Ab Cap Fund NCSRS 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: 811-01716

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: July 31, 2017

Date of reporting period: January 31, 2017

ITEM 1. REPORTS TO STOCKHOLDERS.

JAN^01.31.17

LOGO

SEMI-ANNUAL REPORT

AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

AB MULTI-MANAGER SELECT 2010 FUND

AB MULTI-MANAGER SELECT 2015 FUND

AB MULTI-MANAGER SELECT 2020 FUND

AB MULTI-MANAGER SELECT 2025 FUND

AB MULTI-MANAGER SELECT 2030 FUND

AB MULTI-MANAGER SELECT 2035 FUND

AB MULTI-MANAGER SELECT 2040 FUND

AB MULTI-MANAGER SELECT 2045 FUND

AB MULTI-MANAGER SELECT 2050 FUND

AB MULTI-MANAGER SELECT 2055 FUND

LOGO

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

March 13, 2017

Semi-Annual Report

This report provides management’s discussion of the performance for AB Multi-Manager Select Retirement Funds (collectively the “Funds”; individually a “Fund”) for the semi-annual reporting period ended January 31, 2017.

Investment Objectives and Policies

Each Fund’s investment objective is to seek the highest total return (total return includes capital appreciation and income) over time consistent with its asset mix.

In seeking to achieve their investment objective, the Funds focus their investments while seeking to minimize short-term risks on a combination of AB mutual funds as well as mutual funds and exchange-traded funds (“ETFs”) managed by unaffiliated third parties (“Underlying Portfolios”) representing a variety of asset classes and investment styles. Each Fund invests in the Underlying Portfolios in accordance with its current asset mix. In order to implement the Funds’ investment strategies, Morningstar Investment Management LLC (“Morningstar”), the Funds’ sub-adviser, during the reporting period selected Underlying Portfolios within each asset class for investment by the Funds from among AB mutual funds and funds offered by other fund complexes that have entered into a participation agreement or similar arrangement with the Fund.

AllianceBernstein L.P. (the “Adviser”) has directed Morningstar to typically select Underlying Portfolios so that a target of 33%, but no more than 40%, of each Fund is invested in AB mutual funds.

Other than the AB Multi-Manager Select Retirement Allocation Fund, each Fund is managed to the specific year of planned retirement included in its name (the “retirement date”). Each Fund’s asset mix becomes more conservative, with an increasing exposure to investments in fixed-income securities and short-term bonds, each year until reaching the year approximately 15 years after the retirement date. At that time, the Fund will no longer be managed to become more conservative each year, although the Adviser may continue to vary the relative weightings of the Fund’s asset classes as described fully in the prospectus. The AB Multi-Manager Select Retirement Allocation Fund is managed according to a conservative asset allocation, and such Fund’s portfolio allocation will not necessarily become more conservative over time.

The Funds allocate their investments in Underlying Portfolios that invest in the following asset classes: equities, equity diversifiers, inflation sensitive instruments, fixed-income diversifiers and fixed-income securities (including high-yield bonds or “junk bonds”). For these purposes, inflation sensitive


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			1

instruments include funds focused on real estate securities, commodities and inflation-protected securities; fixed-income diversifiers include funds engaged in certain alternative strategies that seek reduced volatility and low correlation with fixed-income markets such as market neutral funds; and equity diversifiers include funds engaged in certain alternative strategies that seek reduced volatility and limited correlation with equity markets such as equity long/short funds. The Funds may also invest directly in investments within each asset class. The Underlying Portfolios may enter into derivatives transactions, such as options, futures contracts, forwards and swaps, in an effort to earn income, to gain or adjust exposure to individual securities or markets, or to protect all or a portion of the Underlying Portfolios’ portfolio from a decline in value.

In making asset allocation decisions, the Adviser uses its proprietary dynamic asset allocation process (“DAA”). 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 will aim to adjust the Funds’ investment exposure in changing market conditions and thereby reduce overall portfolio volatility by seeking to mitigate the effects of market fluctuations, while preserving consistent long-term return potential. For example, the Adviser may seek to reduce a 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. The Adviser expects to pursue this process for the Funds primarily by adjusting an Underlying Portfolio’s investments.

Investment Results

The tables on pages 8-18 provide performance data for the Funds and their benchmarks, the Standard & Poor’s (“S&P”) Target Date Index Series, for the six- and 12-month periods ended January 31, 2017.

The benchmarks are as follows: Retirement Allocation Fund, the S&P Target Date Retirement Income Index-GDR; Select 2010 Fund, the S&P Target Date 2010 Index-GDR; Select 2015 Fund, the S&P Target Date 2015 Index-GDR; Select 2020 Fund, the S&P Target Date 2020 Index-GDR; Select 2025 Fund, the S&P Target Date 2025 Index-GDR; Select 2030 Fund, the S&P Target Date 2030 Index-GDR; Select 2035 Fund, the S&P Target Date 2035 Index-GDR; Select 2040 Fund, the S&P Target Date 2040 Index-GDR; Select 2045 Fund, the S&P Target Date 2045 Index-GDR; Select 2050 Fund, the S&P Target Date 2050 Index-GDR; Select 2055 Fund, the S&P Target Date 2055+ Index-GDR. Additional performance for the Funds may be found on pages 19-40.


2		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

For the six-month period, the Class A shares of all vintages except the 2055 vintage outperformed their respective benchmarks, although certain share classes of the Retirement Allocation, 2010-2025 and 2050 vintages underperformed, before sales charges.

Relative to the S&P Target Date indices, strategic asset allocation detracted across all vintages, with lower allocation in US small/mid-caps, higher allocation in real assets and defensive equities detracting most from performance, which more than offset the contribution from a lower allocation in core bonds and short duration bonds. Underlying fund selection was also positive. Notable contributors included Templeton Global Bond Fund (high income bonds) and AQR Long/Short Equity Fund (equity diversifier). Detractors included MFS Value Fund (equities) and AQR International Defensive Style Fund (defensive equities). Tactical asset allocation, employed through the Adviser’s DAA process, contributed to performance. During the period, DAA on average overweighted US small/mid-caps and emerging equities, while underweighting US large-caps and core bonds. Within the period, DAA also moved from underweight in international equities to overweight. The main contributors to DAA performance during the period were overweights in US small/mid-caps, emerging equities and an underweight in core bonds.

For the 12-month period, the Class A shares of all vintages except the 2045-2055 vintages outperformed their respective benchmarks, although certain share classes of each vintage underperformed, before sales charges.

Relative to the S&P Target Date indices, strategic asset allocation detracted on average, with a lower allocation in US small/mid-caps and higher allocation in equity diversifiers detracting most from performance, offsetting the contribution from a lower allocation in core bonds and short duration bonds. Underlying fund selection also contributed to performance. Notable contributors included AQR Long/Short Equity Fund (equity diversifier) and AQR Risk-Balanced Commodities Fund (inflation sensitive). Detractors included AB Growth & Income Fund (equities) and MFS Value Fund (equities). Tactical asset allocation detracted from performance. During the period, DAA on average overweighted emerging equities, high income and US small/mid-caps, while underweighting US and international large-caps, commodities and core bonds. DAA detracted from performance during market rallies in the first half of the 12-month period mostly due to underweights in US and international large-caps, offsetting positive contribution during the second half of the 12-month period. Overweights in emerging equities and US small/mid-caps contributed most within the entire period.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			3

The Funds did not directly utilize derivatives during either period.

Market Review and Investment Strategy

In fixed-income markets, global bonds decreased in absolute terms. The US 10-year Treasury yield rose a full percentage point (with a jump of over 0.40% after Donald Trump’s US presidential election win) to end the period at 2.45%. The weak performance of developed-market treasuries generally lagged negative returns from investment-grade credit securities and emerging-market local-currency government bonds, all of which trailed the rally in global high yield. Yields at the long end of the curve rose across the board in developing countries, while short maturities generally fell outside of the US.

The period was dominated by President Trump’s unexpected win. Investors speculated over potential policy changes with important implications for economic growth, trade and inflation. However, by the end of January, a newly announced US travel ban weighed on sentiment as investors sought to digest the potential economic impact on earnings growth in the consumer discretionary and technology sectors.

Central bank positioning swayed markets as well. The European Central Bank caught markets off guard in early December with its plans to reduce the monthly pace of its asset purchase program, though investors welcomed its “sustained presence” in euro-area markets. The US Federal Reserve, on the other hand, increased official rates as expected, while adopting a hawkish tone with respect to uncertainty surrounding how the Trump administration’s protectionist campaign rhetoric would be reflected in its policies.


4		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

DISCLOSURES AND RISKS

Benchmark Disclosure

The S&P Target Date Index Series Indices are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P Target Date Index Series (each, an “Index”) reflects exposure to various asset classes included in target date funds driven by a survey of such funds for each particular target date. These asset class exposures include US large-cap, US mid-cap, US small-cap, international equities, emerging markets, US and international real estate investment trusts, core fixed-income, short-term treasuries, Treasury inflation-protected securities, high-yield corporate bonds and commodities and are represented by exchange-traded funds in the Index calculation. The original inception date for the Indices was September 25, 2008, except the S&P Target Date 2050 Index, which was May 31, 2011, and the S&P Target Date 2055+ Index, which was May 31, 2012. The Index returns are calculated on a daily basis and will continue to be calculated daily. The performance of the Index does not reflect the deduction of expenses associated with a fund or the ETFs included in the Index, such as investment management fees. Gross returns include the reinvestment of dividends prior to the deduction of non-US withholding tax. An investor cannot invest directly in an index and its results are not indicative of the performance for any specific investment, including the Funds.

A Word About Risk

Market Risk: The value of the Funds’ investments will fluctuate as the stock or bond market fluctuates. The value of their investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing may be underperforming the stock market generally.

Allocation Risk: The allocation of investments among the Underlying Portfolios’ different investment styles, such as equity or debt securities, or US or non-US securities, may have a more significant effect on a Fund’s net asset value (“NAV”) when one of these investments is performing more poorly than the other. There is no assurance that allocation decisions will result in the desired effects. Subjective decisions made by the Adviser and/or Morningstar may cause the Funds to incur losses or to miss profit opportunities on which they might otherwise have capitalized. The limited universe of Underlying Portfolios and the requirement that a specified percentage of the Funds’ assets be invested in AB mutual funds as noted above may adversely affect the Funds’ performance.

Interest Rate Risk: Changes in interest rates will affect the value of the Funds’ 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

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


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			5

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

offset by higher income from new investments. The Funds may be subject to a heightened risk of rising rates as the current period of historically low interest rates may be ending. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

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

Inflation Risk: This is the risk that the value of assets or income from the Funds’ investments in the Underlying Portfolios will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Underlying Portfolio’s assets can decline as can the value of that Underlying Portfolio’s distributions.

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

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

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

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

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6		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Leverage Risk: Borrowing money or other leverage may make an Underlying Portfolio’s investments more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of its investments. An Underlying Portfolio may create leverage through the use of certain portfolio management techniques such as reverse repurchase agreements or forward commitments, or by borrowing money.

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

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. In addition, shareholders of the Funds bear both their proportionate share of expenses in the Funds (including management fees) and, indirectly, the expenses of the investment companies.

Management Risk: The Funds are subject to management risk because they are actively managed investment funds. The Adviser and Morningstar will apply their investment techniques and risk analyses in making investment decisions for the Funds, but there is no guarantee that their techniques will produce the intended results.

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

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Funds have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Funds’ 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 different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			7

Disclosures and Risks

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select Retirement Allocation Fund
Class A		0.57%		7.14%

Class C		0.19%		6.27%

Advisor Class*		0.76%		7.42%

Class R*		0.58%		6.89%

Class K*		0.65%		7.17%

Class I*		0.75%		7.47%

Class Z*		0.80%		7.42%

S&P Target Date Retirement Income Index-GDR		0.29%		6.82%

* 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 Funds.

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

(Historical Performance continued on next page)


8		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2010 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2010 Fund
Class A		1.19%		9.33%

Class C		0.79%		8.41%

Advisor Class*		1.30%		9.52%

Class R*		1.08%		9.09%

Class K*		1.12%		9.23%

Class I*		1.37%		9.57%

Class Z*		1.39%		9.60%

S&P Target Date 2010 Index-GDR		1.06%		8.55%

* 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 Funds.

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			9

Historical Performance

AB MULTI-MANAGER SELECT 2015 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2015 Fund
Class A		1.85%		10.86%

Class C		1.44%		10.00%

Advisor Class*		1.98%		11.18%

Class R*		1.71%		10.56%

Class K*		1.79%		10.85%

Class I*		1.97%		11.25%

Class Z*		1.92%		11.08%

S&P Target Date 2015 Index-GDR		1.67%		10.15%

* 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 Funds.

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

(Historical Performance continued on next page)


10		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2020 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2020 Fund
Class A		2.33%		11.97%

Class C		1.99%		11.10%

Advisor Class*		2.48%		12.20%

Class R*		2.30%		11.69%

Class K*		2.39%		11.87%

Class I*		2.51%		12.20%

Class Z*		2.49%		12.18%

S&P Target Date 2020 Index-GDR		2.29%		11.62%

* 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 Funds.

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			11

Historical Performance

AB MULTI-MANAGER SELECT 2025 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2025 Fund
Class A		3.01%		13.07%

Class C		2.60%		12.23%

Advisor Class*		3.12%		13.37%

Class R*		2.86%		12.90%

Class K*		2.98%		13.10%

Class I*		3.19%		13.42%

Class Z*		3.18%		13.41%

S&P Target Date 2025 Index-GDR		2.86%		12.95%

* 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 Funds.

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

(Historical Performance continued on next page)


12		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2030 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2030 Fund
Class A		3.88%		14.57%

Class C		3.44%		13.70%

Advisor Class*		3.99%		14.87%

Class R*		3.65%		14.19%

Class K*		3.86%		14.64%

Class I*		3.99%		14.87%

Class Z*		4.04%		14.80%

S&P Target Date 2030 Index-GDR		3.38%		14.14%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			13

Historical Performance

AB MULTI-MANAGER SELECT 2035 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2035 Fund
Class A		4.57%		15.73%

Class C		4.03%		14.76%

Advisor Class*		4.58%		15.90%

Class R*		4.32%		15.35%

Class K*		4.50%		15.75%

Class I*		4.61%		15.95%

Class Z*		4.68%		16.03%

S&P Target Date 2035 Index-GDR		3.89%		15.27%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


14		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2040 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2040 Fund
Class A		4.77%		16.29%

Class C		4.41%		15.35%

Advisor Class*		4.91%		16.58%

Class R*		4.71%		16.00%

Class K*		4.81%		16.31%

Class I*		4.94%		16.53%

Class Z*		5.00%		16.60%

S&P Target Date 2040 Index-GDR		4.27%		16.10%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			15

Historical Performance

AB MULTI-MANAGER SELECT 2045 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2045 Fund
Class A		5.03%		16.54%

Class C		4.65%		15.74%

Advisor Class*		5.16%		16.80%

Class��R*		4.88%		16.28%

Class K*		5.14%		16.64%

Class I*		5.13%		16.85%

Class Z*		5.20%		16.93%

S&P Target Date 2045 Index-GDR		4.60%		16.80%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


16		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2050 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2050 Fund
Class A		5.17%		16.99%

Class C		4.72%		16.06%

Advisor Class*		5.35%		17.30%

Class R*		4.99%		16.64%

Class K*		5.21%		16.99%

Class I*		5.29%		17.15%

Class Z*		5.34%		17.21%

S&P Target Date 2050 Index-GDR		4.88%		17.38%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			17

Historical Performance

AB MULTI-MANAGER SELECT 2055 FUND

HISTORICAL PERFORMANCE

(continued from previous page)



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Multi-Manager Select 2055 Fund
Class A		5.04%		16.73%

Class C		4.70%		15.96%

Advisor Class*		5.26%		17.06%

Class R*		4.92%		16.49%

Class K*		5.16%		16.86%

Class I*		5.23%		17.03%

Class Z*		5.28%		17.08%

S&P Target Date 2055+ Index-GDR		5.12%		17.81%

* 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 Funds. 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.

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

(Historical Performance continued on next page)


18		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		7.14	%		2.64	%
Since Inception*		2.44	%		0.39	%

Class C Shares
1 Year		6.27	%		5.27	%
Since Inception*		1.61	%		1.61	%

Advisor Class Shares^†
1 Year		7.42	%		7.42	%
Since Inception*		2.67	%		2.67	%

Class R Shares^†
1 Year		6.89	%		6.89	%
Since Inception*		2.14	%		2.14	%

Class K Shares^†
1 Year		7.17	%		7.17	%
Since Inception*		2.42	%		2.42	%

Class I Shares^†
1 Year		7.47	%		7.47	%
Since Inception*		2.68	%		2.68	%

Class Z Shares^†
1 Year		7.42	%		7.42	%
Since Inception*		2.65	%		2.65	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 8.85%, 11.51%, 9.62%, 5.56%, 4.88%, 8.05% and 7.86% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.42%, 1.17%, 0.17%, 0.67%, 0.42%, 0.17% and 0.17% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			19

Historical Performance

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		0.39	%
Since Inception*		-0.11	%

Class C Shares
1 Year		3.07	%
Since Inception*		1.20	%

Advisor Class Shares^†
1 Year		5.03	%
Since Inception*		2.21	%

Class R Shares^†
1 Year		4.52	%
Since Inception*		1.69	%

Class K Shares^†
1 Year		4.79	%
Since Inception*		1.97	%

Class I Shares^†
1 Year		5.09	%
Since Inception*		2.24	%

Class Z Shares^†
1 Year		5.04	%
Since Inception*		2.21	%

Inception date: 12/15/2014.

^†

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

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

(Historical Performance continued on next page)


20		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2010 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		9.33	%		4.69	%
Since Inception*		3.31	%		1.24	%

Class C Shares
1 Year		8.41	%		7.41	%
Since Inception*		2.47	%		2.47	%

Advisor Class Shares^†
1 Year		9.52	%		9.52	%
Since Inception*		3.53	%		3.53	%

Class R Shares^†
1 Year		9.09	%		9.09	%
Since Inception*		3.06	%		3.06	%

Class K Shares^†
1 Year		9.23	%		9.23	%
Since Inception*		3.22	%		3.22	%

Class I Shares^†
1 Year		9.57	%		9.57	%
Since Inception*		3.54	%		3.54	%

Class Z Shares^†
1 Year		9.60	%		9.60	%
Since Inception*		3.55	%		3.55	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 4.62%, 6.03%, 4.11%, 4.14%, 3.39%, 11.01% and 6.84% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.40%, 1.15%, 0.15%, 0.65%, 0.40%, 0.15% and 0.15% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			21

Historical Performance

AB MULTI-MANAGER SELECT 2010 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		1.59	%
Since Inception*		0.68	%

Class C Shares
1 Year		4.41	%
Since Inception*		1.99	%

Advisor Class Shares^†
1 Year		6.41	%
Since Inception*		3.05	%

Class R Shares^†
1 Year		5.89	%
Since Inception*		2.54	%

Class K Shares^†
1 Year		6.14	%
Since Inception*		2.75	%

Class I Shares^†
1 Year		6.38	%
Since Inception*		3.03	%

Class Z Shares^†
1 Year		6.40	%
Since Inception*		3.05	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


22		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2015 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		10.86	%		6.11	%
Since Inception*		3.86	%		1.78	%

Class C Shares
1 Year		10.00	%		9.00	%
Since Inception*		3.07	%		3.07	%

Advisor Class Shares^†
1 Year		11.18	%		11.18	%
Since Inception*		4.14	%		4.14	%

Class R Shares^†
1 Year		10.56	%		10.56	%
Since Inception*		3.61	%		3.61	%

Class K Shares^†
1 Year		10.85	%		10.85	%
Since Inception*		3.87	%		3.87	%

Class I Shares^†
1 Year		11.25	%		11.25	%
Since Inception*		4.13	%		4.13	%

Class Z Shares^†
1 Year		11.08	%		11.08	%
Since Inception*		4.10	%		4.10	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.91%, 3.12%, 2.18%, 2.55%, 1.97%, 2.34% and 2.07% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.40%, 1.15%, 0.15%, 0.65%, 0.40%, 0.15% and 0.15% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			23

Historical Performance

AB MULTI-MANAGER SELECT 2015 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		2.34	%
Since Inception*		1.13	%

Class C Shares
1 Year		5.09	%
Since Inception*		2.47	%

Advisor Class Shares^†
1 Year		7.19	%
Since Inception*		3.54	%

Class R Shares^†
1 Year		6.67	%
Since Inception*		3.01	%

Class K Shares^†
1 Year		6.84	%
Since Inception*		3.28	%

Class I Shares^†
1 Year		7.12	%
Since Inception*		3.50	%

Class Z Shares^†
1 Year		7.18	%
Since Inception*		3.52	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


24		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2020 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		11.97	%		7.25	%
Since Inception*		4.30	%		2.21	%

Class C Shares
1 Year		11.10	%		10.10	%
Since Inception*		3.49	%		3.49	%

Advisor Class Shares^†
1 Year		12.20	%		12.20	%
Since Inception*		4.56	%		4.56	%

Class R Shares^†
1 Year		11.69	%		11.69	%
Since Inception*		4.05	%		4.05	%

Class K Shares^†
1 Year		11.87	%		11.87	%
Since Inception*		4.31	%		4.31	%

Class I Shares^†
1 Year		12.20	%		12.20	%
Since Inception*		4.54	%		4.54	%

Class Z Shares^†
1 Year		12.18	%		12.18	%
Since Inception*		4.52	%		4.52	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.62%, 2.43%, 1.30%, 1.97%, 1.65%, 1.41% and 1.58% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.44%, 1.19%, 0.19%, 0.69%, 0.44%, 0.19% and 0.19% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			25

Historical Performance

AB MULTI-MANAGER SELECT 2020 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		2.73	%
Since Inception*		1.54	%

Class C Shares
1 Year		5.48	%
Since Inception*		2.86	%

Advisor Class Shares^†
1 Year		7.57	%
Since Inception*		3.96	%

Class R Shares^†
1 Year		7.09	%
Since Inception*		3.42	%

Class K Shares^†
1 Year		7.27	%
Since Inception*		3.69	%

Class I Shares^†
1 Year		7.60	%
Since Inception*		3.93	%

Class Z Shares^†
1 Year		7.57	%
Since Inception*		3.91	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


26		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2025 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		13.07	%		8.29	%
Since Inception*		4.77	%		2.67	%

Class C Shares
1 Year		12.23	%		11.23	%
Since Inception*		4.04	%		4.04	%

Advisor Class Shares^†
1 Year		13.37	%		13.37	%
Since Inception*		5.08	%		5.08	%

Class R Shares^†
1 Year		12.90	%		12.90	%
Since Inception*		4.53	%		4.53	%

Class K Shares^†
1 Year		13.10	%		13.10	%
Since Inception*		4.82	%		4.82	%

Class I Shares^†
1 Year		13.42	%		13.42	%
Since Inception*		5.09	%		5.09	%

Class Z Shares^†
1 Year		13.41	%		13.41	%
Since Inception*		5.08	%		5.08	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.45%, 2.30%, 1.41%, 1.63%, 1.54%, 1.27% and 1.40% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.43%, 1.18%, 0.18%, 0.68%, 0.43%, 0.18% and 0.18% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			27

Historical Performance

AB MULTI-MANAGER SELECT 2025 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		3.02	%
Since Inception*		1.92	%

Class C Shares
1 Year		5.81	%
Since Inception*		3.33	%

Advisor Class Shares^†
1 Year		7.94	%
Since Inception*		4.36	%

Class R Shares^†
1 Year		7.35	%
Since Inception*		3.82	%

Class K Shares^†
1 Year		7.68	%
Since Inception*		4.12	%

Class I Shares^†
1 Year		7.89	%
Since Inception*		4.36	%

Class Z Shares^†
1 Year		7.87	%
Since Inception*		4.35	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


28		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2030 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		14.57	%		9.73	%
Since Inception*		5.62	%		3.50	%

Class C Shares
1 Year		13.70	%		12.70	%
Since Inception*		4.88	%		4.88	%

Advisor Class Shares^†
1 Year		14.87	%		14.87	%
Since Inception*		5.92	%		5.92	%

Class R Shares^†
1 Year		14.19	%		14.19	%
Since Inception*		5.35	%		5.35	%

Class K Shares^†
1 Year		14.64	%		14.64	%
Since Inception*		5.64	%		5.64	%

Class I Shares^†
1 Year		14.87	%		14.87	%
Since Inception*		5.88	%		5.88	%

Class Z Shares^†
1 Year		14.80	%		14.80	%
Since Inception*		5.90	%		5.90	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.59%, 2.45%, 1.32%, 2.02%, 1.68%, 1.42% and 1.57% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.48%, 1.23%, 0.23%, 0.73%, 0.48%, 0.23% and 0.23% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			29

Historical Performance

AB MULTI-MANAGER SELECT 2030 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		3.70	%
Since Inception*		2.69	%

Class C Shares
1 Year		6.46	%
Since Inception*		4.16	%

Advisor Class Shares^†
1 Year		8.63	%
Since Inception*		5.19	%

Class R Shares^†
1 Year		8.07	%
Since Inception*		4.63	%

Class K Shares^†
1 Year		8.27	%
Since Inception*		4.88	%

Class I Shares^†
1 Year		8.61	%
Since Inception*		5.13	%

Class Z Shares^†
1 Year		8.55	%
Since Inception*		5.15	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


30		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2035 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		15.73	%		10.81	%
Since Inception*		5.99	%		3.87	%

Class C Shares
1 Year		14.76	%		13.76	%
Since Inception*		5.14	%		5.14	%

Advisor Class Shares^†
1 Year		15.90	%		15.90	%
Since Inception*		6.21	%		6.21	%

Class R Shares^†
1 Year		15.35	%		15.35	%
Since Inception*		5.67	%		5.67	%

Class K Shares^†
1 Year		15.75	%		15.75	%
Since Inception*		5.99	%		5.99	%

Class I Shares^†
1 Year		15.95	%		15.95	%
Since Inception*		6.22	%		6.22	%

Class Z Shares^†
1 Year		16.03	%		16.03	%
Since Inception*		6.25	%		6.25	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.75%, 2.62%, 1.61%, 2.08%, 1.79%, 1.53% and 1.78% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.48%, 1.23%, 0.23%, 0.73%, 0.48%, 0.23% and 0.23% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			31

Historical Performance

AB MULTI-MANAGER SELECT 2035 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		3.72	%
Since Inception*		2.89	%

Class C Shares
1 Year		6.58	%
Since Inception*		4.28	%

Advisor Class Shares^†
1 Year		8.63	%
Since Inception*		5.36	%

Class R Shares^†
1 Year		8.15	%
Since Inception*		4.82	%

Class K Shares^†
1 Year		8.43	%
Since Inception*		5.10	%

Class I Shares^†
1 Year		8.64	%
Since Inception*		5.34	%

Class Z Shares^†
1 Year		8.61	%
Since Inception*		5.32	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


32		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2040 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		16.29	%		11.30	%
Since Inception*		6.11	%		3.98	%

Class C Shares
1 Year		15.35	%		14.35	%
Since Inception*		5.36	%		5.36	%

Advisor Class Shares^†
1 Year		16.58	%		16.58	%
Since Inception*		6.39	%		6.39	%

Class R Shares^†
1 Year		16.00	%		16.00	%
Since Inception*		5.90	%		5.90	%

Class K Shares^†
1 Year		16.31	%		16.31	%
Since Inception*		6.16	%		6.16	%

Class I Shares^†
1 Year		16.53	%		16.53	%
Since Inception*		6.40	%		6.40	%

Class Z Shares^†
1 Year		16.60	%		16.60	%
Since Inception*		6.42	%		6.42	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.81%, 2.66%, 1.51%, 2.08%, 1.93%, 1.74% and 1.92% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.52%, 1.27%, 0.27%, 0.77%, 0.52%, 0.27% and 0.27% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			33

Historical Performance

AB MULTI-MANAGER SELECT 2040 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		3.72	%
Since Inception*		3.00	%

Class C Shares
1 Year		6.56	%
Since Inception*		4.47	%

Advisor Class Shares^†
1 Year		8.69	%
Since Inception*		5.49	%

Class R Shares^†
1 Year		8.16	%
Since Inception*		4.96	%

Class K Shares^†
1 Year		8.36	%
Since Inception*		5.22	%

Class I Shares^†
1 Year		8.69	%
Since Inception*		5.48	%

Class Z Shares^†
1 Year		8.64	%
Since Inception*		5.50	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


34		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2045 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		16.54	%		11.56	%
Since Inception*		6.11	%		3.99	%

Class C Shares
1 Year		15.74	%		14.74	%
Since Inception*		5.32	%		5.32	%

Advisor Class Shares^†
1 Year		16.80	%		16.80	%
Since Inception*		6.32	%		6.32	%

Class R Shares^†
1 Year		16.28	%		16.28	%
Since Inception*		5.82	%		5.82	%

Class K Shares^†
1 Year		16.64	%		16.64	%
Since Inception*		6.14	%		6.14	%

Class I Shares^†
1 Year		16.85	%		16.85	%
Since Inception*		6.32	%		6.32	%

Class Z Shares^†
1 Year		16.93	%		16.93	%
Since Inception*		6.35	%		6.35	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 2.15%, 3.39%, 2.04%, 2.25%, 2.22%, 2.07% and 2.43% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.50%, 1.25%, 0.25%, 0.75%, 0.50%, 0.25% and 0.25% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			35

Historical Performance

AB MULTI-MANAGER SELECT 2045 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		4.00	%
Since Inception*		3.02	%

Class C Shares
1 Year		6.69	%
Since Inception*		4.39	%

Advisor Class Shares^†
1 Year		8.83	%
Since Inception*		5.44	%

Class R Shares^†
1 Year		8.33	%
Since Inception*		4.93	%

Class K Shares^†
1 Year		8.58	%
Since Inception*		5.22	%

Class I Shares^†
1 Year		8.89	%
Since Inception*		5.45	%

Class Z Shares^†
1 Year		8.85	%
Since Inception*		5.43	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


36		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2050 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		16.99	%		12.00	%
Since Inception*		6.13	%		4.00	%

Class C Shares
1 Year		16.06	%		15.06	%
Since Inception*		5.30	%		5.30	%

Advisor Class Shares^†
1 Year		17.30	%		17.30	%
Since Inception*		6.38	%		6.38	%

Class R Shares^†
1 Year		16.64	%		16.64	%
Since Inception*		5.85	%		5.85	%

Class K Shares^†
1 Year		16.99	%		16.99	%
Since Inception*		6.10	%		6.10	%

Class I Shares^†
1 Year		17.15	%		17.15	%
Since Inception*		6.37	%		6.37	%

Class Z Shares^†
1 Year		17.21	%		17.21	%
Since Inception*		6.39	%		6.39	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 5.29%, 6.51%, 4.93%, 3.40%, 3.64%, 4.23% and 4.70% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.50%, 1.25%, 0.25%, 0.75%, 0.50%, 0.25% and 0.25% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			37

Historical Performance

AB MULTI-MANAGER SELECT 2050 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		4.07	%
Since Inception*		3.01	%

Class C Shares
1 Year		6.88	%
Since Inception*		4.38	%

Advisor Class Shares^†
1 Year		8.93	%
Since Inception*		5.41	%

Class R Shares^†
1 Year		8.44	%
Since Inception*		4.91	%

Class K Shares^†
1 Year		8.67	%
Since Inception*		5.13	%

Class I Shares^†
1 Year		9.06	%
Since Inception*		5.45	%

Class Z Shares^†
1 Year		8.90	%
Since Inception*		5.42	%

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


38		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

AB MULTI-MANAGER SELECT 2055 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		16.73	%		11.71	%
Since Inception*		5.80	%		3.68	%

Class C Shares
1 Year		15.96	%		14.96	%
Since Inception*		5.03	%		5.03	%

Advisor Class Shares^†
1 Year		17.06	%		17.06	%
Since Inception*		6.09	%		6.09	%

Class R Shares^†
1 Year		16.49	%		16.49	%
Since Inception*		5.55	%		5.55	%

Class K Shares^†
1 Year		16.86	%		16.86	%
Since Inception*		5.84	%		5.84	%

Class I Shares^†
1 Year		17.03	%		17.03	%
Since Inception*		6.10	%		6.10	%

Class Z Shares^†
1 Year		17.08	%		17.08	%
Since Inception*		6.12	%		6.12	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 5.28%, 6.80%, 6.30%, 4.32%, 3.72%, 5.22% and 4.91% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements and inclusive of the Fund’s proportionate share of Underlying Portfolio fees and expenses. Contractual fee waivers and/or expense reimbursements limit 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 0.51%, 1.26%, 0.26%, 0.76%, 0.51%, 0.26% and 0.26% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. These waivers/reimbursements may not be terminated before November 30, 2017 and may be extended by the Adviser for additional one-year terms. Any fees waived and expenses borne by the Adviser through January 5, 2016 under the expense limitation in effect prior to that date may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

Inception date: 12/15/2014.

^†

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

(Historical Performance continued on next page)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			39

Historical Performance

AB MULTI-MANAGER SELECT 2055 FUND

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		4.02	%
Since Inception*		2.71	%

Class C Shares
1 Year		7.01	%
Since Inception*		4.13	%

Advisor Class Shares^†
1 Year		8.97	%
Since Inception*		5.15	%

Class R Shares^†
1 Year		8.48	%
Since Inception*		4.65	%

Class K Shares^†
1 Year		8.74	%
Since Inception*		4.90	%

Class I Shares^†
1 Year		9.02	%
Since Inception*		5.17	%

Class Z Shares^†
1 Year		9.07	%
Since Inception*		5.19	%

Inception date: 12/15/2014.

^†

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


40		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

The first line of each 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. Each Fund will indirectly bear its pro rata share of the expenses incurred by the Underlying Portfolios in which the Fund invests. These expenses are not included in the table below.

Hypothetical Example for Comparison Purposes

The first line of each table below also provides information about hypothetical account values and hypothetical expenses based on a 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. Each Fund will indirectly bear its pro rata share of the expenses incurred by the Underlying Portfolios in which the Fund invests. These expenses are not included in the table below.

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.

