-Mini Futures		503		March 2021		95,801,380		1,052,449
S&P Mid 400 E-Mini Futures		34		March 2021		8,481,980		881,345
S&P/TSX 60 Index Futures		11		March 2021		1,852,868		(28,307	)
SPI 200 Futures		5		March 2021		637,585		(16,471	)
TOPIX Index Futures		13		March 2021		2,287,302		15,504
U.S. Long Bond (CBT) Futures		2		June 2021		318,438		(2,800	)
U.S. T-Note 2 Yr (CBT) Futures		145		June 2021		32,011,016		(26,233	)
U.S. T-Note 5 Yr (CBT) Futures		316		June 2021		39,174,125		(335,029	)
U.S. T-Note 10 Yr (CBT) Futures		424		June 2021		56,272,750		(697,733	)
U.S. Ultra Bond (CBT) Futures		259		June 2021		48,967,188		(187,844	)
WIG 20 Index Futures		65		March 2021		666,044		(15,242	)
Sold Contracts
10 Yr Australian Bond Futures		32		March 2021		3,375,013		257,219
10 Yr Canadian Bond Futures		21		June 2021		2,306,601		45,014
10 Yr Japan Bond (OSE) Futures		8		March 2021		11,304,095		52,020
10 Yr Mini Japan Government Bond Futures		38		March 2021		5,375,862		41,644
E-Mini Russell 1000 Futures		52		March 2021		5,612,880		(112,632	)
Euro Buxl 30 Yr Bond Futures		7		March 2021		1,772,109		144,705
Euro STOXX 50 Index Futures		40		March 2021		1,750,464		(17,414	)
Euro-BOBL Futures		11		March 2021		1,781,243		15,238
Euro-Bund Futures		147		March 2021		30,754,733		648,530
Euro-Schatz Futures		8		March 2021		1,082,710		1,487
FTSE 100 Index Futures		36		March 2021		3,229,744		74,274
Long Gilt Futures		91		June 2021		16,198,835		184,976
MEX BOLSA Index Futures		56		March 2021		1,195,484		11,260
MSCI EAFE Futures		3		March 2021		324,600		5,390
MSCI Emerging Markets Futures		2		March 2021		133,810		(8,524	)
MSCI Singapore IX ETS Futures		4		March 2021		101,590		(1,115	)
S&P 500 E-Mini Futures		90		March 2021		17,141,400		308,754

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
S&P Mid 400 E-Mini Futures		44		March 2021	$	10,976,680	$	(431,457	)
SGX Nifty 50 Futures		191		March 2021		5,548,359		201,306
TOPIX Index Futures		19		March 2021		3,342,980		(14,435	)
U.S. 10 Yr Ultra Futures		5		June 2021		736,719		6,977
U.S. T-Note 2 Yr (CBT) Futures		129		June 2021		28,478,766		20,154
U.S. T-Note 5 Yr (CBT) Futures		37		June 2021		4,586,844		33,648
U.S. T-Note 10 Yr (CBT) Futures		239		June 2021		31,719,781		399,272
U.S. Ultra Bond (CBT) Futures		82		June 2021		15,503,125		(61,215	)
							$	1,004,719

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.	EUR	816	USD	983		03/17/2021	$	(2,678	)
Australia and New Zealand Banking Group Ltd.	CNY	9,613	USD	1,477		04/22/2021		1,085
Australia and New Zealand Banking Group Ltd.	HKD	139,445	USD	17,986		08/13/2021		4,956
Bank of America, NA	RUB	49,600	USD	670		03/24/2021		6,899
Bank of America, NA	USD	792	RUB	60,268		03/24/2021		13,125
Bank of America, NA	USD	448	RUB	33,189		03/24/2021		(4,250	)
Bank of America, NA	ILS	6,558	USD	2,007		03/25/2021		25,277
Bank of America, NA	USD	1,348	NOK	11,391		04/15/2021		(34,310	)
Bank of America, NA	USD	1,306	SEK	10,885		04/15/2021		(16,609	)
Barclays Bank PLC	AUD	2,422	USD	1,935		03/17/2021		71,702
Barclays Bank PLC	CHF	1,495	USD	1,678		03/17/2021		34,206
Barclays Bank PLC	GBP	1,489	USD	2,108		03/17/2021		32,923
Barclays Bank PLC	GBP	3,456	USD	4,787		03/17/2021		(27,908	)
Barclays Bank PLC	NZD	6,128	USD	4,551		03/17/2021		123,534
Barclays Bank PLC	SEK	36,173	USD	4,397		03/17/2021		112,660
Barclays Bank PLC	USD	1,213	CAD	1,540		03/17/2021		(2,931	)
Barclays Bank PLC	USD	2,083	CHF	1,886		03/17/2021		(8,996	)
Barclays Bank PLC	USD	1,469	EUR	1,211		03/17/2021		(7,418	)
Barclays Bank PLC	USD	1,568	JPY	166,391		03/17/2021		(6,806	)
Barclays Bank PLC	USD	8,750	NOK	72,990		03/17/2021		(331,782	)
Barclays Bank PLC	COP	28,167,566	USD	8,094		03/18/2021		374,192
Barclays Bank PLC	CZK	120,377	USD	5,617		03/24/2021		66,576
Barclays Bank PLC	HUF	852,429	USD	2,890		03/24/2021		53,592
Barclays Bank PLC	RUB	169,437	USD	2,288		03/24/2021		23,105
Barclays Bank PLC	MYR	18,566	USD	4,565		03/25/2021		5,441
Barclays Bank PLC	MYR	9,252	USD	2,223		03/25/2021		(49,172	)
Barclays Bank PLC	USD	7,457	MYR	30,780		03/25/2021		102,447
Barclays Bank PLC	USD	4,392	MYR	17,738		03/25/2021		(35,945	)
Barclays Bank PLC	KRW	3,086,886	USD	2,766		04/22/2021		26,863
Barclays Bank PLC	USD	2,421	KRW	2,645,248		04/22/2021		(73,901	)
Barclays Bank PLC	TWD	35,095	USD	1,264		04/27/2021		(2,788	)
BNP Paribas SA	BRL	15,251	USD	2,793		03/02/2021		71,714
BNP Paribas SA	USD	2,794	BRL	15,251		03/02/2021		(72,878	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	EUR	5,751	USD	7,030		03/17/2021	$	88,941
BNP Paribas SA	USD	5,562	CAD	7,052		03/17/2021		(20,032	)
BNP Paribas SA	USD	2,621	EUR	2,145		03/17/2021		(31,992	)
BNP Paribas SA	COP	1,719,240	USD	500		03/18/2021		28,983
BNP Paribas SA	USD	1,023	CNY	6,626		04/22/2021		(5,644	)
Citibank, NA	BRL	10,886	USD	2,012		03/02/2021		69,726
Citibank, NA	USD	1,968	BRL	10,886		03/02/2021		(25,992	)
Citibank, NA	AUD	3,929	USD	3,044		03/17/2021		20,573
Citibank, NA	EUR	556	USD	674		03/17/2021		1,900
Citibank, NA	USD	454	EUR	371		03/17/2021		(6,407	)
Citibank, NA	USD	3,595	JPY	380,173		03/17/2021		(27,693	)
Citibank, NA	CLP	975,169	USD	1,328		03/18/2021		(19,233	)
Citibank, NA	PEN	5,811	USD	1,597		03/18/2021		4,530
Citibank, NA	USD	1,323	CLP	975,287		03/18/2021		24,911
Citibank, NA	USD	469	CLP	332,212		03/18/2021		(10,228	)
Citibank, NA	USD	1,694	COP	5,983,140		03/18/2021		(54,675	)
Citibank, NA	USD	657	CZK	14,143		03/24/2021		(4,440	)
Citibank, NA	USD	660	PLN	2,456		03/24/2021		(4,035	)
Citibank, NA	ILS	8,885	USD	2,734		03/25/2021		48,891
Citibank, NA	USD	1,494	TRY	10,803		03/26/2021		(55,602	)
Citibank, NA	USD	670	ZAR	10,056		04/08/2021		(8,255	)
Citibank, NA	TWD	75,350	USD	2,736		04/27/2021		15,745
Credit Suisse International	AUD	2,789	USD	2,156		03/17/2021		10,365
Credit Suisse International	CAD	902	USD	709		03/17/2021		(316	)
Credit Suisse International	CHF	2,778	USD	3,098		03/17/2021		42,757
Credit Suisse International	EUR	1,211	USD	1,470		03/17/2021		8,428
Credit Suisse International	NZD	1,405	USD	1,007		03/17/2021		(8,469	)
Credit Suisse International	USD	693	CAD	879		03/17/2021		(2,252	)
Credit Suisse International	USD	2,398	GBP	1,731		03/17/2021		14,219
Credit Suisse International	USD	4,662	SEK	38,703		03/17/2021		(77,871	)
Credit Suisse International	HUF	183,979	USD	623		03/24/2021		11,067
Credit Suisse International	TRY	11,070	USD	1,529		03/26/2021		54,609
Credit Suisse International	USD	726	TRY	5,426		03/26/2021		(3,651	)
Credit Suisse International	IDR	146,346	USD	10		04/15/2021		359
Credit Suisse International	PHP	31,279	USD	649		04/22/2021		12,796
Credit Suisse International	USD	702	PHP	33,870		04/22/2021		(13,856	)
Deutsche Bank AG	NZD	1,850	USD	1,324		03/05/2021		(12,418	)
Deutsche Bank AG	USD	1,225	CAD	1,555		03/17/2021		(3,340	)
Deutsche Bank AG	CLP	4,563,081	USD	6,405		03/18/2021		99,046
Deutsche Bank AG	CLP	2,021,132	USD	2,775		03/18/2021		(17,435	)
Deutsche Bank AG	PEN	6,094	USD	1,671		03/18/2021		939
Deutsche Bank AG	USD	1,912	CLP	1,362,512		03/18/2021		(29,575	)
Deutsche Bank AG	USD	1,137	COP	4,054,101		03/18/2021		(25,778	)
Deutsche Bank AG	USD	1,767	PEN	6,390		03/18/2021		(15,885	)
Deutsche Bank AG	USD	1,785	CZK	38,026		03/24/2021		(31,759	)
Deutsche Bank AG	ILS	4,335	USD	1,313		03/25/2021		2,755
Deutsche Bank AG	USD	548	IDR	7,762,190		04/15/2021		(11,754	)
Deutsche Bank AG	USD	5,966	INR	442,746		04/15/2021		(16,076	)
Deutsche Bank AG	KRW	517,753	USD	466		04/22/2021		6,713
Deutsche Bank AG	PHP	68,261	USD	1,416		04/22/2021		28,219
Goldman Sachs Bank USA	BRL	6,735	USD	1,235		03/02/2021		33,222
Goldman Sachs Bank USA	USD	1,225	BRL	6,735		03/02/2021		(22,803	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Goldman Sachs Bank USA	EUR	3,101	USD	3,749		03/15/2021	$	7,161
Goldman Sachs Bank USA	USD	663	EUR	539		03/17/2021		(13,263	)
Goldman Sachs Bank USA	USD	1,705	JPY	180,801		03/17/2021		(8,381	)
Goldman Sachs Bank USA	PEN	26,413	USD	7,302		03/18/2021		63,135
Goldman Sachs Bank USA	USD	1,954	PEN	7,070		03/18/2021		(16,899	)
Goldman Sachs Bank USA	RUB	183,508	USD	2,474		03/24/2021		21,120
Goldman Sachs Bank USA	USD	988	RUB	75,114		03/24/2021		16,042
Goldman Sachs Bank USA	USD	800	RUB	59,348		03/24/2021		(6,798	)
Goldman Sachs Bank USA	MYR	11,147	USD	2,756		03/25/2021		18,864
Goldman Sachs Bank USA	USD	1,795	MYR	7,318		03/25/2021		2,483
Goldman Sachs Bank USA	AUD	1,293	USD	986		03/30/2021		(9,075	)
Goldman Sachs Bank USA	USD	320	BRL	1,741		04/05/2021		(9,546	)
Goldman Sachs Bank USA	ZAR	22,427	USD	1,513		04/08/2021		38,112
Goldman Sachs Bank USA	NOK	11,386	USD	1,337		04/15/2021		24,007
Goldman Sachs Bank USA	USD	2,441	IDR	34,558,508		04/15/2021		(55,424	)
Goldman Sachs Bank USA	USD	665	MXN	13,646		04/16/2021		(16,190	)
Goldman Sachs Bank USA	EUR	797	TRY	7,421		04/19/2021		14,559
Goldman Sachs Bank USA	TRY	7,421	USD	999		04/19/2021		21,522
Goldman Sachs Bank USA	CNY	5,297	USD	817		04/22/2021		4,162
Goldman Sachs Bank USA	KRW	799,970	USD	729		04/22/2021		19,049
Goldman Sachs Bank USA	PHP	31,279	USD	648		04/22/2021		12,662
Goldman Sachs Bank USA	USD	539	CAD	679		04/22/2021		(5,276	)
Goldman Sachs Bank USA	USD	1,271	CNY	8,255		04/22/2021		(3,744	)
Goldman Sachs Bank USA	USD	663	KRW	720,452		04/22/2021		(23,748	)
Goldman Sachs Bank USA	USD	702	PHP	33,870		04/22/2021		(13,710	)
Goldman Sachs Bank USA	CHF	2,626	USD	2,962		05/06/2021		70,189
Goldman Sachs Bank USA	TWD	54,461	USD	1,989		07/07/2021		3,186
HSBC Bank USA	USD	670	SGD	887		03/11/2021		(4,952	)
HSBC Bank USA	TRY	7,607	USD	1,061		03/26/2021		47,967
HSBC Bank USA	GBP	481	USD	657		04/09/2021		(13,898	)
HSBC Bank USA	USD	226	IDR	3,166,940		04/15/2021		(7,571	)
HSBC Bank USA	USD	2,439	CNY	15,831		04/22/2021		(8,604	)
HSBC Bank USA	CHF	1,473	USD	1,643		05/06/2021		21,394
JPMorgan Chase Bank, NA	BRL	6,110	USD	1,137		03/02/2021		46,340
JPMorgan Chase Bank, NA	USD	1,105	BRL	6,110		03/02/2021		(14,588	)
JPMorgan Chase Bank, NA	USD	3,631	EUR	2,965		03/17/2021		(53,730	)
JPMorgan Chase Bank, NA	PLN	4,897	EUR	1,078		03/24/2021		(5,654	)
JPMorgan Chase Bank, NA	PLN	15,699	USD	4,219		03/24/2021		29,394
JPMorgan Chase Bank, NA	AUD	1,406	USD	1,077		03/30/2021		(5,128	)
JPMorgan Chase Bank, NA	USD	2,497	BRL	13,567		04/05/2021		(79,431	)
JPMorgan Chase Bank, NA	ZAR	6,504	USD	427		04/08/2021		(457	)
JPMorgan Chase Bank, NA	USD	671	EUR	548		04/09/2021		(8,547	)
JPMorgan Chase Bank, NA	USD	1,995	GBP	1,411		04/09/2021		(28,264	)
JPMorgan Chase Bank, NA	USD	667	NOK	5,602		04/15/2021		(20,999	)
JPMorgan Chase Bank, NA	CNY	12,844	USD	1,980		04/22/2021		8,199
Morgan Stanley Capital Services, Inc.	BRL	387	USD	73		03/02/2021		4,012
Morgan Stanley Capital Services, Inc.	USD	70	BRL	387		03/02/2021		(924	)
Morgan Stanley Capital Services, Inc.	USD	673	NZD	930		03/05/2021		(577	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services, Inc.	EUR	5,094	USD	6,219		03/17/2021	$	71,442
Morgan Stanley Capital Services, Inc.	EUR	1,557	USD	1,873		03/17/2021		(6,235	)
Morgan Stanley Capital Services, Inc.	USD	3,914	PLN	14,415		03/24/2021		(66,450	)
Morgan Stanley Capital Services, Inc.	USD	805	ILS	2,622		03/25/2021		(12,154	)
Morgan Stanley Capital Services, Inc.	USD	2,413	MYR	9,775		03/25/2021		(12,068	)
Morgan Stanley Capital Services, Inc.	AUD	1,717	USD	1,326		03/30/2021		5,313
Morgan Stanley Capital Services, Inc.	GBP	2,430	USD	3,310		04/09/2021		(75,812	)
Morgan Stanley Capital Services, Inc.	USD	978	GBP	717		04/09/2021		20,575
Morgan Stanley Capital Services, Inc.	SEK	5,327	USD	638		04/15/2021		6,778
Morgan Stanley Capital Services, Inc.	SEK	5,559	USD	657		04/15/2021		(1,331	)
Morgan Stanley Capital Services, Inc.	MXN	21,566	USD	1,049		04/16/2021		23,130
Morgan Stanley Capital Services, Inc.	USD	669	KRW	737,582		04/22/2021		(14,211	)
Morgan Stanley Capital Services, Inc.	CHF	902	USD	1,004		05/06/2021		10,127
Morgan Stanley Capital Services, Inc.	USD	1,167	JPY	123,482		05/20/2021		(7,262	)
Natwest Markets PLC	BRL	2,522	USD	456		03/02/2021		6,021
Natwest Markets PLC	USD	470	BRL	2,522		03/02/2021		(19,560	)
Natwest Markets PLC	USD	997	NZD	1,386		03/05/2021		4,205
Natwest Markets PLC	USD	2,676	EUR	2,225		03/17/2021		9,110
Natwest Markets PLC	CLP	1,362,512	USD	1,841		03/18/2021		(42,166	)
Natwest Markets PLC	COP	5,983,139	USD	1,687		03/18/2021		47,507
Natwest Markets PLC	USD	1,691	CLP	1,221,597		03/18/2021		(2,738	)
Natwest Markets PLC	USD	967	COP	3,361,868		03/18/2021		(45,230	)
Natwest Markets PLC	USD	2,037	RUB	150,621		03/24/2021		(23,978	)
Natwest Markets PLC	MYR	3,451	USD	848		03/25/2021		389
Natwest Markets PLC	USD	1,335	MYR	5,396		03/25/2021		(10,121	)
Natwest Markets PLC	USD	673	ZAR	9,858		04/08/2021		(24,676	)
Natwest Markets PLC	USD	1,674	GBP	1,220		04/09/2021		25,222
Natwest Markets PLC	USD	1,166	TWD	32,090		04/27/2021		(7,557	)
Standard Chartered Bank	NZD	1,403	AUD	1,300		03/05/2021		(13,583	)
Standard Chartered Bank	USD	1,998	NZD	2,781		03/05/2021		11,860
Standard Chartered Bank	COP	4,076,487	USD	1,155		03/18/2021		38,233
Standard Chartered Bank	PEN	8,868	USD	2,455		03/18/2021		24,455
Standard Chartered Bank	USD	2,576	CLP	1,818,351		03/18/2021		(62,894	)
Standard Chartered Bank	USD	3,105	COP	10,830,467		03/18/2021		(136,687	)
Standard Chartered Bank	USD	1,403	PEN	5,118		03/18/2021		(327	)
Standard Chartered Bank	EUR	1,633	USD	2,002		03/24/2021		31,599
Standard Chartered Bank	USD	705	TRY	5,396		03/26/2021		13,489
Standard Chartered Bank	CHF	1,180	GBP	978		04/09/2021		63,809

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Standard Chartered Bank	EUR	548	GBP	489		04/09/2021	$	19,429
Standard Chartered Bank	USD	676	CHF	601		04/09/2021		(15,005	)
Standard Chartered Bank	IDR	22,482,143	USD	1,596		04/15/2021		44,373
Standard Chartered Bank	CNY	11,580	USD	1,793		04/22/2021		15,633
Standard Chartered Bank	KRW	745,143	USD	665		04/22/2021		3,757
Standard Chartered Bank	PHP	226,326	USD	4,656		04/22/2021		55,698
Standard Chartered Bank	USD	6,914	CNY	44,923		04/22/2021		(17,667	)
Standard Chartered Bank	USD	668	KRW	735,101		04/22/2021		(15,830	)
Standard Chartered Bank	TWD	130,547	USD	4,718		04/27/2021		4,746
Standard Chartered Bank	CHF	2,038	USD	2,277		05/06/2021		32,177
Standard Chartered Bank	USD	1,967	TWD	54,461		07/07/2021		19,446
State Street Bank & Trust Co.	BRL	427	USD	79		03/02/2021		3,041
State Street Bank & Trust Co.	USD	474	NZD	649		03/05/2021		(5,164	)
State Street Bank & Trust Co.	THB	66,179	USD	2,205		03/11/2021		9,431
State Street Bank & Trust Co.	USD	1,980	SGD	2,612		03/11/2021		(21,892	)
State Street Bank & Trust Co.	USD	5,325	THB	159,558		03/11/2021		(30,536	)
State Street Bank & Trust Co.	CAD	895	USD	706		03/15/2021		2,731
State Street Bank & Trust Co.	CAD	3,222	USD	2,504		03/15/2021		(27,434	)
State Street Bank & Trust Co.	EUR	391	USD	478		03/15/2021		5,634
State Street Bank & Trust Co.	EUR	442	USD	523		03/15/2021		(10,120	)
State Street Bank & Trust Co.	USD	3,242	CAD	4,116		03/15/2021		(7,525	)
State Street Bank & Trust Co.	USD	2,959	EUR	2,434		03/15/2021		(24,013	)
State Street Bank & Trust Co.	EUR	400	USD	486		03/17/2021		2,420
State Street Bank & Trust Co.	GBP	346	USD	480		03/17/2021		(1,472	)
State Street Bank & Trust Co.	NOK	3,818	USD	452		03/17/2021		12,006
State Street Bank & Trust Co.	NZD	675	USD	488		03/17/2021		18
State Street Bank & Trust Co.	USD	724	EUR	601		03/17/2021		482
State Street Bank & Trust Co.	USD	4,988	EUR	4,098		03/17/2021		(41,748	)
State Street Bank & Trust Co.	USD	408	JPY	43,217		03/17/2021		(2,539	)
State Street Bank & Trust Co.	USD	448	NOK	3,818		03/17/2021		(7,894	)
State Street Bank & Trust Co.	PLN	8,363	USD	2,265		03/24/2021		32,847
State Street Bank & Trust Co.	USD	673	EUR	555		03/24/2021		(3,637	)
State Street Bank & Trust Co.	USD	329	TRY	2,478		03/26/2021		585
State Street Bank & Trust Co.	USD	2,082	AUD	2,682		03/30/2021		(18,081	)
State Street Bank & Trust Co.	USD	1,162	ZAR	17,236		04/08/2021		(27,913	)
State Street Bank & Trust Co.	GBP	105	USD	143		04/09/2021		(3,250	)
State Street Bank & Trust Co.	USD	498	GBP	364		04/09/2021		8,903
State Street Bank & Trust Co.	USD	402	GBP	287		04/09/2021		(2,349	)
State Street Bank & Trust Co.	MXN	6,139	USD	297		04/16/2021		4,755
State Street Bank & Trust Co.	MXN	11,175	USD	531		04/16/2021		(475	)
State Street Bank & Trust Co.	EUR	416	USD	505		04/19/2021		3,079
State Street Bank & Trust Co.	CAD	211	USD	166		04/22/2021		465
State Street Bank & Trust Co.	USD	1,981	CAD	2,512		04/22/2021		(6,817	)
State Street Bank & Trust Co.	USD	282	CHF	250		05/06/2021		(6,555	)
State Street Bank & Trust Co.	JPY	661,966	USD	6,250		05/20/2021		34,025
State Street Bank & Trust Co.	USD	1,730	JPY	183,222		05/20/2021		(9,418	)
State Street Bank & Trust Co.	CAD	618	USD	481		06/16/2021		(4,769	)
State Street Bank & Trust Co.	EUR	1,740	USD	2,114		06/16/2021		12,247
State Street Bank & Trust Co.	USD	490	CAD	618		06/16/2021		(4,199	)
UBS AG	BRL	16,628	USD	3,007		03/02/2021		39,703
UBS AG	USD	3,059	BRL	16,628		03/02/2021		(92,370	)
UBS AG	USD	656	NZD	920		03/05/2021		8,863

76    ^|    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)
UBS AG		CHF	7,250		USD	8,126		03/17/2021	$	152,472
UBS AG		EUR	3,091		USD	3,776		03/17/2021		45,119
UBS AG		USD	7,489		SEK	62,045		03/17/2021		(139,391	)
UBS AG		RUB	352,461		USD	4,751		03/24/2021		40,035
UBS AG		USD	638		CZK	13,766		03/24/2021		(3,419	)
UBS AG		USD	3,641		RUB	276,593		03/24/2021		55,836
UBS AG		USD	6,101		RUB	453,611		03/24/2021		(38,824	)
UBS AG		USD	3,990		TRY	30,622		03/26/2021		88,682
UBS AG		USD	4,070		TRY	29,198		03/26/2021		(181,686	)
UBS AG		USD	1,348		AUD	1,733		03/30/2021		(14,526	)
UBS AG		BRL	16,628		USD	3,056		04/05/2021		92,489
UBS AG		USD	3,978		MXN	82,183		04/16/2021		(67,956	)
UBS AG		KRW	1,464,641		USD	1,329		04/22/2021		29,506
UBS AG		USD	2,122		KRW	2,357,153		04/22/2021		(30,085	)
									$	416,632

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)
BRL	14,500		01/02/2023	1 Day CDI	5.245%	Maturity	$	(12,310	)	$	– 0	–	$	(12,310	)
GBP	6,100		02/05/2023	6 Month LIBOR	0.177%	Semi-Annual/ Semi-Annual		(12,197	)		(72	)		(12,125	)
USD	13,320		02/09/2023	3 Month LIBOR	0.200%	Quarterly/ Semi-Annual		(9,699	)		– 0	–		(9,699	)
CNY	36,260		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly/ Quarterly		(68,650	)		– 0	–		(68,650	)
CNY	107,914		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly/ Quarterly		(163,280	)		– 0	–		(163,280	)
CNY	109,516		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly/ Quarterly		(148,385	)		– 0	–		(148,385	)
NOK	10,490		08/11/2030	0.825%	6 Month NIBOR	Annual/ Semi-Annual		95,288			111,928			(16,640	)
NOK	10,490		08/11/2030	6 Month NIBOR	0.825%	Semi-Annual/ Annual		(96,092	)		– 0	–		(96,092	)
NOK	10,160		11/11/2030	1.031%	6 Month NIBOR	Annual/ Semi-Annual		77,654			90,513			(12,859	)
NOK	10,160		11/11/2030	6 Month NIBOR	1.031%	Semi-Annual/ Annual		(77,566	)		– 0	–		(77,566	)
NOK	5,070		11/17/2030	1.053%	6 Month NIBOR	Annual/ Semi-Annual		37,588			44,069			(6,481	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
NOK	5,070		11/17/2030	6 Month NIBOR	1.053%	Semi-Annual/ Annual	$	(37,538	)	$	– 0	–	$	(37,538	)
NOK	6,610		11/23/2030	1.079%	6 Month NIBOR	Annual/ Semi-Annual		47,360			55,815			(8,455	)
NOK	6,610		11/23/2030	6 Month NIBOR	1.079%	Semi-Annual/ Annual		(47,287	)		– 0	–		(47,287	)
NZD	6,460		11/23/2030	0.841%	3 Month BKBM	Semi-Annual/ Quarterly		463,171			495,243			(32,072	)
NZD	6,460		11/23/2030	3 Month BKBM	0.841%	Quarterly/ Semi-Annual		(463,237	)		– 0	–		(463,237	)
NOK	35,860		11/27/2030	6 Month NIBOR	1.111%	Semi-Annual/ Annual		(244,552	)		– 0	–		(244,552	)
NOK	14,310		11/27/2030	1.111%	6 Month NIBOR	Annual/ Semi-Annual		97,757			111,602			(13,845	)
NZD	2,030		12/02/2030	0.876%	3 Month BKBM	Semi-Annual/ Quarterly		142,542			151,848			(9,306	)
NZD	2,030		12/02/2030	3 Month BKBM	0.876%	Quarterly/ Semi-Annual		(142,518	)		– 0	–		(142,518	)
NOK	9,310		01/04/2031	6 Month NIBOR	1.280%	Semi-Annual/ Annual		(49,223	)		– 0	–		(49,223	)
NZD	3,090		01/05/2031	3 Month BKBM	0.978%	Quarterly/ Semi-Annual		(201,252	)		– 0	–		(201,252	)
NZD	1,310		01/05/2031	0.978%	3 Month BKBM	Semi-Annual/ Quarterly		85,367			90,857			(5,490	)
NOK	6,040		01/11/2031	6 Month NIBOR	1.274%	Semi-Annual/ Annual		(32,493	)		– 0	–		(32,493	)
NZD	1,470		01/11/2031	3 Month BKBM	1.058%	Quarterly/ Semi-Annual		(88,276	)		– 0	–		(88,276	)
NOK	11,330		01/18/2031	6 Month NIBOR	1.331%	Semi-Annual/ Annual		(54,825	)		– 0	–		(54,825	)
NZD	890		01/18/2031	3 Month BKBM	1.080%	Quarterly/ Semi-Annual		(52,470	)		– 0	–		(52,470	)
NOK	12,440		01/21/2031	6 Month NIBOR	1.348%	Semi-Annual/ Annual		(57,806	)		– 0	–		(57,806	)
NZD	2,130		01/21/2031	3 Month BKBM	1.075%	Quarterly/ Semi-Annual		(126,438	)		– 0	–		(126,438	)
GBP	1,220		02/05/2031	0.701%	6 Month LIBOR	Semi-Annual/ Semi-Annual		47,556			86			47,470
USD	2,660		02/09/2031	1.226%	6 Month LIBOR	Semi-Annual/ Quarterly		70,238			– 0	–		70,238
NOK	17,490		02/19/2031	6 Month NIBOR	1.634%	Semi-Annual/ Annual		(30,182	)		– 0	–		(30,182	)
CHF	5,190		02/19/2031	(0.054)%	6 Month LIBOR	Annual/ Semi-Annual		74,748			– 0	–		74,748
NZD	3,150		02/19/2031	3 Month BKBM	1.616%	Quarterly/ Semi-Annual		(77,404	)		– 0	–		(77,404	)
							$	(1,054,411	)	$	1,151,889		$	(2,206,300	)

78    ^|    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, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		(5.00	)%		Quarterly		1.69	%	USD	4	$	(302	)	$	(138	)	$	(164	)
CDX-NAHY Series 31, 5 Year Index, 12/20/2023*		(5.00	)		Quarterly		2.14		USD	1,128		(98,779	)		(58,166	)		(40,613	)
Sale Contracts
CDX-NAHY Series 29, 5 Year Index, 12/20/2022*		5.00			Quarterly		1.69		USD	4		302			148			154
CDX-NAHY Series 31, 5 Year Index, 12/20/2023*		5.00			Quarterly		2.14		USD	1,128		98,779			24,923			73,856
CDX-NAHY Series 33, 5 Year Index, 12/20/2024*		5.00			Quarterly		2.55		USD	632		61,559			(50,241	)		111,800
CDX-NAHY Series 34, 5 Year Index, 06/20/2025*		5.00			Quarterly		2.89		USD	1,893		176,337			53,238			123,099
CDX-NAHY Series 35, 5 Year Index, 12/20/2025*		5.00			Quarterly		3.09		USD	8,500		787,311			491,221			296,090
CDX-NAIG Series 28, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.34		USD	62,370		667,119			385,902			281,217
CDX-NAIG Series 32, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.51		USD	1,090		19,889			16,018			3,871
CDX-NAIG Series 34, 5 Year Index, 06/20/2025*		1.00			Quarterly		0.63		USD	8,580		150,560			26,340			124,220
CDX-NAIG Series 35, 5 Year Index, 12/20/2025*		1.00			Quarterly		0.56		USD	8,450		193,094			186,332			6,762
Federative Republic of Brazil 4.250%, 01/07/2025, 06/20/2025*		1.00			Quarterly		1.80		USD	346		(11,210	)		(23,116	)		11,906

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
iTraxxx Europe Series 27, 5 Year Index, 06/20/2022*		1.00	%		Quarterly		0.18	%	EUR	30,780	$	481,199		$	299,779		$	181,420
iTraxxx Europe Series 31, 5 Year Index, 06/20/2024*		1.00			Quarterly		0.38		EUR	2,240		61,038			48,722			12,316
iTraxxx Xover Series 34, 5 Year Index, 12/20/2025*		5.00			Quarterly		2.65		EUR	4,736		651,010			400,992			250,018
Republic of South Africa, 5.875%, 09/16/2025, 06/20/2025*		1.00			Quarterly		2.22		USD	297		(14,667	)		(34,002	)		19,335
											$	3,223,239		$	1,767,952		$	1,455,287

* Termination date

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Goldman Sachs International
CDX-CMBX.NA.BB Series 6, 05/11/2063*		(5.00	)%		Monthly		12.50	%	USD	865	$	372,594		$	279,144		$	93,450
JPMorgan Securities, LLC
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		(3.00	)		Monthly		12.50		USD	950		234,523			158,490			76,033
Sale Contracts
Citigroup Global Markets, Inc
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	26		(11,206	)		(12,773	)		1,567
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	1,645		(708,463	)		(280,743	)		(427,720	)
Credit Suisse International CDX-CMBX.NA.BB Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	4,472		(1,104,163	)		(430,110	)		(674,053	)

80    ^|    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, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00	%		Monthly		12.50	%	USD	2,500	$	(1,076,862	)	$	(435,826	)	$	(641,036	)
Goldman Sachs International
Avis Budget Car Rental LLC, 5.250%, 03/15/2025, 12/20/2023*		5.00			Quarterly		1.92		USD	50		4,704			1,811			2,893
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	5		(2,155	)		(2,453	)		298
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	5		(2,155	)		(2,453	)		298
JPMorgan Chase Bank, NA
Rolls-Royce PLC, 2.125%, 06/18/2021, 06/20/2025*		1.00			Quarterly		2.72		EUR	72		(5,955	)		(12,313	)		6,358
Rolls-Royce PLC, 2.125%, 06/18/2021, 06/20/2025*		1.00			Quarterly		2.72		EUR	68		(5,624	)		(11,563	)		5,939
Morgan Stanley & Co. International PLC
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	31		(13,362	)		(14,047	)		685
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	10		(4,310	)		(4,802	)		492
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	31		(13,362	)		(12,984	)		(378	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	30		(12,930	)		(12,491	)		(439	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	32		(13,793	)		(13,246	)		(547	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00			Monthly		12.50		USD	33		(14,224	)		(13,579	)		(645	)
											$	(2,376,743	)	$	(819,938	)	$	(1,556,805	)

* Termination date

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Payment Frequency Paid Received

Market Value

Upfront Premiums Paid (Received)

Unrealized Appreciation/ (Depreciation)

JPMorgan Chase Bank, NA

USD 10,100

01/14/2026

2.236%

CPI#

Maturity

$

63,794

$

– 0

–

$

63,794

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

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
MLABCOVL	LIBOR Plus 0.20%	Quarterly	USD	1,116		11/15/2021	$	19,777
MLABCOVL(1)	LIBOR Plus 0.20%	Quarterly	USD	14,049		01/18/2022		443,623
Barclays Bank PLC
Barclays Capital US Inflation Linked Bonds 1 to 10 Year	LIBOR Plus 0.001	Quarterly	USD	108,231		05/01/2021		(1,677,378	)
Citibank, NA
CGABROEC	LIBOR Plus 0.20%	Quarterly	USD	1,933		10/15/2021		9,969
CGABROEC	LIBOR Plus 0.20%	Quarterly	USD	919		10/15/2021		(12,081	)
Goldman Sachs International
Codemasters Group Holdings PLC	LIBOR Plus 0.35%	Monthly	GBP	889		01/05/2023		5,392
Codemasters Group Holdings PLC	LIBOR Plus 0.35%	Monthly	GBP	311		01/05/2023		1,886
Codemasters Group Holdings PLC	LIBOR Plus 0.35%	Monthly	GBP	71		01/05/2023		431
Codemasters Group Holdings PLC	LIBOR Plus 0.35%	Monthly	GBP	4		01/05/2023		38
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	316		01/05/2023		279
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	316		01/05/2023		279
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	276		01/05/2023		86
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	28		01/05/2023		9
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	1		01/05/2023		– 0	–
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	134		01/05/2023		(36	)
G4S PLC	LIBOR Plus 0.35%	Monthly	GBP	178		01/05/2023		(47	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Markit iBoxx EUR Contingent Convertible Liquid Developed Market AT1 TRI	EURIBOR	Quarterly/Maturity	EUR	521		03/22/2021	$	13,598
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	137		01/05/2023		118
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	202		01/05/2023		72
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	92		01/05/2023		18
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	2		01/05/2023		(3	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	213		01/05/2023		(18	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	19		01/05/2023		(20	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	428		01/05/2023		(22	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	17		01/05/2023		(25	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	131		01/05/2023		(119	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	273		01/05/2023		(120	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly	GBP	439		01/05/2023		(1,465	)
Russell 2000 Total Return Index	LIBOR Plus 0.05%	Quarterly	USD	10,695		05/17/2021		(347,261	)
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly	USD	340		01/05/2023		577
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly	USD	89		01/05/2023		71
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly	USD	34		01/05/2023		40
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly	USD	13		01/05/2023		4
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly	USD	0		01/05/2023		– 0	–
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	20		01/05/2023		(188	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	25		01/05/2023		(433	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	177		01/05/2023		(1,057	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	342		01/05/2023		(3,202	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	336		01/05/2023		(5,824	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly	EUR	362		01/05/2023		(7,850	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA
JPABJVAL(2)	LIBOR Plus 0.10%	Quarterly	JPY	280,943		02/15/2022	$	(107,262	)
JPQABEUV	EURIBOR Plus 0.15%	Quarterly	EUR	1,051		06/15/2021		(13,430	)
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly	GBP	373		08/12/2022		129,652
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly	GBP	137		08/12/2022		47,297
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly	GBP	119		08/12/2022		41,139
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly	GBP	97		08/12/2022		33,682
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly	GBP	62		08/12/2022		21,647
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	274		08/12/2022		7,185
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	278		08/12/2022		5,347
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	282		08/12/2022		3,124
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	275		08/12/2022		2,892
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	148		08/12/2022		1,534
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	139		08/12/2022		1,134
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	268		08/12/2022		1,009
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	105		08/12/2022		858
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	65		08/12/2022		705
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	62		08/12/2022		685
William Hill PLC	LIBOR Plus 0.40%	Monthly	GBP	11		08/12/2022		201
Morgan Stanley Capital Services LLC
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	258		01/27/2022		2,526
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	258		01/27/2022		2,526
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	48		01/27/2022		474
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	32		01/27/2022		316
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	32		01/27/2022		316
Applegreen PLC	EURIBOR Plus 0.50%	Monthly	EUR	8		01/27/2022		162
Bloomberg Commodity Index	0.120%	Annual	USD	48,189		03/15/2021		5,060,828

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	281		01/27/2022	$	4,252
Calisen PLC	LIBOR Plus 0.50%	Monthly	GBP	282		01/27/2022		4,175
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	140		01/27/2022		2,119
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	135		01/27/2022		2,039
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	65		01/27/2022		1,066
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	28		01/27/2022		483
Calisen PLC	LIBOR Plus 0.50%	Annual	GBP	9		01/27/2022		159
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	727		01/27/2022		6,177
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	297		01/27/2022		2,533
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	220		01/27/2022		1,866
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	31		01/27/2022		268
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	16		01/27/2022		134
IMImobile PLC	LIBOR Plus 0.50%	Monthly	GBP	16		01/27/2022		134
KOSPI 200 Futures	0.00%	Monthly	KRW	102,488		03/11/2021		(43	)
RTS Futures	0.00%	Monthly	USD	361		03/18/2021		5,633
RTS Futures	0.00%	Monthly	USD	809		03/18/2021		(29,591	)
RTS Futures	0.00%	Monthly	USD	2,742		03/18/2021		(94,927	)
Tikkurila Oyj	EURIBOR Plus 0.50%	Annual	EUR	622		01/27/2022		202,840
Tikkurila Oyj	EURIBOR Plus 0.50%	Monthly	EUR	294		01/27/2022		312
Pay Total Return on Reference Obligation
Goldman Sachs International
Analog Devices, Inc.	LIBOR Minus 0.29%	Monthly	USD	336		01/05/2023		3,678
Analog Devices, Inc.	LIBOR Plus 0.35%	Monthly	USD	2,523		01/05/2023		(628,497	)
GSABHVIP	LIBOR	Quarterly	USD	836		12/15/2021		(5,072	)
ICON PLC	LIBOR Minus 0.23%	Monthly	USD	395		01/05/2023		25,898
ICON PLC	LIBOR Minus 0.23%	Monthly	USD	328		01/05/2023		20,794
ICON PLC	LIBOR Minus 0.23%	Monthly	USD	41		01/05/2023		3,702
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	662		01/05/2023		35,441
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	233		01/05/2023		12,085

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	132		01/05/2023	$	8,964
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	130		01/05/2023		6,800
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	117		01/05/2023		6,339
Lumentum Holdings Inc.	LIBOR Minus 0.30%	Monthly	USD	59		01/05/2023		4,120
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly	USD	43		01/05/2023		2,232
Morgan Stanley Capital Services LLC	LIBOR Minus 0.31%	Monthly	USD	12		01/05/2023		(1,432	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.31%	Monthly	USD	163		01/05/2023		(13,235	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.29%	Monthly	USD	143		01/05/2023		(51,734	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.29%	Monthly	USD	257		01/05/2023		(87,660	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.29%	Monthly	USD	265		01/05/2023		(90,853	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.29%	Monthly	USD	358		01/05/2023		(115,878	)
Morgan Stanley Capital Services LLC	LIBOR Minus 0.29%	Monthly	USD	535		01/05/2023		(194,257	)
S&P 500 Total Return Index	LIBOR Plus 0.08%	Quarterly	USD	124,084		05/17/2021		3,899,131
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	40		01/27/2022		1,631
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	2		01/27/2022		48
Salesforce.com Inc.	LIBOR Minus 0.30%	Monthly	USD	57		01/05/2023		8,286
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	142		01/05/2023		7,000
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	153		01/05/2023		5,303
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	139		01/05/2023		4,154
Salesforce.com Inc.	LIBOR Minus 0.08%	Monthly	USD	42		01/05/2023		3,969
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	73		01/05/2023		3,961
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	142		01/05/2023		3,709
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	39		01/05/2023		1,991
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	67		01/05/2023		1,491
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly	USD	120		01/05/2023		(114	)
JPMorgan Chase Bank, NA
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	189		08/12/2022		13,121

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	62		08/12/2022	$	3,768
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	59		08/12/2022		3,487
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	60		08/12/2022		1,754
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	85		08/12/2022		37
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	3		08/12/2022		(605	)
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	15		08/12/2022		(2,035	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	11		08/12/2022		(2,062	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	91		08/12/2022		(7,269	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	119		08/12/2022		(9,050	)
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	93		08/12/2022		(10,177	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	58		08/12/2022		(11,358	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	248		08/12/2022		(18,344	)
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly	USD	136		08/12/2022		(18,475	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	243		08/12/2022		(47,019	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	385		08/12/2022		(74,638	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	470		08/12/2022		(90,210	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly	USD	974		08/12/2022		(188,445	)
Jazz Pharmaceuticals PLC	LIBOR Minus 0.31%	Monthly	USD	131		08/12/2022		(11,581	)
Marvell Technology Group Ltd.	LIBOR Minus 0.31%	Monthly	USD	143		08/12/2022		8,603
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	6		08/12/2022		(1,387	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	40		08/12/2022		(9,225	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	98		08/12/2022		(21,883	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	211		08/12/2022		(22,076	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	273		08/12/2022		(26,420	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	194		08/12/2022		(43,719	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	253		08/12/2022		(52,577	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	287		08/12/2022	$	(55,608	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly	USD	297		08/12/2022		(67,694	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	198		08/12/2022		3,488
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	144		08/12/2022		3,302
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	187		08/12/2022		2,728
S&P Global Inc.	LIBOR Minus 0.31%	Monthly	USD	367		08/12/2022		1,925
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	187		08/12/2022		1,799
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	30		08/12/2022		885
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	16		08/12/2022		221
S&P Global Inc.	LIBOR Minus 0.31%	Monthly	USD	89		08/12/2022		972
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	38		08/12/2022		(603	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	176		08/12/2022		(843	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	183		08/12/2022		(1,082	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	152		08/12/2022		(1,651	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	415		08/12/2022		(5,508	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	204		08/12/2022		(5,483	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly	USD	387		08/12/2022		(6,029	)
STERIS PLC	LIBOR Minus 0.30%	Monthly	USD	313		08/12/2022		30,782
STERIS PLC	LIBOR Minus 0.30%	Monthly	USD	290		08/12/2022		28,382
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	347		08/12/2022		15,368
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	202		08/12/2022		10,099
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	196		08/12/2022		9,047
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	181		08/12/2022		8,976
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	153		08/12/2022		8,209
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	112		08/12/2022		5,236
STERIS PLC	LIBOR Minus 0.30%	Monthly	USD	30		08/12/2022		3,259

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	36		08/12/2022	$	1,677
STERIS PLC	LIBOR Minus 0.31%	Monthly	USD	10		08/12/2022		1,048
Morgan Stanley Capital Services LLC
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual	USD	369		01/27/2022		31,630
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual	USD	13		01/27/2022		(936	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly	USD	735		01/27/2022		(16,299	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual	USD	362		01/27/2022		(32,676	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual	USD	318		01/27/2022		(36,653	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly	USD	842		01/27/2022		(50,884	)
AON PLC	LIBOR Minus 0.25%	Monthly	USD	70		01/27/2022		(18,091	)
AON PLC	LIBOR Minus 0.40%	Monthly	USD	91		01/27/2022		(26,242	)
AON PLC	LIBOR Minus 0.30%	Monthly	USD	87		01/27/2022		(27,378	)
AON PLC	LIBOR Minus 0.28%	Monthly	USD	115		01/27/2022		(31,803	)
AON PLC	LIBOR Minus 0.25%	Monthly	USD	196		01/27/2022		(38,573	)
AON PLC	LIBOR Minus 0.29%	Annual	USD	483		01/27/2022		(45,002	)
AON PLC	LIBOR Minus 0.25%	Monthly	USD	294		01/27/2022		(65,674	)
AON PLC	LIBOR Minus 0.28%	Monthly	USD	305		01/27/2022		(83,961	)
AON PLC	LIBOR Minus 1.10%	Monthly	USD	565		01/27/2022		(177,203	)
AON PLC	LIBOR Minus 0.40%	Monthly	USD	971		01/27/2022		(273,215	)
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	266		01/27/2022		16,610
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	167		01/27/2022		14,101
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	308		01/27/2022		11,192
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	160		01/27/2022		9,788
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	119		01/27/2022		5,808
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	121		01/27/2022		5,788
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	129		01/27/2022		5,067

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	85		01/27/2022	$	3,623
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	103		01/27/2022		2,717
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	31		01/27/2022		1,774
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	33		01/27/2022		1,469
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	42		01/27/2022		1,120
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	6		01/27/2022		172
AstraZeneca PLC	LIBOR Minus 0.21%	Annual	USD	7		01/27/2022		104
Diamondback Energy, Inc.	LIBOR Minus 0.29%	Annual	USD	7		01/27/2022		(1,341	)
Diamondback Energy, Inc.	LIBOR Minus 0.29%	Annual	USD	7		01/27/2022		(1,409	)
Huntington Bancshares Inc.	LIBOR Minus 0.29%	Annual	USD	49		01/27/2022		(9,286	)
iBovespa Futures	0.00%	Monthly	BRL	8,898		04/14/2021		87,992
iBovespa Futures	0.00%	Monthly	BRL	3,625		04/14/2021		55,718
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	244		01/27/2022		45,421
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	145		01/27/2022		41,172
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	137		01/27/2022		39,989
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	133		01/27/2022		36,668
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	219		01/27/2022		33,248
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	132		01/27/2022		32,644
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	123		01/27/2022		28,675
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	100		01/27/2022		24,983
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	74		01/27/2022		22,342
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	105		01/27/2022		21,454
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	61		01/27/2022		18,625
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	86		01/27/2022		15,862
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	48		01/27/2022		14,522
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	44		01/27/2022		13,249
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	77		01/27/2022		11,983

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	35		01/27/2022	$	10,195
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	70		01/27/2022		10,042
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	38		01/27/2022		9,891
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	16		01/27/2022		3,424
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	11		01/27/2022		3,255
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	12		01/27/2022		2,911
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	12		01/27/2022		2,680
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	7		01/27/2022		1,485
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	7		01/27/2022		1,476
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual	EUR	3		01/27/2022		722
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly	EUR	2		01/27/2022		(15	)
MSABHOWN	LIBOR Minus 0.30%	Maturity	USD	734		05/17/2021		25,422
Swiss Market Index Futures	0.00%	Monthly	CHF	105		03/19/2021		2,633
Teledyne Technologies Inc.	LIBOR Minus 0.29%	Annual	USD	239		01/27/2022		8,004
Teledyne Technologies Inc.	LIBOR Minus 0.29%	Annual	USD	190		01/27/2022		(926	)
Teledyne Technologies Inc.	LIBOR Minus 0.29%	Annual	USD	555		01/27/2022		(6,514	)
Teledyne Technologies Inc.	LIBOR Minus 0.29%	Annual	USD	299		01/27/2022		(7,433	)
							$	5,816,542

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
FTSE 100 Index 05/21/2021*		25.10	%		Maturity	GBP	1	$	5,361		$	–	0 –	$	5,361
JPMorgan Chase Bank, NA
Nikkei 225 Index 05/21/2021*		26.90			Maturity	JPY	83		113,960			–	0 –		113,960
UBS AG
S&P/ASX 200 Index 05/20/2021*		22.72			Maturity	AUD	3		178,125			–	0 –		178,125
USD/JPY 09/30/2021*		7.85			Maturity	USD	94		(99,655	)		–	0 –		(99,655	)

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

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)
Sale Contracts
Credit Suisse International
Nasdaq 100 Stock Index 03/19/2021*		28.00	%		Maturity	USD	1	$	(286,327	)	$	– 0	–	$	(286,327	)
Goldman Sachs Bank USA
USD/JPY 09/30/2021*		7.20			Maturity	USD	82		23,704			– 0	–		23,704
Goldman Sachs International
Nikkei 225 Index 03/12/2021*		22.31			Maturity	JPY	86		(309,548	)		– 0	–		(309,548	)
JPMorgan Chase Bank, NA
Russell 2000 Index 03/19/2021*		32.45			Maturity	USD	1		(195,720	)		– 0	–		(195,720	)
UBS AG
S&P/ASX 200 Index 03/18/2021*		19.66			Maturity	AUD	1		(78,079	)		– 0	–		(78,079	)
								$	(648,179	)	$	– 0	–	$	(648,179	)

* Termination date

** Principal amount less than 500.

(a) Non-income producing security.

