The AB Pooling Portfolios

N-CSR 1 d69408dncsr.htm THE AB POOLING PORTFOLIOS The AB Pooling Portfolios

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: 811-21673

The AB Pooling Portfolios

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph. J Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: August 31, 2015

Date of reporting period: August 31, 2015

ITEM 1.

REPORTS TO STOCKHOLDERS.

AUG^08.31.15

LOGO

ANNUAL REPORT

AB POOLING PORTFOLIOS

AB U.S. VALUE

AB U.S. LARGE CAP GROWTH

AB INTERNATIONAL VALUE

AB INTERNATIONAL GROWTH

AB SHORT DURATION BOND

AB GLOBAL CORE BOND

AB BOND INFLATION PROTECTION

AB HIGH-YIELD

AB SMALL-MID CAP VALUE

AB SMALL-MID CAP GROWTH

AB MULTI-ASSET REAL RETURN

AB VOLATILITY MANAGEMENT

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

October 21, 2015

Annual Report

This report provides management’s discussion of fund performance for the AB Pooling Portfolios (collectively, the “Portfolios”; individually, the “Portfolio”) for the annual reporting period ended August 31, 2015. Effective January 20, 2015, the Registrant’s name changed from “AllianceBernstein Pooling Portfolios” to “AB Pooling Portfolios”, and the reference to “AllianceBernstein” in each Portfolio’s name changed to “AB”.

The tables on pages 20-31 show each Portfolio’s performance for the six- and 12-month periods ended August 31, 2015, compared to their respective benchmarks. Additional performance can be found on pages 32-35.

Market Review

Global stocks declined for the 12-month period ended August 31, 2015, while fixed-income markets were mixed. While capital markets overall were negatively affected by a sharp decline in oil and commodity prices, combined with events in Greece and China, suffered losses, US equity markets managed to post slight gains.

Global equities began the period under heavy pressure, driven by worries over economic weakness in China and Europe. Ongoing geopolitical turmoil in the Ukraine and elsewhere also played a role. Markets saw a slight respite after negotiations between Greece and its official creditors were resolved in July, but a sharp drop in the price of oil and volatile trading in China’s mainland stock markets prompted a global selloff in August.

Bond markets were volatile for the 12-month period as well. Markets remained preoccupied with central bank policies, which appeared to diverge. Speculation over the timing of an increase in US interest rates caused the US yield curve to flatten during the year. Meanwhile, central banks including Europe, Canada and China relaxed policy to offset weaker growth, sending government bond yields lower in those regions where central banks have adopted stimulus measures.

Disappointing economic data in China led authorities to devalue the yuan against the US dollar by the largest amount in decades. Although policymakers justified the move as an attempt to make the country’s exchange rate more responsive to market forces, investors interpreted it as a sign that China’s economic slowdown was worse than originally thought.

U.S. Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of US companies emphasizing investments in companies that AllianceBernstein L.P. (the “Adviser”) believes are undervalued. The Portfolio uses the fundamental value approach of the Adviser. This fundamental value approach seeks to identify investments that are considered to be undervalued because they are attractively priced relative to future earnings power and dividend-paying capability. The Adviser relies heavily on the fundamental analysis and research of the Adviser’s large internal research staff in making


AB POOLING PORTFOLIOS •			1

investment decisions for the Portfolio. These investment decisions are the result of the multi-step process described below. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of US companies.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards, and swaps. The Portfolio 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 exchange-traded funds (“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 Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of 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 Portfolio seeks to invest than direct investments.

Investment Results

The Portfolio outperformed its benchmark, the Russell 1000 Value Index, for the six-month period and underperformed for the 12-month period ended August 31, 2015.

During the 12-month period, sector selection was the main source of underperformance, due to negative underweights in consumer growth and consumer staples, as well as a negative overweight in energy, relative to the benchmark. Security selection in the consumer cyclicals and services sectors, as well as an overweight in consumer cyclicals, helped to offset some of the losses. For the six-month period, security selection in the services, consumer cyclicals and financials sectors contributed most to performance. Security selection in the technology and consumer growth sectors, as well as an overweight in the consumer cyclicals sector, had a negative impact on returns.

The Portfolio did not utilize derivatives during the six- or 12-month periods.

U.S. Large Cap Growth Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in equity securities of a limited number of large, carefully selected, high quality US companies. The Portfolio invests primarily in the domestic equity securities of companies selected by the Adviser for their growth potential within various market sectors. The Portfolio emphasizes investments in large, seasoned companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of large-capitalization US companies. For these purposes, “large-capitalization companies” are those that, at the time of investment, have market capitalizations within the


2		• AB POOLING PORTFOLIOS

range of market capitalizations of companies appearing in the Russell 1000 Growth Index. The Adviser expects that normally the Portfolio’s portfolio will tend to emphasize investments in securities issued by US companies, although it may invest in foreign securities.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio 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 Portfolio from a decline in value, sometimes within certain ranges.

Investment Results

The Portfolio outperformed its benchmark, the Russell 1000 Growth Index, for the six- and 12-month periods ended August 31, 2015.

During the 12-month period, security selection was the main source of

outperformance, as stock selection in the technology, consumer discretionary and industrials sectors contributed to returns, relative to the benchmark. Stock selection in the telecommunications and energy sectors had a negative impact on performance. Sector selection was positive, due to underweights in energy and materials, as well as an overweight in health care. For the six-month period, security selection was positive, as picks within the technology, industrials and consumer discretionary sectors contributed to performance. Security selection in the health care and consumer staples sectors had a negative impact on returns. Sector selection was positive, due to an underweight in materials and an overweight in health care.

The Portfolio did not utilize derivatives during the six- or 12-month periods.

International Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and from more than 40 developed and emerging market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide. Under normal market conditions, the Portfolio invests significantly (at least 40%, unless market conditions are not deemed favorable by the Adviser) in securities of non-US companies. In addition, the Portfolio invests, under normal market conditions, in companies in at least three countries other than the United States.


AB POOLING PORTFOLIOS •			3

The Portfolio invests in companies that the Adviser determines are undervalued, using a fundamental value approach. In selecting securities for the Portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and equity positions separately and may seek to hedge the currency exposure resulting from securities positions when it finds the currency positions unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Portfolio may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multi-national companies and “semi-governmental securities”, and enter into forward commitments.

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 Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

Investment Results

The Portfolio outperformed its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) ex-US, for the six- and 12-month periods ended August 31, 2015.

During the 12-month period, security selection was positive within the industrial commodities, capital equipment and finance sectors. Security selection in the health care and technology/electronics sectors had a negative impact on returns, relative to the benchmark. Sector selection was negative due to underweights in consumer staples and health care. An overweight in telecommunications, as well as an underweight in industrial commodities, offset some of the losses. Country selection was positive, due mostly to an overweight in Japan. An overweight in France and an underweight in Canada also contributed to performance. In contrast, underweights


4		• AB POOLING PORTFOLIOS

in Sweden and Switzerland had a negative impact on returns. For the six-month period security selection was positive, while sector selection was negative. Security selection in the finance and industrial commodities sectors, as well as an underweight in industrial commodities, contributed most to performance. In contrast, security selection within the technology/electronics sector and an underweight in health care had a negative impact on returns. Country selection was positive, due mostly to an overweight in Japan. An underweight in Switzerland had a negative impact on returns.

The Portfolio utilized derivatives including Treasury futures for investment purposes and currency forwards for hedging and investment purposes, which added to returns during both periods, in absolute terms.

International Growth Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in an international portfolio of companies selected by the Adviser whose growth potential appears likely to outpace market expectations. The Adviser’s growth analysts use proprietary research to seek to identify companies that grow while creating a significant amount of “economic value”. These companies typically exhibit solid, durable growth; strong, sustainable competitive advantages; high return on invested capital and robust free cash flow.

The Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially

more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging market countries. Geographic distribution of the Portfolio’s investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation. The Portfolio may also invest in synthetic foreign equity securities, which are types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Adviser expects that normally the Portfolio’s portfolio will tend to emphasize investments in larger capitalization companies.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.


AB POOLING PORTFOLIOS •			5

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 Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

Investment Results

The Portfolio outperformed its benchmark, the MSCI ACWI ex-US, for the six- and 12-month periods ended August 31, 2015.

For the 12-month period, sector selection was positive due mostly to an underweight in energy and an overweight in consumer discretionary, relative to the benchmark. In contrast, security selection was negative, as positive stock selection within the health care and materials sectors was offset by negative stock selection in the consumer discretionary sector. Country selection was negative, as positive underweights in Canada and Korea were more than offset by a negative underweight in Japan and negative overweights in Brazil and India. During the six-month period, sector selection was positive due to underweights in energy and materials. Security selection

was also positive, particularly in the health care sector. Security selection within utilities offset some of these gains. Country selection was negative due to an overweight in India and an underweight in Japan. An underweight in Australia and an overweight in Denmark contributed to returns, offsetting some of the losses.

The Portfolio utilized derivatives in the form of currency forwards for hedging purposes, which detracted from returns during both periods, in absolute terms.

Short Duration Bond Portfolio

Investment Objective and Policies

The Portfolio seeks a moderate rate of income that is subject to taxes. The Portfolio may invest in many types of fixed-income securities, including corporate bonds, notes, US Government and agency securities, asset-backed securities, mortgage-related securities, and inflation-indexed securities, as well as other securities of US and non-US issuers. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. The Portfolio may also invest up to 20% of its total assets in debt securities denominated in currencies other than the US dollar. The Portfolio may also invest up to 20% of its assets in hybrid instruments, which have characteristics of futures, options, currencies and securities. The Portfolio seeks to maintain a relatively short duration of one to three years under normal market conditions. The Adviser may use interest-rate forecasting to determine the best level of interest-rate risk at a given time. The Adviser may moderately shorten the


6		• AB POOLING PORTFOLIOS

average duration of the Portfolio when it expects interest rates to rise and modestly lengthen the average duration when it anticipates that rates will fall.

The Portfolio may invest in investment grade quality securities rated A or Baa (including Baa1, Baa2 and Baa3) by Moody’s Investors Service (“Moody’s”), or A or BBB (including BBB+ and BBB-) by Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings (“Fitch”). The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero-coupon and interest-only or principal-only securities. The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps.

Investment Results

The Portfolio outperformed its benchmark, the Bank of America Merrill Lynch (“BofA ML”) 1-3 Year US Treasury Index, for the six- and 12-month periods ended August 31, 2015.

Exposure to agencies, commercial mortgage obligations, asset-backed securities and investment-grade corporates contributed for both periods; an overweight to inflation-linked securities detracted from performance, relative to the benchmark. The Portfolio’s non-US holdings did not have a material impact on performance. Yield-curve positioning detracted for both periods, mainly from an underweight to the front end of the curve.

During both periods, the Portfolio utilized derivative instruments including Treasury futures and interest rate swaps

in order to manage duration and yield-curve positioning. Currency forwards were also utilized during both periods to hedge out non-dollar currency exposure. Cross currency swaps for hedging purposes had an immaterial impact during both periods, in absolute terms.

Global Core Bond Portfolio

Investment Objective and Policies

The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. Fixed-income securities include, among other things, bonds. Under normal market conditions, the Portfolio invests at least 40% of its assets in fixed-income securities of non-US issuers. In addition, the Portfolio invests, under normal circumstances, in the fixed-income securities of issuers located in at least three countries.

The Portfolio may invest in medium-quality securities rated A or Baa (including Baa1, Baa2 and Baa3) by Moody’s, or A or BBB (including BBB+ and BBB-) by S&P or Fitch. The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-indexed securities, structured securities, variable, floating, and inverse floating rate instruments and preferred stock, and may use other investment techniques. To reduce volatility, the Adviser may hedge a significant portion of the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge its currency exposure, the Portfolio intends to use currency-related derivatives, including forward currency exchange contracts and futures. The Adviser may also seek


AB POOLING PORTFOLIOS •			7

investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives. The Portfolio may also invest in other derivatives, including, without limitation, credit default swaps and interest rate swaps. The Portfolio may, among other things, enter into transactions such as reverse repurchase agreements and dollar rolls.

Investment Results

The Portfolio underperformed its benchmark, the Barclays Global Aggregate Bond Index (US dollar hedged), for the six- and 12-month periods ended August 31, 2015.

Security selection contributed for both periods, led by security selection within investment-grade corporates and commercial mortgage-backed securities, relative to the benchmark. Currency selection contributed for both periods, mainly from underweights to the Australian dollar, South Korean won and New Zealand dollar, as well as a long US dollar position. Country allocation detracted from returns for the six-month period, mainly from an overweight to Brazil as well as an underweight to Japan. However, for the 12-month period, country allocation contributed to returns, mainly from an overweight to the United Kingdom. Yield-curve positioning detracted for both periods, mainly from positioning on the long end of the euro and US yield curves.

During both periods, the Portfolio utilized derivatives including currency forwards for hedging and investment purposes, which added to returns in absolute terms; Treasury futures for

hedging purposes had an immaterial impact during the six-month period, and detracted for the 12-month period.

Bond Inflation Protection Portfolio

Investment Objective and Policies

The Portfolio pursues its objective by investing principally in Treasury Inflation Protected Securities (“TIPS”) directly or by gaining indirect exposure to TIPS through derivatives transactions such as Consumer Price Index (“CPI”) swaps and total return swaps linked to TIPS. In deciding whether to take direct or indirect exposure, the Adviser will consider the relative costs and efficiency of each method. In addition, in seeking to maximize real return, the Portfolio may invest in other fixed-income investments such as US and non-US government securities, corporate fixed-income securities and mortgage-related securities, as well as derivatives linked to such securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. While the Portfolio expects to invest principally in investment grade securities, it may invest up to 15% of its total assets in fixed-income securities rated BB or B or the equivalent by at least one national ratings agency (or deemed by the Adviser to be of comparable credit quality), which are not investment grade (“junk bonds”).

The Portfolio may also invest in other inflation-indexed securities, issued by both US and non-US issuers, and in derivative instruments linked to these securities, such as options, futures, forwards or swap agreements. The Portfolio intends to use leverage for investment purposes. The Portfolio


8		• AB POOLING PORTFOLIOS

may also invest in loan participations, structured securities, asset-backed securities, variable, floating, and inverse floating rate instruments, and preferred stock, and may use other investment techniques. The Portfolio may invest in fixed-income securities of any maturity and duration.

Investment Results

The Portfolio underperformed its benchmark, the Barclays 1-10 Year TIPS Index, for the six- and 12-month periods ended August 31, 2015.