AB Multi-Manager Select Retirement Allocation Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,005.70	$	2.12		0.42	%	$	4.55		0.90	%
Hypothetical**	$	1,000	$	1,023.09	$	2.14		0.42	%	$	4.59		0.90	%
Class C
Actual	$	1,000	$	1,001.90	$	5.90		1.17	%	$	8.33		1.65	%
Hypothetical**	$	1,000	$	1,019.31	$	5.96		1.17	%	$	8.40		1.65	%
Advisor Class
Actual	$	1,000	$	1,007.60	$	0.86		0.17	%	$	3.29		0.65	%
Hypothetical**	$	1,000	$	1,024.35	$	0.87		0.17	%	$	3.32		0.65	%


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			41

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class R
Actual	$	1,000	$	1,005.80	$	3.39		0.67	%	$	5.81		1.15	%
Hypothetical**	$	1,000	$	1,021.83	$	3.41		0.67	%	$	5.86		1.15	%
Class K
Actual	$	1,000	$	1,006.50	$	2.12		0.42	%	$	4.55		0.90	%
Hypothetical**	$	1,000	$	1,023.09	$	2.14		0.42	%	$	4.59		0.90	%
Class I
Actual	$	1,000	$	1,007.50	$	0.86		0.17	%	$	3.29		0.65	%
Hypothetical**	$	1,000	$	1,024.35	$	0.87		0.17	%	$	3.32		0.65	%
Class Z
Actual	$	1,000	$	1,008.00	$	0.86		0.17	%	$	3.29		0.65	%
Hypothetical**	$	1,000	$	1,024.35	$	0.87		0.17	%	$	3.32		0.65	%

AB Multi-Manager Select 2010 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,011.90	$	2.08		0.41	%	$	4.97		0.98	%
Hypothetical**	$	1,000	$	1,023.14	$	2.09		0.41	%	$	5.00		0.98	%
Class C
Actual	$	1,000	$	1,007.90	$	5.87		1.16	%	$	8.76		1.73	%
Hypothetical**	$	1,000	$	1,019.36	$	5.90		1.16	%	$	8.81		1.73	%
Advisor Class
Actual	$	1,000	$	1,013.00	$	0.81		0.16	%	$	3.70		0.73	%
Hypothetical**	$	1,000	$	1,024.40	$	0.82		0.16	%	$	3.72		0.73	%
Class R
Actual	$	1,000	$	1,010.80	$	3.35		0.66	%	$	6.23		1.23	%
Hypothetical**	$	1,000	$	1,021.88	$	3.36		0.66	%	$	6.27		1.23	%
Class K
Actual	$	1,000	$	1,011.20	$	2.08		0.41	%	$	4.97		0.98	%
Hypothetical**	$	1,000	$	1,023.14	$	2.09		0.41	%	$	5.00		0.98	%
Class I
Actual	$	1,000	$	1,013.70	$	0.81		0.16	%	$	3.71		0.73	%
Hypothetical**	$	1,000	$	1,024.40	$	0.82		0.16	%	$	3.72		0.73	%
Class Z
Actual	$	1,000	$	1,013.90	$	0.81		0.16	%	$	3.71		0.73	%
Hypothetical**	$	1,000	$	1,024.40	$	0.82		0.16	%	$	3.72		0.73	%


42		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)

AB Multi-Manager Select 2015 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,018.50	$	2.04		0.40	%	$	5.09		1.00	%
Hypothetical**	$	1,000	$	1,023.19	$	2.04		0.40	%	$	5.10		1.00	%
Class C
Actual	$	1,000	$	1,014.40	$	5.84		1.15	%	$	8.89		1.75	%
Hypothetical**	$	1,000	$	1,019.41	$	5.85		1.15	%	$	8.91		1.75	%
Advisor Class
Actual	$	1,000	$	1,019.80	$	0.76		0.15	%	$	3.82		0.75	%
Hypothetical**	$	1,000	$	1,024.45	$	0.77		0.15	%	$	3.83		0.75	%
Class R
Actual	$	1,000	$	1,017.10	$	3.30		0.65	%	$	6.36		1.25	%
Hypothetical**	$	1,000	$	1,021.93	$	3.31		0.65	%	$	6.37		1.25	%
Class K
Actual	$	1,000	$	1,017.90	$	2.03		0.40	%	$	5.09		1.00	%
Hypothetical**	$	1,000	$	1,023.19	$	2.04		0.40	%	$	5.10		1.00	%
Class I
Actual	$	1,000	$	1,019.70	$	0.76		0.15	%	$	3.82		0.75	%
Hypothetical**	$	1,000	$	1,024.45	$	0.77		0.15	%	$	3.83		0.75	%
Class Z
Actual	$	1,000	$	1,019.20	$	0.76		0.15	%	$	3.82		0.75	%
Hypothetical**	$	1,000	$	1,024.45	$	0.77		0.15	%	$	3.83		0.75	%

AB Multi-Manager Select 2020 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,023.30	$	2.29		0.45	%	$	5.46		1.07	%
Hypothetical**	$	1,000	$	1,022.94	$	2.29		0.45	%	$	5.46		1.07	%
Class C
Actual	$	1,000	$	1,019.90	$	6.11		1.20	%	$	9.27		1.82	%
Hypothetical**	$	1,000	$	1,019.16	$	6.11		1.20	%	$	9.26		1.82	%
Advisor Class
Actual	$	1,000	$	1,024.80	$	1.02		0.20	%	$	4.18		0.82	%
Hypothetical**	$	1,000	$	1,024.20	$	1.02		0.20	%	$	4.18		0.82	%
Class R
Actual	$	1,000	$	1,023.00	$	3.57		0.70	%	$	6.73		1.32	%
Hypothetical**	$	1,000	$	1,021.68	$	3.57		0.70	%	$	6.73		1.32	%
Class K
Actual	$	1,000	$	1,023.90	$	2.30		0.45	%	$	5.46		1.07	%
Hypothetical**	$	1,000	$	1,022.94	$	2.29		0.45	%	$	5.46		1.07	%


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			43

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class I
Actual	$	1,000	$	1,025.10	$	1.02		0.20	%	$	4.19		0.82	%
Hypothetical**	$	1,000	$	1,024.20	$	1.02		0.20	%	$	4.18		0.82	%
Class Z
Actual	$	1,000	$	1,024.90	$	1.02		0.20	%	$	4.19		0.82	%
Hypothetical**	$	1,000	$	1,024.20	$	1.02		0.20	%	$	4.18		0.82	%

AB Multi-Manager Select 2025 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,030.10	$	2.25		0.44	%	$	5.53		1.08	%
Hypothetical**	$	1,000	$	1,022.99	$	2.24		0.44	%	$	5.51		1.08	%
Class C
Actual	$	1,000	$	1,026.00	$	6.08		1.19	%	$	9.35		1.83	%
Hypothetical**	$	1,000	$	1,019.21	$	6.06		1.19	%	$	9.31		1.83	%
Advisor Class
Actual	$	1,000	$	1,031.20	$	0.97		0.19	%	$	4.25		0.83	%
Hypothetical**	$	1,000	$	1,024.25	$	0.97		0.19	%	$	4.23		0.83	%
Class R
Actual	$	1,000	$	1,028.60	$	3.53		0.69	%	$	6.80		1.33	%
Hypothetical**	$	1,000	$	1,021.73	$	3.52		0.69	%	$	6.78		1.33	%
Class K
Actual	$	1,000	$	1,029.80	$	2.25		0.44	%	$	5.53		1.08	%
Hypothetical**	$	1,000	$	1,022.99	$	2.24		0.44	%	$	5.51		1.08	%
Class I
Actual	$	1,000	$	1,031.90	$	0.97		0.19	%	$	4.25		0.83	%
Hypothetical**	$	1,000	$	1,024.25	$	0.97		0.19	%	$	4.23		0.83	%
Class Z
Actual	$	1,000	$	1,031.80	$	0.97		0.19	%	$	4.25		0.83	%
Hypothetical**	$	1,000	$	1,024.25	$	0.97		0.19	%	$	4.23		0.83	%

AB Multi-Manager Select 2030 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,038.80	$	2.47		0.48	%	$	5.70		1.11	%
Hypothetical**	$	1,000	$	1,022.79	$	2.45		0.48	%	$	5.66		1.11	%


44		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class C
Actual	$	1,000	$	1,034.40	$	6.31		1.23	%	$	9.54		1.86	%
Hypothetical**	$	1,000	$	1,019.00	$	6.26		1.23	%	$	9.47		1.86	%
Advisor Class
Actual	$	1,000	$	1,039.90	$	1.18		0.23	%	$	4.42		0.86	%
Hypothetical**	$	1,000	$	1,024.05	$	1.17		0.23	%	$	4.39		0.86	%
Class R
Actual	$	1,000	$	1,036.50	$	3.75		0.73	%	$	6.98		1.36	%
Hypothetical**	$	1,000	$	1,021.53	$	3.72		0.73	%	$	6.93		1.36	%
Class K
Actual	$	1,000	$	1,038.60	$	2.47		0.48	%	$	5.70		1.11	%
Hypothetical**	$	1,000	$	1,022.79	$	2.45		0.48	%	$	5.66		1.11	%
Class I
Actual	$	1,000	$	1,039.90	$	1.18		0.23	%	$	4.42		0.86	%
Hypothetical**	$	1,000	$	1,024.05	$	1.17		0.23	%	$	4.39		0.86	%
Class Z
Actual	$	1,000	$	1,040.40	$	1.18		0.23	%	$	4.42		0.86	%
Hypothetical**	$	1,000	$	1,024.05	$	1.17		0.23	%	$	4.39		0.86	%

AB Multi-Manager Select 2035 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,045.70	$	2.53		0.49	%	$	5.83		1.13	%
Hypothetical**	$	1,000	$	1,022.74	$	2.50		0.49	%	$	5.76		1.13	%
Class C
Actual	$	1,000	$	1,040.30	$	6.38		1.24	%	$	9.67		1.88	%
Hypothetical**	$	1,000	$	1,018.95	$	6.31		1.24	%	$	9.57		1.88	%
Advisor Class
Actual	$	1,000	$	1,045.80	$	1.24		0.24	%	$	4.54		0.88	%
Hypothetical**	$	1,000	$	1,024.00	$	1.22		0.24	%	$	4.49		0.88	%
Class R
Actual	$	1,000	$	1,043.20	$	3.81		0.74	%	$	7.11		1.38	%
Hypothetical**	$	1,000	$	1,021.48	$	3.77		0.74	%	$	7.03		1.38	%
Class K
Actual	$	1,000	$	1,045.00	$	2.53		0.49	%	$	5.82		1.13	%
Hypothetical**	$	1,000	$	1,022.74	$	2.50		0.49	%	$	5.76		1.13	%
Class I
Actual	$	1,000	$	1,046.10	$	1.24		0.24	%	$	4.54		0.88	%
Hypothetical**	$	1,000	$	1,024.00	$	1.22		0.24	%	$	4.49		0.88	%
Class Z
Actual	$	1,000	$	1,046.80	$	1.24		0.24	%	$	4.54		0.88	%
Hypothetical**	$	1,000	$	1,024.00	$	1.22		0.24	%	$	4.49		0.88	%


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			45

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)

AB Multi-Manager Select 2040 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,047.70	$	2.68		0.52	%	$	6.09		1.18	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.02		1.18	%
Class C
Actual	$	1,000	$	1,044.10	$	6.54		1.27	%	$	9.94		1.93	%
Hypothetical**	$	1,000	$	1,018.80	$	6.46		1.27	%	$	9.82		1.93	%
Advisor Class
Actual	$	1,000	$	1,049.10	$	1.39		0.27	%	$	4.80		0.93	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.74		0.93	%
Class R
Actual	$	1,000	$	1,047.10	$	3.97		0.77	%	$	7.38		1.43	%
Hypothetical**	$	1,000	$	1,021.32	$	3.92		0.77	%	$	7.29		1.43	%
Class K
Actual	$	1,000	$	1,048.10	$	2.68		0.52	%	$	6.09		1.18	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.02		1.18	%
Class I
Actual	$	1,000	$	1,049.40	$	1.39		0.27	%	$	4.80		0.93	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.74		0.93	%
Class Z
Actual	$	1,000	$	1,050.00	$	1.40		0.27	%	$	4.81		0.93	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.74		0.93	%

AB Multi-Manager Select 2045 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,050.30	$	2.64		0.51	%	$	6.05		1.17	%
Hypothetical**	$	1,000	$	1,022.63	$	2.60		0.51	%	$	5.96		1.17	%
Class C
Actual	$	1,000	$	1,046.50	$	6.50		1.26	%	$	9.90		1.92	%
Hypothetical**	$	1,000	$	1,018.85	$	6.41		1.26	%	$	9.77		1.92	%
Advisor Class
Actual	$	1,000	$	1,051.60	$	1.34		0.26	%	$	4.76		0.92	%
Hypothetical**	$	1,000	$	1,023.89	$	1.33		0.26	%	$	4.69		0.92	%
Class R
Actual	$	1,000	$	1,048.80	$	3.92		0.76	%	$	7.33		1.42	%
Hypothetical**	$	1,000	$	1,021.37	$	3.87		0.76	%	$	7.23		1.42	%
Class K
Actual	$	1,000	$	1,051.40	$	2.64		0.51	%	$	6.05		1.17	%
Hypothetical**	$	1,000	$	1,022.63	$	2.60		0.51	%	$	5.96		1.17	%


46		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class I
Actual	$	1,000	$	1,051.30	$	1.34		0.26	%	$	4.76		0.92	%
Hypothetical**	$	1,000	$	1,023.89	$	1.33		0.26	%	$	4.69		0.92	%
Class Z
Actual	$	1,000	$	1,052.00	$	1.34		0.26	%	$	4.76		0.92	%
Hypothetical**	$	1,000	$	1,023.89	$	1.33		0.26	%	$	4.69		0.92	%

AB Multi-Manager Select 2050 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,051.70	$	2.69		0.52	%	$	6.15		1.19	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.07		1.19	%
Class C
Actual	$	1,000	$	1,047.20	$	6.55		1.27	%	$	10.01		1.94	%
Hypothetical**	$	1,000	$	1,018.80	$	6.46		1.27	%	$	9.87		1.94	%
Advisor Class
Actual	$	1,000	$	1,053.50	$	1.40		0.27	%	$	4.87		0.94	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.80		0.94	%
Class R
Actual	$	1,000	$	1,049.90	$	3.98		0.77	%	$	7.44		1.44	%
Hypothetical**	$	1,000	$	1,021.32	$	3.92		0.77	%	$	7.34		1.44	%
Class K
Actual	$	1,000	$	1,052.10	$	2.69		0.52	%	$	6.16		1.19	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.07		1.19	%
Class I
Actual	$	1,000	$	1,052.90	$	1.40		0.27	%	$	4.86		0.94	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.80		0.94	%
Class Z
Actual	$	1,000	$	1,053.40	$	1.35		0.26	%	$	4.81		0.93	%
Hypothetical**	$	1,000	$	1,023.89	$	1.33		0.26	%	$	4.74		0.93	%

AB Multi-Manager Select 2055 Fund


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,050.40	$	2.69		0.52	%	$	6.15		1.19	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.07		1.19	%
Class C
Actual	$	1,000	$	1,047.00	$	6.55		1.27	%	$	10.01		1.94	%
Hypothetical**	$	1,000	$	1,018.80	$	6.46		1.27	%	$	9.87		1.94	%


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			47

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*			Effective Expenses Paid During Period+		Effective Annualized Expense Ratio+
Advisor Class
Actual	$	1,000	$	1,052.60	$	1.40		0.27	%	$	4.86		0.94	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.80		0.94	%
Class R
Actual	$	1,000	$	1,049.20	$	3.98		0.77	%	$	7.44		1.44	%
Hypothetical**	$	1,000	$	1,021.32	$	3.92		0.77	%	$	7.34		1.44	%
Class K
Actual	$	1,000	$	1,051.60	$	2.69		0.52	%	$	6.15		1.19	%
Hypothetical**	$	1,000	$	1,022.58	$	2.65		0.52	%	$	6.07		1.19	%
Class I
Actual	$	1,000	$	1,052.30	$	1.40		0.27	%	$	4.86		0.94	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.80		0.94	%
Class Z
Actual	$	1,000	$	1,052.80	$	1.40		0.27	%	$	4.86		0.94	%
Hypothetical**	$	1,000	$	1,023.84	$	1.38		0.27	%	$	4.80		0.94	%

Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.

⁺

In connection with the Funds’ investments in affiliated/unaffiliated underlying portfolios, the Funds incur no direct expenses, but bear proportionate shares of the acquired fund fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. Currently the Adviser has contractually agreed to waive its fees from the Funds in an amount equal to the Funds’ pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Funds’ effective expenses are equal to the classes’ annualized expense ratio plus the Funds’ 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 184/365 (to reflect the one-half year period).


48		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Expense Example

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $9,572

LOGO

All data reflect Underlying Portfolio holdings as of January 31, 2017. The Fund’s portfolio breakdown is expressed as a percentage of total investments, based on the Adviser’s internal classification. Underlying Portfolios may not invest 100% of their assets in the category to which the Underlying Portfolio is assigned. The percentages may vary over time.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			49

Portfolio Summary

AB MULTI-MANAGER SELECT 2010 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $12,314

LOGO


50		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Portfolio Summary

AB MULTI-MANAGER SELECT 2015 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $41,929

LOGO


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			51

Portfolio Summary

AB MULTI-MANAGER SELECT 2020 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $83,894

LOGO


52		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Portfolio Summary

AB MULTI-MANAGER SELECT 2025 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $118,800

LOGO


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			53

Portfolio Summary

AB MULTI-MANAGER SELECT 2030 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $82,680

LOGO


54		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Portfolio Summary

AB MULTI-MANAGER SELECT 2035 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $75,556

LOGO


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			55

Portfolio Summary

AB MULTI-MANAGER SELECT 2040 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $54,753

LOGO


56		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Portfolio Summary

AB MULTI-MANAGER SELECT 2045 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $44,998

LOGO


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			57

Portfolio Summary

AB MULTI-MANAGER SELECT 2050 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $17,961

LOGO


58		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Portfolio Summary

AB MULTI-MANAGER SELECT 2055 FUND

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($thousand): $18,577

LOGO


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			59

Portfolio Summary

AB MULTI-MANAGER SELECT RETIREMENT ALLOCATION FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.6%
Funds and Investment Trusts – 99.6%^(a)
AB All Market Real Return Portfolio – Class Z		28,116	$	236,457
AB Bond Inflation Strategy Portfolio – Class Z		53,681		575,998
AB Concentrated Growth Portfolio – Class Z^(b)		3,242		95,803
AB Global Bond Fund, Inc. – Class Z		22,674		188,422
AB Global Real Estate Investment Fund II – Class I		32,296		332,650
AB High Income Fund, Inc. – Class Z		27,422		240,769
AB Intermediate Bond Portfolio – Class Z		69,761		766,670
AB Relative Value Fund – Class Z		67,086		379,036
AB Unconstrained Bond Fund, Inc. – Class Z		33,579		287,771
AQR International Defensive Style Fund – Class R6		24,810		288,536
AQR Large Cap Defensive Style Fund – Class R6		23,489		380,755
AQR Long-Short Equity Fund – Class R6		14,507		190,766
AQR Risk-Balanced Commodities Fund – Class R6		21,485		143,092
AQR Style Premia Alternative Fund – Class R6		14,721		146,914
Franklin Growth Fund – Class R6		1,212		95,896
Franklin Low Duration Total Return Fund – Class R6		106,344		1,051,739
iShares Currency Hedged MSCI Japan ETF		5,080		141,376
iShares Russell 2000 ETF		493		66,668
Metropolitan West Total Return Bond Fund		67,470		669,305
MFS Institutional International Equity Fund		2,983		62,675
MFS Value Fund – Class R5		2,611		95,240
T. Rowe Price Dividend Growth Fund, Inc.		7,634		288,102
T. Rowe Price Emerging Markets Stock Fund		2,815		95,021
T. Rowe Price Inflation Protected Bond Fund, Inc.		48,528		575,062
T. Rowe Price Institutional Long Duration Credit Fund		28,368		288,503
T. Rowe Price International Funds – International Discovery Fund		1,771		97,967
T. Rowe Price Small-Cap Value Fund – Class I		2,150		96,733
Templeton Global Bond Fund – Class R6		11,928		141,710
Vanguard FTSE Developed Markets ETF		10,377		393,081
Vanguard Short-Term Bond ETF		8,101		645,488
Vanguard Total Bond Market ETF		5,939		480,703


Total Investment Companies (cost $9,422,712)				9,538,908


SHORT-TERM INVESTMENTS – 0.3%
Investment Companies – 0.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $25,765)		25,765		25,765


Total Investments – 99.9% (cost $9,448,477)				9,564,673
Other assets less liabilities – 0.1%				7,417


Net Assets – 100.0%			$	9,572,090


60		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select Retirement Allocation Fund—Portfolio of Investments

(a)

To obtain a copy of the Underlying Portfolios’ 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.

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			61

AB Multi-Manager Select Retirement Allocation Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2010 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.7%
Funds and Investment Trusts – 99.7%^(a)
AB All Market Real Return Portfolio – Class Z		43,399	$	364,983
AB Bond Inflation Strategy Portfolio – Class Z		91,712		984,075
AB Global Bond Fund, Inc. – Class Z		59,313		492,891
AB Global Real Estate Investment Fund II – Class I		48,092		495,353
AB High Income Fund, Inc. – Class Z		31,229		274,196
AB Intermediate Bond Portfolio – Class Z		67,449		741,269
AB Relative Value Fund – Class Z		86,849		490,698
AB Unconstrained Bond Fund, Inc. – Class Z		28,394		243,334
AQR International Defensive Style Fund – Class R6		32,093		373,240
AQR Large Cap Defensive Style Fund – Class R6		30,344		491,874
AQR Long-Short Equity Fund – Class R6		18,619		244,838
AQR Risk-Balanced Commodities Fund – Class R6		37,337		248,662
AQR Style Premia Alternative Fund – Class R6		36,941		368,675
Franklin Growth Fund – Class R6		3,077		243,545
Franklin Low Duration Total Return Fund – Class R6		34,308		339,302
iShares Core S&P 500 ETF		3,058		700,068
iShares Currency Hedged MSCI Japan ETF		6,430		178,947
iShares Russell 2000 ETF		895		121,031
Metropolitan West Total Return Bond Fund		111,827		1,109,327
MFS Institutional International Equity Fund		3,832		80,510
MFS Value Fund – Class R5		3,356		122,402
T. Rowe Price Dividend Growth Fund, Inc.		13,042		492,206
T. Rowe Price Emerging Markets Stock Fund		7,389		249,441
T. Rowe Price Inflation Protected Bond Fund, Inc.		62,611		741,935
T. Rowe Price Institutional Long Duration Credit Fund		24,192		246,029
T. Rowe Price International Funds – International Discovery Fund		2,245		124,206
T. Rowe Price Small-Cap Value Fund – Class I		2,696		121,335
Templeton Global Bond Fund – Class R6		12,740		151,352
Vanguard FTSE Developed Markets ETF		16,765		635,058
Vanguard Total Bond Market ETF		9,912		802,277


Total Investments – 99.7% (cost $12,003,587)				12,273,059
Other assets less liabilities – 0.3%				41,057


Net Assets – 100.0%			$	12,314,116

(a)

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


62		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2010 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2015 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 100.1%
Funds and Investment Trusts – 100.1%^(a)
AB All Market Real Return Portfolio – Class Z		149,451	$	1,256,880
AB Bond Inflation Strategy Portfolio – Class Z		314,152		3,370,851
AB Discovery Value Fund – Class Z		19,323		416,806
AB Global Bond Fund, Inc. – Class Z		202,050		1,679,033
AB Global Real Estate Investment Fund II – Class I		161,568		1,664,146
AB High Income Fund, Inc. – Class Z		193,806		1,701,615
AB Intermediate Bond Portfolio – Class Z		191,054		2,099,680
AB Relative Value Fund – Class Z		221,695		1,252,574
AB Unconstrained Bond Fund, Inc. – Class Z		99,362		851,533
AQR International Defensive Style Fund – Class R6		109,284		1,270,978
AQR Large Cap Defensive Style Fund – Class R6		103,546		1,678,487
AQR Long-Short Equity Fund – Class R6		95,522		1,256,118
AQR Risk-Balanced Commodities Fund – Class R6		190,698		1,270,046
AQR Style Premia Alternative Fund – Class R6		127,282		1,270,272
Franklin Growth Fund – Class R6		10,548		834,905
Franklin Low Duration Total Return Fund – Class R6		43,018		425,450
iShares Core S&P 500 ETF		12,236		2,801,187
iShares Currency Hedged MSCI Japan ETF		23,551		655,424
iShares Russell 2000 ETF		3,115		421,241
Metropolitan West Total Return Bond Fund		211,287		2,095,971
MFS Institutional International Equity Fund		33,510		704,046
MFS Value Fund – Class R5		23,004		838,940
T. Rowe Price Dividend Growth Fund, Inc.		44,828		1,691,801
T. Rowe Price Emerging Markets Stock Fund		37,164		1,254,653
T. Rowe Price Inflation Protected Bond Fund, Inc.		248,784		2,948,086
T. Rowe Price Institutional Long Duration Credit Fund		81,390		827,742
T. Rowe Price International Funds – International Discovery Fund		7,732		427,807
T. Rowe Price Small-Cap Value Fund – Class I		9,377		421,960
Templeton Global Bond Fund – Class R6		36,034		428,090
Vanguard FTSE Developed Markets ETF		68,010		2,576,219
Vanguard Total Bond Market ETF		19,401		1,570,317


Total Investment Companies (cost $40,749,321)				41,962,858


SHORT-TERM INVESTMENTS – 0.3%
Investment Companies – 0.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(b) (cost $136,411)		136,411		136,411


Total Investments – 100.4% (cost $40,885,732)				42,099,269
Other assets less liabilities – (0.4)%				(170,454	)


Net Assets – 100.0%			$	41,928,815


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			63

AB Multi-Manager Select 2015 Fund—Portfolio of Investments

(a)

(b)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


64		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2015 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2020 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.3%
Funds and Investment Trusts – 99.3%^(a)
AB All Market Real Return Portfolio – Class Z		294,452	$	2,476,343
AB Bond Inflation Strategy Portfolio – Class Z		465,395		4,993,694
AB Discovery Value Fund – Class Z		38,544		831,390
AB Global Bond Fund, Inc. – Class Z		298,560		2,481,037
AB Global Real Estate Investment Fund II – Class I		324,816		3,345,603
AB High Income Fund, Inc. – Class Z		477,300		4,190,692
AB Intermediate Bond Portfolio – Class Z		376,421		4,136,868
AB Relative Value Fund – Class Z		887,813		5,016,143
AB Unconstrained Bond Fund, Inc. – Class Z		100,326		859,798
AQR International Defensive Style Fund – Class R6		215,324		2,504,213
AQR Large Cap Defensive Style Fund – Class R6		206,212		3,342,699
AQR Long-Short Equity Fund – Class R6		253,909		3,338,903
AQR Risk-Balanced Commodities Fund – Class R6		387,648		2,581,736
AQR Style Premia Alternative Fund – Class R6		250,778		2,502,761
Franklin Growth Fund – Class R6		21,044		1,665,659
iShares Core S&P 500 ETF		26,190		5,995,677
iShares Currency Hedged MSCI Japan ETF		46,671		1,298,854
iShares Russell 2000 ETF		6,150		831,664
Metropolitan West Total Return Bond Fund		333,023		3,303,587
MFS Institutional International Equity Fund		106,035		2,227,801
MFS Value Fund – Class R5		45,972		1,676,583
T. Rowe Price Dividend Growth Fund, Inc.		88,323		3,333,310
T. Rowe Price Emerging Markets Stock Fund		76,233		2,573,612
T. Rowe Price Inflation Protected Bond Fund, Inc.		350,117		4,148,890
T. Rowe Price Institutional Long Duration Credit Fund		160,367		1,630,934
T. Rowe Price International Funds – International Discovery Fund		30,470		1,685,895
T. Rowe Price Small-Cap Value Fund – Class I		18,397		827,859
Templeton Global Bond Fund – Class R6		139,314		1,655,051
Vanguard FTSE Developed Markets ETF		158,814		6,015,874
Vanguard Total Bond Market ETF		23,112		1,870,685


Total Investment Companies (cost $80,714,269)				83,343,815


SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(b) (cost $554,353)		554,353		554,353


Total Investments – 100.0% (cost $81,268,622)				83,898,168
Other assets less liabilities – 0.0%				(4,439	)


Net Assets – 100.0%			$	83,893,729


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			65

AB Multi-Manager Select 2020 Fund—Portfolio of Investments

(a)

(b)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


66		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2020 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2025 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.8%
Funds and Investment Trusts – 99.8%^(a)
AB All Market Real Return Portfolio – Class Z		277,368	$	2,332,663
AB Bond Inflation Strategy Portfolio – Class Z		331,822		3,560,455
AB Concentrated Growth Portfolio – Class Z^(b)		80,139		2,368,108
AB Discovery Growth Fund, Inc. – Class Z^(b)		124,333		1,184,891
AB Discovery Value Fund – Class Z		53,459		1,153,115
AB Global Bond Fund, Inc. – Class Z		427,074		3,548,984
AB Global Real Estate Investment Fund II – Class I		576,315		5,936,045
AB High Income Fund, Inc. – Class Z		817,393		7,176,711
AB Intermediate Bond Portfolio – Class Z		323,364		3,553,774
AB Relative Value Fund – Class Z		1,678,013		9,480,775
AQR International Defensive Style Fund – Class R6		304,246		3,538,384
AQR Large Cap Defensive Style Fund – Class R6		294,235		4,769,545
AQR Long-Short Equity Fund – Class R6		453,364		5,961,742
AQR Risk-Balanced Commodities Fund – Class R6		724,635		4,826,069
AQR Style Premia Alternative Fund – Class R6		359,823		3,591,032
Franklin Growth Fund – Class R6		45,113		3,570,718
iShares Core S&P 500 ETF		32,170		7,364,678
iShares Currency Hedged MSCI Japan ETF		66,970		1,863,775
iShares Russell 2000 ETF		8,525		1,152,836
Metropolitan West Total Return Bond Fund		117,785		1,168,425
MFS Institutional International Equity Fund		208,017		4,370,431
MFS Value Fund – Class R5		96,505		3,519,535
T. Rowe Price Dividend Growth Fund, Inc.		125,936		4,752,814
T. Rowe Price Emerging Markets Stock Fund		107,717		3,636,509
T. Rowe Price Inflation Protected Bond Fund, Inc.		300,499		3,560,918
T. Rowe Price Institutional Long Duration Credit Fund		230,968		2,348,940
T. Rowe Price International Funds – International Discovery Fund		43,052		2,382,074
T. Rowe Price Small Cap Value Fund – Class I		26,029		1,171,287
Templeton Global Bond Fund – Class R6		197,307		2,344,010
Vanguard FTSE Developed Markets ETF		255,630		9,683,264
Vanguard Total Bond Market ETF		32,407		2,623,023


Total Investment Companies (cost $114,477,214)				118,495,530


SHORT-TERM INVESTMENTS – 0.5%
Investment Companies – 0.5%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $601,091)		601,091		601,091


Total Investments – 100.3% (cost $115,078,305)				119,096,621
Other assets less liabilities – (0.3)%				(297,074	)


Net Assets – 100.0%			$	118,799,547


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			67

AB Multi-Manager Select 2025 Fund—Portfolio of Investments

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


68		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2025 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2030 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 101.4%
Funds and Investment Trusts – 101.4%^(a)
AB All Market Real Return Portfolio – Class Z		98,802	$	830,927
AB Concentrated Growth Portfolio – Class Z^(b)		84,998		2,511,682
AB Discovery Growth Fund, Inc. – Class Z^(b)		88,910		847,308
AB Discovery Value Fund – Class Z		76,772		1,655,973
AB Global Bond Fund, Inc. – Class Z		307,337		2,553,971
AB Global Real Estate Investment Fund II – Class I		407,787		4,200,207
AB High Income Fund, Inc. – Class Z		677,653		5,949,797
AB Intermediate Bond Portfolio – Class Z		230,858		2,537,129
AB Relative Value Fund – Class Z		1,259,977		7,118,867
AQR International Defensive Style Fund – Class R6		217,190		2,525,924
AQR Large Cap Defensive Style Fund – Class R6		259,504		4,206,567
AQR Long-Short Equity Fund – Class R6		382,795		5,033,750
AQR Risk-Balanced Commodities Fund – Class R6		377,465		2,513,917
AQR Style Premia Alternative Fund – Class R6		170,309		1,699,686
Franklin Growth Fund – Class R6		31,792		2,516,359
iShares Core S&P 500 ETF		19,035		4,357,683
iShares Currency Hedged MSCI Japan ETF		45,507		1,266,460
iShares Russell 2000 ETF		6,104		825,444
Metropolitan West Total Return Bond Fund		85,444		847,601
MFS Institutional International Equity Fund		225,284		4,733,220
MFS Value Fund – Class R5		137,876		5,028,320
T. Rowe Price Dividend Growth Fund, Inc.		66,934		2,526,077
T. Rowe Price Emerging Markets Stock Fund		87,084		2,939,956
T. Rowe Price Inflation Protected Bond Fund, Inc.		70,010		829,613
T. Rowe Price International Funds – International Discovery Fund		30,670		1,696,986
T. Rowe Price Small-Cap Value Fund – Class I		18,713		842,107
Templeton Global Bond Fund – Class R6		141,197		1,677,425
Vanguard FTSE Developed Markets ETF		202,230		7,660,472
Vanguard FTSE Emerging Markets ETF		22,508		851,703
Vanguard Total Bond Market ETF		12,997		1,051,977


Total Investment Companies (cost $80,719,104)				83,837,108


SHORT-TERM INVESTMENTS – 0.1%
Investment Companies – 0.1%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $109,052)		109,052		109,052


Total Investments – 101.5% (cost $80,828,156)				83,946,160
Other assets less liabilities – (1.5)%				(1,265,792	)


Net Assets – 100.0%			$	82,680,368


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			69

AB Multi-Manager Select 2030 Fund—Portfolio of Investments

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


70		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2030 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2035 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.9%
Funds and Investment Trusts – 99.9%^(a)
AB All Market Real Return Portfolio – Class Z		89,549	$	753,111
AB Concentrated Growth Portfolio – Class Z^(b)		102,328		3,023,802
AB Discovery Growth Fund, Inc. – Class Z^(b)		78,971		752,592
AB Discovery Value Fund – Class Z		70,016		1,510,246
AB Global Real Estate Investment Fund II – Class I		363,488		3,743,930
AB High Income Fund, Inc. – Class Z		516,840		4,537,858
AB Intermediate Bond Portfolio – Class Z		86,023		945,386
AB Relative Value Fund – Class Z		1,665,719		9,411,313
AQR International Defensive Style Fund – Class R6		195,868		2,277,942
AQR Large Cap Defensive Style Fund – Class R6		234,888		3,807,536
AQR Long-Short Equity Fund – Class R6		405,513		5,332,491
AQR Risk-Balanced Commodities Fund – Class R6		335,936		2,237,333
AQR Style Premia Alternative Fund – Class R6		76,594		764,407
Franklin Growth Fund – Class R6		48,103		3,807,384
iShares Core S&P 500 ETF		13,917		3,186,019
iShares Currency Hedged MSCI Japan ETF		38,592		1,074,015
iShares Russell 2000 ETF		5,535		748,498
MFS Institutional International Equity Fund		275,922		5,797,110
MFS Value Fund – Class R5		103,616		3,778,856
T. Rowe Price Dividend Growth Fund, Inc.		40,216		1,517,767
T. Rowe Price Emerging Markets Stock Fund		80,300		2,710,920
T. Rowe Price International Funds – International Discovery Fund		41,404		2,290,899
T. Rowe Price Small-Cap Value Fund – Class I		16,770		754,633
Templeton Global Bond Fund – Class R6		64,110		761,624
Vanguard FTSE Developed Markets ETF		202,094		7,655,321
Vanguard FTSE Emerging Markets ETF		40,642		1,537,893
Vanguard Total Bond Market ETF		9,336		755,656


Total Investment Companies (cost $72,368,142)				75,474,542


SHORT-TERM INVESTMENTS – 0.6%
Investment Companies – 0.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $441,309)		441,309		441,309


Total Investments – 100.5% (cost $72,809,451)				75,915,851
Other assets less liabilities – (0.5)%				(359,828	)


Net Assets – 100.0%			$	75,556,023


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			71

AB Multi-Manager Select 2035 Fund—Portfolio of Investments

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


72		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2035 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2040 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 100.4%
Funds and Investment Trusts – 100.4%^(a)
AB Concentrated Growth Portfolio – Class Z^(b)		130,512	$	3,856,622
AB Discovery Growth Fund, Inc. – Class Z^(b)		58,614		558,590
AB Discovery Value Fund – Class Z		77,204		1,665,285
AB Global Real Estate Investment Fund II – Class I		211,962		2,183,210
AB High Income Fund, Inc. – Class Z		62,471		548,497
AB Intermediate Bond Portfolio – Class Z		61,705		678,136
AB Relative Value Fund – Class Z		1,517,027		8,571,204
AQR International Defensive Style Fund – Class R6		93,942		1,092,541
AQR Large Cap Defensive Style Fund – Class R6		67,683		1,097,138
AQR Long-Short Equity Fund – Class R6		294,981		3,879,002
AQR Risk-Balanced Commodities Fund – Class R6		244,398		1,627,691
Franklin Growth Fund – Class R6		34,938		2,765,341
iShares Core S&P 500 ETF		7,722		1,767,798
iShares Currency Hedged MSCI Japan ETF		29,005		807,209
iShares Russell 2000 ETF		3,989		539,433
MFS Institutional International Equity Fund		254,380		5,344,534
MFS Value Fund – Class R5		105,855		3,860,519
T. Rowe Price Dividend Growth Fund, Inc.		29,038		1,095,907
T. Rowe Price Emerging Markets Stock Fund		74,219		2,505,625
T. Rowe Price International Funds – International Discovery Fund		29,858		1,652,063
T. Rowe Price Small-Cap Value Fund – Class I		11,963		538,341
Templeton Global Bond Fund – Class R6		46,915		557,353
Vanguard FTSE Developed Markets ETF		162,402		6,151,788
Vanguard FTSE Emerging Markets ETF		29,398		1,112,420
Vanguard Total Bond Market ETF		6,752		546,507