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

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2021, the aggregate market value of these securities amounted to $58,068,594 or 9.0% of net assets.

(d) Fair valued by the Adviser.

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

(f) Restricted and illiquid security.

Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
CHC Group LLC		04/26/2017	$	192,579	$	4,327		0.00	%

(g) Defaulted matured security.

(h) 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, 2021.

(i) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.00% of net assets as of February 28, 2021, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
Digicel Group 0.5 Ltd. 7.00%, 03/15/2021		10/01/2020	$	803		$	5,433			0.00	%
Exide Technologies (Exchange Priority) 11.00%, 10/31/2024		06/21/2019		– 0	–		– 0	–		0.00	%
Exide Technologies (First Lien) 11.00%, 10/31/2024		06/21/2019		17,967			– 0	–		0.00	%

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value			Percentage of Net Assets
K2016470219 South Africa Ltd. 3.00%, 12/31/2022		04/26/2017	$	21,734	$	– 0	–		0.00	%
K2016470260 South Africa Ltd. 25.00%, 12/31/2022		04/26/2017		21,076		– 0	–		0.00	%
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018		04/26/2017		15		– 0	–		0.00	%
Terraform Global Operating LLC 6.125%, 03/01/2026		02/08/2018		12,000		12,367			0.00	%
Tonon Luxembourg SA 6.50%, 10/31/2024		04/26/2017		2,770		155			0.00	%
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018		04/26/2017		33,435		4,737			0.00	%

(j) Convertible security.

(k) Defaulted.

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

(m) 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.

(n) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 28, 2021.

(o) The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at February 28, 2021.

(p) This position or a portion of this position represents an unsettled loan purchase. The coupon rate will be determined at the time of settlement and will be based upon the London-Interbank Offered Rate (“LIBOR”) plus a premium which was determined at the time of purchase.

(q) Affiliated investments.

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

Currency Abbreviations:   AUD – Australian Dollar BRL – Brazilian Real CAD – Canadian Dollar CHF – Swiss Franc CLP – Chilean Peso CNY – Chinese Yuan Renminbi COP – Colombian Peso CZK – Czech Koruna EUR – Euro GBP – Great British Pound HKD – Hong Kong Dollar HUF – Hungarian Forint IDR – Indonesian Rupiah ILS – Israeli Shekel INR – Indian Rupee JPY – Japanese Yen KRW – South Korean Won MXN – Mexican Peso MYR – Malaysian Ringgit NOK – Norwegian Krone NZD – New Zealand Dollar PEN – Peruvian Sol PHP – Philippine Peso PLN – Polish Zloty RUB – Russian Ruble SEK – Swedish Krona SGD – Singapore Dollar THB – Thailand Baht TRY – Turkish Lira TWD – New Taiwan Dollar USD – United States Dollar ZAR – South African Rand

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

BTP – Buoni del Tesoro Poliennali

CBT – Chicago Board of Trade

CDI – Brazil CETIP Interbank Deposit Rate

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

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

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

CLO – Collateralized Loan Obligations

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

ETS – Emission Trading Scheme

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

KOSPI – Korea Composite Stock Price Index

LIBOR – London Interbank Offered Rate

MSCI – Morgan Stanley Capital International

NIBOR – Norwegian Interbank Offered Rate

OMXS – Stockholm Stock Exchange

OSE – Osaka Securities Exchange

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

SGX – Singapore Exchange

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

(1) The following table represents the 50 largest equity basket holdings underlying the total return swap with MLABCOVL as of February 28, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Kohl’s Corp.		10,221	$	564,690		4.0	%
Forward Air Corp.		6,489		556,588		4.0	%
Knight-Swift Transportation Holdings, Inc.		12,833		554,389		3.9	%
ManpowerGroup, Inc.		5,755		543,543		3.9	%
UniFirst Corp.		2,207		534,685		3.8	%
Vail Resorts, Inc.		1,700		525,606		3.7	%
Insperity, Inc.		5,899		523,233		3.7	%
Sonoco Products Co.		8,729		519,995		3.7	%
Union Pacific Corp.		2,498		514,462		3.7	%
Graham Holdings Co.		800		480,627		3.4	%
Choice Hotels International, Inc.		4,504		472,380		3.4	%
TEGNA, Inc.		20,926		381,488		2.7	%
John Wiley & Sons, Inc.		7,139		376,059		2.7	%
CVS Health Corp.		4,837		329,531		2.3	%
Sirius XM Holdings, Inc.		51,117		299,032		2.1	%
Valero Energy Corp.		3,860		297,170		2.1	%
HollyFrontier Corp.		7,462		282,646		2.0	%
Phillips 66		3,280		272,426		1.9	%

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
Pioneer Natural Resources Co.		1,729	$	256,863		1.8	%
Unum Group		6,532		172,958		1.2	%
Lincoln National Corp.		2,817		160,192		1.1	%
Kimco Realty Corp.		8,721		159,854		1.1	%
Regency Centers Corp.		2,890		158,320		1.1	%
Constellation Brands, Inc.		732		156,711		1.1	%
Ventas, Inc.		2,824		149,392		1.1	%
Simon Property Group, Inc.		1,306		147,440		1.0	%
PepsiCo., Inc.		1,130		146,015		1.0	%
Brown-Forman Corp.		2,013		144,073		1.0	%
Vornado Realty Trust		3,335		143,204		1.0	%
Welltower, Inc.		2,105		142,903		1.0	%
Prudential Financial, Inc.		1,604		139,099		1.0	%
Manulife Financial Corp.		6,645		132,372		0.9	%
Walgreens Boots Alliance, Inc.		2,719		130,310		0.9	%
Realty Income Corp.		2,138		128,814		0.9	%
Citigroup, Inc.		1,953		128,656		0.9	%
Boston Properties, Inc.		1,294		128,309		0.9	%
Weyerhaeuser Co.		3,649		123,583		0.9	%
Anheuser-Busch InBev SA		2,126		122,751		0.9	%
AvalonBay Communities, Inc.		687		120,816		0.9	%
First Horizon Corp.		7,313		118,470		0.8	%
Equity Residential		1,777		116,261		0.8	%
Fifth Third Bancorp		3,296		114,330		0.8	%
Mid-America Apartment Communities, Inc.		848		114,312		0.8	%
Principal Financial Group, Inc.		2,018		114,173		0.8	%
Essex Property Trust, Inc.		431		109,929		0.8	%
United Bankshares, Inc.		2,932		108,353		0.8	%
Extra Space Storage, Inc.		825		103,666		0.7	%
Bank of New York Mellon Corp.		2,408		101,524		0.7	%
Reinsurance Group of America, Inc.		820		100,174		0.7	%
Franklin Resources, Inc.		3,640		95,272		0.7	%
Other Long		37,280		1,731,666		12.3	%

(2) The following table represents the 50 largest equity basket holdings underlying the total return swap with JPABJVAL as of February 28, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Hitachi, Ltd.		1,905	JPY	9,286,673		3.3	%
KDDI Corp.		2,817		9,267,580		3.3	%
SoftBank Corp.		5,024		7,239,721		2.6	%
Nippon Yusen KK		2,297		7,017,481		2.5	%
Sony Corp.		614		6,828,726		2.4	%
Japan Tobacco, Inc.		3,543		6,820,205		2.4	%
Daito Trust Construction Co., Ltd.		575		6,785,722		2.4	%
NEC Corp.		1,147		6,650,330		2.4	%
T&D Holdings, Inc.		4,612		6,623,174		2.4	%
Asahi Kasei Corp.		5,722		6,557,615		2.3	%
SCSK Corp.		1,045		6,550,001		2.3	%
Sumitomo Dainippon Pharma Co., Ltd.		3,822		6,432,571		2.3	%

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    95

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
United Urban Investment Corp.		44		6,417,127		2.3	%
Lida Group Holdings Co., Ltd.		2,656		6,405,142		2.3	%
Yamaha Motor Co., Ltd.		2,748	JPY	6,373,007		2.3	%
Hoya Corp.		525		6,355,690		2.3	%
Taisei Corp.		1,692		6,351,911		2.3	%
Nitto Denko Corp.		696		6,328,842		2.3	%
Kao Corp.		877		6,266,281		2.2	%
Resona Holdings, Inc.		14,600		6,244,210		2.2	%
Amada Co., Ltd.		4,819		6,221,001		2.2	%
Shionogi & Co., Ltd.		1,149		6,219,719		2.2	%
Japan Post Insurance Co., Ltd.		2,636		5,744,180		2.0	%
NGK Spark Plug Co., Ltd.		3,182		5,733,787		2.0	%
Kurita Water Industries, Ltd.		1,317		5,675,805		2.0	%
Capcom Co., Ltd.		863		5,589,302		2.0	%
Chubu Electric Power Co., Inc.		4,185		5,471,444		1.9	%
Toyota Motor Corp.		680		5,357,534		1.9	%
SG Holdings Co., Ltd.		2,186		5,350,145		1.9	%
Brother Industries, Ltd.		2,505		5,243,214		1.9	%
Shimamura Co., Ltd.		489		5,184,364		1.8	%
Advantest Corp.		585		5,121,238		1.8	%
Lion Corp.		2,434		4,980,115		1.8	%
Azbil Corp.		1,034		4,676,703		1.7	%
Fuji Electric Co., Ltd.		1,016		4,488,963		1.6	%
Otsuka Holdings Co., Ltd.		1,016		4,290,586		1.5	%
McDonald’s Holdings Co./(Japan)		737		3,888,786		1.4	%
Orix JREIT, Inc.		20		3,577,275		1.3	%
SoftBank Group Corp.		360		3,559,086		1.3	%
Toho Gas Co., Ltd.		558		3,491,987		1.2	%
AGC, Inc.		882		3,441,535		1.2	%
Toyota Tsusho Corp.		770		3,433,896		1.2	%
Calbee, Inc.		1,153		3,227,546		1.1	%
Nippon Express Co., Ltd.		404		3,197,583		1.1	%
Persol Holdings Co., Ltd.		1,427		3,007,454		1.1	%
Ajinomoto Co., Inc.		1,399		2,964,616		1.1	%
Teijin, Ltd.		1,499		2,743,788		1.0	%
ZOZO, Inc.		717		2,388,777		0.9	%
Suzuken Co., Ltd./Aichi Japan		575		2,336,072		0.8	%
Lixil Corp.		771		2,301,864		0.8	%
Other Long		8,215		15,237,000		5.4	%

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

February 28, 2021 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $423,318,509)	$	487,935,031	(a)
Affiliated issuers (cost $151,725,570—including investment of cash collateral for securities loaned of $3,831,960)		151,725,570
Cash		43,978
Cash collateral due from broker		18,901,761
Foreign currencies, at value (cost $2,909,374)		2,893,253
Unrealized appreciation on total return swaps		11,072,246
Receivable for investment securities sold and foreign currency transactions		4,500,222
Unrealized appreciation on forward currency exchange contracts		3,567,447
Unaffiliated interest and dividends receivable		1,767,207
Receivable for variation margin on centrally cleared swaps		854,094
Market value on credit default swaps (net premiums paid $439,445)		611,821
Unrealized appreciation on variance swaps		321,150
Receivable for shares of beneficial interest sold		69,251
Unrealized appreciation on inflation swaps		63,794
Affiliated dividends receivable		1,337
Total assets		684,328,162
Liabilities
Payable for investment securities purchased and foreign currency transactions		11,047,819
Cash collateral due to broker		7,772,202
Unrealized depreciation on total return swaps		5,255,704
Payable for collateral received on securities loaned		3,831,960
Unrealized depreciation on forward currency exchange contracts		3,150,815
Market value on credit default swaps (net premiums received $1,259,383)		2,988,564
Unrealized depreciation on variance swaps		969,329
Payable for variation margin on futures		685,461
Payable for shares of beneficial interest redeemed		549,430
Advisory fee payable		272,298
Distribution fee payable		124,108
Transfer Agent fee payable		61,176
Payable for terminated total return swaps		57,378
Payable for terminated credit default swaps		19,643
Payable for terminated centrally cleared credit default swaps		19,079
Trustees’ fees payable		6,084
Payable for newly entered centrally cleared interest rate swaps		1,126,359
Accrued expenses and other liabilities		332,898
Total liabilities		38,270,307
Net Assets	$	646,057,855
Composition of Net Assets
Shares of beneficial interest, at par	$	400
Additional paid-in capital		575,366,611
Distributable earnings		70,690,844
	$	646,057,855

(a) Includes securities on loan with a value of $6,853,010 (see Note E).

See notes to consolidated financial statements.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    97

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	$	538,048,265		33,298,408	$	16.16	*
C	$	18,976,721		1,185,321	$	16.01
Advisor	$	77,863,795		4,773,434	$	16.31
R	$	3,358,359		209,584	$	16.02
K	$	7,516,377		466,950	$	16.10
I	$	294,338		17,851	$	16.49

* The maximum offering price per share for Class A shares was $16.88 which reflects a sales charge of 4.25%.

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF OPERATIONS

Six Months Ended February 28, 2021 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $78,415)	$	2,751,097
Affiliated issuers		20,361
Interest (net of foreign taxes withheld of $5,520)		2,409,902
Securities lending income		92,041
Other income		2,399		$	5,275,800
Expenses
Advisory fee (see Note B)		1,764,603
Distribution fee—Class A		666,327
Distribution fee—Class C		102,465
Distribution fee—Class R		8,043
Distribution fee—Class K		9,301
Transfer agency—Class A		260,232
Transfer agency—Class C		10,580
Transfer agency—Advisor Class		37,656
Transfer agency—Class R		4,212
Transfer agency—Class K		7,509
Transfer agency—Class I		171
Custody and accounting		218,721
Audit and tax		59,458
Printing		55,958
Registration fees		46,449
Legal		19,503
Trustees’ fees		13,328
Miscellaneous		38,512
Total expenses		3,323,028
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(59,420	)
Net expenses					3,263,608
Net investment income					2,012,192
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)					51,908,671
Forward currency exchange contracts					(251,878	)
Futures					10,224,528
Swaps					136,071
Foreign currency transactions					(329,493	)
Net change in unrealized appreciation/depreciation of:
Investments(b)					(8,658,041	)
Forward currency exchange contracts					840,519
Futures					(6,164,128	)
Swaps					(1,346,357	)
Foreign currency denominated assets and liabilities					(3,151	)
Net gain on investment and foreign currency transactions					46,356,741
Net Increase in Net Assets from Operations				$	48,368,933

(a) Net of foreign capital gains taxes of $43,313.

(b) Net of decrease in accrued foreign capital gains taxes of $15,856.

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	2,012,192		$	8,118,187
Net realized gain (loss) on investment and foreign currency transactions		61,687,899			(39,734,102	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(15,331,158	)		38,551,348
Contributions from Affiliates (see Note B)		– 0	–		13,090
Net increase in net assets from operations		48,368,933			6,948,523
Distributions to Shareholders
Class A		(15,587,969	)		(16,836,692	)
Class C		(391,667	)		(679,299	)
Advisor Class		(2,421,226	)		(2,608,100	)
Class R		(83,732	)		(83,171	)
Class K		(206,196	)		(296,351	)
Class I		(8,700	)		(8,115	)
Transactions in Shares of Beneficial Interest
Net decrease		(23,181,363	)		(65,423,089	)
Proceeds from third party vendor (see Note F)		– 0	–		13,089
Total increase (decrease)		6,488,080			(78,973,205	)
Net Assets
Beginning of period		639,569,775			718,542,980
End of period	$	646,057,855		$	639,569,775

See notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

February 28, 2021 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB All Market Total Return Portfolio (the “Fund”). As part of the Fund’s investment strategy, the Fund seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund is the sole shareholder of the Subsidiary and it is intended that the Fund will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of February 28, 2021, net assets of the Fund were $646,057,855, of which $19,419,656, or approximately 3%, represented the Fund’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

respect to its distribution plan. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2. Fair Value Measurements

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

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

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

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2021:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	84,008,246		$	16,929,509		$	– 0	–	$	100,937,755
Health Care		52,204,306			12,443,375			0	(a)		64,647,681
Financials		36,703,498			16,222,464			– 0	–		52,925,962
Consumer Discretionary		32,247,547			13,398,164			132,127	(a)		45,777,838
Industrials		22,618,196			10,648,151			– 0	–		33,266,347
Communication Services		22,027,745			4,122,004			– 0	–		26,149,749
Consumer Staples		5,111,895			7,568,298			113,286			12,793,479
Materials		6,284,787			3,872,595			0	(a)		10,157,382
Utilities		5,565,198			1,797,614			– 0	–		7,362,812
Energy		2,252,301			2,163,070			6,154	(a)		4,421,525
Real Estate		3,012,062			1,134,158			– 0	–		4,146,220
Corporates – Non-Investment Grade		– 0	–		36,998,776			10,336	(a)		37,009,112
Investment Companies		36,129,206			– 0	–		– 0	–		36,129,206
Emerging Markets – Sovereigns		– 0	–		11,397,537			– 0	–		11,397,537
Governments – Treasuries		– 0	–		10,043,585			– 0	–		10,043,585
Corporates – Investment Grade		– 0	–		9,111,016			– 0	–		9,111,016
Bank Loans		– 0	–		4,301,987			1,139,520			5,441,507
Collateralized Mortgage Obligations		– 0	–		4,683,455			– 0	–		4,683,455
Emerging Markets – Corporate Bonds		– 0	–		4,265,980			155	(a)		4,266,135
Collateralized Loan Obligations		– 0	–		1,844,409			– 0	–		1,844,409
Quasi-Sovereigns		– 0	–		1,327,685			– 0	–		1,327,685
Asset-Backed Securities		– 0	–		984,257			– 0	–		984,257
Commercial Mortgage-Backed Securities		– 0	–		387,656			– 0	–		387,656
Governments – Sovereign Bonds		– 0	–		224,250			– 0	–		224,250
Emerging Markets – Treasuries		– 0	–		221,275			– 0	–		221,275
Preferred Stocks		118,570			– 0	–		90,968			209,538
Warrants		42,738			– 0	–		24,902	(a)		67,640
Mortgage Pass-Throughs		– 0	–		119			– 0	–		119
Short-Term Investments:
Investment Companies		147,893,610			– 0	–		– 0	–		147,893,610
U.S. Treasury Bills		– 0	–		1,999,899			– 0	–		1,999,899
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		3,831,960			– 0	–		– 0	–		3,831,960
Total Investments in Securities		460,051,865			178,091,288			1,517,448			639,660,601

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Investments in Securities:

Level 1

Level 2

Level 3

Total

Other Financial Instruments(b):

Assets:

Futures

$

7,234,789

$

337,625

$

– 0

–

$

7,572,414

(c)

Forward Currency Exchange Contracts

– 0

–

3,567,447

– 0

–

3,567,447

Centrally Cleared Interest Rate Swaps

– 0

–

1,239,269

– 0

–

1,239,269

(c)

Centrally Cleared Credit Default Swaps

– 0

–

3,348,197

– 0

–

3,348,197

(c)

Credit Default Swaps

– 0

–

611,821

– 0

–

611,821

Inflation (CPI) Swaps

– 0

–

63,794

– 0

–

63,794

Total Return Swaps

– 0

–

11,072,246

– 0

–

11,072,246

Variance Swaps

– 0

–

321,150

– 0

–

321,150

Liabilities:

Futures

(6,306,421

)

(261,274

)

– 0

–

(6,567,695

)(c)

Forward Currency Exchange Contracts

– 0

–

(3,150,815

)

– 0

–

(3,150,815

)

Centrally Cleared Interest Rate Swaps

– 0

–

(2,293,680

)

– 0

–

(2,293,680

)(c)

Centrally Cleared Credit Default Swaps

– 0

–

(124,958

)

– 0

–

(124,958

)(c)

Credit Default Swaps

– 0

–

(2,988,564

)

– 0

–

(2,988,564

)

Total Return Swaps

– 0

–

(5,255,704

)

– 0

–

(5,255,704

)

Variance Swaps

– 0

–

(969,329

)

– 0

–

(969,329

)

Total

$

460,980,233

$

183,608,513

$

1,517,448

$

646,106,194

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

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment

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NOTES TO CONSOLIDATED 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.

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

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. Investment transactions are accounted for on the date the securities are purchased or sold. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

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

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $92,827 for the six months ended February 28, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $2,613 from the sale of Class A shares and received $376 and $781 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. 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, 2021, such waiver amounted to $58,470.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2021 is as follows:

Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/28/21 (000)		Dividend Income (000)
Government Money Market Portfolio	$	110,385	$	239,324	$	201,815	$	147,894	$	20
Government Money Market Portfolio*		7,426		83,613		87,207		3,832		1
Total							$	151,726	$	21

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

During the year ended August 31, 2020, the Adviser reimbursed the Fund $13,090 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining

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Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Plan

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

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class.

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The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	297,895,540	$	357,312,919
U.S. government securities		3,740,137		5,934,177

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	$	96,818,951
Gross unrealized depreciation		(27,856,739	)
Net unrealized appreciation	$	68,962,212

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the consolidated

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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, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

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During the six months ended February 28, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

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

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by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

The Fund may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties. The Fund’s maximum payment for written put swaptions equates to the notional amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the six months ended February 28, 2021, the Fund held written options for hedging and non-hedging purposes.

During the six months ended February 28, 2021, the Fund held purchased swaptions for hedging and non-hedging purposes.

• Swaps

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

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the

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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 over the counter (“OTC”) swaps are recognized as cost or proceeds on the consolidated statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the consolidated statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the consolidated statement of operations.

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

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the consolidated statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared

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swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest 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, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

During the six months ended February 28, 2021, the Fund held inflation (CPI) swaps for hedging and non-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.

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

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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, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the six months ended February 28, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

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

During the six months ended February 28, 2021, the Fund held variance swaps for hedging and non-hedging purposes.

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

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the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

During the six months ended February 28, 2021, 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	$	1,850,884	*	Receivable/Payable for variation margin on futures	$	5,501,558	*
Equity contracts	Receivable/Payable for variation margin on futures		5,721,530	*	Receivable/Payable for variation margin on futures		1,066,137	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		1,496,064	*	Receivable/Payable for variation margin on centrally cleared swaps		40,777	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		192,456	*	Receivable/Payable for variation margin on centrally cleared swaps		2,398,756	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		3,567,447		Unrealized depreciation on forward currency exchange contracts		3,150,815
Interest rate contracts	Unrealized appreciation on inflation swaps		63,794

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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
Credit contracts	Market value on credit default swaps	$	611,821	Market value on credit default swaps	$	2,988,564
Interest contracts				Unrealized depreciation on total return swaps		1,677,378
Credit contracts	Unrealized appreciation on total return swaps		13,598
Commodity contracts	Unrealized appreciation on total return swaps		5,060,828
Equity contracts	Unrealized appreciation on total return swaps		5,997,820	Unrealized depreciation on total return swaps		3,578,326
Foreign currency contracts	Unrealized appreciation on variance swaps		23,704	Unrealized depreciation on variance swaps		99,655
Equity contracts	Unrealized appreciation on variance swaps		297,446	Unrealized depreciation on variance swaps		869,674
Total		$	24,897,392		$	21,371,640

* 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	$	(6,452,368	)	$	(4,199,498	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		19,300,442			(1,964,630	)

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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)
Commodity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(2,623,546	)	$	– 0	–
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(251,878	)		840,519
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		1,722			(2,467	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,854,464			(3,585,510	)
Commodity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		9,507,580			(1,340,602	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(47,348	)		(66,178	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,668,417			(906,553	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(13,847,042	)		4,552,486
Total		$	10,110,443		$	(6,672,433	)

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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, 2021:

Futures:
Average notional amount of buy contracts	$	515,785,524
Average notional amount of sale contracts	$	151,593,915
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	178,940,472
Average principal amount of sale contracts	$	230,759,877
Purchased Swaptions:
Average notional amount	$	584,400	(a)
Options Written:
Average notional amount	$	1,722,000	(b)
Inflation Swaps:
Average notional amount	$	16,620,000	(c)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	79,428,274
Credit Default Swaps:
Average notional amount of buy contracts	$	1,815,000
Average notional amount of sale contracts	$	9,372,407
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	2,214,329
Average notional amount of sale contracts	$	136,999,852
Total Return Swaps:
Average notional amount	$	369,343,827
Variance Swaps:
Average notional amount	$	9,316,304

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

(b) Positions were open for one month 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, 2021. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

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AB All Market Total Return Portfolio

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Australia and New Zealand Banking Group Ltd.	$	6,041	$	(2,678	)	$	– 0	–	$	– 0	–	$	3,363
Bank of America, NA		514,062		(55,169	)		(458,893	)		– 0	–		– 0	–
Barclays Bank PLC		1,027,241		(1,027,241	)		– 0	–		– 0	–		– 0	–
BNP Paribas SA		189,638		(130,546	)		– 0	–		– 0	–		59,092
Citibank, NA/ Citigroup Global Markets, Inc		196,245		(196,245	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		154,600		(154,600	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		137,672		(137,672	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/Goldman Sachs International		4,864,102		(2,075,137	)		(474,202	)		– 0	–		2,314,763
HSBC Bank USA		69,361		(35,025	)		– 0	–		– 0	–		34,336
JPMorgan Chase Bank, NA/JPMorgan Securities, LLC		962,474		(962,474	)		– 0	–		– 0	–		– 0	–
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		1,119,537		(1,119,537	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		92,454		(92,454	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		378,704		(261,993	)		– 0	–		– 0	–		116,711
State Street Bank & Trust Co.		132,669		(132,669	)		– 0	–		– 0	–		– 0	–
UBS AG		730,830		(730,830	)		– 0	–		– 0	–		– 0	–
Total	$	10,575,630	$	(7,114,270	)	$	(933,095	)	$	– 0	–	$	2,528,265	^
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Australia and New Zealand Banking Group Ltd.	$	2,678	$	(2,678	)	$	– 0	–	$	– 0	–	$	– 0	–
Bank of America, NA		55,169		(55,169	)		– 0	–		– 0	–		– 0	–
Barclays Bank PLC		2,225,025		(1,027,241	)		(1,197,784	)		– 0	–		– 0	–
BNP Paribas SA		130,546		(130,546	)		– 0	–		– 0	–		– 0	–
Citibank, NA/Citigroup Global Markets, Inc		948,310		(196,245	)		– 0	–		(752,065	)		– 0	–

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Credit Suisse International	$	1,496,905	$	(154,600	)	$	(330,000	)	$	(1,012,305	)	$	– 0	–
Deutsche Bank AG		1,240,882		(137,672	)		– 0	–		(912,632	)		190,578
Goldman Sachs Bank USA/Goldman Sachs International		2,075,137		(2,075,137	)		– 0	–		– 0	–		– 0	–
HSBC Bank USA		35,025		(35,025	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank, NA/JPMorgan Securities, LLC		1,357,845		(962,474	)		– 0	–		(395,371	)		– 0	–
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		1,345,080		(1,119,537	)		(225,543	)		– 0	–		– 0	–
Natwest Markets PLC		176,026		(92,454	)		– 0	–		– 0	–		83,572
Standard Chartered Bank		261,993		(261,993	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		267,800		(132,669	)		– 0	–		– 0	–		135,131
UBS AG		745,991		(730,830	)		– 0	–		– 0	–		15,161
Total	$	12,364,412	$	(7,114,270	)	$	(1,753,327	)	$	(3,072,373	)	$	424,442	^

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

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

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

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Morgan Stanley Capital Services LLC	$	5,060,828	$	– 0	–	$	(5,060,828	)	$	– 0	–	$	– 0	–
Total	$	5,060,828	$	– 0	–	$	(5,060,828	)	$	– 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Currency Transactions

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

NOTE E

Securities Lending

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

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

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2021 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of  Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	6,853,010	$	3,831,960	$	3,316,922	$	90,547	$	1,494	$	950

* As of February 28, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

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

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class A
Shares sold		213,371			622,360		$	3,400,915		$	9,358,148
Shares issued in reinvestment of dividends		877,313			967,561			13,940,496			15,229,411
Shares converted from Class B		– 0	–		283,623			– 0	–		4,520,626
Shares converted from Class C		259,969			630,784			4,067,773			9,440,569
Shares redeemed		(2,395,005	)		(5,154,462	)		(38,125,941	)		(76,766,552	)
Net decrease		(1,044,352	)		(2,650,134	)	$	(16,716,757	)	$	(38,217,798	)
Class B
Shares sold		– 0	–		4,704		$	– 0	–	$	73,542
Shares converted to Class A		– 0	–		(285,587	)		– 0	–		(4,520,626	)
Shares redeemed		– 0	–		(5,416	)		– 0	–		(85,024	)
Net decrease		– 0	–		(286,299	)	$	– 0	–	$	(4,532,108	)
Class C
Shares sold		24,052			90,051		$	374,803		$	1,347,759
Shares issued in reinvestment of dividends		22,012			38,020			347,117			592,745
Shares converted to Class A		(263,662	)		(639,837	)		(4,067,773	)		(9,440,569	)
Shares redeemed		(120,166	)		(410,112	)		(1,884,051	)		(5,953,201	)
Net decrease		(337,764	)		(921,878	)	$	(5,229,904	)	$	(13,453,266	)
Advisor Class
Shares sold		364,609			716,344		$	5,889,333		$	10,900,093
Shares issued in reinvestment of dividends		124,470			136,144			1,996,503			2,161,969
Shares redeemed		(555,643	)		(1,256,049	)		(9,024,646	)		(18,567,221	)
Net decrease		(66,564	)		(403,561	)	$	(1,138,810	)	$	(5,505,159	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class R
Shares sold		18,579			21,684		$	292,590		$	323,497
Shares issued in reinvestment of dividends		5,306			5,318			83,732			83,171
Shares redeemed		(16,208	)		(91,412	)		(253,648	)		(1,393,994	)
Net increase (decrease)		7,677			(64,410	)	$	122,674		$	(987,326	)
Class K
Shares sold		14,508			67,213		$	228,864		$	1,005,825
Shares issued in reinvestment of dividends		13,017			18,900			206,194			296,349
Shares redeemed		(41,877	)		(265,800	)		(664,258	)		(4,049,331	)
Net decrease		(14,352	)		(179,687	)	$	(229,200	)	$	(2,747,157	)
Class I
Shares sold		250			918		$	4,073		$	14,197
Shares issued in reinvestment of dividends		440			409			7,135			6,558
Shares redeemed		(35	)		(66	)		(574	)		(1,030	)
Net increase		655			1,261		$	10,634		$	19,725

During the year ended August 31, 2020, a third party vendor reimbursed the Fund $13,089 for losses incurred due to a trade entry error. This amount is presented in the Fund’s consolidated statement of changes in net assets.

NOTE G

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), 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, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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

High Yield Debt Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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

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

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

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

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

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

other investments held by the Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and, unless otherwise noted in the Fund’s prospectus, is not subject to all of the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are managed by the Adviser, making it unlikely the Subsidiary will take actions contrary to the interests of the Fund or its shareholders. In addition, changes in federal tax laws applicable to the Fund or interpretations thereof could limit the Fund’s ability to gain exposure to commodities investments through investments in the Subsidiary.

Short 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.

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the consolidated statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2021.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2021 will be determined at the end of the current fiscal year. The tax

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character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	16,217,686	$	– 0	–
Net long-term capital gains		4,294,042		– 0	–
Total taxable distributions paid	$	20,511,728	$	– 0	–

As of August 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	337,946
Accumulated capital and other losses		(29,123,439	)(a)
Unrealized appreciation/(depreciation)		61,540,309	(b)
Total accumulated earnings/(deficit)	$	32,754,816	(c)

(a) As of August 31, 2020, the Fund had a net capital loss carryforward of $28,482,558. As of August 31, 2020, the cumulative deferred loss on straddles was $640,881.

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

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses.

As of August 31, 2020, the Fund had a net short-term capital loss carryforward of $28,482,558, which may be carried forward for an indefinite period.

NOTE J

Subsequent Events

As of February 28, 2021, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of their original purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares after eight years instead of ten years.

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 other 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, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.44			$  15.65			$  14.78			$  14.71			$  13.85			$  13.49
Income From Investment Operations
Net investment income(a)(b)		.05			.19			.21			.20			.44			.38
Net realized and unrealized gain on investment transactions		1.14			.07	(c)		.66			.05			.85			.29
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.19			.26			.87			.25			1.29			.67
Less: Dividends and Distributions
Dividends from net investment income		(.47	)		(.34	)		– 0	–		(.18	)		(.43	)		(.31	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.47	)		(.47	)		– 0	–		(.18	)		(.43	)		(.31	)
Net asset value, end of period		$  16.16			$  15.44			$  15.65			$  14.78			$  14.71			$  13.85
Total Return
Total investment return based on net asset value(e)*		7.75	%		1.44	%		5.88	%		1.79	%		9.61	%		5.13	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$538,049			$530,168			$578,919			$620,635			$688,485			$684,917
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.02	%^		1.03	%		.96	%		.84	%		.83	%		.86	%
Expenses, before waivers/reimbursements(f)‡		1.04	%^		1.04	%		1.03	%		1.03	%		.97	%		.94	%
Net investment income(b)		.62	%^		1.23	%		1.45	%		1.38	%		3.14	%		2.89	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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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, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.20			$  15.38			$  14.64			$  14.53			$  13.68			$  13.32
Income From Investment Operations
Net investment income (loss)(a)(b)		(.01	)		.08			.10			.09			.38			.29
Net realized and unrealized gain on investment transactions		1.13			.05	(c)		.64			.06			.79			.27
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.12			.13			.74			.15			1.17			.56
Less: Dividends and Distributions
Dividends from net investment income		(.31	)		(.18	)		– 0	–		(.04	)		(.32	)		(.20	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.31	)		(.31	)		– 0	–		(.04	)		(.32	)		(.20	)
Net asset value, end of period		$  16.01			$  15.20			$  15.38			$  14.64			$  14.53			$  13.68
Total Return
Total investment return based on net asset value(e)*		7.44	%		.67	%		5.05	%		1.01	%		8.84	%		4.31	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,977			$23,156			$37,609			$61,466			$102,696			$198,792
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.77	%^		1.79	%		1.71	%		1.58	%		1.59	%		1.61	%
Expenses, before waivers/reimbursements(f)‡		1.79	%^		1.80	%		1.78	%		1.78	%		1.71	%		1.69	%
Net investment income (loss)(b)		(.13	)%^		.52	%		.71	%		.63	%		2.73	%		2.17	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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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, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.60			$  15.81			$  14.90			$  14.80			$  13.93			$  13.58
Income From Investment Operations
Net investment income(a)(b)		.07			.23			.25			.24			.48			.42
Net realized and unrealized gain on investment transactions		1.15			.07	(c)		.66			.07			.86			.28
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.22			.30			.91			.31			1.34			.70
Less: Dividends and Distributions
Dividends from net investment income		(.51	)		(.38	)		– 0	–		(.21	)		(.47	)		(.35	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.51	)		(.51	)		– 0	–		(.21	)		(.47	)		(.35	)
Net asset value, end of period		$  16.31			$  15.60			$  15.81			$  14.90			$  14.80			$  13.93
Total Return
Total investment return based on net asset value(e)*		7.93	%		1.68	%		6.17	%		2.02	%		9.99	%		5.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$77,864			$75,493			$82,885			$82,258			$90,911			$88,863
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		.77	%^		.78	%		.71	%		.59	%		.59	%		.61	%
Expenses, before waivers/reimbursements(f)‡		.79	%^		.79	%		.78	%		.78	%		.72	%		.69	%
Net investment income(b)		.88	%^		1.48	%		1.70	%		1.63	%		3.40	%		3.16	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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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, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.29			$  15.48			$  14.69			$  14.63			$  13.77			$  13.39
Income From Investment Operations
Net investment income(a)(b)		.02			.13			.15			.14			.38			.36
Net realized and unrealized gain on investment transactions		1.12			.06	(c)		.64			.06			.85			.25
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.14			.19			.79			.20			1.23			.61
Less: Dividends and Distributions
Dividends from net investment income		(.41	)		(.25	)		– 0	–		(.14	)		(.37	)		(.23	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.41	)		(.38	)		– 0	–		(.14	)		(.37	)		(.23	)
Net asset value, end of period		$  16.02			$  15.29			$  15.48			$  14.69			$  14.63			$  13.77
Total Return
Total investment return based on net asset value(e)*		7.57	%		1.05	%		5.45	%		1.34	%		9.17	%		4.69	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,358			$3,087			$4,124			$4,414			$6,196			$6,381
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.43	%^		1.44	%		1.38	%		1.25	%		1.25	%		1.27	%
Expenses, before waivers/reimbursements(f)‡		1.45	%^		1.45	%		1.44	%		1.44	%		1.38	%		1.35	%
Net investment income(b)		.21	%^		.86	%		1.04	%		.97	%		2.69	%		2.70	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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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, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.37			$  15.58			$  14.73			$  14.66			$  13.80			$  13.44
Income From Investment Operations
Net investment income(a)(b)		.04			.17			.20			.19			.41			.38
Net realized and unrealized gain on investment transactions		1.13			.07	(c)		.65			.06			.86			.28
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.17			.24			.85			.25			1.27			.66
Less: Dividends and Distributions
Dividends from net investment income		(.44	)		(.32	)		– 0	–		(.18	)		(.41	)		(.30	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.44	)		(.45	)		– 0	–		(.18	)		(.41	)		(.30	)
Net asset value, end of period		$  16.10			$  15.37			$  15.58			$  14.73			$  14.66			$  13.80
Total Return
Total investment return based on net asset value(e)*		7.69	%		1.35	%		5.84	%		1.60	%		9.56	%		5.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7,516			$7,395			$10,298			$15,032			$23,344			$27,129
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.12	%^		1.13	%		1.06	%		.94	%		.94	%		.95	%
Expenses, before waivers/reimbursements(f)‡		1.14	%^		1.14	%		1.13	%		1.13	%		1.07	%		1.03	%
Net investment income(b)		.52	%^		1.15	%		1.36	%		1.28	%		2.95	%		2.85	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Six Months Ended February 28, 2021 (unaudited)†			Year Ended August 31,
				2020†			2019†			2018†			2017†			2016
Net asset value, beginning of period		$  15.76			$  15.97			$  15.05			$  14.76			$  13.89			$  13.54
Income From Investment Operations
Net investment income(a)(b)		.07			.22			.25			.24			.47			.42
Net realized and unrealized gain on investment transactions		1.16			.07	(c)		.67			.05			.87			.27
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.23			.29			.92			.29			1.34			.69
Less: Dividends and Distributions
Dividends from net investment income		(.50	)		(.37	)		– 0	–		– 0	–		(.47	)		(.34	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.50	)		(.50	)		– 0	–		– 0	–		(.47	)		(.34	)
Net asset value, end of period		$  16.49			$  15.76			$  15.97			$  15.05			$  14.76			$  13.89
Total Return
Total investment return based on net asset value(e)*		7.89	%		1.64	%		6.18	%		1.97	%		9.92	%		5.28	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$294			$271			$254			$230			$214			$11,299
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		.79	%^		.80	%		.74	%		.62	%		.61	%		.63	%
Expenses, before waivers/reimbursements(f)‡		.81	%^		.82	%		.80	%		.81	%		.74	%		.71	%
Net investment income(b)		.85	%^		1.44	%		1.68	%		1.60	%		3.33	%		3.14	%
Portfolio turnover rate		62	%		76	%		81	%		38	%		108	%		14	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.03	%^		.02	%		.07	%		.20	%		.31	%		.31	%

See footnote summary on page 141.

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CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

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

(d) Amount is less than $.005.

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

(f) 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, 2021 and the years ended August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .02% (annualized), .01%, .07%, .19% and .13%, respectively.

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

† Consolidated (see Note A).

^ Annualized.

See notes to consolidated financial statements.

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Onur Erzan*, President and Chief Executive Officer	Nancy P. Jacklin(1) Jeanette W. Loeb(1) Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Alexander Barenboym(2), Vice President Daniel J. Loewy(2), Vice President Defne Ozaltun(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

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

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

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Barenboym and Loewy and Ms. Ozaltun are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

* Mr. Robert M. Keith retired as President, Chief Executive Officer and a Director of the Fund as of March 31, 2021. Mr. Onur Erzan, Senior Vice President and Head of the Global Client Group of the Adviser, has been elected President, Chief Executive Officer and a Director of the Fund, effective April 1, 2021.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB All Market Total Return Portfolio (the “Fund”) at a meeting held by video conference on August 4-5, 2020 (the “Meeting”).

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

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

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

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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.

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 2018 and 2019 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 money market 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

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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 profitability to the Adviser would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior 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 any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    147

with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advised 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, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors

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

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 ALL MARKET TOTAL RETURN PORTFOLIO    ^|    149

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

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

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

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NOTES

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    151

NOTES

152    ^|    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-0152-0221                

FEB    ^02.28.21

SEMI-ANNUAL REPORT

AB CONSERVATIVE WEALTH STRATEGY

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are 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.

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the 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.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 8, 2021

This report provides management’s discussion of fund performance for the AB Conservative Wealth Strategy for the semi-annual reporting period ended February 28, 2021.

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, 2021 (unaudited)

	6 Months		12 Months
AB CONSERVATIVE WEALTH STRATEGY
Class A Shares		6.41%		8.16%
Class C Shares		5.98%		7.37%
Advisor Class Shares1		6.56%		8.47%
Class R Shares1		6.21%		7.78%
Class K Shares1		6.42%		8.09%
Class I Shares1		6.57%		8.47%
Primary Benchmark: Bloomberg Barclays Global Aggregate Bond Index (USD hedged)		-0.85%		0.32%
MSCI ACWI (net)		13.04%		30.25%

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

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg Barclays Global Aggregate Bond Index (USD hedged), and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for the six- and 12-month periods ended February 28, 2021.

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

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During the 12-month period, overall asset class allocation was positive, led by allocation to fixed-income securities. Security selection within diversifiers contributed to performance, while selection within equities and fixed-income assets detracted.

The Fund utilized derivatives for hedging and investment purposes in the form of futures, interest rate swaps and total return swaps, which detracted from absolute performance for both periods, while written swaptions and inflation Consumer Price Index swaps contributed; currency forwards, variance swaps and credit default swaps contributed for the six-month period, but detracted for the 12-month period; purchased options had no material impact on performance for the six-month period, but contributed for the 12-month period; written options had no material impact on performance for the six-month period, but detracted for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities, supported by extensive monetary and fiscal stimulus, continued to recover from lows triggered by the COVID-19 pandemic and recorded positive returns for the six-month period ended February 28, 2021. Equity markets suffered a setback at the beginning of the period as volatility and style rotation, including a broad sell-off of mega-cap technology stocks, prevailed. Favorable news about the efficacy of potential coronavirus vaccines helped offset market volatility that was prompted by the continued spread of the virus in many countries, a potentially contested US presidential election and lack of additional US fiscal stimulus. Later, despite the emergence of seemingly more transmissible strains of the virus—a significant decline in new cases, the acceleration of vaccine distribution, and positive signs that a $1.9 trillion relief package would be approved supported global equity markets. As the period drew to a close, the emergence of inflationary fears, especially in the US, precipitated a sharp rise in long-term government bond yields and an accompanying correction in equities. Rising longer-term interest rates pressured the valuations of many market-leading technology and growth stocks, especially in the US, boosting a rotation into more cyclical and value-oriented stocks. For the semi-annual period, small-cap stocks substantially outperformed large-cap stocks on a relative basis, and periods of market rotation led large and small value-style stocks to outperform their growth-style peers.