During both periods, returns were negative due to an increase in TIPS yields across the curve. The continued downward pressure on oil prices as well as other commodity prices during both periods contributed to the negative performance, and also caused TIPS to underperform relative to US Treasuries. For the six-month period, sector allocation detracted from returns while currency allocation had an immaterial impact, relative to the benchmark; for the 12-month period, sector allocation detracted from performance, while currency selection contributed to returns. Regarding sector allocation, an allocation to corporates detracted for both periods. Within currency allocation, the Portfolio’s long US dollar position against its short euro, Australian dollar and Canadian dollar positions contributed to returns for the 12-month period; for the six-month period, the euro trade was immaterial with Australian dollar and Canadian dollar positions still contributing.

The Portfolio utilized derivatives including interest rate swaps and Treasury

futures during both periods to manage duration and yield-curve positioning. Overall duration and yield-curve positioning had a modest contribution to returns for the six- and 12-month periods in absolute terms. Credit default swaps and inflation swaps were utilized for hedging and investment purposes, which had an immaterial impact during both periods. Currency forwards were utilized to establish currency positioning. The Portfolio also utilized leverage through reverse repurchase agreements.

High-Yield Portfolio

Investment Objective and Policies

The Portfolio invests, under normal circumstances, at least 80% of its net assets in high-yield debt securities. The Portfolio invests in a diversified mix of high yield, below investment grade debt securities, known as “junk bonds”. These securities involve greater volatility of price and risk of principal and income than higher quality debt securities. The Portfolio is managed to maximize current income by taking advantage of market developments, yield disparities, and variations in the creditworthiness of issuers. The Portfolio uses various strategies in attempting to achieve its objective. The Portfolio may invest in debt securities with a range of maturities from short- to long-term. The Portfolio may invest in US dollar-denominated and non-US dollar-denominated foreign fixed-income securities. The Portfolio also may invest in mortgage-related and other asset-backed securities, loan participations, inflation-indexed securities, structured securities and preferred stocks. The Portfolio may use leverage for investment purposes by entering into transactions such as reverse repurchase agreements and dollar rolls.


AB POOLING PORTFOLIOS •			9

The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero-coupon and interest-only or principal-only securities. The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps.

Investment Results

The Portfolio outperformed its benchmark, the Barclays US High Yield 2% Issuer Capped Index, for the six- and 12-month periods ended August 31, 2015.

For both periods, an underweight to the energy sector was a significant driver of outperformance, relative to the benchmark. An overweight to the banking sector, as well as an underweight to basic materials also contributed to performance for both periods. Security selection within communications/media contributed to performance for the 12-month period, yet detracted for the six-month period. Security selection within consumer non-cyclicals contributed for the six-month period yet detracted for the 12-month period. An underweight to CCC-rated bonds contributed to performance for both periods.

During both periods, the Portfolio utilized derivatives including currency forwards and credit default swaps for hedging and investment purposes, and written options and swaptions for hedging purposes, which added to performance in absolute terms; total return swaps for hedging and investment purposes, and purchased options for hedging purposes detracted. Treasury futures for hedging and investment purposes added during the six-month period and

detracted during the 12-month period; interest rate swaps for hedging purposes had an immaterial impact during both periods.

Small-Mid Cap Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization US companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in small- to mid-capitalization companies. For purposes of this policy, small- to mid-capitalization companies are those that, at the time of investment, fall within the capitalization range between the smallest company appearing in the Russell 2500 Value Index and the greater of $5 billion or the market capitalization of the largest company in the Russell 2500 Value Index. The Portfolio may invest in securities issued by non-US companies and enter into forward commitments.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio 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 Portfolio’s portfolio from a decline in value, sometimes within certain ranges.


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Investment Results

The Portfolio declined in absolute terms but outperformed its benchmark, the Russell 2500 Value Index, for the six- and 12-month periods ended August 31, 2015.

For the 12-month period, security selection drove the outperformance. Security selection was strongest in the financials sector, relative to the benchmark. Stock selection in the technology, consumer discretionary, materials and utilities sectors, as well as an underweight position in the energy sector, also significantly contributed to relative performance. The leading detractors from performance for the period were stock selection in the industrials and energy sectors and underweight positions in financials and health care. In the six-month period, security selection also drove the outperformance, particularly in the financials sector. Stock selection and an underweight position in the energy sector also contributed. Stock selection in the technology sector, as well as underweight positions in financials and health care, trimmed gains.

The Portfolio did not utilize derivatives during the six- or 12-month periods.

Small-Mid Cap Growth Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in the equity securities of small- and mid-capitalization US companies. For these purposes, “small- and mid-capitalization companies” are generally those companies that, at the time of investment, fall within the lowest 25% of the total US equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). In the future, the Portfolio may define small- and mid-capitalization companies using a different classification system.

The Portfolio 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 Portfolio’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Portfolio may invest in foreign securities. The Portfolio invests principally in equity securities but may also invest in other types of securities, such as preferred stocks. The Portfolio may also invest up to 20% of its total assets in rights and warrants.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The


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Portfolio 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 Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

Investment Results

The Portfolio outperformed its benchmark, the Russell 2500 Growth Index, for the six-month period yet underperformed for the 12-month period ended August 31, 2015.

Stock selection in the health care and industrials sectors contributed for the six-month period, while stock selection in technology and consumer/commercial staples sectors detracted, relative to the benchmark. For the 12-month period, stock selection detracted in the consumer/commercial services and industrials sectors, and contributed in the health care and technology sectors. Reflecting the Portfolio’s bottom-up investment process, the Small-Mid Cap Growth Investment Team continues to

find opportunities across most sectors. Given the increased uncertainty over global growth, however, there is an increased emphasis on secular growers and companies that have greater-than-normal control over future earnings growth (i.e., self-help opportunities).

The Portfolio did not utilize derivatives during the six- or 12-month periods.

Multi-Asset Real Return Portfolio

Investment Objective and Policies

The Portfolio seeks to maximize real return. Real return is the rate of total return (including income and capital appreciation) after adjusting for inflation. The Portfolio pursues an aggressive investment strategy involving a variety of asset classes. The Portfolio invests primarily in instruments that the Adviser expects to outperform broad equity indices during periods of rising inflation. Under normal circumstances, the Portfolio expects to invest its assets principally in the following instruments that, in the judgment of the Adviser, are affected directly or indirectly by the level and change in rate of inflation: inflation-indexed fixed-income securities, such as TIPS and similar bonds issued by governments outside of the United States, commodities, equity securities, such as commodity-related stocks, real estate securities, utility securities, infra-structure related securities, securities and derivatives linked to the price of other assets (such as commodities, stock indices and real estate), and currencies. The Portfolio expects its investments in fixed-income securities to have a broad range of any maturity and quality level.


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The Portfolio may invest in derivatives, such as options, futures, forwards, swap agreements or structured notes. The Portfolio intends to use leverage for investment purposes through the use of cash made available by derivatives transactions to make other investments in accordance with its investment policies.

The Portfolio may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments, including investments in commodity index-linked notes. The Adviser expects that the Portfolio will seek to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AllianceBernstein Cayman Inflation Pooling Subsidiary, Ltd., a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by the Adviser and has the same investment objective and substantially similar investment policies and restrictions as the Portfolio. The Subsidiary, unlike the Portfolio, may invest, without limitation, in commodities and commodities-related instruments. The Portfolio will be subject to the risks associated with the commodities, derivatives and other instruments in which the Subsidiary invests, to the extent of its investment in the Subsidiary. The Portfolio limits its investment in the Subsidiary to no more than 25% of its net assets.

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

Investment Results

The Portfolio outperformed its primary benchmark, the MSCI AC World Commodity Producers Index, for the six- and 12-month periods ended August 31, 2015, and underperformed its secondary benchmark, the All Market Real Return Portfolio Benchmark, for both periods.

The outperformance during both periods versus the primary benchmark was driven by a strategic exposure to global real estate, which strongly outperformed the primary benchmark (which has no real estate exposure or commodity futures exposure, and has only commodity equity exposure); strategic allocation to commodity futures also boosted performance, although to a smaller degree. Further, overlay positions such as an overweight to the US dollar, CPI swaps, long term oil futures and security selection outperformed relative to the primary benchmark, which helped returns; precious metals stocks detracted for both periods. The underperformance versus the secondary benchmark during both periods was largely driven by exposure to commodity futures; security selection and top-down allocation in global real estate and natural resources added to returns, albeit to a smaller degree.

The Portfolio utilized derivatives in the form of futures, total return swaps, interest rate swaps and written options for hedging and investment purposes, which detracted from returns during both periods in absolute terms; currency forwards were utilized for hedging and investment purposes, which detracted during the six-month period and added


AB POOLING PORTFOLIOS •			13

during the 12-month period. Inflation swaps for hedging purposes and purchased options for hedging and investment purposes added to returns during both periods.

Volatility Management Portfolio

Investment Objective and Policies

The Portfolio is designed to reduce the overall portfolio volatility and the effects of adverse equity market conditions for a blended-style investor (an “investing Fund”). The Portfolio will not pursue its investment objective of long-term growth of capital and income in isolation, but always with the goal of reducing an investing Fund’s overall equity exposure when appropriate to mitigate equity risk. In other words, in making investment decisions for the Portfolio, the Adviser will consider the blended investing style of the investing Fund and not necessarily the goal of achieving the Portfolio’s investment objective.

The Portfolio will have the ability to invest in a wide array of asset classes, including US, non-US and emerging market equity and fixed-income securities, commodities, real estate investment trusts (“REITs”) and other real estate-related securities, currencies, and inflation-indexed securities. The Portfolio will invest directly in equity securities, but it will also be able to invest without limit in derivative instruments, including futures, forwards, options, swaps and other financially-linked investments.

To effectuate the Portfolio’s dynamic, opportunistic asset allocation approach, the Adviser may invest in derivatives or

ETFs rather than investing directly in equity securities. The Portfolio may use index futures or ETFs, for example, to gain broad exposure to a particular segment of the market, while buying representative equity securities to achieve exposure to another. The Adviser will choose investments, in each case, based on concerns of cost and efficiency of access. The Portfolio’s holdings may be frequently adjusted to reflect the Adviser’s assessment of changing risks. The Adviser believes that these adjustments can also frequently be made efficiently and economically through the use of derivatives strategies and/or ETFs. Similarly, when the Adviser decides to reduce (or eliminate) the Portfolio’s exposure to the equity markets, the Adviser may choose to gain this alternative exposure directly through securities purchases or indirectly through derivatives transactions and/or ETFs. The asset classes selected may or may not be represented by the holdings of other of the Pooling Portfolios, because investment decisions for the Portfolio will be driven by risk mitigation concerns that may be best facilitated through exposure to asset classes not represented elsewhere in the investing Fund’s overall exposure.

The Portfolio has the risk that it may not accomplish its purpose if the Adviser does not correctly assess the risk in equity markets and, consequently, its performance could be affected adversely.

Investment Results

The Portfolio’s long-term objective is to reduce overall volatility and the effects


14		• AB POOLING PORTFOLIOS

of adverse equity market conditions by reducing equity exposure during periods of high equity market volatility, or when the compensation for equity risk is poor. At such times, the Portfolio will move to underweight stocks relative to the primary benchmark and will seek to diversify across asset classes which are not represented in the benchmark including fixed-income securities and real estate.

During both periods, the Portfolio was fully allocated to growth-sensitive assets until late August, when the Portfolio moved to underweight equity and added to cash in response to rising volatility caused by Chinese currency devaluation and emerging market growth concerns. Throughout both periods, the Portfolio was more diversified than the benchmark through holdings of global REITs and made modest tilts across equity regions. In currency management, the Portfolio partially hedged some exposure back to the US dollar.

For both periods, the Portfolio outperformed its benchmark, the MSCI ACWI, driven by currency management (notably an underweight to the euro versus the US dollar) and regional shifts in equities (an overweight to Japan and decisions to overweight and underweight European exposure at different times in the year). Strategic allocation to REITs added to performance versus the benchmark over the 12-month period, and detracted from performance over the six-month period. The decision to underweight equities at the end of the 12-month period detracted from performance.

During both periods, the Portfolio had modestly higher overall Fund volatility than its primary benchmark.

The Portfolio utilized derivatives including currency forwards for hedging and investment purposes, which added to returns during both periods, in absolute terms; Treasury futures and total return swaps for hedging and investment purposes detracted during both periods.


AB POOLING PORTFOLIOS •			15

DISCLOSURES AND RISKS

Benchmark Disclosures

None of the indices listed below reflect fees and expenses associated with the active management of a mutual fund portfolio. The unmanaged Russell 1000^® Value Index represents the performance of 1,000 large-cap value companies within the US. The unmanaged Russell 1000^® Growth Index represents the performance of 1,000 large-cap growth companies within the US. The unmanaged MSCI ACWI ex-US (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets, excluding the United States. The unmanaged BofA ML^® 1-3 Year US Treasury Index represents the performance of US dollar-denominated sovereign debt publicly issued by the US government in its domestic market with a remaining term to final maturity of one to three years. The unmanaged Barclays Global Aggregate Bond Index (US dollar hedged) represents the performance of the global investment-grade developed fixed-income markets. The unmanaged Barclays 1-10 Year TIPS Index represents the performance of inflation-protected securities issued by the US Treasury. The unmanaged Barclays US High Yield 2% Issuer Capped Index is the 2% issuer capped component of the US Corporate High Yield Index, which represents the performance of fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity. The unmanaged Russell 2500™ Value Index represents the performance of 2,500 small- to mid-cap value companies within the US. The unmanaged Russell 2500™ Growth Index represents the performance of 2,500 small- to mid-cap growth companies within the US. The All Market Real Return Portfolio Benchmark is an equally-weighted blend of the MSCI AC World Commodity Producers Index, the FTSE EPRA/NAREIT Global Index and the Dow Jones-UBS Commodity Index. The MSCI AC World Commodity Producers Index is a free float-adjusted, market capitalization index designed to track the performance of global listed commodity producers, including emerging markets. The FTSE EPRA/NAREIT Global Index (market-value-weighted index based upon the last closing price of the month) represents the performance of tax-qualified REITs listed on the NYSE, AMEX and the NASDAQ. The Dow Jones-UBS Commodity Index measures price movements of the commodities included in the appropriate sub index. It does not account for effects of rolling futures contracts or costs associated with holding the physical commodity. Commodities sectors include: energy, grains, industrial metals, petroleum, precious metals and softs. The unmanaged MSCI ACWI (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolios.