Total Investment Companies (cost $52,616,570)				55,002,754


SHORT-TERM INVESTMENTS – 0.6%
Investment Companies – 0.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $322,390)		322,390		322,390


Total Investments – 101.0% (cost $52,938,960)				55,325,144
Other assets less liabilities – (1.0)%				(572,240	)


Net Assets – 100.0%			$	54,752,904


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			73

AB Multi-Manager Select 2040 Fund—Portfolio of Investments

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


74		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2040 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2045 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.7%
Funds and Investment Trusts – 99.7%^(a)
AB Concentrated Growth Portfolio – Class Z^(b)		106,338	$	3,142,276
AB Discovery Value Fund – Class Z		62,341		1,344,705
AB Global Real Estate Investment Fund II – Class I		173,885		1,791,015
AB Intermediate Bond Portfolio – Class Z		71,262		783,164
AB Relative Value Fund – Class Z		1,311,222		7,408,406
AQR International Defensive Style Fund – Class R6		38,559		448,435
AQR Large Cap Defensive Style Fund – Class R6		27,927		452,695
AQR Long-Short Equity Fund – Class R6		240,342		3,160,491
AQR Risk-Balanced Commodities Strategy LV Fund – Class R6		131,362		874,872
Franklin Growth Fund – Class R6		39,753		3,146,487
iShares Core S&P 500 ETF		6,270		1,435,391
iShares Currency Hedged MSCI Japan ETF		24,133		671,621
iShares Russell 2000 ETF		3,347		452,615
MFS Institutional International Equity Fund		228,952		4,810,286
MFS Value Fund – Class R5		98,328		3,586,028
T. Rowe Price Dividend Growth Fund, Inc.		11,807		445,609
T. Rowe Price Emerging Markets Stock Fund		60,885		2,055,474
T. Rowe Price International Funds – International Discovery Fund		24,450		1,352,826
T. Rowe Price Small Cap Value Fund – Class I		20,050		902,231
Vanguard FTSE Developed Markets ETF		144,488		5,473,205
Vanguard FTSE Emerging Markets ETF		24,116		912,549
Vanguard Total Bond Market ETF		2,674		216,434


Total Investment Companies (cost $42,924,411)				44,866,815


SHORT-TERM INVESTMENTS – 0.5%
Investment Companies – 0.5%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $202,723)		202,723		202,723


Total Investments – 100.2% (cost $43,127,134)				45,069,538
Other assets less liabilities – (0.2)%				(71,304	)


Net Assets – 100.0%			$	44,998,234


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			75

AB Multi-Manager Select 2045 Fund—Portfolio of Investments

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


76		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2045 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2050 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.2%
Funds and Investment Trusts – 99.2%^(a)
AB Concentrated Growth Portfolio – Class Z^(b)		42,250	$	1,248,487
AB Discovery Value Fund – Class Z		24,594		530,497
AB Global Real Estate Investment Fund II – Class I		69,088		711,604
AB Intermediate Bond Portfolio – Class Z		27,846		306,032
AB Relative Value Fund – Class Z		520,967		2,943,462
AQR Long-Short Equity Fund – Class R6		95,492		1,255,719
AQR Risk-Balanced Commodities Fund – Class R6		52,321		348,456
Franklin Growth Fund – Class R6		15,795		1,250,205
iShares Core S&P 500 ETF		3,273		749,288
iShares Currency Hedged MSCI Japan ETF		9,381		261,073
iShares Russell 2000 ETF		1,326		179,315
MFS Institutional International Equity Fund		99,509		2,090,680
MFS Value Fund – Class R5		39,068		1,424,813
T. Rowe Price Emerging Markets Stock Fund		34,943		1,179,680
T. Rowe Price International Funds – International Discovery Fund		9,583		530,263
T. Rowe Price Small-Cap Value Fund – Class I		8,012		360,541
Vanguard FTSE Developed Markets ETF		62,133		2,353,598
Vanguard Total Bond Market ETF		1,114		90,167


Total Investment Companies (cost $17,006,925)				17,813,880


SHORT-TERM INVESTMENTS – 1.1%
Investment Companies – 1.1%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $202,293)		202,293		202,293


Total Investments – 100.3% (cost $17,209,218)				18,016,173
Other assets less liabilities – (0.3)%				(55,365	)


Net Assets – 100.0%			$	17,960,808

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			77

AB Multi-Manager Select 2050 Fund—Portfolio of Investments

AB MULTI-MANAGER SELECT 2055 FUND

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 99.8%
Funds and Investment Trusts – 99.8%^(a)
AB Concentrated Growth Portfolio – Class Z^(b)		44,169	$	1,305,186
AB Discovery Value Fund – Class Z		25,457		549,109
AB Global Real Estate Investment Fund II – Class I		72,504		746,793
AB Intermediate Bond Portfolio – Class Z		29,418		323,304
AB Relative Value Fund – Class Z		543,415		3,070,296
AQR Long-Short Equity Fund – Class R6		99,377		1,306,806
AQR Risk-Balanced Commodities Fund – Class R6		56,530		376,491
Franklin Growth Fund – Class R6		16,472		1,303,728
iShares Core S&P 500 ETF		3,386		775,157
iShares Currency Hedged MSCI Japan ETF		9,765		271,760
iShares Russell 2000 ETF		1,337		180,802
MFS Institutional International Equity Fund		102,945		2,162,877
MFS Value Fund – Class R5		40,773		1,486,970
T. Rowe Price Emerging Markets Stock Fund		36,148		1,220,363
T. Rowe Price International Funds – International Discovery Fund		10,050		556,065
T. Rowe Price Small-Cap Value Fund – Class I		8,196		368,821
Vanguard FTSE Developed Markets ETF		64,662		2,449,397
Vanguard Total Bond Market ETF		1,100		89,034


Total Investment Companies (cost $17,712,618)				18,542,959


SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(a)(c) (cost $129,419)		129,419		129,419


Total Investments – 100.5% (cost $17,842,037)				18,672,378
Other assets less liabilities – (0.5)%				(95,216	)


Net Assets – 100.0%			$	18,577,162

(a)

(b)

Non-income producing security.

(c)

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

Glossary:

ETF

– Exchange Traded Fund

FTSE

– Financial Times Stock Exchange

MSCI

– Morgan Stanley Capital International

See notes to financial statements.


78		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

AB Multi-Manager Select 2055 Fund—Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

January 31, 2017 (unaudited)


	AB Multi-Manager Select Retirement Allocation Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $6,356,815)	$	6,435,332
Affiliated issuers (cost $3,091,662)		3,129,341
Receivable due from Adviser		23,628
Unaffiliated dividends receivable		5,794
Receivable for capital stock sold		3,910
Affiliated dividends receivable		3,350

Total assets		9,601,355

Liabilities
Legal fee payable		11,274
Audit and tax fee payable		4,016
Payable for investments purchased		3,347
Transfer Agent fee payable		2,843
Printing fee payable		2,530
Distribution fee payable		1,977
Directors’ fees payable		1,825
Accrued expenses		1,453

Total liabilities		29,265

Net Assets	$	9,572,090

Composition of Net Assets
Capital stock, at par	$	95
Additional paid-in capital		9,502,015
Undistributed net investment income		18,441
Accumulated net realized loss on investment transactions		(64,657	)
Net unrealized appreciation on investments		116,196

	$	9,572,090

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	275,495		26,228	$	10.50	*

C	$	168,894		16,327	$	10.34

Advisor	$	22,456		2,124	$	10.57

R	$	14,133		1,405	$	10.06

K	$	8,251,608		820,202	$	10.06

I	$	829,172		82,261	$	10.08

Z	$	10,332		1,026	$	10.07

The maximum offering price per share for Class A shares was $10.97 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			79

Statement of Assets & Liabilities


	AB Multi-Manager Select 2010 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $7,962,737)	$	8,186,260
Affiliated issuers (cost $4,040,850)		4,086,799
Receivable for investment securities sold		44,426
Receivable due from Adviser		23,428
Unaffiliated dividends receivable		4,587
Affiliated dividends receivable		4,129
Receivable for capital stock sold		3,293

Total assets		12,352,922

Liabilities
Due to custodian		8,241
Legal fee payable		11,287
Payable for investments purchased		4,075
Printing fee payable		3,982
Audit and tax fee payable		3,142
Distribution fee payable		2,692
Transfer Agent fee payable		2,346
Accrued expenses		3,041

Total liabilities		38,806

Net Assets	$	12,314,116

Composition of Net Assets
Capital stock, at par	$	121
Additional paid-in capital		11,920,673
Undistributed net investment income		29,578
Accumulated net realized gain on investment transactions		94,272
Net unrealized appreciation on investments		269,472

	$	12,314,116

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	338,005		32,037	$	10.55	*

C	$	138,720		13,284	$	10.44

Advisor	$	723,032		69,052	$	10.47

R	$	602,005		59,560	$	10.11

K	$	10,454,662		1,033,761	$	10.11

I	$	47,228		4,673.58	$	10.11

Z	$	10,464		1,033	$	10.13

The maximum offering price per share for Class A shares was $11.02 which reflects a sales charge of 4.25%.

See notes to financial statements.


80		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Assets & Liabilities


	AB Multi-Manager Select 2015 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $26,699,062)	$	27,669,740
Affiliated issuers (cost $14,186,670)		14,429,529
Receivable due from Adviser		24,028
Affiliated dividends receivable		16,585
Receivable for capital stock sold		9,552
Unaffiliated dividends receivable		9,149

Total assets		42,158,583

Liabilities
Payable for capital stock redeemed		184,490
Payable for investments purchased		16,388
Distribution fee payable		9,382
Transfer Agent fee payable		1,921
Accrued expenses		17,587

Total liabilities		229,768

Net Assets	$	41,928,815

Composition of Net Assets
Capital stock, at par	$	410
Additional paid-in capital		40,324,047
Undistributed net investment income		95,296
Accumulated net realized gain on investment transactions		295,525
Net unrealized appreciation on investments		1,213,537

	$	41,928,815

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	2,028,270		194,797	$	10.41	*

C	$	728,978		70,370	$	10.36

Advisor	$	71,999		6,832	$	10.54

R	$	388,283		38,075	$	10.20

K	$	38,359,044		3,759,263	$	10.20

I	$	341,656		33,463	$	10.21

Z	$	10,585		1,037.45	$	10.20

The maximum offering price per share for Class A shares was $10.87 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			81

Statement of Assets & Liabilities


	AB Multi-Manager Select 2020 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $52,862,645)	$	55,012,247
Affiliated issuers (cost $28,405,977)		28,885,921
Affiliated dividends receivable		35,161
Receivable for capital stock sold		34,210
Receivable due from Adviser		22,852
Unaffiliated dividends receivable		13,403

Total assets		84,003,794

Liabilities
Payable for investments purchased		34,727
Payable for capital stock redeemed		25,586
Distribution fee payable		18,415
Legal fee payable		9,824
Printing fee payable		7,682
Transfer Agent out of pocket fee payable		6,826
Transfer Agent fee payable		3,689
Accrued expenses		3,316

Total liabilities		110,065

Net Assets	$	83,893,729

Composition of Net Assets
Capital stock, at par	$	815
Additional paid-in capital		80,701,068
Undistributed net investment income		219,781
Accumulated net realized gain on investment transactions		342,519
Net unrealized appreciation on investments		2,629,546

	$	83,893,729

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	5,260,633		502,338	$	10.47	*

C	$	1,269,155		122,130	$	10.39

Advisor	$	191,687		18,285	$	10.48

R	$	1,977,217		192,586	$	10.27

K	$	72,882,894		7,094,246	$	10.27

I	$	2,301,479		223,869	$	10.28

Z	$	10,664		1,038	$	10.27

The maximum offering price per share for Class A shares was $10.93 which reflects a sales charge of 4.25%.

See notes to financial statements.


82		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Assets & Liabilities


	AB Multi-Manager Select 2025 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $75,010,934)	$	78,200,009
Affiliated issuers (cost $40,067,371)		40,896,612
Affiliated dividends receivable		50,325
Receivable for capital stock sold		37,024
Receivable due from Adviser		24,200
Unaffiliated dividends receivable		10,499

Total assets		119,218,669

Liabilities
Payable for capital stock redeemed		309,671
Payable for investments purchased		49,407
Distribution fee payable		25,559
Transfer Agent fee payable		5,173
Accrued expenses		29,312

Total liabilities		419,122

Net Assets	$	118,799,547

Composition of Net Assets
Capital stock, at par	$	1,150
Additional paid-in capital		113,648,465
Undistributed net investment income		263,770
Accumulated net realized gain on investment transactions		867,846
Net unrealized appreciation on investments		4,018,316

	$	118,799,547

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	4,143,082		393,362	$	10.53	*

C	$	863,460		82,605	$	10.45

Advisor	$	772,411		73,270	$	10.54

R	$	2,831,389		274,883	$	10.30

K	$	107,735,656		10,436,241	$	10.32

I	$	2,418,276		233,945	$	10.34

Z	$	35,273		3,416	$	10.33

The maximum offering price per share for Class A shares was $11.00 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			83

Statement of Assets & Liabilities


	AB Multi-Manager Select 2030 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $53,172,079)	$	55,631,247
Affiliated issuers (cost $27,656,077)		28,314,913
Affiliated dividends receivable		40,061
Receivable for capital stock sold		24,965
Receivable due from Adviser		20,557
Unaffiliated dividends receivable		2,046

Total assets		84,033,789

Liabilities
Payable for capital stock redeemed		1,262,351
Payable for investments purchased		39,299
Distribution fee payable		17,971
Transfer Agent fee payable		3,709
Accrued expenses		30,091

Total liabilities		1,353,421

Net Assets	$	82,680,368

Composition of Net Assets
Capital stock, at par	$	790
Additional paid-in capital		78,545,325
Undistributed net investment income		173,123
Accumulated net realized gain on investment transactions		843,126
Net unrealized appreciation on investments		3,118,004

	$	82,680,368

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	4,948,484		464,159	$	10.66	*

C	$	963,684		91,134	$	10.57

Advisor	$	734,060		68,780	$	10.67

R	$	1,438,467		137,734	$	10.44

K	$	72,378,105		6,927,816	$	10.45

I	$	2,205,339		210,777	$	10.46

Z	$	12,229		1,169	$	10.46

The maximum offering price per share for Class A shares was $11.13 which reflects a sales charge of 4.25%.

See notes to financial statements.


84		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Assets & Liabilities


	AB Multi-Manager Select 2035 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $48,417,419)	$	50,796,304
Affiliated issuers (cost $24,392,032)		25,119,547
Receivable for capital stock sold		42,245
Affiliated dividends receivable		23,652
Receivable due from Adviser		20,731

Total assets		76,002,479

Liabilities
Payable for capital stock redeemed		375,841
Payable for investments purchased		23,199
Distribution fee payable		15,618
Transfer Agent fee payable		3,239
Accrued expenses		28,559

Total liabilities		446,456

Net Assets	$	75,556,023

Composition of Net Assets
Capital stock, at par	$	718
Additional paid-in capital		71,562,741
Undistributed net investment income		131,930
Accumulated net realized gain on investment transactions		754,234
Net unrealized appreciation on investments		3,106,400

	$	75,556,023

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	3,519,133		327,474	$	10.75	*

C	$	1,054,948		99,201	$	10.63

Advisor	$	461,954		42,884	$	10.77

R	$	1,487,217		141,733	$	10.49

K	$	65,260,398		6,205,712	$	10.52

I	$	3,755,363		356,601	$	10.53

Z	$	17,010		1,616	$	10.53

The maximum offering price per share for Class A shares was $11.23 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			85

Statement of Assets & Liabilities


	AB Multi-Manager Select 2040 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $35,139,671)	$	36,941,210
Affiliated issuers (cost $17,799,289)		18,383,934
Receivable for capital stock sold		80,387
Receivable due from Adviser		19,483
Affiliated dividends receivable		4,331

Total assets		55,429,345

Liabilities
Payable for capital stock redeemed		633,671
Distribution fee payable		11,721
Payable for investments purchased		4,265
Transfer Agent fee payable		2,349
Accrued expenses		24,435

Total liabilities		676,441

Net Assets	$	54,752,904

Composition of Net Assets
Capital stock, at par	$	521
Additional paid-in capital		51,709,806
Undistributed net investment income		105,615
Accumulated net realized gain on investment transactions		550,778
Net unrealized appreciation on investments		2,386,184

	$	54,752,904

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	3,056,347		284,712	$	10.73	*

C	$	903,310		84,940	$	10.63

Advisor	$	371,925		34,555	$	10.76

R	$	1,301,077		124,305	$	10.47

K	$	45,926,020		4,373,334	$	10.50

I	$	2,649,360		252,117	$	10.51

Z	$	544,865		51,842	$	10.51

The maximum offering price per share for Class A shares was $11.21 which reflects a sales charge of 4.25%.

See notes to financial statements.


86		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Assets & Liabilities


	AB Multi-Manager Select 2045 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $28,865,897)	$	30,397,249
Affiliated issuers (cost $14,261,237)		14,672,289
Receivable for capital stock sold		65,612
Receivable due from Adviser		20,938
Affiliated dividends receivable		1,861

Total assets		45,157,949

Liabilities
Payable for capital stock redeemed		120,743
Distribution fee payable		9,449
Legal fee payable		8,967
Transfer Agent out of pocket fee payable		8,024
Transfer Agent fee payable		2,015
Payable for investments purchased		1,870
Accrued expenses		8,647

Total liabilities		159,715

Net Assets	$	44,998,234

Composition of Net Assets
Capital stock, at par	$	425
Additional paid-in capital		42,429,939
Undistributed net investment income		82,580
Accumulated net realized gain on investment transactions		542,886
Net unrealized appreciation on investments		1,942,404

	$	44,998,234

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	2,688,450		248,546	$	10.82	*

C	$	306,362		28,352	$	10.81

Advisor	$	28,365		2,606	$	10.88

R	$	2,039,607		193,717	$	10.53

K	$	36,874,934		3,490,205	$	10.57

I	$	2,726,855		257,876	$	10.57

Z	$	333,661		31,575	$	10.57

The maximum offering price per share for Class A shares was $11.30 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			87

Statement of Assets & Liabilities


	AB Multi-Manager Select 2050 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $11,425,747)	$	12,073,798
Affiliated issuers (cost $5,783,471)		5,942,375
Receivable for capital stock sold		108,548
Receivable due from Adviser		22,221
Affiliated dividends receivable		762

Total assets		18,147,704

Liabilities
Payable for capital stock redeemed		158,249
Legal fee payable		10,342
Distribution fee payable		3,609
Transfer Agent fee payable		2,669
Payable for investments purchased		754
Accrued expenses		11,273

Total liabilities		186,896

Net Assets	$	17,960,808

Composition of Net Assets
Capital stock, at par	$	169
Additional paid-in capital		16,932,592
Undistributed net investment income		30,424
Accumulated net realized gain on investment transactions		190,668
Net unrealized appreciation on investments		806,955

	$	17,960,808

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	881,470		80,303	$	10.98	*

C	$	65,052		5,980	$	10.88

Advisor	$	71,425		6,472	$	11.04

R	$	455,008		43,127	$	10.55

K	$	14,717,489		1,391,673	$	10.58

I	$	1,759,218		165,939	$	10.60

Z	$	11,146		1,052	$	10.60

The maximum offering price per share for Class A shares was $11.47 which reflects a sales charge of 4.25%.

See notes to financial statements.


88		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Assets & Liabilities


	AB Multi-Manager Select 2055 Fund
Assets
Investments in Underlying Portfolios, at value
Unaffiliated issuers (cost $11,895,834)	$	12,548,271
Affiliated issuers (cost $5,946,203)		6,124,107
Receivable due from Adviser		22,570
Receivable for capital stock sold		9,234
Affiliated dividends receivable		775

Total assets		18,704,957

Liabilities
Payable for capital stock redeemed		85,630
Payable for investments purchased		15,368
Legal fee payable		10,270
Distribution fee payable		3,656
Transfer Agent fee payable		2,838
Accrued expenses		10,033

Total liabilities		127,795

Net Assets	$	18,577,162

Composition of Net Assets
Capital stock, at par	$	176
Additional paid-in capital		17,551,498
Undistributed net investment income		30,984
Accumulated net realized gain on investment transactions		164,163
Net unrealized appreciation on investments		830,341

	$	18,577,162

Net Asset Value Per Share—10 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	690,376		63,602	$	10.85	*

C	$	124,556		11,615	$	10.72

Advisor	$	489,328		44,642	$	10.96

R	$	81,027		7,721	$	10.49

K	$	15,927,464		1,516,124	$	10.51

I	$	1,252,626		118,925	$	10.53

Z	$	11,785		1,119.69	$	10.53

The maximum offering price per share for Class A shares was $11.33 which reflects a sales charge of 4.25%.

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			89

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended January 31, 2017 (unaudited)


	AB Multi-Manager Select Retirement Allocation Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	83,733
Income distributions from affiliated Underlying Portfolios		69,033		$	152,766

Expenses
Advisory fee (see Note B)		7,216
Distribution fee – Class A		452
Distribution fee – Class C		726
Distribution fee – Class R		112
Distribution fee – Class K		10,376
Transfer agency – Class A		5,321
Transfer agency – Class C		2,235
Transfer agency – Advisor Class		330
Transfer agency – Class R		56
Transfer agency – Class K		8,301
Transfer agency – Class I		442
Transfer agency – Class Z		1
Registration fees		42,730
Custodian		34,413
Audit and tax		17,410
Legal		15,733
Directors’ fees		12,678
Printing		2,817
Miscellaneous		3,315

Total expenses		164,664
Less: expenses waived and reimbursed by the Adviser (see Note B)		(144,887	)

Net expenses					19,777

Net investment income					132,989

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					9,878
Unaffiliated Underlying Portfolios					26,231
Net realized gain distributions from:
Affiliated Underlying Portfolios					14,671
Unaffiliated Underlying Portfolios					17,616
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(68,215	)
Unaffiliated Underlying Portfolios					(71,328	)

Net loss on investment transactions					(71,147	)

Net Increase in Net Assets from Operations				$	61,842

See notes to financial statements.


90		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations


	AB Multi-Manager Select 2010 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	125,474
Income distributions from affiliated Underlying Portfolios		102,323		$	227,797

Expenses
Advisory fee (see Note B)		10,805
Distribution fee – Class A		609
Distribution fee – Class C		551
Distribution fee – Class R		1,492
Distribution fee – Class K		15,577
Transfer agency – Class A		2,474
Transfer agency – Class C		587
Transfer agency – Advisor Class		3,735
Transfer agency – Class R		776
Transfer agency – Class K		12,461
Transfer agency – Class I		7
Transfer agency – Class Z		1
Registration fees		42,801
Custodian		34,545
Audit and tax		16,238
Legal		15,769
Directors’ fees		12,678
Printing		3,988
Miscellaneous		2,436

Total expenses		177,530
Less: expenses waived and reimbursed by the Adviser (see Note B)		(147,856	)

Net expenses					29,674

Net investment income					198,123

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					37,385
Unaffiliated Underlying Portfolios					127,208
Net realized gain distributions from:
Affiliated Underlying Portfolios					19,353
Unaffiliated Underlying Portfolios					33,098
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(139,396	)
Unaffiliated Underlying Portfolios					(129,990	)

Net loss on investment transactions					(52,342	)

Net Increase in Net Assets from Operations				$	145,781

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			91

Statement of Operations


	AB Multi-Manager Select 2015 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	414,348
Income distributions from affiliated Underlying Portfolios		323,534		$	737,882

Expenses
Advisory fee (see Note B)		33,571
Distribution fee – Class A		3,548
Distribution fee – Class C		3,640
Distribution fee – Class R		953
Distribution fee – Class K		50,231
Transfer agency – Class A		1,868
Transfer agency – Class C		507
Transfer agency – Advisor Class		49
Transfer agency – Class R		496
Transfer agency – Class K		40,185
Transfer agency – Class I		324
Transfer agency – Class Z		1
Registration fees		42,781
Custodian		34,834
Legal		15,769
Audit and tax		15,340
Directors’ fees		12,678
Printing		4,599
Miscellaneous		2,910

Total expenses		264,284
Less: expenses waived and reimbursed by the Adviser (see Note B)		(172,509	)

Net expenses					91,775

Net investment income					646,107

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					89,593
Unaffiliated Underlying Portfolios					439,119
Net realized gain distributions from:
Affiliated Underlying Portfolios					62,205
Unaffiliated Underlying Portfolios					115,264
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(331,507	)
Unaffiliated Underlying Portfolios					(287,498	)

Net gain on investment transactions					87,176

Net Increase in Net Assets from Operations				$	733,283

See notes to financial statements.


92		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations


	AB Multi-Manager Select 2020 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	810,183
Income distributions from affiliated Underlying Portfolios		659,809		$	1,469,992

Expenses
Advisory fee (see Note B)		63,735
Distribution fee – Class A		8,506
Distribution fee – Class C		6,355
Distribution fee – Class R		5,085
Distribution fee – Class K		90,338
Transfer agency – Class A		3,600
Transfer agency – Class C		694
Transfer agency – Advisor Class		104
Transfer agency – Class R		2,644
Transfer agency – Class K		72,271
Transfer agency – Class I		1,439
Transfer agency – Class Z		1
Registration fees		43,020
Custodian		35,197
Legal		15,769
Audit and tax		15,340
Directors’ fees		12,678
Printing		9,092
Miscellaneous		3,774

Total expenses		389,642
Less: expenses waived and reimbursed by the Adviser (see Note B)		(194,801	)

Net expenses					194,841

Net investment income					1,275,151

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					110,039
Unaffiliated Underlying Portfolios					668,336
Net realized gain distributions from:
Affiliated Underlying Portfolios					211,371
Unaffiliated Underlying Portfolios					231,078
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(458,919	)
Unaffiliated Underlying Portfolios					(80,890	)

Net gain on investment transactions					681,015

Net Increase in Net Assets from Operations				$	1,956,166

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			93

Statement of Operations


	AB Multi-Manager Select 2025 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	1,201,809
Income distributions from affiliated Underlying Portfolios		929,714		$	2,131,523

Expenses
Advisory fee (see Note B)		89,962
Distribution fee – Class A		8,191
Distribution fee – Class C		4,210
Distribution fee – Class R		7,017
Distribution fee – Class K		133,000
Transfer agency – Class A		3,928
Transfer agency – Class C		599
Transfer agency – Advisor Class		496
Transfer agency – Class R		3,649
Transfer agency – Class K		106,400
Transfer agency – Class I		1,544
Transfer agency – Class Z		2
Registration fees		43,101
Custodian		35,480
Legal		15,777
Audit and tax		15,340
Directors’ fees		12,006
Printing		8,241
Miscellaneous		3,526

Total expenses		492,469
Less: expenses waived and reimbursed by the Adviser (see Note B)		(226,716	)

Net expenses					265,753

Net investment income					1,865,770

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					110,077
Unaffiliated Underlying Portfolios					1,209,498
Net realized gain distributions from:
Affiliated Underlying Portfolios					389,096
Unaffiliated Underlying Portfolios					380,377
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(414,172	)
Unaffiliated Underlying Portfolios					(77,299	)

Net gain on investment transactions					1,597,577

Net Increase in Net Assets from Operations				$	3,463,347

See notes to financial statements.


94		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations


	AB Multi-Manager Select 2030 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	850,658
Income distributions from affiliated Underlying Portfolios		665,382		$	1,516,040

Expenses
Advisory fee (see Note B)		64,469
Distribution fee – Class A		8,460
Distribution fee – Class C		4,715
Distribution fee – Class R		4,421
Distribution fee – Class K		90,720
Transfer agency – Class A		4,129
Transfer agency – Class C		643
Transfer agency – Advisor Class		460
Transfer agency – Class R		2,299
Transfer agency – Class K		72,576
Transfer agency – Class I		1,860
Transfer agency – Class Z		1
Registration fees		42,936
Custodian		35,069
Legal		15,777
Audit and tax		15,340
Directors’ fees		11,102
Printing		10,129
Miscellaneous		3,234

Total expenses		388,340
Less: expenses waived and reimbursed by the Adviser (see Note B)		(181,614	)

Net expenses					206,726

Net investment income					1,309,314

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					202,522
Unaffiliated Underlying Portfolios					960,582
Net realized gain distributions from:
Affiliated Underlying Portfolios					330,474
Unaffiliated Underlying Portfolios					306,283
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					(135,444	)
Unaffiliated Underlying Portfolios					219,413

Net gain on investment transactions					1,883,830

Net Increase in Net Assets from Operations				$	3,193,144

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			95

Statement of Operations


	AB Multi-Manager Select 2035 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	722,835
Income distributions from affiliated Underlying Portfolios		551,225		$	1,274,060

Expenses
Advisory fee (see Note B)		54,079
Distribution fee – Class A		6,870
Distribution fee – Class C		5,106
Distribution fee – Class R		3,684
Distribution fee – Class K		75,381
Transfer agency – Class A		4,069
Transfer agency – Class C		853
Transfer agency – Advisor Class		366
Transfer agency – Class R		1,916
Transfer agency – Class K		60,305
Transfer agency – Class I		2,005
Transfer agency – Class Z		1
Registration fees		43,027
Custodian		34,763
Legal		15,777
Audit and tax		15,340
Directors’ fees		11,895
Printing		9,638
Miscellaneous		3,101

Total expenses		348,176
Less: expenses waived and reimbursed by the Adviser (see Note B)		(171,219	)

Net expenses					176,957

Net investment income					1,097,103

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					167,425
Unaffiliated Underlying Portfolios					647,772
Net realized gain distributions from:
Affiliated Underlying Portfolios					379,968
Unaffiliated Underlying Portfolios					286,532
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					30,752
Unaffiliated Underlying Portfolios					454,308

Net gain on investment transactions					1,966,757

Net Increase in Net Assets from Operations				$	3,063,860

See notes to financial statements.


96		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations


	AB Multi-Manager Select 2040 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	571,509
Income distributions from affiliated Underlying Portfolios		363,724		$	935,233

Expenses
Advisory fee (see Note B)		43,035
Distribution fee – Class A		6,227
Distribution fee – Class C		4,366
Distribution fee – Class R		3,169
Distribution fee – Class K		58,718
Transfer agency – Class A		3,946
Transfer agency – Class C		826
Transfer agency – Advisor Class		312
Transfer agency – Class R		1,647
Transfer agency – Class K		46,975
Transfer agency – Class I		1,450
Transfer agency – Class Z		53
Registration fees		42,782
Custodian		34,667
Legal		15,777
Audit and tax		15,340
Directors’ fees		12,082
Printing		7,854
Miscellaneous		3,399

Total expenses		302,625
Less: expenses waived and reimbursed by the Adviser (see Note B)		(153,042	)

Net expenses					149,583

Net investment income					785,650

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					55,686
Unaffiliated Underlying Portfolios					509,080
Net realized gain distributions from:
Affiliated Underlying Portfolios					388,901
Unaffiliated Underlying Portfolios					239,658
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					221,290
Unaffiliated Underlying Portfolios					343,667

Net gain on investment transactions					1,758,282

Net Increase in Net Assets from Operations				$	2,543,932

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			97

Statement of Operations


	AB Multi-Manager Select 2045 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	432,656
Income distributions from affiliated Underlying Portfolios		283,680		$	716,336

Expenses
Advisory fee (see Note B)		33,551
Distribution fee – Class A		4,867
Distribution fee – Class C		1,482
Distribution fee – Class R		4,925
Distribution fee – Class K		44,591
Transfer agency – Class A		5,721
Transfer agency – Class C		487
Transfer agency – Advisor Class		50
Transfer agency – Class R		2,561
Transfer agency – Class K		35,673
Transfer agency – Class I		1,528
Transfer agency – Class Z		32
Registration fees		42,945
Custodian		34,534
Legal		15,777
Audit and tax		15,340
Directors’ fees		12,678
Printing		7,618
Miscellaneous		3,286

Total expenses		267,646
Less: expenses waived and reimbursed by the Adviser (see Note B)		(153,961	)

Net expenses					113,685

Net investment income					602,651

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					67,106
Unaffiliated Underlying Portfolios					407,384
Net realized gain distributions from:
Affiliated Underlying Portfolios					321,098
Unaffiliated Underlying Portfolios					228,434
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					145,610
Unaffiliated Underlying Portfolios					361,637

Net gain on investment transactions					1,531,269

Net Increase in Net Assets from Operations				$	2,133,920

See notes to financial statements.


98		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations


	AB Multi-Manager Select 2050 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	176,574
Income distributions from affiliated Underlying Portfolios		119,988		$	296,562

Expenses
Advisory fee (see Note B)		13,705
Distribution fee – Class A		1,298
Distribution fee – Class C		283
Distribution fee – Class R		1,083
Distribution fee – Class K		18,875
Transfer agency – Class A		6,528
Transfer agency – Class C		395
Transfer agency – Advisor Class		449
Transfer agency – Class R		563
Transfer agency – Class K		15,100
Transfer agency – Class I		939
Transfer agency – Class Z		1
Registration fees		42,733
Custodian		34,190
Audit and tax		16,238
Legal		15,769
Directors’ fees		12,678
Printing		5,724
Miscellaneous		2,353

Total expenses		188,904
Less: expenses waived and reimbursed by the Adviser (see Note B)		(142,858	)

Net expenses					46,046

Net investment income					250,516

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					25,039
Unaffiliated Underlying Portfolios					142,842
Net realized gain distributions from:
Affiliated Underlying Portfolios					136,202
Unaffiliated Underlying Portfolios					91,948
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					65,590
Unaffiliated Underlying Portfolios					196,417

Net gain on investment transactions					658,038

Net Increase in Net Assets from Operations				$	908,554

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			99

Statement of Operations


	AB Multi-Manager Select 2055 Fund
Investment Income
Dividends
Income distributions from unaffiliated Underlying Portfolios	$	173,495
Income distributions from affiliated Underlying Portfolios		118,289		$	291,784

Expenses
Advisory fee (see Note B)		13,684
Distribution fee – Class A		1,011
Distribution fee – Class C		428
Distribution fee – Class R		164
Distribution fee – Class K		19,710
Transfer agency – Class A		4,343
Transfer agency – Class C		494
Transfer agency – Advisor Class		2,624
Transfer agency – Class R		87
Transfer agency – Class K		15,768
Transfer agency – Class I		614
Transfer agency – Class Z		1
Registration fees		42,788
Custodian		34,220
Audit and tax		16,238
Legal		15,777
Directors’ fees		12,678
Printing		6,070
Miscellaneous		2,562

Total expenses		189,261
Less: expenses waived and reimbursed by the Adviser (see Note B)		(143,496	)

Net expenses					45,765

Net investment income					246,019

Realized and Unrealized Gain on Investment Transactions
Net realized gain on:
Affiliated Underlying Portfolios					23,435
Unaffiliated Underlying Portfolios					135,145
Net realized gain distributions from:
Affiliated Underlying Portfolios					133,999
Unaffiliated Underlying Portfolios					90,682
Net change in unrealized appreciation/depreciation in:
Affiliated Underlying Portfolios					64,986
Unaffiliated Underlying Portfolios					194,077

Net gain on investment transactions					642,324

Net Increase in Net Assets from Operations				$	888,343

See notes to financial statements.