Global fixed-income market returns were mixed, with an elevated amount of volatility and dispersion between credit sectors over the six-month period. Developed-market government bonds were negative, and US Treasury bonds underperformed other major markets as longer-term US interest rates rose from a low in September 2020. Risk assets began to significantly rise, beginning in November, when positive vaccine news extended the credit rally. Emerging- and developed-market high-yield corporate bonds led gains with significant positive returns as investors searched for higher

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    3

yields in a period of historically low interest rates. Emerging-market local-currency bonds also had strong positive results. Globally, developed-market investment-grade corporate bonds had positive results and outperformed global treasuries, but returns were slightly negative in the US. Securitized assets also outperformed treasuries with slightly negative results. The US dollar fell against most developed-market currencies and was mixed relative to emerging-market currencies. Brent crude oil prices rebounded by 46% on the improved economic outlook and OPEC+ production cuts. Copper gained almost 35% from increased demand for infrastructure and green energy initiatives. Gold prices fell over 12% due to the improved economic landscape, following a large advance earlier in calendar year, and as a non-interest-bearing asset in a rising rate environment.

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

INVESTMENT POLICIES

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

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

Fixed-income securities in which the Fund or AB High Income Fund may invest may be of any credit quality or maturity.

(continued on next page)

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The Fund’s investments in equity securities of issuers 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 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

(continued on next page)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    5

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.

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Barclays Global Aggregate Bond Index (USD hedged) represents the performance of global investment-grade developed fixed-income markets, hedged to the US dollar. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The 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, including public health crises (including the occurrence of a contagious disease or illness), 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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    7

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. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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

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

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

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

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

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

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies are subject to

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DISCLOSURES AND RISKS (continued)

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 in which the Fund invests (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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

An Important Note About Historical Performance

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    9

HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		8.16%		3.56%
5 Years		5.25%		4.35%
10 Years		3.79%		3.34%
CLASS C SHARES
1 Year		7.37%		6.37%
5 Years		4.46%		4.46%
10 Years		3.02%		3.02%
ADVISOR CLASS SHARES1
1 Year		8.47%		8.47%
5 Years		5.53%		5.53%
10 Years		4.07%		4.07%
CLASS R SHARES1
1 Year		7.78%		7.78%
5 Years		4.83%		4.83%
10 Years		3.38%		3.38%
CLASS K SHARES1
1 Year		8.09%		8.09%
5 Years		5.16%		5.16%
10 Years		3.71%		3.71%
CLASS I SHARES1
1 Year		8.47%		8.47%
5 Years		5.49%		5.49%
10 Years		4.04%		4.04%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.46%, 2.21%, 1.21%, 1.85%, 1.55% and 1.23% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.31%, 2.06%, 1.06%, 1.70%, 1.40% and 1.08% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

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

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		18.78%
5 Years		4.04%
10 Years		3.47%
CLASS C SHARES
1 Year		22.10%
5 Years		4.16%
10 Years		3.16%
ADVISOR CLASS SHARES1
1 Year		24.28%
5 Years		5.21%
10 Years		4.20%
CLASS R SHARES1
1 Year		23.52%
5 Years		4.53%
10 Years		3.51%
CLASS K SHARES1
1 Year		23.93%
5 Years		4.84%
10 Years		3.84%
CLASS I SHARES1
1 Year		24.40%
5 Years		5.19%
10 Years		4.17%

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

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, 2020		Ending Account Value February 28, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,064.10	$	5.99		1.17	%	$	6.70		1.31	%
Hypothetical**	$	1,000	$	1,018.99	$	5.86		1.17	%	$	6.56		1.31	%
Class C
Actual	$	1,000	$	1,059.80	$	9.86		1.93	%	$	10.57		2.07	%
Hypothetical**	$	1,000	$	1,015.22	$	9.64		1.93	%	$	10.34		2.07	%
Advisor Class
Actual	$	1,000	$	1,065.60	$	4.71		0.92	%	$	5.43		1.06	%
Hypothetical**	$	1,000	$	1,020.23	$	4.61		0.92	%	$	5.31		1.06	%
Class R
Actual	$	1,000	$	1,062.10	$	8.08		1.58	%	$	8.79		1.72	%
Hypothetical**	$	1,000	$	1,016.96	$	7.90		1.58	%	$	8.60		1.72	%
Class K
Actual	$	1,000	$	1,064.20	$	6.50		1.27	%	$	7.22		1.41	%
Hypothetical**	$	1,000	$	1,018.50	$	6.36		1.27	%	$	7.05		1.41	%
Class I
Actual	$	1,000	$	1,065.70	$	4.81		0.94	%	$	5.53		1.08	%
Hypothetical**	$	1,000	$	1,020.13	$	4.71		0.94	%	$	5.41		1.08	%

* 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).

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    13

PORTFOLIO SUMMARY

February 28, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $153.3

1 All data are as of February 28, 2021. The Fund’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

2 “Other” represents 0.3% weightings in the following security types: Local Governments – Provisional Bonds and Collateralized Loan Obligations.

14    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS

February 28, 2021 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 41.7%
Information Technology – 11.4%
Communications Equipment – 0.2%
Acacia Communications, Inc.(a)		2,827	$	325,077
Motorola Solutions, Inc.		94		16,495
				341,572
Electronic Equipment, Instruments & Components – 2.1%
Amphenol Corp. – Class A		7,300		917,464
Arrow Electronics, Inc.(a)		696		69,781
CDW Corp./DE		5,379		843,911
Coherent, Inc.(a)		2,219		536,865
FLIR Systems, Inc.		8,283		442,312
IPG Photonics Corp.(a)		539		122,542
MTS Systems Corp.		2,357		137,554
Zebra Technologies Corp. – Class A(a)		148		73,916
				3,144,345
IT Services – 2.7%
Adyen NV(a)(b)		2		4,667
Amadeus IT Group SA – Class A(a)		1,298		90,623
Automatic Data Processing, Inc.		5,508		958,502
Booz Allen Hamilton Holding Corp.		1,195		92,182
Broadridge Financial Solutions, Inc.		386		55,001
Capgemini SE		725		116,435
Cardtronics PLC – Class A(a)		3,525		135,889
Cognizant Technology Solutions Corp. – Class A		6,118		449,551
EPAM Systems, Inc.(a)		192		71,733
Fidelity National Information Services, Inc.		1,017		140,346
Genpact Ltd.		1,211		48,973
International Business Machines Corp.		357		42,458
Mastercard, Inc. – Class A		3,797		1,343,568
Nomura Research Institute Ltd.		1,500		46,539
Paychex, Inc.		1,786		162,651
Visa, Inc. – Class A		1,801		382,514
Western Union Co. (The) – Class W		3,017		70,055
				4,211,687
Semiconductors & Semiconductor Equipment – 2.0%
Applied Materials, Inc.		2,426		286,729
Broadcom, Inc.		44		20,674
Dialog Semiconductor PLC(a)		4,371		339,771
Globalwafers Co., Ltd.		2,000		53,103
Inphi Corp.(a)		2,696		443,735
Intel Corp.		180		10,940
JA Solar Technology Co., Ltd.(a)		3,400		17,471
KLA Corp.		426		132,584

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Maxim Integrated Products, Inc.		5,011	$	466,875
Novatek Microelectronics Corp.		4,000		68,109
NVIDIA Corp.		13		7,132
Phison Electronics Corp.		3,000		49,409
QUALCOMM, Inc.		626		85,255
Realtek Semiconductor Corp.		4,000		65,995
STMicroelectronics NV		1,736		67,421
Taiwan Semiconductor Manufacturing Co., Ltd.		8,000		174,776
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		1,113		140,171
Texas Instruments, Inc.		918		158,144
Xilinx, Inc.		3,117		406,145
				2,994,439
Software – 3.5%
Autodesk, Inc.(a)		212		58,512
Cadence Design Systems, Inc.(a)		543		76,612
Citrix Systems, Inc.		1,742		232,696
Constellation Software, Inc./Canada		98		126,887
Dropbox, Inc. – Class A(a)		1,342		30,255
Fair Isaac Corp.(a)		121		55,364
Microsoft Corp.		12,842		2,984,224
Nice Ltd.(a)		115		26,563
NortonLifeLock, Inc.		1,232		24,036
Oracle Corp.		4,369		281,844
Oracle Corp./Japan		700		71,043
SAP SE		3,783		467,907
ServiceNow, Inc.(a)		84		44,811
Slack Technologies, Inc. – Class A(a)		10,406		425,918
Synopsys, Inc.(a)		138		33,839
Trade Desk, Inc. (The) – Class A(a)		72		57,988
Trend Micro, Inc./Japan		4,120		199,173
VMware, Inc. – Class A(a)		1,635		225,973
				5,423,645
Technology Hardware, Storage & Peripherals – 0.9%
Apple, Inc.		4,611		559,130
Lenovo Group Ltd.		54,000		68,258
Logitech International SA		521		55,390
NetApp, Inc.		1,049		65,667
Pegatron Corp.		11,000		29,441
Samsung Electronics Co., Ltd.		8,051		590,023
				1,367,909
				17,483,597
Health Care – 7.5%
Biotechnology – 0.7%
AbbVie, Inc.		973		104,831

16    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Alexion Pharmaceuticals, Inc.(a)		3,134	$	478,719
Amgen, Inc.		221		49,707
BGI Genomics Co., Ltd.		200		4,286
Ionis Pharmaceuticals, Inc.(a)		911		47,736
Seegene, Inc.		324		35,723
Viela Bio, Inc.(a)(c)		7,164		381,125
				1,102,127
Health Care Equipment & Supplies – 2.3%
Abbott Laboratories		9,133		1,093,951
ABIOMED, Inc.(a)		222		72,050
Avantor, Inc.(a)		1,926		53,678
Cantel Medical Corp.(a)		5,457		405,346
Demant A/S(a)		1,068		43,900
Hologic, Inc.(a)		957		68,990
IDEXX Laboratories, Inc.(a)		147		76,465
Koninklijke Philips NV(a)		8,168		445,949
Medtronic PLC		4,536		530,576
Oxford Immunotec Global PLC(a)		9,317		204,508
Supermax Corp. Bhd		42,337		50,457
Top Glove Corp. Bhd		43,000		55,541
Varian Medical Systems, Inc.(a)		2,535		444,309
				3,545,720
Health Care Providers & Services – 1.0%
Anthem, Inc.		2,777		841,959
Galenica AG(b)		379		24,388
Henry Schein, Inc.(a)		2,693		166,562
Magellan Health, Inc.(a)		3,189		297,598
Molina Healthcare, Inc.(a)		287		62,210
UnitedHealth Group, Inc.		558		185,379
				1,578,096
Health Care Technology – 0.4%
Cerner Corp.		847		58,562
Change Healthcare, Inc.(a)		18,988		434,255
Veeva Systems, Inc. – Class A(a)		92		25,770
				518,587
Life Sciences Tools & Services – 1.3%
Agilent Technologies, Inc.		42		5,127
Bio-Rad Laboratories, Inc. – Class A(a)		120		70,140
Hangzhou Tigermed Consulting Co., Ltd. – Class A		2,697		58,886
IQVIA Holdings, Inc.(a)		7,050		1,359,169
Maccura Biotechnology Co., Ltd.		10,700		67,380
PRA Health Sciences, Inc.(a)		1,765		260,179
Thermo Fisher Scientific, Inc.		302		135,924
				1,956,805

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Pharmaceuticals – 1.8%
Bristol-Myers Squibb Co.		1,328	$	81,446
Eli Lilly & Co.		220		45,076
GlaxoSmithKline PLC		5,293		88,318
GW Pharmaceuticals PLC (Sponsored ADR)(a)		1,764		377,937
Johnson & Johnson		546		86,519
Merck & Co., Inc.		1,852		134,492
Novo Nordisk A/S – Class B		1,540		109,859
Perrigo Co. PLC		1,269		51,217
Roche Holding AG		1,709		560,652
Sanofi		3,158		289,812
Sumitomo Dainippon Pharma Co., Ltd.		4,300		68,349
Takeda Pharmaceutical Co., Ltd.		2,000		67,398
Zoetis, Inc.		4,971		771,698
				2,732,773
				11,434,108
Financials – 5.9%
Banks – 1.7%
ABN AMRO Bank NV (GDR)(a)(b)		9,296		106,890
Absa Group Ltd.		910		7,283
Banco do Brasil SA		9,600		48,050
Bank Leumi Le-Israel BM		13,080		79,332
Bank of America Corp.		1,016		35,265
BNP Paribas SA(a)		1,060		63,014
China Merchants Bank Co., Ltd. – Class H		2,000		15,338
China Minsheng Banking Corp., Ltd. – Class H		112,000		66,837
CIT Group, Inc.		1,714		77,730
Credicorp Ltd.		187		29,922
Danske Bank A/S(a)		1,658		30,479
DBS Group Holdings Ltd.		2,700		53,499
Fifth Third Bancorp		2,088		72,433
FinecoBank Banca Fineco SpA(a)		3,981		69,823
Huaxia Bank Co., Ltd.		61,600		59,488
JPMorgan Chase & Co.		765		112,585
Jyske Bank A/S(a)		5,763		248,262
KBC Group NV(a)		712		51,099
Lloyds Banking Group PLC(a)		44,624		24,314
Mebuki Financial Group, Inc.		31,700		67,714
National Bank of Canada		260		16,377
Natwest Group PLC(a)		5,106		13,189
Royal Bank of Canada		1,120		95,366
Societe Generale SA(a)		2,955		73,126
Standard Chartered PLC(a)		10,241		66,276
SVB Financial Group(a)		141		71,256
TCF Financial Corp.		10,821		484,997
Toronto-Dominion Bank (The)		498		30,187

18    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
US Bancorp		1,134	$	56,700
Wells Fargo & Co.		13,490		487,933
				2,714,764
Capital Markets – 2.8%
Ameriprise Financial, Inc.		326		72,124
BlackRock, Inc. – Class A		289		200,711
Charles Schwab Corp. (The)		18,494		1,141,450
CME Group, Inc. – Class A		1,595		318,521
Eaton Vance Corp.		6,654		486,208
EQT AB		2,417		67,001
Goldman Sachs Group, Inc. (The)		1,031		329,384
Julius Baer Group Ltd.		8,198		504,614
Moody’s Corp.		1,283		352,684
Morgan Stanley		3,881		298,354
Partners Group Holding AG		94		112,543
Raymond James Financial, Inc.		600		70,044
S&P Global, Inc.		236		77,729
Singapore Exchange Ltd.		27,800		206,978
T Rowe Price Group, Inc.		189		30,644
				4,268,989
Consumer Finance – 0.2%
American Express Co.		1,936		261,863
Diversified Financial Services – 0.5%
Berkshire Hathaway, Inc. – Class B(a)		16		3,848
Far East Horizon Ltd.(c)		64,000		68,851
Groupe Bruxelles Lambert SA		1,305		129,083
IHS Markit Ltd.		5,103		460,087
Kinnevik AB – Class B(a)		1,499		69,559
				731,428
Insurance – 0.7%
Allianz SE		208		50,203
CNP Assurances(a)		4,058		73,025
iA Financial Corp., Inc.(c)		1,337		68,699
Manulife Financial Corp.(c)		3,897		77,689
MetLife, Inc.		825		47,520
PICC Property & Casualty Co., Ltd. – Class H		140,000		105,919
Progressive Corp. (The)		415		35,669
Prudential Financial, Inc.		70		6,070
RenaissanceRe Holdings Ltd.		449		74,974
Sampo Oyj – Class A		1,292		57,509
Willis Towers Watson PLC		2,224		490,703
Zurich Insurance Group AG		112		45,720
				1,133,700
				9,110,744

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Consumer Discretionary – 5.7%
Auto Components – 0.6%
Aisin Seiki Co., Ltd.		2,000	$	68,735
Aptiv PLC(a)		5,411		810,784
BorgWarner, Inc.		697		31,365
JTEKT Corp.		3,500		37,174
Lear Corp.		318		52,817
				1,000,875
Automobiles – 0.2%
BAIC Motor Corp., Ltd.(b)		173,500		62,064
Ford Motor Co.(a)		4,849		56,733
Geely Automobile Holdings Ltd.		11,000		35,582
Great Wall Motor Co., Ltd. – Class H		7,500		21,726
Kia Motors Corp.		227		16,005
Nissan Motor Co., Ltd.(a)		8,000		43,736
Tesla, Inc.(a)		53		35,802
Yadea Group Holdings Ltd.(b)		20,219		43,967
				315,615
Diversified Consumer Services – 0.2%
Service Corp. International/US		6,752		322,475
TAL Education Group (ADR)(a)		298		23,107
				345,582
Hotels, Restaurants & Leisure – 0.6%
Aristocrat Leisure Ltd.		4,525		105,853
Compass Group PLC(a)		11,947		242,607
Domino’s Pizza, Inc.		184		63,758
Galaxy Entertainment Group Ltd.		14,000		127,717
La Francaise des Jeux SAEM(b)		130		5,868
McDonald’s Corp.		475		97,917
Starbucks Corp.		1,913		206,662
				850,382
Household Durables – 0.2%
Electrolux AB – Class B		2,832		66,860
Garmin Ltd.		157		19,471
Haier Smart Home Co., Ltd.(a)		16,400		62,374
LG Electronics, Inc.		294		38,248
Sony Corp.		1,200		126,721
Whirlpool Corp.		123		23,380
				337,054
Internet & Direct Marketing Retail – 1.7%
Alibaba Group Holding Ltd. (ADR)(a)		1,306		310,514
Amazon.com, Inc.(a)		266		822,720
eBay, Inc.		1,248		70,412
Grubhub, Inc.(a)		6,232		399,284
HelloFresh SE(a)		884		68,682

20    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
JD.com, Inc. (ADR)(a)		237	$	22,247
Just Eat Takeaway.com NV(a) (b)		739		71,112
Naspers Ltd. – Class N		2,271		535,905
Pinduoduo, Inc. (ADR)(a)		295		50,492
Prosus NV(a)		1,778		211,967
Zalando SE(a)(b)		591		60,759
				2,624,094
Leisure Products – 0.0%
Polaris, Inc.		565		66,534
Multiline Retail – 0.1%
Dollar General Corp.		470		88,825
Next PLC(a)		643		68,110
				156,935
Specialty Retail – 1.3%
AutoZone, Inc.(a)		147		170,508
China Meidong Auto Holdings Ltd.		5,060		19,229
GrandVision NV(a)(b)		10,979		333,817
Home Depot, Inc. (The)		643		166,113
Lowe’s Cos., Inc.		169		26,998
O’Reilly Automotive, Inc.(a)		253		113,174
Ross Stores, Inc.		566		66,018
Sportsman’s Warehouse Holdings, Inc.(a)		17,235		291,961
TJX Cos., Inc. (The)		10,929		721,205
Topsports International Holdings Ltd.(b)		10,000		14,683
				1,923,706
Textiles, Apparel & Luxury Goods – 0.8%
adidas AG(a)		256		89,238
Bosideng International Holdings Ltd.		32,000		13,472
Deckers Outdoor Corp.(a)		456		148,706
EssilorLuxottica SA		600		97,880
NIKE, Inc. – Class B		5,700		768,246
Pandora A/S		703		68,251
				1,185,793
				8,806,570
Industrials – 3.6%
Aerospace & Defense – 0.3%
Aerojet Rocketdyne Holdings, Inc.(a)		8,712		446,664
L3Harris Technologies, Inc.		450		81,860
				528,524
Air Freight & Logistics – 0.0%
Kuehne & Nagel International AG		295		70,001
Building Products – 0.5%
Allegion PLC		2,193		238,555

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    21

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Cie de Saint-Gobain(a)		1,005	$	54,045
Masco Corp.		1,049		55,828
Otis Worldwide Corp.		6,843		435,967
				784,395
Commercial Services & Supplies – 0.8%
Secom Co., Ltd.		3,900		339,592
Stericycle, Inc.(a)		12,816		831,374
				1,170,966
Electrical Equipment – 0.3%
Acuity Brands, Inc.		531		65,472
Generac Holdings, Inc.(a)		94		30,979
Prysmian SpA		1,922		61,737
Regal Beloit Corp.		412		56,308
Rockwell Automation, Inc.		145		35,275
Schneider Electric SE		544		80,444
Vertiv Holdings Co.		3,715		77,755
Vestas Wind Systems A/S		318		59,633
				467,603
Industrial Conglomerates – 0.2%
3M Co.		1,631		285,523
Machinery – 0.6%
CNH Industrial NV(a)		3,355		49,522
Deere & Co.		259		90,422
Dover Corp.		1,453		179,097
Kawasaki Heavy Industries Ltd.(a)		3,100		70,253
Mitsubishi Heavy Industries Ltd.		2,400		69,620
Navistar International Corp.(a)		1,535		67,632
SKF AB – Class B		470		12,806
Snap-on, Inc.		358		72,713
Volvo AB(a)		11,629		297,707
				909,772
Marine – 0.1%
COSCO SHIPPING Holdings Co., Ltd.(a)		17,000		33,308
Evergreen Marine Corp. Taiwan Ltd.(a)		16,000		21,791
Nippon Yusen KK		2,400		69,419
				124,518
Professional Services – 0.7%
Intertrust NV(a)		2,508		40,878
RELX PLC		10,377		244,147
Robert Half International, Inc.		833		64,799
Verisk Analytics, Inc. – Class A		3,399		556,926
Wolters Kluwer NV		1,262		100,038
				1,006,788

22    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Road & Rail – 0.1%
AMERCO		126	$	72,414
Union Pacific Corp.		54		11,122
				83,536
Trading Companies & Distributors – 0.0%
United Rentals, Inc.(a)		32		9,516
WW Grainger, Inc.		104		38,762
				48,278
				5,479,904
Communication Services – 3.3%
Diversified Telecommunication Services – 0.3%
Comcast Corp. – Class A		6,556		345,632
Nippon Telegraph & Telephone Corp.		6,100		158,021
Telenor ASA		710		11,477
				515,130
Entertainment – 0.4%
Activision Blizzard, Inc.		1,213		115,975
Electronic Arts, Inc.		1,906		255,346
Netflix, Inc.(a)		128		68,973
Nintendo Co., Ltd.		145		88,678
Take-Two Interactive Software, Inc.(a)		391		72,124
Ubisoft Entertainment SA(a)		527		42,967
Walt Disney Co. (The)(a)		45		8,507
				652,570
Interactive Media & Services – 2.5%
Alphabet, Inc. – Class A(a)		89		179,950
Alphabet, Inc. – Class C(a)		871		1,774,105
Auto Trader Group PLC(a)		17,265		132,743
Facebook, Inc. – Class A(a)		5,842		1,505,015
IAC/InterActiveCorp(a)		296		72,470
Kakaku.com, Inc.		2,400		76,461
Tencent Holdings Ltd.		400		34,799
				3,775,543
Wireless Telecommunication Services – 0.1%
Softbank Corp.		2,700		36,510
Vodafone Group PLC		20,327		34,797
				71,307
				5,014,550
Consumer Staples – 1.4%
Beverages – 0.4%
Asahi Group Holdings Ltd.		6,521		284,688
Chongqing Brewery Co., Ltd.		2,990		55,871
Coca-Cola Co. (The)		4,717		231,086

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    23

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Kirin Holdings Co., Ltd.		3,000	$	59,102
				630,747
Food & Staples Retailing – 0.2%
Koninklijke Ahold Delhaize NV		4,896		129,278
Progenic Pharmaceuticals Cvr(d)(e)		24,977		– 0	–
Walmart, Inc.		1,122		145,770
				275,048
Food Products – 0.5%
Archer-Daniels-Midland Co.		1,266		71,630
Bunge Ltd.		913		69,918
Danone SA		4,022		273,500
Ingredion, Inc.		767		69,183
Morinaga & Co., Ltd./Japan		1,400		50,564
Nestle SA		639		66,692
Salmar ASA		2,405		157,731
				759,218
Household Products – 0.1%
Procter & Gamble Co. (The)		1,137		140,454
Tobacco – 0.2%
Imperial Brands PLC		310		5,776
Philip Morris International, Inc.		1,341		112,671
Smoore International Holdings Ltd.(a)(b)		7,000		56,749
Swedish Match AB		1,820		130,628
				305,824
				2,111,291
Materials – 1.2%
Chemicals – 0.9%
Akzo Nobel NV		676		69,905
Hengli Petrochemical Co., Ltd.		3,200		17,925
Inner Mongolia Junzheng Energy & Chemical Industry Group Co., Ltd. – Class A		16,800		15,491
International Flavors & Fragrances, Inc.		6,184		837,995
Johnson Matthey PLC		979		41,833
Kumho Petrochemical Co., Ltd.(a)		240		44,967
LANXESS AG		945		70,143
Linde PLC		511		124,822
Mitsui Chemicals, Inc.		800		24,782
RPM International, Inc.		645		51,368
Sumitomo Chemical Co., Ltd.		7,000		34,078
				1,333,309
Construction Materials – 0.0%
Forterra, Inc.(a)		1,576		36,673

24    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Containers & Packaging – 0.0%
Smurfit Kappa Group PLC		779	$	36,807
Metals & Mining – 0.3%
Evraz PLC		8,846		71,016
First Quantum Minerals Ltd.		1,081		23,300
Glencore PLC(a)		10,293		41,888
Hunan Valin Steel Co., Ltd. – Class A		38,200		34,537
Kumba Iron Ore Ltd.		1,562		66,996
Rio Tinto PLC		117		10,140
Southern Copper Corp.		882		62,913
Steel Dynamics, Inc.		1,569		65,239
Teck Resources Ltd. – Class B		2,562		53,350
				429,379
				1,836,168
Utilities – 0.7%
Electric Utilities – 0.6%
American Electric Power Co., Inc.		315		23,578
EDP – Energias de Portugal SA		14,571		83,517
Enel SpA		16,468		155,275
Iberdrola SA		6,408		80,304
NextEra Energy, Inc.		1,412		103,754
NRG Energy, Inc.		489		17,853
PNM Resources, Inc.		9,173		440,396
				904,677
Gas Utilities – 0.0%
UGI Corp.		133		5,095
Multi-Utilities – 0.1%
Ameren Corp.		1,551		108,989
Dominion Energy, Inc.		715		48,849
Sempra Energy		507		58,802
				216,640
				1,126,412
Real Estate – 0.5%
Equity Real Estate Investment Trusts (REITs) – 0.3%
American Campus Communities, Inc.		937		38,379
American Tower Corp.		1,408		304,311
Nippon Building Fund, Inc.		15		91,896
Orix JREIT, Inc.(c)		19		32,543
Weyerhaeuser Co.		1,729		58,561
				525,690
Real Estate Management & Development – 0.2%
CBRE Group, Inc. – Class A(a)		3,277		248,298
Tokyu Fudosan Holdings Corp.		3,700		23,369

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    25

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Vonovia SE		764	$	48,659
				320,326
				846,016
Energy – 0.5%
Oil, Gas & Consumable Fuels – 0.5%
Cheniere Energy, Inc.(a)		1,048		70,625
ENEOS Holdings, Inc.		11,800		52,179
Idemitsu Kosan Co., Ltd.(c)		1,000		26,303
LUKOIL PJSC (Sponsored ADR)		1,935		144,157
Neste Oyj		420		27,741
OMV AG		1,394		67,162
Parkland Corp./Canada(c)		2,051		65,175
QEP Resources, Inc.		772		2,656
Royal Dutch Shell PLC – Class B		7,037		137,949
Valero Energy Corp.		851		65,510
Yanzhou Coal Mining Co., Ltd.		15,800		23,587
Yanzhou Coal Mining Co., Ltd. – Class H		40,000		37,083
				720,127
Total Common Stocks (cost $51,036,425)				63,969,487
INVESTMENT COMPANIES – 22.3%
Funds and Investment Trusts – 22.3%(f)
AB All Market Real Return Portfolio – Class Z(g)		1,307,166		11,803,705
AB High Income Fund, Inc. – Class Z(g)		1,974,992		15,799,940
Consumer Staples Select Sector SPDR Fund(c)		2,401		151,983
Financial Select Sector SPDR Fund		82,037		2,650,616
iShares JP Morgan USD Emerging Markets Bond ETF		1,368		150,521
iShares MSCI ACWI ETF(c)		1,467		135,712
iShares MSCI Global Min Vol Factor ETF(c)		3,065		288,478
iShares MSCI USA Value Factor ETF(c)		26,440		2,537,711
iShares US Technology ETF		4,310		374,625
SPDR S&P Biotech ETF		672		99,456
Utilities Select Sector SPDR Fund(c)		1,728		100,846
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E		4,312		136,777
Total Investment Companies (cost $33,473,878)				34,230,370

26    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS - TREASURIES – 11.4%
Australia – 1.1%
Australia Government Bond Series 142 4.25%, 04/21/2026(b)	AUD		605	$	545,679
Series 144 3.75%, 04/21/2037(b)			275		254,333
Series 145 2.75%, 06/21/2035(b)			351		291,156
Series 150 3.00%, 03/21/2047(b)			625		510,040
Series 161 0.25%, 11/21/2025(b)			135		101,517
					1,702,725
Austria – 0.2%
Republic of Austria Government Bond 0.50%, 02/20/2029(b)	EUR		189		241,054
Belgium – 0.1%
Kingdom of Belgium Government Bond Series 76 1.90%, 06/22/2038(b)			95		143,891
Canada – 0.1%
Canadian Government Bond 0.25%, 03/01/2026	CAD		185		140,018
China – 1.1%
China Government Bond Series 1916 3.12%, 12/05/2026	CNY		7,590		1,178,366
Series INBK 3.39%, 03/16/2050			3,560		504,369
					1,682,735
Colombia – 0.4%
Colombian TES Series B 5.75%, 11/03/2027	COP		2,181,000		613,365
Finland – 0.1%
Finland Government Bond 0.50%, 09/15/2027-09/15/2028(b)	EUR		92		117,484
France – 0.1%
French Republic Government Bond OAT 1.50%, 05/25/2050(b)			95		139,314

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    27

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Germany – 0.4%
Bundesrepublik Deutschland Bundesanleihe 0.00%, 08/15/2050(b)	EUR		60	$	68,418
Series 2007 4.25%, 07/04/2039(b)			153		330,176
Series 3 4.75%, 07/04/2034(b)			110		221,138
					619,732
Italy – 1.1%
Italy Buoni Poliennali Del Tesoro 0.95%, 09/15/2027(b)			920		1,150,787
1.80%, 03/01/2041(b)			444		571,445
					1,722,232
Japan – 3.1%
Japan Government Ten Year Bond Series 358 0.10%, 03/20/2030	JPY		101,550		950,833
Series 359 0.10%, 06/20/2030			75,050		702,018
Japan Government Thirty Year Bond Series 62 0.50%, 03/20/2049			13,700		121,220
Series 65 0.40%, 12/20/2049			39,650		339,570
Series 68 0.60%, 09/20/2050			33,250		299,975
Japan Government Twenty Year Bond Series 143 1.60%, 03/20/2033			27,400		298,067
Series 171 0.30%, 12/20/2039			26,000		233,796
Japan Government Two Year Bond Series 416 0.10%, 09/01/2022			74,100		697,525
Series 419 0.10%, 12/01/2022			110,800		1,043,492
					4,686,496
Malaysia – 0.1%
Malaysia Government Bond Series 0310 4.498%, 04/15/2030	MYR		670		182,665
Mexico – 0.0%
Mexican Bonos Series M 8.00%, 11/07/2047	MXN		1,065		55,758

28    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
South Korea – 0.5%
Korea Treasury Bond Series 2503 1.50%, 03/10/2025	KRW		820,400	$	734,040
Spain – 0.2%
Spain Government Bond 1.20%, 10/31/2040(b)	EUR		165		206,721
2.35%, 07/30/2033(b)			62		90,648
4.20%, 01/31/2037(b)			40		73,129
					370,498
United Kingdom – 0.5%
United Kingdom Gilt 1.25%, 10/22/2041(b)	GBP		105		143,832
1.75%, 09/07/2037(b)			447		670,719
					814,551
United States – 2.3%
U.S. Treasury Bonds 1.125%, 08/15/2040(h)(i)	U.S.$		905		763,876
4.625%, 02/15/2040			85		120,873
U.S. Treasury Notes 0.25%, 05/31/2025			538		529,426
1.625%, 10/31/2026			335		347,876
2.125%, 05/31/2026(i)			1,420		1,514,297
2.875%, 11/30/2025			275		302,629
					3,578,977
Total Governments - Treasuries (cost $17,543,334)					17,545,535
CORPORATES - INVESTMENT GRADE – 5.2%
Industrial – 2.6%
Basic – 0.1%
SABIC Capital II BV 4.00%, 10/10/2023(b)			200		216,000
Capital Goods – 0.0%
Westinghouse Air Brake Technologies Corp. 4.40%, 03/15/2024			16		17,456
Communications - Media – 0.2%
Charter Communications Operating LLC/Charter Communications Operating Capital 5.375%, 05/01/2047			65		75,288
Fox Corp. 4.709%, 01/25/2029			90		105,157

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    29

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
ViacomCBS, Inc. 3.70%, 06/01/2028	U.S.$		12	$	13,244
4.20%, 05/19/2032			21		24,049
4.95%, 01/15/2031			5		5,990
5.50%, 05/15/2033			40		49,370
					273,098
Communications - Telecommunications – 0.2%
AT&T, Inc. 1.60%, 05/19/2028	EUR		105		134,990
3.50%, 09/15/2053(b)	U.S.$		20		18,127
3.65%, 09/15/2059(b)			69		62,843
British Telecommunications PLC 9.625%, 12/15/2030			75		118,290
					334,250
Consumer Cyclical - Automotive – 0.2%
American Honda Finance Corp. 1.95%, 10/18/2024	EUR		100		129,077
Daimler International Finance BV 0.25%, 11/06/2023(b)			80		97,047
0.85%, 02/28/2025(b)			35		43,421
Lear Corp. 3.50%, 05/30/2030	U.S.$		6		6,369
4.25%, 05/15/2029			5		5,575
Volkswagen Leasing GmbH 2.625%, 01/15/2024(b)	EUR		60		77,469
					358,958
Consumer Cyclical - Retailers – 0.1%
Ralph Lauren Corp. 2.95%, 06/15/2030	U.S.$		71		74,883
Ross Stores, Inc. 4.70%, 04/15/2027			15		17,261
					92,144
Consumer Non-Cyclical – 0.7%
AbbVie, Inc. 0.75%, 11/18/2027	EUR		100		123,541
Altria Group, Inc. 3.125%, 06/15/2031			140		196,505
Anheuser-Busch InBev Worldwide, Inc. 5.55%, 01/23/2049	U.S.$		65		83,820
Banner Health 2.338%, 01/01/2030			70		71,679
BAT Capital Corp. 4.906%, 04/02/2030			25		28,877

30    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Biogen, Inc. 3.15%, 05/01/2050	U.S.$		74	$	69,849
Bon Secours Mercy Health, Inc. Series 20-2 2.095%, 06/01/2031			54		53,798
CVS Health Corp. 5.05%, 03/25/2048			55		68,705
Gilead Sciences, Inc. 4.80%, 04/01/2044			45		55,261
Medtronic Global Holdings SCA 1.125%, 03/07/2027	EUR		120		152,736
Takeda Pharmaceutical Co., Ltd. 0.75%, 07/09/2027			110		136,090
					1,040,861
Energy – 0.6%
BP Capital Markets PLC 1.573%, 02/16/2027(b)			100		129,872
Cenovus Energy, Inc. 5.375%, 07/15/2025	U.S.$		18		20,347
Chevron USA, Inc. 5.25%, 11/15/2043			105		140,368
Energy Transfer Operating LP 5.50%, 06/01/2027			90		104,940
Eni SpA Series NC5. 2.625%, 10/13/2025(b)(j)	EUR		100		124,878
Husky Energy, Inc. 4.40%, 04/15/2029	U.S.$		94		103,280
Marathon Petroleum Corp. 6.50%, 03/01/2041			15		20,064
Plains All American Pipeline LP/PAA Finance Corp. 3.55%, 12/15/2029			9		9,192
3.80%, 09/15/2030(c)			18		18,579
4.50%, 12/15/2026			6		6,629
Saudi Arabian Oil Co. 1.625%, 11/24/2025(b)(c)			200		201,950
Valero Energy Corp. 6.625%, 06/15/2037			20		26,265
					906,364
Technology – 0.4%
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.50%, 01/15/2028			9		9,651
3.875%, 01/15/2027			31		33,876

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    31

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Broadcom, Inc. 3.50%, 02/15/2041(b)	U.S.$		50	$	49,342
3.75%, 02/15/2051(b)			17		16,599
4.11%, 09/15/2028			27		29,854
Fidelity National Information Services, Inc. 0.625%, 12/03/2025	EUR		100		122,948
1.00%, 12/03/2028			100		123,418
Fiserv, Inc. 1.125%, 07/01/2027			105		132,247
Oracle Corp. 3.60%, 04/01/2050	U.S.$		35		36,106
3.85%, 04/01/2060			44		47,023
					601,064
Transportation - Services – 0.1%
Heathrow Funding Ltd. 6.75%, 12/03/2026(b)	GBP		60		104,975
					3,945,170
Financial Institutions – 2.5%
Banking – 1.5%
Banco Bilbao Vizcaya Argentaria SA Series G 0.50%, 01/14/2027(b)	EUR		100		120,674
Bank of America Corp. 1.379%, 02/07/2025(b)			105		131,578
4.271%, 07/23/2029	U.S.$		56		64,696
BNP Paribas SA 0.50%, 09/01/2028(b)	EUR		100		120,170
Citigroup, Inc. 1.50%, 07/24/2026(b)			110		140,076
4.45%, 09/29/2027	U.S.$		60		68,815
Credit Suisse Group AG 4.194%, 04/01/2031(b)			250		283,155
Deutsche Bank AG/New York NY 3.961%, 11/26/2025			150		163,569
Goldman Sachs Group, Inc. (The) 1.25%, 05/01/2025(b)	EUR		125		156,098
2.60%, 02/07/2030	U.S.$		69		71,595
ING Groep NV 3.00%, 02/18/2026(b)	GBP		100		151,323
JPMorgan Chase & Co. 1.09%, 03/11/2027(b)	EUR		100		125,775
Series I 3.682% (LIBOR 3 Month + 3.47%), 04/30/2021(j)(k)	U.S.$		6		5,977
Series V 3.558% (LIBOR 3 Month + 3.32%), 04/01/2021(j)(k)			7		6,957

32    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series Z 4.005% (LIBOR 3 Month + 3.80%), 05/01/2021(j)(k)	U.S.$		14	$	13,977
Mitsubishi UFJ Financial Group, Inc. 0.872%, 09/07/2024(b)	EUR		100		124,048
Morgan Stanley Series G 1.375%, 10/27/2026			100		127,980
NatWest Markets PLC 2.75%, 04/02/2025(b)			100		133,233
PNC Financial Services Group, Inc. (The) Series O 6.75%, 08/01/2021(j)	U.S.$		9		9,171
US Bancorp Series I 3.727% (LIBOR 3 Month + 3.49%), 03/29/2021(j)(k)			24		23,873
Series J 5.30%, 04/15/2027(j)			46		50,994
Wells Fargo & Co. 0.625%, 08/14/2030(b)	EUR		125		149,419
					2,243,153
Brokerage – 0.1%
SURA Asset Management SA 4.875%, 04/17/2024(b)	U.S.$		107		117,299
Finance – 0.1%
Air Lease Corp. 3.625%, 04/01/2027			14		15,032
Aviation Capital Group LLC 1.95%, 01/30/2026(b)			12		11,767
4.125%, 08/01/2025(b)			27		28,873
GE Capital European Funding Unlimited Co. 4.625%, 02/22/2027	EUR		50		74,806
Synchrony Financial 3.95%, 12/01/2027	U.S.$		15		16,449
4.50%, 07/23/2025			62		69,154
					216,081
Insurance – 0.7%
Alleghany Corp. 3.625%, 05/15/2030			79		87,753
Berkshire Hathaway, Inc. 1.125%, 03/16/2027	EUR		100		127,543
Chubb INA Holdings, Inc. 0.875%, 06/15/2027			125		156,361
1.55%, 03/15/2028			100		129,860

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    33

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
CNP Assurances 4.50%, 06/10/2047(b)	EUR		100	$	144,043
Credit Agricole Assurances SA 4.25%, 01/13/2025(b)(j)			100		132,677
Nationwide Mutual Insurance Co. 9.375%, 08/15/2039(b)	U.S.$		21		35,430
Prudential Financial, Inc. 5.625%, 06/15/2043			98		104,927
Swiss Re America Holding Corp. 7.00%, 02/15/2026			77		97,443
Voya Financial, Inc. 5.65%, 05/15/2053			48		51,218
					1,067,255
REITS – 0.1%
WPC Eurobond BV 0.95%, 06/01/2030	EUR		100		119,423
					3,763,211
Utility – 0.1%
Electric – 0.1%
Enel Finance International NV 2.65%, 09/10/2024(b)	U.S.$		200		211,300
Total Corporates - Investment Grade (cost $7,502,554)					7,919,681
MORTGAGE PASS-THROUGHS – 2.3%
Agency Fixed Rate 30-Year – 2.3%
Federal Home Loan Mortgage Corp. Series 2019 3.50%, 09/01/2049			162		175,539
Federal Home Loan Mortgage Corp. Gold Series 2007 5.50%, 07/01/2035			22		25,720
Series 2018 4.00%, 12/01/2048			101		110,184
Federal National Mortgage Association Series 2004 5.50%, 04/01/2034			2		2,684
Series 2018 3.50%, 03/01/2048			343		372,825
4.00%, 09/01/2048			241		262,495
4.50%, 09/01/2048			159		174,229
Series 2020 2.50%, 07/01/2050-10/01/2050			328		344,205
Government National Mortgage Association Series 2021 3.00%, 03/01/2051, TBA			224		233,030

34    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Uniform Mortgage-Backed Security Series 2021 1.50%, 03/01/2051, TBA	U.S.$		175	$	171,213
2.00%, 03/01/2051, TBA			721		724,522
2.50%, 03/01/2051, TBA			818		844,841
					3,441,487
Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2011 2.983% (LIBOR 12 Month + 1.76%), 05/01/2038(k)			23		24,338
Federal National Mortgage Association Series 2003 2.221% (LIBOR 12 Month + 1.81%), 12/01/2033(k)			17		18,056
					42,394
Total Mortgage Pass-Throughs (cost $3,455,768)					3,483,881
GOVERNMENTS - SOVEREIGN BONDS – 0.7%
Chile – 0.1%
Chile Government International Bond 1.625%, 01/30/2025	EUR		120		153,564
France – 0.2%
Dexia Credit Local SA 0.25%, 06/01/2023(b)			100		122,564
0.50%, 01/17/2025(b)			200		248,576
					371,140
Indonesia – 0.1%
Indonesia Government International Bond 1.10%, 03/12/2033			115		135,631
Mexico – 0.1%
Mexico Government International Bond 4.75%, 04/27/2032	U.S.$		200		224,250
Panama – 0.1%
Panama Government International Bond 8.875%, 09/30/2027			60		83,006
Peru – 0.1%
Peruvian Government International Bond 2.392%, 01/23/2026			86		89,252
Total Governments - Sovereign Bonds (cost $1,045,554)					1,056,843

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
QUASI-SOVEREIGNS – 0.6%
Quasi-Sovereign Bonds – 0.6%
China – 0.5%
China Development Bank Series 1805 4.88%, 02/09/2028	CNY		2,100		$	350,303
Series 2015 3.70%, 10/20/2030			2,250			346,116
						696,419
Indonesia – 0.1%
Perusahaan Perseroan Persero PT Perusahaan Listrik Negara 4.125%, 05/15/2027(b)	U.S.$		200			216,313
Mexico – 0.0%
Petroleos Mexicanos 5.95%, 01/28/2031			10			9,635
6.75%, 09/21/2047			75			65,644
						75,279
Total Quasi-Sovereigns (cost $962,980)						988,011
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.6%
Non-Agency Floating Rate CMBS – 0.5%
Ashford Hospitality Trust Series 2018-KEYS, Class A 1.112% (LIBOR 1 Month + 1.00%), 06/15/2035(b)(k)			100			99,632
BX Commercial Mortgage Trust Series 2019-IMC, Class A 1.112% (LIBOR 1 Month + 1.00%), 04/15/2034(b)(k)			105			104,462
Great Wolf Trust Series 2019-WOLF, Class C 1.745% (LIBOR 1 Month + 1.63%), 12/15/2036(b)(k)			210			207,922
GS Mortgage Securities Corp. Trust Series 2019-SMP, Class C 1.812% (LIBOR 1 Month + 1.70%), 08/15/2032(b)(k)			160			159,146
Natixis Commercial Mortgage Securities Trust Series 2019-MILE, Class A 1.612% (LIBOR 1 Month + 1.50%), 07/15/2036(b)(k)			105			105,314
						676,476
				��

36    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate CMBS – 0.1%
GS Mortgage Securities Trust Series 2013-G1, Class A1 2.059%, 04/10/2031(b)	U.S.$		32	$	31,849
Series 2013-G1, Class A2 3.557%, 04/10/2031(b)			134		133,616
					165,465
Total Commercial Mortgage-Backed Securities (cost $842,919)					841,941
INFLATION-LINKED SECURITIES – 0.5%
Germany – 0.5%
Deutsche Bundesrepublik Inflation Linked Bond 0.10%, 04/15/2026(b) (cost $709,384)	EUR		537		704,027
COVERED BONDS – 0.4%
BPCE SFH SA 0.375%, 02/21/2024(b)			100		123,558
Caisse Francaise de Financement Local Series 06 0.20%, 04/27/2023(b)			100		122,393
Danske Bank A/S 0.125%, 02/14/2022(b)			120		145,655
Nationwide Building Society 4.375%, 02/28/2022(b)			150		189,762
UBS AG/London 4.00%, 04/08/2022(b)			84		106,356
Total Covered Bonds (cost $630,219)					687,724
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.4%
Risk Share Floating Rate – 0.4%
Connecticut Avenue Securities Trust Series 2020-R02, Class 2M1 0.88% (LIBOR 1 Month + 0.75%), 01/25/2040(b)(k)	U.S.$		19		19,347
Eagle RE Ltd. Series 2018-1, Class M1 1.83% (LIBOR 1 Month + 1.70%), 11/25/2028(b)(k)			60		60,508
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2017-DNA2, Class M1 1.33% (LIBOR 1 Month + 1.20%), 10/25/2029(k)			37		37,374

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    37

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C04, Class 1M2 5.03% (LIBOR 1 Month + 4.90%), 11/25/2024(k)	U.S.$		71	$	73,254
Series 2014-C04, Class 2M2 5.13% (LIBOR 1 Month + 5.00%), 11/25/2024(k)			48		48,392
Series 2015-C01, Class 2M2 4.68% (LIBOR 1 Month + 4.55%), 02/25/2025(k)			7		7,260
Series 2016-C01, Class 2M2 7.08% (LIBOR 1 Month + 6.95%), 08/25/2028(k)			23		23,994
Series 2016-C02, Class 1M2 6.13% (LIBOR 1 Month + 6.00%), 09/25/2028(k)			26		27,194
Series 2016-C06, Class 1M2 4.38% (LIBOR 1 Month + 4.25%), 04/25/2029(k)			168		175,314
Series 2017-C01, Class 1M2 3.68% (LIBOR 1 Month + 3.55%), 07/25/2029(k)			62		63,628
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 2.128% (LIBOR 1 Month + 2.00%), 03/27/2024(b)(k)			88		83,763
					620,028
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 0.688%, 05/28/2035			33		31,136
Total Collateralized Mortgage Obligations (cost $657,255)					651,164
ASSET-BACKED SECURITIES – 0.4%
Autos - Fixed Rate – 0.3%
Avis Budget Rental Car Funding AESOP LLC Series 2018-2A, Class C 4.95%, 03/20/2025(b)			120		129,690
Flagship Credit Auto Trust Series 2018-3, Class D 4.15%, 12/16/2024(b)			78		82,259
Hertz Vehicle Financing II LP Series 2017-1A, Class A 2.96%, 10/25/2021(b)			26		25,653
Series 2019-1A, Class B 4.10%, 03/25/2023(b)			165		165,111
					402,713