A Word About Risk

All Portfolios

While the equity Portfolios invest principally in common stocks and other equity securities and the fixed-income Portfolios invest principally in bonds and fixed-income securities, in order to achieve their investment objectives, the Portfolios may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Portfolios’ prospectus.

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


16		• AB POOLING PORTFOLIOS

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

Market Risk: The value of the Portfolios’ assets 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, such as the Portfolios’ value approach, may be underperforming the market generally.

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

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

U.S. Large Cap Growth Portfolio

Focused Portfolio Risk: This is the risk that investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

International Value Portfolio, International Growth Portfolio, Short Duration Bond Portfolio, Global Core Bond Portfolio, Bond Inflation Protection Portfolio, High-Yield Portfolio, Small-Mid Cap Value Portfolio, Small-Mid Cap Growth Portfolio, Multi-Asset Real Return Portfolio, Volatility Management Portfolio

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.

International Value Portfolio, International Growth Portfolio, Short Duration Bond Portfolio, Global Core Bond Portfolio, Bond Inflation Protection Portfolio, High-Yield Portfolio, Small-Mid Cap Value Portfolio, Multi-Asset Real Return Portfolio, Volatility Management Portfolio

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

International Value Portfolio, International Growth Portfolio, Global Core Bond Portfolio, Volatility Management Portfolio

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

Short Duration Bond Portfolio, Global Core Bond Portfolio, Bond Inflation Protection Portfolio, High-Yield Portfolio, Multi-Asset Real Return Portfolio, Volatility Management Portfolio

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

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

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


AB POOLING PORTFOLIOS •			17

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Short Duration Bond Portfolio, Global Core Bond Portfolio, Bond Inflation Protection Portfolio, High-Yield Portfolio, Volatility Management Portfolio

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

Short Duration Bond Portfolio, Global Core Bond Portfolio, Bond Inflation Protection Portfolio

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

Global Core Bond Portfolio, Bond Inflation Protection Portfolio, High-Yield Portfolio, Multi-Asset Real Return Portfolio

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

Bond Inflation Protection Portfolio, Multi-Asset Real Return Portfolio

Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolios from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

High-Yield Portfolio

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

Small-Mid Cap Value Portfolio, Small-Mid Cap Growth Portfolio

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.

Multi-Asset Real Return Portfolio, Volatility Management Portfolio

Commodity Risk: Investments in commodities and commodity-linked derivative instruments, either directly or through the Subsidiary, may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked

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


18		• AB POOLING PORTFOLIOS

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Multi-Asset Real Return Portfolio

Subsidiary Risk: By investing in the Subsidiary, the Portfolio is indirectly exposed to the risks associated with the Subsidiary’s investments, including its investments in commodities. There is no guarantee that the investment objective of the Subsidiary will be achieved.

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

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

An Important Note About Historical Performance

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

Please note: Shares of the Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AB that seek a blend of asset classes for investment. These share classes are not currently offered for direct investment from the general public. The Pooling Portfolios can be purchased at the relevant NAV without a sales charge or other fee. However, there are sales charges in connection to purchases of other AB share classes invested in these Portfolios. For additional information regarding other retail share classes and their sales charges and fees, please visit www.abglobal.com. All fees and expenses related to the operation of the Portfolios have been deducted. Performance assumes reinvestment of distributions and does not account for taxes.


AB POOLING PORTFOLIOS •			19

Disclosures and Risks

HISTORICAL PERFORMANCE

THE PORTFOLIO VS. ITS BENCHMARK PERIOD ENDED AUGUST 31, 2015 (unaudited)



	Returns
U.S. VALUE PORTFOLIO	6 Months		12 Months
AB U.S. Value Portfolio*		-6.25%		-4.21%

Russell 1000 Value Index		-6.73%		-3.48%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class-action settlements, which enhanced the performance of the Portfolio for the six- and 12-month periods ended August 31, 2015, by 0.29% and 0.34%, respectively.

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO 8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB U.S. Value Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


20		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK PERIOD ENDED AUGUST 31, 2015 (unaudited)



	Returns
U.S. LARGE CAP GROWTH PORTFOLIO	6 Months		12 Months
AB U.S. Large Cap Growth Portfolio*		-1.02%		11.22%

Russell 1000 Growth Index		-3.88%		4.26%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class-action settlements, which enhanced the performance of the Portfolio for the six- and 12-month periods ended August 31, 2015, by 0.00% and 0.01%, respectively.

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO 8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB U.S. Large Cap Growth Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			21

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK PERIOD ENDED AUGUST 31, 2015 (unaudited)



	Returns
INTERNATIONAL VALUE PORTFOLIO	6 Months		12 Months
AB International Value Portfolio		-7.96%		-8.59%

MSCI ACWI ex-US		-8.91%		-12.35%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB International Value Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


22		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
INTERNATIONAL GROWTH PORTFOLIO	6 Months		12 Months
AB International Growth Portfolio		-7.44%		-10.86%

MSCI ACWI ex-US		-8.91%		-12.35%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB International Growth Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			23

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
SHORT DURATION BOND PORTFOLIO	6 Months		12 Months
AB Short Duration Bond Portfolio		0.48%		0.90%

BofA ML 1-3 Year US Treasury Index		0.39%		0.80%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Short Duration Bond Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


24		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
GLOBAL CORE BOND PORTFOLIO	6 Months		12 Months
AB Global Core Bond Portfolio		-1.03%		2.15%

Barclays Global Aggregate Bond Index (US dollar hedged)		-0.93%		2.23%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Global Core Bond Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			25

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
BOND INFLATION PROTECTION PORTFOLIO	6 Months		12 Months
AB Bond Inflation Protection Portfolio		-1.63%		-2.73%

Barclays 1-10 Year TIPS Index		-1.15%		-2.35%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Bond Inflation Protection Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


26		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
HIGH-YIELD PORTFOLIO	6 Months		12 Months
AB High-Yield Portfolio*		-2.23%		-2.27%

Barclays US High Yield 2% Issuer Capped Index		-2.85%		-2.93%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class-action settlements, which enhanced the performance of the Portfolio for the six- and 12-month periods ended August 31, 2015, by 0.05% and 0.09%, respectively..

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB High-Yield Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			27

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
SMALL-MID CAP VALUE PORTFOLIO	6 Months		12 Months
AB Small-Mid Cap Value Portfolio		-4.43%		-1.38%

Russell 2500 Value Index		-6.52%		-4.77%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Small-Mid Cap Value Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


28		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
SMALL-MID CAP GROWTH PORTFOLIO	6 Months		12 Months
AB Small-Mid Cap Growth Portfolio		-2.59%		3.92%

Russell 2500 Growth Index		-3.78%		4.53%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Small-Mid Cap Growth Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			29

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
MULTI-ASSET REAL RETURN PORTFOLIO	6 Months		12 Months
AB Multi-Asset Real Return Portfolio		-14.23%		-27.40%

Primary Benchmark: MSCI AC World Commodity Producers Index		-20.00%		-35.80%

Secondary Benchmark: All Market Real Return Portfolio Benchmark		-13.87%		-23.86%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

8/31/05 TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Multi-Asset Real Return Portfolio (from 8/31/05 to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


30		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIO VS. ITS BENCHMARK

PERIODS ENDED AUGUST 31, 2015 (unaudited)



	Returns
VOLATILITY MANAGEMENT PORTFOLIO	6 Months		12 Months
AB Volatility Management Portfolio		-6.73%		-3.35%

MSCI ACWI		-7.18%		-6.29%

GROWTH OF A $10,000 INVESTMENT IN THE PORTFOLIO

4/16/10^* TO 8/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Volatility Management Portfolio (from 4/16/10* to 8/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

Inception date: 4/16/2010.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			31

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2015 (unaudited)
	NAV/SEC Returns*

AB U.S. Value Portfolio
1 Year		-4.21	%
5 Years		14.68	%
10 Years		5.24	%

AB U.S. Large Cap Growth Portfolio
1 Year		11.22	%
5 Years		19.19	%
10 Years		8.18	%

AB International Value Portfolio
1 Year		-8.59	%
5 Years		4.70	%
10 Years		1.78	%

AB International Growth Portfolio
1 Year		-10.86	%
5 Years		2.37	%
10 Years		0.89	%

AB Short Duration Bond Portfolio
1 Year		0.90	%
5 Years		1.21	%
10 Years		2.28	%

AB Global Core Bond Portfolio
1 Year		2.15	%
5 Years		4.08	%
10 Years		5.27	%

AB Bond Inflation Protection Portfolio
1 Year		-2.73	%
5 Years		3.07	%
10 Years		4.22	%

AB High-Yield Portfolio
1 Year		-2.27	%
5 Years		8.13	%
10 Years		8.03	%

These Portfolios are offered at NAV, and their SEC returns are the same as their NAV returns.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


32		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2015 (unaudited)
	NAV/SEC Returns*

AB Small-Mid Cap Value Portfolio
1 Year		-1.38	%
5 Years		16.29	%
10 Years		8.93	%

AB Small-Mid Cap Growth Portfolio
1 Year		3.92	%
5 Years		19.87	%
10 Years		11.69	%

AB Multi-Asset Real Return Portfolio
1 Year		-27.40	%
5 Years		-1.78	%
10 Years		0.17	%

AB Volatility Management Portfolio
1 Year		-3.35	%
5 Years		9.52	%
Since Inception^†		7.39	%

These Portfolios are offered at NAV, and their SEC returns are the same as their NAV returns.

^†

Inception date: 4/16/2010.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


AB POOLING PORTFOLIOS •			33

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2015 (unaudited)
	SEC Returns*

AB U.S. Value Portfolio
1 Year		-5.07	%
5 Years		12.15	%
10 Years		4.78	%

AB U.S. Large Cap Growth Portfolio
1 Year		10.21	%
5 Years		16.49	%
10 Years		7.67	%

AB International Value Portfolio
1 Year		-8.25	%
5 Years		1.76	%
10 Years		0.97	%

AB International Growth Portfolio
1 Year		-7.15	%
5 Years		-0.11	%
10 Years		0.20	%

AB Short Duration Bond Portfolio
1 Year		1.15	%
5 Years		1.18	%
10 Years		2.31	%

AB Global Core Bond Portfolio
1 Year		3.27	%
5 Years		4.10	%
10 Years		5.42	%

AB Bond Inflation Protection Portfolio
1 Year		-1.30	%
5 Years		2.70	%
10 Years		4.16	%

AB High-Yield Portfolio
1 Year		-3.73	%
5 Years		6.75	%
10 Years		7.78	%

These Portfolios are offered at NAV, and their SEC returns are the same as their NAV returns.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.

(Historical Performance continued on next page)


34		• AB POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)


SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2015 (unaudited)
	SEC Returns*

AB Small-Mid Cap Value Portfolio
1 Year		0.77	%
5 Years		12.77	%
10 Years		8.63	%

AB Small-Mid Cap Growth Portfolio
1 Year		0.15	%
5 Years		14.79	%
10 Years		10.68	%

AB Multi-Asset Real Return Portfolio
1 Year		-25.81	%
5 Years		-4.49	%
10 Years		-0.43	%

AB Volatility Management Portfolio
1 Year		-2.68	%
5 Years		7.34	%
Since Inception^†		6.73	%

These Portfolios are offered at NAV, and their SEC returns are the same as their NAV returns.

^†

Inception date: 4/16/2010.

See Disclosures, Risks and Note about Historical Performance on pages 16-19.


AB POOLING PORTFOLIOS •			35

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value March 1, 2015		Ending Account Value August 31, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
AB U.S. Value
Actual	$	1,000	$	937.50	$	0.29		0.06	%
Hypothetical**	$	1,000	$	1,024.90	$	0.31		0.06	%
AB U.S. Large Cap Growth
Actual	$	1,000	$	989.80	$	0.30		0.06	%
Hypothetical**	$	1,000	$	1,024.90	$	0.31		0.06	%
AB International Value
Actual	$	1,000	$	920.40	$	0.39		0.08	%
Hypothetical**	$	1,000	$	1,024.80	$	0.41		0.08	%
AB International Growth
Actual	$	1,000	$	925.60	$	0.49		0.10	%
Hypothetical**	$	1,000	$	1,024.70	$	0.51		0.10	%


36		• AB POOLING PORTFOLIOS

Expense Example

EXPENSE EXAMPLE

(unaudited)

(continued from previous page)


	Beginning Account Value March 1, 2015		Ending Account Value August 31, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
AB Short Duration Bond
Actual	$	1,000	$	1,004.80	$	0.20		0.04	%
Hypothetical**	$	1,000	$	1,025.00	$	0.20		0.04	%
AB Global Core Bond
Actual	$	1,000	$	989.70	$	0.25		0.05	%
Hypothetical**	$	1,000	$	1,024.95	$	0.26		0.05	%
AB Bond Inflation Protection
Actual	$	1,000	$	983.70	$	0.75		0.15	%
Hypothetical**	$	1,000	$	1,024.45	$	0.77		0.15	%
AB High-Yield
Actual	$	1,000	$	977.70	$	0.70		0.14	%
Hypothetical**	$	1,000	$	1,024.50	$	0.71		0.14	%
AB Small-Mid Cap Value
Actual	$	1,000	$	955.70	$	0.44		0.09	%
Hypothetical**	$	1,000	$	1,024.75	$	0.46		0.09	%
AB Small-Mid Cap Growth
Actual	$	1,000	$	974.10	$	0.50		0.10	%
Hypothetical**	$	1,000	$	1,024.70	$	0.51		0.10	%
AB Multi-Asset Real Return***
Actual	$	1,000	$	857.70	$	0.33		0.07	%
Hypothetical**	$	1,000	$	1,024.85	$	0.36		0.07	%
AB Volatility Management
Actual	$	1,000	$	932.70	$	0.24		0.05	%
Hypothetical**	$	1,000	$	1,024.95	$	0.26		0.05	%

Expenses are equal to the Portfolio’s annualized expense ratio, 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.

***

Consolidated (see Note A).


AB POOLING PORTFOLIOS •			37

Expense Example

AB U.S. VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $449.5

LOGO

All data are as of August 31, 2015. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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 Portfolio’s prospectus.


38		• AB POOLING PORTFOLIOS

Portfolio Summary

AB U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $453.6

LOGO

All data are as of August 31, 2015. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.