100		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	AB Multi-Manager Select Retirement Allocation Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	132,989		$	157,559
Net realized gain (loss) on Underlying Portfolios		36,109			(217,074	)
Net realized gain distributions from Underlying Portfolios		32,287			84,535
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		(139,543	)		255,905
Contributions from Affiliates		– 0	–		53

Net increase in net assets from operations		61,842			280,978
Dividends and Distributions to Shareholders from
Net investment income
Class A		– 0	–		(895	)
Class R		(729	)		(249	)
Class K		(156,811	)		(81,657	)
Class I		(17,281	)		(17,120	)
Class Z		(234	)		(109	)
Net realized gain on investment transactions
Class A		– 0	–		(283	)
Class C		– 0	–		(63	)
Advisor Class		– 0	–		(6	)
Class R		– 0	–		(18	)
Class K		– 0	–		(4,771	)
Class I		– 0	–		(965	)
Class Z		– 0	–		(6	)
Capital Stock Transactions
Net increase		81,024			7,714,437

Total increase (decrease)		(32,189	)		7,889,273
Net Assets
Beginning of period		9,604,279			1,715,006

End of period (including undistributed net investment income of $18,441 and $60,507, respectively)	$	9,572,090		$	9,604,279

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			101

Statement of Changes in Net Assets


	AB Multi-Manager Select 2010 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	198,123		$	276,811
Net realized gain (loss) on Underlying Portfolios		164,593			(218,217	)
Net realized gain distributions from Underlying Portfolios		52,451			136,673
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		(269,386	)		537,944
Contributions from Affiliates		– 0	–		112

Net increase in net assets from operations		145,781			733,323
Dividends and Distributions to Shareholders from
Net investment income
Class A		(420	)		(5,458	)
Class C		– 0	–		(451	)
Advisor Class		(10,370	)		(3,238	)
Class R		(10,769	)		(5,553	)
Class K		(230,069	)		(155,650	)
Class I		(610	)		(10,521	)
Class Z		(265	)		(112	)
Net realized gain on investment transactions
Class A		(1,101	)		(1,013	)
Class C		(321	)		(301	)
Advisor Class		(2,149	)		(725	)
Class R		(1,827	)		(750	)
Class K		(34,560	)		(19,746	)
Class I		(70	)		(1,308	)
Class Z		(32	)		(14	)
Capital Stock Transactions
Net increase (decrease)		(2,860,106	)		13,173,107

Total increase (decrease)		(3,006,888	)		13,701,590
Net Assets
Beginning of period		15,321,004			1,619,414

End of period (including undistributed net investment income of $29,578 and $83,958, respectively)	$	12,314,116		$	15,321,004

See notes to financial statements.


102		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Changes in Net Assets


	AB Multi-Manager Select 2015 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	646,107		$	875,880
Net realized gain (loss) on Underlying Portfolios		528,712			(607,154	)
Net realized gain distributions from Underlying Portfolios		177,469			427,076
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		(619,005	)		1,841,266
Contributions from Affiliates		– 0	–		409

Net increase in net assets from operations		733,283			2,537,477
Dividends and Distributions to Shareholders from
Net investment income
Class A		(34,876	)		(44,721	)
Class C		(9,155	)		(5,527	)
Advisor Class		(1,595	)		(92	)
Class R		(6,163	)		(5,374	)
Class K		(764,529	)		(539,098	)
Class I		(13,513	)		(17,211	)
Class Z		(257	)		(146	)
Net realized gain on investment transactions
Class A		(10,425	)		(848	)
Class C		(3,838	)		(192	)
Advisor Class		(365	)		(16	)
Class R		(2,037	)		(109	)
Class K		(205,519	)		(9,787	)
Class I		(3,065	)		(301	)
Class Z		(57	)		(3	)
Capital Stock Transactions
Net increase (decrease)		(4,680,274	)		39,408,217

Total increase (decrease)		(5,002,385	)		41,322,269
Net Assets
Beginning of period		46,931,200			5,608,931

End of period (including undistributed net investment income of $95,296 and $279,277, respectively)	$	41,928,815		$	46,931,200

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			103

Statement of Changes in Net Assets


	AB Multi-Manager Select 2020 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,275,151		$	1,496,809
Net realized gain (loss) on Underlying Portfolios		778,375			(1,327,076	)
Net realized gain distributions from Underlying Portfolios		442,449			893,647
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		(539,809	)		3,186,030
Contributions from Affiliates		– 0	–		737

Net increase in net assets from operations		1,956,166			4,250,147
Dividends and Distributions to Shareholders from
Net investment income
Class A		(88,088	)		(96,845	)
Class C		(14,696	)		(11,090	)
Advisor Class		(4,135	)		(2,646	)
Class R		(26,966	)		(33,802	)
Class K		(1,331,949	)		(879,682	)
Class I		(49,437	)		(43,894	)
Class Z		(238	)		(146	)
Net realized gain on investment transactions
Class A		(25,316	)		(4,254	)
Class C		(6,210	)		(642	)
Advisor Class		(947	)		(118	)
Class R		(9,845	)		(1,495	)
Class K		(359,437	)		(37,691	)
Class I		(11,434	)		(1,806	)
Class Z		(53	)		(6	)
Capital Stock Transactions
Net increase (decrease)		(3,240,170	)		74,929,382

Total increase (decrease)		(3,212,755	)		78,065,412
Net Assets
Beginning of period		87,106,484			9,041,072

End of period (including undistributed net investment income of $219,781 and $460,139, respectively)	$	83,893,729		$	87,106,484

See notes to financial statements.


104		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Changes in Net Assets


	AB Multi-Manager Select 2025 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,865,770		$	1,903,413
Net realized gain (loss) on Underlying Portfolios		1,319,575			(1,699,406	)
Net realized gain distributions from Underlying Portfolios		769,473			1,352,542
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		(491,471	)		4,553,207
Contributions from Affiliates		– 0	–		1,004

Net increase in net assets from operations		3,463,347			6,110,760
Dividends and Distributions to Shareholders from
Net investment income
Class A		(58,560	)		(113,937	)
Class C		(9,756	)		(6,315	)
Advisor Class		(15,502	)		(10,931	)
Class R		(41,732	)		(37,348	)
Class K		(1,894,206	)		(1,246,162	)
Class I		(54,800	)		(45,386	)
Class Z		(755	)		(153	)
Net realized gain on investment transactions
Class A		(29,013	)		(2,309	)
Class C		(6,180	)		(175	)
Advisor Class		(5,471	)		(231	)
Class R		(20,866	)		(786	)
Class K		(780,630	)		(25,044	)
Class I		(19,261	)		(878	)
Class Z		(255	)		(3	)
Capital Stock Transactions
Net increase (decrease)		(3,879,289	)		104,712,301

Total increase (decrease)		(3,352,929	)		109,333,403
Net Assets
Beginning of period		122,152,476			12,819,073

End of period (including undistributed net investment income of $263,770 and $473,311, respectively)	$	118,799,547		$	122,152,476

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			105

Statement of Changes in Net Assets


	AB Multi-Manager Select 2030 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,309,314		$	1,256,770
Net realized gain (loss) on Underlying Portfolios		1,163,104			(1,306,997	)
Net realized gain distributions from Underlying Portfolios		636,757			1,101,209
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		83,969			3,055,202
Contributions from Affiliates		– 0	–		708

Net increase in net assets from operations		3,193,144			4,106,892
Dividends and Distributions to Shareholders from
Net investment income
Class A		(67,828	)		(100,804	)
Class C		(9,903	)		(6,588	)
Advisor Class		(13,562	)		(9,280	)
Class R		(21,869	)		(26,331	)
Class K		(1,194,305	)		(858,218	)
Class I		(67,735	)		(37,057	)
Class Z		(240	)		(152	)
Net realized gain on investment transactions
Class A		(41,193	)		(4,143	)
Class C		(8,018	)		(337	)
Advisor Class		(6,109	)		(378	)
Class R		(15,399	)		(1,118	)
Class K		(636,869	)		(34,425	)
Class I		(30,156	)		(1,426	)
Class Z		(105	)		(6	)
Capital Stock Transactions
Net increase (decrease)		(4,077,368	)		73,094,721

Total increase (decrease)		(2,997,515	)		76,121,350
Net Assets
Beginning of period		85,677,883			9,556,533

End of period (including undistributed net investment income of $173,123 and $239,251, respectively)	$	82,680,368		$	85,677,883

See notes to financial statements.


106		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Changes in Net Assets


	AB Multi-Manager Select 2035 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,097,103		$	850,195
Net realized gain (loss) on Underlying Portfolios		815,197			(1,179,767	)
Net realized gain distributions from Underlying Portfolios		666,500			1,023,613
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		485,060			2,610,836
Contributions from Affiliates		– 0	–		580

Net increase in net assets from operations		3,063,860			3,305,457
Dividends and Distributions to Shareholders from
Net investment income
Class A		(36,140	)		(87,915	)
Class C		(8,011	)		(7,857	)
Advisor Class		(7,300	)		(4,715	)
Class R		(16,201	)		(18,346	)
Class K		(836,846	)		(702,701	)
Class I		(60,400	)		(54,125	)
Class Z		(275	)		(159	)
Net realized gain on investment transactions
Class A		(27,220	)		(2,536	)
Class C		(8,139	)		(291	)
Advisor Class		(3,474	)		(178	)
Class R		(11,632	)		(543	)
Class K		(480,016	)		(19,834	)
Class I		(28,468	)		(1,467	)
Class Z		(124	)		(4	)
Capital Stock Transactions
Net increase		2,659,140			60,431,624

Total increase		4,198,754			62,836,410
Net Assets
Beginning of period		71,357,269			8,520,859

End of period (including undistributed net investment income of $131,930 and $0, respectively)	$	75,556,023		$	71,357,269

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			107

Statement of Changes in Net Assets


	AB Multi-Manager Select 2040 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	785,650		$	570,074
Net realized gain (loss) on Underlying Portfolios		564,766			(1,009,651	)
Net realized gain distributions from Underlying Portfolios		628,559			915,613
Net change in unrealized appreciation/depreciation of Underlying Portfolios		564,957			1,782,987
Contributions from Affiliates		– 0	–		355

Net increase in net assets from operations		2,543,932			2,259,378
Dividends and Distributions to Shareholders from
Net investment income
Class A		(22,743	)		(80,802	)
Class C		(6,144	)		(4,005	)
Advisor Class		(5,361	)		(1,428	)
Class R		(13,274	)		(14,549	)
Class K		(584,318	)		(570,126	)
Class I		(39,695	)		(37,557	)
Class Z		(8,500	)		(7,672	)
Net realized gain on investment transactions
Class A		(21,120	)		(2,567	)
Class C		(6,520	)		(185	)
Advisor Class		(2,596	)		(66	)
Class R		(9,662	)		(455	)
Class K		(354,310	)		(17,633	)
Class I		(19,137	)		(1,114	)
Class Z		(3,954	)		(229	)
Capital Stock Transactions
Net increase (decrease)		(5,339,091	)		46,817,772

Total increase (decrease)		(3,892,493	)		48,338,762
Net Assets
Beginning of period		58,645,397			10,306,635

End of period (including undistributed net investment income of $105,615 and $0, respectively)	$	54,752,904		$	58,645,397

See notes to financial statements.


108		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Changes in Net Assets


	AB Multi-Manager Select 2045 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	602,651		$	412,158
Net realized gain (loss) on Underlying Portfolios		474,490			(755,895	)
Net realized gain distributions from Underlying Portfolios		549,532			686,658
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		507,247			1,413,243
Contributions from Affiliates		– 0	–		90

Net increase in net assets from operations		2,133,920			1,756,254
Dividends and Distributions to Shareholders from
Net investment income
Class A		(15,732	)		(74,138	)
Class C		(1,036	)		(812	)
Advisor Class		(347	)		(292	)
Class R		(19,126	)		(29,399	)
Class K		(438,618	)		(407,986	)
Class I		(40,162	)		(45,213	)
Class Z		(5,050	)		(5,307	)
Net realized gain on investment transactions
Class A		(15,285	)		(2,518	)
Class C		(1,803	)		(143	)
Advisor Class		(167	)		(20	)
Class R		(12,525	)		(972	)
Class K		(225,030	)		(13,403	)
Class I		(16,592	)		(1,429	)
Class Z		(2,003	)		(168	)
Capital Stock Transactions
Net increase (decrease)		(273,809	)		35,055,873

Total increase		1,066,635			36,230,327
Net Assets
Beginning of period		43,931,599			7,701,272

End of period (including undistributed net investment income of $82,580 and $0, respectively)	$	44,998,234		$	43,931,599

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			109

Statement of Changes in Net Assets


	AB Multi-Manager Select 2050 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	250,516		$	155,434
Net realized gain (loss) on Underlying Portfolios		167,881			(327,393	)
Net realized gain distributions from Underlying Portfolios		228,150			251,203
Net change in unrealized appreciation/depreciation of Underlying Portfolios		262,007			521,553

Net increase in net assets from operations		908,554			600,797
Dividends and Distributions to Shareholders from
Net investment income
Class A		– 0	–		(5,375	)
Advisor Class		(462	)		– 0	–
Class R		(4,942	)		(1,213	)
Class K		(189,810	)		(161,613	)
Class I		(24,707	)		(30,681	)
Class Z		(171	)		(150	)
Net realized gain on investment transactions
Class A		(3,875	)		(497	)
Class C		(292	)		(14	)
Advisor Class		(326	)		(13	)
Class R		(2,216	)		(64	)
Class K		(76,402	)		(7,889	)
Class I		(8,083	)		(1,442	)
Class Z		(54	)		(7	)
Capital Stock Transactions
Net increase (decrease)		(282,231	)		14,513,283

Total increase		314,983			14,905,122
Net Assets
Beginning of period		17,645,825			2,740,703

End of period (including undistributed net investment income of $30,424 and $0, respectively)	$	17,960,808		$	17,645,825

See notes to financial statements.


110		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Statement of Changes in Net Assets


	AB Multi-Manager Select 2055 Fund
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment income	$	246,019		$	137,779
Net realized gain (loss) on Underlying Portfolios		158,580			(300,583	)
Net realized gain distributions from Underlying Portfolios		224,681			221,049
Net change in unrealized appreciation/depreciation of investments in Underlying Portfolios		259,063			531,795

Net increase in net assets from operations		888,343			590,040
Dividends and Distributions to Shareholders from
Net investment income
Class A		– 0	–		(6,120	)
Class C		– 0	–		(1,395	)
Advisor Class		(1,691	)		(1,463	)
Class R		(809	)		(309	)
Class K		(195,029	)		(139,487	)
Class I		(17,327	)		(23,596	)
Class Z		(179	)		(178	)
Net realized gain on investment transactions
Class A		(3,750	)		(548	)
Class C		(552	)		(176	)
Advisor Class		(2,811	)		(441	)
Class R		(446	)		(27	)
Class K		(95,602	)		(10,174	)
Class I		(6,897	)		(1,663	)
Class Z		(69	)		(13	)
Capital Stock Transactions
Net increase		894,959			13,998,853

Total increase		1,458,140			14,403,303
Net Assets
Beginning of period		17,119,022			2,715,719

End of period (including undistributed net investment income of $30,984 and $0, respectively)	$	18,577,162		$	17,119,022

See notes to financial statements.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			111

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

January 31, 2017 (unaudited)

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company currently comprised of 27 portfolios. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Multi-Manager Select Retirement Allocation Fund, AB Multi-Manager Select 2010 Fund, AB Multi-Manager Select 2015 Fund, AB Multi-Manager Select 2020 Fund, AB Multi-Manager Select 2025 Fund, AB Multi-Manager Select 2030 Fund, AB Multi-Manager Select 2035 Fund, AB Multi-Manager Select 2040 Fund, AB Multi-Manager Select 2045 Fund, AB Multi-Manager Select 2050 Fund and AB Multi-Manager Select 2055 Fund (the “Funds”), each a non-diversified portfolio. The Funds have authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class 1 and Class 2 shares. Class B, Class 1 and Class 2 shares are not currently offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The Funds invest primarily in a combination of portfolios managed by the Adviser and by certain unaffiliated third parties (the “Underlying Portfolios”). In order to implement the Funds’ investment strategies, Morningstar Investment Management LLC, the Funds’ sub-adviser, selects Underlying Portfolios for investment by the Funds from among AB Mutual Funds and funds offered by other fund complexes that have entered into a participation agreement or similar agreement with the Funds. 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. Each 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 Funds.


112		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

1. Security Valuation

Net asset value per share of the Funds, which may be based on the NAVs of the Underlying Portfolios, is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m., Eastern Time. Investments in the Underlying Portfolios are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Funds 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. 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 Funds. Unobservable inputs reflect the Funds’ 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 Funds’ own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Funds’ investments by the above fair value hierarchy levels as of January 31, 2017:

Investments in Underlying
Portfolios:

Level 1

Level 2

Level 3

Total

AB Multi-Manager Select Retirement Allocation Fund

Investment Companies

9,538,908

– 0

–

– 0

–

9,538,908

Short-Term Investments

25,765

– 0

–

– 0

–

25,765

Total^(a)

9,564,673

– 0

–

– 0

–

9,564,673

AB Multi-Manager Select 2010 Fund

Investment Companies

12,273,059

– 0

–

– 0

–

12,273,059

Total^(a)

12,273,059

– 0

–

– 0

–

12,273,059


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			113

Notes to Financial Statements

Investments in Underlying
Portfolios:

Level 1

Level 2

Level 3

Total

AB Multi-Manager Select 2015 Fund

Investment Companies

41,962,858

– 0

–

– 0

–

41,962,858

Short-Term Investments

136,411

– 0

–

– 0

–

136,411

Total^(a)

42,099,269

– 0

–

– 0

–

42,099,269

AB Multi-Manager Select 2020 Fund

Investment Companies

83,343,815

– 0

–

– 0

–

83,343,815

Short-Term Investments

554,353

– 0

–

– 0

–

554,353

Total^(a)

83,898,168

– 0

–

– 0

–

83,898,168

AB Multi-Manager Select 2025 Fund

Investment Companies

118,495,530

– 0

–

– 0

–

118,495,530

Short-Term Investments

601,091

– 0

–

– 0

–

601,091

Total^(a)

119,096,621

– 0

–

– 0

–

119,096,621

AB Multi-Manager Select 2030 Fund

Investment Companies

83,837,108

– 0

–

– 0

–

83,837,108

Short-Term Investments

109,052

– 0

–

– 0

–

109,052

Total^(a)

83,946,160

– 0

–

– 0

–

83,946,160

AB Multi-Manager Select 2035 Fund

Investment Companies

75,474,542

– 0

–

– 0

–

75,474,542

Short-Term Investments

441,309

– 0

–

– 0

–

441,309

Total^(a)

75,915,851

– 0

–

– 0

–

75,915,851

AB Multi-Manager Select 2040 Fund

Investment Companies

55,002,754

– 0

–

– 0

–

55,002,754

Short-Term Investments

322,390

– 0

–

– 0

–

322,390

Total^(a)

55,325,144

– 0

–

– 0

–

55,325,144

AB Multi-Manager Select 2045 Fund

Investment Companies

44,866,815

– 0

–

– 0

–

44,866,815

Short-Term Investments

202,723

– 0

–

– 0

–

202,723

Total^(a)

45,069,538

– 0

–

– 0

–

45,069,538

AB Multi-Manager Select 2050 Fund

Investment Companies

17,813,880

– 0

–

– 0

–

17,813,880

Short-Term Investments

202,293

– 0

–

– 0

–

202,293

Total^(a)

18,016,173

– 0

–

– 0

–

18,016,173

AB Multi-Manager Select 2055 Fund

Investment Companies

18,542,959

– 0

–

– 0

–

18,542,959

Short-Term Investments

129,419

– 0

–

– 0

–

129,419

Total^(a)

18,672,378

– 0

–

– 0

–

18,672,378

(a)

There were no transfers between any levels during the reporting period.


114		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

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

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

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

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

3. Taxes

It is each 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.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			115

Notes to Financial Statements

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

4. Investment Income and Investment Transactions

Income and capital gain distributions from the Underlying Portfolios, if any, are recorded on the ex-dividend date. Transactions in shares of the Underlying Portfolios are accounted for on the trade date. Investment gains and losses are determined on the identified cost basis.

5. Class Allocations

All income earned and expenses incurred by the Funds are borne on a pro-rata basis by each settled class of shares, based on the proportionate interest in the Funds represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses included in the accompanying statements of operations do not include any expenses of the Underlying Portfolios. Expenses of the Company are charged proportionately to each portfolio based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

6. Dividends and Distributions

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

7. Offering Expenses

Offering expenses of $128,722 for each Fund had been deferred and were being amortized on a straight line basis over a one year period.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, each Fund pays the Adviser an advisory fee at an annual rate of .15% of the Funds’ average daily net assets. The fee is accrued daily and paid monthly. From its advisory fees received from the Funds, the Adviser pays the fees of Morningstar Investment Management LLC, the Funds’ sub-adviser. The


116		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) as follows:


	Effective December 1, 2016
Multi-Manager Select Fund	Class A			Class C			Advisor Class			Class R			Class K			Class I			Class Z
Retirement Allocation Fund		0.42	%		1.17	%		0.17	%		0.67	%		0.42	%		0.17	%		0.17	%
2010 Fund		0.40	%		1.15	%		0.15	%		0.65	%		0.40	%		0.15	%		0.15	%
2015 Fund		0.40	%		1.15	%		0.15	%		0.65	%		0.40	%		0.15	%		0.15	%
2020 Fund		0.44	%		1.19	%		0.19	%		0.69	%		0.44	%		0.19	%		0.19	%
2025 Fund		0.43	%		1.18	%		0.18	%		0.68	%		0.43	%		0.18	%		0.18	%
2030 Fund		0.48	%		1.23	%		0.23	%		0.73	%		0.48	%		0.23	%		0.23	%
2035 Fund		0.48	%		1.23	%		0.23	%		0.73	%		0.48	%		0.23	%		0.23	%
2040 Fund		0.52	%		1.27	%		0.27	%		0.77	%		0.52	%		0.27	%		0.27	%
2045 Fund		0.50	%		1.25	%		0.25	%		0.75	%		0.50	%		0.25	%		0.25	%
2050 Fund		0.50	%		1.25	%		0.25	%		0.75	%		0.50	%		0.25	%		0.25	%
2055 Fund		0.51	%		1.26	%		0.26	%		0.76	%		0.51	%		0.26	%		0.26	%


	Prior to December 1, 2016
Multi-Manager Select Fund	Class A			Class C			Advisor Class			Class R			Class K			Class I			Class Z
Retirement Allocation Fund		0.42	%		1.17	%		0.17	%		0.67	%		0.42	%		0.17	%		0.17	%
2010 Fund		0.41	%		1.16	%		0.16	%		0.66	%		0.41	%		0.16	%		0.16	%
2015 Fund		0.40	%		1.15	%		0.15	%		0.65	%		0.40	%		0.15	%		0.15	%
2020 Fund		0.45	%		1.20	%		0.20	%		0.70	%		0.45	%		0.20	%		0.20	%
2025 Fund		0.44	%		1.19	%		0.19	%		0.69	%		0.44	%		0.19	%		0.19	%
2030 Fund		0.48	%		1.23	%		0.23	%		0.73	%		0.48	%		0.23	%		0.23	%
2035 Fund		0.49	%		1.24	%		0.24	%		0.74	%		0.49	%		0.24	%		0.24	%
2040 Fund		0.52	%		1.27	%		0.27	%		0.77	%		0.52	%		0.27	%		0.27	%
2045 Fund		0.51	%		1.26	%		0.26	%		0.76	%		0.51	%		0.26	%		0.26	%
2050 Fund		0.52	%		1.27	%		0.27	%		0.77	%		0.52	%		0.27	%		0.27	%
2055 Fund		0.52	%		1.27	%		0.27	%		0.77	%		0.52	%		0.27	%		0.27	%


	Prior to January 6, 2016
Multi-Manager Select Fund	Class A			Class C			Advisor Class			Class R			Class K			Class I			Class Z
Retirement Allocation Fund		0.39	%		1.14	%		0.14	%		0.64	%		0.39	%		0.14	%		0.14	%
2010 Fund		0.38	%		1.13	%		0.13	%		0.63	%		0.38	%		0.13	%		0.13	%
2015 Fund		0.42	%		1.17	%		0.17	%		0.67	%		0.42	%		0.17	%		0.17	%
2020 Fund		0.46	%		1.21	%		0.21	%		0.71	%		0.46	%		0.21	%		0.21	%
2025 Fund		0.45	%		1.20	%		0.20	%		0.70	%		0.45	%		0.20	%		0.20	%
2030 Fund		0.49	%		1.24	%		0.24	%		0.74	%		0.49	%		0.24	%		0.24	%
2035 Fund		0.49	%		1.24	%		0.24	%		0.74	%		0.49	%		0.24	%		0.24	%
2040 Fund		0.53	%		1.28	%		0.28	%		0.78	%		0.53	%		0.28	%		0.28	%
2045 Fund		0.54	%		1.29	%		0.29	%		0.79	%		0.54	%		0.29	%		0.29	%
2050 Fund		0.53	%		1.28	%		0.28	%		0.78	%		0.53	%		0.28	%		0.28	%
2055 Fund		0.53	%		1.28	%		0.28	%		0.78	%		0.53	%		0.28	%		0.28	%


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			117

Notes to Financial Statements

Any fees waived and expenses borne by the Adviser from December 15, 2014 through July 31, 2015 are subject to repayment by the Funds until July 31, 2018; such waivers that are subject to repayment amounted to:


Multi-Manager Select Fund	Amount		Fund	Amount
Retirement Allocation Fund	$	206,043	2035 Fund	$	206,713
2010 Fund		206,330	2040 Fund		204,490
2015 Fund		206,688	2045 Fund		204,804
2020 Fund		205,253	2050 Fund		205,292
2025 Fund		206,723	2055 Fund		203,471
2030 Fund		207,192

Any fees waived and expenses borne by the Adviser from August 1, 2015 through January 5, 2016 are subject to repayment by the Funds until July 31, 2019; such waivers that are subject to repayment amounted to:


Multi-Manager Select Fund	Amount		Fund	Amount
Retirement Allocation Fund	$	148,582	2035 Fund	$	140,240
2010 Fund		149,220	2040 Fund		135,952
2015 Fund		149,516	2045 Fund		138,850
2020 Fund		143,920	2050 Fund		144,451
2025 Fund		145,154	2055 Fund		144,775
2030 Fund		138,748

In any case, no repayment will be made that would cause the Funds’ total annual operating expenses to exceed the net fee percentages set forth per the Expense Caps in effect prior to January 6, 2016. The Expense Caps in effect as of December 1, 2016 may not be terminated by the Adviser before November 30, 2017. For the six months ended January 31, 2017, such waivers and reimbursement amounted to:


Multi-Manager Select Fund	Amount		Multi-Manager Select Fund	Amount
Retirement Allocation Fund	$	144,820	2035 Fund	$	170,610
2010 Fund		147,775	2040 Fund		152,681
2015 Fund		172,341	2045 Fund		153,626
2020 Fund		194,378	2050 Fund		142,697
2025 Fund		226,099	2055 Fund		143,317
2030 Fund		181,171


118		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

During the year ended July 31, 2016, the Adviser reimbursed the Funds the following amounts for trading losses incurred due to a trade entry error:


Multi-Manager Select Fund	Amount		Multi-Manager Select Fund	Amount
Retirement Allocation Fund	$	53	2035 Fund	$	580
2010 Fund		112	2040 Fund		355
2015 Fund		409	2045 Fund		90
2020 Fund		737	2050 Fund		– 0	–
2025 Fund		1,004	2055 Fund		– 0	–
2030 Fund		708

The Funds 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 Funds. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the six months ended January 31, 2017, such compensation retained by ABIS was as follows:


Multi-Manager Select Fund	Amount		Multi-Manager Select Fund	Amount
Retirement Allocation Fund	$	8,985	2035 Fund	$	17,057
2010 Fund		8,970	2040 Fund		13,354
2015 Fund		10,854	2045 Fund		10,612
2020 Fund		20,140	2050 Fund		8,919
2025 Fund		28,823	2055 Fund		8,841
2030 Fund		20,230

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Funds’ shares. The Distributor has advised the Funds that it has retained front-end sales charges from the sale of Class A shares and received contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares for each Funds for the six months ended January 31, 2017 as follows:


	Front-End Sales Charges			Contingent Deferred Sales Charges
Multi-Manager Select Fund	Class A			Class A			Class C
Retirement Allocation Fund	$	– 0	–	$	– 0	–	$	98
2010 Fund		6			355			– 0	–
2015 Fund		43			438			650
2020 Fund		51			333			– 0	–
2025 Fund		142			2,090			– 0	–
2030 Fund		183			772			71
2035 Fund		90			1,467			71
2040 Fund		145			855			– 0	–
2045 Fund		108			1,236			– 0	–
2050 Fund		102			726			– 0	–
2055 Fund		71			258			– 0	–


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			119

Notes to Financial Statements

The Funds 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 Funds’ average daily net assets and to bear its own expenses. In connection with the investment by the Funds in the Government Money Market Portfolio, the Adviser has agreed to waive its advisory fee from the Funds in an amount equal to the Funds’ pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Funds as an acquired fund fee and expense. For the six months ended January 31, 2017, such waivers amounted to:


Multi-Manager Select Fund	Amount		Multi-Manager Select Fund	Amount
Retirement Allocation Fund	$	67	2035 Fund	$	609
2010 Fund		81	2040 Fund		361
2015 Fund		168	2045 Fund		335
2020 Fund		423	2050 Fund		161
2025 Fund		617	2055 Fund		179
2030 Fund		443

A summary of the Funds’ transactions in shares of the Government Money Market Portfolio for the six months ended January 31, 2017 is as follows:


	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 1/31/17 (000)			Dividend Income (000)
Retirement Allocation Fund	$	101	$	1,610	$	1,685	$	26		$	– 0	–*
2010 Fund		164		1,847		2,011		– 0	–		– 0	–*
2015 Fund		366		3,601		3,831		136			– 0	–*
2020 Fund		693		9,022		9,161		554			1
2025 Fund		1,605		10,820		11,824		601			1
2030 Fund		718		15,188		15,797		109			1
2035 Fund		594		12,232		12,385		441			1
2040 Fund		519		6,821		7,018		322			– 0	–*
2045 Fund		207		4,635		4,639		203			– 0	–*
2050 Fund		87		3,112		2,997		202			– 0	–*
2055 Fund		361		3,452		3,684		129			– 0	–*

Amount is less than $500.

A summary of the Funds’ affiliated Underlying Portfolio transactions for the six months ended January 31, 2017 is as follows:


AB All Market Real Return Portfolio
														Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	287	$	29	$	84	$	5	$	(1	)	$	236	$	7	$	– 0	–
2010 Fund		458		12		112		9		(2	)		365		12		– 0	–
2015 Fund		1,379		66		207		11		8			1,257		34		– 0	–


120		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements


AB All Market Real Return Portfolio
													Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
2020 Fund	$	2,595	$	163	$	322	$	5	$	35	$	2,476	$	65	$	– 0	–
2025 Fund		2,413		144		259		3		32		2,333		63		– 0	–
2030 Fund		823		118		123		4		9		831		23		– 0	–
2035 Fund		708		62		28		1		10		753		19		– 0	–


AB Bond Inflation Strategy Portfolio
														Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	576	$	54	$	49	$	2	$	(7	)	$	576	$	8	$	– 0	–
2010 Fund		1,223		56		281		9		(23	)		984		16		– 0	–
2015 Fund		3,273		539		412		14		(43	)		3,371		43		– 0	–
2020 Fund		4,328		1,237		539		18		(50	)		4,994		58		– 0	–
2025 Fund		2,425		1,361		214		4		(16	)		3,560		32		– 0	–


AB Concentrated Growth Fund
														Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)			Realized Gains (000)
Retirement Allocation Fund	$	101	$	1	$	11	$	– 0	–*	$	5	$	96	$	– 0	–	$	– 0	–
2025 Fund		2,449		75		282		(4	)		130		2,368		– 0	–		10
2030 Fund		1,741		1,019		369		5			116		2,512		– 0	–		11
2035 Fund		2,155		984		253		5			133		3,024		– 0	–		12
2040 Fund		3,526		775		638		1			193		3,857		– 0	–		17
2045 Fund		2,673		649		333		5			148		3,142		– 0	–		14
2050 Fund		1,074		297		189		2			64		1,248		– 0	–		6
2055 Fund		1,019		383		162		1			64		1,305		– 0	–		6

Amount is less than $500.


AB Discovery Growth Fund, Inc.
															Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)			Realized Gains (000)
2025 Fund	$	1,247	$	– 0	–	$	127	$	(17	)	$	81	$	1,185	$	– 0	–	$	– 0	–
2030 Fund		882		33			114		(15	)		61		847		– 0	–		– 0	–
2035 Fund		700		71			58		5			35		753		– 0	–		– 0	–
2040 Fund		577		– 0	–		50		5			27		559		– 0	–		– 0	–


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			121

Notes to Financial Statements


AB Discovery Value Fund
													Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
2015 Fund	$	492	$	16	$	134	$	15	$	28	$	417	$	2	$	14
2020 Fund		891		31		174		6		77		831		4		27
2025 Fund		1,206		42		211		10		106		1,153		5		37
2030 Fund		1,747		171		426		15		149		1,656		8		54
2035 Fund		1,445		171		242		13		123		1,510		6		45
2040 Fund		1,764		139		396		17		141		1,665		8		53
2045 Fund		1,786		81		660		18		120		1,345		6		42
2050 Fund		716		51		294		9		48		530		3		18
2055 Fund		677		87		270		9		46		549		3		17


AB Global Bond Fund, Inc.
															Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	191	$	13	$	9	$	– 0	–*	$	(7	)	$	188	$	4	$	– 0	–
2010 Fund		608		23		117		– 0	–*		(21	)		493		12		– 0	–
2015 Fund		1,872		89		220		4			(66	)		1,679		36		– 0	–
2020 Fund		1,718		1,008		160		3			(88	)		2,481		47		– 0	–
2025 Fund		2,426		1,482		238		4			(125	)		3,549		66		– 0	–
2030 Fund		1,683		1,290		331		5			(93	)		2,554		48		– 0	–

Amount is less than $500.


AB Global Real Estate Investment Fund II
															Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	392	$	71	$	87	$	(1	)	$	(42	)	$	333	$	12	$	– 0	–
2010 Fund		623		70		133		3			(68	)		495		17		– 0	–
2015 Fund		1,920		191		245		13			(215	)		1,664		57		– 0	–
2020 Fund		3,539		598		415		1			(377	)		3,346		109		– 0	–
2025 Fund		6,215		1,030		645		– 0	–*		(664	)		5,936		192		– 0	–
2030 Fund		3,494		1,634		554		(8	)		(366	)		4,200		134		– 0	–
2035 Fund		2,887		1,557		391		1			(310	)		3,744		113		– 0	–
2040 Fund		1,770		958		357		(9	)		(179	)		2,183		72		– 0	–
2045 Fund		1,323		776		166		(1	)		(141	)		1,791		56		– 0	–
2050 Fund		538		327		96		(2	)		(55	)		712		23		– 0	–
2055 Fund		513		349		58		(1	)		(56	)		747		23		– 0	–

Amount is less than $500.


122		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements


AB High Income Fund, Inc.
																	Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)			Income (000)			Realized Gains (000)
Retirement Allocation Fund	$	219	$	65		$	49	$	2		$	4		$	241		$	7		$	– 0	–
2010 Fund		348		44			125		5			2			274			10			– 0	–
2015 Fund	��	1,985		81			405		11			30			1,702			58			– 0	–
2020 Fund		5,463		318			1,701		54			57			4,191			147			– 0	–
2025 Fund		8,875		617			2,502		78			109			7,177			246			– 0	–
2030 Fund		7,005		856			2,058		94			53			5,950			204			– 0	–
2035 Fund		4,413		672			650		39			64			4,538			141			– 0	–
2040 Fund		730		36			233		8			7			548			19			– 0	–
2045 Fund		25		– 0	–		25		1			(1	)		– 0	–		– 0	–*		– 0	–
2050 Fund		10		– 0	–		10		– 0	–*		– 0	–*		– 0	–		– 0	–*		– 0	–
2055 Fund		9		– 0	–		9		– 0	–*		– 0	–*		– 0	–		– 0	–*		– 0	–

Amount is less than $500.