38    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Other ABS - Fixed Rate – 0.1%
SBA Tower Trust Series 2014-2A, Class C 3.869%, 10/15/2049(b)	U.S.$		85	$	90,554
SoFi Consumer Loan Program Trust Series 2018-1, Class B 3.65%, 02/25/2027(b)			115		117,370
					207,924
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 1.255% (LIBOR 1 Month + 1.13%), 12/25/2032(k)			7		7,102
Total Asset-Backed Securities (cost $594,567)					617,739
GOVERNMENTS - SOVEREIGN AGENCIES – 0.4%
Canada – 0.2%
Canada Housing Trust No. 1 1.80%, 12/15/2024(b)	CAD		85		69,057
1.95%, 12/15/2025(b)			275		223,995
					293,052
France – 0.2%
SNCF Reseau 3.125%, 10/25/2028	EUR		153		148,922
Societe Nationale SNCF SA 0.625%, 04/17/2030(b)			129		124,719
					273,641
Total Governments - Sovereign Agencies (cost $579,447)					566,693
LOCAL GOVERNMENTS - PROVINCIAL BONDS – 0.3%
Canada – 0.3%
Province of Ontario Canada 6.50%, 03/08/2029	CAD		240		253,771
Province of Quebec Canada 2.75%, 09/01/2027			305		257,728
Total Local Governments - Provincial Bonds (cost $508,668)					511,499

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED LOAN OBLIGATIONS – 0.3%
CLO - Floating Rate – 0.3%
Halcyon Loan Advisors Funding Ltd. Series 2018-1A, Class A2 2.024% (LIBOR 3 Month + 1.80%), 07/21/2031(b)(k)	U.S.$		250	$	250,028
Neuberger Berman Loan Advisers CLO Ltd. Series 2018-29A, Class B1 1.923% (LIBOR 3 Month + 1.70%), 10/19/2031(b)(k)			250		250,124
Total Collateralized Loan Obligations (cost $500,000)					500,152
		Shares
SHORT-TERM INVESTMENTS – 11.2%
Investment Companies – 11.2%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(f)(g)(l) (cost $17,134,141)			17,134,141		17,134,141
Total Investments Before Security Lending Collateral for Securities Loaned – 98.7% (cost $137,177,093)					151,408,888
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.3%
Investment Companies – 1.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(f)(g)(l) (cost $1,913,241)			1,913,241		1,913,241
Total Investments – 100.0% (cost $139,090,334)					153,322,129
Other assets less liabilities – 0.0%					20,321
Net Assets – 100.0%				$	153,342,450

40    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		17		March 2021	$	1,792,976	$	(116,175	)
10 Yr Canadian Bond Futures		12		June 2021		1,318,058		(23,311	)
BIST 30 Futures		1		April 2021		2,079		(46	)
E-Mini Russell 2000 Futures		24		March 2021		2,639,040		348,622
Euro STOXX 50 Index Futures		16		March 2021		700,185		5,741
Euro-BTP Futures		20		March 2021		3,614,826		(18,291	)
Euro-Schatz Futures		3		March 2021		406,016		(565	)
FTSE KLCI Futures		26		March 2021		502,977		(832	)
FTSE Taiwan Index Futures		10		March 2021		554,200		(13,777	)
Long Gilt Futures		28		June 2021		4,984,257		(39,669	)
MSCI Emerging Markets Futures		106		March 2021		7,091,930		473,181
OMXS30 Index Futures		8		March 2021		189,960		(3,787	)
S&P Mid 400 E-Mini Futures		1		March 2021		249,470		25,922
S&P/TSX 60 Index Futures		1		March 2021		168,443		(2,568	)
SET 50 Futures		1		March 2021		6,157		36
SPI 200 Futures		1		March 2021		127,517		(2,648	)
TOPIX Index Futures		1		March 2021		175,946		5,341
U.S. T-Note 5 Yr (CBT) Futures		60		June 2021		7,438,125		(58,920	)
U.S. Ultra Bond (CBT) Futures		47		June 2021		8,885,938		(34,155	)
WIG 20 Index Futures		14		March 2021		143,456		(1,562	)
Sold Contracts
10 Yr Mini Japan Government Bond Futures		20		March 2021		2,829,401		13,283
E-Mini Russell 1000 Futures		12		March 2021		1,295,280		(26,974	)
Euro Buxl 30 Yr Bond Futures		4		March 2021		1,012,634		67,490
Euro-BOBL Futures		6		March 2021		971,587		2,684
Euro-Bund Futures		14		March 2021		2,929,022		58,320
Japan 10 Yr Bond (OSE) Futures		1		March 2021		1,413,012		13,268
MEX BOLSA Index Futures		7		March 2021		149,436		2,925
MSCI EAFE Futures		1		March 2021		108,200		(3,352	)
S&P 500 E-Mini Futures		74		March 2021		14,094,040		(164,895	)
SGX Nifty 50 Futures		32		March 2021		929,568		34,218
U.S. 10 Yr Ultra Futures		2		June 2021		294,688		2,786
U.S. T-Note 10 Yr (CBT) Futures		26		June 2021		3,450,688		44,003
U.S. T-Note 2 Yr (CBT) Futures		21		June 2021		4,636,078		3,583
							$	589,876

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.	CNY	1,348	USD	207		04/22/2021	$	152
Australia and New Zealand Banking Group Ltd.	HKD	20,963	USD	2,704		08/13/2021		745
Bank of America, NA	USD	390	CLP	275,311		03/18/2021		(10,020	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	RUB	6,974	USD	94		03/24/2021	$	970
Bank of America, NA	USD	111	RUB	8,463		03/24/2021		1,843
Barclays Bank PLC	NZD	1,021	USD	761		03/17/2021		22,948
Barclays Bank PLC	GBP	575	USD	797		03/17/2021		(4,643	)
Barclays Bank PLC	USD	1,418	NOK	11,830		03/17/2021		(53,774	)
Barclays Bank PLC	COP	4,612,135	USD	1,325		03/18/2021		61,270
Barclays Bank PLC	RUB	26,543	USD	358		03/24/2021		3,620
Barclays Bank PLC	CZK	20,758	USD	969		03/24/2021		11,480
Barclays Bank PLC	USD	354	RUB	26,842		03/24/2021		4,308
Barclays Bank PLC	MYR	4,054	USD	999		03/25/2021		3,111
Barclays Bank PLC	MYR	1,337	USD	321		03/25/2021		(7,111	)
Barclays Bank PLC	USD	643	MYR	2,598		03/25/2021		(5,306	)
Barclays Bank PLC	USD	1,097	MYR	4,527		03/25/2021		14,886
Barclays Bank PLC	KRW	449,950	USD	403		04/22/2021		3,847
Barclays Bank PLC	USD	353	KRW	385,707		04/22/2021		(10,761	)
Barclays Bank PLC	TWD	3,663	USD	132		04/27/2021		(291	)
Barclays Bank PLC	USD	640	TWD	17,689		04/27/2021		(1,488	)
BNP Paribas SA	BRL	2,389	USD	438		03/02/2021		11,803
BNP Paribas SA	USD	437	BRL	2,389		03/02/2021		(10,849	)
BNP Paribas SA	USD	848	CAD	1,075		03/17/2021		(3,054	)
BNP Paribas SA	COP	2,541,669	USD	739		03/18/2021		42,848
BNP Paribas SA	USD	94	CLP	66,948		03/18/2021		(1,600	)
BNP Paribas SA	PLN	659	USD	176		03/24/2021		313
BNP Paribas SA	USD	231	AUD	290		03/30/2021		(7,797	)
BNP Paribas SA	GBP	1,244	USD	1,696		04/09/2021		(38,555	)
BNP Paribas SA	USD	583	GBP	412		04/09/2021		(8,163	)
BNP Paribas SA	SEK	2,647	USD	321		04/15/2021		7,386
BNP Paribas SA	CAD	1,027	USD	809		04/22/2021		2,089
BNP Paribas SA	USD	143	CNY	925		04/22/2021		(788	)
BNP Paribas SA	USD	192	JPY	20,371		05/20/2021		(932	)
Citibank, NA	CLP	137,595	USD	187		03/18/2021		(2,714	)
Citibank, NA	PEN	841	USD	231		03/18/2021		656
Citibank, NA	USD	66	CLP	46,921		03/18/2021		(1,445	)
Citibank, NA	USD	187	CLP	137,822		03/18/2021		3,520
Citibank, NA	USD	284	COP	1,008,165		03/18/2021		(8,108	)
Citibank, NA	INR	19,645	USD	269		04/15/2021		5,064
Citibank, NA	KRW	640,929	USD	588		04/22/2021		19,216
Citibank, NA	TWD	15,149	USD	550		04/27/2021		3,166
Citibank, NA	CHF	478	USD	538		05/06/2021		11,763
Citibank, NA	USD	352	CHF	318		05/06/2021		(1,771	)
Credit Suisse International	USD	256	NZD	344		03/05/2021		(6,845	)
Credit Suisse International	USD	179	NOK	1,498		04/15/2021		(6,587	)
Credit Suisse International	PHP	4,487	USD	93		04/22/2021		1,836
Deutsche Bank AG	CLP	773,691	USD	1,086		03/18/2021		16,794
Deutsche Bank AG	CLP	297,837	USD	409		03/18/2021		(2,556	)
Deutsche Bank AG	PEN	855	USD	235		03/18/2021		132
Deutsche Bank AG	USD	189	PEN	683		03/18/2021		(2,015	)
Deutsche Bank AG	USD	275	CLP	195,734		03/18/2021		(4,249	)
Deutsche Bank AG	USD	205	COP	731,243		03/18/2021		(4,650	)
Deutsche Bank AG	RUB	43,699	USD	588		03/24/2021		3,777
Deutsche Bank AG	USD	1,464	INR	108,688		04/15/2021		(3,391	)

42    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	USD	32	IDR	450,412		04/15/2021	$	(682	)
Deutsche Bank AG	KRW	118,526	USD	107		04/22/2021		1,537
Goldman Sachs Bank USA	BRL	1,020	USD	187		03/02/2021		4,840
Goldman Sachs Bank USA	USD	186	BRL	1,020		03/02/2021		(3,523	)
Goldman Sachs Bank USA	PEN	4,227	USD	1,168		03/18/2021		10,103
Goldman Sachs Bank USA	USD	280	PEN	1,013		03/18/2021		(2,421	)
Goldman Sachs Bank USA	RUB	27,103	USD	366		03/24/2021		4,044
Goldman Sachs Bank USA	USD	113	RUB	8,382		03/24/2021		(960	)
Goldman Sachs Bank USA	USD	140	RUB	10,625		03/24/2021		2,269
Goldman Sachs Bank USA	USD	257	MYR	1,048		03/25/2021		356
Goldman Sachs Bank USA	USD	48	BRL	262		04/05/2021		(1,437	)
Goldman Sachs Bank USA	USD	275	IDR	3,892,142		04/15/2021		(6,280	)
Goldman Sachs Bank USA	KRW	123,773	USD	113		04/22/2021		2,947
Goldman Sachs Bank USA	PHP	4,487	USD	93		04/22/2021		1,816
Goldman Sachs Bank USA	CNY	1,827	USD	282		04/22/2021		1,436
Goldman Sachs Bank USA	USD	94	KRW	101,792		04/22/2021		(3,355	)
Goldman Sachs Bank USA	TWD	7,927	USD	290		07/07/2021		464
HSBC Bank USA	USD	89	IDR	1,253,221		04/15/2021		(2,996	)
HSBC Bank USA	USD	345	CNY	2,238		04/22/2021		(1,216	)
JPMorgan Chase Bank, NA	BRL	866	USD	161		03/02/2021		6,571
JPMorgan Chase Bank, NA	USD	157	BRL	866		03/02/2021		(2,069	)
JPMorgan Chase Bank, NA	IDR	1,241,217	USD	88		04/15/2021		2,314
JPMorgan Chase Bank, NA	KRW	192,132	USD	173		04/22/2021		2,631
JPMorgan Chase Bank, NA	CNY	1,816	USD	280		04/22/2021		1,159
JPMorgan Chase Bank, NA	CAD	651	USD	521		04/22/2021		9,289
Morgan Stanley Capital Services, Inc.	EUR	1,063	USD	1,289		03/17/2021		6,264
Morgan Stanley Capital Services, Inc.	MYR	781	USD	187		03/25/2021		(4,401	)
Morgan Stanley Capital Services, Inc.	USD	238	MYR	965		03/25/2021		(1,221	)
Morgan Stanley Capital Services, Inc.	AUD	2,508	USD	1,946		03/30/2021		16,279
Morgan Stanley Capital Services, Inc.	CNY	14,416	USD	2,219		04/22/2021		5,703
Morgan Stanley Capital Services, Inc.	USD	94	KRW	103,725		04/22/2021		(1,998	)
Morgan Stanley Capital Services, Inc.	TWD	17,668	USD	641		04/27/2021		3,389
Morgan Stanley Capital Services, Inc.	JPY	615,181	USD	5,807		05/20/2021		30,161
Natwest Markets PLC	BRL	357	USD	65		03/02/2021		852
Natwest Markets PLC	USD	66	BRL	357		03/02/2021		(2,767	)
Natwest Markets PLC	COP	842,054	USD	237		03/18/2021		6,686
Natwest Markets PLC	CLP	195,867	USD	265		03/18/2021		(6,062	)
Natwest Markets PLC	USD	238	CLP	171,742		03/18/2021		(385	)
Natwest Markets PLC	USD	139	COP	481,904		03/18/2021		(6,483	)
Natwest Markets PLC	USD	327	RUB	24,197		03/24/2021		(3,852	)
Natwest Markets PLC	MYR	466	USD	114		03/25/2021		53
Natwest Markets PLC	USD	189	MYR	762		03/25/2021		(1,429	)
Natwest Markets PLC	MXN	6,936	USD	330		04/16/2021		(219	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Natwest Markets PLC	USD	161	TWD	4,438		04/27/2021	$	(1,045	)
Standard Chartered Bank	EUR	565	USD	685		03/15/2021		3,430
Standard Chartered Bank	COP	517,976	USD	147		03/18/2021		4,858
Standard Chartered Bank	PEN	1,595	USD	442		03/18/2021		4,398
Standard Chartered Bank	USD	299	PEN	1,092		03/18/2021		(70	)
Standard Chartered Bank	USD	414	COP	1,440,135		03/18/2021		(19,614	)
Standard Chartered Bank	USD	659	TRY	4,728		03/26/2021		(29,742	)
Standard Chartered Bank	IDR	2,050,207	USD	146		04/15/2021		4,101
Standard Chartered Bank	KRW	104,787	USD	94		04/22/2021		528
Standard Chartered Bank	PHP	31,867	USD	656		04/22/2021		7,842
Standard Chartered Bank	USD	1,136	CNY	7,381		04/22/2021		(2,903	)
Standard Chartered Bank	USD	94	KRW	103,821		04/22/2021		(2,236	)
Standard Chartered Bank	TWD	18,364	USD	664		04/27/2021		669
Standard Chartered Bank	USD	286	TWD	7,927		07/07/2021		2,830
State Street Bank & Trust Co.	NZD	1,709	USD	1,226		03/05/2021		(8,926	)
State Street Bank & Trust Co.	USD	269	NZD	369		03/05/2021		(1,737	)
State Street Bank & Trust Co.	USD	1,184	NZD	1,650		03/05/2021		8,043
State Street Bank & Trust Co.	NZD	197	AUD	183		03/05/2021		(1,906	)
State Street Bank & Trust Co.	THB	10,716	USD	357		03/11/2021		1,529
State Street Bank & Trust Co.	SGD	238	USD	179		03/11/2021		545
State Street Bank & Trust Co.	USD	559	SGD	737		03/11/2021		(5,830	)
State Street Bank & Trust Co.	USD	873	THB	26,159		03/11/2021		(5,006	)
State Street Bank & Trust Co.	CAD	521	USD	405		03/15/2021		(4,647	)
State Street Bank & Trust Co.	CAD	187	USD	148		03/15/2021		765
State Street Bank & Trust Co.	EUR	71	USD	87		03/15/2021		1,018
State Street Bank & Trust Co.	EUR	81	USD	96		03/15/2021		(2,063	)
State Street Bank & Trust Co.	USD	539	EUR	443		03/15/2021		(4,674	)
State Street Bank & Trust Co.	USD	408	CAD	520		03/15/2021		726
State Street Bank & Trust Co.	USD	149	CAD	188		03/15/2021		(1,525	)
State Street Bank & Trust Co.	SEK	2,819	USD	343		03/17/2021		8,834
State Street Bank & Trust Co.	EUR	3,934	USD	4,791		03/17/2021		42,898
State Street Bank & Trust Co.	NOK	671	USD	79		03/17/2021		2,110
State Street Bank & Trust Co.	AUD	1,504	USD	1,174		03/17/2021		17,100
State Street Bank & Trust Co.	EUR	1,046	USD	1,258		03/17/2021		(4,849	)
State Street Bank & Trust Co.	NZD	325	USD	233		03/17/2021		(1,851	)
State Street Bank & Trust Co.	CHF	446	USD	499		03/17/2021		8,820
State Street Bank & Trust Co.	GBP	208	USD	294		03/17/2021		4,352
State Street Bank & Trust Co.	GBP	42	USD	59		03/17/2021		(181	)
State Street Bank & Trust Co.	USD	3,457	EUR	2,833		03/17/2021		(37,723	)
State Street Bank & Trust Co.	USD	355	GBP	256		03/17/2021		2,157
State Street Bank & Trust Co.	USD	474	CAD	602		03/17/2021		(1,303	)
State Street Bank & Trust Co.	USD	736	EUR	612		03/17/2021		2,351
State Street Bank & Trust Co.	USD	80	NOK	671		03/17/2021		(3,020	)
State Street Bank & Trust Co.	USD	410	SEK	3,412		03/17/2021		(5,764	)
State Street Bank & Trust Co.	USD	1,203	JPY	127,463		03/17/2021		(7,373	)
State Street Bank & Trust Co.	HUF	162,069	USD	549		03/24/2021		9,633
State Street Bank & Trust Co.	PLN	3,515	USD	946		03/24/2021		8,405
State Street Bank & Trust Co.	EUR	231	USD	283		03/24/2021		4,479
State Street Bank & Trust Co.	USD	94	EUR	78		03/24/2021		(515	)
State Street Bank & Trust Co.	USD	833	PLN	3,074		03/24/2021		(12,954	)
State Street Bank & Trust Co.	PLN	695	EUR	153		03/24/2021		(785	)
State Street Bank & Trust Co.	USD	484	CZK	10,373		03/24/2021		(5,318	)

44    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	ILS	2,791	USD	854		03/25/2021	$	10,875
State Street Bank & Trust Co.	USD	113	ILS	369		03/25/2021		(1,719	)
State Street Bank & Trust Co.	TRY	2,649	USD	367		03/26/2021		14,285
State Street Bank & Trust Co.	USD	147	TRY	1,121		03/26/2021		2,049
State Street Bank & Trust Co.	USD	315	TRY	2,299		03/26/2021		(8,329	)
State Street Bank & Trust Co.	AUD	987	USD	766		03/30/2021		6,748
State Street Bank & Trust Co.	AUD	386	USD	295		03/30/2021		(2,004	)
State Street Bank & Trust Co.	USD	902	AUD	1,164		03/30/2021		(6,205	)
State Street Bank & Trust Co.	USD	446	AUD	585		03/30/2021		3,994
State Street Bank & Trust Co.	ZAR	3,462	USD	233		04/08/2021		5,439
State Street Bank & Trust Co.	USD	292	ZAR	4,312		04/08/2021		(8,276	)
State Street Bank & Trust Co.	GBP	996	USD	1,361		04/09/2021		(26,940	)
State Street Bank & Trust Co.	USD	339	GBP	240		04/09/2021		(4,304	)
State Street Bank & Trust Co.	USD	1,497	GBP	1,090		04/09/2021		22,087
State Street Bank & Trust Co.	EUR	78	GBP	69		04/09/2021		2,745
State Street Bank & Trust Co.	USD	95	EUR	78		04/09/2021		(1,255	)
State Street Bank & Trust Co.	USD	95	CHF	84		04/09/2021		(2,109	)
State Street Bank & Trust Co.	CHF	167	GBP	138		04/09/2021		9,041
State Street Bank & Trust Co.	NOK	5,906	USD	690		04/15/2021		8,353
State Street Bank & Trust Co.	SEK	3,801	USD	456		04/15/2021		5,376
State Street Bank & Trust Co.	SEK	785	USD	93		04/15/2021		(184	)
State Street Bank & Trust Co.	USD	869	SEK	7,231		04/15/2021		(11,758	)
State Street Bank & Trust Co.	USD	792	NOK	6,698		04/15/2021		(19,998	)
State Street Bank & Trust Co.	MXN	3,014	USD	147		04/16/2021		3,373
State Street Bank & Trust Co.	MXN	966	USD	46		04/16/2021		(59	)
State Street Bank & Trust Co.	USD	1,063	MXN	21,963		04/16/2021		(18,197	)
State Street Bank & Trust Co.	TRY	1,048	USD	141		04/19/2021		3,033
State Street Bank & Trust Co.	EUR	59	USD	71		04/19/2021		427
State Street Bank & Trust Co.	EUR	113	TRY	1,047		04/19/2021		2,031
State Street Bank & Trust Co.	USD	686	CAD	865		04/22/2021		(6,179	)
State Street Bank & Trust Co.	USD	525	CNY	3,399		04/22/2021		(3,053	)
State Street Bank & Trust Co.	CHF	1,282	USD	1,435		05/06/2021		23,270
State Street Bank & Trust Co.	USD	191	CHF	170		05/06/2021		(4,174	)
State Street Bank & Trust Co.	JPY	76,655	USD	724		05/20/2021		3,940
State Street Bank & Trust Co.	USD	477	JPY	50,468		05/20/2021		(2,774	)
State Street Bank & Trust Co.	EUR	287	USD	349		06/16/2021		1,972
State Street Bank & Trust Co.	CAD	107	USD	83		06/16/2021		(819	)
State Street Bank & Trust Co.	USD	85	CAD	107		06/16/2021		(865	)
UBS AG	BRL	860	USD	156		03/02/2021		2,053
UBS AG	USD	158	BRL	860		03/02/2021		(4,777	)
UBS AG	EUR	4,612	USD	5,634		03/17/2021		67,324
UBS AG	CHF	1,163	USD	1,303		03/17/2021		24,458
UBS AG	USD	1,241	SEK	10,284		03/17/2021		(23,103	)
UBS AG	RUB	4,476	USD	60		03/24/2021		383
UBS AG	USD	553	RUB	42,058		03/24/2021		8,637
UBS AG	USD	1,000	RUB	74,372		03/24/2021		(6,365	)
UBS AG	USD	662	TRY	5,085		03/26/2021		14,726
UBS AG	BRL	860	USD	158		04/05/2021		4,783
UBS AG	KRW	206,658	USD	188		04/22/2021		4,163
UBS AG	USD	300	KRW	333,192		04/22/2021		(4,252	)
UBS AG	USD	702	JPY	74,267		05/20/2021		(4,496	)
							$	179,719

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    45

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, 2021			Notional Amount (000)		Market Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Sale Contracts
CDX-NAIG Series 28, 5 Year Index, 06/20/2022*		1.00	%		Quarterly		0.34	%	USD	11,880	$	127,070	$	62,701	$	64,369
CDX-NAIG Series 34, 5 Year Index, 06/20/2025*		1.00			Quarterly		0.63		USD	940		16,495		2,886		13,609
CDX-NAIG Series 35, 5 Year Index, 12/20/2025*		1.00			Quarterly		0.56		USD	760		17,367		17,974		(607	)
iTraxxx Europe Series 27, 5 Year Index, 06/20/2022*		1.00			Quarterly		0.18		EUR	5,280		82,545		36,587		45,958
iTraxxx Europe Series 29, 5 Year Index, 06/20/2023*		1.00			Quarterly		0.31		EUR	240		5,283		3,023		2,260
											$	248,760	$	123,171	$	125,589

* 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	1,430		02/05/2023	6 Month LIBOR	0.177%	Semi-Annual/ Semi-Annual	$	(2,859	)	$	(17	)	$	(2,842	)
USD	3,120		02/09/2023	3 Month LIBOR	0.200%	Quarterly/ Semi-Annual		(2,272	)		– 0	–		(2,272	)
CAD	1,960		05/22/2024	3 Month CDOR	1.980%	Semi-Annual/ Semi-Annual		55,853			1			55,852
CNY	6,550		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly/ Quarterly		(12,401	)		– 0	–		(12,401	)

46    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
CNY	19,495		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly/Quarterly	$	(29,497	)	$	– 0	–	$	(29,497	)
CNY	19,785		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly/Quarterly		(26,807	)		– 0	–		(26,807	)
NOK	2,010		08/11/2030	0.825%	6 Month NIBOR	Annual/Semi-Annual		18,259			21,447			(3,188	)
NOK	2,010		08/11/2030	6 Month NIBOR	0.825%	Semi-Annual/ Annual		(18,383	)		– 0	–		(18,383	)
NOK	2,430		11/17/2030	1.053%	6 Month NIBOR	Annual/Semi-Annual		18,016			21,122			(3,106	)
NOK	2,430		11/17/2030	6 Month NIBOR	1.053%	Semi-Annual/ Annual		(17,991	)		– 0	–		(17,991	)
NZD	60		11/17/2030	0.785%	3 Month BKBM	Semi-Annual/ Quarterly		4,509			4,811			(302	)
NZD	60		11/17/2030	3 Month BKBM	0.785%	Quarterly/Semi-Annual		(4,520	)		– 0	–		(4,520	)
NZD	1,110		11/23/2030	0.841%	3 Month BKBM	Semi-Annual/ Quarterly		79,585			85,096			(5,511	)
NZD	1,110		11/23/2030	3 Month BKBM	0.841%	Quarterly/Semi-Annual		(79,596	)		– 0	–		(79,596	)
NOK	7,110		11/27/2030	6 Month NIBOR	1.111%	Semi-Annual/ Annual		(48,487	)		– 0	–		(48,487	)
NOK	2,760		11/27/2030	1.111%	6 Month NIBOR	Annual/Semi-Annual		18,855			21,525			(2,670	)
NZD	310		12/02/2030	0.876%	3 Month BKBM	Semi-Annual/ Quarterly		21,768			23,189			(1,421	)
NZD	310		12/02/2030	3 Month BKBM	0.876%	Quarterly/Semi-Annual		(21,764	)		– 0	–		(21,764	)
NOK	1,040		01/04/2031	6 Month NIBOR	1.280%	Semi-Annual/ Annual		(5,499	)		– 0	–		(5,499	)
NZD	450		01/05/2031	3 Month BKBM	0.978%	Quarterly/Semi-Annual		(29,310	)		– 0	–		(29,310	)
NZD	100		01/05/2031	0.978%	3 Month BKBM	Semi-Annual/ Quarterly		6,517			6,936			(419	)
NZD	250		01/11/2031	3 Month BKBM	1.058%	Quarterly/Semi-Annual		(15,013	)		– 0	–		(15,013	)
SEK	100		01/11/2031	3 Month STIBOR	0.383%	Quarterly/Annual		(475	)		(4	)		(471	)
NOK	2,840		01/18/2031	6 Month NIBOR	1.331%	Semi-Annual/ Annual		(13,744	)		– 0	–		(13,744	)
NOK	2,030		01/21/2031	6 Month NIBOR	1.348%	Semi-Annual/ Annual		(9,433	)		– 0	–		(9,433	)
NZD	450		01/21/2031	3 Month BKBM	1.075%	Quarterly/ Semi-Annual		(26,712	)		– 0	–		(26,712	)
GBP	290		02/05/2031	0.701%	6 Month LIBOR	Semi-Annual/ Semi-Annual		11,305			21			11,284

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    47

PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
USD	620		02/09/2031	1.226%	3 Month LIBOR	Semi-Annual/ Quarterly	$	16,371		$	– 0	–	$	16,371
NOK	2,770		02/19/2031	6 Month NIBOR	1.634%	Semi-Annual/ Annual		(4,780	)		– 0	–		(4,780	)
CHF	820		02/19/2031	(0.054)%	6 Month LIBOR	Annual/ Semi-Annual		11,810			– 0	–		11,810
NZD	510		02/19/2031	3 Month BKBM	1.616%	Quarterly/ Semi-Annual		(12,532	)		– 0	–		(12,532	)
EUR	240		09/30/2050	0.122%	6 Month EURIBOR	Annual/ Semi-Annual		19,397			– 0	–		19,397
EUR	240		09/30/2050	6 Month EURIBOR	(0.017)%	Semi-Annual /Annual		(31,132	)		– 0	–		(31,132	)
EUR	240		11/10/2050	0.022%	6 Month EURIBOR	Annual/ Semi-Annual		28,073			1,846			26,227
EUR	240		11/10/2050	6 Month EURIBOR	(0.043)%	Semi-Annual/ Annual		(33,597	)		– 0	–		(33,597	)
							$	(136,486	)	$	185,973		$	(322,459	)

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Payment Frequency Paid/ Received

Market Value

Upfront Premiums Paid/ (Received)

Unrealized Appreciation/ (Depreciation)

Barclays Bank PLC

USD

15,560

07/18/2022

1.937%

CPI#

Maturity

$

122,890

$

– 0

–

$

122,890

Citibank, NA

USD

2,880

06/08/2025

1.242%

CPI#

Maturity

161,067

– 0

–

161,067

Goldman Sachs International

USD

1,230

01/18/2023

2.206%

CPI#

Maturity

(9,208

)

– 0

–

(9,208

)

JPMorgan Chase Bank, NA

USD

980

01/14/2026

2.236%

CPI#

Maturity

6,190

– 0

–

6,190

$

280,939

$

– 0

–

$

280,939

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

48    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
MLABCOVL	LIBOR Plus 0.20%	Quarterly		USD	262			11/15/2021	$	4,648
MLABCOVL(1)	LIBOR Plus 0.20%	Quarterly		USD	2,402			01/18/2022		75,835
Citibank, NA
CGABROEC	LIBOR Plus 0.20%	Quarterly		USD	462			10/15/2021		2,380
CGABROEC	LIBOR Plus 0.20%	Quarterly		USD	206			10/15/2021		(2,713	)
Goldman Sachs International
Codemasters Group Holdings Plc	LIBOR Plus 0.35%	Monthly		GBP	152			01/05/2023		924
Codemasters Group Holdings Plc	LIBOR Plus 0.35%	Monthly		GBP	53			01/05/2023		325
Codemasters Group Holdings Plc	LIBOR Plus 0.35%	Monthly		GBP	13			01/05/2023		79
Codemasters Group Holdings Plc	LIBOR Plus 0.35%	Monthly		GBP	1			01/05/2023		6
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	54			01/05/2023		48
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	54			01/05/2023		48
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	48			01/05/2023		15
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	5			01/05/2023		2
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	0	**		01/05/2023		– 0	–
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	23			01/05/2023		(6	)
G4S PLC	LIBOR Plus 0.35%	Monthly		GBP	31			01/05/2023		(8	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	25			01/05/2023		22
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	37			01/05/2023		14
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	17			01/05/2023		3
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	0	**		01/05/2023		– 0	–
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	39			01/05/2023		(3	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	78			01/05/2023		(3	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	3			01/05/2023		(4	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	3			01/05/2023		(4	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    49

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	24			01/05/2023	$	(22	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	50			01/05/2023		(22	)
RSA Insurance Group PLC	LIBOR Plus 0.35%	Monthly		GBP	60			01/05/2023		(202	)
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly		USD	59			01/05/2023		99
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly		USD	15			01/05/2023		12
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly		USD	6			01/05/2023		7
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly		USD	2			01/05/2023		1
Signature Aviation PLC	LIBOR Plus 0.35%	Monthly		USD	0	**		01/05/2023		– 0	–
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	3			01/05/2023		(33	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	4			01/05/2023		(74	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	30			01/05/2023		(181	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	59			01/05/2023		(551	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	58			01/05/2023		(1,003	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	62			01/05/2023		(1,352	)
JPMorgan Chase Bank, NA
JPABJVAL(2)	LIBOR Plus 0.10%	Quarterly		JPY	65,735			02/15/2022		(25,097	)
JPQABEUV	EURIBOR Plus 0.15%	Quarterly		EUR	246			06/15/2021		(3,143	)
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly		GBP	68			08/12/2022		23,639
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly		GBP	22			08/12/2022		7,499
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly		GBP	18			08/12/2022		6,141
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly		GBP	17			08/12/2022		5,866
KAZ Minerals PLC	LIBOR Plus 0.40%	Monthly		GBP	11			08/12/2022		3,946
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	50			08/12/2022		1,310
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	51			08/12/2022		975
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	52			08/12/2022		571
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	50			08/12/2022		527

50    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	27		08/12/2022	$	280
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	25		08/12/2022		207
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	19		08/12/2022		156
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	12		08/12/2022		128
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	11		08/12/2022		124
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	29		08/12/2022		110
William Hill PLC	LIBOR Plus 0.40%	Monthly		GBP	2		08/12/2022		37
Morgan Stanley Capital Services LLC
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	44		01/27/2022		435
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	44		01/27/2022		435
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	8		01/27/2022		81
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	6		01/27/2022		54
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	6		01/27/2022		54
Applegreen PLC	EURIBOR Plus 0.50%	Monthly		EUR	1		01/27/2022		30
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	51		01/27/2022		775
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	51		01/27/2022		762
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	26		01/27/2022		386
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	25		01/27/2022		372
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	12		01/27/2022		194
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	5		01/27/2022		88
Calisen PLC	LIBOR Plus 0.50%	Annual		GBP	2		01/27/2022		29
IMImobile PLC	LIBOR Plus 0.50%	Annual		GBP	133		01/27/2022		1,047
IMImobile PLC	LIBOR Plus 0.50%	Monthly		GBP	54		01/27/2022		462
IMImobile PLC	LIBOR Plus 0.50%	Monthly		GBP	27		01/27/2022		229
IMImobile PLC	LIBOR Plus 0.50%	Monthly		GBP	6		01/27/2022		49
IMImobile PLC	LIBOR Plus 0.50%	Annual		GBP	3		01/27/2022		24

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    51

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
IMImobile PLC	LIBOR Plus 0.50%	Monthly		GBP	3		01/27/2022	$	24
RTS Futures Contract	0.00%	Monthly		USD	59		03/18/2021		924
RTS Futures Contract	0.00%	Monthly		USD	572		03/18/2021		(19,805	)
Tikkurila Oyj	EURIBOR Plus 0.50%	Annual		EUR	113		01/27/2022		37,030
Tikkurila Oyj	EURIBOR Plus 0.50%	Monthly		EUR	48		01/27/2022		51
Pay Total Return on Reference Obligation
Goldman Sachs International
Analog Devices, Inc.	LIBOR Minus 0.29%	Monthly		USD	32		01/05/2023		353
Analog Devices, Inc.	LIBOR Minus 0.29%	Monthly		USD	460		01/05/2023		(115,364	)
GSABHVIP	LIBOR	Quarterly		USD	200		12/15/2021		(1,211	)
ICON PLC	LIBOR Minus 0.23%	Monthly		USD	68		01/05/2023		4,459
ICON PLC	LIBOR Minus 0.23%	Monthly		USD	57		01/05/2023		3,584
ICON PLC	LIBOR Minus 0.23%	Monthly		USD	7		01/05/2023		633
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	114		01/05/2023		6,116
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	40		01/05/2023		2,082
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	23		01/05/2023		1,557
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	22		01/05/2023		1,178
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	20		01/05/2023		1,093
Lumentum Holdings Inc.	LIBOR Minus 0.30%	Monthly		USD	10		01/05/2023		687
Lumentum Holdings Inc.	LIBOR Minus 0.29%	Monthly		USD	7		01/05/2023		386
Morgan Stanley	LIBOR Minus 0.31%	Monthly		USD	1		01/05/2023		(111	)
Morgan Stanley	LIBOR Minus 0.31%	Monthly		USD	13		01/05/2023		(1,085	)
Morgan Stanley	LIBOR Minus 0.29%	Monthly		USD	26		01/05/2023		(9,431	)
Morgan Stanley	LIBOR Minus 0.29%	Monthly		USD	47		01/05/2023		(15,977	)
Morgan Stanley	LIBOR Minus 0.29%	Monthly		USD	48		01/05/2023		(16,576	)
Morgan Stanley	LIBOR Minus 0.29%	Monthly		USD	65		01/05/2023		(21,116	)
Morgan Stanley	LIBOR Minus 0.29%	Monthly		USD	98		01/05/2023		(35,354	)
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	7		01/27/2022		293

52    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	0	**		01/27/2022	$	10
Salesforce.com Inc.	LIBOR Minus 0.30%	Monthly		USD	10			01/05/2023		1,418
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	26			01/05/2023		1,270
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	28			01/05/2023		967
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	26			01/05/2023		765
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	13			01/05/2023		721
Salesforce.com Inc.	LIBOR Minus 0.08%	Monthly		USD	7			01/05/2023		688
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	26			01/05/2023		673
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	7			01/05/2023		369
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	12			01/05/2023		274
Salesforce.com Inc.	LIBOR Minus 0.29%	Monthly		USD	13			01/05/2023		(12	)
JPMorgan Chase Bank, NA
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	32			08/12/2022		2,255
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	10			08/12/2022		628
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	10			08/12/2022		610
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	10			08/12/2022		299
First Citizens Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	15			08/12/2022		6
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	2			08/12/2022		(274	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	2			08/12/2022		(375	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	11			08/12/2022		(870	)
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	9			08/12/2022		(979	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	16			08/12/2022		(1,255	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	11			08/12/2022		(2,071	)
Huntington Bancshares Inc.	LIBOR Minus 0.31%	Monthly		USD	18			08/12/2022		(2,493	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	43			08/12/2022		(3,156	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	44			08/12/2022		(8,573	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    53

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	70		08/12/2022	$	(13,612	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	86		08/12/2022		(16,443	)
Huntington Bancshares Inc.	LIBOR Minus 0.30%	Monthly		USD	178		08/12/2022		(34,386	)
Jazz Pharmaceuticals PLC	LIBOR Minus 0.31%	Monthly		USD	23		08/12/2022		(1,992	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	1		08/12/2022		(257	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	7		08/12/2022		(1,673	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	18		08/12/2022		(4,001	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	38		08/12/2022		(4,034	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	50		08/12/2022		(4,808	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	35		08/12/2022		(7,955	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	46		08/12/2022		(9,558	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	52		08/12/2022		(10,116	)
Marvell Technology Group Ltd.	LIBOR Minus 0.30%	Monthly		USD	54		08/12/2022		(12,354	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	36		08/12/2022		592
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	26		08/12/2022		605
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	34		08/12/2022		510
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	34		08/12/2022		337
S&P Global Inc.	LIBOR Minus 0.31%	Monthly		USD	40		08/12/2022		211
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	5		08/12/2022		157
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	3		08/12/2022		41
S&P Global Inc.	LIBOR Minus 0.31%	Monthly		USD	15		08/12/2022		169
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	7		08/12/2022		(110	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	32		08/12/2022		(153	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	33		08/12/2022		(186	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	28		08/12/2022		(300	)

54    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	76		08/12/2022	$	(1,039	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	37		08/12/2022		(991	)
S&P Global Inc.	LIBOR Minus 0.30%	Monthly		USD	70		08/12/2022		(1,098	)
STERIS PLC	LIBOR Minus 0.30%	Monthly		USD	54		08/12/2022		5,294
STERIS PLC	LIBOR Minus 0.30%	Monthly		USD	50		08/12/2022		4,873
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	60		08/12/2022		2,651
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	35		08/12/2022		1,753
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	34		08/12/2022		1,552
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	31		08/12/2022		1,545
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	26		08/12/2022		1,415
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	19		08/12/2022		904
STERIS PLC	LIBOR Minus 0.30%	Monthly		USD	5		08/12/2022		568
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	6		08/12/2022		292
STERIS PLC	LIBOR Minus 0.31%	Monthly		USD	2		08/12/2022		157
Morgan Stanley Capital Services LLC
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual		USD	40		01/27/2022		3,439
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Monthly		USD	2		01/27/2022		(170	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly		USD	134		01/27/2022		(2,971	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Monthly		USD	66		01/27/2022		(5,962	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Monthly		USD	58		01/27/2022		(6,689	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly		USD	153		01/27/2022		(9,272	)
AON PLC	LIBOR Minus 0.25%	Monthly		USD	13		01/27/2022		(3,281	)
AON PLC	LIBOR Minus 0.40%	Monthly		USD	17		01/27/2022		(4,807	)
AON PLC	LIBOR Minus 0.30%	Annual		USD	16		01/27/2022		(4,943	)
AON PLC	LIBOR Minus 0.29%	Annual		USD	56		01/27/2022		(5,192	)
AON PLC	LIBOR Minus 0.28%	Monthly		USD	21		01/27/2022		(5,787	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    55

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
AON PLC	LIBOR Minus 0.25%	Annual		USD	36		01/27/2022	$	(6,993	)
AON PLC	LIBOR Minus 0.25%	Monthly		USD	54		01/27/2022		(11,860	)
AON PLC	LIBOR Minus 0.28%	Monthly		USD	56		01/27/2022		(15,300	)
AON PLC	LIBOR Minus 1.10%	Monthly		USD	103		01/27/2022		(32,225	)
AON PLC	LIBOR Minus 0.40%	Annual		USD	177		01/27/2022		(49,388	)
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	46		01/27/2022		2,839
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	29		01/27/2022		2,455
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	56		01/27/2022		2,040
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	18		01/27/2022		1,082
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	22		01/27/2022		1,059
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	22		01/27/2022		1,053
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	23		01/27/2022		922
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	15		01/27/2022		660
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	19		01/27/2022		497
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	6		01/27/2022		325
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	6		01/27/2022		271
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	8		01/27/2022		204
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	1		01/27/2022		31
AstraZeneca PLC	LIBOR Minus 0.21%	Annual		USD	1		01/27/2022		19
Diamondback Energy, Inc.	LIBOR Minus 0.29%	Annual		USD	1		01/27/2022		(240	)
Diamondback Energy, Inc.	LIBOR Minus 0.29%	Annual		USD	1		01/27/2022		(253	)
Huntington Bancshares Inc.	LIBOR Minus 0.29%	Annual		USD	9		01/27/2022		(1,693	)
iBovespa Futures	0.00%	Monthly		BRL	1,538		04/14/2021		15,208
iBovespa Futures	0.00%	Monthly		BRL	659		04/14/2021		10,131
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	44		01/27/2022		8,465
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	26		01/27/2022		7,496

56    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	25			01/27/2022	$	7,301
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	24			01/27/2022		6,669
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	24			01/27/2022		6,052
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	22			01/27/2022		5,347
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	18			01/27/2022		4,571
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	14			01/27/2022		4,082
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	19			01/27/2022		3,918
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	11			01/27/2022		3,393
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	21			01/27/2022		3,193
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Annual		EUR	16			01/27/2022		2,823
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	9			01/27/2022		2,660
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	8			01/27/2022		2,422
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	13			01/27/2022		2,065
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	6			01/27/2022		1,854
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	13			01/27/2022		1,822
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	7			01/27/2022		1,753
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	3			01/27/2022		645
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	2			01/27/2022		604
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	2			01/27/2022		536
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	2			01/27/2022		489
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	1			01/27/2022		389
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	1			01/27/2022		280
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	1			01/27/2022		137
Just Eat Takeaway N.V.	EURIBOR Minus 0.35%	Monthly		EUR	0	**		01/27/2022		(3	)
MSABHOWN	LIBOR Minus 0.30%	Maturity		USD	175			05/17/2021		6,065

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    57

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Swiss Market Index Futures	0.00%		Monthly		CHF	105		03/19/2021	$	1,492
Teledyne Technologies Inc.	LIBOR Minus 0.29%		Annual		USD	30		01/27/2022		1,023
Teledyne Technologies Inc.	LIBOR Minus 0.29%		Annual		USD	35		01/27/2022		(165	)
Teledyne Technologies Inc.	LIBOR Minus 0.29%		Annual		USD	101		01/27/2022		(1,173	)
Teledyne Technologies Inc.	LIBOR Minus 0.29%		Annual		USD	55		01/27/2022		(1,351	)
									$	(218,993	)

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
FTSE 100 Index 05/21/2021*		25.10	%		Maturity		GBP	0	**	$	912		$	– 0	–	$	912
JPMorgan Chase Bank, NA
Nikkei 225 Index 05/14/2021*		26.90			Maturity		JPY	14			19,098			– 0	–		19,098
UBS AG
S&P/ASX 200 Index 05/20/2021*		22.72			Maturity		AUD	1			29,902			– 0	–		29,902
USD/JPY 09/30/2021*		7.85			Maturity		USD	14			(14,842	)		– 0	–		(14,842	)
Sale Contracts
Credit Suisse International
Nasdaq 100 Stock Index 03/19/2021*		28.00			Maturity		USD	0	**		(48,731	)		– 0	–		(48,731	)
Goldman Sachs Bank USA
USD/JPY 09/30/2021*		7.20			Maturity		USD	12			3,530			– 0	–		3,530
Goldman Sachs International
Nikkei 225 Index 03/12/2021*		22.31			Maturity		JPY	14			(51,964	)		– 0	–		(51,964	)
JPMorgan Chase Bank, NA
Russell 2000 Index 03/19/2021*		32.45			Maturity		USD	0	**		(33,311	)		– 0	–		(33,311	)
UBS AG
S&P/ASX 200 Index 03/18/2021*		19.66			Maturity		AUD	0	**		(13,085	)		– 0	–		(13,085	)
										$	(108,491	)	$	– 0	–	$	(108,491	)

* Termination date

** Notional amount less than 500.

58    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

(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, 2021, the aggregate market value of these securities amounted to $14,629,229 or 9.5% of net assets.

(c) Represents entire or partial securities out on loan.

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

(e) Fair valued by the Adviser.

(f) 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.

(g) Affiliated investments.

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

(i) Position, or a portion thereof, has been segregated to collateralize margin requirements for open exchange-traded derivatives.

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

(k) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 28, 2021.