AB POOLING PORTFOLIOS •			39

Portfolio Summary

AB INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $372.4

LOGO

All data are as of August 31, 2015. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.8% or less in the following countries: Argentina, Belgium, Germany, Hong Kong, Indonesia, Israel, Norway, Portugal, Russia, South Africa and Turkey.


40		• AB POOLING PORTFOLIOS

Portfolio Summary

AB INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $375.3

LOGO

All data are as of August 31, 2015. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.3% or less in the following countries: Indonesia, Luxembourg, Philippines, South Africa, Sweden and Thailand.


AB POOLING PORTFOLIOS •			41

Portfolio Summary

AB SHORT DURATION BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $898.4

LOGO


42		• AB POOLING PORTFOLIOS

Portfolio Summary

AB GLOBAL CORE BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $931.0

LOGO

All data are as of August 31, 2015. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” security type weightings represent 0.3% or less in the following types: Corporates – Non-Investment Grade, Local Governments-Municipal Bonds, and Supranationals.


AB POOLING PORTFOLIOS •			43

Portfolio Summary

AB GLOBAL CORE BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $931.0

LOGO

All data are as of August 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.0% or less in the following countries: Belgium, Chile, China, Colombia, Denmark, India, Indonesia, Malaysia, Morocco, Norway, Peru, Portugal, Qatar, Singapore, South Africa, Supranational, Sweden, Switzerland and United Arab Emirates.


44		• AB POOLING PORTFOLIOS

Portfolio Summary

AB BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $717.0

Total Investments ($mil): $914.9


INFLATION PROTECTION BREAKDOWN*

Inflation-Protected Exposure – U.S.	99.5	%
Inflation-Protected Exposure – Non-U.S.	—
Non-Inflation-Protected Exposure	0.5	%

Total	100	%


SECTOR BREAKDOWN OF NET PORTFOLIO ASSETS, EXCLUDING TREASURY SECURITIES, TIPS, INTEREST RATE DERIVATIVES AND NET CASH EQUIVALENTS*

Corporates – Investment Grade	15.7	%
Asset-Backed Securities	11.1	%
Commercial Mortgage-Backed Securities	9.9	%
Collateralized Mortgage Obligations	2.4	%
Governments – Sovereign Agencies	0.7	%
Quasi-Sovereigns	0.6	%
Emerging Markets – Corporate Bonds	0.2	%
Common Stocks	0.2	%
Preferred Stocks	0.1	%
Governments – Sovereign Bonds	0.1	%
Corporates – Non-Investment Grade	(0.9	)%

All data are as of August 31, 2015. The Portfolio’s sector and inflation protection exposure breakdowns are expressed as an approximate percentage of the Portfolio’s total net assets (and may vary over time) inclusive of derivative exposure except as noted, based on the Adviser’s internal classification.


AB POOLING PORTFOLIOS •			45

Portfolio Summary

AB BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $717.0

Total Investments ($mil): $914.9


SECTOR BREAKDOWN OF TOTAL PORTFOLIO INVESTMENTS, EXCLUDING DERIVATIVES*

Inflation-Linked Securities	63.2	%
Corporates – Investment Grade	14.4	%
Asset-Backed Securities	8.7	%
Commercial Mortgage-Backed Securities	7.7	%
Corporates – Non-Investment Grade	2.0	%
Collateralized Mortgage Obligations	1.9	%
Governments – Sovereign Agencies	0.6	%
Quasi-Sovereigns	0.5	%
Governments – Treasuries	0.3	%
Emerging Markets – Corporate Bonds	0.1	%
Common Stocks	0.1	%
Preferred Stocks	0.1	%
Short-Term	0.4	%

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


46		• AB POOLING PORTFOLIOS

Portfolio Summary

AB HIGH-YIELD PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $322.8

LOGO

All data are as of August 31, 2015. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” securities type weightings represent 0.1% or less in the following security types: Emerging Markets – Sovereigns, Options Purchased – Calls, Options Purchased – Puts, and Warrants.


AB POOLING PORTFOLIOS •			47

Portfolio Summary

AB SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $281.7

LOGO

All data are as of August 31, 2015. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.


48		• AB POOLING PORTFOLIOS

Portfolio Summary

AB SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $279.9

LOGO

All data are as of August 31, 2015. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.


AB POOLING PORTFOLIOS •			49

Portfolio Summary

AB MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $832.8

LOGO

All data are as of August 31, 2015. The Portfolio’s portfolio type breakdown is expressed as an approximate percentage of the Portfolio’s net assets inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

^†

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


50		• AB POOLING PORTFOLIOS

Portfolio Summary

AB MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

LOGO

All data are as of August 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 0.6% or less in the following countries: Austria, Belgium, Denmark, Finland, India, Indonesia, Ireland, Israel, Italy, Jersey (Channel Islands), Malaysia, Mexico, New Zealand, Norway, Philippines, Poland, Portugal, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey and United Arab Emirates.


AB POOLING PORTFOLIOS •			51

Portfolio Summary

AB VOLATILITY MANAGEMENT

PORTFOLIO SUMMARY

August 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,278.0

LOGO

TEN LARGEST HOLDINGS^†

August 31, 2015 (unaudited)


Company	U.S. $ Value		Percent of Net Assets
iShares Core MSCI Emerging Markets ETF	$	94,701,459		7.4	%
Apple, Inc.		18,245,695		1.4
Google, Inc. — Class A and Class C		10,105,386		0.8
Microsoft Corp.		9,938,662		0.8
Exxon Mobil Corp.		8,788,258		0.7
Vanguard REIT ETF		8,125,903		0.6
iShares International Developed Real Estate ETF		8,111,629		0.6
Johnson & Johnson		7,274,052		0.6
Wells Fargo & Co.		6,962,231		0.6
General Electric Co.		6,954,564		0.5
	$	179,207,839		14.0	%

All data are as of August 31, 2015. The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

^†

Long-term investments.


52		• AB POOLING PORTFOLIOS

Portfolio Summary and Ten Largest Holdings

AB U.S. VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 98.2%
Financials – 29.8%
Banks – 14.6%
Bank of America Corp.		898,126	$	14,675,379
Citigroup, Inc.		149,506		7,995,581
Citizens Financial Group, Inc.		297,840		7,392,389
Comerica, Inc.		70,970		3,122,680
Fifth Third Bancorp		55,790		1,111,337
JPMorgan Chase & Co.		181,759		11,650,752
KeyCorp		42,990		590,682
PNC Financial Services Group, Inc. (The)		25,946		2,364,199
SunTrust Banks, Inc.		17,243		696,100
Wells Fargo & Co.		297,225		15,851,009

				65,450,108

Capital Markets – 2.4%
Bank of New York Mellon Corp. (The)		59,200		2,356,160
Goldman Sachs Group, Inc. (The)		22,008		4,150,709
Morgan Stanley		75,873		2,613,825
State Street Corp.		26,720		1,921,702

				11,042,396

Consumer Finance – 3.5%
Capital One Financial Corp.		110,000		8,552,500
Discover Financial Services		67,246		3,613,128
Springleaf Holdings, Inc.^(a)		76,853		3,439,940

				15,605,568

Diversified Financial Services – 2.1%
Berkshire Hathaway, Inc. – Class B^(a)		32,080		4,300,003
Voya Financial, Inc.		117,644		5,068,104

				9,368,107

Insurance – 7.2%
ACE Ltd.		16,404		1,675,833
Allstate Corp. (The)		131,800		7,681,304
American Financial Group, Inc./OH		75,140		5,189,168
American International Group, Inc.		66,850		4,033,729
Aon PLC		46,945		4,386,541
First American Financial Corp.		35,936		1,396,473
Hanover Insurance Group, Inc. (The)		37,403		2,951,097
MetLife, Inc.		19,316		967,731
Travelers Cos., Inc. (The)		35,680		3,551,944
Unum Group		16,670		559,112

				32,392,932

				133,859,111

Consumer Discretionary – 13.3%
Auto Components – 2.0%
Lear Corp.		44,952		4,620,616
Magna International, Inc. (New York) – Class A		91,579		4,504,771

				9,125,387


AB POOLING PORTFOLIOS •			53

AB U.S. Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Automobiles – 1.1%
Ford Motor Co.		179,451	$	2,488,985
General Motors Co.		79,874		2,351,491

				4,840,476

Hotels, Restaurants & Leisure – 0.2%
Carnival Corp.		16,637		819,039


Media – 2.4%
Comcast Corp. – Class A		68,913		3,881,869
Thomson Reuters Corp.		17,294		671,353
Time Warner, Inc.		77,181		5,487,569
Twenty-First Century Fox, Inc. – Class A		19,319		529,148

				10,569,939

Multiline Retail – 3.5%
Dollar General Corp.		57,720		4,299,563
Kohl’s Corp.		96,583		4,928,630
Macy’s, Inc.		36,485		2,138,386
Target Corp.		57,593		4,475,552

				15,842,131

Specialty Retail – 4.1%
American Eagle Outfitters, Inc.^(b)		112,292		1,911,210
Foot Locker, Inc.		52,869		3,742,597
GameStop Corp. – Class A^(b)		107,160		4,552,157
Office Depot, Inc.^(a)		394,765		3,130,486
Ross Stores, Inc.		51,524		2,505,097
Staples, Inc.		187,539		2,664,929

				18,506,476

				59,703,448

Health Care – 12.5%
Biotechnology – 1.0%
Gilead Sciences, Inc.		42,773		4,494,159


Health Care Providers & Services – 4.2%
Aetna, Inc.		68,171		7,806,943
Anthem, Inc.		25,964		3,662,222
Quest Diagnostics, Inc.		42,468		2,879,330
UnitedHealth Group, Inc.		41,387		4,788,476

				19,136,971

Pharmaceuticals – 7.3%
Johnson & Johnson		129,985		12,215,990
Merck & Co., Inc.		125,173		6,740,566
Pfizer, Inc.		425,906		13,722,692

				32,679,248

				56,310,378


54		• AB POOLING PORTFOLIOS

AB U.S. Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Information Technology – 12.0%
Communications Equipment – 1.4%
Cisco Systems, Inc.		249,322	$	6,452,453


Electronic Equipment, Instruments & Components – 0.9%
Keysight Technologies, Inc.^(a)		119,326		3,823,205


IT Services – 1.1%
Booz Allen Hamilton Holding Corp.		54,590		1,457,553
Xerox Corp.		355,753		3,618,008

				5,075,561

Semiconductors & Semiconductor Equipment – 2.6%
Applied Materials, Inc.		304,518		4,898,172
Fairchild Semiconductor International, Inc.^(a)		50,490		686,664
Intel Corp.		206,880		5,904,355

				11,489,191

Software – 4.0%
Electronic Arts, Inc.^(a)		33,776		2,234,283
Microsoft Corp.		239,244		10,411,899
Oracle Corp.		147,479		5,469,996

				18,116,178

Technology Hardware, Storage & Peripherals – 2.0%
Hewlett-Packard Co.		315,865		8,863,172

				53,819,760

Energy – 10.5%
Oil, Gas & Consumable Fuels – 10.5%
Chevron Corp.		6,913		559,884
EOG Resources, Inc.		88,182		6,905,532
Exxon Mobil Corp.		193,927		14,591,068
Hess Corp.		93,134		5,536,816
Marathon Petroleum Corp.		64,798		3,065,593
Murphy Oil Corp.		119,935		3,717,985
Occidental Petroleum Corp.		38,697		2,825,268
SM Energy Co.		98,508		3,615,244
Valero Energy Corp.		109,361		6,489,482

				47,306,872

Industrials – 6.9%
Aerospace & Defense – 1.7%
General Dynamics Corp.		16,000		2,272,480
L-3 Communications Holdings, Inc.		47,307		4,989,469
United Technologies Corp.		4,646		425,620

				7,687,569


AB POOLING PORTFOLIOS •			55

AB U.S. Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Airlines – 2.1%
Delta Air Lines, Inc.		107,936	$	4,725,438
JetBlue Airways Corp.^(a)		207,547		4,632,449

				9,357,887

Electrical Equipment – 1.3%
Eaton Corp. PLC		102,165		5,829,535


Industrial Conglomerates – 1.1%
General Electric Co.		194,992		4,839,702


Machinery – 0.7%
ITT Corp.		90,941		3,402,103

				31,116,796

Utilities – 6.4%
Electric Utilities – 2.9%
American Electric Power Co., Inc.		70,800		3,843,732
Edison International		99,202		5,801,333
FirstEnergy Corp.		20,437		653,166
Westar Energy, Inc.		75,700		2,766,835

				13,065,066

Gas Utilities – 0.8%
UGI Corp.		105,533		3,596,565


Independent Power and Renewable Electricity Producers – 1.6%
AES Corp./VA		202,906		2,434,872
Calpine Corp.^(a)		299,123		4,768,021

				7,202,893

Multi-Utilities – 1.1%
PG&E Corp.		72,515		3,595,294
Public Service Enterprise Group, Inc.		26,100		1,050,525

				4,645,819

				28,510,343

Consumer Staples – 2.8%
Food & Staples Retailing – 0.2%
Wal-Mart Stores, Inc.		14,813		958,845


Food Products – 0.8%
Archer-Daniels-Midland Co.		30,600		1,376,694
Bunge Ltd.		7,309		529,537
Ingredion, Inc.		19,632		1,695,027

				3,601,258

Household Products – 0.7%
Procter & Gamble Co. (The)		46,918		3,315,695


56		• AB POOLING PORTFOLIOS

AB U.S. Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Tobacco – 1.1%
Altria Group, Inc.		90,241	$	4,835,113

				12,710,911

Materials – 2.8%
Chemicals – 2.7%
CF Industries Holdings, Inc.		113,858		6,533,172
LyondellBasell Industries NV – Class A		64,300		5,489,934

				12,023,106

Metals & Mining – 0.1%
Alcoa, Inc.		62,500		590,625

				12,613,731

Telecommunication Services – 1.2%
Diversified Telecommunication Services – 0.3%
AT&T, Inc.		45,850		1,522,220


Wireless Telecommunication Services – 0.9%
Vodafone Group PLC (Sponsored ADR)		114,700		3,954,856

				5,477,076

Total Common Stocks (cost $394,170,775)				441,428,426


SHORT-TERM INVESTMENTS – 2.1%
Investment Companies – 2.1%
AB Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.13%^(c)(d) (cost $9,312,738)		9,312,738		9,312,738


Total Investments Before Security Lending Collateral for Securities Loaned – 100.3% (cost $403,483,513)				450,741,164


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.3%
Investment Companies – 1.3%
AB Exchange Reserves – Class I, 0.11%^(c)(d) (cost $6,081,135)		6,081,135		6,081,135


Total Investments – 101.6% (cost $409,564,648)				456,822,299
Other assets less liabilities – (1.6)%				(7,349,214	)


Net Assets – 100.0%			$	449,473,085


AB POOLING PORTFOLIOS •			57

AB U.S. Value Portfolio—Portfolio of Investments

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(c)

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

(d)

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

Glossary:

ADR

– American Depositary Receipt

See notes to financial statements.