AB Intermediate Bond Portfolio
															Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	771	$	93	$	72	$	1		$	(26	)	$	767	$	12	$	– 0	–*
2010 Fund		919		47		195		1			(31	)		741		13		1
2015 Fund		2,346		110		281		3			(78	)		2,100		34		1
2020 Fund		4,353		398		477		8			(145	)		4,137		64		2
2025 Fund		3,640		327		296		(2	)		(115	)		3,554		54		2
2030 Fund		2,568		406		351		(3	)		(83	)		2,537		40		1
2035 Fund		1,423		124		569		(2	)		(31	)		945		17		1
2040 Fund		1,164		99		559		(3	)		(23	)		678		13		– 0	–*
2045 Fund		877		320		392		(2	)		(20	)		783		12		– 0	–*
2050 Fund		352		143		180		(2	)		(7	)		306		5		– 0	–*
2055 Fund		336		152		156		(1	)		(8	)		323		5		– 0	–*

Amount is less than $500.


AB Relative Value Fund (formerly known as AB Growth and Income Fund, Inc.)
														Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)			Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	381	$	39	$	45	$	1	$	3		$	379	$	11	$	14
2010 Fund		605		53		179		9		3			491		15		19
2015 Fund		1,391		107		259		17		(3	)		1,253		37		47
2020 Fund		5,160		501		686		14		27			5,016		144		182
2025 Fund		9,690		1,439		1,730		35		47			9,481		269		340


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			123

Notes to Financial Statements


AB Relative Value Fund (formerly known as AB Growth and Income Fund, Inc.)
													Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
2030 Fund	$	8,473	$	1,347	$	2,826	$	106	$	19	$	7,119	$	208	$	264
2035 Fund		9,870		1,813		2,385		105		8		9,411		254		323
2040 Fund		9,798		1,290		2,611		38		56		8,571		252		318
2045 Fund		7,805		1,121		1,604		46		40		7,408		209		265
2050 Fund		3,137		513		742		18		17		2,943		89		112
2055 Fund		3,058		738		761		16		19		3,070		88		111


AB Unconstrained Bond Fund, Inc.
														Distributions
Multi-Manager Select Fund	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)		Market Value 1/31/17 (000)		Income (000)		Realized Gains (000)
Retirement Allocation Fund	$	288	$	28	$	30	$	– 0	–	$	2	$	288	$	8	$	– 0	–
2010 Fund		305		14		78		1			1		243		7		– 0	–
2015 Fund		948		44		148		– 0	–*		8		852		23		– 0	–
2020 Fund		863		64		75		1			7		860		21		– 0	–

Amount is less than $500.

Brokerage commissions paid on investment transactions and brokerage commissions paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser, for the six months ended January 31, 2017 were as follows:

Multi-Manager Select Fund

Total

Commissions

Sanford C.

Bernstein &

Co. LLC

Sanford C.

Bernstein

Limited

Retirement Allocation Fund

835

– 0

–

– 0

–

2010 Fund

1,259

– 0

–

– 0

–

2015 Fund

3,351

– 0

–

– 0

–

2020 Fund

6,536

– 0

–

– 0

–

2025 Fund

9,743

– 0

–

– 0

–

2030 Fund

8,235

– 0

–

– 0

–

2035 Fund

5,991

– 0

–

– 0

–

2040 Fund

4,993

– 0

–

– 0

–

2045 Fund

3,864

– 0

–

– 0

–

2050 Fund

1,586

– 0

–

– 0

–

2055 Fund

1,568

– 0

–

– 0

–

NOTE C

Distribution Services Agreement

The Funds have adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Funds pay distribution and


124		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

servicing fees to the Distributor at an annual rate of up to .25% of each Fund’s average daily net assets attributable to Class A shares and 1% of each Fund’s average daily net assets attributable to Class C shares, .50% of each Fund’s average daily net assets attributable to Class R shares and .25% of each Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares.

The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

Since the commencement of the Funds’ operations, the Distributor has incurred expenses in excess of the distribution costs eligible to be reimbursed by each Fund for Class C, Class R and Class K as follows:

Multi-Manager Select Fund

Class C

Class R

Class K

Retirement Allocation Fund

765

124

– 0

–

2010 Fund

– 0

–

1,630

– 0

–

2015 Fund

2,332

1,200

– 0

–

2020 Fund

2,068

7,348

– 0

–

2025 Fund

2,343

8,962

– 0

–

2030 Fund

1,219

6,934

– 0

–

2035 Fund

2,401

4,823

– 0

–

2040 Fund

1,369

3,741

– 0

–

2045 Fund

173

6,703

– 0

–

2050 Fund

– 0

–

999

– 0

–

2055 Fund

434

– 0

–

While such costs may be recovered from the Funds in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Funds’ shares.

NOTE D

Investment Transactions

Purchases and sales of investments in the Underlying Portfolios for the six months ended January 31, 2017 were as follows:


Multi-Manager Select Fund	Purchases		Sales
Retirement Allocation Fund	$	3,327,004	$	3,196,547
2010 Fund		3,719,402		6,504,018
2015 Fund		9,479,449		14,025,856
2020 Fund		20,824,419		24,189,450


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			125

Notes to Financial Statements


Multi-Manager Select Fund	Purchases		Sales
2025 Fund	$	28,014,106	$	31,294,199
2030 Fund		25,358,070		27,787,319
2035 Fund		21,003,310		17,567,599
2040 Fund		13,734,042		17,826,356
2045 Fund		11,104,469		10,998,395
2050 Fund		4,875,701		5,094,861
2055 Fund		6,048,066		4,917,959

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					Net Unrealized Appreciation
Fund	Appreciation		(Depreciation)			Net Unrealized Appreciation
AB Multi-Manager Select Retirement Allocation Fund	$	163,711	$	(47,515	)	$	116,196
AB Multi-Manager Select 2010 Fund		327,325		(57,853	)		269,472
AB Multi-Manager Select 2015 Fund		1,373,473		(159,936	)		1,213,537
AB Multi-Manager Select 2020 Fund		2,892,576		(263,030	)		2,629,546
AB Multi-Manager Select 2025 Fund		4,429,714		(411,398	)		4,018,316
AB Multi-Manager Select 2030 Fund		3,327,612		(209,608	)		3,118,004
AB Multi-Manager Select 2035 Fund		3,202,914		(96,514	)		3,106,400
AB Multi-Manager Select 2040 Fund		2,436,943		(50,758	)		2,386,184
AB Multi-Manager Select 2045 Fund		1,985,077		(42,673	)		1,942,404
AB Multi-Manager Select 2050 Fund		825,605		(18,650	)		806,955
AB Multi-Manager Select 2055 Fund		853,315		(22,974	)		830,341

1. Currency Transactions

A Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis through its investments in an Underlying Portfolio. A Fund or an Underlying Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. A Fund or an Underlying Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Funds or the Underlying Portfolio and do not present attractive investment opportunities. Such transactions may also be


126		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

used when the Adviser or an Underlying Portfolio’s investment adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. A Fund or an Underlying Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:



	AB Multi-Manager Select Retirement Allocation Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		672			65,506		$	6,985		$	655,818

Shares issued in reinvestment of dividends and distributions		– 0	–		116			– 0	–		1,153

Shares redeemed		(16,823	)		(24,254	)		(174,135	)		(240,301	)

Net increase (decrease)		(16,151	)		41,368		$	(167,150	)	$	416,670


Class C
Shares sold		5,734			9,233		$	58,326		$	92,175

Shares issued in reinvestment of dividends and distributions		– 0	–		6			– 0	–		57

Shares redeemed		(1,621	)		(1,475	)		(16,616	)		(14,861	)

Net increase		4,113			7,764		$	41,710		$	77,371


Advisor Class
Shares sold		79			1,117		$	830		$	11,155

Shares redeemed		(34	)		(38	)		(352	)		(379	)

Net increase		45			1,079		$	478		$	10,776


Class R
Shares sold		1,713			11,726		$	17,402		$	113,189

Shares issued in reinvestment of dividends and distributions		57			18			570			173

Shares redeemed		(3,610	)		(9,513	)		(36,314	)		(91,086	)

Net increase (decrease)		(1,840	)		2,231		$	(18,342	)	$	22,276


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			127

Notes to Financial Statements



	AB Multi-Manager Select Retirement Allocation Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class K
Shares sold		92,390			1,016,023		$	933,340		$	10,045,125

Shares issued in reinvestment of dividends and distributions		15,808			8,880			156,811			86,316

Shares redeemed		(102,905	)		(276,795	)		(1,037,146	)		(2,678,715	)

Net increase		5,293			748,108		$	53,005		$	7,452,726


Class I
Shares sold		19,052			63,576		$	193,319		$	628,079

Shares issued in reinvestment of dividends and distributions		1,714			737			17,034			7,186

Shares redeemed		(3,871	)		(94,307	)		(39,133	)		(900,647	)

Net increase (decrease)		16,895			(29,994	)	$	171,220		$	(265,382	)


Class Z
Shares sold		10			– 0	–	$	100		$	– 0	–

Shares issued in reinvestment of dividends and distributions		– 0	–^(a)		– 0	–^(a)		3			– 0	–^(b)

Net increase		10			– 0	–	$	103		$	– 0	–

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.



	AB Multi-Manager Select 2010 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		1,051			79,811		$	10,949		$	796,074

Shares issued in reinvestment of dividends and distributions		132			613			1,376			6,068

Shares redeemed		(29,184	)		(21,926	)		(303,439	)		(214,197	)

Net increase (decrease)		(28,001	)		58,498		$	(291,114	)	$	587,945


128		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2010 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class C
Shares sold		3,084			21,215		$	32,098		$	211,220

Shares issued in reinvestment of dividends and distributions		31			73			321			718

Shares redeemed		(54	)		(12,070	)		(560	)		(115,989	)

Net increase		3,061			9,218		$	31,859		$	95,949


Advisor Class
Shares sold		– 0	–		68,309		$	– 0	–	$	686,310

Shares issued in reinvestment of dividends and distributions		1,214			391			12,518			3,888

Shares redeemed		(384	)		(1,487	)		(4,000	)		(14,523	)

Net increase		830			67,213		$	8,518		$	675,675


Class R
Shares sold		2,468			71,890		$	25,025		$	709,616

Shares issued in reinvestment of dividends and distributions		1,265			638			12,595			6,186

Shares redeemed		(5,030	)		(12,697	)		(51,372	)		(124,248	)

Net increase (decrease)		(1,297	)		59,831		$	(13,752	)	$	591,554


Class K
Shares sold		118,026			1,667,254		$	1,196,112		$	16,366,468

Shares issued in reinvestment of dividends and distributions		26,569			18,088			264,629			175,273

Shares redeemed		(402,633	)		(452,946	)		(4,090,135	)		(4,426,129	)

Net increase (decrease)		(258,038	)		1,232,396		$	(2,629,394	)	$	12,115,612


Class I
Shares sold		3,290			254		$	33,333		$	2,504

Shares issued in reinvestment of dividends and distributions		35			3			344			31

Shares redeemed		– 0	–		(94,832	)		(1	)		(896,163	)

Net increase (decrease)		3,325			(94,575	)	$	33,676		$	(893,628	)


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			129

Notes to Financial Statements

AB Multi-Manager Select 2010 Fund

Shares

Amount

Six Months Ended
January 31, 2017
(unaudited)

Year Ended
July 31,
2016

Six Months Ended
January 31, 2017
(unaudited)

Year Ended
July 31,
2016

Class Z

Shares sold

– 0

–

–0

–

Shares issued in reinvestment of dividends and distributions

– 0

–^(a)

– 0

–^(a)

– 0

–^(b)

Shares redeemed

– 0

–^(a)

– 0

–

)

– 0

–

Net increase

– 0

–

101

– 0

–

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.



	AB Multi-Manager Select 2015 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		13,584			355,853		$	141,916		$	3,542,540

Shares issued in reinvestment of dividends and distributions		4,201			4,425			42,978			43,805

Shares redeemed		(168,261	)		(31,341	)		(1,745,995	)		(317,284	)

Net increase (decrease)		(150,476	)		328,937		$	(1,561,101	)	$	3,269,061


Class C
Shares sold		1,135			46,335		$	11,833		$	457,797

Shares issued in reinvestment of dividends and distributions		784			571			7,982			5,643

Shares redeemed		(536	)		(14,513	)		(5,538	)		(145,081	)

Net increase		1,383			32,393		$	14,277		$	318,359


Advisor Class
Shares sold		124			3,639		$	1,313		$	36,156

Shares issued in reinvestment of dividends and distributions		161			9			1,664			91

Shares redeemed		– 0	–		(2,994	)		– 0	–		(29,997	)

Net increase		285			654		$	2,977		$	6,250


130		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2015 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class R
Shares sold		1,290			34,298		$	13,146		$	338,405

Shares issued in reinvestment of dividends and distributions		819			552			8,200			5,356

Shares redeemed		(662	)		(22,797	)		(6,723	)		(221,400	)

Net increase		1,447			12,053		$	14,623		$	122,361


Class K
Shares sold		300,960			4,279,201		$	3,071,737		$	42,021,964

Shares issued in reinvestment of dividends and distributions		96,811			56,455			970,047			548,742

Shares redeemed		(685,478	)		(663,432	)		(7,000,129	)		(6,498,258	)

Net increase (decrease)		(287,707	)		3,672,224		$	(2,958,345	)	$	36,072,448


Class I
Shares sold		5,659			51,710		$	57,976		$	513,250

Shares issued in reinvestment of dividends and distributions		1,620			367			16,250			3,570

Shares redeemed		(26,319	)		(95,596	)		(267,065	)		(897,082	)

Net decrease		(19,040	)		(43,519	)	$	(192,839	)	$	(380,262	)


Class Z
Shares sold		13			– 0	–	$	131		$	– 0	–

Shares issued in reinvestment of dividends and distributions		– 0	–^(a)		– 0	–^(a)		3			– 0	–^(b)

Net increase		13			– 0	–	$	134		$	– 0	–

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			131

Notes to Financial Statements



	AB Multi-Manager Select 2020 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		31,509			814,845		$	328,095		$	8,084,991

Shares issued in reinvestment of dividends and distributions		10,199			9,704			104,849			96,171

Shares redeemed		(336,944	)		(77,676	)		(3,495,776	)		(769,030	)

Net increase (decrease)		(295,236	)		746,873		$	(3,062,832	)	$	7,412,132


Class C
Shares sold		4,806			108,258		$	49,813		$	1,067,869

Shares issued in reinvestment of dividends and distributions		2,035			1,168			20,776			11,513

Shares redeemed		(8,873	)		(21,377	)		(91,353	)		(210,946	)

Net increase (decrease)		(2,032	)		88,049		$	(20,764	)	$	868,436


Advisor Class
Shares sold		1,645			21,106		$	17,270		$	212,881

Shares issued in reinvestment of dividends and distributions		494			251			5,082			2,500

Shares redeemed		(888	)		(5,814	)		(9,230	)		(57,390	)

Net increase		1,251			15,543		$	13,122		$	157,991


Class R
Shares sold		11,148			299,341		$	113,523		$	2,946,080

Shares issued in reinvestment of dividends and distributions		3,652			3,620			36,811			35,154

Shares redeemed		(49,878	)		(104,583	)		(511,146	)		(1,031,706	)

Net increase (decrease)		(35,078	)		198,378		$	(360,812	)	$	1,949,528


Class K
Shares sold		676,118			7,254,831		$	6,919,550		$	71,560,066

Shares issued in reinvestment of dividends and distributions		167,630			94,171			1,691,387			917,226

Shares redeemed		(817,179	)		(959,192	)		(8,347,534	)		(9,320,861	)

Net increase		26,569			6,389,810		$	263,403		$	63,156,431


132		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2020 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class I
Shares sold		22,389			231,027		$	229,248		$	2,286,266

Shares issued in reinvestment of dividends and distributions		6,003			3,212			60,570			31,311

Shares redeemed		(35,347	)		(99,797	)		(362,208	)		(932,710	)

Net increase (decrease)		(6,955	)		134,442		$	(72,390	)	$	1,384,867


Class Z
Shares sold		10			– 0	–^(a)	$	100		$	– 0	–^(b)

Shares issued in reinvestment of dividends and distributions		– 0	–^(a)		– 0	–^(a)		3			– 0	–^(b)

Shares redeemed		– 0	–		– 0	–^(a)		– 0	–		(3	)

Net increase (decrease)		10			– 0	–	$	103		$	(3	)

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.



	AB Multi-Manager Select 2025 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		50,121			870,281		$	524,701		$	8,708,445

Shares issued in reinvestment of dividends and distributions		8,139			11,493			84,079			114,133

Shares redeemed		(512,336	)		(51,172	)		(5,304,264	)		(507,797	)

Net increase (decrease)		(454,076	)		830,602		$	(4,695,484	)	$	8,314,781


Class C
Shares sold		5,131			66,660		$	52,894		$	653,782

Shares issued in reinvestment of dividends and distributions		1,555			645			15,935			6,381

Shares redeemed		(2,915	)		(1,869	)		(30,150	)		(17,620	)

Net increase		3,771			65,436		$	38,679		$	642,543


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			133

Notes to Financial Statements



	AB Multi-Manager Select 2025 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Advisor Class
Shares sold		4,901			30,335		$	51,706		$	305,941

Shares issued in reinvestment of dividends and distributions		1,275			1,096			13,176			10,924

Shares redeemed		(240	)		(15,719	)		(2,525	)		(156,079	)

Net increase		5,936			15,712		$	62,357		$	160,786


Class R
Shares sold		21,860			275,349		$	222,927		$	2,705,202

Shares issued in reinvestment of dividends and distributions		6,198			3,900			62,598			37,990

Shares redeemed		(26,915	)		(53,034	)		(276,077	)		(518,896	)

Net increase		1,143			226,215		$	9,448		$	2,224,296


Class K
Shares sold		1,021,529			9,818,685		$	10,465,282		$	96,545,747

Shares issued in reinvestment of dividends and distributions		264,312			130,231			2,674,836			1,271,054

Shares redeemed		(1,215,286	)		(616,287	)		(12,446,708	)		(5,875,570	)

Net increase		70,555			9,332,629		$	693,410		$	91,941,231


Class I
Shares sold		30,357			255,923		$	311,876		$	2,535,492

Shares issued in reinvestment of dividends and distributions		7,279			3,219			73,738			31,478

Shares redeemed		(38,526	)		(121,009	)		(397,732	)		(1,138,306	)

Net increase (decrease)		(890	)		138,133		$	(12,118	)	$	1,428,664


Class Z
Shares sold		2,325			– 0	–	$	23,812		$	– 0	–

Shares issued in reinvestment of dividends and distributions		69			– 0	–^(a)		699			– 0	–^(b)

Shares redeemed		(9	)		– 0	–		(92	)		– 0	–

Net increase		2,385			– 0	–	$	24,419		$	– 0	–

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.


134		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2030 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		32,089			901,061		$	338,098		$	9,018,677

Shares issued in reinvestment of dividends and distributions		10,346			10,447			108,009			104,466

Shares redeemed		(392,824	)		(127,478	)		(4,093,676	)		(1,287,007	)

Net increase (decrease)		(350,389	)		784,030		$	(3,647,569	)	$	7,836,136


Class C
Shares sold		10,978			103,422		$	114,761		$	1,036,013

Shares issued in reinvestment of dividends and distributions		1,730			683			17,921			6,806

Shares redeemed		(8,962	)		(18,619	)		(91,697	)		(186,033	)

Net increase		3,746			85,486		$	40,985		$	856,786


Advisor Class
Shares sold		468			66,553		$	4,956		$	675,745

Shares issued in reinvestment of dividends and distributions		1,882			948			19,671			9,509

Shares redeemed		(66	)		(5,851	)		(708	)		(58,513	)

Net increase		2,284			61,650		$	23,919		$	626,741


Class R
Shares sold		9,160			194,121		$	94,424		$	1,907,112

Shares issued in reinvestment of dividends and distributions		3,643			2,783			37,267			27,304

Shares redeemed		(56,461	)		(52,724	)		(586,792	)		(519,385	)

Net increase (decrease)		(43,658	)		144,180		$	(455,101	)	$	1,415,031


Class K
Shares sold		1,264,600			6,752,994		$	13,065,197		$	66,891,318

Shares issued in reinvestment of dividends and distributions		179,000			90,885			1,831,174			892,491

Shares redeemed		(1,393,172	)		(728,707	)		(14,416,853	)		(7,110,030	)

Net increase		50,428			6,115,172		$	479,518		$	60,673,779


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			135

Notes to Financial Statements



	AB Multi-Manager Select 2030 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class I
Shares sold		81,173			277,051		$	836,497		$	2,750,187

Shares issued in reinvestment of dividends and distributions		9,528			2,393			97,564			23,547

Shares redeemed		(139,065	)		(117,419	)		(1,454,378	)		(1,087,672	)

Net increase (decrease)		(48,364	)		162,025		$	(520,317	)	$	1,686,062


Class Z
Shares sold		113			18		$	1,168		$	186

Shares issued in reinvestment of dividends and distributions		3			– 0	–^(a)		32			– 0	–^(b)

Shares redeemed		– 0	–		– 0	–		(3	)		– 0	–

Net increase		116			18		$	1,197		$	186

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.



	AB Multi-Manager Select 2035 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		36,068			691,818		$	378,698		$	6,935,960

Shares issued in reinvestment of dividends and distributions		6,017			9,003			63,122			90,114

Shares redeemed		(407,848	)		(35,164	)		(4,240,792	)		(349,872	)

Net increase (decrease)		(365,763	)		665,657		$	(3,798,972	)	$	6,676,202


Class C
Shares sold		6,010			86,588		$	62,842		$	856,821

Shares issued in reinvestment of dividends and distributions		1,501			766			15,597			7,634

Shares redeemed		(765	)		(1,117	)		(8,096	)		(10,432	)

Net increase		6,746			86,237		$	70,343		$	854,023


136		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2035 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Advisor Class
Shares sold		11			29,251		$	117		$	298,071

Shares issued in reinvestment of dividends and distributions		1,024			474			10,774			4,774

Shares redeemed		(777	)		(3,492	)		(8,027	)		(34,626	)

Net increase		258			26,233		$	2,864		$	268,219


Class R
Shares sold		16,097			141,923		$	166,081		$	1,397,508

Shares issued in reinvestment of dividends and distributions		2,716			1,910			27,833			18,737

Shares redeemed		(13,312	)		(28,726	)		(139,607	)		(271,574	)

Net increase		5,501			115,107		$	54,307		$	1,144,671


Class K
Shares sold		1,083,918			5,249,299		$	11,283,148		$	51,823,337

Shares issued in reinvestment of dividends and distributions		128,224			73,412			1,316,862			722,378

Shares redeemed		(664,578	)		(324,187	)		(6,866,566	)		(3,135,930	)

Net increase		547,564			4,998,524		$	5,733,444		$	49,409,785


Class I
Shares sold		81,362			329,925		$	838,231		$	3,280,643

Shares issued in reinvestment of dividends and distributions		8,617			4,069			88,582			40,079

Shares redeemed		(32,246	)		(132,568	)		(335,059	)		(1,242,569	)

Net increase		57,733			201,426		$	591,754		$	2,078,153


Class Z
Shares sold		509			58		$	5,292		$	571

Shares issued in reinvestment of dividends and distributions		12			– 0	–^(a)		123			– 0	–^(b)

Shares redeemed		(1	)		– 0	–		(15	)		– 0	–

Net increase		520			58		$	5,400		$	571

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			137

Notes to Financial Statements



	AB Multi-Manager Select 2040 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		54,849			702,605		$	576,354		$	6,980,044

Shares issued in reinvestment of dividends and distributions		4,177			8,340			43,774			83,147

Shares redeemed		(429,456	)		(63,150	)		(4,435,655	)		(628,137	)

Net increase (decrease)		(370,430	)		647,795		$	(3,815,527	)	$	6,435,054


Class C
Shares sold		2,921			81,281		$	30,305		$	794,310

Shares issued in reinvestment of dividends and distributions		1,219			411			12,664			4,085

Shares redeemed		(930	)		(2,484	)		(9,685	)		(23,859	)

Net increase		3,210			79,208		$	33,284		$	774,536


Advisor Class
Shares sold		9,183			30,576		$	96,632		$	300,505

Shares issued in reinvestment of dividends and distributions		652			138			6,843			1,388

Shares redeemed		(786	)		(6,595	)		(8,068	)		(65,189	)

Net increase		9,049			24,119		$	95,407		$	236,704


Class R
Shares sold		9,263			138,290		$	95,092		$	1,367,416

Shares issued in reinvestment of dividends and distributions		2,244			1,520			22,935			14,849

Shares redeemed		(7,479	)		(23,023	)		(77,726	)		(221,797	)

Net increase		4,028			116,787		$	40,301		$	1,160,468


Class K
Shares sold		572,973			4,127,540		$	5,909,178		$	40,721,976

Shares issued in reinvestment of dividends and distributions		91,573			59,959			938,628			587,602

Shares redeemed		(873,667	)		(446,247	)		(8,996,385	)		(4,281,542	)

Net increase (decrease)		(209,121	)		3,741,252		$	(2,148,579	)	$	37,028,036


138		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2040 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class I
Shares sold		52,985			242,065		$	544,304		$	2,401,476

Shares issued in reinvestment of dividends and distributions		5,708			2,379			58,567			23,337

Shares redeemed		(15,415	)		(133,775	)		(159,402	)		(1,240,075	)

Net increase		43,278			110,669		$	443,469		$	1,184,738


Class Z
Shares sold		10			– 0	–	$	100		$	– 0	–

Shares issued in reinvestment of dividends and distributions		1,214			788			12,454			7,739

Shares redeemed		– 0	–		(1,045	)		– 0	–		(9,503	)

Net increase (decrease)		1,224			(257	)	$	12,554		$	(1,764	)



	AB Multi-Manager Select 2045 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		34,583			577,565		$	365,415		$	5,790,474

Shares issued in reinvestment of dividends and distributions		2,879			7,642			30,402			76,499

Shares redeemed		(278,737	)		(105,901	)		(2,884,328	)		(1,056,114	)

Net increase (decrease)		(241,275	)		479,306		$	(2,488,511	)	$	4,810,859


Class C
Shares sold		1,495			35,669		$	15,764		$	360,464

Shares issued in reinvestment of dividends and distributions		269			92			2,839			921

Shares redeemed		(1,115	)		(16,092	)		(11,622	)		(161,008	)

Net increase		649			19,669		$	6,981		$	200,377


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			139

Notes to Financial Statements



	AB Multi-Manager Select 2045 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Advisor Class
Shares sold		24			8,322		$	250		$	82,766

Shares issued in reinvestment of dividends and distributions		29			23			310			233

Shares redeemed		(2,518	)		(4,300	)		(26,265	)		(43,516	)

Net increase (decrease)		(2,465	)		4,045		$	(25,705	)	$	39,483


Class R
Shares sold		22,790			211,582		$	235,936		$	2,083,764

Shares issued in reinvestment of dividends and distributions		3,079			3,083			31,651			30,209

Shares redeemed		(12,179	)		(40,746	)		(127,165	)		(388,025	)

Net increase		13,690			173,919		$	140,422		$	1,725,948


Class K
Shares sold		500,272			3,098,292		$	5,177,922		$	30,549,782

Shares issued in reinvestment of dividends and distributions		64,307			42,851			663,648			421,226

Shares redeemed		(394,428	)		(408,868	)		(4,087,096	)		(4,024,745	)

Net increase		170,151			2,732,275		$	1,754,474		$	26,946,263


Class I
Shares sold		43,976			238,505		$	454,842		$	2,373,132

Shares issued in reinvestment of dividends and distributions		5,476			3,122			56,509			30,717

Shares redeemed		(17,329	)		(113,457	)		(180,909	)		(1,044,587	)

Net increase		32,123			128,170		$	330,442		$	1,359,262


Class Z
Shares sold		100			516		$	1,039		$	5,004

Shares issued in reinvestment of dividends and distributions		683			539			7,052			5,306

Shares redeemed		– 0	–		(3,759	)		(3	)		(36,629	)

Net increase (decrease)		783			(2,704	)	$	8,088		$	(26,319	)


140		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2050 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		18,308			123,315		$	194,993		$	1,220,670

Shares issued in reinvestment of dividends and distributions		362			575			3,875			5,790

Shares redeemed		(53,357	)		(15,153	)		(557,147	)		(151,292	)

Net increase (decrease)		(34,687	)		108,737		$	(358,279	)	$	1,075,168


Class C
Shares sold		1,197			4,026		$	12,648		$	40,280

Shares issued in reinvestment of dividends and distributions		23			1			239			7

Shares redeemed		(5	)		(284	)		(48	)		(2,878	)

Net increase		1,215			3,743		$	12,839		$	37,409


Advisor Class
Shares sold		556			5,795		$	5,982		$	59,565

Shares issued in reinvestment of dividends and distributions		61			1			661			6

Shares redeemed		(351	)		(617	)		(3,779	)		(6,229	)

Net increase		266			5,179		$	2,864		$	53,342


Class R
Shares sold		5,677			38,763		$	58,573		$	379,846

Shares issued in reinvestment of dividends and distributions		695			116			7,157			1,135

Shares redeemed		(3,007	)		(1,300	)		(31,314	)		(11,984	)

Net increase		3,365			37,579		$	34,416		$	368,997


Class K
Shares sold		302,720			1,401,759		$	3,132,130		$	13,851,607

Shares issued in reinvestment of dividends and distributions		25,795			17,263			266,212			169,351

Shares redeemed		(352,663	)		(159,788	)		(3,658,837	)		(1,528,982	)

Net increase (decrease)		(24,148	)		1,259,234		$	(260,495	)	$	12,491,976


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			141

Notes to Financial Statements



	AB Multi-Manager Select 2050 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class I
Shares sold		34,850			151,508		$	361,973		$	1,501,799

Shares issued in reinvestment of dividends and distributions		3,150			1,763			32,562			17,332

Shares redeemed		(10,433	)		(112,534	)		(108,213	)		(1,032,740	)

Net increase		27,567			40,737		$	286,322		$	486,391


Class Z
Shares sold		10			– 0	–	$	100		$	– 0	–

Shares issued in reinvestment of dividends and distributions		– 0	–		– 0	–^(a)		2			– 0	–^(b)

Net increase		10			– 0	–	$	102		$	– 0	–

^(a)

Amount is less than one share.

^(b)

Amount is less than .50 cents.



	AB Multi-Manager Select 2055 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		15,766			93,945		$	165,861		$	940,618

Shares issued in reinvestment of dividends and distributions		354			657			3,750			6,544

Shares redeemed		(42,059	)		(7,432	)		(434,066	)		(72,223	)

Net increase (decrease)		(25,939	)		87,170		$	(264,455	)	$	874,939


Class C
Shares sold		4,698			19,992		$	49,130		$	197,057

Shares issued in reinvestment of dividends and distributions		53			151			552			1,481

Shares redeemed		(21	)		(14,299	)		(216	)		(139,623	)

Net increase		4,730			5,844		$	49,466		$	58,915


142		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements



	AB Multi-Manager Select 2055 Fund
	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Advisor Class
Shares sold		1,690			12,410		$	18,025		$	119,584

Shares issued in reinvestment of dividends and distributions		421			184			4,503			1,859

Shares redeemed		(1,781	)		(1,290	)		(19,195	)		(12,223	)

Net increase		330			11,304		$	3,333		$	109,220


Class R
Shares sold		3,729			5,714		$	38,346		$	55,193

Shares issued in reinvestment of dividends and distributions		105			21			1,072			207

Shares redeemed		(2,611	)		(725	)		(26,856	)		(7,242	)

Net increase		1,223			5,010		$	12,562		$	48,158


Class K
Shares sold		370,495			1,423,512		$	3,810,470		$	13,968,140

Shares issued in reinvestment of dividends and distributions		28,354			15,318			290,631			149,508

Shares redeemed		(326,014	)		(121,858	)		(3,346,151	)		(1,179,091	)

Net increase		72,835			1,316,972		$	754,950		$	12,938,557


Class I
Shares sold		41,907			97,435		$	432,507		$	960,694

Shares issued in reinvestment of dividends and distributions		2,333			1,066			23,982			10,428

Shares redeemed		(11,241	)		(110,215	)		(115,723	)		(1,004,448	)

Net increase (decrease)		32,999			(11,714	)	$	340,766		$	(33,326	)


Class Z
Shares sold		54			252		$	546		$	2,496

Shares issued in reinvestment of dividends and distributions		1			3			16			33

Shares redeemed		(216	)		(14	)		(2,225	)		(139	)

Net increase (decrease)		(161	)		241		$	(1,663	)	$	2,390


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			143

Notes to Financial Statements

NOTE F

Risks Involved in Investing in the Funds

Allocation Risk—The allocation of investments among the Underlying Portfolios’ different investment styles, such as equity or debt securities, or U.S. or non-U.S. securities, may have a more significant effect on a Fund’s net asset value (“NAV”) when one of these investments is performing more poorly than the other. There is no assurance that allocation decisions will result in the desired effects. Subjective decisions made by the Adviser and/or Morningstar may cause the Funds to incur losses or to miss profit opportunities on which it might otherwise have capitalized. The limited universe of Underlying Portfolios and the requirement that a specified percentage of Fund assets be invested in AB Mutual Funds as noted above may adversely affect Fund performance.

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

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

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

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


144		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

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

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

Derivatives Risk—The Funds 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 Funds, 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 Funds borrow 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 Funds’ investments. The Funds 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 Funds, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Funds than if the Funds were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. In addition, shareholders of a Fund bear both their proportionate share of expenses in the Funds (including management fees) and, indirectly, the expenses of the investment companies.

Indemnification Risk—In the ordinary course of business, the Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			145

Notes to Financial Statements

indemnification provisions and expect the risk of loss thereunder to be remote. Therefore, the Funds have not accrued any liability in connection with these indemnification provisions.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending July 31, 2017 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended July 31, 2016 and July 31, 2015 were as follows:


AB Multi-Manager Select Retirement Allocation Fund	2016		2015
Distributions paid from:
Ordinary income	$	101,342	$	14,003
Long-term capital gains		4,800		– 0	–

Total distributions paid	$	106,142	$	14,003


AB Multi-Manager Select 2010 Fund	2016		2015
Distributions paid from:
Ordinary income	$	199,078	$	19,917
Long-term capital gains		5,762		– 0	–

Total distributions paid	$	204,840	$	19,917


AB Multi-Manager Select 2015 Fund	2016		2015
Distributions paid from:
Ordinary income	$	617,121	$	21,005
Long-term capital gains		6,304		– 0	–

Total distributions paid	$	623,425	$	21,005


AB Multi-Manager Select 2020 Fund	2016		2015
Distributions paid from:
Ordinary income	$	1,102,419	$	24,867
Long-term capital gains		11,698		– 0	–

Total distributions paid	$	1,114,117	$	24,867


AB Multi-Manager Select 2025 Fund	2016		2015
Distributions paid from:
Ordinary income	$	1,474,437	$	28,277
Long-term capital gains		15,221		– 0	–

Total distributions paid	$	1,489,658	$	28,277


AB Multi-Manager Select 2030 Fund	2016		2015
Distributions paid from:
Ordinary income	$	1,061,915	$	32,699
Long-term capital gains		18,348		– 0	–

Total distributions paid	$	1,080,263	$	32,699


146		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements


AB Multi-Manager Select 2035 Fund	2016		2015
Distributions paid from:
Ordinary income	$	872,096	$	36,172
Long-term capital gains		28,575		– 0	–

Total distributions paid	$	900,671	$	36,172


AB Multi-Manager Select 2040 Fund	2016		2015
Distributions paid from:
Ordinary income	$	589,121	$	41,467
Long-term capital gains		149,267		2,245

Total distributions paid	$	738,388	$	43,712


AB Multi-Manager Select 2045 Fund	2016		2015
Distributions paid from:
Ordinary income	$	428,281	$	33,299
Long-term capital gains		153,519		4,402

Total distributions paid	$	581,800	$	37,701


AB Multi-Manager Select 2050 Fund	2016		2015
Distributions paid from:
Ordinary income	$	163,110	$	25,020
Long-term capital gains		45,848		13,232

Total distributions paid	$	208,958	$	38,252


AB Multi-Manager Select 2055 Fund	2016		2015
Distributions paid from:
Ordinary income	$	144,708	$	27,913
Long-term capital gains		40,882		10,339

Total distributions paid	$	185,590	$	38,252

As of July 31, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Multi-Manager Select Fund	Undistributed Ordinary Income			Undistributed Capital Gains			Unrealized Appreciation/ (Depreciation)^(a)		Total Accumulated Earnings/ (Deficit)
Retirement Allocation Fund	$	60,507		$	(85,356	)	$	208,042	$	183,193
2010 Fund		83,958			(5,019	)		461,164		540,103
2015 Fund		279,277			62,804			1,584,387		1,926,468
2020 Fund		460,139			152,208			2,552,084		3,164,431
2025 Fund		473,311			567,029			3,583,232		4,623,572
2030 Fund		239,251			458,485			2,356,665		3,054,401
2035 Fund		– 0	–		444,712			2,008,238		2,452,950
2040 Fund		– 0	–		327,594			1,268,385		1,595,979
2045 Fund		– 0	–		204,123			1,023,303		1,227,426
2050 Fund		– 0	–		57,207			373,627		430,834
2055 Fund		– 0	–		82,047			380,260		462,307

^(a)

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			147

Notes to Financial Statements

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 incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses.