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

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

HUF – Hungarian Forint

IDR – Indonesian Rupiah

ILS – Israeli Shekel

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

THB – Thailand Baht

TRY – Turkish Lira

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    59

PORTFOLIO OF INVESTMENTS (continued)

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ARMs – Adjustable Rate Mortgages

ASX – Australian Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

BTP – Buoni del Tesoro Poliennali

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

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

CLO – Collateralized Loan Obligations

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

LIBOR – London Interbank Offered Rate

MSCI – Morgan Stanley Capital International

NIBOR – Norwegian Interbank Offered Rate

OAT – Obligations Assimilables du Trésor

OMSX – Stockholm Stock Exchange

OSE – Osaka Securities Exchange

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

SGX – Singapore Exchange

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TBA – To Be Announced

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

(1) The following table represents the 50 largest long equity basket holdings underlying the total return swap with MLABCOVL as of February 28, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Kohl’s Corp.		1,747	$	96,531		4.0	%
Forward Air Corp.		1,109		95,146		4.0	%
Knight-Swift Transportation Holdings, Inc.		2,194		94,770		3.9	%
ManpowerGroup, Inc.		984		92,916		3.9	%
UniFirst Corp.		377		91,402		3.8	%
Vail Resorts, Inc.		291		89,850		3.7	%
Insperity, Inc.		1,008		89,444		3.7	%
Sonoco Products Co.		1,492		88,891		3.7	%
Union Pacific Corp.		427		87,945		3.7	%
Graham Holdings Co.		137		82,161		3.4	%
Choice Hotels International, Inc.		770		80,751		3.4	%
TEGNA, Inc.		3,577		65,214		2.7	%
John Wiley & Sons, Inc.		1,220		64,285		2.7	%
CVS Health Corp.		827		56,332		2.3	%
Sirius XM Holdings, Inc.		8,738		51,118		2.1	%
Valero Energy Corp.		660		50,800		2.1	%

60    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
HollyFrontier Corp.		1,276	$	48,317		2.0	%
Phillips 66		561		46,570		1.9	%
Pioneer Natural Resources Co.		296		43,909		1.8	%
Unum Group		1,117		29,566		1.2	%
Lincoln National Corp.		482		27,384		1.1	%
Kimco Realty Corp.		1,491		27,326		1.1	%
Regency Centers Corp.		494		27,064		1.1	%
Constellation Brands, Inc.		125		26,789		1.1	%
Ventas, Inc.		483		25,538		1.1	%
Simon Property Group, Inc.		223		25,204		1.0	%
PepsiCo, Inc.		193		24,961		1.0	%
Brown-Forman Corp.		344		24,629		1.0	%
Vornado Realty Trust		570		24,480		1.0	%
Welltower, Inc.		360		24,429		1.0	%
Prudential Financial, Inc.		274		23,778		1.0	%
Manulife Financial Corp.		1,136		22,628		0.9	%
Walgreens Boots Alliance, Inc.		465		22,276		0.9	%
Realty Income Corp.		365		22,020		0.9	%
Citigroup, Inc.		334		21,993		0.9	%
Boston Properties, Inc.		221		21,934		0.9	%
Weyerhaeuser Co		624		21,126		0.9	%
Anheuser-Busch InBev SA		363		20,984		0.9	%
AvalonBay Communities, Inc.		118		20,653		0.9	%
First Horizon Corp.		1,250		20,252		0.8	%
Equity Residential		304		19,874		0.8	%
Fifth Third Bancorp		563		19,544		0.8	%
Mid-America Apartment Communities, Inc.		145		19,541		0.8	%
Principal Financial Group, Inc.		345		19,517		0.8	%
Essex Property Trust, Inc.		74		18,792		0.8	%
United Bankshares, Inc.		501		18,522		0.8	%
Extra Space Storage, Inc.		141		17,721		0.7	%
Bank of New York Mellon Corp.		412		17,355		0.7	%
Reinsurance Group of America		140		17,124		0.7	%
Franklin Resources, Inc.		622		16,286		0.7	%
Other Long		6,373		296,020		12.3	%

(2) The following table represents the 50 largest long equity basket holdings underlying the total return swap with JPABJVAL as of February 28, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Hitachi, Ltd.		446		JPY  2,172,886		3.3	%
KDDI Corp.		659		2,168,418		3.3	%
SoftBank Corp.		1,176		1,693,942		2.6	%
Nippon Yusen KK		537		1,641,943		2.5	%
Sony Corp.		144		1,597,778		2.4	%
Japan Tobacco, Inc.		829		1,595,784		2.4	%
Daito Trust Construction Co., Ltd.		134		1,587,716		2.4	%
NEC Corp.		268		1,556,037		2.4	%
T&D Holdings, Inc.		1,079		1,549,683		2.4	%

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    61

PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
Asahi Kasei Corp.		1,339		JPY  1,534,344		2.3	%
SCSK Corp.		244		1,532,562		2.3	%
Sumitomo Dainippon Pharma Co., Ltd.		894		1,505,086		2.3	%
United Urban Investment Corp.		10		1,501,473		2.3	%
Lida Group Holdings Co., Ltd.		621		1,498,668		2.3	%
Yamaha Motor Co., Ltd.		643		1,491,149		2.3	%
Hoya Corp.		123		1,487,097		2.3	%
Taisei Corp.		396		1,486,213		2.3	%
Nitto Denko Corp.		163		1,480,816		2.3	%
Kao Corp.		205		1,466,178		2.2	%
Resona Holdings, Inc.		3,416		1,461,014		2.2	%
Amada Co., Ltd.		1,127		1,455,583		2.2	%
Shionogi & Co., Ltd.		269		1,455,283		2.2	%
Japan Post Insurance Co., Ltd.		617		1,344,017		2.0	%
NGK Spark Plug Co., Ltd.		744		1,341,585		2.0	%
Kurita Water Industries Ltd.		308		1,328,019		2.0	%
Capcom Co., Ltd.		202		1,307,779		2.0	%
Chubu Electric Power Co., Inc.		979		1,280,203		1.9	%
Toyota Motor Corp.		159		1,253,550		1.9	%
SG Holdings Co., Ltd.		511		1,251,821		1.9	%
Brother Industries Ltd.		586		1,226,802		1.9	%
Shimamura Co., Ltd.		114		1,213,032		1.8	%
Advantest Corp.		137		1,198,262		1.8	%
Lion Corp.		570		1,165,242		1.8	%
Azbil Corp.		242		1,094,250		1.7	%
Fuji Electric Co., Ltd.		238		1,050,323		1.6	%
Otsuka Holdings Co., Ltd.		238		1,003,907		1.5	%
McDonald’s Holdings Co./(Japan)		172		909,894		1.4	%
Orix JREIT, Inc.		5		837,007		1.3	%
SoftBank Group Corp.		84		832,751		1.3	%
Toho Gas Co., Ltd.		131		817,052		1.2	%
AGC, Inc.		206		805,247		1.2	%
Toyota Tsusho Corp.		180		803,459		1.2	%
Calbee, Inc.		270		755,178		1.1	%
Nippon Express Co., Ltd.		94		748,167		1.1	%
Persol Holdings Co., Ltd.		334		703,681		1.1	%
Ajinomoto Co., Inc.		327		693,658		1.1	%
Teijin Ltd.		351		641,989		1.0	%
ZOZO, Inc.		168		558,924		0.9	%
Suzuken Co., Ltd./Aichi Japan		135		546,592		0.8	%
Lixil Corp.		180		538,588		0.8	%
Other Long		1,922		3,565,137		5.4	%

See notes to financial statements.

62    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF ASSETS & LIABILITIES

February 28, 2021 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $92,749,918)	$	106,671,102	(a)
Affiliated issuers (cost $46,340,416—including investment of cash collateral for securities loaned of $1,913,241)		46,651,027
Cash		53,870
Cash collateral due from broker		3,757,103
Foreign currencies, at value (cost $1,371,352)		1,368,660
Receivable for investment securities sold and foreign currency transactions		1,118,344
Unrealized appreciation on forward currency exchange contracts		788,692
Unrealized appreciation on total return swaps		366,300
Unaffiliated interest and dividends receivable		332,500
Unrealized appreciation on inflation swaps		290,147
Receivable for variation margin on centrally cleared swaps		130,041
Affiliated dividends receivable		86,378
Unrealized appreciation on variance swaps		53,442
Receivable for variation margin on futures		53,097
Receivable for shares of beneficial interest sold		3,292
Other assets		2,740
Total assets		161,726,735
Liabilities
Payable for investment securities purchased and foreign currency transactions		4,279,182
Payable for collateral received on securities loaned		1,913,241
Unrealized depreciation on forward currency exchange contracts		608,973
Unrealized depreciation on total return swaps		585,293
Payable for shares of beneficial interest redeemed		374,383
Unrealized depreciation on variance swaps		161,933
Advisory fee payable		52,499
Distribution fee payable		35,593
Payable for terminated total return swaps		15,328
Transfer Agent fee payable		13,001
Unrealized depreciation on inflation swaps		9,208
Trustees’ fees payable		4,226
Payable for newly entered centrally cleared interest rate swaps		179,849
Accrued expenses and other liabilities		151,576
Total liabilities		8,384,285
Net Assets	$	153,342,450
Composition of Net Assets
Shares of beneficial interest, at par	$	121
Additional paid-in capital		141,660,721
Distributable earnings		11,681,608
	$	153,342,450

(a) Includes securities on loan with a value of $2,155,899 (see Note E).

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    63

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	$	131,406,185		10,335,467	$	12.71	*
C	$	9,858,505		774,684	$	12.73
Advisor	$	5,487,756		429,840	$	12.77
R	$	4,449,661		349,507	$	12.73
K	$	2,103,385		165,104	$	12.74
I	$	36,958		2,862	$	12.91

* The maximum offering price per share for Class A shares was $13.27 which reflects a sales charge of 4.25%.

See notes to financial statements.

64    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2021 (unaudited)

Investment Income
Dividends
Affiliated issuers	$	881,330
Unaffiliated issuers (net of foreign taxes withheld of $15,209)		488,025
Interest (net of foreign taxes withheld of $600)		272,112
Securities lending income		17,345		$	1,658,812
Expenses
Advisory fee (see Note B)		421,445
Distribution fee—Class A		164,088
Distribution fee—Class C		50,366
Distribution fee—Class R		10,916
Distribution fee—Class K		2,774
Transfer agency—Class A		68,274
Transfer agency—Class C		5,416
Transfer agency—Advisor Class		2,745
Transfer agency—Class R		5,677
Transfer agency—Class K		2,219
Transfer agency—Class I		24
Custody and accounting		142,473
Registration fees		47,291
Audit and tax		39,603
Printing		22,656
Legal		16,316
Trustees’ fees		9,761
Miscellaneous		21,017
Total expenses		1,033,061
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(92,790	)
Net expenses					940,271
Net investment income					718,541

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    65

STATEMENT OF OPERATIONS (continued)

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios	$	(1,004,064	)
Investment transactions(a)		8,748,572
Forward currency exchange contracts		(564,542	)
Futures		(3,318,056	)
Swaps		1,017,427
Swaptions written		16,830
Foreign currency transactions		460,674
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios		2,517,479
Investments(b)		(1,646,141	)
Forward currency exchange contracts		582,612
Futures		2,934,457
Swaps		(893,349	)
Swaptions written		(2,830	)
Foreign currency denominated assets and liabilities		(14,224	)
Net gain on investment and foreign currency transactions		8,834,845
Net Increase in Net Assets from Operations	$	9,553,386

(a) Net of foreign capital gains taxes of $727.

(b) Net of decrease in accrued foreign capital gains taxes of $3,246.

See notes to financial statements.

66    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	718,541		$	1,754,980
Net realized gain (loss) on investment and foreign currency transactions		5,356,841			(3,635,193	)
Net realized gain distributions from Affiliated Underlying Portfolios		– 0	–		46,863
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		3,478,004			3,952,736
Contributions from Affiliates (see Note B)		– 0	–		2,404
Net increase in net assets from operations		9,553,386			2,121,790
Distributions to Shareholders
Class A		(4,585,056	)		(4,906,979	)
Class C		(264,659	)		(380,447	)
Advisor Class		(198,708	)		(234,606	)
Class R		(137,730	)		(135,975	)
Class K		(61,098	)		(192,175	)
Class I		(1,500	)		(1,234	)
Transactions in Shares of Beneficial Interest
Net decrease		(6,478,124	)		(18,377,337	)
Proceeds from third party vendor (see Note F)		– 0	–		2,403
Total decrease		(2,173,489	)		(22,104,560	)
Net Assets
Beginning of period		155,515,939			177,620,499
End of period	$	153,342,450		$	155,515,939

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    67

NOTES TO FINANCIAL STATEMENTS

February 28, 2021 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Conservative Wealth Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by

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contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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

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

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

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

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

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

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

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2021:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	14,881,480		$	2,602,117		$	– 0	–	$	17,483,597
Health Care		9,463,210			1,970,898			– 0	–		11,434,108
Financials		6,523,776			2,586,968			– 0	–		9,110,744
Consumer Discretionary		6,444,419			2,362,151			– 0	–		8,806,570
Industrials		4,049,110			1,430,794			– 0	–		5,479,904
Communication Services		4,398 ,097			616,453			– 0	–		5,014,550
Consumer Staples		840,712			1,270,579			0	(a)		2,111,291
Materials		1,359,463			476,705			– 0	–		1,836,168
Utilities		807,316			319,096			– 0	–		1,126,412
Real Estate		649,549			196,467			– 0	–		846,016
Energy		348,123			372,004			– 0	–		720,127
Investment Companies		34,230,370			– 0	–		– 0	–		34,230,370
Governments – Treasuries		– 0	–		17,545,535			– 0	–		17,545,535
Corporates – Investment Grade		– 0	–		7,919,681			– 0	–		7,919,681
Mortgage Pass-Throughs		– 0	–		3,483,881			– 0	–		3,483,881
Governments – Sovereign Bonds		– 0	–		1,056,843			– 0	–		1,056,843
Quasi-Sovereigns		– 0	–		988,011			– 0	–		988,011
Commercial Mortgage-Backed Securities		– 0	–		841,941			– 0	–		841,941
Inflation-Linked Securities		– 0	–		704,027			– 0	–		704,027
Covered Bonds		– 0	–		687,724			– 0	–		687,724
Collateralized Mortgage Obligations		– 0	–		651,164			– 0	–		651,164
Asset-Backed Securities		– 0	–		617,739			– 0	–		617,739
Governments – Sovereign Agencies		– 0	–		566,693			– 0	–		566,693
Local Governments – Provincial Bonds		– 0	–		511,499			– 0	–		511,499
Collateralized Loan Obligations		– 0	–		500,152			– 0	–		500,152
Short-Term Investments		17,134,141			– 0	–		– 0	–		17,134,141
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		1,913,241			– 0	–		– 0	–		1,913,241
Total Investments in Securities		103,043,007			50,279,122			– 0	–		153,322,129

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Investments in Securities:

Level 1

Level 2

Level 3

Total

Other Financial Instruments(b):

Assets:

Futures

$

1,056,103

$

45,300

$

– 0

–

$

1,101,403

(c)

Forward Currency Exchange Contracts

– 0

–

788,692

– 0

–

788,692

Centrally Cleared Credit Default Swaps

– 0

–

248,760

– 0

–

248,760

(c)

Centrally Cleared Interest Rate Swaps

– 0

–

310,318

– 0

–

310,318

(c)

Inflation (CPI) Swaps

– 0

–

290,147

– 0

–

290,147

Total Return Swaps

– 0

–

366,300

– 0

–

366,300

Variance Swaps

– 0

–

53,442

– 0

–

53,442

Liabilities:

Futures

(505,092

)

(6,435

)

– 0

–

(511,527

)(c)

Forward Currency Exchange Contracts

– 0

–

(608,973

)

– 0

–

(608,973

)

Centrally Cleared Interest Rate Swaps

– 0

–

(446,804

)

– 0

–

(446,804

)(c)

Inflation (CPI) Swaps

– 0

–

(9,208

)

– 0

–

(9,208

)

Total Return Swaps

– 0

–

(585,293

)

– 0

–

(585,293

)

Variance Swaps

– 0

–

(161,933

)

– 0

–

(161,933

)

Total

$

103,594,018

$

50,563,435

$

– 0

–

$

154,157,453

(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.

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

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currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

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

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

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

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7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $24,850 for the six months ended February 28, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $429 from the sale of Class A shares and received $499 and $306 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. 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, 2021, such waiver amounted to $5,597.

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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, 2021. For the six months ended February 28, 2021, such waivers and/or reimbursements amounted to $86,997.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2021 is as follows:

															Distributions
Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/21 (000)		Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	6,038	$	45,409	$	34,313	$	– 0	–	$	– 0	–	$	17,134	$	2		$	– 0	–
AB Bond Fund, Inc. – AB All Market Real Return Portfolio		19,081		370		8,480		(631	)		1,464			11,804		370			– 0	–
AB High Income Fund, Inc.		17,239		521		2,640		(373	)		1,053			15,800		509			– 0	–
Government Money Market Portfolio*		1,821		21,242		21,150		– 0	–		– 0	–		1,913		0	**		– 0	–
Total							$	(1,004	)	$	2,517		$	46,651	$	881		$	– 0	–

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

** Amount is less than $500.

During the year ended August 31, 2020, the Adviser reimbursed the Fund $2,404 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the

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initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Plan

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

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	60,767,401	$	81,084,173
U.S. government securities		22,268,428		20,806,981

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	$	19,185,439
Gross unrealized depreciation		(4,427,464	)
Net unrealized appreciation	$	14,757,975

1. Derivative Financial Instruments

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

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

• Futures

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

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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, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

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During the six months ended February 28, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

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

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by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

The Fund may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties. The Fund’s maximum payment for written put swaptions equates to the notional amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the six months ended February 28, 2021, the Fund held written options for hedging and non-hedging purposes. During the six months ended February 28, 2021, the Fund held written swaptions for hedging and non-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”.

A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the

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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 over the counter (“OTC”) swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is

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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, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

During the six months ended February 28, 2021, the Fund held inflation (CPI) swaps for hedging and non-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.

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.

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During the six months ended February 28, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the six months ended February 28, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

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

During the six months ended February 28, 2021, the Fund held variance swaps for hedging and non-hedging purposes.

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

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

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terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the six months ended February 28, 2021, 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	$	205,417	*	Receivable/Payable for variation margin on futures	$	291,086	*
Equity contracts	Receivable/Payable for variation margin on futures		895,986	*	Receivable/Payable for variation margin on futures		220,441	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		126,196	*	Receivable/Payable for variation margin on centrally cleared swaps		607	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		140,941	*	Receivable/Payable for variation margin on centrally cleared swaps		463,400	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		788,692		Unrealized depreciation on forward currency exchange contracts		608,973
Interest rate contracts	Unrealized appreciation on inflation swaps		290,147		Unrealized depreciation on inflation swaps		9,208
Equity contracts	Unrealized appreciation on total return swaps		366,300		Unrealized depreciation on total return swaps		585,293
Foreign currency contracts	Unrealized appreciation on variance swaps		3,530		Unrealized depreciation on variance swaps		14,842
Equity contracts	Unrealized appreciation on variance swaps		49,912		Unrealized depreciation on variance swaps		147,091
Total		$	2,867,121			$	2,340,941

* 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.

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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)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(1,414,597	)	$	(172,528	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(1,903,459	)		3,106,985
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(564,542	)		582,612
Interest rate contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		16,830			(2,830	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(57,426	)		93,873
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(7,072	)		(9,856	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		128,151			(22,630	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		953,774			(954,736	)
Total		$	(2,848,341	)	$	2,620,890

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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, 2021:

Futures:
Average notional amount of buy contracts	$	47,582,788
Average notional amount of sale contracts	$	34,822,249
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	36,080,631
Average principal amount of sale contracts	$	61,777,205
Options Written:
Average notional amount	$	308,000	(a)
Swaptions Written:
Average notional amount	$	443,370	(a)
Interest Rate Swaps:
Average notional amount	$	480,252
Inflation Swaps:
Average notional amount	$	17,727,143
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	16,887,248
Centrally Cleared Inflation Swaps:
Average notional amount	$	15,560,000	(a)
Credit Default Swaps:
Average notional amount of sale contracts	$	227,200	(b)
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	352,167	(c)
Average notional amount of sale contracts	$	21,049,081
Total Return Swaps:
Average notional amount	$	10,671,092
Variance Swaps:
Average notional amount	$	1,577,145

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

(b) Positions were open for four month during the period.

(c) Positions were open for five 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, 2021. 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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Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

Australia and New Zealand Banking Group Ltd.

$

897

$

– 0

–

$

– 0

–

$

– 0

–

$

897

Bank of America, NA

84,208

(10,020

)

– 0

–

– 0

–

74,188

Barclays Bank PLC

248,360

(83,374

)

– 0

–

– 0

–

164,986

BNP Paribas SA

64,439

(64,439

)

– 0

–

– 0

–

– 0

–

Citibank, NA

206,832

(16,751

)

– 0

–

– 0

–

190,081

Credit Suisse International

1,836

(1,836

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

22,240

(17,543

)

– 0

–

– 0

–

4,697

Goldman Sachs Bank USA/Goldman Sachs International

62,986

(62,986

)

– 0

–

– 0

–

– 0

–

JPMorgan Chase Bank, NA

126,192

(126,192

)

– 0

–

– 0

–

– 0

–

Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.

235,112

(197,143

)

– 0

–

– 0

–

37,969

Natwest Markets PLC

7,591

(7,591

)

– 0

–

– 0

–

– 0

–

Standard Chartered Bank

28,656

(28,656

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

252,803

(247,151

)

– 0

–

– 0

–

5,652

UBS AG

156,429

(70,920

)

– 0

–

– 0

–

85,509

Total

$

1,498,581

$

(934,602

)

$

– 0

–

$

– 0

–

$

563,979

^

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Bank of America, NA

$

10,020

$

(10,020

)

$

– 0

–

$

– 0

–

$

– 0

–

Barclays Bank PLC

83,374

(83,374

)

– 0

–

– 0

–

– 0

–

BNP Paribas SA

71,738

(64,439

)

– 0

–

– 0

–

7,299

Citibank, NA

16,751

(16,751

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

62,163

(1,836

)

– 0

–

– 0

–

60,327

Deutsche Bank AG

17,543

(17,543

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA/Goldman Sachs International

298,853

(62,986

)

(235,867

)

– 0

–

– 0

–

HSBC Bank USA

4,212

– 0

–

– 0

–

– 0

–

4,212

JPMorgan Chase Bank, NA

208,732

(126,192

)

(82,540

)

– 0

–

– 0

–

Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.

197,143

(197,143

)

– 0

–

– 0

–

– 0

–

Natwest Markets PLC

22,242

(7,591

)

– 0

–

– 0

–

14,651

Standard Chartered Bank

54,565

(28,656

)

– 0

–

– 0

–

25,909

State Street Bank & Trust Co.

247,151

(247,151

)

– 0

–

– 0

–

– 0

–

UBS AG

70,920

(70,920

)

– 0

–

– 0

–

– 0

–

Total

$

1,365,407

$

(934,602

)

$

(318,407

)

$

– 0

–

$

112,398

^

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

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

2. Currency Transactions

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

NOTE E

Securities Lending

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

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

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2021 is as follows:

Market Value of Securities on Loan*	Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
							Income Earned		Advisory Fee Waived
$  2,155,899	$	1,913,241	$	302,592	$	17,030	$	315	$	196

* As of February 28, 2021.

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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, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class A
Shares sold		102,330			437,312		$	1,268,127		$	5,211,647
Shares issued in reinvestment of dividends		326,790			350,398			4,071,800			4,383,473
Shares converted from Class B		– 0	–		54,858			– 0	–		701,161
Shares converted from Class C		60,855			241,350			755,734			2,875,529
Shares redeemed		(874,194	)		(1,893,262	)		(11,001,522	)		(22,730,864	)
Net decrease		(384,219	)		(809,344	)	$	(4,905,861	)	$	(9,559,054	)
Class B
Shares sold		– 0	–		8		$	– 0	–	$	100
Shares converted to Class A		– 0	–		(53,971	)		– 0	–		(701,161	)
Shares redeemed		– 0	–		(403	)		– 0	–		(5,454	)
Net decrease		– 0	–		(54,366	)	$	– 0	–	$	(706,515	)
Class C
Shares sold		6,212			75,557		$	77,065		$	910,240
Shares issued in reinvestment of dividends		19,127			27,578			238,896			345,273
Shares converted to Class A		(61,053	)		(241,958	)		(755,734	)		(2,875,529	)
Shares redeemed		(55,241	)		(193,709	)		(693,042	)		(2,293,928	)
Net decrease		(90,955	)		(332,532	)	$	(1,132,815	)	$	(3,913,944	)
Advisor Class
Shares sold		56,870			93,625		$	725,156		$	1,136,658
Shares issued in reinvestment of dividends		12,869			15,478			160,868			194,255
Shares redeemed		(75,467	)		(184,853	)		(945,333	)		(2,174,359	)
Net decrease		(5,728	)		(75,750	)	$	(59,309	)	$	(843,446	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class R
Shares sold		55,464			83,991		$	699,721		$	1,004,375
Shares issued in reinvestment of dividends		11,036			10,843			137,730			135,975
Shares redeemed		(62,732	)		(115,240	)		(787,171	)		(1,428,808	)
Net increase (decrease)		3,768			(20,406	)	$	50,280		$	(288,458	)
Class K
Shares sold		4,296			18,598		$	54,077		$	223,140
Shares issued in reinvestment of dividends		4,896			15,386			61,096			192,175
Shares redeemed		(42,986	)		(299,774	)		(542,588	)		(3,487,386	)
Net decrease		(33,794	)		(265,790	)	$	(427,415	)	$	(3,072,071	)
Class I
Shares sold		113			443		$	1,445		$	5,393
Shares issued in reinvestment of dividends		88			67			1,115			850
Shares redeemed		(421	)		(7	)		(5,564	)		(92	)
Net increase (decrease)		(220	)		503		$	(3,004	)	$	6,151

During the year ended August 31, 2020, a third party vendor reimbursed the Fund $2,403 for losses incurred due to a trade entry error. This amount is presented in the Fund’s consolidated statement of changes in net assets.

NOTE G

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), 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, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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NOTES TO FINANCIAL STATEMENTS (continued)

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

High Yield Debt Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Interest Rate Risk—Changes in interest rates will affect the value of the Fund’s investments 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. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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

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

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

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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NOTES TO FINANCIAL STATEMENTS (continued)

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.

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 in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a

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NOTES TO FINANCIAL STATEMENTS (continued)

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

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2021.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2021 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	5,317,969	$	1,300,747
Net long-term capital gains		533,447		– 0	–
Total taxable distributions paid	$	5,851,416	$	1,300,747

As of August 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,929,970
Accumulated capital and other losses		(9,731,742	)(a)
Unrealized appreciation/(depreciation)		12,182,147	(b)
Total accumulated earnings/(deficit)	$	7,380,375	(c)

(a) As of August 31, 2020, the cumulative deferred loss on straddles was $55,036. As of August 31, 2020, the Fund had a net post-October capital loss deferral of $9,676,706.

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

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the accrual of foreign capital gains tax.

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, 2020, the Fund did not have any capital loss carryforwards.

NOTE J

Subsequent Events

As of February 28, 2021, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of their original purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares after eight years instead of ten years.

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

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FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.38			$  12.58			$  12.14			$  12.79			$  12.38			$  12.18
Income From Investment Operations
Net investment income(a)(b)		.06			.14			.16			.17			.38			.27
Net realized and unrealized gain on investment transactions		.71			.10			.37			.10			.34			.19
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.77			.24			.53			.27			.72			.46
Less: Dividends and Distributions
Dividends from net investment income		(.44	)		(.40	)		(.09	)		(.56	)		(.31	)		(.26	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.19	)		– 0	–		– 0	–
Total dividends and distributions		(.44	)		(.44	)		(.09	)		(.92	)		(.31	)		(.26	)
Net asset value, end of period		$  12.71			$  12.38			$  12.58			$  12.14			$  12.79			$  12.38
Total Return
Total investment return based on net asset value(d)*		6.41	%		1.77	%		4.47	%		2.14	%		5.93	%		3.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$131,406			$132,657			$145,002			$160,517			$174,667			$180,380
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.17	%^		1.14	%		1.05	%		1.04	%		1.01	%		.94	%
Expenses, before waivers/reimbursements(e)‡		1.29	%^		1.29	%		1.23	%		1.25	%		1.09	%		1.00	%
Net investment income(b)		.99	%^		1.13	%		1.32	%		1.36	%		3.08	%		2.20	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

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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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.32			$  12.51			$  12.07			$  12.58			$  12.17			$  12.00
Income From Investment Operations
Net investment income(a)(b)		.01			.05			.07			.08			.29			.17
Net realized and unrealized gain on investment transactions		.73			.09			.37			.09			.32			.19
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.74			.14			.44			.17			.61			.36
Less: Dividends and Distributions
Dividends from net investment income		(.33	)		(.29	)		– 0	–		(.38	)		(.20	)		(.19	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.13	)		– 0	–		– 0	–
Total dividends and distributions		(.33	)		(.33	)		– 0	–		(.68	)		(.20	)		(.19	)
Net asset value, end of period		$  12.73			$  12.32			$  12.51			$  12.07			$  12.58			$  12.17
Total Return
Total investment return based on net asset value(d)*		5.98	%		.97	%		3.73	%		1.37	%		5.12	%		3.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,858			$10,667			$14,989			$22,039			$41,637			$73,686
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.93	%^		1.89	%		1.80	%		1.77	%		1.75	%		1.69	%
Expenses, before waivers/reimbursements(e)‡		2.05	%^		2.04	%		1.98	%		1.98	%		1.82	%		1.75	%
Net investment income(b)		.24	%^		.44	%		.59	%		.64	%		2.41	%		1.45	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

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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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.44			$  12.64			$  12.20			$  12.86			$  12.45			$  12.24
Income From Investment Operations
Net investment income(a)(b)		.08			.17			.19			.20			.41			.32
Net realized and unrealized gain on investment transactions		.73			.10			.37			.10			.33			.17
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.81			.27			.56			.30			.74			.49
Less: Dividends and Distributions
Dividends from net investment income		(.48	)		(.43	)		(.12	)		(.59	)		(.33	)		(.28	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.20	)		– 0	–		– 0	–
Total dividends and distributions		(.48	)		(.47	)		(.12	)		(.96	)		(.33	)		(.28	)
Net asset value, end of period		$  12.77			$  12.44			$  12.64			$  12.20			$  12.86			$  12.45
Total Return
Total investment return based on net asset value(d)*		6.56	%		2.02	%		4.81	%		2.39	%		6.15	%		4.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,488			$5,419			$6,464			$8,772			$9,274			$12,277
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.92	%^		.89	%		.80	%		.79	%		.75	%		.69	%
Expenses, before waivers/reimbursements(e)‡		1.04	%^		1.04	%		.97	%		1.00	%		.83	%		.75	%
Net investment income(b)		1.25	%^		1.41	%		1.58	%		1.60	%		3.26	%		2.60	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.37			$  12.57			$  12.13			$  12.76			$  12.36			$  12.15
Income From Investment Operations
Net investment income(a)(b)		.04			.09			.11			.12			.33			.25
Net realized and unrealized gain on investment transactions		.72			.10			.38			.09			.32			.17
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.76			.19			.49			.21			.65			.42
Less: Dividends and Distributions
Dividends from net investment income		(.40	)		(.35	)		(.05	)		(.50	)		(.25	)		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.17	)		– 0	–		– 0	–
Total dividends and distributions		(.40	)		(.39	)		(.05	)		(.84	)		(.25	)		(.21	)
Net asset value, end of period		$  12.73			$  12.37			$  12.57			$  12.13			$  12.76			$  12.36
Total Return
Total investment return based on net asset value(d)*		6.21	%		1.36	%		4.06	%		1.73	%		5.42	%		3.56	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,450			$4,278			$4,604			$3,896			$4,078			$4,532
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.58	%^		1.53	%		1.46	%		1.45	%		1.42	%		1.34	%
Expenses, before waivers/reimbursements(e)‡		1.70	%^		1.68	%		1.63	%		1.66	%		1.50	%		1.40	%
Net investment income(b)		.59	%^		.74	%		.89	%		.94	%		2.63	%		2.03	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

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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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.35			$  12.55			$  12.11			$  12.75			$  12.35			$  12.15
Income From Investment Operations
Net investment income(a)(b)		.05			.14			.15			.15			.37			.25
Net realized and unrealized gain on investment transactions		.72			.08			.37			.11			.32			.20
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.77			.22			.52			.26			.69			.45
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		(.38	)		(.08	)		(.55	)		(.29	)		(.25	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.18	)		– 0	–		– 0	–
Total dividends and distributions		(.38	)		(.42	)		(.08	)		(.90	)		(.29	)		(.25	)
Net asset value, end of period		$  12.74			$  12.35			$  12.55			$  12.11			$  12.75			$  12.35
Total Return
Total investment return based on net asset value(d)*		6.42	%		1.58	%		4.45	%		2.07	%		5.72	%		3.82	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,103			$2,456			$5,832			$6,734			$7,096			$7,277
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.27	%^		1.23	%		1.15	%		1.15	%		1.11	%		1.03	%
Expenses, before waivers/reimbursements(e)‡		1.39	%^		1.38	%		1.32	%		1.36	%		1.19	%		1.09	%
Net investment income(b)		.85	%^		1.12	%		1.24	%		1.23	%		2.96	%		2.08	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

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FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.58			$  12.78			$  12.34			$  12.82			$  12.42			$  12.21
Income From Investment Operations
Net investment income(a)(b)		.08			.16			.18			.25			.40			.29
Net realized and unrealized gain on investment transactions		.73			.11			.39			.05			.34			.20
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.81			.27			.57			.30			.74			.49
Less: Dividends and Distributions
Dividends from net investment income		(.48	)		(.43	)		(.13	)		(.46	)		(.34	)		(.28	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.15	)		– 0	–		– 0	–
Total dividends and distributions		(.48	)		(.47	)		(.13	)		(.78	)		(.34	)		(.28	)
Net asset value, end of period		$  12.91			$  12.58			$  12.78			$  12.34			$  12.82			$  12.42
Total Return
Total investment return based on net asset value(d)*		6.57	%		2.02	%		4.72	%		2.34	%		6.09	%		4.11	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37			$39			$33			$10			$36			$453
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.94	%^		.91	%		.86	%		.73	%		.78	%		.72	%
Expenses, before waivers/reimbursements(e)‡		1.06	%^		1.06	%		1.02	%		.94	%		.86	%		.77	%
Net investment income(b)		1.23	%^		1.33	%		1.46	%		1.99	%		3.25	%		2.41	%
Portfolio turnover rate		61	%		96	%		100	%		90	%		86	%		5	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%^		.17	%		.20	%		.25	%		.22	%		.24	%

See footnote summary on page 104.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    103

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 28, 2021 and the years ended August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .12% (annualized), .15%, .17%, .21% and .08%, respectively.

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

^ Annualized.

See notes to financial statements.

104    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Onur Erzan*, President and Chief Executive Officer	Nancy P. Jacklin(1) Jeanette W. Loeb(1) Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Alexander Barenboym(2), Vice President Daniel J. Loewy(2), Vice President Defne Ozaltun(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

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

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

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Barenboym and Loewy and Ms. Ozaltun are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

* Mr. Robert M. Keith retired as President, Chief Executive Officer and a Director of the Fund as of March 31, 2021. Mr. Onur Erzan, Senior Vice President and Head of the Global Client Group of the Adviser, has been elected President, Chief Executive Officer and a Director of the Fund, effective April 1, 2021.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    105

Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

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The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    107

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Conservative Wealth Strategy (the “Fund”) at a meeting held by video conference on August 4-5, 2020 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

108    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The 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 2018 and 2019 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    109

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

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

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.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund

110    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

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

Economies of Scale

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    111

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

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

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

112    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

AB CONSERVATIVE WEALTH STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

CW-0152-0221                

FEB    ^02.28.21

SEMI-ANNUAL REPORT

AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are 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.

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the 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.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

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

SEMI-ANNUAL REPORT

April 5, 2021

This report provides management’s discussion of fund performance for the AB Tax-Managed All Market Income Portfolio for the semi-annual reporting period ended February 28, 2021.

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

NAV RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO
Class A Shares		5.43%		2.48%
Class C Shares		5.07%		1.77%
Advisor Class Shares1		5.55%		2.74%
Primary Benchmark: Bloomberg Barclays 5-Year GO Municipal Bond Index		-0.09%		1.57%
MSCI ACWI (net)		13.04%		30.25%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg Barclays 5-Year General Obligation (“GO”) Municipal Bond Index, and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for the six- and 12-month periods ended February 28, 2021.

All share classes of the Fund outperformed the primary benchmark and underperformed the MSCI ACWI (net) for both periods, before sales charges. During the six-month period, overall allocation to equities, fixed-income assets and non-traditional income assets contributed to absolute performance. Security selection within fixed-income assets also contributed, while selection within equities and non-traditional income assets detracted. During the 12-month period, overall allocation to equities and non-traditional income assets were positive, while allocations to fixed-income assets detracted. Security selection within fixed-income assets contributed; selection within equities and non-traditional income assets detracted. Active currency management was neutral over both periods.

The Fund utilized derivatives for hedging and investment purposes in the form of futures and credit default swaps, which contributed to absolute

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returns for both periods, while total return swaps and written options detracted; currency forwards and inflation Consumer Price Index swaps had no material impact on returns for either period; interest rate swaps detracted for the six-month period, but contributed for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities, supported by extensive monetary and fiscal stimulus, continued to recover from lows triggered by the COVID-19 pandemic and recorded positive returns for the six-month period ended February 28, 2021. Equity markets suffered a setback at the beginning of the period as volatility and style rotation, including a broad sell-off of mega-cap technology stocks, prevailed. Favorable news about the efficacy of potential coronavirus vaccines helped offset market volatility that was prompted by the continued spread of the virus in many countries, a potentially contested US presidential election and lack of additional US fiscal stimulus. Later, despite the emergence of seemingly more transmissible strains of the virus—a significant decline in new cases, the acceleration of vaccine distribution, and positive signs that a $1.9 trillion relief package would be approved supported global equity markets. As the period drew to a close, the emergence of inflationary fears, especially in the US, precipitated a sharp rise in long-term government bond yields and an accompanying correction in equities. Rising longer-term interest rates pressured the valuations of many market-leading technology and growth stocks, especially in the US, boosting a rotation into more cyclical and value-oriented stocks. For the semi-annual period, small-cap stocks substantially outperformed large-cap stocks on a relative basis, and periods of market rotation led large and small value-style stocks to outperform their growth-style peers.

Global fixed-income market returns were mixed, with an elevated amount of volatility and dispersion between credit sectors over the six-month period. Developed-market government bonds were negative, and US Treasury bonds underperformed other major markets as longer-term US interest rates rose from a low in September 2020. Municipal bonds fared better than US Treasuries, perhaps owing to the increased value investors assigned to their tax advantages amid expectations that future personal income tax rates could rise under a new US administration. Risk assets began to significantly rise, beginning in November, when positive vaccine news extended the credit rally. Emerging- and developed-market high-yield corporate bonds led gains with significant positive returns as investors searched for higher yields in a period of historically low interest rates. Emerging-market local-currency bonds also had strong positive results. Globally, developed-market investment-grade corporate bonds had positive results and outperformed global treasuries, but returns were slightly negative in the US. Securitized assets also outperformed treasuries with slightly negative results. The US dollar fell against most developed-market currencies and was mixed relative to emerging-market currencies. Brent crude oil prices rebounded by 46% on

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the improved economic outlook and OPEC+ production cuts. Copper gained almost 35% from increased demand for infrastructure and green energy initiatives. Gold prices fell over 12% due to the improved economic landscape, following a large advance earlier in calendar year, and as a non-interest-bearing asset in a rising rate environment.

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

The municipal components may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of February 28, 2021, the Fund’s percentages of total investments in insured bonds and in insured bonds that have been pre-refunded or escrowed to maturity were 4.30% and 0.00%, respectively.

INVESTMENT POLICIES

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

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

(continued on next page)

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

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

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

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

(continued on next page)

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

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DISCLOSURES AND RISKS

Benchmark Disclosure

All indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Barclays 5-Year GO Municipal Bond Index represents the performance of long-term, investment-grade tax-exempt bonds with maturities ranging from four to six years. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), 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

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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. 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. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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

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DISCLOSURES AND RISKS (continued)

conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

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

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

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

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

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

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

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

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DISCLOSURES AND RISKS (continued)

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to April 17, 2017, is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

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

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HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		2.48%		-1.90%
5 Years		5.11%		4.20%
10 Years		4.08%		3.63%
CLASS C SHARES
1 Year		1.77%		0.77%
5 Years		4.32%		4.32%
10 Years		3.33%		3.33%
ADVISOR CLASS SHARES1
1 Year		2.74%		2.74%
5 Years		5.36%		5.36%
10 Years		4.36%		4.36%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.35%, 2.11% and 1.10% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios exclusive of acquired fund fees and expenses, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs to 0.99%, 1.74% and 0.74% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 This share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		19.60%
5 Years		4.24%
10 Years		3.99%
CLASS C SHARES
1 Year		23.00%
5 Years		4.37%
10 Years		3.69%
ADVISOR CLASS SHARES1
1 Year		25.16%
5 Years		5.40%
10 Years		4.72%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		18.78%
5 Years		3.01%
10 Years		3.13%
CLASS C SHARES
1 Year		22.38%
5 Years		3.35%
10 Years		2.97%
ADVISOR CLASS SHARES1
1 Year		24.24%
5 Years		4.11%
10 Years		3.81%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		12.22%
5 Years		3.26%
10 Years		3.16%
CLASS C SHARES
1 Year		14.09%
5 Years		3.34%
10 Years		2.89%
ADVISOR CLASS SHARES1
1 Year		15.59%
5 Years		4.18%
10 Years		3.76%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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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, 2020		Ending Account Value February 28, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,054.30	$	4.99		0.98	%	$	5.04		0.99	%
Hypothetical**	$	1,000	$	1,019.93	$	4.91		0.98	%	$	4.96		0.99	%
Class C
Actual	$	1,000	$	1,050.70	$	8.80		1.73	%	$	8.85		1.74	%
Hypothetical**	$	1,000	$	1,016.22	$	8.65		1.73	%	$	8.70		1.74	%
Advisor Class
Actual	$	1,000	$	1,055.50	$	3.72		0.73	%	$	3.77		0.74	%
Hypothetical**	$	1,000	$	1,021.17	$	3.66		0.73	%	$	3.71		0.74	%

* 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).