58		• AB POOLING PORTFOLIOS

AB U.S. Value Portfolio—Portfolio of Investments

AB U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 94.0%
Information Technology – 29.3%
Communications Equipment – 0.8%
F5 Networks, Inc.^(a)		28,890	$	3,507,535


Electronic Equipment, Instruments & Components – 1.6%
Amphenol Corp. – Class A		140,521		7,357,679


Internet Software & Services – 10.7%
Facebook, Inc. – Class A^(a)		203,100		18,163,233
Google, Inc. – Class A^(a)		7,115		4,609,239
Google, Inc. – Class C^(a)		30,848		19,071,776
Twitter, Inc.^(a)		247,170		6,868,855

				48,713,103

IT Services – 4.9%
Cognizant Technology Solutions Corp. – Class A^(a)		41,956		2,640,711
Visa, Inc. – Class A		271,258		19,340,695

				21,981,406

Semiconductors & Semiconductor Equipment – 2.1%
Altera Corp.		32,340		1,570,107
NVIDIA Corp.		352,962		7,934,586

				9,504,693

Software – 3.5%
Adobe Systems, Inc.^(a)		22,110		1,737,183
ANSYS, Inc.^(a)		64,420		5,707,612
Aspen Technology, Inc.^(a)		45,564		1,725,509
Mobileye NV^(a)(b)		64,947		3,673,402
ServiceNow, Inc.^(a)		44,508		3,158,287

				16,001,993

Technology Hardware, Storage & Peripherals – 5.7%
Apple, Inc.		228,351		25,748,859

				132,815,268

Consumer Discretionary – 21.4%
Hotels, Restaurants & Leisure – 2.4%
Starbucks Corp.		201,530		11,025,706


Internet & Catalog Retail – 2.5%
Priceline Group, Inc. (The)^(a)		8,080		10,089,011
TripAdvisor, Inc.^(a)		20,421		1,427,428

				11,516,439


AB POOLING PORTFOLIOS •			59

AB U.S. Large Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Media – 6.7%
Comcast Corp. – Class A		251,080	$	14,143,336
Walt Disney Co. (The)		157,526		16,048,749

				30,192,085

Multiline Retail – 0.9%
Dollar Tree, Inc.^(a)		55,080		4,200,401


Specialty Retail – 5.7%
Home Depot, Inc. (The)		159,111		18,530,067
O’Reilly Automotive, Inc.^(a)		15,690		3,766,698
Ulta Salon Cosmetics & Fragrance, Inc.^(a)		22,620		3,575,996

				25,872,761

Textiles, Apparel & Luxury Goods – 3.2%
NIKE, Inc. – Class B		127,706		14,271,146

				97,078,538

Health Care – 18.5%
Biotechnology – 6.0%
Biogen, Inc.^(a)		59,334		17,639,998
Gilead Sciences, Inc.^(a)		92,010		9,667,491

				27,307,489

Health Care Equipment & Supplies – 4.5%
Align Technology, Inc.^(a)		69,229		3,918,361
Intuitive Surgical, Inc.^(a)		31,951		16,325,364

				20,243,725

Health Care Providers & Services – 5.1%
Premier, Inc. – Class A^(a)		115,238		4,108,235
UnitedHealth Group, Inc.		164,695		19,055,211

				23,163,446

Life Sciences Tools & Services – 2.9%
Illumina, Inc.^(a)		27,417		5,417,873
Mettler-Toledo International, Inc.^(a)		13,163		3,903,488
Quintiles Transnational Holdings, Inc.^(a)		54,229		4,040,603

				13,361,964

				84,076,624

Consumer Staples – 12.2%
Beverages – 2.2%
Monster Beverage Corp.^(a)		70,708		9,790,230


Food & Staples Retailing – 5.9%
Costco Wholesale Corp.		56,190		7,869,409
CVS Health Corp.		186,720		19,120,128

				26,989,537

Personal Products – 1.6%
Estee Lauder Cos., Inc. (The) – Class A		89,770		7,160,953


60		• AB POOLING PORTFOLIOS

AB U.S. Large Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Tobacco – 2.5%
Philip Morris International, Inc.		140,335	$	11,198,733

				55,139,453

Industrials – 9.5%
Aerospace & Defense – 1.9%
Rockwell Collins, Inc.		106,650		8,729,302


Airlines – 0.8%
Alaska Air Group, Inc.		46,775		3,501,576


Electrical Equipment – 2.5%
Acuity Brands, Inc.		19,980		3,893,503
AMETEK, Inc.		142,533		7,671,126

				11,564,629

Industrial Conglomerates – 1.9%
Danaher Corp.		98,939		8,609,672


Machinery – 1.6%
Wabtec Corp./DE		75,510		7,230,838


Professional Services – 0.8%
Robert Half International, Inc.		69,540		3,548,626

				43,184,643

Financials – 2.2%
Capital Markets – 2.2%
Affiliated Managers Group, Inc.^(a)		32,370		6,035,063
BlackRock, Inc. – Class A		13,330		4,031,925

				10,066,988

Materials – 0.9%
Chemicals – 0.9%
Monsanto Co.		40,775		3,981,679


Total Common Stocks (cost $323,162,122)				426,343,193


SHORT-TERM INVESTMENTS – 7.1%
Investment Companies – 7.1%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(c)(d) (cost $32,430,239)		32,430,239		32,430,239


Total Investments Before Security Lending Collateral for Securities Loaned – 101.1% (cost $355,592,361)				458,773,432


AB POOLING PORTFOLIOS •			61

AB U.S. Large Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.7%
Investment Companies – 0.7%
AB Exchange Reserves – Class I, 0.11%^(c)(d) (cost $2,930,293)		2,930,293	$	2,930,293


Total Investments – 101.8% (cost $358,522,654)				461,703,725
Other assets less liabilities – (1.8)%				(8,118,555	)


Net Assets – 100.0%			$	453,585,170

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(c)

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

(d)

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

See notes to financial statements.


62		• AB POOLING PORTFOLIOS

AB U.S. Large Cap Growth Portfolio—Portfolio of Investments

AB INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 98.4%
Financials – 23.1%
Banks – 16.4%
Banco Macro SA (ADR)^(a)		40,150	$	1,797,114
Bank Hapoalim BM		497,353		2,522,497
Bank Mandiri Persero Tbk PT (ADR)		197,290		1,246,873
Bank of Baroda		863,880		2,396,461
Bank of China Ltd. – Class H		8,577,000		3,906,537
Bank of Montreal		29,660		1,600,684
Bank of Queensland Ltd.		593,531		5,351,421
China Merchants Bank Co., Ltd. – Class H		844,000		1,996,453
Danske Bank A/S		217,470		6,725,888
ICICI Bank Ltd.		330,960		1,392,089
ING Groep NV		489,480		7,500,024
Intesa Sanpaolo SpA		749,420		2,726,658
KB Financial Group, Inc.		74,640		2,251,596
Mitsubishi UFJ Financial Group, Inc.		1,566,600		10,333,577
Shinhan Financial Group Co., Ltd.		69,730		2,338,299
Toronto-Dominion Bank (The)		77,410		3,087,927
UniCredit SpA		625,040		4,076,802

				61,250,900

Diversified Financial Services – 0.8%
Challenger Ltd./Australia		548,460		2,786,569


Insurance – 4.3%
AIA Group Ltd.		529,600		2,922,675
Assicurazioni Generali SpA		307,617		5,626,104
Aviva PLC		376,519		2,772,152
NN Group NV		91,110		2,780,797
Suncorp Group Ltd.		215,552		1,967,011

				16,068,739

Real Estate Investment Trusts (REITs) – 0.4%
Emlak Konut Gayrimenkul Yatirim Ortakligi AS		1,597,600		1,368,877


Real Estate Management & Development – 0.6%
Lend Lease Group		239,183		2,366,679


Thrifts & Mortgage Finance – 0.6%
LIC Housing Finance Ltd.		323,207		2,151,891

				85,993,655

Consumer Discretionary – 17.2%
Auto Components – 6.4%
Aisin Seiki Co., Ltd.		118,800		4,271,757
Hankook Tire Co., Ltd.		122,060		3,810,615
Magna International, Inc. (New York) – Class A		90,470		4,450,219


AB POOLING PORTFOLIOS •			63

AB International Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Plastic Omnium SA		79,652	$	2,056,320
Sumitomo Electric Industries Ltd.		391,100		5,351,835
Valeo SA		30,110		3,770,616

				23,711,362

Automobiles – 5.7%
Chongqing Changan Automobile Co., Ltd. – Class B		799,461		1,267,599
Great Wall Motor Co., Ltd. – Class H		316,000		841,480
Honda Motor Co., Ltd.		210,700		6,627,374
Hyundai Motor Co.		12,460		1,568,135
Isuzu Motors Ltd.		216,600		2,453,677
Peugeot SA^(a)		369,890		6,359,110
Tata Motors Ltd.^(a)		365,993		1,889,919
Tata Motors Ltd. – Class A^(a)		91,246		326,724

				21,334,018

Leisure Products – 0.8%
Bandai Namco Holdings, Inc.		122,800		2,836,859


Media – 2.6%
Liberty Global PLC – Series C^(a)		130,345		5,848,580
Vivendi SA		162,597		4,013,352

				9,861,932

Specialty Retail – 1.3%
Foschini Group Ltd. (The)		249,400		2,817,575
Kingfisher PLC		357,760		1,944,260

				4,761,835

Textiles, Apparel & Luxury Goods – 0.4%
Kering		8,840		1,512,895

				64,018,901

Telecommunication Services – 11.6%
Diversified Telecommunication Services – 6.2%
Bezeq The Israeli Telecommunication Corp., Ltd.		1,017,409		1,826,476
BT Group PLC		816,040		5,443,953
China Telecom Corp., Ltd. – Class H		7,002,000		3,662,845
Nippon Telegraph & Telephone Corp.		226,400		8,635,380
Telefonica Brasil SA (Preference Shares)		298,100		3,319,940

				22,888,594

Wireless Telecommunication Services – 5.4%
China Mobile Ltd.		310,000		3,794,228
Rogers Communications, Inc. – Class B		39,100		1,334,738
SK Telecom Co., Ltd.		9,460		1,948,492
SoftBank Group Corp.		37,300		2,170,237


64		• AB POOLING PORTFOLIOS

AB International Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Sunrise Communications Group AG^(a)(b)		28,049	$	1,822,249
Turkcell Iletisim Hizmetleri AS		634,690		2,485,716
Vodafone Group PLC		1,949,042		6,711,409

				20,267,069

				43,155,663

Industrials – 10.9%
Aerospace & Defense – 2.0%
Airbus Group SE		59,808		3,894,371
Safran SA		46,059		3,593,526

				7,487,897

Airlines – 4.3%
Air Canada^(a)		184,020		1,570,800
International Consolidated Airlines Group SA^(a)		916,540		7,511,904
Japan Airlines Co., Ltd.		109,000		3,868,378
Qantas Airways Ltd.^(a)		1,306,098		3,119,999

				16,071,081

Machinery – 1.0%
JTEKT Corp.		260,600		3,658,568


Marine – 1.4%
AP Moeller – Maersk A/S – Class B		937		1,595,773
Nippon Yusen KK		1,430,000		3,749,606

				5,345,379

Road & Rail – 2.2%
Canadian National Railway Co.		26,450		1,471,879
Central Japan Railway Co.		40,200		6,581,767

				8,053,646

				40,616,571

Information Technology – 8.6%
Electronic Equipment, Instruments & Components – 0.6%
Largan Precision Co., Ltd.		25,000		2,326,566


Semiconductors & Semiconductor Equipment – 5.1%
Advanced Semiconductor Engineering, Inc.		1,731,000		1,747,492
Infineon Technologies AG		290,400		3,168,608
Novatek Microelectronics Corp.		778,000		2,610,774
SCREEN Holdings Co., Ltd.		677,000		3,236,417
Sumco Corp.		355,200		3,261,329
Tokyo Electron Ltd.		94,200		4,956,287

				18,980,907

Software – 0.8%
Nintendo Co., Ltd.		14,200		2,921,594


AB POOLING PORTFOLIOS •			65

AB International Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Technology Hardware, Storage & Peripherals – 2.1%
Catcher Technology Co., Ltd.		212,000	$	2,167,222
Samsung Electronics Co., Ltd.		6,040		5,557,839

				7,725,061

				31,954,128

Energy – 6.8%
Energy Equipment & Services – 0.2%
Aker Solutions ASA^(b)		218,407		916,258


Oil, Gas & Consumable Fuels – 6.6%
BG Group PLC		333,050		5,054,890
Canadian Natural Resources Ltd.		71,310		1,607,131
JX Holdings, Inc.		1,476,800		5,714,382
Lukoil PJSC (London) (Sponsored ADR)		37,140		1,433,975
Petroleo Brasileiro SA (Sponsored ADR)^(a)		424,870		2,141,345
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		131,552		3,453,261
TOTAL SA		109,080		5,029,286

				24,434,270

				25,350,528

Materials – 5.8%
Chemicals – 3.8%
Agrium, Inc. (Toronto)		21,690		2,252,258
Arkema SA		53,052		3,737,161
JSR Corp.		290,000		4,546,302
Koninklijke DSM NV		64,989		3,413,729

				13,949,450

Metals & Mining – 1.0%
Goldcorp, Inc.		166,180		2,305,248
Novolipetsk Steel OJSC (GDR)^(b)		126,010		1,500,894

				3,806,142

Paper & Forest Products – 1.0%
Mondi PLC		167,724		3,769,384

				21,524,976

Consumer Staples – 5.1%
Beverages – 0.4%
Asahi Group Holdings Ltd.		51,200		1,686,037


Food & Staples Retailing – 2.0%
Delhaize Group		65,530		5,863,398
X5 Retail Group NV (GDR)^(a)(b)		98,645		1,617,778

				7,481,176


66		• AB POOLING PORTFOLIOS

AB International Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Tobacco – 2.7%
British American Tobacco PLC		144,890	$	7,672,275
Imperial Tobacco Group PLC		49,870		2,400,437