As of July 31, 2016, certain Portfolios had net capital loss carryforwards that have no expiration date:


Portfolio	Short-Term Amount		Long-Term Amount
Retirement Allocation Fund	$	85,356	$	– 0	–
2010 Fund		5,019		– 0	–

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Funds, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Funds did not utilize the Facility during the six months ended January 31, 2017.

NOTE I

Other

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.

NOTE J

Subsequent Events

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


148		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.44			$ 10.18			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.23			.11
Net realized and unrealized gain (loss) on investment transactions		(.07	)		.06			.07
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.06			.29			.18

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.02	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		– 0	–		(.03	)		– 0	–

Net asset value, end of period		$ 10.50			$ 10.44			$ 10.18

Total Return
Total investment return based on net asset value^(e)		.57	%		2.82	%		1.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$276			$442			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.42	%^{^}		.41	%		.39	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		6.01	%^{^}		8.37	%		45.18	%^{^}
Net investment income^(c)(f)		2.40	%^{^}		2.28	%		1.79	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			149

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.32			$ 10.13			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.12			.06
Net realized and unrealized gain (loss) on investment transactions		(.10	)		.08			.07
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.02			.20			.13

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		– 0	–		(.01	)		– 0	–

Net asset value, end of period		$ 10.34			$ 10.32			$ 10.13

Total Return
Total investment return based on net asset value^(e)		.19	%		1.94	%		1.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$169			$126			$45
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.17	%^{^}		1.16	%		1.14	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		6.93	%^{^}		11.03	%		43.43	%^{^}
Net investment income^(c)(f)		2.35	%^{^}		1.19	%		.96	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


150		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.49			$ 10.20			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.20			.13
Net realized and unrealized gain (loss) on investment transactions		(.08	)		.10			.07
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.08			.30			.20

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		– 0	–		(.01	)		– 0	–

Net asset value, end of period		$ 10.57			$ 10.49			$ 10.20

Total Return
Total investment return based on net asset value^(e)		.76	%		2.91	%		2.00	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$22			$22			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.17	%^{^}		.16	%		.14	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		5.86	%^{^}		9.14	%		44.95	%^{^}
Net investment income^(c)(f)		3.01	%^{^}		1.98	%		2.05	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			151

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.16			$ 10.02			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.14			.10
Net realized and unrealized gain (loss) on investment transactions		(.07	)		.09			.06
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.06			.23			.16

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.08	)		(.14	)
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		(.16	)		(.09	)		(.14	)

Net asset value, end of period		$ 10.06			$ 10.16			$ 10.02

Total Return
Total investment return based on net asset value^(e)		.58	%		2.36	%		1.62	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$14			$33			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.67	%^{^}		.66	%		.64	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.57	%^{^}		5.08	%		30.60	%^{^}
Net investment income^(c)(f)		2.61	%^{^}		1.42	%		1.56	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


152		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.19			$ 10.04			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.22			.09
Net realized and unrealized gain (loss) on investment transactions		(.08	)		.04			.09
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.06			.26			.18

Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.10	)		(.14	)
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		(.19	)		(.11	)		(.14	)

Net asset value, end of period		$ 10.06			$ 10.19			$ 10.04

Total Return
Total investment return based on net asset value^(e)		.65	%		2.65	%		1.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,252			$8,303			$671
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.42	%^{^}		.41	%		.39	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.28	%^{^}		4.40	%		21.09	%^{^}
Net investment income^(c)(f)		2.76	%^{^}		2.26	%		1.45	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			153

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.05			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.27			.13
Net realized and unrealized gain (loss) on investment transactions		(.08	)		.02			.06
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.08			.29			.19

Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.10	)		(.14	)
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.11	)		(.14	)

Net asset value, end of period		$ 10.08			$ 10.23			$ 10.05

Total Return
Total investment return based on net asset value^(e)		.75	%		2.98	%		1.95	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$829			$668			$959
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.17	%^{^}		.15	%		.14	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.96	%^{^}		7.57	%		30.07	%^{^}
Net investment income^(c)(f)		3.07	%^{^}		2.71	%		2.06	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


154		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select Retirement Allocation Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.05			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.22			.13
Net realized and unrealized gain (loss) on investment transactions		(.08	)		.06			.06
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.08			.28			.19

Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.10	)		(.14	)
Distributions from net realized gain on investment transactions		– 0	–		(.01	)		– 0	–

Total dividends and distributions		(.23	)		(.11	)		(.14	)

Net asset value, end of period		$ 10.07			$ 10.22			$ 10.05

Total Return
Total investment return based on net asset value^(e)		.80	%		2.88	%		1.95	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.17	%^{^}		.16	%		.14	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.84	%^{^}		7.38	%		30.15	%^{^}
Net investment income^(c)(f)		3.05	%^{^}		2.27	%		2.07	%^{^}
Portfolio turnover rate		34	%		102	%		12	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			155

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.47			$ 10.23			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.24			.16
Net realized and unrealized gain (loss) on investment transactions		(.01	)		.09			.10
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.12			.33			.26

Less: Dividends and Distributions
Dividends from net investment income		(.01	)		(.08	)		(.03	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.04	)		(.09	)		(.03	)

Net asset value, end of period		$ 10.55			$ 10.47			$ 10.23

Total Return
Total investment return based on net asset value^(e)		1.19	%		3.24	%		2.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$338			$629			$16
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.41	%^{^}		.40	%		.38	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.18	%^{^}		4.07	%		46.32	%^{^}
Net investment income^(c)(f)		2.47	%^{^}		2.47	%		2.53	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


156		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.39			$ 10.18			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.21			.12
Net realized and unrealized gain (loss) on investment transactions		(.03	)		.03			.08
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.08			.24			.20

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.02	)		(.02	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.03	)		(.03	)		(.02	)

Net asset value, end of period		$ 10.44			$ 10.39			$ 10.18

Total Return
Total investment return based on net asset value^(e)		.79	%		2.41	%		2.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$139			$106			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.16	%^{^}		1.15	%		1.13	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		4.03	%^{^}		5.48	%		47.09	%^{^}
Net investment income^(c)(f)		2.03	%^{^}		2.10	%		1.84	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			157

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.52			$ 10.24			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.25			.18
Net realized and unrealized gain (loss) on investment transactions		(.03	)		.10			.09
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.13			.35			.27

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.06	)		(.03	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.18	)		(.07	)		(.03	)

Net asset value, end of period		$ 10.47			$ 10.52			$ 10.24

Total Return
Total investment return based on net asset value^(e)		1.30	%		3.50	%		2.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$723			$717			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.16	%^{^}		.15	%		.13	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.98	%^{^}		3.56	%		46.11	%^{^}
Net investment income^(c)(f)		3.11	%^{^}		2.54	%		2.81	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


158		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.04			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.21			.15
Net realized and unrealized gain (loss) on investment transactions		(.02	)		.08			.09
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.11			.29			.24

Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.10	)		(.20	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.11	)		(.20	)

Net asset value, end of period		$ 10.11			$ 10.22			$ 10.04

Total Return
Total investment return based on net asset value^(e)		1.08	%		2.99	%		2.43	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$602			$622			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.66	%^{^}		.65	%		.63	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.71	%^{^}		3.59	%		30.49	%^{^}
Net investment income^(c)(f)		2.60	%^{^}		2.12	%		2.31	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			159

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.24			$ 10.05			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.23			.10
Net realized and unrealized gain (loss) on investment transactions		(.03	)		.08			.15
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase in net asset value from operations		.11			.31			.25

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.11	)		(.20	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.24	)		(.12	)		(.20	)

Net asset value, end of period		$ 10.11			$ 10.24			$ 10.05

Total Return
Total investment return based on net asset value^(e)		1.12	%		3.16	%		2.54	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,455			$13,222			$597
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.41	%^{^}		.40	%		.38	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.38	%^{^}		2.84	%		23.54	%^{^}
Net investment income^(c)(f)		2.75	%^{^}		2.39	%		1.72	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


160		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.28			$ 10.07			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.31			.18
Net realized and unrealized gain (loss) on investment transactions		(.03	)^†		.02			.09

Net increase in net asset value from operations		.14			.33			.27

Less: Dividends and Distributions
Dividends from net investment income		(.28	)		(.11	)		(.20	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.31	)		(.12	)		(.20	)

Net asset value, end of period		$ 10.11			$ 10.28			$ 10.07

Total Return
Total investment return based on net asset value^(e)		1.37	%		3.38	%		2.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$47			$14			$966
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.16	%^{^}		.13	%		.13	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.10	%^{^}		10.46	%		29.96	%^{^}
Net investment income^(c)(f)		3.34	%^{^}		3.17	%		2.82	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			161

Financial Highlights

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


	AB Multi-Manager Select 2010 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.28			$ 10.07			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.23			.18
Net realized and unrealized gain (loss) on investment transactions		(.02	)		.10			.09

Net increase in net asset value from operations		.14			.33			.27

Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.11	)		(.20	)
Distributions from net realized gain on investment transactions		(.03	)		(.01	)		– 0	–

Total dividends and distributions		(.29	)		(.12	)		(.20	)

Net asset value, end of period		$ 10.13			$ 10.28			$ 10.07

Total Return
Total investment return based on net asset value^(e)		1.39	%		3.38	%		2.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$11			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.16	%^{^}		.15	%		.13	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.98	%^{^}		6.29	%		30.01	%^{^}
Net investment income^(c)(f)		3.14	%^{^}		2.39	%		2.82	%^{^}
Portfolio turnover rate		26	%		116	%		15	%

See footnote summary on page 226.


162		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.46			$ 10.26			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.24			.10
Net realized and unrealized gain on investment transactions		.06			.09			.20	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.19			.33			.30

Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.13	)		(.04	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.24	)		(.13	)		(.04	)

Net asset value, end of period		$ 10.41			$ 10.46			$ 10.26

Total Return
Total investment return based on net asset value^(e)		1.85	%		3.33	%		2.99	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,028			$3,613			$168
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.40	%^{^}		.40	%		.42	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.10	%^{^}		1.31	%		26.98	%^{^}
Net investment income^(c)(f)		2.45	%^{^}		2.47	%		1.50	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			163

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.40			$ 10.21			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.15			.06
Net realized and unrealized gain on investment transactions		.03			.11			.19	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.15			.26			.25

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.07	)		(.04	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.19	)		(.07	)		(.04	)

Net asset value, end of period		$ 10.36			$ 10.40			$ 10.21

Total Return
Total investment return based on net asset value^(e)		1.44	%		2.63	%		2.45	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$729			$717			$374
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.15	%^{^}		1.16	%		1.17	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.87	%^{^}		2.52	%		19.67	%^{^}
Net investment income^(c)(f)		2.23	%^{^}		1.55	%		.90	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


164		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.63			$ 10.27			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.27			.12
Net realized and unrealized gain on investment transactions		.04			.11			.19	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.21			.38			.31

Less: Dividends and Distributions
Dividends from net investment income		(.24	)		(.02	)		(.04	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.30	)		(.02	)		(.04	)

Net asset value, end of period		$ 10.54			$ 10.63			$ 10.27

Total Return
Total investment return based on net asset value^(e)		1.98	%		3.68	%		3.11	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72			$70			$61
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.15	%^{^}		.16	%		.17	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.87	%^{^}		1.58	%		26.67	%^{^}
Net investment income^(c)(f)		3.24	%^{^}		2.68	%		1.82	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			165

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.25			$ 10.07			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.21			.11
Net realized and unrealized gain on investment transactions		.04			.10			.17	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.18			.31			.28

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.13	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.23	)		(.13	)		(.21	)

Net asset value, end of period		$ 10.20			$ 10.25			$ 10.07

Total Return
Total investment return based on net asset value^(e)		1.71	%		3.10	%		2.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$388			$375			$247
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.65	%^{^}		.66	%		.67	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.49	%^{^}		1.95	%		15.95	%^{^}
Net investment income^(c)(f)		2.73	%^{^}		2.15	%		1.74	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


166		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.28			$ 10.09			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.24			.08
Net realized and unrealized gain on investment transactions		.03			.09			.22	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.18			.33			.30

Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.14	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.26	)		(.14	)		(.21	)

Net asset value, end of period		$ 10.20			$ 10.28			$ 10.09

Total Return
Total investment return based on net asset value^(e)		1.79	%		3.35	%		3.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$38,359			$41,604			$3,780
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.40	%^{^}		.41	%		.42	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.18	%^{^}		1.37	%		10.55	%^{^}
Net investment income^(c)(f)		2.92	%^{^}		2.48	%		1.30	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			167

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.31			$ 10.10			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.30			.18
Net realized and unrealized gain on investment transactions		.03			.06			.14	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.20			.36			.32

Less: Dividends and Distributions
Dividends from net investment income		(.24	)		(.15	)		(.22	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.30	)		(.15	)		(.22	)

Net asset value, end of period		$ 10.21			$ 10.31			$ 10.10

Total Return
Total investment return based on net asset value^(e)		1.97	%		3.60	%		3.17	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$342			$541			$969
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.15	%^{^}		.16	%		.17	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.84	%^{^}		1.74	%		25.68	%^{^}
Net investment income^(c)(f)		3.34	%^{^}		3.06	%		2.91	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


168		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2015 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.31			$ 10.10			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.24			.18
Net realized and unrealized gain on investment transactions		.03			.11			.14	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.20			.35			.32

Less: Dividends and Distributions
Dividends from net investment income		(.25	)		(.14	)		(.22	)
Distributions from net realized gain on investment transactions		(.06	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.31	)		(.14	)		(.22	)

Net asset value, end of period		$ 10.20			$ 10.31			$ 10.10

Total Return
Total investment return based on net asset value^(e)		1.92	%		3.60	%		3.17	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$11			$11			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.15	%^{^}		.16	%		.17	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.75	%^{^}		1.47	%		25.70	%^{^}
Net investment income^(c)(f)		3.25	%^{^}		2.49	%		2.91	%^{^}
Portfolio turnover rate		21	%		83	%		18	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			169

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.46			$ 10.28			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.23			.12
Net realized and unrealized gain on investment transactions		.10			.09			.24	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.24			.32			.36

Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.13	)		(.08	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.23	)		(.14	)		(.08	)

Net asset value, end of period		$ 10.47			$ 10.46			$ 10.28

Total Return
Total investment return based on net asset value^(e)		2.33	%		3.19	%		3.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,261			$8,339			$521
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.45	%^{^}		.45	%		.46	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.82	%^{^}		1.00	%		9.77	%^{^}
Net investment income^(c)(f)		2.58	%^{^}		2.37	%		2.00	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


170		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.36			$ 10.23			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.15			.06
Net realized and unrealized gain on investment transactions		.08			.09			.24	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.20			.24			.30

Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.10	)		(.07	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.17	)		(.11	)		(.07	)

Net asset value, end of period		$ 10.39			$ 10.36			$ 10.23

Total Return
Total investment return based on net asset value^(e)		1.99	%		2.38	%		3.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,269			$1,286			$370
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.20	%^{^}		1.20	%		1.21	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.58	%^{^}		1.82	%		12.82	%^{^}
Net investment income^(c)(f)		2.28	%^{^}		1.57	%		.95	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			171

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.50			$ 10.30			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.29			.18
Net realized and unrealized gain on investment transactions		.07			.05			.20	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.25			.34			.38

Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.13	)		(.08	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.27	)		(.14	)		(.08	)

Net asset value, end of period		$ 10.48			$ 10.50			$ 10.30

Total Return
Total investment return based on net asset value^(e)		2.48	%		3.36	%		3.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$192			$179			$15
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.20	%^{^}		.20	%		.21	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.58	%^{^}		.69	%		25.25	%^{^}
Net investment income^(c)(f)		3.36	%^{^}		2.96	%		2.74	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


172		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.23			$ 10.09			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.22			.12
Net realized and unrealized gain on investment transactions		.09			.06			.22	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.23			.28			.34

Less: Dividends and Distributions
Dividends from net investment income		(.14	)		(.13	)		(.25	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.19	)		(.14	)		(.25	)

Net asset value, end of period		$ 10.27			$ 10.23			$ 10.09

Total Return
Total investment return based on net asset value^(e)		2.30	%		2.84	%		3.43	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,977			$2,328			$296
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.70	%^{^}		.70	%		.71	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.23	%^{^}		1.36	%		8.32	%^{^}
Net investment income^(c)(f)		2.74	%^{^}		2.25	%		1.93	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			173

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.27			$ 10.11			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.23			.10
Net realized and unrealized gain on investment transactions		.08			.07			.26	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.24			.30			.36

Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.13	)		(.25	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.24	)		(.14	)		(.25	)

Net asset value, end of period		$ 10.27			$ 10.27			$ 10.11

Total Return
Total investment return based on net asset value^(e)		2.39	%		3.08	%		3.65	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72,883			$72,587			$6,854
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.45	%^{^}		.45	%		.46	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.92	%^{^}		1.04	%		5.40	%^{^}
Net investment income^(c)(f)		3.05	%^{^}		2.40	%		1.68	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


174		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.30			$ 10.12			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.28			.19
Net realized and unrealized gain on investment transactions		.08			.05			.18	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.25			.33			.37

Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.14	)		(.25	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.27	)		(.15	)		(.25	)

Net asset value, end of period		$ 10.28			$ 10.30			$ 10.12

Total Return
Total investment return based on net asset value^(e)		2.51	%		3.34	%		3.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,301			$2,376			$975
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.20	%^{^}		.20	%		.21	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.59	%^{^}		.80	%		24.45	%^{^}
Net investment income^(c)(f)		3.24	%^{^}		2.89	%		2.98	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			175

Financial Highlights

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


	AB Multi-Manager Select 2020 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.30			$ 10.12			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.24			.19
Net realized and unrealized gain on investment transactions		.08			.09			.18	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.25			.33			.37

Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.14	)		(.25	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.28	)		(.15	)		(.25	)

Net asset value, end of period		$ 10.27			$ 10.30			$ 10.12

Total Return
Total investment return based on net asset value^(e)		2.49	%		3.32	%		3.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$11			$11			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.20	%^{^}		.20	%		.21	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.49	%^{^}		.97	%		24.49	%^{^}
Net investment income^(c)(f)		3.33	%^{^}		2.42	%		2.99	%^{^}
Portfolio turnover rate		25	%		81	%		100	%

See footnote summary on page 226.


176		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.45			$ 10.33			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.24			.11
Net realized and unrealized gain on investment transactions		.19			.03			.33	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.31			.27			.44

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.15	)		(.11	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.23	)		(.15	)		(.11	)

Net asset value, end of period		$ 10.53			$ 10.45			$ 10.33

Total Return
Total investment return based on net asset value^(e)		3.01	%		2.65	%		4.43	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,143			$8,857			$174
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.44	%^{^}		.44	%		.45	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.74	%^{^}		.83	%		13.53	%^{^}
Net investment income^(c)(f)		2.29	%^{^}		2.39	%		1.73	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			177

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period	��	$ 10.38			$ 10.29			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.14			.05
Net realized and unrealized gain on investment transactions		.14			.06			.35	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.27			.20			.40

Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.11	)		(.11	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.20	)		(.11	)		(.11	)

Net asset value, end of period		$ 10.45			$ 10.38			$ 10.29

Total Return
Total investment return based on net asset value^(e)		2.60	%		1.97	%		3.99	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$864			$818			$138
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.19	%^{^}		1.19	%		1.20	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.51	%^{^}		1.68	%		15.69	%^{^}
Net investment income^(c)(f)		2.45	%^{^}		1.38	%		.72	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


178		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.51			$ 10.35			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.25			.11
Net realized and unrealized gain on investment transactions		.14			.05			.35	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.32			.30			.46

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.14	)		(.11	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.29	)		(.14	)		(.11	)

Net asset value, end of period		$ 10.54			$ 10.51			$ 10.35

Total Return
Total investment return based on net asset value^(e)		3.12	%		2.97	%		4.65	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$773			$708			$534
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.19	%^{^}		.19	%		.20	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.50	%^{^}		.79	%		13.26	%^{^}
Net investment income^(c)(f)		3.47	%^{^}		2.51	%		1.71	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			179

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.24			$ 10.14			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.20			.12
Net realized and unrealized gain on investment transactions		.14			.04			.31	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.29			.24			.43

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.14	)		(.29	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.23	)		(.14	)		(.29	)

Net asset value, end of period		$ 10.30			$ 10.24			$ 10.14

Total Return
Total investment return based on net asset value^(e)		2.86	%		2.44	%		4.28	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,831			$2,802			$482
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.69	%^{^}		.69	%		.70	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.13	%^{^}		1.01	%		7.14	%^{^}
Net investment income^(c)(f)		2.95	%^{^}		2.10	%		1.98	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


180		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.28			$ 10.16			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.22			.09
Net realized and unrealized gain on investment transactions		.14			.05			.36	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.30			.27			.45

Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.15	)		(.29	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.26	)		(.15	)		(.29	)

Net asset value, end of period		$ 10.32			$ 10.28			$ 10.16

Total Return
Total investment return based on net asset value^(e)		2.98	%		2.71	%		4.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$107,736			$106,535			$10,497
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.44	%^{^}		.44	%		.45	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.82	%^{^}		.92	%		5.97	%^{^}
Net investment income^(c)(f)		3.16	%^{^}		2.26	%		1.46	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			181

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.31			$ 10.17			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.27			.19
Net realized and unrealized gain on investment transactions		.14			.02			.27	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.32			.29			.46

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.15	)		(.29	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.29	)		(.15	)		(.29	)

Net asset value, end of period		$ 10.34			$ 10.31			$ 10.17

Total Return
Total investment return based on net asset value^(e)		3.19	%		2.96	%		4.62	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,418			$2,421			$984
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.19	%^{^}		.19	%		.20	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.49	%^{^}		.65	%		22.66	%^{^}
Net investment income^(c)(f)		3.46	%^{^}		2.77	%		3.04	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


182		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2025 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.31			$ 10.17			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.23			.23			.19
Net realized and unrealized gain on investment transactions		.09			.06			.27	^†
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.32			.29			.46

Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.15	)		(.29	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.30	)		(.15	)		(.29	)

Net asset value, end of period		$ 10.33			$ 10.31			$ 10.17

Total Return
Total investment return based on net asset value^(e)		3.18	%		2.95	%		4.62	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$35			$11			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.19	%^{^}		.19	%		.20	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.40	%^{^}		.78	%		22.69	%^{^}
Net investment income^(c)(f)		4.52	%^{^}		2.32	%		3.04	%^{^}
Portfolio turnover rate		24	%		75	%		22	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			183

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.50			$ 10.39			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.21			.08
Net realized and unrealized gain on investment transactions		.27			.04			.47
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.40			.25			.55

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.13	)		(.16	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.24	)		(.14	)		(.16	)

Net asset value, end of period		$ 10.66			$ 10.50			$ 10.39

Total Return
Total investment return based on net asset value^(e)		3.88	%		2.52	%		5.49	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,949			$8,554			$317
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.48	%^{^}		.48	%		.49	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.83	%^{^}		.97	%		18.85	%^{^}
Net investment income^(c)(f)		2.43	%^{^}		2.14	%		1.18	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


184		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.42			$ 10.35			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.12			.12
Net realized and unrealized gain on investment transactions		.23			.07			.38
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.35			.19			.50

Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.11	)		(.15	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.20	)		(.12	)		(.15	)

Net asset value, end of period		$ 10.57			$ 10.42			$ 10.35

Total Return
Total investment return based on net asset value^(e)		3.44	%		1.86	%		5.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$964			$911			$20
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.23	%^{^}		1.23	%		1.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.60	%^{^}		1.83	%		25.83	%^{^}
Net investment income^(c)(f)		2.30	%^{^}		1.17	%		1.88	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			185

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.55			$ 10.41			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.25			.12
Net realized and unrealized gain on investment transactions		.23			.04			.45
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.41			.29			.57

Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.14	)		(.16	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.29	)		(.15	)		(.16	)

Net asset value, end of period		$ 10.67			$ 10.55			$ 10.41

Total Return
Total investment return based on net asset value^(e)		3.99	%		2.82	%		5.71	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$734			$702			$50
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.23	%^{^}		.23	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.59	%^{^}		.70	%		18.70	%^{^}
Net investment income^(c)(f)		3.35	%^{^}		2.54	%		1.82	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


186		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.29			$ 10.20			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.18			.10
Net realized and unrealized gain on investment transactions		.22			.05			.43
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.37			.23			.53

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.13	)		(.33	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.14	)		(.33	)

Net asset value, end of period		$ 10.44			$ 10.29			$ 10.20

Total Return
Total investment return based on net asset value^(e)		3.65	%		2.32	%		5.35	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,438			$1,866			$380
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.73	%^{^}		.73	%		.74	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.22	%^{^}		1.40	%		8.24	%^{^}
Net investment income^(c)(f)		2.83	%^{^}		1.89	%		1.70	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			187

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.32			$ 10.21			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.20			.08
Net realized and unrealized gain on investment transactions		.23			.06			.46
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.39			.26			.54

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.14	)		(.33	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.26	)		(.15	)		(.33	)

Net asset value, end of period		$ 10.45			$ 10.32			$ 10.21

Total Return
Total investment return based on net asset value^(e)		3.86	%		2.60	%		5.47	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72,378			$70,952			$7,785
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.48	%^{^}		.48	%		.49	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.91	%^{^}		1.06	%		7.09	%^{^}
Net investment income^(c)(f)		3.09	%^{^}		2.08	%		1.28	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


188		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.35			$ 10.23			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.24			.18
Net realized and unrealized gain on investment transactions		.23			.03			.38
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.41			.27			.56

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.14	)		(.33	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.30	)		(.15	)		(.33	)

Net asset value, end of period		$ 10.46			$ 10.35			$ 10.23

Total Return
Total investment return based on net asset value^(e)		3.99	%		2.75	%		5.69	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,205			$2,682			$994
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.23	%^{^}		.23	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.58	%^{^}		.80	%		22.26	%^{^}
Net investment income^(c)(f)		3.53	%^{^}		2.42	%		2.90	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			189

Financial Highlights

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


	AB Multi-Manager Select 2030 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.35			$ 10.23			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.21			.18
Net realized and unrealized gain on investment transactions		.23			.06			.38
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.41			.27			.56

Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.14	)		(.33	)
Distributions from net realized gain on investment transactions		(.09	)		(.01	)		– 0	–

Total dividends and distributions		(.30	)		(.15	)		(.33	)

Net asset value, end of period		$ 10.46			$ 10.35			$ 10.23

Total Return
Total investment return based on net asset value^(e)		4.04	%		2.74	%		5.69	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12			$11			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.23	%^{^}		.23	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.48	%^{^}		.95	%		22.28	%^{^}
Net investment income^(c)(f)		3.43	%^{^}		2.11	%		2.88	%^{^}
Portfolio turnover rate		30	%		72	%		35	%

See footnote summary on page 226.


190		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.47			$ 10.44			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.12			.18			.07
Net realized and unrealized gain on investment transactions		.35			.00	^(d)		.56
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.47			.18			.63

Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.15	)		(.19	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.19	)		(.15	)		(.19	)

Net asset value, end of period		$ 10.75			$ 10.47			$ 10.44

Total Return
Total investment return based on net asset value^(e)		4.57	%		1.79	%		6.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,519			$7,259			$288
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.49	%^{^}		.49	%		.49	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.91	%^{^}		1.13	%		14.64	%^{^}
Net investment income^(c)(f)		2.20	%^{^}		1.79	%		1.09	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			191

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.38			$ 10.40			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.08			.05
Net realized and unrealized gain on investment transactions		.28			.02			.54
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.41			.10			.59

Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.12	)		(.19	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.16	)		(.12	)		(.19	)

Net asset value, end of period		$ 10.63			$ 10.38			$ 10.40

Total Return
Total investment return based on net asset value^(e)		4.03	%		.98	%		5.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,055			$959			$65
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.24	%^{^}		1.24	%		1.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.69	%^{^}		2.00	%		19.46	%^{^}
Net investment income^(c)(f)		2.39	%^{^}		.84	%		.76	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


192		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.55			$ 10.45			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.20			.07
Net realized and unrealized gain on investment transactions		.30			.02			.57
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.48			.22			.64

Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.12	)		(.19	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.26	)		(.12	)		(.19	)

Net asset value, end of period		$ 10.77			$ 10.55			$ 10.45

Total Return
Total investment return based on net asset value^(e)		4.58	%		2.12	%		6.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$462			$450			$171
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.24	%^{^}		.24	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.68	%^{^}		.99	%		21.13	%^{^}
Net investment income^(c)(f)		3.33	%^{^}		2.03	%		1.16	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			193

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.25			$ 10.25			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.15			.10
Net realized and unrealized gain on investment transactions		.29			.00	^(d)		.51
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.44			.15			.61

Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.15	)		(.36	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.20	)		(.15	)		(.36	)

Net asset value, end of period		$ 10.49			$ 10.25			$ 10.25

Total Return
Total investment return based on net asset value^(e)		4.32	%		1.49	%		6.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,487			$1,396			$216
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.74	%^{^}		.74	%		.74	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.28	%^{^}		1.46	%		9.15	%^{^}
Net investment income^(c)(f)		2.88	%^{^}		1.57	%		1.62	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


194		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.29			$ 10.26			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.17			.07
Net realized and unrealized gain on investment transactions		.30			.01			.56
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.46			.18			.63

Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.15	)		(.37	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.23	)		(.15	)		(.37	)

Net asset value, end of period		$ 10.52			$ 10.29			$ 10.26

Total Return
Total investment return based on net asset value^(e)		4.50	%		1.85	%		6.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$65,260			$58,198			$6,768
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.49	%^{^}		.49	%		.49	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.97	%^{^}		1.17	%		6.39	%^{^}
Net investment income^(c)(f)		3.11	%^{^}		1.72	%		1.16	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			195

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.32			$ 10.28			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.18			.20			.17
Net realized and unrealized gain on investment transactions		.29			.00	^(d)		.48
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.47			.20			.65

Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.16	)		(.37	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.26	)		(.16	)		(.37	)

Net asset value, end of period		$ 10.53			$ 10.32			$ 10.28

Total Return
Total investment return based on net asset value^(e)		4.61	%		2.01	%		6.56	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,756			$3,084			$1,001
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.24	%^{^}		.24	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.64	%^{^}		.91	%		22.51	%^{^}
Net investment income^(c)(f)		3.52	%^{^}		2.10	%		2.65	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


196		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2035 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.32			$ 10.28			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.20			.17			.17
Net realized and unrealized gain on investment transactions		.28			.03			.48
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.48			.20			.65

Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.16	)		(.37	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.27	)		(.16	)		(.37	)

Net asset value, end of period		$ 10.53			$ 10.32			$ 10.28

Total Return
Total investment return based on net asset value^(e)		4.68	%		2.00	%		6.56	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17			$11			$12
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.24	%^{^}		.24	%		.24	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.53	%^{^}		1.16	%		22.53	%^{^}
Net investment income^(c)(f)		3.79	%^{^}		1.77	%		2.64	%^{^}
Portfolio turnover rate		24	%		74	%		17	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			197

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.40			$ 10.42			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.09			.14			.11
Net realized and unrealized gain (loss) on investment transactions		.40			(.01	)^†		.58
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.49			.13			.69

Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.15	)		(.27	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.16	)		(.15	)		(.27	)

Net asset value, end of period		$ 10.73			$ 10.40			$ 10.42

Total Return
Total investment return based on net asset value^(e)		4.77	%		1.28	%		6.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,056			$6,816			$77
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.01	%^{^}		1.18	%		23.89	%^{^}
Net investment income^(c)(f)		1.73	%^{^}		1.45	%		1.69	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


198		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.33			$ 10.39			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.03			.09
Net realized and unrealized gain on investment transactions		.34			.01			.56
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.45			.04			.65

Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.10	)		(.26	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.15	)		(.10	)		(.26	)

Net asset value, end of period		$ 10.63			$ 10.33			$ 10.39

Total Return
Total investment return based on net asset value^(e)		4.41	%		.44	%		6.57	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$904			$844			$26
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.27	%^{^}		1.27	%		1.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.80	%^{^}		2.03	%		30.19	%^{^}
Net investment income^(c)(f)		2.07	%^{^}		.35	%		1.35	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			199

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.49			$ 10.45			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.16			.15
Net realized and unrealized gain (loss) on investment transactions		.34			(.02	)^†		.57
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.51			.14			.72

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.10	)		(.27	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.24	)		(.10	)		(.27	)

Net asset value, end of period		$ 10.76			$ 10.49			$ 10.45

Total Return
Total investment return based on net asset value^(e)		4.91	%		1.40	%		7.24	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$372			$268			$15
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.80	%^{^}		.89	%		29.08	%^{^}
Net investment income^(c)(f)		3.21	%^{^}		1.58	%		2.33	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


200		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.18			$ 10.24			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.13			.11
Net realized and unrealized gain (loss) on investment transactions		.35			(.04	)^†		.57
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.48			.09			.68

Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.15	)		(.44	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.19	)		(.15	)		(.44	)

Net asset value, end of period		$ 10.47			$ 10.18			$ 10.24

Total Return
Total investment return based on net asset value^(e)		4.71	%		.92	%		6.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,301			$1,224			$36
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.77	%^{^}		.77	%		.78	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.37	%^{^}		1.45	%		14.63	%^{^}
Net investment income^(c)(f)		2.59	%^{^}		1.33	%		1.71	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			201

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.25			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.13			.06
Net realized and unrealized gain (loss) on investment transactions		.34			(.01	)^†		.63
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.49			.12			.69

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.15	)		(.44	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.21	)		(.15	)		(.44	)

Net asset value, end of period		$ 10.50			$ 10.22			$ 10.25

Total Return
Total investment return based on net asset value^(e)		4.81	%		1.23	%		7.03	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$45,926			$46,834			$8,623
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.06	%^{^}		1.30	%		5.69	%^{^}
Net investment income^(c)(f)		2.83	%^{^}		1.38	%		1.03	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


202		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.25			$ 10.27			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.17			.19			.15
Net realized and unrealized gain (loss) on investment transactions		.34			(.05	)^†		.56
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.51			.14			.71

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.16	)		(.44	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.25	)		(.16	)		(.44	)

Net asset value, end of period		$ 10.51			$ 10.25			$ 10.27

Total Return
Total investment return based on net asset value^(e)		4.94	%		1.40	%		7.25	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,649			$2,140			$1,008
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.73	%^{^}		1.11	%		18.71	%^{^}
Net investment income^(c)(f)		3.18	%^{^}		2.00	%		2.44	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			203

Financial Highlights

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


	AB Multi-Manager Select 2040 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.25			$ 10.27			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.14			.04
Net realized and unrealized gain on investment transactions		.35			.00	^(d)		.67
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.51			.14			.71

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.16	)		(.44	)
Distributions from net realized gain on investment transactions		(.08	)		(.00	)^(d)		– 0	–

Total dividends and distributions		(.25	)		(.16	)		(.44	)

Net asset value, end of period		$ 10.51			$ 10.25			$ 10.27

Total Return
Total investment return based on net asset value^(e)		5.00	%		1.38	%		7.25	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$545			$519			$522
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.63	%^{^}		1.29	%		16.54	%^{^}
Net investment income^(c)(f)		3.06	%^{^}		1.46	%		.68	%^{^}
Portfolio turnover rate		24	%		69	%		16	%

See footnote summary on page 226.