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PORTFOLIO SUMMARY

February 28, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $88.4

1 All data are as of February 28, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO SUMMARY (continued)

February 28, 2021 (unaudited)

1 All data are as of February 28, 2021. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non-credit worthy investments such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

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PORTFOLIO OF INVESTMENTS

February 28, 2021 (unaudited)

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 55.5%
Long-Term Municipal Bonds – 53.9%
Alabama – 0.8%
Black Belt Energy Gas District (Morgan Stanley) Series 2019A 4.00%, 12/01/2049	$	265	$	301,101
Lower Alabama Gas District (The) (Goldman Sachs Group, Inc. (The)) Series 2016A 5.00%, 09/01/2046		100		140,552
Tuscaloosa County Industrial Development Authority (Hunt Refining Co.) Series 2019A 5.25%, 05/01/2044(a)		250		284,052
				725,705
Arizona – 2.1%
Arizona Department of Transportation State Highway Fund Revenue Series 2011A 5.00%, 07/01/2025 (Pre-refunded/ETM)		1,185		1,204,067
Arizona Industrial Development Authority (Arizona Industrial Development Authority) Series 20192 – Class A 3.625%, 05/20/2033		142		153,533
Arizona Industrial Development Authority (Legacy Cares, Inc.) Series 2020 7.75%, 07/01/2050(a)		100		107,740
Glendale Industrial Development Authority (Beatitudes Campus Obligated Group (The)) Series 2017 5.00%, 11/15/2040		235		252,218
Tempe Industrial Development Authority (Mirabella at ASU, Inc.) Series 2017A 6.125%, 10/01/2047(a)		110		116,988
				1,834,546
California – 0.8%
California School Finance Authority (Bright Star Schools Obligated Group) Series 2017 5.00%, 06/01/2054(a)		250		272,770
Golden State Tobacco Securitization Corp. Series 2018A 5.00%, 06/01/2047		200		206,870

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Los Angeles Department of Water & Power (Los Angeles Department of Water & Power Power System Revenue) Series 2020A 5.00%, 07/01/2029	$	180	$	237,305
				716,945
Colorado – 0.9%
City & County of Denver Co. Airport System Revenue (Denver Intl Airport) Series 2018A 5.00%, 12/01/2028		545		689,768
Douglas County Housing Partnership (Bridgewater Castle Rock ALF LLC) 5.375%, 01/01/2041(a)		100		97,201
				786,969
Connecticut – 1.4%
State of Connecticut Special Tax Revenue Series 2012 5.00%, 01/01/2027		1,135		1,230,102
District of Columbia – 0.1%
District of Columbia Tobacco Settlement Financing Corp. Zero Coupon, 06/15/2055		625		50,463
Florida – 5.2%
Cape Coral Health Facilities Authority (Gulf Care, Inc. Obligated Group) Series 2015 6.00%, 07/01/2050(a)		270		284,777
Capital Projects Finance Authority/FL (CAPFA Capital Corp. 2000F) Series 2020A 5.00%, 10/01/2034		500		590,940
Capital Trust Agency, Inc. (Aviva Senior Life) Series 2017 5.00%, 07/01/2046(a)		240		243,624
County of Broward FL Airport System Revenue Series 2019A 5.00%, 10/01/2036		500		612,785
County of Miami-Dade FL (County of Miami-Dade FL Spl Tax) Series 2012A 5.00%, 10/01/2025 (Pre-refunded/ETM)		560		602,862

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
County of Miami-Dade FL Aviation Revenue Series 2014B 5.00%, 10/01/2025	$	665	$	768,467
Florida Higher Educational Facilities Financial Authority (Ringling College of Art and Design, Inc.) 5.00%, 03/01/2049		315		357,868
North Broward Hospital District Series 2017B 5.00%, 01/01/2037-01/01/2048		425		492,639
Tampa Bay Water Series 2011A 5.00%, 10/01/2023		650		668,285
				4,622,247
Georgia – 1.9%
Augusta Development Authority (AU Health System Obligated Group) Series 2018 5.00%, 07/01/2030		200		232,820
City of Atlanta GA Department of Aviation Series 2014A 5.00%, 01/01/2028		625		702,319
Main Street Natural Gas, Inc. (Royal Bank of Canada) Series 2018C 4.00%, 08/01/2048		450		489,483
Private Colleges & Universities Authority (Savannah College of Art & Design, Inc.) Series 2014 5.00%, 04/01/2044		210		228,215
				1,652,837
Guam – 0.4%
Territory of Guam (Territory of Guam Business Privilege Tax) Series 2011A 5.125%, 01/01/2042		300		306,765
Illinois – 6.7%
Chicago Board of Education Series 2012A 5.00%, 12/01/2042		950		992,683
Series 2016A 7.00%, 12/01/2044		100		120,094
Series 2017B 6.75%, 12/01/2030(a)		135		176,317
7.00%, 12/01/2042(a)		100		127,704

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Chicago O’Hare International Airport (TrIPs Obligated Group) Series 2018 5.00%, 07/01/2033	$	105	$	126,065
City of Chicago IL Series 2014A 5.00%, 01/01/2035		100		106,953
Illinois Finance Authority (Park Place of Elmhurst Obligated Group) Series 2016A 6.44%, 05/15/2055		498		448,200
Illinois Finance Authority (Ascension Health Credit Group) Series 2016C 5.00%, 02/15/2041		415		489,642
Illinois Finance Authority (CHF-Chicago LLC) Series 2017A 5.00%, 02/15/2047		210		229,318
Illinois Finance Authority (Rosalind Franklin University of Medicine & Science) Series 2017C 5.00%, 08/01/2049		425		479,158
Metropolitan Pier & Exposition Authority Series 2012 Zero Coupon, 12/15/2041-12/15/2050		675		290,553
Series 2017A 5.00%, 06/15/2057		115		134,088
Series 2017B Zero Coupon, 12/15/2054		150		45,150
Railsplitter Tobacco Settlement Authority Series 2017 5.00%, 06/01/2023		365		400,690
State of Illinois Series 2013 5.00%, 07/01/2022		315		331,408
Series 2016 5.00%, 02/01/2027-02/01/2028		650		755,701
Series 2017A 5.00%, 12/01/2025		135		154,303
Series 2017D 5.00%, 11/01/2024-11/01/2028		480		545,358
				5,953,385
Indiana – 0.2%
Indiana Finance Authority (RES Polyflow Indiana LLC) 7.00%, 03/01/2039(a)		185		169,812

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Iowa – 1.1%
Iowa Finance Authority (Iowa Fertilizer Co. LLC) Series 2013B 5.25%, 12/01/2050	$	110	$	121,928
Iowa Finance Authority (Iowa Finance Authority State Revolving Fund) Series 2020A 5.00%, 08/01/2026		385		474,736
Xenia Rural Water District Series 2016 5.00%, 12/01/2031		340		396,474
				993,138
Kansas – 0.3%
Wyandotte County-Kansas City Unified Government (Wyandotte County-Kansas City Unified Government Sales Tax) Series 2018 4.50%, 06/01/2040		280		287,398
Kentucky – 1.2%
Kentucky Economic Development Finance Authority (Owensboro Health, Inc. Obligated Group) Series 2017A 5.00%, 06/01/2037		315		344,569
Kentucky Economic Development Finance Authority (Baptist Healthcare System Obligated Group) Series 2017B 5.00%, 08/15/2037		410		487,904
Kentucky Public Energy Authority (Morgan Stanley) Series 2019C 4.00%, 02/01/2050		220		257,189
				1,089,662
Louisiana – 0.5%
New Orleans Aviation Board Series 2017B 5.00%, 01/01/2048		400		456,652
Maryland – 0.4%
City of Baltimore MD (East Baltimore Research Park Project) Series 2017A 5.00%, 09/01/2038		100		107,926

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%, 09/01/2045(a)	$	215	$	232,559
				340,485
Massachusetts – 1.9%
Commonwealth of Massachusetts Series 2019C 5.00%, 05/01/2022		355		375,057
Massachusetts Development Finance Agency (Merrimack College) Series 2012A 5.25%, 07/01/2042		635		669,703
Massachusetts Development Finance Agency (Lawrence General Hospital Obligated Group) Series 2017 5.00%, 07/01/2047		320		291,309
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017 8.00%, 12/01/2022(b)		235		224,538
Series 2017A 7.75%, 12/01/2044(b)		100		95,300
				1,655,907
Michigan – 1.8%
City of Detroit MI 5.00%, 04/01/2036-04/01/2037		65		75,234
Grand Rapids Economic Development Corp. (Beacon Hill at Eastgate) Series 2017A 5.00%, 11/01/2047		325		328,650
Michigan Finance Authority (Great Lakes Water Authority Water Supply System) AGM Series 2014D2 5.00%, 07/01/2028		500		571,035
Michigan Finance Authority (Michigan Finance Authority Tobacco Settlement Revenue) Series 2020B Zero Coupon, 06/01/2065		235		29,004
Michigan State Hospital Finance Authority (Trinity Health Corp.) Series 2017C 5.00%, 12/01/2023		445		500,647

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Michigan Tobacco Settlement Finance Authority (Tobacco Settlement Financing Corp./MI) Series 2008C Zero Coupon, 06/01/2058	$	1,000	$	48,480
				1,553,050
Minnesota – 0.2%
City of Minneapolis MN/St. Paul Housing & Redevelopment Authority (Allina Health Obligated Group) NATL 0.105%, 08/01/2028(c)		175		169,969
Missouri – 0.9%
Cape Girardeau County Industrial Development Authority (SoutheastHEALTH Obligated Group) Series 2017A 5.00%, 03/01/2036		470		504,103
Lee’s Summit Industrial Development Authority (John Knox Village Obligated Group) Series 2016A 5.00%, 08/15/2046		245		259,301
				763,404
Nevada – 0.1%
State of Nevada Department of Business & Industry (Fulcrum Sierra Biofuels LLC) Series 2018 6.95%, 02/15/2038(a)		100		101,971
New Jersey – 5.0%
New Jersey Economic Development Authority (New Jersey Economic Development Authority State Lease) Series 2013 5.00%, 03/01/2030		685		733,498
Series 2014P 5.00%, 06/15/2029		500		557,200
New Jersey Economic Development Authority (North Star Academy Charter School of Newark, Inc.) Series 2017 5.00%, 07/15/2047		415		462,750
New Jersey Economic Development Authority (Port Newark Container Terminal LLC) Series 2017 5.00%, 10/01/2047		415		461,082

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
New Jersey Transportation Trust Fund Authority (New Jersey Transportation Trust Fund Authority State Lease) 5.00%, 06/15/2038	$	250	$	295,878
New Jersey Turnpike Authority Series 2014A 5.00%, 01/01/2029		675		768,973
Series 2021A 4.00%, 01/01/2042		500		579,965
Tobacco Settlement Financing Corp./NJ Series 2018B 5.00%, 06/01/2046		515		594,670
				4,454,016
New York – 1.8%
County of Nassau NY Series 2017C 5.00%, 10/01/2026		225		273,373
Metropolitan Transportation Authority Series 2019D 5.00%, 09/01/2022		310		329,149
New York City Transitional Finance Authority Building Aid Revenue (New York City Transitional Finance Authority Building Aid Revenue State Lease) Series 2018S 5.00%, 07/15/2032		195		242,718
New York Counties Tobacco Trust V Zero Coupon, 06/01/2050		550		80,526
New York Transportation Development Corp. (Delta Air Lines, Inc.) 4.375%, 10/01/2045		100		114,327
New York Transportation Development Corp. (Laguardia Gateway Partners LLC) Series 2016A 5.00%, 07/01/2041		460		514,680
				1,554,773
North Carolina – 0.3%
North Carolina Medical Care Commission (United Church Homes & Services Obligated Group) Series 2017 5.00%, 09/01/2041		250		259,105
Ohio – 3.1%
Buckeye Tobacco Settlement Financing Authority Series 2020B Zero Coupon, 06/01/2057		395		59,171
5.00%, 06/01/2055		1,000		1,125,150

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
County of Allen OH Hospital Facilities Revenue (Bon Secours Mercy Health, Inc.) Series 2017A 5.00%, 08/01/2028	$	315	$	397,905
County of Cuyahoga/OH (MetroHealth System (The)) Series 2017 5.00%, 02/15/2042		560		631,383
County of Miami OH (Kettering Health Network Obligated Group) 5.00%, 08/01/2033		195		241,728
Ohio Air Quality Development Authority (Energy Harbor Generation LLC) Series 2009D 4.25%, 08/01/2029		250		254,467
Ohio Water Development Authority Water Pollution Control Loan Fund (Energy Harbor Nuclear Generation LLC) Series 2016A 4.375%, 06/01/2033		45		46,350
				2,756,154
Pennsylvania – 2.0%
Allegheny County Hospital Development Authority (UPMC Obligated Group) 5.00%, 07/15/2030		305		394,310
Allentown Neighborhood Improvement Zone Development Authority Series 2017 5.00%, 05/01/2042(a)		220		249,216
Commonwealth of Pennsylvania Series 2016 5.00%, 09/15/2023		600		670,968
Crawford County Hospital Authority (Meadville Medical Center Obligated Group) Series 2016A 6.00%, 06/01/2051		215		230,944
Pennsylvania Economic Development Financing Authority (PA Bridges Finco LP) Series 2015 5.00%, 12/31/2034		220		256,870
				1,802,308

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Puerto Rico – 3.7%
Commonwealth of Puerto Rico Series 2006A 5.25%, 07/01/2023	$	20	$	17,275
Series 2011A 5.75%, 07/01/2024(d)(e)		40		33,650
Series 2012A 5.50%, 07/01/2039(d)(e)		65		53,137
Series 2014A 8.00%, 07/01/2035(d)(e)		100		77,625
GDB Debt Recovery Authority of Puerto Rico Series 2018 7.50%, 08/20/2040		90		76,424
Puerto Rico Commonwealth Aqueduct & Sewer Authority Series 2008A 6.125%, 07/01/2024		20		21,783
Series 2012A 5.00%, 07/01/2022-07/01/2033		90		94,223
5.125%, 07/01/2037		25		26,214
5.25%, 07/01/2029-07/01/2042		120		126,026
5.50%, 07/01/2028		30		31,605
5.75%, 07/01/2037		30		31,704
6.00%, 07/01/2047		30		31,803
Puerto Rico Electric Power Authority Series 2007T 5.00%, 07/01/2032		65		58,500
5.00%, 07/01/2037(d)(e)		110		99,000
AGM Series 2007V 5.25%, 07/01/2031		245		298,518
Series 2008W 5.00%, 07/01/2028		90		81,000
5.375%, 07/01/2024		45		40,669
5.50%, 07/01/2036(d)(e)		100		90,500
Series 2010A 5.25%, 07/01/2030		55		49,637
Series 2010C 5.00%, 07/01/2021(d)(e)		25		22,500
5.25%, 07/01/2028		65		58,662
Series 2010D 5.00%, 07/01/2021(d)(e)		15		13,500
Series 2010X 5.25%, 07/01/2040(d)(e)		70		63,175
Series 2010Z 5.25%, 07/01/2024		25		22,562
Series 2012A 5.00%, 07/01/2029		40		36,000

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Puerto Rico Highway & Transportation Authority NATL Series 2007N 5.25%, 07/01/2032	$	330	$	369,864
Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth (AES Puerto Rico LP) Series 2000 6.625%, 06/01/2026		225		232,312
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue Series 2018A Zero Coupon, 07/01/2024-07/01/2046		434		141,344
Series 2019A 4.329%, 07/01/2040		100		107,315
5.00%, 07/01/2058		772		853,091
				3,259,618
Tennessee – 0.6%
Bristol Industrial Development Board (Bristol Industrial Development Board Sales Tax) Series 2016A 5.125%, 12/01/2042(a)		280		281,963
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board (Trousdale Foundation Obligated Group) Series 2018A 6.25%, 04/01/2049(a)		100		46,951
Tennessee Housing Development Agency Series 2017 4.00%, 07/01/2048		215		233,316
				562,230
Texas – 4.4%
City of Houston TX Series 2017A 5.00%, 03/01/2026		405		490,921
Harris County-Houston Sports Authority AGM Series 2014A 5.00%, 11/15/2025		615		701,641
Irving Hospital Authority (Baylor Medical Center at Irving) Series 2017A 5.00%, 10/15/2044		500		567,275
New Hope Cultural Education Facilities Finance Corp. (BSPV – Plano LLC) 7.25%, 12/01/2053		35		30,787

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
New Hope Cultural Education Facilities Finance Corp. (Longhorn Village) Series 2017 5.00%, 01/01/2037	$	325	$	351,835
Red River Education Finance Corp. (St. Edward’s University, Inc.) Series 2016 5.00%, 06/01/2046		90		99,656
Tarrant County Cultural Education Facilities Finance Corp. (Trinity Terrace Project) Series 2014A-1 5.00%, 10/01/2044		300		325,530
Tarrant County Cultural Education Facilities Finance Corp. (Stayton at Museum Way) Series 2020A 5.75%, 12/01/2054		180		191,776
Texas Private Activity Bond Surface Transportation Corp. (NTE Mobility Partners Segments 3 LLC) 5.00%, 06/30/2058		230		272,782
University of North Texas System Series 2020A 5.00%, 04/15/2025		400		471,376
Uptown Development Authority Series 2017A 5.00%, 09/01/2040		325		365,037
				3,868,616
Utah – 0.3%
Salt Lake City Corp. Airport Revenue Series 2018A 5.00%, 07/01/2048		255		298,967
Vermont – 0.4%
Vermont Economic Development Authority (Casella Waste Systems, Inc.) Series 2013 4.625%, 04/01/2036(a)		100		113,511
Vermont Economic Development Authority (Wake Robin Corp.) Series 2017A 5.00%, 05/01/2047		235		241,249
				354,760

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PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Virginia – 0.9%
Richmond Redevelopment & Housing Authority (American Tobacco Holdings LLC) Series 2017 5.55%, 01/01/2037(a)	$	220	$	228,290
Tobacco Settlement Financing Corp./VA Series 2007B1 5.00%, 06/01/2047		410		412,251
Virginia College Building Authority (Virginia College Building Authority State Lease) 5.00%, 02/01/2027		155		193,173
				833,714
Washington – 1.3%
Kalispel Tribe of Indians Series 2018B 5.25%, 01/01/2038(a)(f)		155		175,468
King County Public Hospital District No. 1 Series 2018 5.00%, 12/01/2031		265		322,168
Washington State Housing Finance Commission (Mirabella) Series 2012A 6.75%, 10/01/2047(a)		340		352,529
Washington State Housing Finance Commission (Presbyterian Retirement Communities Northwest Obligated Group) Series 2016A 5.00%, 01/01/2046(a)		315		336,480
				1,186,645
Wisconsin – 1.2%
Wisconsin Public Finance Authority (Roseman University of Health Sciences) 5.00%, 04/01/2030(a)		100		119,212
Wisconsin Public Finance Authority (Bancroft Neurohealth Obligated Group) Series 2016 5.125%, 06/01/2048(a)		160		172,833
Wisconsin Public Finance Authority (Celanese US Holdings LLC) Series 2016A 5.00%, 01/01/2024		265		291,768
Wisconsin Public Finance Authority (Gannon University) Series 2017 5.00%, 05/01/2042-05/01/2047		410		455,254
				1,039,067
				47,691,385

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Short-Term Municipal Notes – 1.6%
California – 0.6%
State of California 0.01%, 05/01/2034(g)	$	500	$	500,000
Colorado – 0.1%
Colorado Educational & Cultural Facilities Authority (Michael Ann Russell Jewish Community Center, Inc.) 0.01%, 01/01/2039(g)		145		145,000
New Jersey – 0.6%
New Jersey Health Care Facilities Financing Authority (Virtua Health Obligated Group) Series 2009C 0.11%, 07/01/2043(g)		500		500,000
Texas – 0.3%
State of Texas 4.00%, 08/26/2021		280		285,278
				1,430,278
Total Municipal Obligations (cost $46,498,970)				49,121,663
	Shares
COMMON STOCKS – 27.3%
Health Care – 5.6%
Biotechnology – 1.1%
AbbVie, Inc.		4,033		434,515
Amgen, Inc.		1,339		301,168
Gilead Sciences, Inc.		2,864		175,850
				911,533
Health Care Providers & Services – 0.3%
Alfresa Holdings Corp.		429		8,295
Cardinal Health, Inc.		668		34,415
CVS Health Corp.		2,990		203,709
Sonic Healthcare Ltd.		1,034		25,351
				271,770
Pharmaceuticals – 4.2%
Astellas Pharma, Inc.		4,254		67,261
Bayer AG		2,244		136,303
Bristol-Myers Squibb Co.		5,150		315,849
GlaxoSmithKline PLC		11,464		191,286
Johnson & Johnson		6,016		953,295

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Merck & Co., Inc.		5,779	$	419,671
Novartis AG		5,073		436,919
Orion Oyj – Class B		241		9,887
Pfizer, Inc.		12,697		425,223
Roche Holding AG		1,606		526,862
Sanofi		2,589		237,594
				3,720,150
				4,903,453
Consumer Staples – 5.1%
Beverages – 1.1%
Asahi Group Holdings Ltd.		1,037		45,272
Coca-Cola Amatil Ltd.		1,158		11,956
Coca-Cola Co. (The)		9,324		456,783
Coca-Cola HBC AG(e)		457		14,331
PepsiCo, Inc.		3,164		408,757
Treasury Wine Estates Ltd.		1,647		13,830
				950,929
Food & Staples Retailing – 0.4%
Etablissements Franz Colruyt NV		126		7,548
ICA Gruppen AB		229		10,867
Kesko Oyj – Class B		624		15,877
Koninklijke Ahold Delhaize NV		2,515		66,408
Seven & i Holdings Co., Ltd.		1,721		65,595
Sysco Corp.		1,104		87,912
Tesco PLC		17,666		55,526
Walgreens Boots Alliance, Inc.		1,682		80,618
Wm Morrison Supermarkets PLC		5,502		13,139
				403,490
Food Products – 1.3%
Archer-Daniels-Midland Co.		1,269		71,800
Campbell Soup Co.		414		18,829
Conagra Brands, Inc.		1,116		37,866
Danone SA		1,412		96,017
General Mills, Inc.		1,395		76,739
JM Smucker Co. (The)		261		29,232
Kellogg Co.		587		33,876
Mowi ASA		1,004		24,247
Nestle SA		6,583		687,059
Orkla ASA		1,716		15,805
Tyson Foods, Inc. – Class A		672		45,474
WH Group Ltd.(a)		21,881		19,625
				1,156,569
Household Products – 1.1%
Kimberly-Clark Corp.		779		99,969
Procter & Gamble Co. (The)		5,689		702,762

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Reckitt Benckiser Group PLC		1,625	$	136,307
				939,038
Personal Products – 0.4%
Pola Orbis Holdings, Inc.		209		4,789
Unilever PLC		6,007		312,486
				317,275
Tobacco – 0.8%
Altria Group, Inc.		4,246		185,126
British American Tobacco PLC		5,242		182,029
Imperial Brands PLC		2,162		40,284
Japan Tobacco, Inc.		2,741		49,630
Philip Morris International, Inc.		3,558		298,943
				756,012
				4,523,313
Financials – 3.6%
Banks – 1.0%
Bank Leumi Le-Israel BM		3,319		20,130
BOC Hong Kong Holdings Ltd.		8,455		28,092
Citizens Financial Group, Inc.		975		42,354
Concordia Financial Group Ltd.		2,349		9,098
DBS Group Holdings Ltd.		4,100		81,240
Fifth Third Bancorp		1,627		56,441
Hang Seng Bank Ltd.		1,747		33,740
Huntington Bancshares, Inc./OH		2,324		35,650
KeyCorp		2,230		44,912
M&T Bank Corp.		293		44,225
Oversea-Chinese Banking Corp., Ltd.		7,555		61,807
PNC Financial Services Group, Inc. (The)		970		163,309
Regions Financial Corp.		2,193		45,242
Truist Financial Corp.		3,079		175,380
United Overseas Bank Ltd.		2,687		49,344
				890,964
Capital Markets – 0.8%
3i Group PLC		2,223		34,510
Ameriprise Financial, Inc.		275		60,841
ASX Ltd.		442		23,017
Bank of New York Mellon Corp. (The)		1,821		76,773
CME Group, Inc. – Class A		820		163,754
Franklin Resources, Inc.		679		17,769
Hargreaves Lansdown PLC		758		16,025
IGM Financial, Inc.		190		5,184
Magellan Financial Group Ltd.		293		9,790
Northern Trust Corp.		452		42,999
Partners Group Holding AG		43		51,483
Schroders PLC		284		13,899

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Singapore Exchange Ltd.		1,836	$	13,669
Standard Life Aberdeen PLC		5,123		22,375
State Street Corp.		805		58,580
T. Rowe Price Group, Inc.		519		84,151
				694,819
Consumer Finance – 0.1%
Discover Financial Services		700		65,849
Synchrony Financial		1,200		46,416
				112,265
Diversified Financial Services – 0.0%
M&G PLC		5,940		15,300
Insurance – 1.7%
Admiral Group PLC		436		18,868
Aflac, Inc.		1,547		74,086
Allianz SE		953		230,015
Assicurazioni Generali SpA		2,520		47,257
Baloise Holding AG		106		18,540
Direct Line Insurance Group PLC		3,117		13,935
Fidelity National Financial, Inc.		633		24,231
Gjensidige Forsikring ASA		456		10,459
Great-West Lifeco, Inc.		634		16,226
Hannover Rueck SE		138		23,366
Hartford Financial Services Group, Inc. (The)		818		41,464
iA Financial Corp., Inc.		244		12,537
Lincoln National Corp.		441		25,080
Manulife Financial Corp.		4,431		88,334
Medibank Pvt Ltd.		6,292		13,429
MS&AD Insurance Group Holdings, Inc.		1,017		28,867
NN Group NV		658		30,382
Power Corp. of Canada		1,277		30,786
Principal Financial Group, Inc.		627		35,476
Progressive Corp. (The)		1,337		114,915
Prudential Financial, Inc.		902		78,221
Reinsurance Group of America, Inc. – Class A		155		18,946
Sompo Holdings, Inc.		767		29,519
Sun Life Financial, Inc.		1,336		64,291
Swiss Life Holding AG		70		34,793
T&D Holdings, Inc.		1,229		16,740
Tokio Marine Holdings, Inc.		1,443		71,686
Travelers Cos., Inc. (The)		579		84,245
Tryg A/S		345		10,834
Zurich Insurance Group AG		344		140,424
				1,447,952
				3,161,300

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrials – 3.4%
Aerospace & Defense – 0.7%
BAE Systems PLC		7,349	$	49,746
General Dynamics Corp.		557		91,053
Huntington Ingalls Industries, Inc.		93		16,359
Lockheed Martin Corp.		575		189,894
Raytheon Technologies Corp.		3,490		251,245
Singapore Technologies Engineering Ltd.		3,567		9,990
				608,287
Air Freight & Logistics – 0.4%
Deutsche Post AG		2,260		112,249
United Parcel Service, Inc. – Class B		1,616		255,053
				367,302
Building Products – 0.1%
AGC, Inc.		441		16,251
Johnson Controls International PLC		1,700		94,843
Xinyi Glass Holdings Ltd.		4,150		11,612
				122,706
Commercial Services & Supplies – 0.0%
Toppan Printing Co., Ltd.		599		9,464
Construction & Engineering – 0.1%
ACS Actividades de Construccion y Servicios SA		581		17,752
Bouygues SA		521		21,092
HOCHTIEF AG		56		5,005
Kajima Corp.		1,026		13,167
Obayashi Corp.		1,483		12,803
Shimizu Corp.		1,261		9,579
Taisei Corp.		436		15,461
				94,859
Electrical Equipment – 0.7%
ABB Ltd.(e)		4,210		121,204
Eaton Corp. PLC		914		118,994
Emerson Electric Co.		1,365		117,253
Mitsubishi Electric Corp.		4,170		61,753
Schneider Electric SE		1,231		182,033
				601,237
Industrial Conglomerates – 0.7%
3M Co.		1,316		230,379
CK Hutchison Holdings Ltd.		6,167		46,538
DCC PLC		225		18,175
Jardine Matheson Holdings Ltd.		499		26,013
Siemens AG		1,748		270,523
				591,628

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Machinery – 0.3%
Amada Co. Ltd.		738	$	9,017
Cummins, Inc.		338		85,582
Kone Oyj – Class B		776		61,935
PACCAR, Inc.		791		71,973
Snap-on, Inc.		118		23,967
Wartsila Oyj Abp		1,014		11,643
				264,117
Professional Services – 0.2%
Adecco Group AG		354		22,280
RELX PLC (London)		4,413		104,420
SGS SA		14		40,009
				166,709
Road & Rail – 0.1%
Aurizon Holdings Ltd.		4,374		12,880
Kyushu Railway Co.		341		8,915
MTR Corp., Ltd.		3,529		21,162
Nippon Express Co., Ltd.		164		12,265
				55,222
Trading Companies & Distributors – 0.1%
ITOCHU Corp.		3,078		91,934
Transportation Infrastructure – 0.0%
Sydney Airport(e)		3,021		13,695
				2,987,160
Information Technology – 2.5%
Communications Equipment – 0.5%
Cisco Systems, Inc./Delaware		9,647		432,861
Juniper Networks, Inc.		758		17,646
				450,507
Electronic Equipment, Instruments & Components – 0.1%
Hitachi Ltd.		2,211		101,978
Venture Corp., Ltd.		631		9,004
				110,982
IT Services – 0.4%
Computershare Ltd.		1,112		11,377
International Business Machines Corp.		2,035		242,022
Paychex, Inc.		738		67,210
Western Union Co. (The) – Class W		939		21,804
				342,413
Semiconductors & Semiconductor Equipment – 1.3%
Intel Corp.		9,436		573,520

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Maxim Integrated Products, Inc.		609	$	56,740
Texas Instruments, Inc.		2,093		360,561
Tokyo Electron Ltd.		342		142,620
				1,133,441
Software – 0.0%
Sage Group PLC (The)		2,492		19,472
Trend Micro, Inc./Japan		305		14,745
				34,217
Technology Hardware, Storage & Peripherals – 0.2%
Brother Industries Ltd.		509		10,086
HP, Inc.		3,267		94,645
NetApp, Inc.		507		31,738
Seagate Technology PLC		529		38,739
				175,208
				2,246,768
Utilities – 1.8%
Electric Utilities – 1.0%
Alliant Energy Corp.		570		26,311
American Electric Power Co., Inc.		1,134		84,880
CK Infrastructure Holdings Ltd.		1,514		8,770
CLP Holdings Ltd.		3,752		36,630
Duke Energy Corp.		1,680		143,791
Edison International		864		46,647
EDP – Energias de Portugal SA		6,345		36,368
Endesa SA		725		17,915
Eversource Energy		783		62,233
Fortis, Inc./Canada		1,061		40,853
Fortum Oyj		1,014		25,264
Hydro One Ltd.(a)		750		15,924
Iberdrola SA		14,164		177,502
Mercury NZ Ltd.		1,556		6,793
OGE Energy Corp.		457		13,376
Pinnacle West Capital Corp.		257		17,972
Power Assets Holdings Ltd.		3,169		17,585
PPL Corp.		1,756		45,990
Red Electrica Corp. SA		989		16,522
Terna Rete Elettrica Nazionale SpA		3,214		22,296
Xcel Energy, Inc.		1,200		70,308
				933,930
Gas Utilities – 0.1%
Enagas SA		568		11,897
Hong Kong & China Gas Co., Ltd.		24,363		36,768
Snam SpA		4,607		23,849
				72,514

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    37

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Multi-Utilities – 0.7%
Ameren Corp.		564	$	39,632
CMS Energy Corp.		654		35,388
Consolidated Edison, Inc.		764		50,157
Dominion Energy, Inc.		1,919		131,106
DTE Energy Co.		440		51,797
National Grid PLC		8,043		90,439
Public Service Enterprise Group, Inc.		1,155		62,174
Sempra Energy		661		76,663
WEC Energy Group, Inc.		721		58,141
				595,497
				1,601,941
Communication Services – 1.8%
Diversified Telecommunication Services – 1.3%
AT&T, Inc.		16,280		454,049
BCE, Inc.		351		15,013
Elisa Oyj		325		19,433
HKT Trust & HKT Ltd. – Class SS		8,655		11,764
Nippon Telegraph & Telephone Corp.		2,941		76,187
Proximus SADP		347		6,777
Shaw Communications, Inc. – Class B		1,064		18,519
Spark New Zealand Ltd.		4,197		13,919
Swisscom AG		60		30,140
TELUS Corp.		968		19,396
Verizon Communications, Inc.		9,455		522,861
Washington H Soul Pattinson & Co., Ltd.		246		5,661
				1,193,719
Media – 0.2%
Interpublic Group of Cos., Inc. (The)		890		23,247
Omnicom Group, Inc.		491		33,746
ViacomCBS, Inc. – Class B		1,288		83,063
				140,056
Wireless Telecommunication Services – 0.3%
KDDI Corp.		3,685		114,874
Rogers Communications, Inc. – Class B		809		35,047
Softbank Corp.		6,562		88,733
				238,654
				1,572,429
Materials – 1.7%
Chemicals – 0.8%
Air Water, Inc.		419		6,915
Asahi Kasei Corp.		2,866		31,092
BASF SE		2,099		171,721

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares			U.S. $ Value
Dow, Inc.		1,693		$	100,412
Eastman Chemical Co.		309			33,761
EMS-Chemie Holding AG		19			16,836
Evonik Industries AG		479			16,131
International Flavors & Fragrances, Inc.		511			69,246
JSR Corp.		465			13,938
LyondellBasell Industries NV – Class A		610			62,885
Mitsubishi Chemical Holdings Corp.		2,925			20,454
Mitsubishi Gas Chemical Co., Inc.		361			8,456
Mitsui Chemicals, Inc.		420			13,011
Nitto Denko Corp.		363			31,159
Nutrien Ltd.		1,300			70,169
Sumitomo Chemical Co., Ltd.		3,404			16,572
Tosoh Corp.		594			10,919
					693,677
Construction Materials – 0.1%
CRH PLC(e)		1,793			77,836
Containers & Packaging – 0.1%
AMCOR PLC		3,583			39,198
International Paper Co.		853			42,352
Packaging Corp. of America		217			28,648
					110,198
Metals & Mining – 0.6%
Anglo American PLC		2,803			108,759
B2Gold Corp.		2,388			10,396
Boliden AB		624			24,713
Evolution Mining Ltd.		3,708			11,864
Fortescue Metals Group Ltd.		3,869			71,453
Nucor Corp.		689			41,216
Rio Tinto Ltd.		848	��		83,206
Rio Tinto PLC		2,564			222,214
					573,821
Paper & Forest Products – 0.1%
Mondi PLC		1,109			26,762
Oji Holdings Corp.		1,970			12,467
UPM-Kymmene Oyj		1,219			46,571
					85,800
					1,541,332
Consumer Discretionary – 1.0%
Auto Components – 0.2%
Bridgestone Corp.		1,223			48,314
Magna International, Inc. – Class A (Canada)		648			54,581
NGK Spark Plug Co., Ltd.		349			5,968
Sumitomo Electric Industries Ltd.		1,723			25,245
					134,108

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Automobiles – 0.4%
Isuzu Motors Ltd.		1,260	$	13,261
Toyota Motor Corp.		4,846		358,089
				371,350
Distributors – 0.1%
Genuine Parts Co.		330		34,766
Hotels, Restaurants & Leisure – 0.0%
Sodexo SA(e)		202		19,350
Household Durables – 0.2%
Husqvarna AB – Class B		955		11,680
Panasonic Corp.		5,045		65,222
Sekisui Chemical Co., Ltd.		816		14,624
Sekisui House Ltd.		1,408		26,567
Whirlpool Corp.		143		27,181
				145,274
Leisure Products – 0.0%
Hasbro, Inc.		297		27,832
Multiline Retail – 0.1%
Canadian Tire Corp., Ltd. – Class A		131		16,927
Wesfarmers Ltd.		2,590		98,511
				115,438
Specialty Retail – 0.0%
ABC-Mart, Inc.		75		4,285
USS Co., Ltd.		501		9,558
				13,843
Textiles, Apparel & Luxury Goods – 0.0%
Pandora A/S		228		22,135
				884,096
Energy – 0.5%
Energy Equipment & Services – 0.0%
Baker Hughes Co. – Class A		1,499		36,695
Oil, Gas & Consumable Fuels – 0.5%
Inter Pipeline Ltd.		980		13,792
Keyera Corp.		505		9,790
Koninklijke Vopak NV		160		7,634
Lundin Energy AB		424		13,760
Pembina Pipeline Corp.		1,256		31,938
TC Energy Corp.		2,147		89,922
TOTAL SE		5,759		268,543
				435,379
				472,074

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Real Estate – 0.3%
Real Estate Management & Development – 0.3%
CK Asset Holdings Ltd.		5,907	$	34,719
Daiwa House Industry Co., Ltd.		1,293		36,677
Hang Lung Properties Ltd.		4,624		11,979
Henderson Land Development Co., Ltd.		3,318		14,453
Hongkong Land Holdings Ltd.		2,666		12,808
Sino Land Co., Ltd.		7,243		10,955
Sun Hung Kai Properties Ltd.		2,979		48,354
Swire Properties Ltd.		2,673		8,598
Swiss Prime Site AG		174		16,286
Wharf Real Estate Investment Co., Ltd.		3,815		22,812
				217,641
				217,641
Total Common Stocks (cost $20,832,907)				24,111,507
PREFERRED STOCKS – 6.6%
Real Estate – 6.6%
Diversified REITs – 1.5%
Armada Hoffler Properties, Inc. Series A 6.75%,		8,150		205,787
Colony Capital, Inc. Series H 7.125%,		10,210		248,001
Colony Capital, Inc. Series I 7.15%,		4,450		107,868
Colony Capital, Inc. Series J 7.125%,		4,575		111,493
Gladstone Commercial Corp. Series E 6.625%,		5,775		148,129
Global Net Lease, Inc. Series A 7.25%,		3,378		87,389
Global Net Lease, Inc. Series B 6.875%,		3,550		90,632
PS Business Parks, Inc. Series Y 5.20%,		513		13,179
PS Business Parks, Inc. Series Z 4.875%,		7,550		191,543

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Vornado Realty Trust Series K 5.70%,		3,081	$	77,333
Vornado Realty Trust Series L 5.40%,		2,623		65,313
				1,346,667
Health Care REITs – 0.0%
Global Medical REIT, Inc. Series A 7.50%,		1,050		27,615
Hotel & Resort REITs – 0.9%
DiamondRock Hospitality Co. 8.25%,		6,975		186,093
Hersha Hospitality Trust Series C 6.875%,		50		1,184
Hersha Hospitality Trust Series D 6.50%,		194		4,507
Hersha Hospitality Trust Series E 6.50%,		50		1,158
Pebblebrook Hotel Trust Series C 6.50%,		2,600		60,502
Pebblebrook Hotel Trust Series D 6.375%,		965		22,398
Pebblebrook Hotel Trust Series E 6.375%,		753		17,439
Pebblebrook Hotel Trust Series F 6.30%,		5,600		126,672
Summit Hotel Properties, Inc. Series E 6.25%,		8,896		202,829
Sunstone Hotel Investors, Inc. Series E 6.95%,		1,044		25,933
Sunstone Hotel Investors, Inc. Series F 6.45%,		4,875		121,022
				769,737

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrial REITs – 0.5%
Monmouth Real Estate Investment Corp. Series C 6.125%,		6,951	$	174,957
Plymouth Industrial REIT, Inc. Series A 7.50%,		751		19,766
Rexford Industrial Realty, Inc. Series A 5.875%,		875		22,094
Rexford Industrial Realty, Inc. Series B 5.875%,		5,800		147,900
Rexford Industrial Realty, Inc. Series C 5.625%,		3,224		82,341
				447,058
Office REITs – 0.2%
City Office REIT, Inc. Series A 6.625%,		2,628		66,120
SL Green Realty Corp. Series I 6.50%,		2,025		51,395
Vornado Realty Trust Series M 5.25%,		2,811		70,275
				187,790
Real Estate Development – 0.2%
American Finance Trust, Inc. Series C 7.375%,		8,000		200,080
Real Estate Operating Companies – 0.1%
Brookfield Property Partners LP Series A2 6.375%,		4,109		97,301
Residential REITs – 0.9%
American Homes 4 Rent Series D 6.50%,		7,368		188,400
American Homes 4 Rent Series F 5.875%,		5,850		150,228
American Homes 4 Rent Series G 5.875%,		125		3,215

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
American Homes 4 Rent Series H 6.25%,		2,225	$	59,007
Bluerock Residential Growth REIT, Inc. Series D 7.125%,		850		21,675
Centerspace Series C 6.625%,		2,359		61,452
UMH Properties, Inc. Series C 6.75%,		7,842		196,363
UMH Properties, Inc. Series D 6.375%,		2,825		69,495
				749,835
Retail REITs – 1.3%
American Finance Trust, Inc. Series A 7.50%,		100		2,537
Brookfield Property REIT, Inc. Series A 6.375%,		7,215		179,509
Cedar Realty Trust, Inc. Series C 6.50%,		5,761		128,240
National Retail Properties, Inc. Series F 5.20%,		1,150		29,187
Saul Centers, Inc. Series D 6.125%,		7,025		170,327
SITE Centers Corp. Series A 6.375%,		10,850		277,326
Spirit Realty Capital, Inc. Series A 6.00%,		5,525		143,098
Urstadt Biddle Properties, Inc. Series H 6.25%,		5,765		141,588
Urstadt Biddle Properties, Inc. Series K 5.875%,		1,523		36,780
				1,108,592

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Specialized REITs – 1.0%
Digital Realty Trust, Inc. Series C 6.625%,		1,961	$	50,084
Digital Realty Trust, Inc. Series L 5.20%,		10,725		278,957
National Storage Affiliates Trust Series A 6.00%,		7,180		190,270
Public Storage Series L 4.625%,		5,384		136,754
Public Storage Series M 4.125%,		2,650		66,594
QTS Realty Trust, Inc. Series A 7.125%,		5,121		136,936
				859,595
Total Preferred Stocks (cost $5,773,435)				5,794,270
INVESTMENT COMPANIES – 1.0%
Funds and Investment Trusts – 1.0%(h)
Vanguard Global ex-U.S. Real Estate ETF		8,412		459,716
Vanguard Real Estate ETF		5,165		453,848
Total Investment Companies (cost $917,171)				913,564
	Principal Amount (000)
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.3%
Risk Share Floating Rate – 0.3%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2014-HQ2, Class M3 3.88% (LIBOR 1 Month + 3.75%), 09/25/2024(i) (cost $226,623)	$	222		229,330

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

PORTFOLIO OF INVESTMENTS (continued)

	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 8.2%
Investment Companies – 8.2%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(h)(j)(k) (cost $7,275,716)		7,275,716	$	7,275,716
Total Investments – 98.9% (cost $81,524,822)				87,446,050
Other assets less liabilities – 1.1%				977,686
Net Assets – 100.0%			$	88,423,736

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		14		March 2021	$	1,476,568	$	(85,220	)
10 Yr Canadian Bond Futures		2		June 2021		219,676		(553	)
Euro STOXX 50 Index Futures		34		March 2021		1,487,894		28,054
FTSE 100 Index Futures		4		March 2021		358,861		(12,006	)
Hang Seng Index Futures		1		March 2021		186,677		(10,191	)
MSCI Emerging Markets Futures		20		March 2021		1,338,100		49,116
OMXS30 Index Futures		11		March 2021		261,195		(5,206	)
S&P 500 E-Mini Futures		58		March 2021		11,046,680		299,369
S&P/TSX 60 Index Futures		2		March 2021		336,885		2,880
SPI 200 Futures		2		March 2021		255,034		(3,625	)
TOPIX Index Futures		5		March 2021		879,732		14,704
U.S. T-Note 10 Yr (CBT) Futures		72		June 2021		9,555,750		(109,784	)
Sold Contracts
10 Yr Mini Japan Government Bond Futures		14		March 2021		1,980,581		9,742
Euro STOXX 50 Index Futures		1		March 2021		43,762		919
Euro-Bund Futures		7		March 2021		1,464,511		24,979
FTSE 100 Index Futures		4		March 2021		358,860		5,902
Long Gilt Futures		11		June 2021		1,958,101		21,941
S&P 500 E-Mini Futures		1		March 2021		190,460		3,914
U.S. T-Note 10 Yr (CBT) Futures		6		June 2021		796,313		8,320
							$	243,255

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

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)
Barclays Bank PLC	GBP	483	USD	669		03/17/2021	$	(3,900	)
Barclays Bank PLC	NZD	746	USD	556		03/17/2021		16,767
Barclays Bank PLC	SEK	4,589	USD	558		03/17/2021		14,292
Barclays Bank PLC	USD	1,245	NOK	10,385		03/17/2021		(47,206	)
Barclays Bank PLC	COP	3,128,448	USD	899		03/18/2021		41,560
Barclays Bank PLC	RUB	21,141	USD	285		03/24/2021		2,883
Barclays Bank PLC	USD	142	MYR	580		03/25/2021		371
Barclays Bank PLC	USD	140	MYR	566		03/25/2021		(1,374	)
Barclays Bank PLC	KRW	229,938	USD	206		04/22/2021		1,519
Barclays Bank PLC	USD	1	KRW	1,548		04/22/2021		(41	)
Barclays Bank PLC	TWD	6,403	USD	231		04/27/2021		(509	)
BNP Paribas SA	BRL	984	USD	183		03/02/2021		6,979
BNP Paribas SA	USD	178	BRL	984		03/02/2021		(2,350	)
BNP Paribas SA	USD	745	CAD	945		03/17/2021		(2,684	)
Citibank, NA	TWD	9,418	USD	342		04/27/2021		1,968
Credit Suisse International	IDR	19,759	USD	1		04/15/2021		48
Credit Suisse International	USD	121	PHP	5,816		04/22/2021		(2,379	)
Deutsche Bank AG	CLP	624,243	USD	876		03/18/2021		13,550
Deutsche Bank AG	CLP	316,633	USD	435		03/18/2021		(2,721	)
Deutsche Bank AG	USD	125	COP	447,040		03/18/2021		(2,843	)
Deutsche Bank AG	USD	108	IDR	1,530,528		04/15/2021		(2,318	)
Deutsche Bank AG	USD	910	INR	67,480		04/15/2021		(2,977	)
Deutsche Bank AG	KRW	131,672	USD	119		04/22/2021		1,707
Deutsche Bank AG	PHP	11,700	USD	243		04/22/2021		4,837
Goldman Sachs Bank USA	BRL	259	USD	47		03/02/2021		618
Goldman Sachs Bank USA	USD	47	BRL	259		03/02/2021		(1,264	)
Goldman Sachs Bank USA	PEN	3,609	USD	998		03/18/2021		8,627
Goldman Sachs Bank USA	USD	302	COP	1,049,403		03/18/2021		(14,466	)
Goldman Sachs Bank USA	RUB	2,761	USD	37		03/24/2021		399
Goldman Sachs Bank USA	MYR	1,527	USD	378		03/25/2021		2,584
Goldman Sachs Bank USA	USD	28	BRL	153		04/05/2021		(839	)
Goldman Sachs Bank USA	USD	348	IDR	4,926,203		04/15/2021		(7,862	)
Goldman Sachs Bank USA	USD	249	CNY	1,617		04/22/2021		(733	)
Goldman Sachs Bank USA	USD	121	PHP	5,816		04/22/2021		(2,354	)
Morgan Stanley Capital Services, Inc.	USD	362	MYR	1,467		03/25/2021		(1,856	)
Natwest Markets PLC	USD	237	RUB	17,521		03/24/2021		(2,789	)
Standard Chartered Bank	COP	550,864	USD	156		03/18/2021		5,167
Standard Chartered Bank	PEN	1,043	USD	289		03/18/2021		2,876
Standard Chartered Bank	USD	244	CLP	171,949		03/18/2021		(5,948	)
Standard Chartered Bank	USD	51	PEN	186		03/18/2021		(12	)
Standard Chartered Bank	IDR	2,385,473	USD	169		04/15/2021		4,772
Standard Chartered Bank	USD	49	INR	3,561		04/15/2021		(818	)
Standard Chartered Bank	CNY	1,535	USD	238		04/22/2021		2,072
Standard Chartered Bank	USD	893	CNY	5,801		04/22/2021		(2,281	)
State Street Bank & Trust Co.	NZD	210	USD	150		03/05/2021		(2,098	)
State Street Bank & Trust Co.	THB	9,775	USD	326		03/11/2021		1,481
State Street Bank & Trust Co.	USD	691	THB	20,708		03/11/2021		(3,963	)
State Street Bank & Trust Co.	AUD	1,299	USD	1,015		03/17/2021		15,379
State Street Bank & Trust Co.	CAD	85	USD	67		03/17/2021		5
State Street Bank & Trust Co.	CHF	628	USD	703		03/17/2021		11,612

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

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	EUR	145	USD	176		03/17/2021	$	1,032
State Street Bank & Trust Co.	GBP	223	USD	315		03/17/2021		4,665
State Street Bank & Trust Co.	GBP	41	USD	57		03/17/2021		(176	)
State Street Bank & Trust Co.	NOK	457	USD	54		03/17/2021		1,437
State Street Bank & Trust Co.	NZD	136	USD	99		03/17/2021		1,274
State Street Bank & Trust Co.	NZD	285	USD	204		03/17/2021		(1,623	)
State Street Bank & Trust Co.	USD	467	CAD	591		03/17/2021		(2,052	)
State Street Bank & Trust Co.	USD	214	CHF	194		03/17/2021		(818	)
State Street Bank & Trust Co.	USD	176	EUR	145		03/17/2021		(932	)
State Street Bank & Trust Co.	USD	332	GBP	240		03/17/2021		2,022
State Street Bank & Trust Co.	USD	1,033	JPY	109,396		03/17/2021		(6,421	)
State Street Bank & Trust Co.	USD	55	NOK	457		03/17/2021		(2,057	)
State Street Bank & Trust Co.	USD	667	SEK	5,534		03/17/2021		(11,234	)
State Street Bank & Trust Co.	HUF	149,122	USD	505		03/24/2021		8,908
State Street Bank & Trust Co.	PLN	1,247	USD	337		03/24/2021		4,618
State Street Bank & Trust Co.	USD	246	CZK	5,273		03/24/2021		(3,266	)
State Street Bank & Trust Co.	USD	263	TRY	1,936		03/26/2021		(4,830	)
State Street Bank & Trust Co.	ZAR	3,815	USD	257		04/08/2021		5,919
State Street Bank & Trust Co.	USD	162	NOK	1,379		04/15/2021		(3,248	)
State Street Bank & Trust Co.	USD	313	MXN	6,465		04/16/2021		(5,095	)
State Street Bank & Trust Co.	CHF	366	USD	412		05/06/2021		9,595
UBS AG	BRL	725	USD	131		03/02/2021		1,731
UBS AG	USD	133	BRL	725		03/02/2021		(4,027	)
UBS AG	CHF	940	USD	1,054		03/17/2021		19,779
UBS AG	USD	991	SEK	8,209		03/17/2021		(18,443	)
UBS AG	CZK	16,644	USD	777		03/24/2021		9,111
UBS AG	RUB	2,761	USD	37		03/24/2021		479
UBS AG	USD	281	RUB	21,457		03/24/2021		5,302
UBS AG	USD	834	RUB	62,011		03/24/2021		(5,307	)
UBS AG	USD	546	TRY	4,190		03/26/2021		12,134
UBS AG	USD	604	TRY	4,334		03/26/2021		(26,969	)
UBS AG	BRL	725	USD	133		04/05/2021		4,033
							$	39,029

CALL OPTIONS WRITTEN (see Note D)

Description	Counterparty	Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(l)	Citibank, NA		110	EUR	3,825.00		March 2021	EUR	421	$	3,624	$	(604	)
FTSE 100 Index(l)	Citibank, NA		20	GBP	6,825.00		March 2021	GBP	137		364		(259	)
Nikkei 225 Index(l)	Goldman Sachs International		1,000	JPY	31,125.00		March 2021	JPY	31,125		375		(326	)
S&P 500 Index(l)	UBS AG		900	USD	3,915.00		March 2021	USD	3,524		24,300		(24,300	)
										$	28,663	$	(25,489	)

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

PORTFOLIO OF INVESTMENTS (continued)

PUT OPTIONS WRITTEN (see Note D)