				10,072,712

				19,239,925

Health Care – 4.9%
Pharmaceuticals – 4.9%
GlaxoSmithKline PLC		392,670		8,017,384
Roche Holding AG		37,390		10,178,470

				18,195,854

Utilities – 4.4%
Electric Utilities – 3.2%
EDP – Energias de Portugal SA^(c)		1,798,260		6,279,468
Electricite de France SA		155,350		3,351,037
Enel SpA		547,768		2,463,176

				12,093,681

Independent Power and Renewable Electricity Producers – 0.7%
Huadian Power International Corp., Ltd. – Class H		3,012,000		2,453,431


Water Utilities – 0.5%
Cia de Saneamento Basico do Estado de Sao Paulo		419,400		1,819,080

				16,366,192

Total Common Stocks (cost $392,458,245)				366,416,393


Total Investments Before Security Lending Collateral for Securities Loaned – 98.4% (cost $392,458,245)				366,416,393


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.1%
Investment Companies – 0.1%
AB Exchange Reserves – Class I, 0.11%^(d)(e) (cost $210,915)		210,915		210,915

Total Investments – 98.5% (cost $392,669,160)				366,627,308
Other assets less liabilities – 1.5%				5,761,968


Net Assets – 100.0%			$	372,389,276


AB POOLING PORTFOLIOS •			67

AB International Value Portfolio—Portfolio of Investments

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index Futures		66		September 2015	$	2,559,030	$	2,421,085	$	(137,945	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		TWD	94,856		USD	2,993		11/13/15	$	72,354
Citibank		RUB	90,831		USD	1,574		9/10/15		163,246
Citibank		USD	9,048		GBP	5,797		11/13/15		(156,043	)
Citibank		USD	1,184		HKD	9,180		11/13/15		760
Credit Suisse International		KRW	2,406,931		USD	2,038		11/13/15		7,168
Deutsche Bank AG		HKD	9,180		USD	1,184		11/13/15		(90	)
Goldman Sachs Bank USA		AUD	3,323		USD	2,441		11/13/15		85,307
Goldman Sachs Bank USA		CAD	2,064		USD	1,582		11/13/15		13,088
Goldman Sachs Bank USA		GBP	3,974		USD	6,207		11/13/15		111,029
Goldman Sachs Bank USA		JPY	843,770		USD	6,801		11/13/15		(166,746	)
HSBC Bank USA		ILS	12,510		USD	3,295		11/13/15		102,135
Morgan Stanley & Co., Inc.		SEK	39,094		USD	4,614		11/13/15		(12,358	)
Morgan Stanley & Co., Inc.		USD	2,345		EUR	2,135		11/13/15		53,207
Royal Bank of Scotland PLC		CHF	2,305		USD	2,371		11/13/15		(19,733	)
Royal Bank of Scotland PLC		JPY	568,614		USD	4,580		11/13/15		(115,599	)
Royal Bank of Scotland PLC		KRW	1,606,098		USD	1,363		11/13/15		7,785
Standard Chartered Bank		BRL	11,366		USD	3,117		9/02/15		(17,231	)
Standard Chartered Bank		USD	3,192		BRL	11,366		9/02/15		(57,778	)
Standard Chartered Bank		BRL	11,366		USD	3,159		10/02/15		57,777
Standard Chartered Bank		AUD	6,560		USD	4,809		11/13/15		157,608
Standard Chartered Bank		JPY	1,440,936		USD	11,549		11/13/15		(349,123	)
State Street Bank & Trust Co.		EUR	6,235		USD	6,820		11/13/15		(184,178	)
State Street Bank & Trust Co.		USD	5,977		CAD	7,880		11/13/15		11,665
State Street Bank & Trust Co.		USD	1,262		CHF	1,232		11/13/15		15,605
State Street Bank & Trust Co.		USD	12,504		SEK	108,653		11/13/15		352,669
UBS AG		BRL	11,366		USD	3,377		9/02/15		242,686
UBS AG		USD	3,117		BRL	11,366		9/02/15		17,231
UBS AG		USD	16,209		EUR	14,528		11/13/15		112,060

									$	504,501

(a)

Non-income producing security.

(b)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2015, the aggregate market value of these securities amounted to $5,857,179 or 1.6% of net assets.

(c)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(d)

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

(e)

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


68		• AB POOLING PORTFOLIOS

AB International Value Portfolio—Portfolio of Investments

Currency Abbreviations:

AUD

– Australian Dollar

BRL

– Brazilian Real

CAD

– Canadian Dollar

CHF

– Swiss Franc

EUR

– Euro

GBP

– Great British Pound

HKD

– Hong Kong Dollar

ILS

– Israeli Shekel

JPY

– Japanese Yen

KRW

– South Korean Won

RUB

– Russian Ruble

SEK

– Swedish Krona

TWD

– New Taiwan Dollar

USD

– United States Dollar

Glossary:

ADR

– American Depositary Receipt

GDR

– Global Depositary Receipt

OJSC

– Open Joint Stock Company

PJSC

– Public Joint Stock Company

See notes to financial statements.


AB POOLING PORTFOLIOS •			69

AB International Value Portfolio—Portfolio of Investments

AB INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 98.5%
Financials – 24.2%
Banks – 1.8%
Axis Bank Ltd.		391,460	$	2,989,657
HDFC Bank Ltd.		249,610		3,842,248

				6,831,905

Capital Markets – 5.5%
Credit Suisse Group AG (REG)^(a)		69,690		1,875,879
Partners Group Holding AG		14,540		4,689,457
UBS Group AG		677,303		14,010,442

				20,575,778

Consumer Finance – 0.6%
Shriram Transport Finance Co., Ltd.		177,460		2,170,755


Diversified Financial Services – 0.3%
Grenkeleasing AG		6,550		1,077,152


Insurance – 10.5%
Admiral Group PLC		405,451		9,596,414
AIA Group Ltd.		2,211,200		12,202,830
BB Seguridade Participacoes SA		550,900		4,359,624
Prudential PLC		607,250		13,105,870

				39,264,738

Real Estate Management & Development – 2.8%
Ayala Land, Inc.		3,991,800		3,066,888
Global Logistic Properties Ltd.^(b)		4,756,000		7,487,887

				10,554,775

Thrifts & Mortgage Finance – 2.7%
Housing Development Finance Corp. Ltd.		572,720		10,211,351

				90,686,454

Consumer Discretionary – 22.2%
Auto Components – 1.4%
Continental AG		24,980		5,291,023


Automobiles – 2.6%
Toyota Motor Corp.^(b)		167,000		9,870,738


Diversified Consumer Services – 2.1%
Estacio Participacoes SA		407,100		1,399,787
Kroton Educacional SA		693,600		1,660,057
TAL Education Group (ADR)^(a)(b)		153,152		4,697,172

				7,757,016

Hotels, Restaurants & Leisure – 4.4%
Melco International Development Ltd.^(b)		2,358,000		3,668,455
Merlin Entertainments PLC^(c)		294,628		1,743,883


70		• AB POOLING PORTFOLIOS

AB International Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Sodexo SA		104,026	$	9,135,141
Yum! Brands, Inc.		23,860		1,903,312

				16,450,791

Internet & Catalog Retail – 1.0%
Vipshop Holdings Ltd. (ADR)^(a)		197,370		3,550,686


Media – 1.0%
CTS Eventim AG & Co. KGaA		111,320		3,883,058


Multiline Retail – 1.3%
B&M European Value Retail SA		938,797		4,660,290


Specialty Retail – 3.1%
L’Occitane International SA		563,000		1,275,253
Sports Direct International PLC^(a)		855,008		10,343,415

				11,618,668

Textiles, Apparel & Luxury Goods – 5.3%
Cie Financiere Richemont SA		93,994		7,022,986
Eclat Textile Co., Ltd.		264,800		3,982,440
Global Brands Group Holding Ltd.^(a)		5,628,000		1,066,126
HUGO BOSS AG		41,365		4,720,169
Samsonite International SA		1,040,600		3,248,404

				20,040,125

				83,122,395

Industrials – 18.5%
Aerospace & Defense – 1.9%
Zodiac Aerospace		237,990		7,231,490


Building Products – 0.6%
Assa Abloy AB – Class B		108,480		2,073,079


Commercial Services & Supplies – 4.4%
APR Energy PLC^(b)		445,028		519,001
Babcock International Group PLC		742,455		10,944,461
Regus PLC		1,128,494		4,892,283

				16,355,745

Machinery – 1.6%
Hoshizaki Electric Co., Ltd.		96,300		6,140,231


Professional Services – 7.8%
Bureau Veritas SA		383,708		8,746,731
Capita PLC		636,390		11,975,810
Teleperformance		122,160		8,588,154

				29,310,695

Road & Rail – 0.3%
CAR, Inc.^(a)(b)		572,000		998,529


AB POOLING PORTFOLIOS •			71

AB International Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Trading Companies & Distributors – 1.9%
Brenntag AG		39,410	$	2,189,111
Bunzl PLC		189,660		5,018,475

				7,207,586

				69,317,355

Consumer Staples – 9.5%
Food & Staples Retailing – 3.2%
CP ALL PCL		1,783,000		2,536,839
Lenta Ltd. (GDR)^(a)(c)		558,381		4,076,030
Magnit PJSC (Sponsored GDR)^(c)		42,200		2,109,789
Olam International Ltd.^(b)		2,358,370		3,459,861

				12,182,519

Food Products – 0.3%
Universal Robina Corp.		238,190		986,566


Household Products – 0.5%
Henkel AG & Co. KGaA		21,120		1,936,829


Personal Products – 0.8%
Hengan International Group Co. Ltd.		75,000		740,348
L’Oreal SA		10,900		1,864,101
Unilever PLC		9,150		366,960

				2,971,409

Tobacco – 4.7%
British American Tobacco PLC		273,459		14,480,314
Japan Tobacco, Inc.		90,600		3,219,869

				17,700,183

				35,777,506

Information Technology – 9.4%
Electronic Equipment, Instruments & Components – 1.0%
China Railway Signal & Communication Corp., Ltd.^(a)(c)		5,042,450		3,910,313


Internet Software & Services – 4.1%
Baidu, Inc. (Sponsored ADR)^(a)		56,813		8,365,714
Tencent Holdings Ltd.		414,800		6,946,661

				15,312,375

IT Services – 1.5%
Tata Consultancy Services Ltd.		120,640		4,668,272
Wirecard AG		22,930		951,616

				5,619,888


72		• AB POOLING PORTFOLIOS

AB International Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Semiconductors & Semiconductor Equipment – 0.8%
Taiwan Semiconductor Manufacturing Co., Ltd.		800,000	$	3,112,646


Software – 2.0%
Dassault Systemes		105,860		7,334,278

				35,289,500

Health Care – 8.6%
Health Care Equipment & Supplies – 2.5%
Essilor International SA		16,260		1,935,624
Sartorius AG (Preference Shares)		34,470		7,596,620

				9,532,244

Life Sciences Tools & Services – 3.6%
Eurofins Scientific SE		40,499		13,537,961


Pharmaceuticals – 2.5%
Aspen Pharmacare Holdings Ltd.^(a)		67,780		1,747,312
Novo Nordisk A/S – Class B		101,741		5,617,155
Sun Pharmaceutical Industries Ltd.		141,187		1,882,210

				9,246,677

				32,316,882

Materials – 4.0%
Chemicals – 4.0%
Essentra PLC		1,156,347		15,035,169


Utilities – 1.1%
Independent Power and Renewable Electricity Producers – 1.1%
TerraForm Global, Inc. – Class A^(a)(b)		438,847		4,274,371


Telecommunication Services – 1.0%
Wireless Telecommunication Services – 1.0%
SoftBank Group Corp.		32,600		1,896,776
Tower Bersama Infrastructure Tbk PT^(a)		3,402,500		1,735,998

				3,632,774

Total Common Stocks (cost $357,123,156)				369,452,406


Total Investments Before Security Lending Collateral for Securities Loaned – 98.5% (cost $357,123,156)				369,452,406


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.6%
Investment Companies – 1.6%
AB Exchange Reserves – Class I, 0.11%^(d)(e) (cost $6,050,194)		6,050,194		6,050,194


AB POOLING PORTFOLIOS •			73

AB International Growth Portfolio—Portfolio of Investments



Company	Shares	U.S. $ Value



Total Investments – 100.1% (cost $363,173,350)		$	375,502,600
Other assets less liabilities – (0.1)%			(252,426	)


Net Assets – 100.0%		$	375,250,174

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		EUR	23,415		USD	26,514		9/17/15	$	233,384
Barclays Bank PLC		USD	4,152		JPY	509,033		9/17/15		47,988
Barclays Bank PLC		USD	6,214		SEK	52,693		12/15/15		27,166
BNP Paribas SA		GBP	4,773		USD	7,478		9/17/15		154,010
BNP Paribas SA		GBP	1,009		USD	1,536		9/17/15		(11,977	)
BNP Paribas SA		HKD	138,964		USD	17,924		9/17/15		(6,778	)
Deutsche Bank AG		SGD	16,312		USD	11,636		9/17/15		84,351
Morgan Stanley & Co., Inc.		CAD	16,131		USD	12,396		9/17/15		135,034
Morgan Stanley & Co., Inc.		USD	2,007		JPY	249,096		12/15/15		51,518
Royal Bank of Scotland PLC		USD	12,136		SGD	16,312		9/17/15		(584,256	)
Royal Bank of Scotland PLC		CHF	3,404		USD	3,500		12/15/15		(34,553	)
Standard Chartered Bank		USD	29,446		CAD	36,201		9/17/15		(1,930,927	)
Standard Chartered Bank		USD	3,747		HKD	29,053		9/17/15		1,746
State Street Bank & Trust Co.		EUR	6,749		USD	7,605		9/17/15		30,217
State Street Bank & Trust Co.		EUR	2,290		USD	2,547		9/17/15		(23,296	)
State Street Bank & Trust Co.		GBP	4,255		USD	6,634		9/17/15		104,868
UBS AG		GBP	11,707		USD	18,177		9/17/15		214,425
UBS AG		USD	14,409		GBP	9,231		9/17/15		(245,184	)

									$	(1,752,264	)

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(c)

(d)

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

(e)

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


74		• AB POOLING PORTFOLIOS

AB International Growth Portfolio—Portfolio of Investments

Currency Abbreviations:

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

JPY – Japanese Yen

SEK – Swedish Krona

SGD – Singapore Dollar

USD – United States Dollar

Glossary:

ADR

– American Depositary Receipt

GDR

– Global Depositary Receipt

PJSC

– Public Joint Stock Company

REG

– Registered Shares

See notes to financial statements.