204		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.43			$ 10.51			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10			.15			.12
Net realized and unrealized gain (loss) on investment transactions		.42			(.08	)^†		.60
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.52			.07			.72

Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.14	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.13	)		(.15	)		(.21	)

Net asset value, end of period		$ 10.82			$ 10.43			$ 10.51

Total Return
Total investment return based on net asset value^(e)		5.03	%		.76	%		7.21	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,688			$5,107			$111
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.51	%^{^}		.52	%		.54	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.28	%^{^}		1.50	%		28.43	%^{^}
Net investment income^(c)(f)		1.82	%^{^}		1.48	%		1.96	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			205

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.43			$ 10.47			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.10			.04			.01
Net realized and unrealized gain (loss) on investment transactions		.38			(.05	)^†		.66
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase (decrease) in net asset value from operations		.48			(.01	)		.67

Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.02	)		(.20	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.10	)		(.03	)		(.20	)

Net asset value, end of period		$ 10.81			$ 10.43			$ 10.47

Total Return
Total investment return based on net asset value^(e)		4.65	%		(.05	) %		6.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$306			$289			$84
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.26	%^{^}		1.27	%		1.29	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.07	%^{^}		2.74	%		27.00	%^{^}
Net investment income^(c)(f)		1.98	%^{^}		.45	%		.14	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


206		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.54			$ 10.53			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.18			.15
Net realized and unrealized gain (loss) on investment transactions		.40			(.09	)^†		.59
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.54			.09			.74

Less: Dividends and Distributions
Dividends from net investment income		(.14	)		(.07	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.20	)		(.08	)		(.21	)

Net asset value, end of period		$ 10.88			$ 10.54			$ 10.53

Total Return
Total investment return based on net asset value^(e)		5.16	%		.86	%		7.43	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28			$53			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.26	%^{^}		.27	%		.29	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.04	%^{^}		1.39	%		29.40	%^{^}
Net investment income^(c)(f)		2.61	%^{^}		1.81	%		2.35	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			207

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.20			$ 10.32			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.13			.10
Net realized and unrealized gain (loss) on investment transactions		.36			(.09	)^†		.60
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.49			.04			.70

Less: Dividends and Distributions
Dividends from net investment income		(.10	)		(.15	)		(.38	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.16	)		(.16	)		(.38	)

Net asset value, end of period		$ 10.53			$ 10.20			$ 10.32

Total Return
Total investment return based on net asset value^(e)		4.88	%		.41	%		7.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,040			$1,836			$63
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.76	%^{^}		.77	%		.79	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.50	%^{^}		1.60	%		15.63	%^{^}
Net investment income^(c)(f)		2.54	%^{^}		1.33	%		1.53	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


208		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.24			$ 10.34			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.13			.06
Net realized and unrealized gain (loss) on investment transactions		.38			(.07	)^†		.66
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.52			.06			.72

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.15	)		(.38	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.19	)		(.16	)		(.38	)

Net asset value, end of period		$ 10.57			$ 10.24			$ 10.34

Total Return
Total investment return based on net asset value^(e)		5.14	%		.62	%		7.32	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$36,875			$34,012			$6,077
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.51	%^{^}		.52	%		.54	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.19	%^{^}		1.57	%		7.63	%^{^}
Net investment income^(c)(f)		2.77	%^{^}		1.32	%		.93	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			209

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.27			$ 10.34			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.17			.15
Net realized and unrealized gain (loss) on investment transactions		.36			(.08	)^†		.57
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.52			.09			.72

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.15	)		(.38	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.16	)		(.38	)

Net asset value, end of period		$ 10.57			$ 10.27			$ 10.34

Total Return
Total investment return based on net asset value^(e)		5.13	%		.97	%		7.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,727			$2,319			$1,009
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.26	%^{^}		.27	%		.29	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.86	%^{^}		1.41	%		23.10	%^{^}
Net investment income^(c)(f)		3.08	%^{^}		1.79	%		2.36	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


210		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2045 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.27			$ 10.34			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.14			.06
Net realized and unrealized gain (loss) on investment transactions		.37			(.05	)^†		.66
Contributions from Affiliates		– 0	–		.00	^(d)		.00	^(d)

Net increase in net asset value from operations		.53			.09			.72

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.15	)		(.38	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.23	)		(.16	)		(.38	)

Net asset value, end of period		$ 10.57			$ 10.27			$ 10.34

Total Return
Total investment return based on net asset value^(e)		5.20	%		.96	%		7.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$334			$316			$346
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.26	%^{^}		.27	%		.29	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		.76	%^{^}		1.78	%		16.19	%^{^}
Net investment income^(c)(f)		2.99	%^{^}		1.41	%		.96	%^{^}
Portfolio turnover rate		25	%		67	%		14	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			211

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.49			$ 10.49			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.11			.09
Net realized and unrealized gain (loss) on investment transactions		.43			(.03	)^†		.61

Net increase in net asset value from operations		.54			.08			.70

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.07	)		(.21	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.05	)		(.08	)		(.21	)

Net asset value, end of period		$ 10.98			$ 10.49			$ 10.49

Total Return
Total investment return based on net asset value^(e)		5.17	%		.80	%		7.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$881			$1,206			$66
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.07	%^{^}		4.64	%		36.42	%^{^}
Net investment income^(c)(f)		2.11	%^{^}		1.13	%		1.37	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


212		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.44			$ 10.44			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.03			.09
Net realized and unrealized gain (loss) on investment transactions		.38			(.02	)^†		.56

Net increase in net asset value from operations		.49			.01			.65

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.21	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.05	)		(.01	)		(.21	)

Net asset value, end of period		$ 10.88			$ 10.44			$ 10.44

Total Return
Total investment return based on net asset value^(e)		4.72	%		.07	%		6.51	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$65			$50			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.27	%^{^}		1.27	%		1.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.97	%^{^}		5.86	%		41.11	%^{^}
Net investment income^(c)(f)		2.05	%^{^}		.27	%		1.39	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			213

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.60			$ 10.50			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.14			.15
Net realized and unrealized gain (loss) on investment transactions		.40			(.03	)^†		.56

Net increase in net asset value from operations		.56			.11			.71

Less: Dividends and Distributions
Dividends from net investment income		(.07	)		– 0	–		(.21	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.12	)		(.01	)		(.21	)

Net asset value, end of period		$ 11.04			$ 10.60			$ 10.50

Total Return
Total investment return based on net asset value^(e)		5.35	%		1.02	%		7.18	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72			$66			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.87	%^{^}		4.28	%		40.13	%^{^}
Net investment income^(c)(f)		2.94	%^{^}		1.44	%		2.38	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


214		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.21			$ 10.29			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.13			.06			.13
Net realized and unrealized gain on investment transactions		.39			.00	^(g)		.55

Net increase in net asset value from operations		.52			.06			.68

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.13	)		(.39	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.18	)		(.14	)		(.39	)

Net asset value, end of period		$ 10.55			$ 10.21			$ 10.29

Total Return
Total investment return based on net asset value^(e)		4.99	%		.60	%		6.85	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$455			$406			$22
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.77	%^{^}		.77	%		.78	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.33	%^{^}		2.75	%		25.29	%^{^}
Net investment income^(c)(f)		2.53	%^{^}		.57	%		2.03	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			215

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.23			$ 10.30			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.12			.07
Net realized and unrealized gain (loss) on investment transactions		.39			(.04	)^†		.62

Net increase in net asset value from operations		.53			.08			.69

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.18	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.58			$ 10.23			$ 10.30

Total Return
Total investment return based on net asset value^(e)		5.21	%		.80	%		6.97	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$14,718			$14,486			$1,613
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.02	%^{^}		2.99	%		16.29	%^{^}
Net investment income^(c)(f)		2.77	%^{^}		1.28	%		1.09	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


216		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.27			$ 10.32			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.17			.15
Net realized and unrealized gain (loss) on investment transactions		.38			(.07	)^†		.56

Net increase in net asset value from operations		.54			.10			.71

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.21	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.60			$ 10.27			$ 10.32

Total Return
Total investment return based on net asset value^(e)		5.29	%		1.05	%		7.19	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,759			$1,421			$1,007
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.69	%^{^}		3.58	%		27.24	%^{^}
Net investment income^(c)(f)		3.01	%^{^}		1.76	%		2.39	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			217

Financial Highlights

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


	AB Multi-Manager Select 2050 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.27			$ 10.32			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.13			.15
Net realized and unrealized gain (loss) on investment transactions		.38			(.03	)^†		.56

Net increase in net asset value from operations		.54			.10			.71

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.05	)		(.01	)		– 0	–

Total dividends and distributions		(.21	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.60			$ 10.27			$ 10.32

Total Return
Total investment return based on net asset value^(e)		5.34	%		1.04	%		7.19	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$11			$11			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.26	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.59	%^{^}		4.05	%		27.28	%^{^}
Net investment income^(c)(f)		2.97	%^{^}		1.36	%		2.38	%^{^}
Portfolio turnover rate		27	%		69	%		16	%

See footnote summary on page 226.


218		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.39			$ 10.48			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.12			.11
Net realized and unrealized gain (loss) on investment transactions		.41			(.09	)^†		.58
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.52			.03			.69

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.11	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.06	)		(.12	)		(.21	)

Net asset value, end of period		$ 10.85			$ 10.39			$ 10.48

Total Return
Total investment return based on net asset value^(e)		5.04	%		.35	%		6.96	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$690			$931			$25
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.90	%^{^}		4.64	%		22.61	%^{^}
Net investment income^(c)(f)		2.13	%^{^}		1.19	%		1.73	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			219

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.30			$ 10.44			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.11			.08			.09
Net realized and unrealized gain (loss) on investment transactions		.37			(.13	)^†		.56
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase (decrease) in net asset value from operations		.48			(.05	)		.65

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.08	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.06	)		(.09	)		(.21	)

Net asset value, end of period		$ 10.72			$ 10.30			$ 10.44

Total Return
Total investment return based on net asset value^(e)		4.70	%		(.45	) %		6.51	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$125			$71			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		1.27	%^{^}		1.27	%		1.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		3.75	%^{^}		6.16	%		24.47	%^{^}
Net investment income^(c)(f)		2.11	%^{^}		.81	%		1.39	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


220		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.51			$ 10.50			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.14			.04
Net realized and unrealized gain (loss) on investment transactions		.39			(.09	)^†		.67
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.55			.05			.71

Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.03	)		(.21	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.10	)		(.04	)		(.21	)

Net asset value, end of period		$ 10.96			$ 10.51			$ 10.50

Total Return
Total investment return based on net asset value^(e)		5.26	%		.52	%		7.18	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$489			$466			$347
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.67	%^{^}		5.66	%		22.48	%^{^}
Net investment income^(c)(f)		2.95	%^{^}		1.37	%		.69	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			221

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.17			$ 10.29			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.07			.12
Net realized and unrealized gain (loss) on investment transactions		.35			(.07	)^†		.56
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.49			– 0	–		.68

Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.11	)		(.39	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.17	)		(.12	)		(.39	)

Net asset value, end of period		$ 10.49			$ 10.17			$ 10.29

Total Return
Total investment return based on net asset value^(e)		4.92	%		.09	%		6.85	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$81			$66			$15
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.77	%^{^}		.77	%		.78	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.34	%^{^}		3.68	%		22.02	%^{^}
Net investment income^(c)(f)		2.70	%^{^}		.69	%		1.86	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


222		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.18			$ 10.29			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.14			.12			.07
Net realized and unrealized gain (loss) on investment transactions		.38			(.08	)^†		.61
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.52			.04			.68

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.19	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.51			$ 10.18			$ 10.29

Total Return
Total investment return based on net asset value^(e)		5.16	%		.42	%		6.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,927			$14,694			$1,300
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.52	%^{^}		.52	%		.53	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		2.03	%^{^}		3.08	%		16.63	%^{^}
Net investment income^(c)(f)		2.69	%^{^}		1.20	%		1.14	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			223

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.32			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.16			.17			.15
Net realized and unrealized gain (loss) on investment transactions		.37			(.12	)^†		.56
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.53			.05			.71

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.53			$ 10.22			$ 10.32

Total Return
Total investment return based on net asset value^(e)		5.23	%		.57	%		7.19	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,253			$878			$1,007
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.70	%^{^}		4.58	%		21.99	%^{^}
Net investment income^(c)(f)		3.13	%^{^}		1.80	%		2.39	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


224		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

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


	AB Multi-Manager Select 2055 Fund
	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			December 15, 2014^(a) to July 31, 2015


Net asset value, beginning of period		$ 10.22			$ 10.32			$ 10.00

Income From Investment Operations
Net investment income^(b)(c)		.15			.13			.15
Net realized and unrealized gain (loss) on investment transactions		.38			(.08	)^†		.56
Contributions from Affiliates		– 0	–		– 0	–		.00	^(d)

Net increase in net asset value from operations		.53			.05			.71

Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.14	)		(.39	)
Distributions from net realized gain on investment transactions		(.06	)		(.01	)		– 0	–

Total dividends and distributions		(.22	)		(.15	)		(.39	)

Net asset value, end of period		$ 10.53			$ 10.22			$ 10.32

Total Return
Total investment return based on net asset value^(e)		5.28	%		.56	%		7.19	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12			$13			$11
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)(g)		.27	%^{^}		.27	%		.28	%^{^}
Expenses, before waivers/reimbursements^(f)(g)		1.60	%^{^}		4.27	%		21.98	%^{^}
Net investment income^(c)(f)		2.84	%^{^}		1.36	%		2.38	%^{^}
Portfolio turnover rate		27	%		71	%		16	%

See footnote summary on page 226.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			225

Financial Highlights

(a)

Commencement of operations.

(b)

Based on average shares outstanding.

(c)

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

(d)

Amount is less than $.005.

(e)

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

(f)

The expense and net investment loss ratios do not include income earned or expenses incurred by the Funds through its Underlying Portfolios.

(g)

In connection with the Funds’ investments in affiliated underlying portfolios, the Funds incur no direct expenses, but bear proportionate shares of the acquired fund 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 Funds in an amount equal to the Funds’ pro rata share of certain acquired fund fees and expenses, and for the six months ended January 31, 2017 such waiver amounted to less than .005% for the Funds.

Annualized.

†

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

See notes to financial statements.


226		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.^(1), Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen⁽¹⁾

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Daniel J. Loewy^(2),Vice President

Christopher H. Nikolich^(2),Vice President

Vadim Zlotnikov^{(2) ,}Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Emilie D. Wrapp, Secretary

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

Transfer Agent

AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

Independent Registered Public Accounting Firm

Ernst & Young LLP
5 Times Square
New York, NY 10036

Legal Counsel

Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004

(1)

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

(2)

Messrs. Loewy, Nikolich, and Zlotnikov are the investment professionals at the Adviser with the most significant responsibility for the Adviser’s role in the day-to-day management of the Funds’ portfolios, which role includes monitoring the Funds’ sub-adviser and allocating Fund assets among asset classes.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			227

Board of Directors

Information Regarding the Review and Approval of the Advisory Agreement and Sub-Advisory Agreement in Respect of Each Fund

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved (i) the continuance of the Company’s Advisory Agreement with the Adviser in respect of each of the portfolios listed below (each, a “Fund” and collectively, the “Funds”) and (ii) the proposed amendment to the Sub-Advisory Agreement (the “Amended Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Advisory Contracts”) between the Adviser and Morningstar Investment Management LLC (formerly Morningstar Associates, LLC) (the “Sub-Adviser”) in respect of each Fund at a meeting held on August 2-3, 2016 (the “Meeting”).

•

AB Multi-Manager Select Retirement Allocation Fund

•

AB Multi-Manager Select 2010 Fund

•

AB Multi-Manager Select 2015 Fund

•

AB Multi-Manager Select 2020 Fund

•

AB Multi-Manager Select 2025 Fund

•

AB Multi-Manager Select 2030 Fund

•

AB Multi-Manager Select 2035 Fund

•

AB Multi-Manager Select 2040 Fund

•

AB Multi-Manager Select 2045 Fund

•

AB Multi-Manager Select 2050 Fund

•

AB Multi-Manager Select 2055 Fund

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

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Funds 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


228		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Funds and review extensive materials and information presented by the Adviser. The directors also receive an annual presentation from the Sub-Adviser addressing the Sub-Adviser’s services to the Funds.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage each Fund, and the overall arrangements (i) between each Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee and (ii) between the Adviser and the Sub-Adviser, as provided in the Amended Sub-Advisory Agreement, including the sub-advisory fee payable by the Adviser to the Sub-Adviser, 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


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			229

The directors noted that the Funds invest in a mix of mutual funds advised by the Adviser (“AB Mutual Funds”) and mutual funds and exchange-traded funds managed by third parties unaffiliated with the Adviser (“External Funds” and together with the AB Mutual Funds, “Underlying Funds”). The Sub-Adviser selects Underlying Funds within each asset class for investment by the Funds from among AB Mutual Funds and funds offered by other fund complexes that have entered into a participation agreement or similar arrangement with the Funds. The directors noted that the Amended Sub-Advisory Agreement gives broader latitude to the Sub-Adviser to identify funds for investment that are not in the current families of approved External Funds, subject to the Adviser’s ability to enter into the necessary arrangements with the new funds, and does not alter the original 33% target with 40% cap for AB Mutual Funds.

The quality of administrative and other services, including the Adviser’s role in coordinating the activities of each 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 each of the Funds under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Fund to the Adviser for the period ended December 31, 2014 and for calendar year 2015 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Funds, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Funds. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Funds before taxes and distribution expenses. The directors noted that the Funds were not profitable to the Adviser in the periods reviewed.


230		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, 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 Funds’ principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Funds’ shares; brokerage commissions paid by the Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The directors recognized that each Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for each Fund at each regular Board meeting during the year. At the Meeting, the directors reviewed information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, showing the performance of the Class A Shares of each Fund against a peer group and a peer universe selected by Broadridge, 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-year period ended May 31, 2016, and (in the case of comparisons with the broad-based securities market index) the period since inception. Based on their review, the directors concluded that each Fund’s investment performance was acceptable.

Advisory Fee and Other Expenses

The directors considered the advisory fee rate paid by each Fund to the Adviser and information prepared by Broadridge concerning advisory fee rates paid by other funds in the same Broadridge category as such Fund at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors considered each Fund’s contractual advisory fee rate against a peer group median.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			231

hand, and the institutional fee schedule and the schedule of fees charged to any offshore funds and any sub-advised funds, 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 Adviser reviewed with the directors the significantly greater scope of the services it provides to the Funds relative to institutional, offshore fund and sub-advised fund clients. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to funds such as the Funds, as well as the difference in fee structure, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that each Fund invests in Underlying Funds pursuant to a Fund of Funds Order from the SEC. The directors concluded that the advisory fee for each Fund is based on services provided that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the Underlying Funds in which the Funds may invest.

The directors considered the total expense ratio of the Class A shares of each Fund in comparison to a peer group and a peer universe selected by Broadridge. The Class A expense ratio of each Fund was based on the Fund’s latest fiscal year and the information (except in the case of AB Multi-Manager Select 2035 Fund) included the pro forma expense ratio to reflect the expense cap level effective January 6, 2016. The directors noted the effects of any fee waivers and/or expense reimbursements as a result of an undertaking by the Adviser. The directors noted that it was likely that the expense ratios of some of the other funds in each Fund’s Broadridge 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 Funds by others.

AB Multi-Manager Select Retirement Allocation Fund

AB Multi-Manager Select 2010 Fund

AB Multi-Manager Select 2015 Fund

AB Multi-Manager Select 2020 Fund

AB Multi-Manager Select 2030 Fund

AB Multi-Manager Select 2050 Fund


232		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

Based on their review, the directors concluded that each Fund’s pro forma expense ratio was acceptable.

AB Multi-Manager Select 2040 Fund

AB Multi-Manager Select 2045 Fund

AB Multi-Manager Select 2055 Fund

After reviewing and discussing the Adviser’s explanations of the reasons each Fund’s pro forma expense ratio was above its peer group median, the directors concluded that each Fund’s pro forma expense ratio was acceptable.

AB Multi-Manager Select 2025 Fund

AB Multi-Manager Select 2035 Fund

After reviewing and discussing the Adviser’s explanations of the reasons each Fund’s expense ratio (pro forma expense ratio in the case of AB Multi-Manager Select 2025 Fund) was above the medians, the directors concluded that such expense ratios were acceptable.

Approval of Amended Sub-Advisory Agreement

Nature, Extent and Quality of Services Provided and Performance

In determining to approve the Amended Sub-Advisory Agreement, the directors relied to a significant extent on the due diligence review performed by the Adviser to develop a recommendation to the directors for the Sub-Adviser to continue to serve as sub-adviser for each of the Funds. The directors also reviewed extensive materials concerning the Sub-Adviser. The directors’ review of the Sub-Adviser and the nature and quality of the services provided by it covered, among other things: (i) the Sub-Adviser’s operations and principal business activities, services provided by the Sub-Adviser and senior and professional personnel who perform services for the Funds, (ii) investment advisory services provided by the Sub-Adviser to the Funds, and (iii) the Sub-Adviser’s compliance structure and program.

Cost of Services Provided and Profitability

The directors considered the amount and competitiveness of the sub-advisory fee payable to the Sub-Adviser, noting that such fee had been negotiated by the Adviser (which is not affiliated with the Sub-Adviser) and was payable by the Adviser out of the advisory fee paid to the Adviser by the Funds. They also considered profitability information that the Adviser obtained from the Sub-Adviser.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			233

Economies of Scale

The directors noted that the advisory fee schedule for the Funds does not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors noted that the sub-advisory fee schedule for the Funds contains breakpoints that reduce fee rates on assets above specified levels. The sub-advisory fee schedule also provides for an annual minimum fee. Because the Sub-Adviser’s fee schedule includes breakpoints which the Adviser’s fee schedule does not, the Adviser would retain a larger fee on a percentage basis as the Funds grow. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser and the Sub-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 or sub-adviser and to the economies of scale that an adviser or sub-adviser may realize in its overall mutual fund or asset management 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 Funds, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor each Fund’s assets (which were well below the level at which they would anticipate adding an initial breakpoint) and its profitability (currently unprofitable) to the Adviser and anticipated revisiting the question of breakpoints in the advisory fee schedule in the future if circumstances warranted doing so.


234		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Relative Value Fund*

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund*

Tax-Managed International Portfolio

International/Global Growth

Concentrated International Growth Portfolio

International Growth Fund

International/Global Value

Asia ex-Japan 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

FIXED INCOME (continued)

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

* Prior to January 9, 2017, Relative Value Fund was named Growth & Income Fund; prior to November 1, 2016, Sustainable Global Thematic Fund was named Global Thematic Growth Fund.


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			235

AB Family of Funds

NOTES


236		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

NOTES


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			237

NOTES


238		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

NOTES


AB MULTI-MANAGER SELECT RETIREMENT FUNDS •			239

NOTES


240		• AB MULTI-MANAGER SELECT RETIREMENT FUNDS

LOGO

AB MULTI-MANAGER SELECT RETIREMENT FUNDS

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

MMSR-0152-0117 LOGO

JAN^01.31.17

LOGO

SEMI-ANNUAL REPORT

AB SMALL CAP GROWTH PORTFOLIO

LOGO

Investment Products Offered

•Are Not FDIC Insured

•May Lose Value

•Are Not Bank Guaranteed

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

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.

March 16, 2017

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Small Cap Growth Portfolio (the “Fund”) for the semi-annual reporting period ended January 31, 2017.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall US market. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total US equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). Because the Fund’s definition of smaller companies is dynamic, the limits on market capitalization will change with the markets.

The Fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Fund’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Fund may invest in foreign

securities. The Fund may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company regardless of general business conditions or movements of the market as a whole.

The Fund invests primarily in equity securities but may also invest in other types of securities, such as preferred stocks. The Fund may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. The Fund may also invest up to 20% of its total assets in rights or warrants.

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges.


AB SMALL CAP GROWTH PORTFOLIO •			1

Investment Results

The table on page 5 shows the Fund’s performance compared to its benchmark, the Russell 2000 Growth Index, for the six- and 12-month periods ended January 31, 2017.

For the six-month period, Class B and C shares underperformed the benchmark, all other share classes outperformed; for the 12-month period, all share classes of the Fund outperformed, before sales charges. Stock selection in the financials sector contributed to performance in the six-month period, relative to the benchmark. Financial stocks were buoyed by investors’ increased appetite for banks with strong earnings growth, given the steepening of the yield curve since the US presidential election. In health care, positive selection in biopharmaceuticals more than offset negative contribution from the medical services and devices subsectors. Positioning and stock selection in software detracted from returns, relative to the benchmark.

For the 12-month period, security selection in the consumer/commercial services sector contributed, particularly within consumer staples and consumer cyclicals, and in the health care sector, helped by positioning and holdings in the biopharmaceutical space. Stock selection in the

technology sector was the largest detractor; software as a group underperformed the broader market despite solid earnings releases from many of the Fund’s holdings.

The Fund did not utilize derivatives during the six- or 12-month periods.

Market Review and Investment Strategy

Global equities advanced overall during the six-month period ended January 31, 2017. Regional differences were slight, with US equities outperforming while international and emerging-market equities followed closely behind. The period was dominated by Donald Trump’s surprise win in the US presidential election. Investors speculated over potential policy changes with important implications for economic growth, trade and inflation. However, by the end of January, a newly announced US travel ban weighed on sentiment as investors sought to digest the potential economic impact on earnings growth in the consumer discretionary and technology sectors.

Reflecting a bottom-up investment process, the Fund’s Senior Investment Management Team continues to find opportunities across most sectors, with a greater emphasis on companies that are less dependent on the short-term macro outlook.


2		• AB SMALL CAP GROWTH PORTFOLIO

DISCLOSURES AND RISKS

Benchmark Disclosure

The Russell 2000^® Growth Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2000 Growth Index represents the performance of 2,000 small-cap growth companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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.

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

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

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

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

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than

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


AB SMALL CAP GROWTH PORTFOLIO •			3

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.


4		• AB SMALL CAP GROWTH PORTFOLIO

Disclosures and Risks

HISTORICAL PERFORMANCE



THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2017 (unaudited)	NAV Returns
	6 Months		12 Months
AB Small Cap Growth Portfolio*
Class A		8.12%		28.38%

Class B^†		7.88%		27.36%

Class C		7.75%		27.43%

Advisor Class^‡		8.26%		28.72%

Class R^‡		7.99%		28.06%

Class K^‡		8.13%		28.47%

Class I^‡		8.27%		28.83%

Class Z^‡		8.35%		28.95%

Russell 2000 Growth Index		7.90%		26.87%

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended January 31, 2017, by 0.02% and 0.03%, respectively. Also includes the impact of proceeds received and credited to the Fund in connection with a residual distribution relating to regulatory settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended January 31, 2017, by 0.00% and 0.01%, respectively. Includes the impact of non-recurring refunds for overbilling of prior years’ custody out of pocket fees, which enhanced the performance of the Fund for the six- and 12-month periods ended January 31, 2017, by 0.01% and 0.01%, respectively. ^† Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for more information. ^‡ Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the 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.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)


AB SMALL CAP GROWTH PORTFOLIO •			5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2017 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		28.38	%		22.94	%
5 Years		10.55	%		9.60	%
10 Years		8.34	%		7.87	%

Class B Shares
1 Year		27.36	%		23.36	%
5 Years		9.66	%		9.66	%
10 Years^(a)		7.62	%		7.62	%

Class C Shares
1 Year		27.43	%		26.43	%
5 Years		9.72	%		9.72	%
10 Years		7.52	%		7.52	%

Advisor Class Shares*
1 Year		28.72	%		28.72	%
5 Years		10.84	%		10.84	%
10 Years		8.63	%		8.63	%

Class R Shares*
1 Year		28.06	%		28.06	%
5 Years		10.24	%		10.24	%
10 Years		8.13	%		8.13	%

Class K Shares*
1 Year		28.47	%		28.47	%
5 Years		10.61	%		10.61	%
10 Years		8.46	%		8.46	%

Class I Shares*
1 Year		28.83	%		28.83	%
5 Years		10.94	%		10.94	%
10 Years		8.82	%		8.82	%

Class Z Shares*
1 Year		28.95	%		28.95	%
Since Inception^†		-0.09	%		-0.09	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.28%, 2.08%, 2.03%, 1.02%, 1.56%, 1.23%, 0.92% and 0.85% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z 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.

^(a)

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

^†

Inception date: 6/30/2015.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

(Historical Performance continued on next page)


6		• AB SMALL CAP GROWTH PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END DECEMBER 31, 2016 (unaudited)
	SEC Returns (reflects applicable sales charges)

Class A Shares
1 Year		1.89	%
5 Years		10.54	%
10 Years		7.66	%

Class B Shares
1 Year		1.54	%
5 Years		10.60	%
10 Years^(a)		7.40	%

Class C Shares
1 Year		4.59	%
5 Years		10.67	%
10 Years		7.30	%

Advisor Class Shares*
1 Year		6.67	%
5 Years		11.80	%
10 Years		8.41	%

Class R Shares*
1 Year		6.13	%
5 Years		11.19	%
10 Years		7.92	%

Class K Shares*
1 Year		6.49	%
5 Years		11.56	%
10 Years		8.24	%

Class I Shares*
1 Year		6.80	%
5 Years		11.90	%
10 Years		8.61	%

Class Z Shares*
1 Year		6.91	%
Since Inception^†		-2.76	%

^(a)

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

^†

Inception date: 6/30/2015.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.


AB SMALL CAP GROWTH PORTFOLIO •			7

Historical Performance

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

The 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.


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,081.20	$	6.40		1.22	%
Hypothetical**	$	1,000	$	1,019.06	$	6.21		1.22	%


8		• AB SMALL CAP GROWTH PORTFOLIO

Expense Example


	Beginning Account Value August 1, 2016		Ending Account Value January 31, 2017		Expenses Paid During Period*		Annualized Expense Ratio*
Class B
Actual	$	1,000	$	1,078.80	$	10.58		2.02	%
Hypothetical**	$	1,000	$	1,015.02	$	10.26		2.02	%
Class C
Actual	$	1,000	$	1,077.50	$	10.37		1.98	%
Hypothetical**	$	1,000	$	1,015.22	$	10.06		1.98	%
Advisor Class
Actual	$	1,000	$	1,082.60	$	5.09		0.97	%
Hypothetical**	$	1,000	$	1,020.32	$	4.94		0.97	%
Class R
Actual	$	1,000	$	1,079.90	$	7.81		1.49	%
Hypothetical**	$	1,000	$	1,017.69	$	7.58		1.49	%
Class K
Actual	$	1,000	$	1,081.30	$	6.24		1.19	%
Hypothetical**	$	1,000	$	1,019.21	$	6.06		1.19	%
Class I
Actual	$	1,000	$	1,082.70	$	4.83		0.92	%
Hypothetical**	$	1,000	$	1,020.57	$	4.69		0.92	%
Class Z
Actual	$	1,000	$	1,083.50	$	4.31		0.82	%
Hypothetical**	$	1,000	$	1,021.07	$	4.18		0.82	%

Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Assumes 5% annual return before expenses.


AB SMALL CAP GROWTH PORTFOLIO •			9

Expense Example

PORTFOLIO SUMMARY

January 31, 2017 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,085.1

LOGO

TEN LARGEST HOLDINGS^†

January 31, 2017 (unaudited)


Company	U.S. $ Value		Percent of Net Assets
Take-Two Interactive Software, Inc.	$	18,461,662		1.7	%
Microsemi Corp.		18,446,239		1.7
Bright Horizons Family Solutions, Inc.		17,866,995		1.7
Aspen Technology, Inc.		17,634,804		1.6
Five Below, Inc.		16,819,609		1.6
RingCentral, Inc. – Class A		16,726,189		1.5
Silicon Laboratories, Inc.		16,342,510		1.5
LogMeIn, Inc.		16,197,704		1.5
Vail Resorts, Inc.		15,781,680		1.5
Advanced Energy Industries, Inc.		15,638,495		1.4
	$	169,915,887		15.7	%

All data are as of January 31, 2017. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

^†

Long-term investments.

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.