Description	Counterparty	Contracts		Exercise Price		Expiration Month		Notional (000)		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(l)	Citibank, NA		110	EUR	3,450.00		March 2021	EUR	380	$	4,128	$	(3,866	)
FTSE 100 Index(l)	Citibank, NA		20	GBP	6,400.00		March 2021	GBP	128		3,040		(3,067	)
Nikkei 225 Index(l)	Goldman Sachs International		1,000	JPY	28,125.00		March 2021	JPY	28,125		2,247		(2,439	)
S&P 500 Index(l)	UBS AG		900	USD	3,730.00		March 2021	USD	3,357		54,540		(54,540	)
										$	63,955	$	(63,912	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 35, 5 Year Index, 12/20/2025*		(5.00	)%		Quarterly		3.09	%		USD  690	$	(63,911	)	$	(25,895	)	$	(38,016	)

* Termination date

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
USD	1,170		01/15/2028	0.735%	CPI#	Maturity	$	137,394	$	– 0	–	$	137,394
USD	1,080		01/15/2028	1.230%	CPI#	Maturity		84,076		– 0	–		84,076
USD	310		01/15/2028	1.230%	CPI#	Maturity		24,133		– 0	–		24,133
USD	630		01/15/2030	1.585%	CPI#	Maturity		38,433		– 0	–		38,433
USD	75		01/15/2030	1.572%	CPI#	Maturity		4,676		– 0	–		4,676
USD	75		01/15/2030	1.587%	CPI#	Maturity		4,560		– 0	–		4,560
USD	150		02/15/2051	CPI#	2.290%	Maturity		3,885		– 0	–		3,885
							$	297,157	$	– 0	–	$	297,157

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    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	1,640		06/17/2021		3 Month LIBOR		1.907%	Quarterly/Semi-Annual	$	14,341		$	– 0	–	$	14,341
USD	820		09/10/2024		3 Month LIBOR		1.341%	Quarterly/Semi-Annual		27,752			– 0	–		27,752
USD	2,420		11/29/2024		3 Month LIBOR		1.535%	Quarterly/Semi-Annual		92,461			– 0	–		92,461
USD	145		10/09/2029		3 Month LIBOR		1.476%	Quarterly/Semi-Annual		1,527			– 0	–		1,527
USD	145		10/09/2029		3 Month LIBOR		1.479%	Quarterly/Semi-Annual		1,565			– 0	–		1,565
NOK	1,230		05/05/2030		6 Month NIBOR		0.885%	Semi-Annual/ Annual		(9,810	)		– 0	–		(9,810	)
NOK	1,130		06/23/2030		6 Month NIBOR		0.916%	Semi-Annual/ Annual		(8,940	)		– 0	–		(8,940	)
NOK	960		07/02/2030		6 Month NIBOR		0.890%	Semi-Annual/ Annual		(7,901	)		– 0	–		(7,901	)
NOK	540		07/10/2030		6 Month NIBOR		0.900%	Semi-Annual/ Annual		(4,410	)		– 0	–		(4,410	)
NOK	1,060		08/11/2030		6 Month NIBOR		0.825%	Semi-Annual/ Annual		(9,666	)		– 0	–		(9,666	)
NOK	3,240		11/11/2030		6 Month NIBOR		1.031%	Semi-Annual/ Annual		(24,736	)		– 0	–		(24,736	)
NZD	530		11/17/2030		3 Month BKBM		0.785%	Quarterly/Semi-Annual		(39,831	)		– 0	–		(39,831	)
NZD	720		11/23/2030		3 Month BKBM		0.841%	Quarterly/Semi-Annual		(51,630	)		– 0	–		(51,630	)
NZD	90		12/02/2030		3 Month BKBM		0.876%	Quarterly/Semi-Annual		(6,319	)		– 0	–		(6,319	)
NOK	640		01/04/2031		6 Month NIBOR		1.280%	Semi-Annual/ Annual		(3,384	)		– 0	–		(3,384	)
NZD	150		01/05/2031		3 Month BKBM		0.978%	Quarterly/Semi-Annual		(9,770	)		– 0	–		(9,770	)
NOK	1,020		01/11/2031		6 Month NIBOR		1.274%	Semi-Annual/ Annual		(5,487	)		– 0	–		(5,487	)
NOK	1,800		01/21/2031		6 Month NIBOR		1.348%	Semi-Annual/ Annual		(8,364	)		– 0	–		(8,364	)
NZD	230		01/21/2031		3 Month BKBM		1.075%	Quarterly/Semi-Annual		(13,653	)		– 0	–		(13,653	)
NOK	3,210		02/19/2031		6 Month NIBOR		1.634%	Semi-Annual/ Annual		(5,540	)		– 0	–		(5,540	)
CHF	600		02/19/2031		(0.054)%		6 Month LIBOR	Annual/ Semi-Annual		8,641			– 0	–		8,641
NZD	560		02/19/2031		3 Month BKBM		1.616%	Quarterly/Semi-Annual		(13,761	)		– 0	–		(13,761	)
NZD	260		02/19/2031		1.616%		3 Month BKBM	Semi-Annual/Quarterly		6,411			7,108			(697	)
CHF	370		03/01/2031		0.068%		6 Month LIBOR	Annual/ Semi-Annual		523			– 0	–		523
USD	80		02/15/2051		1.942%		3 Month LIBOR	Semi-Annual/Quarterly		(761	)		– 0	–		(761	)
									$	(70,742	)	$	7,108		$	(77,850	)

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

PORTFOLIO OF INVESTMENTS (continued)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		12.50	%	USD	8	$	(1,976	)	$	(777	)	$	(1,199	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	70		(17,286	)		(8,768	)		(8,518	)
Credit Suisse International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	3		(741	)		(294	)		(447	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	4		(988	)		(486	)		(502	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	54		(13,330	)		(5,298	)		(8,032	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	81		(20,003	)		(7,743	)		(12,260	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	138		(34,079	)		(16,653	)		(17,426	)
Goldman Sachs International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	7		(1,728	)		(873	)		(855	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	26		(6,421	)		(3,243	)		(3,178	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		12.50		USD	69		(17,039	)		(6,402	)		(10,637	)

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

PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		12.50	%	USD	149	$	(36,783	)	$	(20,998	)	$	(15,785	)
											$	(150,374	)	$	(71,535	)	$	(78,839	)

* Termination date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Payment Frequency Paid Received		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Citibank, NA	USD	195		10/09/2029	1.120%		SIFMA*		Quarterly	$	(1,898	)	$	– 0	–	$	(1,898	)
Citibank, NA	USD	195		10/09/2029	1.125%		SIFMA*		Quarterly		(1,989	)		– 0	–		(1,989	)
										$	(3,887	)	$	– 0	–	$	(3,887	)

* Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Receive Total Return on Reference Obligation

JPMorgan Chase Bank, NA

JPABSAA1(1)

0.14

%

Maturity

USD  9,032

03/31/2021

$

– 0

–

(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, 2021, the aggregate market value of these securities amounted to $4,327,517 or 4.9% of net assets.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.36% of net assets as of February 28, 2021, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017 8.00%, 12/01/2022		12/07/2017	$	217,972	$	224,538		0.25	%
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017A 7.75%, 12/01/2044		12/07/2017		100,000		95,300		0.11	%

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

PORTFOLIO OF INVESTMENTS (continued)

(c) An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of February 28, 2021 and the aggregate market value of this security amounted to $169,969 or 0.19% of net assets.

(d) Defaulted.

(e) Non-income producing security.

(f) When-Issued or delayed delivery security.

(g) Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

(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) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at February 28, 2021.

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

(k) Affiliated investments.

(l) One contract relates to 1 share.

As of February 28, 2021, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 4.3% and 0.0%, respectively.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HUF – Hungarian Forint

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

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

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    ^|    53

PORTFOLIO OF INVESTMENTS (continued)

Glossary:

AGM – Assured Guaranty Municipal

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

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

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

CPI – Consumer Price Index

ETF – Exchange Traded Fund

ETM – Escrowed to Maturity

FTSE – Financial Times Stock Exchange

LIBOR – London Interbank Offered Rate

MSCI – Morgan Stanley Capital International

NATL – National Interstate Corporation

NIBOR – Norwegian Interbank Offered Rate

OMXS – Stockholm Stock Exchange

REIT – Real Estate Investment Trust

SPI – Share Price Index

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

UPMC – University of Pittsburgh Medical Center

(1) The following table represents the 50 largest (long/(short)) equity basket holdings underlying the total return swap with JPABSAA1 as of February 28, 2021.

Security Description	Shares			Current Notional			Percent of Basket’s Value
S&P 500 Total Return		(620	)	$	(4,893,662	)		(54.2	)%
MSCI Daily TR Gross EAFE USD		(280	)		(2,648,667	)		(29.3	)%
JPMorgan Cash USA		(5,615	)		(1,710,895	)		(18.9	)%
Microsoft Corp.		1,831			425,487			4.7	%
MSCI Daily TR Gross Canada USD		(31	)		(279,252	)		(3.1	)%
Alphabet, Inc.		117			238,347			2.6	%
Roche Holding AG		702			230,899			2.6	%
Apple, Inc.		1,797			217,864			2.4	%
Oracle Corp.		3,276			211,347			2.3	%
Amazon.com, Inc.		68			209,485			2.3	%
Citrix Systems, Inc.		1,275			170,381			1.9	%
UnitedHealth Group, Inc.		502			166,657			1.8	%
Walmart, Inc.		1,276			165,726			1.8	%
Home Depot, Inc./(The)		623			161,070			1.8	%
AutoZone, Inc.		137			159,208			1.8	%
Facebook, Inc.		607			156,415			1.7	%
Procter & Gamble Co./(The)		1,266			156,415			1.7	%
Nippon Telegraph & Telephone Co.		5,719			148,036			1.6	%
Enel SpA		15,450			147,105			1.6	%
Paychex, Inc.		1,615			147,105			1.6	%
Koninklijke Ahold Delhaize		5,514			146,174			1.6	%
CME Group, Inc.		704			140,588			1.6	%
Deckers Outdoor Corp.		420			136,863			1.5	%
Taiwan Semiconductor Manufacturing Co., Ltd.		1,079			135,932			1.5	%
Automatic Data Processing, Inc.		765			133,139			1.5	%
Auto Trader Group PLC		171			131,277			1.5	%
Merck & Co. Inc.		1,744			126,622			1.4	%
Fidelity National Information Services		911			125,691			1.4	%
RELX PLC		5,310			125,691			1.4	%
Sony Corp.		1,160			121,036			1.3	%

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

PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
Texas Instruments, Inc.		703	$	121,036		1.3	%
Swedish Match AB		1,662		120,105		1.3	%
Constellation Software, Inc./(Canada)		88		114,518		1.3	%
Capgemini SE		686		110,794		1.2	%
Royal Dutch Shell PLC		57		110,794		1.2	%
Activision Blizzard, Inc.		1,110		106,139		1.2	%
Aristocrat Leisure, Ltd.		4,476		105,208		1.2	%
Partners Group Holding AG		87		105,208		1.2	%
Novo Nordisk A/S		1,433		102,415		1.1	%
Comcast Corp.		1,907		100,553		1.1	%
Ameren Corp.		1,418		99,622		1.1	%
Anthem, Inc.		319		96,828		1.1	%
NextEra Energy, Inc.		1,305		95,897		1.1	%
Wolters Kluwer NV		1,191		94,966		1.1	%
Visa, Inc.		434		92,173		1.0	%
Philip Morris International, Inc.		1,042		87,518		1.0	%
Mastercard, Inc.		247		87,518		1.0	%
Nippon Building Fund, Inc.		14		86,587		1.0	%
Dollar General Corp.		448		84,725		0.9	%
Booz Allen Hamilton Holding Co.		1,086		83,794		0.9	%
Other Long		384,325		2,724,313		30.2	%

See notes to financial statements.

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

STATEMENT OF ASSETS & LIABILITIES

February 28, 2021 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $74,249,106)	$	80,170,334
Affiliated issuers (cost $7,275,716)		7,275,716
Cash collateral due from broker		1,660,688
Foreign currencies, at value (cost $558,439)		553,781
Unaffiliated interest and dividends receivable		676,869
Unrealized appreciation on forward currency exchange contracts		254,112
Receivable for investment securities sold		154,196
Receivable for shares of beneficial interest sold		35,119
Affiliated dividends receivable		76
Other assets		25
Total assets		90,780,916
Liabilities
Due to custodian		978,975
Options written, at value (premiums received $92,618)		89,401
Payable for variation margin on futures		280,987
Payable for terminated total return swaps		225,069
Unrealized depreciation on forward currency exchange contracts		215,083
Market value on credit default swaps (net premiums received $71,535)		150,374
Payable for investment securities purchased and foreign currency transactions		143,511
Payable for shares of beneficial interest redeemed		78,877
Distribution fee payable		13,314
Advisory fee payable		10,635
Transfer Agent fee payable		7,832
Trustees’ fees payable		3,936
Payable for variation margin on centrally cleared swaps		3,905
Unrealized depreciation on interest rate swaps		3,887
Payable for newly entered centrally cleared interest rate swaps		7,058
Accrued expenses and other liabilities		144,336
Total liabilities		2,357,180
Net Assets	$	88,423,736
Composition of Net Assets
Shares of beneficial interest, at par	$	72
Additional paid-in capital		87,434,401
Distributable earnings		989,263
	$	88,423,736

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	54,335,015		4,434,310	$	12.25	*
C	$	3,392,980		271,306	$	12.51
Advisor	$	30,695,741		2,501,298	$	12.27

* The maximum offering price per share for Class A shares was $12.79 which reflects a sales charge of 4.25%.

See notes to financial statements.

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

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2021 (unaudited)

Investment Income
Interest	$	857,391
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $9,507)		599,152
Affiliated issuers		1,133
Other income		250		$	1,457,926
Expenses
Advisory fee (see Note B)		243,666
Distribution fee—Class A		67,697
Distribution fee—Class C		18,342
Transfer agency—Class A		21,966
Transfer agency—Class C		1,576
Transfer agency—Advisor Class		12,484
Custody and accounting		90,672
Audit and tax		37,886
Registration fees		26,633
Printing		17,346
Legal		16,101
Trustees’ fees		9,272
Miscellaneous		18,603
Total expenses		582,244
Less: expenses waived and reimbursed by the Adviser (see Note B)		(171,616	)
Net expenses					410,628
Net investment income					1,047,298
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(398,206	)
Forward currency exchange contracts					65,351
Futures					2,936,470
Options written					(29,931	)
Swaps					(424,512	)
Foreign currency transactions					114,016
Net change in unrealized appreciation/depreciation of:
Investments(a)					3,351,876
Forward currency exchange contracts					8,485
Futures					(1,531,386	)
Options written					536
Swaps					(405,421	)
Foreign currency denominated assets and liabilities					(25,769	)
Net gain on investment and foreign currency transactions					3,661,509
Net Increase in Net Assets from Operations				$	4,708,807

(a) Net of increase in accrued foreign capital gains taxes of $129.

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    57

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,047,298		$	2,595,448
Net realized gain (loss) on investment and foreign currency transactions		2,263,188			(5,784,162	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,398,321			(227,651	)
Net increase (decrease) in net assets from operations		4,708,807			(3,416,365	)
Distributions to Shareholders
Class A		(939,767	)		(2,986,845	)
Class B		– 0	–		(1,897	)
Class C		(47,176	)		(201,470	)
Advisor Class		(570,279	)		(1,617,428	)
Transactions in Shares of Beneficial Interest
Net decrease		(4,799,459	)		(5,914,904	)
Total decrease		(1,647,874	)		(14,138,909	)
Net Assets
Beginning of period		90,071,610			104,210,519
End of period	$	88,423,736		$	90,071,610

See notes to financial statements.

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

NOTES TO FINANCIAL STATEMENTS

February 28, 2021 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed All Market Income Portfolio (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    59

NOTES TO FINANCIAL STATEMENTS (continued)

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by

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

NOTES TO FINANCIAL STATEMENTS (continued)

contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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

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

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

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    61

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments

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

NOTES TO FINANCIAL STATEMENTS (continued)

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, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Long-Term Municipal Bonds

$

– 0

–

$

47,691,385

$

– 0

–

$

47,691,385

Short-Term Municipal Notes

– 0

–

1,430,278

– 0

–

1,430,278

Common Stocks:

Health Care

3,263,695

1,639,758

– 0

–

4,903,453

Consumer Staples

2,861,076

1,662,237

– 0

–

4,523,313

Financials

1,938,667

1,222,633

– 0

–

3,161,300

Industrials

1,546,595

1,440,565

– 0

–

2,987,160

Information Technology

1,937,486

309,282

– 0

–

2,246,768

Utilities

1,073,343

528,598

– 0

–

1,601,941

Communication Services

1,204,941

367,488

– 0

–

1,572,429

Materials

498,283

1,043,049

– 0

–

1,541,332

Consumer Discretionary

161,287

722,809

– 0

–

884,096

Energy

182,137

289,937

– 0

–

472,074

Real Estate

– 0

–

217,641

– 0

–

217,641

Preferred Stocks

5,794,270

– 0

–

– 0

–

5,794,270

Investment Companies

913,564

– 0

–

– 0

–

913,564

Collateralized Mortgage Obligations

– 0

–

229,330

– 0

–

229,330

Short-Term Investments

7,275,716

– 0

–

– 0

–

7,275,716

Total Investments in Securities

28,651,060

58,794,990

– 0

–

87,446,050

Other Financial Instruments(a):

Assets:

Futures

420,261

49,579

– 0

–

469,840

(b)

Forward Currency Exchange Contracts

– 0

–

254,112

– 0

–

254,112

Centrally Cleared Inflation (CPI) Swaps

– 0

–

297,157

– 0

–

297,157

(b)

Centrally Cleared Interest Rate Swaps

– 0

–

153,221

– 0

–

153,221

(b)

Total Return Swaps

– 0

–

– 0

–

– 0

–

– 0

–

Liabilities:

Futures

(195,557

)

(31,028

)

– 0

–

(226,585

)(b)

Forward Currency Exchange Contracts

– 0

–

(215,083

)

– 0

–

(215,083

)

Call Options Written

– 0

–

(25,489

)

– 0

–

(25,489

)

Put Options Written

– 0

–

(63,912

)

– 0

–

(63,912

)

Centrally Cleared Credit Default Swaps

– 0

–

(63,911

)

– 0

–

(63,911

)(b)

Centrally Cleared Interest Rate Swaps

– 0

–

(223,963

)

– 0

–

(223,963

)(b)

Credit Default Swaps

– 0

–

(150,374

)

– 0

–

(150,374

)

Interest Rate Swaps

– 0

–

(3,887

)

– 0

–

(3,887

)

Total

$

28,875,764

$

58,771,412

$

– 0

–

$

87,647,176

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    63

NOTES TO FINANCIAL STATEMENTS (continued)

(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.

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.

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NOTES TO FINANCIAL STATEMENTS (continued)

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. Investment transactions are accounted for on the date the securities are purchased or sold. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has contractually agreed to waive advisory fees and/or to bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transactions costs), on an annual basis (the “Expense Caps”) to ..99%, 1.74% and .74% of the daily average net assets for the Class A, Class C and Advisor Class shares, respectively. For the six months ended February 28, 2021, such reimbursement amounted to $168,358. The Expense Caps will remain in effect through December 31, 2021.

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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 $17,224 for the six months ended February 28, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $169 from the sale of Class A shares and received $21 and $500 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of ..10%) until August 31, 2021. 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, 2021, such waiver amounted to $3,258.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2021 is as follows:

Fund	Market Value 8/31/20 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/28/21 (000)		Dividend Income (000)
Government Money Market Portfolio	$	– 0	–	$	53,296	$	46,020	$	7,276	$	1

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the

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initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Plan

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

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	9,768,142	$	10,728,909
U.S. government securities		758,813		749,719

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	$	8,170,879
Gross unrealized depreciation		(1,865,585	)
Net unrealized appreciation	$	6,305,294

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by

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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, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

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During the six months ended February 28, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

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

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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, 2021, the Fund held written options for hedging and non-hedging purposes.

• Swaps

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

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

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statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

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

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.

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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, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

During the six months ended February 28, 2021, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

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circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

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

During the six months ended February 28, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

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During the six months ended February 28, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

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

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

During the six months ended February 28, 2021, 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	$	64,982	*	Receivable/Payable for variation margin on futures	$	195,557	*
Equity contracts	Receivable/Payable for variation margin on futures		404,858	*	Receivable/Payable for variation margin on futures		31,028	*
Credit contracts					Receivable/Payable for variation margin on centrally cleared swaps		38,016	*

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	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps	$	443,967	*	Receivable/Payable for variation margin on centrally cleared swaps	$	224,660	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		254,112		Unrealized depreciation on forward currency exchange contracts		215,083
Equity contracts					Options written, at value		89,401
Interest rate contracts					Unrealized depreciation on interest rate swaps		3,887
Credit contracts					Market value on credit default swaps		150,374
Total		$	1,167,919			$	948,006

* 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	$	(212,278	)	$	(125,102	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		3,148,748			(1,406,284	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		65,351			8,485

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Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$	(35,415	)	$	– 0	–
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		5,484			536
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		18,288			(191,131	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		269,196			(211,151	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(711,996	)		(3,139	)
Total		$	2,547,378		$	(1,927,786	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 28, 2021:

Futures:
Average notional amount of buy contracts	$	29,704,636
Average notional amount of sale contracts	$	5,529,325
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	12,032,802
Average principal amount of sale contracts	$	12,564,374
Options Written:
Average notional amount	$	9,785,947
Interest Rate Swaps:
Average notional amount	$	390,000
Inflation Swaps:
Average notional amount	$	5,707,500	(a)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	11,813,278

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Centrally Cleared Inflation Swaps:
Average notional amount	$	4,297,429
Credit Default Swaps:
Average notional amount of sale contracts	$	609,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	720,000
Average notional amount of sale contracts	$	2,356,724	(b)
Total Return Swaps:
Average notional amount	$	16,418,394

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

(b) Positions were open for five 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, 2021. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Barclays Bank PLC	$	77,392	$	(53,030	)	$	– 0	–	$	– 0	–	$	24,362
BNP Paribas SA		6,979		(5,034	)		– 0	–		– 0	–		1,945
Citibank, NA/Citigroup Global Markets, Inc.		1,968		(1,968	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		48		(48	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		20,094		(10,859	)		– 0	–		– 0	–		9,235
Goldman Sachs Bank USA/Goldman Sachs International		12,228		(12,228	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		14,887		(9,059	)		– 0	–		– 0	–		5,828
State Street Bank & Trust Co.		67,947		(47,813	)		– 0	–		– 0	–		20,134
UBS AG		52,569		(52,569	)		– 0	–		– 0	–		– 0	–
Total	$	254,112	$	(192,608	)	$	– 0	–	$	– 0	–	$	61,504	^

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

NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Barclays Bank PLC

$

53,030

$

(53,030

)

$

– 0

–

$

– 0

–

$

– 0

–

BNP Paribas SA

5,034

(5,034

)

– 0

–

– 0

–

– 0

–

Citibank, NA/Citigroup Global Markets, Inc.

30,945

(1,968

)

– 0

–

– 0

–

28,977

Credit Suisse International

71,520

(48

)

– 0

–

– 0

–

71,472

Deutsche Bank AG

10,859

(10,859

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA/Goldman Sachs International

92,254

(12,228

)

(80,026

)

– 0

–

– 0

–

Morgan Stanley Capital Services, Inc.

1,856

– 0

–

– 0

–

– 0

–

1,856

Natwest Markets PLC

2,789

– 0

–

– 0

–

– 0

–

2,789

Standard Chartered Bank

9,059

(9,059

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

47,813

(47,813

)

– 0

–

– 0

–

– 0

–

UBS AG

133,586

(52,569

)

– 0

–

– 0

–

81,017

Total

$

458,745

$

(192,608

)

$

(80,026

)

$

– 0

–

$

186,111

^

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

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

2. Currency Transactions

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

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Shares of Beneficial Interest

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

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class A
Shares sold		12,294			215,245		$	148,545		$	2,743,264
Shares issued in reinvestment of dividends and distributions		68,338			212,644			830,462			2,623,471
Shares converted from Class B		– 0	–		42,297			– 0	–		546,700
Shares converted from Class C		36,417			78,955			432,909			946,823
Shares redeemed		(306,430	)		(1,024,381	)		(3,688,302	)		(11,875,720	)
Net decrease		(189,381	)		(475,240	)	$	(2,276,386	)	$	(5,015,462	)
Class B
Shares sold		– 0	–		225		$	– 0	–	$	2,968
Shares issued in reinvestment of dividends and distributions		– 0	–		133			– 0	–		1,757
Shares converted to Class A		– 0	–		(41,244	)		– 0	–		(546,700	)
Shares redeemed		– 0	–		(314	)		– 0	–		(4,141	)
Net decrease		– 0	–		(41,200	)	$	– 0	–	$	(546,116	)
Class C
Shares sold		3,868			55,349		$	47,305		$	617,544
Shares issued in reinvestment of dividends and distributions		3,497			14,105			43,340			178,494
Shares converted to Class A		(35,688	)		(77,461	)		(432,909	)		(946,823	)
Shares redeemed		(42,845	)		(75,986	)		(526,327	)		(879,064	)
Net decrease		(71,168	)		(83,993	)	$	(868,591	)	$	(1,029,849	)
Advisor Class
Shares sold		220,222			1,001,535		$	2,656,573		$	11,746,117
Shares issued in reinvestment of dividends and distributions		36,071			101,699			438,704			1,253,140
Shares redeemed		(394,801	)		(1,059,496	)		(4,749,759	)		(12,322,734	)
Net increase (decrease)		(138,508	)		43,738		$	(1,654,482	)	$	676,523

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), 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, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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

High Yield Debt Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Interest Rate Risk—Changes in interest rates will affect the value of the Fund’s investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Very low or negative interest rates would likely magnify the risks associated with changes in interest rates. During periods of very low or negative rates, the Fund’s returns would likely be adversely affected.

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NOTES TO FINANCIAL STATEMENTS (continued)

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, public health crises, 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, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. 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-U.S.) Risk—The Fund’s investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

NOTES TO FINANCIAL STATEMENTS (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—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.

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

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged

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NOTES TO FINANCIAL STATEMENTS (continued)

to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2021.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2021 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:

	2020			2019
Distributions paid from:
Ordinary income	$	1,888,525		$	5,393,455
Net long-term capital gains		– 0	–		829,397
Total taxable distributions paid	$	1,888,525		$	6,222,852
Tax-exempt income		2,919,115			338,369
Total distributions paid	$	4,807,640		$	6,561,221

As of August 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	109,105
Undistributed tax-exempt income		72,276
Accumulated capital and other losses		(5,056,488	)(a)
Unrealized appreciation/(depreciation)		2,712,786	(b)
Total accumulated earnings/(deficit)	$	(2,162,321	)

(a) As of August 31, 2020, the Fund had a net capital loss carryforward of $4,968,348. As of August 31, 2020, the cumulative deferred loss on straddles was $88,140.

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Fund had a net short-term capital loss carryforward of $4,968,348, which may be carried forward for an indefinite period.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    85

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Subsequent Events

As of February 28, 2021, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of their original purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares after eight years instead of ten years.

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

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

FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  11.83			$  12.75			$  12.68			$  13.93			$  13.20			$  13.32
Income From Investment Operations
Net investment income(a)(b)		.14			.32			.35			.36			.34	†		.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.49			(.64	)		.49			(.01	)		.65			.37
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		.63			(.32	)		.84			.35			.99			.54
Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.60	)		(.37	)		(.69	)		(.19	)		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)
Total dividends and distributions		(.21	)		(.60	)		(.77	)		(1.60	)		(.26	)		(.66	)
Net asset value, end of period		$  12.25			$  11.83			$  12.75			$  12.68			$  13.93			$  13.20
Total Return
Total investment return based on net asset value(d)*		5.43	%		(2.72	)%		7.22	%		2.54	%+		7.64	%†+		4.19	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$54,335			$54,677			$64,994			$68,946			$77,486			$73,526
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.98	%^		.98	%		.99	%		.99	%		1.08	%		1.13	%
Expenses, before waivers/reimbursements(e)(f)‡		1.37	%^		1.33	%		1.35	%		1.31	%		1.25	%		1.19	%
Net investment income(b)		2.31	%^		2.66	%		2.85	%		2.77	%		2.57	%†		1.31	%
Portfolio turnover rate		14	%		35	%		22	%		50	%		85	%		25	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		.02	%		.02	%		.04	%		.11	%		.16	%

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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.06			$  12.98			$  12.90			$  13.93			$  13.19			$  13.30
Income From Investment Operations
Net investment income(a)(b)		.10			.24			.26			.27			.23	†		.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.51			(.66	)		.49			(.02	)		.66			.37
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		.61			(.42	)		.75			.25			.89			.44
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.50	)		(.27	)		(.37	)		(.08	)		(.10	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)
Total dividends and distributions		(.16	)		(.50	)		(.67	)		(1.28	)		(.15	)		(.55	)
Net asset value, end of period		$  12.51			$  12.06			$  12.98			$  12.90			$  13.93			$  13.19
Total Return
Total investment return based on net asset value(d)*		5.07	%		(3.37	)%		6.33	%		1.83	%+		6.82	%†+		3.40	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,393			$4,131			$5,537			$7,383			$11,986			$24,955
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.73	%^		1.73	%		1.74	%		1.74	%		1.86	%		1.89	%
Expenses, before waivers/reimbursements(e)(f)‡		2.12	%^		2.09	%		2.10	%		2.05	%		1.99	%		1.94	%
Net investment income(b)		1.56	%^		1.92	%		2.11	%		2.02	%		1.72	%†		.56	%
Portfolio turnover rate		14	%		35	%		22	%		50	%		85	%		25	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		.02	%		.02	%		.04	%		.11	%		.16	%

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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  11.84			$  12.77			$  12.70			$  13.96			$  13.24			$  13.36
Income From Investment Operations
Net investment income(a)(b)		.15			.35			.38			.39			.37	†		.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.50			(.65	)		.49			.00	(c)		.64			.38
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		.65			(.30	)		.87			.39			1.01			.58
Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.63	)		(.40	)		(.74	)		(.22	)		(.25	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)		(.45	)
Total dividends and distributions		(.22	)		(.63	)		(.80	)		(1.65	)		(.29	)		(.70	)
Net asset value, end of period		$  12.27			$  11.84			$  12.77			$  12.70			$  13.96			$  13.24
Total Return
Total investment return based on net asset value(d)*		5.55	%		(2.47	)%		7.48	%		2.95	%		7.84	%†+		4.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,696			$31,264			$33,141			$35,479			$39,646			$39,382
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.73	%^		.73	%		.74	%		.74	%		.84	%		.89	%
Expenses, before waivers/reimbursements(e)(f)‡		1.12	%^		1.08	%		1.10	%		1.06	%		1.00	%		.94	%
Net investment income(b)		2.55	%^		2.91	%		3.10	%		3.02	%		2.81	%†		1.55	%
Portfolio turnover rate		14	%		35	%		22	%		50	%		85	%		25	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		.02	%		.02	%		.04	%		.11	%		.16	%

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 six months ended February 28, 2021 and the years ended August 31, 2020 and August 31, 2017, such waiver amounted to .01% (annualized), .01% and .04%, respectively.

(f) The expense ratios presented below exclude bank overdraft expense:

	Six Months Ended February 28, 2021 (unaudited)	Year Ended August 31,
		2020	2019	2018			2017	2016
Class A
Net of waivers/reimbursements	N/A	N/A	N/A		.99	%	N/A	N/A
Before waivers/reimbursements	N/A	N/A	N/A		1.30	%	N/A	N/A
Class C
Net of waivers/reimbursements	N/A	N/A	N/A		1.74	%	N/A	N/A
Before waivers/reimbursements	N/A	N/A	N/A		2.04	%	N/A	N/A
Advisor Class
Net of waivers/reimbursements	N/A	N/A	N/A		.74	%	N/A	N/A
Before waivers/reimbursements	N/A	N/A	N/A		1.05	%	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 and August 31, 2016 by .01%, .01% and .02%, respectively.

+ The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

^ Annualized.

See notes to financial statements.

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BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Onur Erzan*, President and Chief Executive Officer Nancy P. Jacklin⁽¹⁾ Jeanette W. Loeb⁽¹⁾ 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 Karen Watkin⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

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

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

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Harting and Loewy and Ms. Watkin are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

* Mr. Robert M. Keith retired as President, Chief Executive Officer and a Director of the Fund as of March 31, 2021. Mr. Onur Erzan, Senior Vice President and Head of the Global Client Group of the Adviser, has been elected President, Chief Executive Officer and a Director of the Fund, effective April 1, 2021.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed All Market Income Portfolio (the “Fund”) at a meeting held by video conference on August 4-5, 2020 (the “Meeting”).

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

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

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

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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.

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 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market 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

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

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

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

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

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for

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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

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

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

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    99

NOTES

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AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TAMI-0152-0221                

FEB    ^02.28.21

SEMI-ANNUAL REPORT

AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are 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.

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the 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.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 5, 2021

This report provides management’s discussion of fund performance for the AB Tax-Managed Wealth Appreciation Strategy for the semi-annual reporting period ended February 28, 2021.

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

NAV RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED WEALTH APPRECIATION STRATEGY
Class A Shares		13.36%		27.38%
Class C Shares		12.90%		26.38%
Advisor Class Shares1		13.43%		27.62%
MSCI ACWI (net)		13.04%		30.25%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

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, 2021.

During the six-month period, all share classes except Class C outperformed the benchmark, before sales charges. The Fund’s overweight allocations to US and international small-cap stocks were significant contributors, relative to the benchmark, and stock selection within industrials and financials contributed to performance, as market returns broadened to include companies that would benefit from economic reopening after the announcement of COVID-19 vaccines. Strong stock selection within emerging markets also contributed. Weaker sector selection from underweights to materials, energy and financials offset some of these gains.

All shares classes underperformed the benchmark during the 12-month period, before sales charges. Stock selection was the largest detractor, while sector and country selection had no material impact on returns, and currency selection was a small contributor. The Fund’s stock selection

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within the materials, information-technology and consumer-discretionary sectors detracted, as returns were very concentrated within stocks deemed as COVID-19 beneficiaries in this period, while stocks exposed to travel, such as energy producers and the aerospace complex, underperformed significantly.

The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Following patterns seen in the prior six-month period, global equity markets continued to be driven by news surrounding the pandemic. US, international and emerging-market equities, supported by extensive monetary and fiscal stimulus, continued to recover from lows triggered by the COVID-19 pandemic and recorded positive returns for the six-month period ended February 28, 2021. Equity markets suffered a setback at the beginning of the period as volatility and style rotation, including a broad sell-off of mega-cap technology stocks, prevailed. Favorable news about the efficacy of potential coronavirus vaccines helped offset market volatility that was prompted by the continued spread of the virus in many countries, a potentially contested US presidential election and lack of additional US fiscal stimulus. Later in the period, global equity markets were supported by a significant decline in new cases, the acceleration of vaccine distribution and positive signs that a $1.9 trillion relief package would be approved—despite the emergence of seemingly more transmissible strains of the virus. As the period drew to a close, the emergence of inflationary fears, especially in the US, precipitated a sharp rise in long-term government bond yields and an accompanying correction in equities. Rising longer-term interest rates pressured the valuations of many market-leading technology and growth stocks, especially in the US, boosting a rotation into more cyclical and value-oriented stocks. For the semi-annual period, small-cap stocks substantially outperformed large-cap stocks on a relative basis, and periods of market rotation led large and small value-style stocks to outperform their growth-style peers.

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.

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INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that 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 focuses 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.

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

(continued on next page)

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

securities in order to realize capital losses. Capital losses may be used to offset realized capital gains. To minimize capital gains distributions, the Adviser may sell securities in the Fund with the highest cost basis. The Adviser may monitor the length of time the Fund has held an investment to evaluate whether the investment should be sold at a short-term gain or held for a longer period so that the gain on the investment will be taxed at the lower long-term rate. In making this decision, the Adviser considers whether, in its judgment, the risk of continued exposure to the investment is worth the tax savings of a lower capital gains rate. There can be no assurance that any of these strategies will be effective or that their use will not adversely affect the gross returns of the Fund.

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

DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI ACWI is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The 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, including public health crises (including the occurrence of a contagious disease or illness), 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 more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

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

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

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both

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

DISCLOSURES AND RISKS (continued)

their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    7

DISCLOSURES AND RISKS (continued)

performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

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

HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		27.38%		22.00%
5 Years		12.45%		11.48%
10 Years		8.08%		7.61%
CLASS C SHARES
1 Year		26.38%		25.38%
5 Years		11.62%		11.62%
10 Years		7.29%		7.29%
ADVISOR CLASS SHARES1
1 Year		27.62%		27.62%
5 Years		12.73%		12.73%
10 Years		8.36%		8.36%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.38%, 2.13% and 1.13% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.02%, 1.77% and 0.77% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 This share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    9

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		46.99%
5 Years		10.80%
10 Years		8.02%
CLASS C SHARES
1 Year		51.34%
5 Years		10.93%
10 Years		7.70%
ADVISOR CLASS SHARES1
1 Year		53.98%
5 Years		12.04%
10 Years		8.79%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		46.55	%
5 Years		9.35	%
10 Years		6.94	%
CLASS C SHARES
1 Year		51.26	%
5 Years		9.75	%
10 Years		6.85	%
ADVISOR CLASS SHARES1
1 Year		53.43	%
5 Years		10.51	%
10 Years		7.64	%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		27.96%
5 Years		8.17%
10 Years		6.18%
CLASS C SHARES
1 Year		30.44%
5 Years		8.39%
10 Years		6.01%
ADVISOR CLASS SHARES1
1 Year		32.14%
5 Years		9.16%
10 Years		6.81%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    11

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

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EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2020		Ending Account Value February 28, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,133.60	$	3.28		0.62	%	$	5.34		1.01	%
Hypothetical**	$	1,000	$	1,021.72	$	3.11		0.62	%	$	5.06		1.01	%
Class C
Actual	$	1,000	$	1,129.00	$	7.23		1.37	%	$	9.29		1.76	%
Hypothetical**	$	1,000	$	1,018.00	$	6.85		1.37	%	$	8.80		1.76	%
Advisor Class
Actual	$	1,000	$	1,134.30	$	1.96		0.37	%	$	4.02		0.76	%
Hypothetical**	$	1,000	$	1,022.96	$	1.86		0.37	%	$	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 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).

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PORTFOLIO SUMMARY

February 28, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $763.7

1 All data are as of February 28, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). Sectors shown include investments of Underlying Portfolios.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO OF INVESTMENTS

February 28, 2021 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 50.5%
Information Technology – 13.5%
Communications Equipment – 0.2%
Cisco Systems, Inc./Delaware		18,435	$	827,178
F5 Networks, Inc.(a)		2,205		418,906
				1,246,084
Electronic Equipment, Instruments & Components – 0.4%
CDW Corp./DE		20,234		3,174,512
IT Services – 3.0%
Automatic Data Processing, Inc.		14,105		2,454,552
Booz Allen Hamilton Holding Corp.		19,549		1,508,010
Genpact Ltd.		90,917		3,676,684
PayPal Holdings, Inc.(a)		17,527		4,554,391
Visa, Inc. – Class A		50,990		10,829,766
				23,023,403
Semiconductors & Semiconductor Equipment – 3.0%
KLA Corp.		4,546		1,414,851
NVIDIA Corp.		7,967		4,370,537
NXP Semiconductors NV		26,674		4,869,339
QUALCOMM, Inc.		43,920		5,981,465
Texas Instruments, Inc.		22,265		3,835,591
Xilinx, Inc.		18,516		2,412,635
				22,884,418
Software – 4.6%
Adobe, Inc.(a)		6,667		3,064,620
Citrix Systems, Inc.		16,833		2,248,552
Microsoft Corp.		111,736		25,965,212
Oracle Corp.		59,768		3,855,634
				35,134,018
Technology Hardware, Storage & Peripherals – 2.3%
Apple, Inc.		128,412		15,571,239
Western Digital Corp.		29,034		1,989,700
				17,560,939
				103,023,374
Health Care – 6.9%
Biotechnology – 0.8%
Gilead Sciences, Inc.		412		25,297
Regeneron Pharmaceuticals, Inc.(a)		3,792		1,708,561
Vertex Pharmaceuticals, Inc.(a)		18,898		4,016,770
				5,750,628
Health Care Equipment & Supplies – 2.2%
Align Technology, Inc.(a)		5,210		2,954,643
Edwards Lifesciences Corp.(a)		46,200		3,839,220	��
Intuitive Surgical, Inc.(a)		784		577,652

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Medtronic PLC		58,894	$	6,888,831
Zimmer Biomet Holdings, Inc.		15,967		2,603,579
				16,863,925
Health Care Providers & Services – 1.9%
Anthem, Inc.		15,523		4,706,419
UnitedHealth Group, Inc.		30,656		10,184,536
				14,890,955
Pharmaceuticals – 2.0%
Johnson & Johnson		18,582		2,944,504
Merck & Co., Inc.		10,156		737,529
Pfizer, Inc.		15,219		509,684
Roche Holding AG (Sponsored ADR)		160,492		6,596,221
Viatris, Inc.(a)		3,219		47,802
Zoetis, Inc.		30,246		4,695,389
				15,531,129
				53,036,637
Consumer Discretionary – 6.8%
Auto Components – 0.6%
Magna International, Inc. – Class A (United States)		50,674		4,266,751
Automobiles – 0.3%
Stellantis NV		131,510		2,154,134
Distributors – 0.4%
LKQ Corp.(a)		70,411		2,773,489
Diversified Consumer Services – 0.2%
Chegg, Inc.(a)		18,228		1,759,549
Hotels, Restaurants & Leisure – 0.1%
Starbucks Corp.		8,298		896,433
Internet & Direct Marketing Retail – 1.7%
Amazon.com, Inc.(a)		3,967		12,269,653
Booking Holdings, Inc.(a)		442		1,029,202
				13,298,855
Specialty Retail – 2.3%
AutoZone, Inc.(a)		4,111		4,768,431
Home Depot, Inc. (The)		29,493		7,619,221
TJX Cos., Inc. (The)		76,211		5,029,164
				17,416,816
Textiles, Apparel & Luxury Goods – 1.2%
Deckers Outdoor Corp.(a)		8,024		2,616,707
NIKE, Inc. – Class B		50,290		6,778,086
				9,394,793
				51,960,820

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 6.4%
Diversified Telecommunication Services – 1.0%
Comcast Corp. – Class A		146,339	$	7,714,992
Entertainment – 1.0%
Electronic Arts, Inc.		39,345		5,271,049
Take-Two Interactive Software, Inc.(a)		11,195		2,065,030
Walt Disney Co. (The)(a)		3,242		612,868
				7,948,947
Interactive Media & Services – 4.0%
Alphabet, Inc. – Class A(a)		925		1,870,267
Alphabet, Inc. – Class C(a)		8,729		17,779,751
Facebook, Inc. – Class A(a)		40,962		10,552,630
				30,202,648
Wireless Telecommunication Services – 0.4%
T-Mobile US, Inc.(a)		24,726		2,966,378
				48,832,965
Financials – 5.9%
Banks – 3.0%
Bank of America Corp.		264,259		9,172,430
Citigroup, Inc.		63,421		4,178,175
JPMorgan Chase & Co.		13,260		1,951,474
PNC Financial Services Group, Inc. (The)		12,300		2,070,828
Wells Fargo & Co.		158,310		5,726,073
				23,098,980
Capital Markets – 2.0%
CME Group, Inc. – Class A		18,649		3,724,205
Goldman Sachs Group, Inc. (The)		23,996		7,666,242
LPL Financial Holdings, Inc.		27,099		3,564,603
S&P Global, Inc.		957		315,198
				15,270,248
Insurance – 0.9%
Progressive Corp. (The)		41,505		3,567,355
Reinsurance Group of America, Inc. – Class A		23,072		2,820,090
				6,387,445
				44,756,673
Industrials – 4.8%
Aerospace & Defense – 0.5%
L3Harris Technologies, Inc.		20,432		3,716,785
Raytheon Technologies Corp.		2,765		199,052
				3,915,837
Airlines – 0.4%
Delta Air Lines, Inc.(a)		5,165		247,610
Southwest Airlines Co.		51,957		3,020,261
				3,267,871

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Building Products – 0.1%
Masco Corp.		13,850	$	737,097
Construction & Engineering – 0.6%
AECOM(a)		73,853		4,275,350
Electrical Equipment – 0.5%
Eaton Corp. PLC		31,912		4,154,623
Industrial Conglomerates – 0.4%
Honeywell International, Inc.		14,658		2,966,046
Machinery – 0.3%
Ingersoll Rand, Inc.(a)		40,670		1,884,648
Professional Services – 0.3%
Robert Half International, Inc.		32,091		2,496,359
Road & Rail – 1.2%
CSX Corp.		49,635		4,544,084
Knight-Swift Transportation Holdings, Inc.		78,845		3,406,104
Norfolk Southern Corp.		5,172		1,303,655
				9,253,843
Trading Companies & Distributors – 0.5%
United Rentals, Inc.(a)		13,300		3,955,154
				36,906,828
Consumer Staples – 2.2%
Food & Staples Retailing – 1.1%
Costco Wholesale Corp.		7,999		2,647,669
Walmart, Inc.		46,273		6,011,788
				8,659,457
Household Products – 1.1%
Procter & Gamble Co. (The)		65,148		8,047,733
				16,707,190
Real Estate – 1.4%
Equity Real Estate Investment Trusts (REITs) – 1.4%
American Campus Communities, Inc.		41,608		1,704,264
American Tower Corp.		9,691		2,094,516
Americold Realty Trust		31,154		1,091,636
CubeSmart		17,687		653,711
Mid-America Apartment Communities, Inc.		28,681		3,864,191
Prologis, Inc.		15,294		1,515,177
				10,923,495
Real Estate Management & Development – 0.0%
CBRE Group, Inc. – Class A(a)		450		34,096
				10,957,591

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Utilities – 1.1%
Electric Utilities – 1.1%
American Electric Power Co., Inc.		56,656	$	4,240,702
Edison International		4,800		259,152
NextEra Energy, Inc.		51,172		3,760,118
				8,259,972
Energy – 0.8%
Oil, Gas & Consumable Fuels – 0.8%
Chevron Corp.		30,272		3,027,200
EOG Resources, Inc.		48,109		3,105,917
				6,133,117
Materials – 0.7%
Chemicals – 0.7%
LyondellBasell Industries NV – Class A		27,469		2,831,779
Westlake Chemical Corp.		26,914		2,303,570
				5,135,349
Total Common Stocks (cost $211,762,187)				385,710,516
INVESTMENT COMPANIES – 48.8%
Funds and Investment Trusts – 48.8%(b)(c)
AB Discovery Growth Fund, Inc. – Class Z		1,563,310		25,200,552
AB Trust – AB Discovery Value Fund – Class Z		1,096,809		25,292,421
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		3,777,141		46,383,293
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		17,942,738		235,229,291
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		1,286,134		18,777,552
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		624,013		21,422,366
Total Investment Companies (cost $335,319,515)				372,305,475
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(b)(c)(d) (cost $5,661,916)		5,661,916		5,661,916
Total Investments – 100.0% (cost $552,743,618)				763,677,907
Other assets less liabilities – 0.0%				18,683
Net Assets – 100.0%			$	763,696,590

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

(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 the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

REIT – Real Estate Investment Trust

See notes to financial statements.