AB POOLING PORTFOLIOS •			75

AB International Growth Portfolio—Portfolio of Investments

AB SHORT DURATION BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


		Principal Amount (000)		U.S. $ Value


GOVERNMENTS - TREASURIES – 36.9%
United States – 36.9%
U.S. Treasury Notes 0.375%, 4/30/16-10/31/16	U.S.$		119,328	$	119,270,544
0.50%, 11/30/16-4/30/17			77,668		77,573,594
0.625%, 5/31/17			33,394		33,357,033
0.75%, 10/31/17			2,070		2,066,388
1.375%, 6/30/18			63,207		63,805,317
1.50%, 6/30/16			28,475		28,742,694
1.625%, 6/30/20			6,779		6,808,129


Total Governments - Treasuries (cost $331,013,603)					331,623,699


CORPORATES - INVESTMENT GRADE – 19.0%
Financial Institutions – 14.2%
Banking – 13.1%
Abbey National Treasury Services PLC/London 4.00%, 4/27/16			3,145		3,208,916
ABN AMRO Bank NV 2.50%, 10/30/18^(a)			4,092		4,137,167
American Express Credit Corp. 1.30%, 7/29/16			3,340		3,350,448
1.80%, 7/31/18			2,310		2,305,459
Australia & New Zealand Banking Group Ltd./New York NY 0.90%, 2/12/16			3,300		3,305,815
Bank of America Corp. 1.25%, 1/11/16			3,220		3,223,986
Bank of America NA 1.65%, 3/26/18			2,340		2,328,595
Bank of New York Mellon Corp. (The) 0.70%, 3/04/16			3,330		3,330,879
Barclays PLC 2.00%, 3/16/18			2,320		2,309,263
BNP Paribas SA 2.375%, 9/14/17			4,084		4,132,792
Capital One Bank USA NA 1.15%, 11/21/16			3,355		3,338,574
Citigroup, Inc. 0.82%, 5/01/17^(b)			2,327		2,317,448
1.029%, 11/24/17^(b)			2,374		2,362,023
1.25%, 1/15/16			3,335		3,338,855
Credit Agricole SA/London 3.00%, 10/01/17^(a)			3,750		3,853,511


76		• AB POOLING PORTFOLIOS

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Credit Suisse/New York NY Series G 1.375%, 5/26/17	U.S.$		3,267	$	3,261,436
Danske Bank A/S 3.875%, 4/14/16^(a)			1,612		1,640,700
Fifth Third Bancorp 3.625%, 1/25/16			3,175		3,209,007
Goldman Sachs Group, Inc. (The) 1.454%, 4/23/20^(b)			2,308		2,334,761
3.625%, 2/07/16			3,080		3,115,121
HSBC USA, Inc. 1.70%, 3/05/18			2,336		2,323,360
Huntington National Bank (The) 1.30%, 11/20/16			3,355		3,347,847
ING Bank NV 1.375%, 3/07/16^(a)			3,310		3,318,076
JPMorgan Chase & Co. 0.79%, 3/01/18^(b)			2,340		2,324,586
Series G 1.10%, 10/15/15			3,290		3,292,310
KeyBank NA/Cleveland OH 1.70%, 6/01/18			3,690		3,675,716
Lloyds Bank PLC 1.75%, 3/16/18			4,203		4,181,258
Mizuho Bank Ltd. 0.731%, 9/25/17^(a)(b)			4,785		4,768,123
Morgan Stanley 1.75%, 2/25/16			1,988		1,996,479
1.875%, 1/05/18			2,378		2,378,257
5.95%, 12/28/17			2,782		3,031,804
PNC Funding Corp. 2.70%, 9/19/16			3,130		3,173,689
Royal Bank of Canada 0.85%, 3/08/16			3,335		3,340,003
Royal Bank of Scotland Group PLC 2.55%, 9/18/15			3,280		3,281,853
SunTrust Bank/Atlanta GA 0.761%, 2/15/17^(b)			3,330		3,323,117
UBS AG/Stamford CT 1.80%, 3/26/18			3,747		3,734,249
US Bank NA/Cincinnati OH 0.774%, 10/28/19^(b)			1,851		1,840,179
Wells Fargo & Co. 2.125%, 4/22/19			3,907		3,904,394

					117,640,056

Insurance – 1.1%
MetLife, Inc. 1.756%, 12/15/17			3,400		3,416,874
New York Life Global Funding 0.80%, 2/12/16^(a)			3,315		3,318,541


AB POOLING PORTFOLIOS •			77

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Prudential Financial, Inc. 4.75%, 9/17/15	U.S.$		3,075	$	3,078,173

					9,813,588

					127,453,644

Industrial – 4.8%
Basic – 0.4%
Monsanto Co. 0.511%, 11/07/16^(b)			3,355		3,338,769


Communications - Media – 0.4%
NBCUniversal Enterprise, Inc. 0.826%, 4/15/16^(a)(b)			3,795		3,801,121


Communications - Telecommunications – 0.5%
America Movil SAB de CV 5.00%, 3/30/20			2,031		2,234,303
AT&T, Inc. 0.90%, 2/12/16			2,365		2,365,809

					4,600,112

Consumer Cyclical - Automotive – 1.4%
Daimler Finance North America LLC 1.25%, 1/11/16^(a)			4,430		4,436,370
1.65%, 3/02/18^(a)			2,236		2,220,590
Ford Motor Credit Co. LLC 1.461%, 3/27/17			2,806		2,793,202
Volkswagen International Finance NV 1.125%, 11/18/16^(a)			3,350		3,345,732

					12,795,894

Consumer Cyclical - Retailers – 0.3%
Wal-Mart Stores, Inc. 0.60%, 4/11/16			2,375		2,376,187


Consumer Non-Cyclical – 1.2%
AbbVie, Inc. 1.75%, 11/06/17			3,280		3,277,232
Gilead Sciences, Inc. 3.05%, 12/01/16			3,085		3,161,095
McKesson Corp. 0.95%, 12/04/15			1,298		1,297,966
PepsiCo, Inc. 0.70%, 2/26/16			3,315		3,318,610

					11,054,903

Technology – 0.6%
Cisco Systems, Inc. 0.609%, 3/03/17^(b)			3,360		3,361,505


78		• AB POOLING PORTFOLIOS

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


QUALCOMM, Inc. 1.40%, 5/18/18	U.S.$		2,355	$	2,330,303

					5,691,808

					43,658,794


Total Corporates - Investment Grade (cost $171,472,259)					171,112,438


ASSET-BACKED SECURITIES – 17.4%
Autos - Fixed Rate – 9.0%
Ally Auto Receivables Trust Series 2012-A, Class C 2.40%, 11/15/17^(a)			2,415		2,438,832
Ally Master Owner Trust Series 2015-3, Class A 1.63%, 5/15/20			3,398		3,392,124
ARI Fleet Lease Trust Series 2013-A, Class A2 0.70%, 12/15/15^(a)			42		42,012
Series 2014-A, Class A2 0.81%, 11/15/22^(a)			660		659,496
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19^(a)			1,730		1,737,027
Series 2013-2A, Class A 2.97%, 2/20/20^(a)			4,101		4,206,200
Bank of America Auto Trust Series 2012-1, Class C 2.09%, 7/17/17			2,960		2,975,055
Bank of The West Auto Trust Series 2015-1, Class A3 1.31%, 10/15/19^(a)			3,297		3,295,268
California Republic Auto Receivables Trust Series 2015-2, Class A3 1.31%, 8/15/19			1,507		1,505,920
Chrysler Capital Auto Receivables Trust Series 2014-BA, Class A2 0.69%, 9/15/17^(a)			1,663		1,663,443
Drive Auto Receivables Trust Series 2015-AA, Class A2 1.01%, 11/15/17^(a)			2,180		2,180,208
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19^(a)			564		563,511
Series 2014-2, Class A2 1.05%, 3/20/20^(a)			2,804		2,800,644
Series 2015-1, Class A2 1.30%, 9/20/20^(a)			3,270		3,253,450


AB POOLING PORTFOLIOS •			79

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21	U.S.$		2,965	$	2,975,256
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17			1,753		1,751,824
Ford Credit Auto Owner Trust Series 2014-2, Class A 2.31%, 4/15/26^(a)			3,468		3,488,602
GM Financial Automobile Leasing Trust Series 2015-1, Class A2 1.10%, 12/20/17			3,298		3,305,583
Series 2015-2, Class A3 1.68%, 12/20/18			3,024		3,044,971
GMF Floorplan Owner Revolving Trust Series 2015-1, Class A1 1.65%, 5/15/20^(a)			1,367		1,358,352
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			3,870		3,868,854
Series 2015-1, Class A3 1.41%, 6/15/20			1,413		1,412,373
Hertz Vehicle Financing LLC Series 2013-1A, Class A2 1.83%, 8/25/19^(a)			4,270		4,237,529
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17^(a)			2,267		2,267,119
Series 2015-B, Class A3 1.40%, 11/15/18^(a)			1,487		1,487,905
Hyundai Auto Receivables Trust Series 2015-A, Class A2 0.68%, 10/16/17			2,306		2,305,451
Mercedes Benz Auto Lease Trust Series 2014-A, Class A2A 0.48%, 6/15/16			340		339,668
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17^(a)			3,854		3,838,091
Nissan Auto Lease Trust Series 2015-A, Class A3 1.40%, 6/15/18			2,825		2,833,678
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			602		602,270
Series 2015-3, Class A2A 1.02%, 9/17/18			1,615		1,615,039


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		Principal Amount (000)		U.S. $ Value


Series 2015-4,Class A2A 1.20%, 12/17/18	U.S.$		1,549	$	1,548,972
TCF Auto Receivables Owner Trust Series 2015-1A, Class A2 1.02%, 8/15/18^(a)			2,170		2,168,177
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18			2,971		2,964,958
World Omni Auto Receivables Trust Series 2013-B, Class A3 0.83%, 8/15/18			2,451		2,450,188

					80,578,050

Credit Cards - Fixed Rate – 2.3%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			1,948		1,952,784
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			2,074		2,119,329
Capital One Multi-Asset Execution Trust Series 2015-A5, Class A5 1.60%, 5/17/21			2,091		2,094,782
Citibank Credit Card Issuance Trust Series 2005-A9, Class A9 5.10%, 11/20/17			4,015		4,052,227
Discover Card Execution Note Trust Series 2015-A2, Class A 1.90%, 10/17/22			2,841		2,816,419
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			3,299		3,328,061
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			1,540		1,552,226
Series 2013-A, Class A 1.61%, 12/15/21			950		950,871
Series 2015-B,Class A 2.55%, 6/17/24			2,193		2,192,646

					21,059,345

Credit Cards - Floating Rate – 2.2%
Cabela’s Credit Card Master Note Trust Series 2013-2A, Class A2 0.848%, 8/16/21^(a)(b)			3,365		3,375,251
Series 2014-1, Class A 0.548%, 3/16/20^(b)			1,200		1,193,095


AB POOLING PORTFOLIOS •			81

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Chase Issuance Trust Series 2013-A6, Class A6 0.618%, 7/15/20^(b)	U.S.$		4,632	$	4,637,877
Discover Card Execution Note Trust Series 2014-A1, Class A1 0.628%, 7/15/21^(b)			1,905		1,906,288
Series 2015-A1, Class A1 0.548%, 8/17/20^(b)			2,907		2,904,837
First National Master Note Trust Series 2013-2, Class A 0.728%, 10/15/19^(b)			2,006		2,008,617
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.578%, 12/15/19^(b)			2,110		2,111,319
Series 2015-A, Class A 0.678%, 2/15/22^(b)			1,853		1,845,265

					19,982,549

Autos - Floating Rate – 2.0%
BMW Floorplan Master Owner Trust Series 2012-1A, Class A 0.598%, 9/15/17^(a)(b)			1,413		1,413,085
Series 2015-1A, Class A 0.698%, 7/15/20^(a)(b)			2,788		2,788,459
Ford Credit Floorplan Master Owner Trust A Series 2015-2, Class A2 0.757%, 1/15/22^(b)			2,635		2,625,837
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.583%, 7/20/19^(b)			1,462		1,455,450
Series 2015-1, Class A 0.703%, 1/20/20^(b)			2,788		2,767,076
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.742%, 12/10/27^(a)(b)			2,027		2,029,426
Series 2014-1, Class A 0.592%, 4/10/28^(a)(b)			2,815		2,817,260
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.949%, 10/25/19^(a)(b)			2,069		2,059,946

					17,956,539

Other ABS - Fixed Rate – 1.8%
CIT Equipment Collateral Series 2014-VT1, Class A2 0.86%, 5/22/17^(a)			2,315		2,314,919


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		Principal Amount (000)		U.S. $ Value


CNH Equipment Trust Series 2013-D, Class A4 1.37%, 10/15/20	U.S.$		4,975	$	4,969,125
Series 2014-B, Class A4 1.61%, 5/17/21			1,812		1,812,063
Series 2015-A, Class A4 1.85%, 4/15/21			1,728		1,724,463
Dell Equipment Finance Trust Series 2014-1, Class A3 0.94%, 6/22/20^(a)			2,036		2,034,632
Series 2015-1, Class A3 1.30%, 3/23/20^(a)			981		977,276
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16^(a)			825		824,532
Macquarie Equipment Funding Trust Series 2014-A, Class A2 0.80%, 11/21/16^(a)			1,202		1,201,984

					15,858,994

Home Equity Loans - Fixed Rate – 0.1%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			505		509,741
Nationstar NIM Ltd. Series 2007-A, Class A 9.79%, 3/25/37^(c)(d)			35		– 0	–

					509,741

Total Asset-Backed Securities (cost $156,034,779)					155,945,218


COMMERCIAL MORTGAGE-BACKED SECURITIES – 11.8%
Non-Agency Fixed Rate CMBS – 10.9%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			3,958		4,208,728
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.968%, 3/15/49			618		627,841
Series 2015-GC29, Class A2 2.674%, 4/10/48			2,900		2,946,256
Commercial Mortgage Pass Through Certificates Series 2012-CR4, Class A1 0.704%, 10/15/45			1,434		1,430,101