10		• AB SMALL CAP GROWTH PORTFOLIO

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

January 31, 2017 (unaudited)


Company	Shares		U.S. $ Value

COMMON STOCKS – 98.3%
Information Technology – 27.8%
Communications Equipment – 1.0%
Arista Networks, Inc.^(a)		122,560	$	11,520,640


Electronic Equipment, Instruments & Components – 0.4%
Coherent, Inc.^(a)		25,141		3,965,490


Internet Software & Services – 7.7%
2U, Inc.^(a)		444,988		15,147,392
Cimpress NV^(a)(b)		129,978		10,968,843
CoStar Group, Inc.^(a)		50,708		10,248,087
GrubHub, Inc.^(a)		227,370		9,447,224
LogMeIn, Inc.		149,840		16,197,704
Pandora Media, Inc.^(a)(b)		527,431		6,856,603
Q2 Holdings, Inc.^(a)		474,318		15,059,596

				83,925,449

IT Services – 0.1%
EPAM Systems, Inc.^(a)		12,816		824,838


Semiconductors & Semiconductor Equipment – 6.6%
Advanced Energy Industries, Inc.^(a)		265,780		15,638,495
Cirrus Logic, Inc.^(a)		126,650		7,639,528
Microsemi Corp.^(a)		347,060		18,446,239
Monolithic Power Systems, Inc.		157,999		13,783,833
Silicon Laboratories, Inc.^(a)		250,652		16,342,510

				71,850,605

Software – 12.0%
Aspen Technology, Inc.^(a)		332,043		17,634,804
Blackbaud, Inc.		163,990		10,759,384
Ellie Mae, Inc.^(a)		140,250		11,604,285
Guidewire Software, Inc.^(a)		179,515		9,394,020
HubSpot, Inc.^(a)		211,975		10,874,318
Paylocity Holding Corp.^(a)		284,158		8,769,116
Proofpoint, Inc.^(a)		183,302		14,693,488
RingCentral, Inc. – Class A^(a)		716,325		16,726,189
Take-Two Interactive Software, Inc.^(a)		344,113		18,461,662
Ultimate Software Group, Inc. (The)^(a)		56,649		10,970,645

				129,887,911

				301,974,933

Health Care – 20.7%
Biotechnology – 7.5%
Adamas Pharmaceuticals, Inc.^(a)(b)		285,583		4,532,202
Aimmune Therapeutics, Inc.^(a)(b)		306,537		5,603,497
Alder Biopharmaceuticals, Inc.^(a)		224,651		4,616,578
ARIAD Pharmaceuticals, Inc.^(a)		224,010		5,335,918
Audentes Therapeutics, Inc.^(a)		205,791		3,358,509
Clovis Oncology, Inc.^(a)		121,960		7,903,008


AB SMALL CAP GROWTH PORTFOLIO •			11

Portfolio of Investments


Company	Shares		U.S. $ Value

DBV Technologies SA (Sponsored ADR)^(a)		136,764	$	4,721,093
Neurocrine Biosciences, Inc.^(a)		105,310		4,518,852
Otonomy, Inc.^(a)		242,583		3,553,841
Prothena Corp. PLC^(a)(b)		130,970		6,412,291
Radius Health, Inc.^(a)		140,250		6,103,680
Sage Therapeutics, Inc.^(a)		133,383		6,399,717
TESARO, Inc.^(a)(b)		67,525		10,995,771
Ultragenyx Pharmaceutical, Inc.^(a)		102,096		7,658,221

				81,713,178

Health Care Equipment & Supplies – 7.2%
Align Technology, Inc.^(a)		110,222		10,106,255
DexCom, Inc.^(a)		129,904		10,281,902
Glaukos Corp.^(a)		321,097		13,235,618
iRhythm Technologies, Inc.^(a)(b)		38,995		1,272,407
Nevro Corp.^(a)		178,545		15,536,986
Penumbra, Inc.^(a)		196,235		14,040,614
Zeltiq Aesthetics, Inc.^(a)		312,360		13,850,043

				78,323,825

Health Care Providers & Services – 1.7%
Envision Healthcare Corp.^(a)		160,817		10,935,556
Premier, Inc. – Class A^(a)		239,845		7,641,462

				18,577,018

Health Care Technology – 0.9%
Vocera Communications, Inc.^(a)		443,110		9,194,532


Life Sciences Tools & Services – 1.0%
ICON PLC^(a)		134,882		11,338,181


Pharmaceuticals – 2.4%
Aerie Pharmaceuticals, Inc.^(a)(b)		160,145		7,030,365
Akorn, Inc.^(a)		344,188		6,573,991
GW Pharmaceuticals PLC (ADR)^(a)(b)		40,640		4,672,787
Medicines Co. (The)^(a)(b)		206,357		7,439,170

				25,716,313

				224,863,047

Consumer Discretionary – 17.0%
Distributors – 1.2%
Pool Corp.		123,168		13,001,614


Diversified Consumer Services – 1.6%
Bright Horizons Family Solutions, Inc.^(a)		252,145		17,866,995


Hotels, Restaurants & Leisure – 6.4%
Buffalo Wild Wings, Inc.^(a)		87,764		13,252,364
Dave & Buster’s Entertainment, Inc.^(a)		272,034		14,814,972
Planet Fitness, Inc.		702,638		14,783,503
Texas Roadhouse, Inc. – Class A		236,960		11,051,814
Vail Resorts, Inc.		92,000		15,781,680

				69,684,333


12		• AB SMALL CAP GROWTH PORTFOLIO

Porfolio of Investments


Company	Shares		U.S. $ Value

Household Durables – 0.4%
Honest Co. (The)^(a)(c)(d)		29,639	$	1,202,751
Tempur Sealy International, Inc.^(a)(b)		85,578		3,679,854

				4,882,605

Media – 2.2%
IMAX Corp.^(a)		473,520		15,436,752
National CineMedia, Inc.		571,756		8,381,943

				23,818,695

Multiline Retail – 1.2%
Ollie’s Bargain Outlet Holdings, Inc.^(a)		418,085		12,772,497


Specialty Retail – 4.0%
Five Below, Inc.^(a)		422,073		16,819,609
Lithia Motors, Inc. – Class A		139,513		14,386,580
Tile Shop Holdings, Inc.^(a)		611,688		11,683,241

				42,889,430

				184,916,169

Industrials – 17.0%
Aerospace & Defense – 1.9%
Hexcel Corp.		248,445		12,757,651
Mercury Systems, Inc.^(a)		245,204		8,268,279

				21,025,930

Commercial Services & Supplies – 1.3%
Advanced Disposal Services, Inc.^(a)		223,352		4,960,648
Tetra Tech, Inc.		211,400		9,238,180

				14,198,828

Construction & Engineering – 1.0%
Dycom Industries, Inc.^(a)(b)		141,994		11,453,236


Industrial Conglomerates – 1.3%
Carlisle Cos., Inc.		127,740		13,937,711


Machinery – 8.3%
Astec Industries, Inc.		173,490		12,140,830
IDEX Corp.		144,076		12,989,892
John Bean Technologies Corp.		132,380		11,431,013
Lincoln Electric Holdings, Inc.		169,143		14,101,452
Middleby Corp. (The)^(a)		100,077		13,428,332
Nordson Corp.		112,100		12,726,713
RBC Bearings, Inc.^(a)		139,779		12,947,729

				89,765,961

Road & Rail – 1.2%
Genesee & Wyoming, Inc. – Class A^(a)		172,573		13,005,101


Trading Companies & Distributors – 2.0%
H&E Equipment Services, Inc.		524,710		13,569,001
SiteOne Landscape Supply, Inc.^(a)		202,483		7,779,397

				21,348,398

				184,735,165


AB SMALL CAP GROWTH PORTFOLIO •			13

Portfolio of Investments


Company	Shares		U.S. $ Value

Financials – 6.7%
Banks – 4.9%
PrivateBancorp, Inc.		93,508	$	5,111,147
Signature Bank/New York NY^(a)		67,374		10,612,752
Sterling Bancorp/DE		400,876		9,560,893
SVB Financial Group^(a)		78,312		13,487,676
Western Alliance Bancorp^(a)		297,753		14,703,043

				53,475,511

Capital Markets – 1.8%
Houlihan Lokey, Inc.		258,922		8,052,474
Stifel Financial Corp.^(a)		217,097		10,926,492

				18,978,966

				72,454,477

Consumer Staples – 3.0%
Food & Staples Retailing – 0.8%
Chefs’ Warehouse, Inc. (The)^(a)		526,722		8,796,258


Food Products – 1.7%
AdvancePierre Foods Holdings, Inc.		318,781		8,833,421
Freshpet, Inc.^(a)(b)		829,459		9,248,468

				18,081,889

Personal Products – 0.5%
elf Beauty, Inc.^(a)(b)		221,096		5,518,556

				32,396,703

Materials – 2.6%
Chemicals – 1.4%
PolyOne Corp.		441,375		15,055,301


Construction Materials – 1.2%
Summit Materials, Inc. – Class A^(a)		520,988		13,076,799

				28,132,100

Energy – 2.6%
Energy Equipment & Services – 1.7%
Forum Energy Technologies, Inc.^(a)		381,443		8,277,313
Oil States International, Inc.^(a)		267,338		10,559,851

				18,837,164

Oil, Gas & Consumable Fuels – 0.9%
Matador Resources Co.^(a)		349,355		9,198,517

				28,035,681

Telecommunication Services – 0.9%
Diversified Telecommunication Services – 0.9%
Vonage Holdings Corp.^(a)		1,402,040		9,940,463

Total Common Stocks (cost $799,333,746)				1,067,448,738


14		• AB SMALL CAP GROWTH PORTFOLIO

Portfolio of Investments


Company	Shares		U.S. $ Value

INVESTMENT COMPANIES – 1.0%
Funds and Investment Trusts – 1.0%
iShares Russell 2000 Growth ETF^(b)(e) (cost $9,405,236)		68,040	$	10,630,570


SHORT-TERM INVESTMENTS – 1.5%
Investment Companies – 1.5%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(e)(f) (cost $16,069,294)		16,069,294		16,069,294


Total Investments Before Security Lending Collateral for Securities Loaned – 100.8% (cost $824,808,276)				1,094,148,602


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 6.4%
Investment Companies – 6.4%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.41%^(e)(f) (cost $69,499,572)		69,499,572		69,499,572


Total Investments – 107.2% (cost $894,307,848)				1,163,648,174
Other assets less liabilities – (7.2)%				(78,596,295	)


Net Assets – 100.0%			$	1,085,051,879

(a)

Non-income producing security.

(b)

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

(c)

Illiquid security.

(d)

Fair valued by the Adviser.

(e)

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.

(f)

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

Glossary:

ADR – American Depositary Receipt

ETF – Exchange Traded Fund

See notes to financial statements.


AB SMALL CAP GROWTH PORTFOLIO •			15

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

January 31, 2017 (unaudited)


Assets
Investments in securities, at value
Unaffiliated issuers (cost $808,738,982)^(a)	$	1,078,079,308
Affiliated issuers (cost $85,568,866—including investment of cash collateral for securities loaned of $69,499,572)		85,568,866
Cash		55,133
Receivable for investment securities sold		11,006,899
Receivable for capital stock sold		4,345,171
Interest receivable		44,034
Affiliated dividends receivable		2,689
Due from custodian		100,684

Total assets		1,179,202,784

Liabilities
Payable for collateral received on securities loaned		69,499,572
Payable for investment securities purchased		16,685,398
Payable for capital stock redeemed		6,539,151
Advisory fee payable		678,600
Distribution fee payable		127,565
Transfer Agent fee payable		118,716
Administrative fee payable		18,082
Accrued expenses		483,821

Total liabilities		94,150,905

Net Assets	$	1,085,051,879

Composition of Net Assets
Capital stock, at par	$	2,424
Additional paid-in capital		842,346,138
Accumulated net investment loss		(5,371,687	)
Accumulated net realized loss on investment transactions		(21,265,322	)
Net unrealized appreciation on investments		269,340,326

	$	1,085,051,879

Net Asset Value Per Share—24 billion shares of capital stock authorized, $.0001 par value


Class	Net Assets		Outstanding		Value

A	$	337,949,524		7,741,673	$	43.65	*

B	$	1,465,389		48,910	$	29.96

C	$	37,018,346		1,221,059	$	30.32

Advisor	$	269,933,621		5,742,253	$	47.01

R	$	34,656,367		812,058	$	42.68

K	$	43,729,723		979,783	$	44.63

I	$	293,327,605		6,264,412	$	46.82

Z	$	66,971,304		1,427,886	$	46.90

(a)

Includes securities on loan with a value of $67,990,425 (see Note E).

The maximum offering price per share for Class A shares was $45.59 which reflects a sales charge of 4.25%.

See notes to financial statements.


16		• AB SMALL CAP GROWTH PORTFOLIO

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended January 31, 2017 (unaudited)


Investment Income
Dividends
Unaffiliated issuers	$	4,068,563
Affiliated issuers		178,534
Securities lending income		271,274
Other income^(a)		100,684		$	4,619,055

Expenses
Advisory fee (see Note B)		4,060,628
Distribution fee—Class A		386,053
Distribution fee—Class B		7,615
Distribution fee—Class C		189,331
Distribution fee—Class R		95,078
Distribution fee—Class K		75,342
Transfer agency—Class A		256,447
Transfer agency—Class B		1,679
Transfer agency—Class C		32,827
Transfer agency—Advisor Class		221,691
Transfer agency—Class R		36,584
Transfer agency—Class K		41,879
Transfer agency—Class I		178,804
Transfer agency—Class Z		7,383
Custodian		125,241
Printing		86,398
Registration fees		53,757
Administrative		27,925
Audit and tax		24,113
Legal		21,844
Directors’ fees		12,793
Miscellaneous		24,287

Total expenses		5,967,699
Less: expenses waived and reimbursed by the Adviser (see Notes B and E)		(96,090	)

Net expenses					5,871,609

Net investment loss					(1,252,554	)

Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions					45,480,752
Net change in unrealized appreciation/depreciation of investments					40,208,915

Net gain on investment transactions					85,689,667

Net Increase in Net Assets from Operations				$	84,437,113

(a)

Other income represents a non-recurring refund for overbilling of prior years’ custody out-of-pocket fees.

See notes to financial statements.


AB SMALL CAP GROWTH PORTFOLIO •			17

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(1,252,554	)	$	(7,735,444	)
Net realized gain (loss) on investment transactions		45,480,752			(18,768,011	)
Net change in unrealized appreciation/depreciation of investments		40,208,915			(115,356,996	)

Net increase (decrease) in net assets from operations		84,437,113			(141,860,451	)
Distributions to Shareholders from
Net realized gain on investment transactions
Class A		(7,225,274	)		(27,260,771	)
Class B		(46,330	)		(246,573	)
Class C		(1,188,647	)		(5,772,907	)
Advisor Class		(5,602,524	)		(32,001,903	)
Class R		(848,050	)		(4,027,564	)
Class K		(1,155,471	)		(6,196,464	)
Class I		(6,202,047	)		(31,221,483	)
Class Z		(1,347,008	)		(980,882	)
Capital Stock Transactions
Net decrease		(84,696,143	)		(176,744,912	)
Capital Contributions
Proceeds from regulatory settlement (see Note F)		– 0	–		67,021

Total decrease		(23,874,381	)		(426,246,889	)
Net Assets
Beginning of period		1,108,926,260			1,535,173,149

End of period (including accumulated net investment loss of ($5,371,687) and ($4,119,133), respectively)	$	1,085,051,879		$	1,108,926,260

See notes to financial statements.


18		• AB SMALL CAP GROWTH PORTFOLIO

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

January 31, 2017 (unaudited)

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company currently comprised of 27 portfolios. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Small Cap Growth Portfolio (the “Fund”), a diversified portfolio. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares. Effective June 30, 2015 the Fund commenced offering of Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AB Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. Effective February 1, 2013, the Fund was closed to new investors, subject to certain exceptions. Effective June 1, 2016, with the exception of Class B shares, the Fund reopened to new investors. 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


AB SMALL CAP GROWTH PORTFOLIO •			19

Notes to Financial Statements

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 Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the 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


20		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

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 may frequently value 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


AB SMALL CAP GROWTH PORTFOLIO •			21

Notes to Financial Statements

•

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

•

Level 3—significant unobservable inputs (including the 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 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 January 31, 2017:

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

301,974,933

– 0

–

– 0

–

301,974,933

Health Care

224,863,047

– 0

–

– 0

–

224,863,047

Consumer Discretionary

183,713,418

– 0

–

1,202,751

184,916,169

Industrials

184,735,165

– 0

–

– 0

–

184,735,165

Financials

72,454,477

– 0

–

– 0

–

72,454,477

Consumer Staples

32,396,703

– 0

–

– 0

–

32,396,703

Materials

28,132,100

– 0

–

– 0

–

28,132,100

Energy

28,035,681

– 0

–

– 0

–

28,035,681

Telecommunication Services

9,940,463

– 0

–

– 0

–

9,940,463

Investment Companies

10,630,570

– 0

–

– 0

–

10,630,570

Short-Term Investments

16,069,294

– 0

–

– 0

–

16,069,294

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

69,499,572

– 0

–

– 0

–

69,499,572

Total Investments in Securities

1,162,445,423

– 0

–

1,202,751

1,163,648,174

Other Financial Instruments^(a)

– 0

–

– 0

–

– 0

–

– 0

–

Total^(b)

1,162,445,423

– 0

–

1,202,751

1,163,648,174

^(a)

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

^(b)

There were no transfers between any levels during the reporting period.


22		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

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

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


	Common Stocks			Total
Balance as of 7/31/16	$	1,211,049		$	1,211,049
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(8,298	)		(8,298	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 1/31/17	$	1,202,751		$	1,202,751

Net change in unrealized appreciation/depreciation from investments held as of 1/31/17^(a)	$	(8,298	)	$	(8,298	)

^(a)

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

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


AB SMALL CAP GROWTH PORTFOLIO •			23

Notes to Financial Statements

prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the 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


24		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the excess over $2.5 billion up to $5 billion and .60% of the excess over $5 billion as a percentage 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 January 31, 2017, the reimbursement for such services amounted to $27,925.


AB SMALL CAP GROWTH PORTFOLIO •			25

Notes to Financial Statements

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 $204,356 for the six months ended January 31, 2017.

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 $1,262 from the sale of Class A shares and received $2,933, $458 and $777 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended January 31, 2017.

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 Fund’s average daily net assets and to bear its own expenses. In connection with the investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended January 31, 2017, such waiver amounted to $18,793. A summary of the Fund’s transactions in shares of the Government Money Market Portfolio for the six months ended January 31, 2017 is as follows:

Market Value

7/31/16

(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Market Value
1/31/17
(000)

Dividend
Income
(000)

$ 29,052

162,821

175,804

16,069

Brokerage commissions paid on investment transactions for the six months ended January 31, 2017 amounted to $522,135, of which $51 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s


26		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. Effective October 31, 2014, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A shares’ average daily net assets. Prior to October 31, 2014, payments under Class A shares were limited to an annual rate of .27% of Class A shares’ average daily net assets. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $20,225,956, $2,713,737, $596,165 and $637,325 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended January 31, 2017 were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	338,996,604		$	429,375,632
U.S. government securities		– 0	–		– 0	–


Gross unrealized appreciation	$	284,490,724
Gross unrealized depreciation		(15,150,398	)

Net unrealized appreciation	$	269,340,326

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


AB SMALL CAP GROWTH PORTFOLIO •			27

Notes to Financial Statements

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 January 31, 2017.

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. 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. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash


28		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At January 31, 2017, the Fund had securities on loan with a value of $67,990,425 and had received cash collateral which has been invested into AB Government Money Market Portfolio of $69,499,572. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $271,274 and $152,697 from the borrower, Government Money Market Portfolio, for the six months ended January 31, 2017; these amounts are reflected in the statement of operations. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended January 31, 2017, such waiver amounted to $77,297. 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. A summary of the Fund’s transactions in shares of Government Money Market Portfolio for the six months ended January 31, 2017 is as follows:

Market Value

7/31/16

(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Market Value
1/31/17
(000)

$ 197,326

418,049

545,875

69,500


AB SMALL CAP GROWTH PORTFOLIO •			29

Notes to Financial Statements

NOTE F

Capital Stock

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



	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016

Class A
Shares sold		1,726,325			835,749		$	72,695,513		$	33,196,108

Shares issued in reinvestment of distributions		160,291			616,073			6,781,894			25,123,448

Shares converted from Class B		7,230			13,801			299,710			549,063

Shares redeemed		(1,254,995	)		(2,107,032	)		(52,601,884	)		(83,450,827	)

Net increase (decrease)		638,851			(641,409	)	$	27,175,233		$	(24,582,208	)


Class B
Shares sold		1,911			3,020		$	55,815		$	85,046

Shares issued in reinvestment of distributions		1,538			8,432			44,722			240,559

Shares converted to Class A		(10,420	)		(19,532	)		(299,710	)		(549,063	)

Shares redeemed		(2,301	)		(8,465	)		(66,369	)		(243,211	)

Net decrease		(9,272	)		(16,545	)	$	(265,542	)	$	(466,669	)


Class C
Shares sold		26,621			94,031		$	783,467		$	2,664,151

Shares issued in reinvestment of distributions		37,284			172,897			1,096,513			4,988,076

Shares redeemed		(189,251	)		(574,889	)		(5,572,145	)		(15,968,924	)

Net decrease		(125,346	)		(307,961	)	$	(3,692,165	)	$	(8,316,697	)


Advisor Class
Shares sold		981,152			1,630,203		$	44,544,071		$	69,367,720

Shares issued in reinvestment of distributions		86,364			474,756			3,933,906			20,761,076

Shares redeemed		(1,412,607	)		(5,463,636	)		(63,657,404	)		(226,299,391	)

Net decrease		(345,091	)		(3,358,677	)	$	(15,179,427	)	$	(136,170,595	)


30		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements



	Shares						Amount
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016
Class R
Shares sold		66,320			222,524		$	2,727,567		$	8,907,944

Shares issued in reinvestment of distributions		20,494			100,664			848,048			4,027,556

Shares redeemed		(270,943	)		(453,269	)		(11,115,041	)		(17,568,618	)

Net decrease		(184,129	)		(130,081	)	$	(7,539,426	)	$	(4,633,118	)


Class K
Shares sold		98,826			317,247		$	4,268,993		$	12,872,586

Shares issued in reinvestment of distributions		26,710			148,773			1,155,455			6,196,406

Shares redeemed		(799,785	)		(572,702	)		(34,833,222	)		(23,262,447	)

Net decrease		(674,249	)		(106,682	)	$	(29,408,774	)	$	(4,193,455	)


Class I
Shares sold		569,151			1,645,074		$	25,525,499		$	70,472,871

Shares issued in reinvestment of distributions		136,695			717,004			6,201,852			31,196,864

Shares redeemed		(1,278,651	)		(4,458,142	)		(57,535,969	)		(180,194,086	)

Net decrease		(572,805	)		(2,096,064	)	$	(25,808,618	)	$	(78,524,351	)


Class Z
Shares sold		194,425			2,263,578		$	8,774,765		$	86,290,355

Shares issued in reinvestment of distributions		29,640			22,517			1,346,822			980,170

Shares redeemed		(902,755	)		(179,711	)		(40,099,011	)		(7,128,344	)

Net increase (decrease)		(678,690	)		2,106,384		$	(29,977,424	)	$	80,142,181

For the year ended July 31, 2016, the Fund received proceeds of $67,021 in connection with a residual distribution from the Alliance Fair Fund relating to regulatory settlements in 2004. This amount is presented in the Fund’s statement of changes in net assets.

NOTE G

Risks Involved in Investing in the Fund

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.


AB SMALL CAP GROWTH PORTFOLIO •			31

Notes to Financial Statements

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

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.

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

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended January 31, 2017.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending July 31, 2017 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal years ended July 31, 2016 and July 31, 2015 were as follows:


	2016		2015
Distributions paid from:
Long-term capital gains	$	107,708,547	$	164,502,090

Total taxable distributions	$	107,708,547	$	164,502,090


32		• AB SMALL CAP GROWTH PORTFOLIO

Notes to Financial Statements

As of July 31, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Accumulated capital and other losses	$	(16,906,196	)^(a)
Unrealized appreciation/(depreciation)		198,787,751	^(b)

Total accumulated earnings/(deficit)	$	181,881,555

^(a)

At July 31, 2016, the Fund had a qualified late-year ordinary loss deferral of $3,504,087, and a post-October short term capital loss deferral of $13,402,109. These losses are deemed to arise on August 1, 2016.

^(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of passive foreign investment companies (PFICs).

NOTE J

Other

NOTE K

Subsequent Events


AB SMALL CAP GROWTH PORTFOLIO •			33

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


	Class A
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 41.28			$ 48.82			$ 48.62			$ 47.08			$ 37.62			$ 35.77

Income From Investment Operations
Net investment loss^(a)		(.08	)^(b)†		(.32	)^(b)		(.33	)		(.47	)		(.36	)		(.31	)
Net realized and unrealized gain (loss) on investment transactions		3.42			(3.52	)		6.07			5.28			11.10			2.64	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		3.34			(3.84	)		5.74			4.81			10.74			2.33

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.23	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.48	)

Net asset value, end of period		$ 43.65			$ 41.28			$ 48.82			$ 48.62			$ 47.08			$ 37.62

Total Return
Total investment return based on net asset value^(e)		8.12	%*^†		(7.77	)%*^‡		13.24	%		10.21	%*		29.47	%*		6.73	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$337,950			$293,237			$378,062			$475,832			$452,253			$284,767
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		1.22	%^{^}		1.27	%		1.20	%		1.27	%		1.34	%		1.33	%
Expenses, before waivers/reimbursements^(f)		1.24	%^{^}		1.28	%		1.20	%		1.27	%		1.34	%		1.33	%
Net investment loss		(.36	)%^{(b)†^}		(.80	)%^(b)		(.70	)%		(.93	)%		(.89	)%		(.88	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See footnote summary on page 42.


34		• AB SMALL CAP GROWTH PORTFOLIO

Financial Highlights

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


	Class B
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012


Net asset value, beginning of period		$ 28.74			$ 35.48			$ 37.14			$ 36.93			$ 30.01			$ 28.64

Income From Investment Operations
Net investment loss^(a)		(.17	)^(b)†		(.46	)^(b)		(.53	)		(.67	)		(.52	)		(.48	)
Net realized and unrealized gain (loss) on investment transactions		2.36			(2.58	)		4.41			4.15			8.72			2.11	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		2.19			(3.04	)		3.88			3.48			8.20			1.63

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.26	)

Net asset value, end of period		$ 29.96			$ 28.74			$ 35.48			$ 37.14			$ 36.93			$ 30.01

Total Return
Total investment return based on net asset value^(e)		7.88	%^†*		(8.48	)%^‡*		12.22	%		9.37	%*		28.45	%*		5.83	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,465			$1,672			$2,652			$3,774			$5,329			$6,194
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		2.02	%^{^}		2.08	%		1.99	%		2.04	%		2.12	%		2.18	%
Expenses, before waivers/reimbursements^(f)		2.04	%^{^}		2.08	%		1.99	%		2.04	%		2.12	%		2.18	%
Net investment loss		(1.18	)%^{(b)†^}		(1.60	)%^(b)		(1.49	)%		(1.72	)%		(1.63	)%		(1.73	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See footnote summary on page 42.


AB SMALL CAP GROWTH PORTFOLIO •			35

Financial Highlights

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


	Class C
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 29.06			$ 35.82			$ 37.41			$ 37.17			$ 30.18			$ 28.83

Income From Investment Operations
Net investment loss^(a)		(.17	)^(b)†		(.45	)^(b)		(.52	)		(.65	)		(.53	)		(.46	)
Net realized and unrealized gain (loss) on investment transactions		2.40			(2.61	)		4.47			4.16			8.80			2.12	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		2.23			(3.06	)		3.95			3.51			8.27			1.66

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.06	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.31	)

Net asset value, end of period		$ 30.32			$ 29.06			$ 35.82			$ 37.41			$ 37.17			$ 30.18

Total Return
Total investment return based on net asset value^(e)		7.75	%^†*		(8.46	)%^‡*		12.33	%		9.39	%*		28.52	%*		5.93	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37,018			$39,132			$59,262			$67,619			$60,274			$33,894
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		1.98	%^{^}		2.02	%		1.95	%		2.00	%		2.08	%		2.08	%
Expenses, before waivers/reimbursements^(f)		1.99	%^{^}		2.03	%		1.95	%		2.00	%		2.08	%		2.08	%
Net investment loss		(1.12	)%^{(b)†^}		(1.54	)%^(b)		(1.45	)%		(1.66	)%		(1.64	)%		(1.64	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See footnote summary on page 42.


36		• AB SMALL CAP GROWTH PORTFOLIO

Financial Highlights

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


	Advisor Class
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 44.33			$ 52.00			$ 51.31			$ 49.39			$ 39.30			$ 37.36

Income From Investment Operations
Net investment loss^(a)		(.03	)^(b)†		(.23	)^(b)		(.22	)		(.35	)		(.27	)		(.23	)
Net realized and unrealized gain (loss) on investment transactions		3.68			(3.74	)		6.45			5.54			11.64			2.76	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		3.65			(3.97	)		6.23			5.19			11.37			2.53

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.34	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.59	)

Net asset value, end of period		$ 47.01			$ 44.33			$ 52.00			$ 51.31			$ 49.39			$ 39.30

Total Return
Total investment return based on net asset value^(e)		8.26	%^†*		(7.53	)%^‡*		13.51	%		10.51	%*		29.82	%*		7.03	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$269,934			$269,857			$491,170			$426,149			$320,624			$145,773
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		.97	%^{^}		1.01	%		.94	%		1.00	%		1.07	%		1.05	%
Expenses, before waivers/reimbursements^(f)		.99	%^{^}		1.02	%		.94	%		1.00	%		1.07	%		1.05	%
Net investment loss		(.12	)%^{(b)†^}		(.54	)%^(b)		(.44	)%		(.65	)%		(.64	)%		(.61	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See footnote summary on page 42.


AB SMALL CAP GROWTH PORTFOLIO •			37

Financial Highlights

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


	Class R
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 40.44			$ 48.03			$ 48.09			$ 46.71			$ 37.42			$ 35.61

Income From Investment Operations
Net investment loss^(a)		(.13	)^(b)†		(.43	)^(b)		(.49	)		(.59	)		(.45	)		(.41	)
Net realized and unrealized gain (loss) on investment transactions		3.34			(3.46	)		5.97			5.24			11.02			2.65	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		3.21			(3.89	)		5.48			4.65			10.57			2.24

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.18	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.43	)

Net asset value, end of period		$ 42.68			$ 40.44			$ 48.03			$ 48.09			$ 46.71			$ 37.42

Total Return
Total investment return based on net asset value^(e)		7.99	%^†*		(8.01	)%^‡*		12.81	%		9.94	%*		29.17	%*		6.48	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$34,656			$40,284			$54,094			$53,267			$50,283			$25,065
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		1.49	%^{^}		1.56	%		1.54	%		1.52	%		1.55	%		1.60	%
Expenses, before waivers/ reimbursements^(f)		1.51	%^{^}		1.56	%		1.54	%		1.52	%		1.55	%		1.60	%
Net investment loss		(.64	)%^{(b)†^}		(1.08	)%^(b)		(1.04	)%		(1.18	)%		(1.12	)%		(1.16	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See

footnote summary on page 42.


38		• AB SMALL CAP GROWTH PORTFOLIO

Financial Highlights

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


	Class K
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 42.18			$ 49.77			$ 49.48			$ 47.83			$ 38.16			$ 36.24

Income From Investment Operations
Net investment loss^(a)		(.06	)^(b)†		(.31	)^(b)		(.35	)		(.44	)		(.33	)		(.31	)
Net realized and unrealized gain (loss) on investment transactions		3.48			(3.58	)		6.18			5.36			11.28			2.71	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		3.42			(3.89	)		5.83			4.92			10.95			2.40

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.23	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.48	)

Net asset value, end of period		$ 44.63			$ 42.18			$ 49.77			$ 49.48			$ 47.83			$ 38.16

Total Return
Total investment return based on net asset value^(e)		8.13	%^†*		(7.71	)%^‡*		13.16	%		10.30	%*		29.60	%*		6.83	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$43,730			$69,770			$87,627			$82,244			$75,804			$33,677
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		1.19	%^{^}		1.23	%		1.22	%		1.19	%		1.21	%		1.25	%
Expenses, before waivers/reimbursements^(f)		1.21	%^{^}		1.23	%		1.22	%		1.19	%		1.21	%		1.25	%
Net investment loss		(.29	)%^{(b)†^}		(.76	)%^(b)		(.73	)%		(.85	)%		(.78	)%		(.83	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See

footnote summary on page 42.


AB SMALL CAP GROWTH PORTFOLIO •			39

Financial Highlights

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


	Class I
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31,
	Six Months Ended January 31, 2017 (unaudited)			2016			2015			2014			2013			2012

Net asset value, beginning of period		$ 44.15			$ 51.75			$ 51.07			$ 49.13			$ 39.05			$ 37.09

Income From Investment Operations
Net investment loss^(a)		(.02	)^(b)†		(.19	)^(b)		(.20	)		(.30	)		(.21	)		(.18	)
Net realized and unrealized gain (loss) on investment transactions		3.66			(3.71	)		6.42			5.51			11.57			2.74	^(c)
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–��		– 0	–		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		3.64			(3.90	)		6.22			5.21			11.36			2.56

Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.35	)
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.25	)

Total dividends and distributions		(.97	)		(3.70	)		(5.54	)		(3.27	)		(1.28	)		(.60	)

Net asset value, end of period		$ 46.82			$ 44.15			$ 51.75			$ 51.07			$ 49.13			$ 39.05

Total Return
Total investment return based on net asset value^(e)		8.27	%^†*		(7.42	)%^‡*		13.57	%		10.61	%*		29.98	%*		7.16	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$293,328			$301,866			$462,296			$436,828			$474,383			$236,071
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements^(f)		.92	%^{^}		.92	%		.91	%		.91	%		.92	%		.94	%
Expenses, before waivers/reimbursements^(f)		.94	%^{^}		.92	%		.91	%		.91	%		.92	%		.94	%
Net investment loss		(.07	)%^{(b)†^}		(.45	)%^(b)		(.41	)%		(.57	)%		(.51	)%		(.49	)%
Portfolio turnover rate		32	%		70	%		61	%		80	%		76	%		88	%

See

footnote summary on page 42.


40		• AB SMALL CAP GROWTH PORTFOLIO

Financial Highlights

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


	Class Z
	Six Months Ended January 31, 2017 (unaudited)			Year Ended July 31, 2016			June 30, 2015^(g)to July 31, 2015

Net asset value, beginning of period		$ 44.20			$ 51.75			$ 52.05

Income From Investment Operations
Net investment income (loss)^(a)		.00	^(b)(d)†		(.16	)^(b)		(.05	)
Net realized and unrealized gain (loss) on investment transactions		3.67			(3.69	)		(.25	)**
Contributions from Affiliates		– 0	–		.00	^(d)		– 0	–

Net increase (decrease) in net asset value from operations		3.67			(3.85	)		(.30	)

Less: Distributions
Distributions from net realized gain on investment transactions		(.97	)		(3.70	)		– 0	–

Net asset value, end of period		$ 46.90			$ 44.20			$ 51.75

Total Return
Total investment return based on net asset value^(e)		8.35	%^†*		(7.32	)%*^‡		(.58	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$66,971			$93,108			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements^(f)		.82	%^{^}		.85	%		.71	%^{^}
Expenses, before waivers/reimbursements^(f)		.83	%^{^}		.85	%		.71	%^{^}
Net investment income (loss)		(.01	)%^{(b)†^}		(.40	)%^(b)		(1.06	)%^{^}
Portfolio turnover rate		32	%		70	%		61	%

See

footnote summary on page 42.


AB SMALL CAP GROWTH PORTFOLIO •			41

Financial Highlights

(a)

Based on average shares outstanding.

(b)

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

(c)

Includes $.08 per share attributed to third party regulatory settlements.

(d)

Amount is less than $.005.

(e)

(f)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses but bears proportionate shares of the acquired fund fees and expenses (i.e., operation, 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 that Fund’s pro rata share of certain acquired fund fees and expenses, and for the six months ended January 31, 2017, such waiver amounted to 0.02% annualized for the Fund.

(g)

Commencement of distribution.

†

For the six months ended January 31, 2017 the amount includes a non-recurring refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment

Income Per Share

Net Investment
Income Ratio

Total Return

$.004

.02%

.01%

Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the six months ended January 31, 2017 and years ended July 31, 2016, July 31, 2014, July 31, 2013 and July 31, 2012 by 0.02%, 0.02%, 0.01%, 0.08% and 0.01%, respectively.

Includes the impact of proceeds received and credited to the Fund resulting from third party regulatory settlements, which enhanced the Fund’s performance for the year ended July 31, 2012 by 0.20%.

Includes the impact of proceeds received and credited to the Fund in connection with a residual distribution relating to regulatory settlements, which enhanced the Fund’s performance for the year ended July 31, 2016 by 0.01%.

‡

The net asset value and total return include adjustments in accordance with accounting principles generally accepted within the Unites 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.

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

See notes to financial statements.


42		• AB SMALL CAP GROWTH PORTFOLIO

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen⁽¹⁾

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Bruce K. Aronow⁽²⁾, Senior Vice President

N. Kumar Kirpalani⁽²⁾, Vice President

Samantha S. Lau⁽²⁾, Vice President

Wen-Tse Tseng⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent

Transfer 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

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 Small Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s Portfolio.


AB SMALL CAP GROWTH PORTFOLIO •			43

Board of Directors

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

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small Cap Growth Portfolio (the “Fund”) at a meeting held on May 3-5, 2016 (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 an independent evaluation prepared by the Company’s Senior Officer (who is also the Company’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Fund was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Company’s Senior Officer.

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 receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the 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


44		• AB SMALL CAP GROWTH PORTFOLIO

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. 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 Company’s Senior 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, expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2014 and 2015 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Company’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the 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 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


AB SMALL CAP GROWTH PORTFOLIO •			45

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, 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 information prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, showing the performance of the Class A Shares of the Fund against a peer group and a peer universe selected by Broadridge, 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, 2016. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Fund to the Adviser and information prepared by Broadridge concerning advisory fee rates paid by other funds in the same Broadridge category as the Fund at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors considered the Fund’s contractual effective advisory fee rate against 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.


46		• AB SMALL CAP GROWTH PORTFOLIO

The directors also considered the Adviser’s fee schedule for institutional clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Company’s Senior Officer and noted the differences between the Fund’s fee schedule, on the one hand, and the institutional fee schedule and the schedule of fees charged to any offshore funds and any sub-advised funds, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also noted that the Adviser advises another AB Fund with a substantially similar investment style for the same fee schedule as the Fund.

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 light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to funds such as the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by Broadridge. 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 Broadridge 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


AB SMALL CAP GROWTH PORTFOLIO •			47

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


48		• AB SMALL CAP GROWTH PORTFOLIO

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Relative Value Fund*

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund*

Tax-Managed International Portfolio

International/Global Growth

Concentrated International Growth Portfolio

International Growth Fund

International/Global Value

Asia ex-Japan 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

FIXED INCOME (continued)

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

MULTI-ASSET (continued)

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

* Prior to January 9, 2017, Relative Value Fund was named Growth & Income Fund; prior to November 1, 2016, Sustainable Global Thematic Fund was named Global Thematic Growth Fund.


AB SMALL CAP GROWTH PORTFOLIO •			49

AB Family of Funds

NOTES


50		• AB SMALL CAP GROWTH PORTFOLIO

NOTES


AB SMALL CAP GROWTH PORTFOLIO •			51

NOTES


52		• AB SMALL CAP GROWTH PORTFOLIO

LOGO

AB SMALL CAP GROWTH PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

SCG-0152-0117 LOGO

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

12 (b) (1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (b) (2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (c)		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Cap Fund, Inc.


By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date: March 29, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date: March 29, 2017


By:		/s/ Joseph J. Mantineo
		Joseph J. Mantineo
		Treasurer and Chief Financial Officer

Date: March 29, 2017

Ab Cap Fund N-CSRSCertified semi-annual shareholder report (management investment company)