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

STATEMENT OF ASSETS & LIABILITIES

February 28, 2021 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $211,762,187)	$	385,710,516
Affiliated issuers (cost $340,981,431)		377,967,391
Foreign currencies, at value (cost $99,632)		103,252
Receivable for shares of beneficial interest sold		558,404
Unaffiliated dividends receivable		415,200
Affiliated dividends receivable		51
Other assets		10,586
Total assets		764,765,400
Liabilities
Payable for shares of beneficial interest redeemed		380,074
Payable for investment securities purchased		325,917
Advisory fee payable		178,700
Administrative fee payable		28,230
Transfer Agent fee payable		13,835
Distribution fee payable		9,852
Trustees’ fees payable		6,141
Dividends payable		153
Accrued expenses and other liabilities		125,908
Total liabilities		1,068,810
Net Assets	$	763,696,590
Composition of Net Assets
Shares of beneficial interest, at par	$	403
Additional paid-in capital		535,981,663
Distributable earnings		227,714,524
	$	763,696,590

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	42,500,476		2,254,053	$	18.86	*
C	$	1,947,673		104,232	$	18.69
Advisor	$	719,248,441		37,987,213	$	18.93

* The maximum offering price per share for Class A shares was $19.70 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    21

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2021 (unaudited)

Investment Income
Dividends
Affiliated issuers	$	3,883,739
Unaffiliated issuers (net of foreign taxes withheld of $6,703)		2,609,629		$	6,493,368
Expenses
Advisory fee (see Note B)		2,336,814
Distribution fee—Class A		50,263
Distribution fee—Class C		10,654
Transfer agency—Class A		3,724
Transfer agency—Class C		247
Transfer agency—Advisor Class		62,653
Custody and accounting		66,558
Administrative		36,219
Registration fees		29,948
Audit and tax		29,428
Printing		21,911
Legal		21,099
Trustees’ fees		13,667
Miscellaneous		15,255
Total expenses		2,698,440
Less: expenses waived and reimbursed by the Adviser (see Note B)		(1,299,821	)
Net expenses					1,398,619
Net investment income					5,094,749
Realized and Unrealized Gain on Investment and Foreign Currency Transactions
Net realized gain on:
Affiliated Underlying Portfolios					202,680
Investment transactions					16,405,236
Foreign currency transactions					58
Net realized gain distributions from Affiliated Underlying Portfolios					2,823,876
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					48,812,289
Investments					18,332,307
Net gain on investment and foreign currency transactions					86,576,446
Net Increase in Net Assets from Operations				$	91,671,195

See notes to financial statements.

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

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Increase in Net Assets from Operations
Net investment income	$	5,094,749		$	9,483,742
Net realized gain on investment and foreign currency transactions		16,607,974			4,772,783
Net realized gain distributions from Affiliated Underlying Portfolios		2,823,876			1,582,338
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		67,144,596			61,897,482
Net increase in net assets from operations		91,671,195			77,736,345
Distributions to Shareholders
Class A		(417,754	)		(1,818,152	)
Class C		(4,650	)		(169,302	)
Advisor Class		(8,582,765	)		(33,352,145	)
Transactions in Shares of Beneficial Interest
Net decrease		(17,659,250	)		(41,164,215	)
Total increase		65,006,776			1,232,531
Net Assets
Beginning of period		698,689,814			697,457,283
End of period	$	763,696,590		$	698,689,814

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    23

NOTES TO FINANCIAL STATEMENTS

February 28, 2021 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

385,710,516

$

– 0

–

$

– 0

–

$

385,710,516

Investment Companies

372,305,475

– 0

–

– 0

–

372,305,475

Short-Term Investments

5,661,916

– 0

–

– 0

–

5,661,916

Total Investments in Securities

763,677,907

– 0

–

– 0

–

763,677,907

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

763,677,907

$

– 0

–

$

– 0

–

$

763,677,907

(a) See Portfolio of Investments for sector classifications.

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

3. Currency Translation

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    27

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. 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. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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

NOTES TO FINANCIAL STATEMENTS (continued)

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended February 28, 2021, the reimbursement for such services amounted to $36,219.

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 $40,509 for the six months ended February 28, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $159 from the sale of Class A shares and received $0 and $12

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    29

NOTES TO FINANCIAL STATEMENTS (continued)

in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. 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, 2021, such waiver amounted to $1,260.

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, 2021. For the six months ended February 28, 2021, such waivers and/or reimbursements amounted to $1,298,561.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2021 is as follows:

																Distributions
Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/21 (000)		Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	237	$	52,138		$	46,713	$	– 0	–	$	– 0	–	$	5,662	$	0	*	$	– 0	–
AB Discovery Growth Fund, Inc.		19,995		4,300			1,884		542			2,248			25,201		76			2,824
AB Trust – AB Discovery Value Fund		16,342		2,522			1,121		(153	)		7,702			25,292		196			– 0	–
Bernstein Fund, Inc.:
International Small Cap Portfolio		41,474		529			2,284		(58	)		6,722			46,383		529			– 0	–
International Strategic Equities Portfolio		136,733		80,168	†		3,952		171			22,109			235,229		1,907			– 0	–

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

NOTES TO FINANCIAL STATEMENTS (continued)

																Distributions
Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)		Market Value 2/28/21 (000)			Dividend Income (000)		Realized Gains (000)
Small Cap Core Portfolio	$	19,085	$	86	$	5,312		$	(530	)	$	5,449	$	18,778		$	86	$	– 0	–
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		18,561		422		2,134			241			4,332		21,422			422		– 0	–
Tax-Managed International Portfolio		77,625		668		78,533	†		(10	)		250		– 0	–		668		– 0	–
Total								$	203		$	48,812	$	377,967		$	3,884	$	2,824

† Includes $77,442,511 of purchases / sales resulting from the merger of the Tax-Managed International Portfolio into the International Strategic Equities Portfolio, which took place on December 4, 2020.

* Amount is less than $500.

Brokerage commissions paid on investment transactions for the six months ended February 28, 2021 amounted to $24,945, of which $478 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change

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NOTES TO FINANCIAL STATEMENTS (continued)

of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Plan

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

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2021 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	80,766,346		$	101,653,682
U.S. government securities		– 0	–		– 0	–

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

NOTES TO FINANCIAL STATEMENTS (continued)

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	$	211,477,237
Gross unrealized depreciation		(542,948	)
Net unrealized appreciation	$	210,934,289

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, 2021.

2. Currency Transactions

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    33

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, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class A
Shares sold		26,164			27,520		$	454,155		$	435,509
Shares issued in reinvestment of dividends and distributions		20,852			99,482			371,580			1,626,540
Shares converted from Class B		– 0	–		13,839			– 0	–		230,023
Shares converted from Class C		23,930			71,358			407,440			1,119,363
Shares redeemed		(135,727	)		(250,404	)		(2,385,567	)		(3,791,428	)
Net decrease		(64,781	)		(38,205	)	$	(1,152,392	)	$	(379,993	)
Class B
Shares sold		– 0	–		6		$	– 0	–	$	143
Shares converted to Class A		– 0	–		(13,939	)		– 0	–		(230,023	)
Net decrease		– 0	–		(13,933	)	$	– 0	–	$	(229,880	)
Class C
Shares sold		1,118			5,268		$	19,620		$	83,473
Shares issued in reinvestment of dividends and distributions		251			9,401			4,436			152,481
Shares converted to Class A		(24,255	)		(72,274	)		(407,440	)		(1,119,363	)
Shares redeemed		(18,350	)		(89,780	)		(338,576	)		(1,317,146	)
Net decrease		(41,236	)		(147,385	)	$	(721,960	)	$	(2,200,555	)
Advisor Class
Shares sold		1,405,471			3,039,670		$	25,329,361		$	47,527,142
Shares issued in reinvestment of dividends and distributions		429,733			1,891,323			7,687,922			31,017,696
Shares redeemed		(2,744,909	)		(7,712,813	)		(48,802,181	)		(116,898,625	)
Net decrease		(909,705	)		(2,781,820	)	$	(15,784,898	)	$	(38,353,787	)

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), 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-U.S.) Risk—The Fund’s investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

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

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

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

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    35

NOTES TO FINANCIAL STATEMENTS (continued)

Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will

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

NOTES TO FINANCIAL STATEMENTS (continued)

generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2021.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2021 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	12,291,441	$	8,819,847
Net long-term capital gains		23,048,158		24,665,652
Total taxable distributions paid	$	35,339,599	$	33,485,499

As of August 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	1,526,204
Unrealized appreciation/(depreciation)		143,522,294	(a)
Total accumulated earnings/(deficit)	$	145,048,498

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Fund did not have any capital loss carryforwards.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    37

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Subsequent Events

As of February 28, 2021, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of their original purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares after eight years instead of ten years.

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

38    ^|    AB  TAX-MANAGED 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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.81			$  15.66			$  16.76			$  16.85			$  15.08			$  15.41
Income From Investment Operations
Net investment income(a)(b)		.10			.18			.20			.18			.42			.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.14			1.75			(.57	)		1.78			1.78			.60
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		2.24			1.93			(.37	)		1.96			2.20			.77
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.33	)		(.16	)		(.39	)		(.29	)		(.16	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)
Total dividends and distributions		(.19	)		(.78	)		(.73	)		(2.05	)		(.43	)		(1.10	)
Net asset value, end of period		$  18.86			$  16.81			$  15.66			$  16.76			$  16.85			$  15.08
Total Return
Total investment return based on net asset value(d)*		13.36	%		12.44	%		(1.66	)%		12.13	%		14.98	%		5.23	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$42,500			$38,983			$36,908			$39,519			$39,479			$32,398
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.62	%^		.63	%		.63	%		.62	%		.88	%		.93	%
Expenses, before waivers/reimbursements(e)‡		.98	%^		.99	%		.99	%		1.00	%		1.01	%		1.01	%
Net investment income(b)		1.18	%^		1.15	%		1.30	%		1.05	%		2.70	%		1.16	%
Portfolio turnover rate		11	%		21	%		19	%		25	%		112	%		47	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.39	%		.39	%		.40	%		.23	%		.23	%

See footnote summary on page 42.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.59			$  15.44			$  16.47			$  16.55			$  14.82			$  15.15
Income From Investment Operations
Net investment income(a)(b)		.04			.09			.08			.05			.27			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.10			1.69			(.54	)		1.75			1.78			.59
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		2.14			1.78			(.46	)		1.80			2.05			.65
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.18	)		– 0	–		(.22	)		(.18	)		(.04	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)
Total dividends and distributions		(.04	)		(.63	)		(.57	)		(1.88	)		(.32	)		(.98	)
Net asset value, end of period		$  18.69			$  16.59			$  15.44			$  16.47			$  16.55			$  14.82
Total Return
Total investment return based on net asset value(d)*		12.90	%		11.63	%		(2.42	)%		11.31	%		14.09	%		4.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,948			$2,413			$4,522			$8,577			$9,373			$14,380
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.37	%^		1.38	%		1.38	%		1.38	%		1.65	%		1.68	%
Expenses, before waivers/reimbursements(e)‡		1.74	%^		1.74	%		1.74	%		1.75	%		1.76	%		1.76	%
Net investment income(b)		.45	%^		.58	%		.53	%		.32	%		1.78	%		.42	%
Portfolio turnover rate		11	%		21	%		19	%		25	%		112	%		47	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.39	%		.39	%		.40	%		.23	%		.23	%

See footnote summary on page 42.

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

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.90			$  15.73			$  16.84			$  16.92			$  15.14			$  15.47
Income From Investment Operations
Net investment income(a)(b)		.13			.22			.24			.21			.45			.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.13			1.77			(.58	)		1.80			1.80			.61
Contributions from Affiliates		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		.00	(c)
Net increase (decrease) in net asset value from operations		2.26			1.99			(.34	)		2.01			2.25			.82
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.37	)		(.20	)		(.43	)		(.33	)		(.21	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)		(.94	)
Total dividends and distributions		(.23	)		(.82	)		(.77	)		(2.09	)		(.47	)		(1.15	)
Net asset value, end of period		$  18.93			$  16.90			$  15.73			$  16.84			$  16.92			$  15.14
Total Return
Total investment return based on net asset value(d)*		13.43	%		12.78	%		(1.44	)%		12.41	%		15.27	%		5.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$719,249			$657,294			$655,810			$700,240			$638,666			$639,602
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.37	%^		.38	%		.38	%		.38	%		.64	%		.68	%
Expenses, before waivers/reimbursements(e)‡		.73	%^		.74	%		.74	%		.75	%		.76	%		.76	%
Net investment income(b)		1.43	%^		1.41	%		1.51	%		1.28	%		2.89	%		1.41	%
Portfolio turnover rate		11	%		21	%		19	%		25	%		112	%		47	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.39	%		.39	%		.40	%		.23	%		.23	%

See footnote summary on page 42.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    41

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 28, 2021 and the years ended August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .36% (annualized), .36%, .36%, .37% and .12%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018, August 31, 2017 and August 31, 2016 by .02%, .02% and .01%, respectively.

^ Annualized.

See notes to financial statements.

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

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾,
Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Onur Erzan*, President and Chief Executive Officer Nancy P. Jacklin⁽¹⁾ Jeanette W. Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Ding Liu⁽²⁾, Vice President Nelson Yu⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

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

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

2 The day-to-day management of, and investment decisions for, the Fund’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 Fund’s portfolio.

* Mr. Robert M. Keith retired as President, Chief Executive Officer and a Director of the Fund as of March 31, 2021. Mr. Onur Erzan, Senior Vice President and Head of the Global Client Group of the Adviser, has been elected President, Chief Executive Officer and a Director of the Fund, effective April 1, 2021.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    43

Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

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

and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    45

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

46    |    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    47

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, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2020 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 utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior 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

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

the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

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

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    49

services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

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

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

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Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    51

NOTES

52    ^|    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-0152-0221                

FEB    ^02.28.21

SEMI-ANNUAL REPORT

AB WEALTH APPRECIATION STRATEGY

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are 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.

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the 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.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    1

SEMI-ANNUAL REPORT

April 5, 2021

This report provides management’s discussion of fund performance for the AB Wealth Appreciation Strategy for the semi-annual reporting period ended February 28, 2021.

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

NAV RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	6 Months		12 Months
AB WEALTH APPRECIATION STRATEGY
Class A Shares		13.53%		27.93%
Class C Shares		13.10%		26.94%
Advisor Class Shares1		13.71%		28.26%
Class R Shares1		13.28%		27.34%
Class K Shares1		13.51%		27.78%
MSCI ACWI (net)		13.04%		30.25%

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

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, 2021.

During the six-month period, all share classes outperformed the benchmark, before sales charges. The Fund’s overweight allocations to US and international small-cap stocks were significant contributors, relative to the benchmark, and stock selection within industrials and financials contributed to performance, as market returns broadened to include companies that would benefit from economic reopening after the announcement of COVID-19 vaccines. Strong stock selection within emerging markets also contributed. Weaker sector selection from underweights to materials, energy and financials offset some of these gains.

All shares classes underperformed the benchmark during the 12-month period, before sales charges. Stock selection was the largest detractor, while sector and country selection had no material impact on returns, and currency selection was a small contributor. The Fund’s stock selection

2    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

within the materials, information-technology and consumer-discretionary sectors detracted, as returns were very concentrated within stocks deemed as COVID-19 beneficiaries in this period, while stocks exposed to travel, such as energy producers and the aerospace complex, underperformed significantly.

The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Following patterns seen in the prior six-month period, global equity markets continued to be driven by news surrounding the pandemic. US, international and emerging-market equities, supported by extensive monetary and fiscal stimulus, continued to recover from lows triggered by the COVID-19 pandemic and recorded positive returns for the six-month period ended February 28, 2021. Equity markets suffered a setback at the beginning of the period as volatility and style rotation, including a broad sell-off of mega-cap technology stocks, prevailed. Favorable news about the efficacy of potential coronavirus vaccines helped offset market volatility that was prompted by the continued spread of the virus in many countries, a potentially contested US presidential election and lack of additional US fiscal stimulus. Later in the period, global equity markets were supported by a significant decline in new cases, the acceleration of vaccine distribution and positive signs that a $1.9 trillion relief package would be approved—despite the emergence of seemingly more transmissible strains of the virus. As the period drew to a close, the emergence of inflationary fears, especially in the US, precipitated a sharp rise in long-term government bond yields and an accompanying correction in equities. Rising longer-term interest rates pressured the valuations of many market-leading technology and growth stocks, especially in the US, boosting a rotation into more cyclical and value-oriented stocks. For the semi-annual period, small-cap stocks substantially outperformed large-cap stocks on a relative basis, and periods of market rotation led large and small value-style stocks to outperform their growth-style peers.

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.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    3

INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that 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 focuses 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.

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.

4    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

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, including public health crises (including the occurrence of a contagious disease or illness), 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 of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

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

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 WEALTH APPRECIATION STRATEGY    ^|    5

DISCLOSURES AND RISKS (continued)

fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

An Important Note About Historical Performance

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

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

6    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

HISTORICAL PERFORMANCE

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		27.93%		22.49%
5 Years		12.47%		11.50%
10 Years		7.60%		7.14%
CLASS C SHARES
1 Year		26.94%		25.94%
5 Years		11.64%		11.64%
10 Years		6.80%		6.80%
ADVISOR CLASS SHARES1
1 Year		28.26%		28.26%
5 Years		12.77%		12.77%
10 Years		7.88%		7.88%
CLASS R SHARES1
1 Year		27.34%		27.34%
5 Years		11.97%		11.97%
10 Years		7.14%		7.14%
CLASS K SHARES1
1 Year		27.78%		27.78%
5 Years		12.33%		12.33%
10 Years		7.48%		7.48%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.41%, 2.16%, 1.16%, 1.86% and 1.55% for Class A, Class C, Advisor Class, Class R and Class K 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%, 1.79%, 0.79%, 1.49% and 1.18% for Class A, Class C, Advisor Class, Class R and Class K shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    7

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		47.60%
5 Years		10.84%
10 Years		7.50%
CLASS C SHARES
1 Year		52.01%
5 Years		10.97%
10 Years		7.17%
ADVISOR CLASS SHARES1
1 Year		54.51%
5 Years		12.08%
10 Years		8.25%
CLASS R SHARES1
1 Year		53.45%
5 Years		11.29%
10 Years		7.51%
CLASS K SHARES1
1 Year		53.84%
5 Years		11.65%
10 Years		7.85%

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

8    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    9

EXPENSE EXAMPLE (continued)

	Beginning Account Value September 1, 2020		Ending Account Value February 28, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,135.30	$	3.39		0.64	%	$	5.45		1.03	%
Hypothetical**	$	1,000	$	1,021.62	$	3.21		0.64	%	$	5.16		1.03	%
Class C
Actual	$	1,000	$	1,131.00	$	7.34		1.39	%	$	9.41		1.78	%
Hypothetical**	$	1,000	$	1,017.90	$	6.95		1.39	%	$	8.90		1.78	%
Advisor Class
Actual	$	1,000	$	1,137.10	$	2.07		0.39	%	$	4.13		0.78	%
Hypothetical**	$	1,000	$	1,022.86	$	1.96		0.39	%	$	3.91		0.78	%
Class R
Actual	$	1,000	$	1,132.80	$	5.82		1.10	%	$	7.88		1.49	%
Hypothetical**	$	1,000	$	1,019.34	$	5.51		1.10	%	$	7.45		1.49	%
Class K
Actual	$	1,000	$	1,135.10	$	4.18		0.79	%	$	6.25		1.18	%
Hypothetical**	$	1,000	$	1,020.88	$	3.96		0.79	%	$	5.91		1.18	%

* 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).

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PORTFOLIO SUMMARY

February 28, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,313.4

1 All data are as of February 28, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). Sectors shown include investments of Underlying Portfolios.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    11

PORTFOLIO OF INVESTMENTS

February 28, 2021 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 51.1%
Information Technology – 14.0%
Electronic Equipment, Instruments & Components – 0.5%
CDW Corp./DE		42,448	$	6,659,667
IT Services – 3.2%
Automatic Data Processing, Inc.		35,072		6,103,229
Booz Allen Hamilton Holding Corp.		39,768		3,067,704
Genpact Ltd.		159,645		6,456,044
PayPal Holdings, Inc.(a)		30,090		7,818,887
Visa, Inc. – Class A		88,724		18,844,090
				42,289,954
Semiconductors & Semiconductor Equipment – 3.0%
NVIDIA Corp.		12,868		7,059,128
NXP Semiconductors NV		48,293		8,815,887
QUALCOMM, Inc.		74,673		10,169,716
Texas Instruments, Inc.		51,986		8,955,628
Xilinx, Inc.		37,617		4,901,495
				39,901,854
Software – 4.9%
Adobe, Inc.(a)		10,865		4,994,314
Citrix Systems, Inc.		41,043		5,482,524
Microsoft Corp.		201,488		46,821,781
Oracle Corp.		105,913		6,832,448
				64,131,067
Technology Hardware, Storage & Peripherals – 2.4%
Apple, Inc.		225,726		27,371,535
Western Digital Corp.		59,238		4,059,580
				31,431,115
				184,413,657
Consumer Discretionary – 6.9%
Auto Components – 0.6%
Magna International, Inc. – Class A (United States)		91,666		7,718,277
Automobiles – 0.3%
Stellantis NV(b)		231,208		3,787,187
Distributors – 0.3%
LKQ Corp.(a)		115,109		4,534,144
Diversified Consumer Services – 0.2%
Chegg, Inc.(a)		31,480		3,038,764
Internet & Direct Marketing Retail – 1.8%
Amazon.com, Inc.(a)		7,416		22,937,169

12    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Specialty Retail – 2.4%
AutoZone, Inc.(a)		7,056	$	8,184,396
Home Depot, Inc. (The)		57,665		14,897,176
TJX Cos., Inc. (The)		131,659		8,688,177
				31,769,749
Textiles, Apparel & Luxury Goods – 1.3%
Deckers Outdoor Corp.(a)		18,123		5,910,091
NIKE, Inc. – Class B		80,888		10,902,085
				16,812,176
				90,597,466
Health Care – 6.8%
Biotechnology – 0.8%
Regeneron Pharmaceuticals, Inc.(a)		7,169		3,230,136
Vertex Pharmaceuticals, Inc.(a)		35,150		7,471,133
				10,701,269
Health Care Equipment & Supplies – 1.9%
Edwards Lifesciences Corp.(a)		79,957		6,644,427
Medtronic PLC		118,256		13,832,404
Zimmer Biomet Holdings, Inc.		32,772		5,343,802
				25,820,633
Health Care Providers & Services – 2.2%
Anthem, Inc.		29,139		8,834,653
UnitedHealth Group, Inc.		59,689		19,829,880
				28,664,533
Pharmaceuticals – 1.9%
Johnson & Johnson		33,424		5,296,367
Roche Holding AG (Sponsored ADR)		288,006		11,837,047
Zoetis, Inc.		49,547	��	7,691,676
				24,825,090
				90,011,525
Communication Services – 6.4%
Diversified Telecommunication Services – 1.1%
Comcast Corp. – Class A		264,768		13,958,569
Entertainment – 0.7%
Electronic Arts, Inc.		65,119		8,723,993
Interactive Media & Services – 4.2%
Alphabet, Inc. – Class C(a)		17,837		36,331,472
Facebook, Inc. – Class A(a)		72,749		18,741,597
				55,073,069
Wireless Telecommunication Services – 0.4%
T-Mobile US, Inc.(a)		49,586		5,948,832
				83,704,463

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Financials – 5.7%
Banks – 2.9%
Bank of America Corp.		427,660	$	14,844,079
Citigroup, Inc.		125,554		8,271,497
PNC Financial Services Group, Inc. (The)		33,804		5,691,241
Wells Fargo & Co.		267,610		9,679,454
				38,486,271
Capital Markets – 2.0%
CME Group, Inc. – Class A		34,322		6,854,103
Goldman Sachs Group, Inc. (The)		41,689		13,318,802
LPL Financial Holdings, Inc.		47,120		6,198,165
				26,371,070
Insurance – 0.8%
Progressive Corp. (The)		58,130		4,996,274
Reinsurance Group of America, Inc. – Class A		41,315		5,049,932
				10,046,206
				74,903,547
Industrials – 4.7%
Aerospace & Defense – 0.6%
L3Harris Technologies, Inc.		40,144		7,302,595
Airlines – 0.5%
Southwest Airlines Co.		105,400		6,126,902
Construction & Engineering – 0.6%
AECOM(a)		131,609		7,618,845
Electrical Equipment – 0.6%
Eaton Corp. PLC		65,570		8,536,558
Industrial Conglomerates – 0.3%
Honeywell International, Inc.		19,346		3,914,663
Professional Services – 0.4%
Robert Half International, Inc.		68,041		5,292,910
Road & Rail – 1.2%
CSX Corp.		105,140		9,625,567
Knight-Swift Transportation Holdings, Inc.		136,158		5,882,026
Norfolk Southern Corp.		1,393		351,119
				15,858,712
Trading Companies & Distributors – 0.5%
United Rentals, Inc.(a)		22,753		6,766,287
				61,417,472
Consumer Staples – 2.2%
Food & Staples Retailing – 1.1%
Costco Wholesale Corp.		9,953		3,294,443
Walmart, Inc.		82,344		10,698,133
				13,992,576

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Household Products – 1.1%
Procter & Gamble Co. (The)		117,863	$	14,559,616
				28,552,192
Real Estate – 1.4%
Equity Real Estate Investment Trusts (REITs) – 1.4%
American Campus Communities, Inc.		87,095		3,567,411
American Tower Corp.		17,275		3,733,646
Mid-America Apartment Communities, Inc.		53,567		7,217,082
Prologis, Inc.		39,779		3,940,905
				18,459,044
Utilities – 1.3%
Electric Utilities – 1.3%
American Electric Power Co., Inc.		100,484		7,521,228
NextEra Energy, Inc.		121,911		8,958,020
				16,479,248
Energy – 0.9%
Oil, Gas & Consumable Fuels – 0.9%
Chevron Corp.		59,208		5,920,800
EOG Resources, Inc.		89,941		5,806,591
				11,727,391
Materials – 0.8%
Chemicals – 0.8%
LyondellBasell Industries NV – Class A		53,201		5,484,491
Westlake Chemical Corp.		56,496		4,835,493
				10,319,984
Total Common Stocks (cost $455,414,184)				670,585,989
INVESTMENT COMPANIES – 48.6%
Funds and Investment Trusts – 48.6%(c)(d)
AB Discovery Growth Fund, Inc. – Class Z		2,702,545		43,565,026
AB Trust – AB Discovery Value Fund – Class Z		1,838,753		42,401,649
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		6,537,875		80,285,108
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		30,821,563		404,070,686
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		2,126,837		31,051,821
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		1,078,086		37,010,682
Total Investment Companies (cost $576,585,650)				638,384,972

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.3%
Investment Companies – 0.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(c)(d)(e) (cost $4,628,708)		4,628,708	$	4,628,708
Total Investments Before Security Lending Collateral for Securities Loaned – 100.0% (cost $1,036,628,542)				1,313,599,669
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.0%
Investment Companies – 0.0%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(c)(d)(e) (cost $76,665)		76,665		76,665
Total Investments – 100.0% (cost $1,036,705,207)				1,313,676,334
Other assets less liabilities – 0.0%				(321,485	)
Net Assets – 100.0%			$	1,313,354,849

(a) Non-income producing security.

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

(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) Affiliated investments.

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

Glossary:

ADR – American Depositary Receipt

REIT – Real Estate Investment Trust

See notes to financial statements.

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STATEMENT OF ASSETS & LIABILITIES

February 28, 2021 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $455,414,184)	$	670,585,989	(a)
Affiliated issuers (cost $581,291,023—including investment of cash collateral for securities loaned of $76,665)		643,090,345
Foreign currencies, at value (cost $234,802)		252,558
Receivable for investment securities sold		2,285,832
Unaffiliated dividends receivable		741,598
Receivable for shares of beneficial interest sold		277,911
Affiliated dividends receivable		31
Other assets		18,691
Total assets		1,317,252,955
Liabilities
Payable for shares of beneficial interest redeemed		1,848,716
Payable for investment securities purchased		1,268,635
Advisory fee payable		309,851
Distribution fee payable		89,019
Transfer Agent fee payable		77,329
Payable for collateral received on securities loaned		76,665
Administrative fee payable		28,230
Trustees’ fees payable		8,143
Accrued expenses		191,518
Total liabilities		3,898,106
Net Assets	$	1,313,354,849
Composition of Net Assets
Shares of beneficial interest, at par	$	682
Additional paid-in capital		1,007,462,554
Distributable earnings		305,891,613
	$	1,313,354,849

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	380,448,698		19,700,384	$	19.31	*
C	$	15,058,889		774,520	$	19.44
Advisor	$	906,336,761		47,085,043	$	19.25
R	$	2,034,793		105,808	$	19.23
K	$	9,475,708		493,818	$	19.19

(a) Includes securities on loan with a value of $74,971 (see Note E).

* The maximum offering price per share for Class A shares was $20.17 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    17

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2021 (unaudited)

Investment Income
Dividends
Affiliated issuers	$	6,547,759
Unaffiliated issuers (net of foreign taxes withheld of $12,577)		4,560,149
Securities lending income		5,279		$	11,113,187
Expenses
Advisory fee (see Note B)		4,123,154
Distribution fee—Class A		454,814
Distribution fee—Class C		75,895
Distribution fee—Class R		4,881
Distribution fee—Class K		11,172
Transfer agency—Class A		90,771
Transfer agency—Class C		4,277
Transfer agency—Advisor Class		219,228
Transfer agency—Class R		2,538
Transfer agency—Class K		8,937
Custody and accounting		85,607
Registration fees		49,156
Printing		42,649
Administrative		36,219
Audit and tax		28,307
Legal		23,401
Trustees’ fees		17,627
Miscellaneous		23,540
Total expenses		5,302,173
Less: expenses waived and reimbursed by the Adviser (see Note B)		(2,294,721	)
Net expenses					3,007,452
Net investment income					8,105,735
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Affiliated Underlying Portfolios					1,770,512
Investment transactions					33,631,662
Foreign currency transactions					157
Net realized gain distributions from Affiliated Underlying Portfolios					5,021,276
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					85,425,042
Investments					30,726,085
Foreign currency denominated assets and liabilities					(987	)
Net gain on investment and foreign currency transactions					156,573,747
Net Increase in Net Assets from Operations				$	164,679,482

See notes to financial statements.

18    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Increase in Net Assets from Operations
Net investment income	$	8,105,735		$	16,489,808
Net realized gain on investment and foreign currency transactions		35,402,331			15,785,520
Net realized gain distributions from Affiliated Underlying Portfolios		5,021,276			2,855,551
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		116,150,140			110,804,247
Net increase in net assets from operations		164,679,482			145,935,126
Distributions to Shareholders
Class A		(10,398,366	)		(14,132,922	)
Class C		(287,019	)		(647,878	)
Advisor Class		(27,251,883	)		(36,481,767	)
Class R		(49,181	)		(59,482	)
Class K		(244,459	)		(393,909	)
Class I		– 0	–		(17,215	)
Transactions in Shares of Beneficial Interest
Net decrease		(60,279,407	)		(107,267,390	)
Total increase (decrease)		66,169,167			(13,065,437	)
Net Assets
Beginning of period		1,247,185,682			1,260,251,119
End of period	$	1,313,354,849		$	1,247,185,682

See notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

February 28, 2021 (unaudited)

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R and Class K shares. Class B, Class I and Class T shares have been authorized but currently are not offered. Effective August 2, 2019, sales of Class B shares were suspended. On November 7, 2019, all remaining outstanding Class B shares of the Fund were converted to Class A shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

20    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    21

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

670,585,989

$

– 0

–

$

– 0

–

$

670,585,989

Investment Companies

638,384,972

– 0

–

– 0

–

638,384,972

Short-Term Investments

4,628,708

– 0

–

– 0

–

4,628,708

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

76,665

– 0

–

– 0

–

76,665

Total Investments in Securities

1,313,676,334

– 0

–

– 0

–

1,313,676,334

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

1,313,676,334

$

– 0

–

$

– 0

–

$

1,313,676,334

(a) See Portfolio of Investments for sector classifications.

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and

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NOTES TO FINANCIAL STATEMENTS (continued)

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. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are

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NOTES TO FINANCIAL STATEMENTS (continued)

determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended February 28, 2021, the reimbursement for such services amounted to $36,219.

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 $130,509 for the six months ended February 28, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,972 from the sale of Class A shares and received $265 and $306 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. 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, 2021, such waiver amounted to $1,493.

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NOTES TO FINANCIAL STATEMENTS (continued)

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, 2021. For the six months ended February 28, 2021, such waivers and/or reimbursements amounted to $2,293,228.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2021 is as follows:

																			Distributions
Fund	Market Value 8/31/20 (000)			Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 2/28/21 (000)			Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	2,995		$	80,131		$	78,497		$	– 0	–	$	– 0	–	$	4,629		$	1		$	– 0	–
AB Discovery Growth Fund, Inc.		35,906			7,422			4,640			1,301			3,576			43,565			135			5,021
AB Trust—AB Discovery Value Fund		28,050			5,587			4,442			(396	)		13,602			42,401			332			– 0	–
Bernstein Fund, Inc.:
International Small Cap Portfolio		73,856			938			6,249			(206	)		11,946			80,285			938			– 0	–
International Strategic Equities Portfolio		243,778			145,738	†		22,079			1,319			35,314			404,070			3,382			– 0	–
Small Cap Core Portfolio		34,552			153			12,355			(602	)		9,304			31,052			153			– 0	–
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		33,805			765			5,670			432			7,679			37,011			765			– 0	–
International Portfolio		137,262			842			142,031	†		(77	)		4,004			– 0	–		842			– 0	–
Government Money Market Portfolio*		– 0	–		77			– 0	–		– 0	–		– 0	–		77			– 0	–		– 0	–
Total										$	1,771		$	85,425		$	643,090		$	6,548		$	5,021

^†   Includes $140,239,507 of purchases / sales resulting from the merger of the International Portfolio into the International Strategic Equities Portfolio, which took place on December 4, 2020.

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

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NOTES TO FINANCIAL STATEMENTS (continued)

Brokerage commissions paid on investment transactions for the six months ended February 28, 2021 amounted to $41,439, of which $1,947 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to 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

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NOTES TO FINANCIAL STATEMENTS (continued)

and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2021 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	133,408,703		$	216,498,845
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	$	286,104,743
Gross unrealized depreciation		(9,133,616	)
Net unrealized appreciation	$	276,971,127

1. Derivative Financial Instruments

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

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NOTES TO FINANCIAL STATEMENTS (continued)

The Fund did not engage in derivatives transactions for the six months ended February 28, 2021.

2. Currency Transactions

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

NOTE E

Securities Lending

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

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NOTES TO FINANCIAL STATEMENTS (continued)

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

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2021 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	74,971	$	76,665	$	– 0 –	$	5,279	$	– 0 –	$	– 0 –

* As of February 28, 2021.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

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

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class A
Shares sold		145,520			532,296		$	2,668,045		$	8,669,759
Shares issued in reinvestment of dividends and distributions		534,095			783,909			9,747,243			13,310,783
Shares converted from Class B		– 0	–		232,717			– 0	–		3,978,652
Shares converted from Class C		140,742			305,044			2,486,575			4,860,832
Shares redeemed		(1,439,683	)		(3,273,492	)		(26,346,156	)		(51,978,107	)
Net decrease		(619,326	)		(1,419,526	)	$	(11,444,293	)	$	(21,158,081	)
Class B
Shares sold		– 0	–		809			– 0	–	$	13,784
Shares converted to Class A		– 0	–		(230,288	)		– 0	–		(3,978,652	)
Shares redeemed		– 0	–		(4,629	)		– 0	–		(77,453	)
Net decrease		– 0	–		(234,108	)	$	– 0	–	$	(4,042,321	)
Class C
Shares sold		11,738			55,363		$	215,094		$	869,409
Shares issued in reinvestment of dividends and distributions		14,813			34,958			272,558			597,439
Shares converted to Class A		(140,538	)		(304,314	)		(2,486,575	)		(4,860,832	)
Shares redeemed		(60,424	)		(299,721	)		(1,111,086	)		(4,744,056	)
Net decrease		(174,411	)		(513,714	)	$	(3,110,009	)	$	(8,138,040	)
Advisor Class
Shares sold		1,468,698			4,522,411		$	26,944,411		$	71,519,773
Shares issued in reinvestment of dividends and distributions		1,447,054			2,062,329			26,307,441			34,873,984
Shares redeemed		(5,338,007	)		(11,150,478	)		(98,653,389	)		(177,034,483	)
Net decrease		(2,422,255	)		(4,565,738	)	$	(45,401,537	)	$	(70,640,726	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020			Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31, 2020
Class R
Shares sold		3,902			13,003		$	70,897		$	197,780
Shares issued in reinvestment of dividends and distributions		2,704			3,512			49,180			59,482
Shares redeemed		(8,047	)		(49,896	)		(149,827	)		(836,228	)
Net decrease		(1,441	)		(33,381	)	$	(29,750	)	$	(578,966	)
Class K
Shares sold		33,004			59,458		$	614,350		$	957,846
Shares issued in reinvestment of dividends and distributions		13,476			23,350			244,457			393,907
Shares redeemed		(63,212	)		(239,301	)		(1,152,625	)		(3,728,898	)
Net decrease		(16,732	)		(156,493	)	$	(293,818	)	$	(2,377,145	)
Class I
Shares sold		– 0	–		1,463		$	– 0	–	$	23,635
Shares issued in reinvestment of dividends and distributions		– 0	–		1,017			– 0	–		17,215
Shares redeemed		– 0	–		(26,306	)		– 0	–		(372,961	)
Net decrease		– 0	–		(23,826	)	$	– 0	–	$	(332,111	)

NOTE G

Risks Involved in Investing in the Fund

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, including public health crises (including the occurrence of a contagious disease or illness), 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-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

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

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

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

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

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to

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NOTES TO FINANCIAL STATEMENTS (continued)

include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2021.

34    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2021 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	16,856,078	$	15,021,652
Net long-term capital gains		34,877,095		28,183,325
Total taxable distributions	$	51,733,173	$	43,204,977

As of August 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,705,861
Undistributed capital gains		17,710,014
Unrealized appreciation/(depreciation)		158,027,164	(a)
Total accumulated earnings/(deficit)	$	179,443,039

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Fund did not have any capital loss carryforwards.

NOTE J

Subsequent Events

As of February 28, 2021, Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of their original purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares after eight years instead of ten years.

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    35

FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  17.50			$  16.11			$  16.99			$  16.27			$  15.06			$  14.64
Income From Investment Operations
Net investment income(a)(b)		.10			.19			.21			.17			.48			.26
Net realized and unrealized gain (loss) on investment transactions		2.24			1.86			(.58	)		1.77			1.58			.39
Net increase (decrease) in net asset value from operations		2.34			2.05			(.37	)		1.94			2.06			.65
Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.20	)		(.16	)		(.43	)		(.48	)		(.23	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–
Total dividends and distributions		(.53	)		(.66	)		(.51	)		(1.22	)		(.85	)		(.23	)
Net asset value, end of period		$  19.31			$  17.50			$  16.11			$  16.99			$  16.27			$  15.06
Total Return
Total investment return based on net asset value(c)*		13.53	%		12.85	%		(1.78	)%		12.21	%		14.35	%		4.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$380,449			$355,496			$350,232			$393,100			$386,168			$354,972
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.64	%^		.64	%		.64	%		.64	%		.85	%		.89	%
Expenses, before waivers/reimbursements(d)‡		1.00	%^		1.01	%		1.01	%		1.01	%		1.01	%		1.01	%
Net investment income(b)		1.11	%^		1.20	%		1.34	%		1.02	%		3.14	%		1.78	%
Portfolio turnover rate		11	%		18	%		20	%		22	%		111	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.40	%		.40	%		.34	%		.41	%

See footnote summary on page 41.

36    ^|    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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  17.52			$  16.10			$  16.91			$  16.15			$  14.95			$  14.51
Income From Investment Operations
Net investment income(a)(b)		.03			.08			.10			.06			.36			.15
Net realized and unrealized gain (loss) on investment transactions		2.25			1.84			(.56	)		1.73			1.57			.40
Net increase (decrease) in net asset value from operations		2.28			1.92			(.46	)		1.79			1.93			.55
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.04	)		(.00	)(e)		(.24	)		(.36	)		(.11	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–
Total dividends and distributions		(.36	)		(.50	)		(.35	)		(1.03	)		(.73	)		(.11	)
Net asset value, end of period		$  19.44			$  17.52			$  16.10			$  16.91			$  16.15			$  14.95
Total Return
Total investment return based on net asset value(c)*		13.10	%		11.98	%		(2.46	)%		11.31	%		13.45	%		3.81	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,059			$16,621			$23,546			$38,133			$55,532			$97,091
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.39	%^		1.39	%		1.40	%		1.39	%		1.62	%		1.64	%
Expenses, before waivers/reimbursements(d)‡		1.75	%^		1.76	%		1.76	%		1.77	%		1.76	%		1.76	%
Net investment income(b)		.34	%^		.50	%		.64	%		.34	%		2.38	%		1.06	%
Portfolio turnover rate		11	%		18	%		20	%		22	%		111	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.40	%		.40	%		.34	%		.41	%

See footnote summary on page 41.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    37

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  17.46			$  16.08			$  16.96			$  16.25			$  15.04			$  14.62
Income From Investment Operations
Net investment income(a)(b)		.12			.23			.25			.21			.52			.29
Net realized and unrealized gain (loss) on investment transactions		2.24			1.85			(.57	)		1.76			1.58			.40
Net increase (decrease) in net asset value from operations		2.36			2.08			(.32	)		1.97			2.10			.69
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.24	)		(.21	)		(.47	)		(.52	)		(.27	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–
Total dividends and distributions		(.57	)		(.70	)		(.56	)		(1.26	)		(.89	)		(.27	)
Net asset value, end of period		$  19.25			$  17.46			$  16.08			$  16.96			$  16.25			$  15.04
Total Return
Total investment return based on net asset value(c)*		13.71	%		13.08	%		(1.49	)%		12.44	%		14.66	%		4.82	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$906,336			$864,334			$869,353			$931,834			$857,397			$861,450
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.39	%^		.39	%		.39	%		.39	%		.60	%		.64	%
Expenses, before waivers/reimbursements(d)‡		.75	%^		.76	%		.76	%		.76	%		.76	%		.76	%
Net investment income(b)		1.37	%^		1.44	%		1.58	%		1.26	%		3.39	%		2.00	%
Portfolio turnover rate		11	%		18	%		20	%		22	%		111	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.40	%		.40	%		.34	%		.41	%

See footnote summary on page 41.

38    ^|    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, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  17.40			$  15.99			$  16.84			$  16.14			$  14.94			$  14.51
Income From Investment Operations
Net investment income(a)(b)		.06			.11			.15			.10			.41			.21
Net realized and unrealized gain (loss) on investment transactions		2.23			1.84			(.57	)		1.73			1.57			.37
Net increase (decrease) in net asset value from operations		2.29			1.95			(.42	)		1.83			1.98			.58
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.08	)		(.08	)		(.34	)		(.41	)		(.15	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–
Total dividends and distributions		(.46	)		(.54	)		(.43	)		(1.13	)		(.78	)		(.15	)
Net asset value, end of period		$  19.23			$  17.40			$  15.99			$  16.84			$  16.14			$  14.94
Total Return
Total investment return based on net asset value(c)*		13.28	%		12.31	%		(2.17	)%		11.62	%		13.88	%		4.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,035			$1,866			$2,248			$2,898			$3,308			$3,360
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		1.10	%^		1.09	%		1.10	%		1.09	%		1.30	%		1.33	%
Expenses, before waivers/reimbursements(d)‡		1.46	%^		1.46	%		1.46	%		1.47	%		1.46	%		1.45	%
Net investment income(b)		.66	%^		.69	%		.93	%		.59	%		2.67	%		1.46	%
Portfolio turnover rate		11	%		18	%		20	%		22	%		111	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.40	%		.40	%		.34	%		.41	%

See footnote summary on page 41.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Six Months Ended February 28, 2021 (unaudited)			Year Ended August 31,
				2020			2019			2018			2017			2016
Net asset value, beginning of period		$  17.37			$  16.00			$  16.87			$  16.17			$  14.97			$  14.54
Income From Investment Operations
Net investment income(a)(b)		.09			.17			.19			.15			.48			.22
Net realized and unrealized gain (loss) on investment transactions		2.23			1.83			(.57	)		1.75			1.55			.42
Net increase (decrease) in net asset value from operations		2.32			2.00			(.38	)		1.90			2.03			.64
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.17	)		(.14	)		(.41	)		(.46	)		(.21	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)		– 0	–
Total dividends and distributions		(.50	)		(.63	)		(.49	)		(1.20	)		(.83	)		(.21	)
Net asset value, end of period		$  19.19			$  17.37			$  16.00			$  16.87			$  16.17			$  14.97
Total Return
Total investment return based on net asset value(c)*		13.51	%		12.63	%		(1.90	)%		12.01	%		14.22	%		4.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,476			$8,869			$10,672			$11,729			$12,527			$16,346
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)‡		.79	%^		.78	%		.79	%		.78	%		.99	%		1.01	%
Expenses, before waivers/reimbursements(d)‡		1.15	%^		1.15	%		1.15	%		1.16	%		1.14	%		1.12	%
Net investment income(b)		.96	%^		1.08	%		1.19	%		.92	%		3.18	%		1.57	%
Portfolio turnover rate		11	%		18	%		20	%		22	%		111	%		9	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.39	%^		.40	%		.40	%		.40	%		.34	%		.41	%

See footnote summary on page 41.

40    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

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

(d) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended February 28, 2021 and the years ended August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .36% (annualized), .37%, .36%, .37% and .16%, respectively.

(e) Amount is less than $.005.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .05% and .05%, respectively.

^ Annualized.

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    41

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Onur Erzan*, President and Chief Executive Officer	Nancy P. Jacklin(1) Jeanette W. Loeb(1) Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Ding Liu(2), Vice President Nelson Yu(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer	Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

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

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

2 The day-to-day management of, and investment decisions for, the Fund’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 Fund’s portfolio.

* Mr. Robert M. Keith retired as President, Chief Executive Officer and a Director of the Fund as of March 31, 2021. Mr. Onur Erzan, Senior Vice President and Head of the Global Client Group of the Adviser, has been elected President, Chief Executive Officer and a Director of the Fund, effective April 1, 2021.

42    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

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

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    43

and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

44    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    45

investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant 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 2018 and 2019 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.

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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, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2020 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 utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    47

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

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

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment

48    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    49

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

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

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

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NOTES

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    51

NOTES

52    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

AB WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

WA-0152-0221                

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. INVESTMENTS.

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

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

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

Not applicable to the registrant.

ITEM 13. EXHIBITS.

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

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

(Registrant): The AB Portfolios

By:	/s/ Onur Erzan
	Onur Erzan
	President
Date:	April 26, 2021

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

By:	/s/ Onur Erzan
	Onur Erzan
	President
Date:	April 26, 2021
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	April 26, 2021