AB POOLING PORTFOLIOS •			83

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2013-CR6, Class A1 0.719%, 3/10/46	U.S.$		2,579	$	2,556,436
Series 2013-LC6, Class A1 0.724%, 1/10/46			1,233		1,227,138
Series 2014-CR16, Class A2 3.042%, 4/10/47			3,374		3,488,227
Series 2014-CR19, Class A2 2.965%, 8/10/47			4,220		4,341,101
Series 2015-DC1, Class A2 2.87%, 2/10/48			3,205		3,288,397
Series 2015-LC21, Class A2 2.976%, 7/10/48			2,430		2,503,783
Commercial Mortgage Trust Series 2006-C8, Class A1A 5.292%, 12/10/46			3,071		3,186,795
Series 2013-LC6, Class XA 1.895%, 1/10/46^(e)			5,701		430,374
DBUBS Mortgage Trust Series 2011-LC3A, Class A2 3.642%, 8/10/44			4,919		4,981,033
GS Mortgage Securities Corp. II Series 2013-GC10, Class A1 0.696%, 2/10/46			259		259,034
Series 2015-GC30, Class A2 2.726%, 5/10/50			2,965		3,017,897
GS Mortgage Securities Trust Series 2007-GG10, Class A4 5.989%, 8/10/45			1,445		1,524,633
Series 2013-GC14, Class A1 1.217%, 8/10/46			1,348		1,347,642
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2012-LC9, Class A1 0.67%, 12/15/47			264		263,917
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41^(a)			658		656,498
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			4,747		4,960,418
Series 2010-C1, Class A1 3.853%, 6/15/43^(a)			140		139,600
Series 2013-C10, Class A1 0.73%, 12/15/47			1,225		1,219,518
Series 2013-C16, Class A2 3.07%, 12/15/46			4,682		4,834,218


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		Principal Amount (000)		U.S. $ Value


JPMBB Commercial Mortgage Securities Trust Series 2013-C15, Class A2 2.977%, 11/15/45	U.S.$		4,720	$	4,865,909
Series 2015-C28, Class A2 2.773%, 10/15/48			3,659		3,723,014
Series 2015-C29, Class A2 2.921%, 5/15/48			1,800		1,841,915
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41^(a)			1,496		1,516,159
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			1,469		1,511,443
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			2,570		2,663,212
Morgan Stanley Bank of America Merrill Lynch Trust Series 2013-C8, Class A1 0.777%, 12/15/48			2,480		2,464,807
Series 2014-C17, Class A2 3.119%, 8/15/47			2,876		2,975,170
Series 2015-C23, Class A2 2.982%, 7/15/50			2,960		3,040,056
UBS-Barclays Commercial Mortgage Trust Series 2012-C4, Class A1 0.673%, 12/10/45			1,588		1,579,321
Series 2013-C5, Class A1 0.779%, 3/10/46			2,543		2,525,838
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			4,181		4,209,514
Series 2006-C26, Class A1A 6.009%, 6/15/45			1,101		1,130,483
Wells Fargo Commercial Mortgage Trust Series 2012-LC5, Class A1 0.687%, 10/15/45			2,039		2,032,048
Series 2015-NXS1, Class A2 2.632%, 5/15/48			1,633		1,656,898
WF-RBS Commercial Mortgage Trust Series 2012-C10, Class XA 1.92%, 12/15/45^(a)(e)			4,892		431,936
Series 2012-C6, Class XA 2.569%, 4/15/45^(a)(e)			3,315		311,313
Series 2012-C9, Class A1 0.673%, 11/15/45			2,154		2,144,048
Series 2013-C12, Class A1 0.735%, 3/15/48			1,823		1,813,069


AB POOLING PORTFOLIOS •			85

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2014-C24, Class A2 2.863%, 11/15/47	U.S.$		2,150	$	2,201,566

					98,077,304

Non-Agency Floating Rate CMBS – 0.9%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.518%, 11/15/19^(a)(b)			1,340		1,333,276
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.118%, 6/15/29^(a)(b)			3,239		3,230,083
PFP III Ltd. Series 2014-1, Class A 1.357%, 6/14/31^(a)(b)			768		766,930
Resource Capital Corp. Ltd. Series 2014-CRE2, Class A 1.248%, 4/15/32^(a)(b)			1,008		1,003,296
Starwood Retail Property Trust Series 2014-STAR, Class A 1.418%, 11/15/27^(a)(b)			1,625		1,617,741

					7,951,326

Total Commercial Mortgage-Backed Securities (cost $107,929,716)					106,028,630


COLLATERALIZED MORTGAGE OBLIGATIONS – 5.7%
Agency Floating Rate – 2.7%
Federal Home Loan Mortgage Corp. Series 4248, Class QF 0.698%, 6/15/39^(b)			2,872		2,892,331
Series 4286, Class VF 0.648%, 12/15/43^(b)			3,405		3,420,544
Federal National Mortgage Association Series 2013-57, Class FN 0.549%, 6/25/43^(b)			3,243		3,251,623
Series 2014-49, Class AF 0.507%, 8/25/44^(b)			6,051		6,082,598
NCUA Guaranteed Notes Trust Series 2010-R3, Class 1A 0.751%, 12/08/20^(b)			7,971		8,027,019

					23,674,115

Agency Fixed Rate – 1.4%
Federal Home Loan Mortgage Corp. Series 3948, Class DA 3.00%, 12/15/24			3,809		3,950,052
Series 4461, Class EA 2.00%, 7/15/37			2,956		2,978,500


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		Principal Amount (000)		U.S. $ Value


Federal National Mortgage Association Series 2010-9, Class EA 3.50%, 1/25/24	U.S.$		1,349	$	1,390,356
Series 2011-39, Class DA 3.50%, 7/25/24			851		861,618
Series 2014-54, Class LA 3.00%, 2/25/44			3,590		3,697,883

					12,878,409

GSE Risk Share Floating Rate – 1.4%
Federal Home Loan Mortgage Corp., Structured Agency Credit Risk Debt Notes Series 2014-DN2, Class M1 1.049%, 4/25/24^(b)			1,697		1,693,072
Series 2014-HQ1, Class M1 1.849%, 8/25/24^(b)			2,132		2,135,439
Series 2014-HQ2, Class M1 1.641%, 9/25/24^(b)			1,244		1,246,225
Series 2014-HQ3, Class M1 1.849%, 10/25/24^(b)			1,503		1,503,529
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C02, Class 1M1 1.149%, 5/25/24^(b)			2,830		2,810,945
Series 2014-C04, Class 2M1 2.299%, 11/25/24^(b)			1,947		1,957,960
Series 2015-C01, Class 1M1 1.699%, 2/25/25^(b)			975		975,825

					12,322,995

Non-Agency Floating Rate – 0.2%
Mortgage Equity Conversion Asset Trust Series 2007-FF2, Class A 0.73%, 2/25/42^(a)(b)			2,280		1,952,305


Total Collateralized Mortgage Obligations (cost $50,945,088)					50,827,824


AGENCIES – 4.7%
Agency Callables – 4.7%
Federal Home Loan Banks 2.00%, 5/18/20			6,880		6,895,982
Federal Home Loan Mortgage Corp. Series 0002 1.25%, 5/25/18			9,427		9,420,316
1.95%, 5/28/20			7,070		7,076,193
1.58%, 2/27/19			9,420		9,412,643
Series 0000 1.00%, 6/29/17			9,410		9,402,500


Total Agencies (cost $42,207,385)					42,207,634


AB POOLING PORTFOLIOS •			87

AB Short Duration Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


MORTGAGE PASS-THROUGHS – 2.4%
Agency ARMs – 0.1%
Federal National Mortgage Association Series 2007 1.796%, 1/01/37^(b)	U.S.$		819	$	852,595


Agency Fixed Rate 15-Year – 0.2%
Federal Home Loan Mortgage Corp. Gold 5.00%, 7/01/25			1,151		1,244,399
Federal National Mortgage Association Series 2002 6.00%, 12/01/17			14		14,284
Series 2005 6.00%, 6/01/19-6/01/20			21		22,643
Series 2006 6.00%, 5/01/21-1/01/22			729		793,194
Series 2001 6.00%, 11/01/16			7		7,113
Series 2007 6.00%, 2/01/22			222		242,517

					2,324,150

Agency Fixed Rate 30-Year – 1.3%
Federal National Mortgage Association Series 2010 5.00%, 2/01/40			7,095		7,989,659
Government National Mortgage Association 5.00%, 10/15/39			3,393		3,814,857

					11,804,516

Other Agency Fixed Rate Programs – 0.8%
Federal National Mortgage Association 3.00%, 5/01/35			6,868		7,023,887


Total Mortgage Pass-Throughs (cost $21,781,627)					22,005,148


INFLATION-LINKED SECURITIES – 1.0%
United States – 1.0%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $9,430,823)			9,285		9,268,691


COVERED BONDS – 0.4%
DNB Boligkreditt AS 1.45%, 3/21/18^(a) (cost $3,330,455)			3,335		3,334,873


88		• AB POOLING PORTFOLIOS

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Company		Shares		U.S. $ Value


SHORT-TERM INVESTMENTS – 0.5%
Investment Companies – 0.4%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(f)(g) (cost $3,756,308)			3,756,308	$	3,756,308


		Principal Amount (000)
Asset-Backed Securities – 0.1%
AmeriCredit Automobile Receivables Trust Series 2015-2, Class A1 0.40%, 4/08/16 (cost $521,698)	U.S.$		522		521,641


Total Short-Term Investments (cost $4,278,006)					4,277,949


Total Investments – 99.8% (cost $898,423,741)					896,632,104
Other assets less liabilities – 0.2%					1,773,333


Net Assets – 100.0%				$	898,405,437

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 2 Yr (CBT) Futures		1,171		December 2015	$	256,169,565	$	255,826,906	$	(342,659	)

Sold Contracts
U.S. T-Note 5 Yr (CBT) Futures		407		December 2015		49,000,397		48,611,063		389,334
U.S. T-Note 10 Yr (CBT) Futures		129		December 2015		16,524,374		16,391,062		133,312

									$	179,987

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

Rate Type

Clearing Broker/
(Exchange)

Notional

Amount

(000)

Termination

Date

Payments

made

by the

Fund

Payments

received by

the Fund

Unrealized

Appreciation/

(Depreciation)

Morgan Stanley & Co., LLC/(CME Group)

NZD

11,260

4/29/17

3 Month BKBM

4.274%

266,617


AB POOLING PORTFOLIOS •			89

AB Short Duration Bond Portfolio—Portfolio of Investments

(a)

(b)

Floating Rate Security. Stated interest rate was in effect at August 31, 2015.

(c)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.00% of net assets as of August 31, 2015, is considered illiquid and restricted.

Restricted Securities

Acquisition

Date

Cost

Market

Value

Percentage of

Net Assets

Nationstar NIM Ltd. Series 2007-A, Class A
9.79%, 3/25/37

04/04/07

35,213

– 0

–

0.00

(d)

Fair valued by the Adviser.

(e)

IO – Interest Only

(f)

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

(g)

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

Currency Abbreviations:

NZD – New Zealand Dollar

Glossary:

ABS

– Asset-Backed Securities

BKBM

– Bank Bill Benchmark (New Zealand)

CBT

– Chicago Board of Trade

CFC

– Customer Facility Charge

CMBS

– Commercial Mortgage-Backed Securities

CME

– Chicago Mercantile Exchange

GSE

– Government-Sponsored Enterprise

NCUA

– National Credit Union Administration

TIPS

– Treasury Inflation Protected Security

See notes to financial statements.


90		• AB POOLING PORTFOLIOS

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AB GLOBAL CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


		Principal Amount (000)		U.S. $ Value


GOVERNMENTS – TREASURIES – 44.1%
Australia – 2.9%
Australia Government Bond Series 122 5.25%, 3/15/19^(a)	AUD		24,140	$	19,201,744
Series 139 3.25%, 4/21/25^(a)			5,680		4,237,773
Series 144 3.75%, 4/21/37^(a)			4,220		3,203,084

					26,642,601

Belgium – 0.8%
Belgium Government Bond Series 31 5.50%, 3/28/28	EUR		3,605		5,964,242
Series 75 1.00%, 6/22/31^(a)			1,755		1,780,249

					7,744,491

Brazil – 1.4%
Brazil Notas do Tesouro Nacional Serie B 6.00%, 8/15/50	BRL		12,569		8,063,348
Series B 6.00%, 5/15/55			2,061		1,316,163
Series F 10.00%, 1/01/17			12,725		3,339,141

					12,718,652

Denmark – 0.4%
Denmark Government Bond 3.00%, 11/15/21	DKK		21,530		3,748,114


France – 1.3%
France Government Bond OAT
0.50%, 5/25/25^(a)	EUR		2,398		2,533,639
2.50%, 5/25/30^(a)			1,818		2,273,637
3.25%, 10/25/21-5/25/45^(a)			4,395		6,139,506
4.50%, 4/25/41^(a)			680		1,151,896

					12,098,678

Germany – 4.0%
Bundesrepublik Deutschland 0.50%, 2/15/25^(a)			23,878		26,208,443
Series 00 6.25%, 1/04/30^(a)			5,660		10,732,867

					36,941,310

Ireland – 1.0%
Ireland Government Bond
3.40%, 3/18/24^(a)			3,820		5,027,599
5.40%, 3/13/25			2,527		3,829,436

					8,857,035


AB POOLING PORTFOLIOS •			91

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		Principal Amount (000)		U.S. $ Value


Italy – 3.2%
Italy Buoni Poliennali Del Tesoro 1.35%, 4/15/22	EUR		9,335	$	10,437,355
3.75%, 3/01/21-5/01/21			5,702		7,289,171
4.25%, 9/01/19			2,245		2,869,713
4.50%, 5/01/23			4,895		6,603,888
5.00%, 8/01/34^(a)			1,810		2,724,370

					29,924,497

Japan – 5.9%
Japan Government Thirty Year Bond Series 36 2.00%, 3/20/42	JPY		250,050		2,357,216
Series 44 1.70%, 9/20/44			179,500		1,582,446
Japan Government Twenty Year Bond Series 112 2.10%, 6/20/29			1,784,200		17,474,078
Series 143 1.60%, 3/20/33			935,050		8,480,661
Series 150 1.40%, 9/20/34			1,818,450		15,765,100
Japan Government Two Year Bond Series 349 0.10%, 2/15/17			1,165,900		9,630,227

					55,289,728

Mexico – 0.7%
Mexican Bonos Series M 7.75%, 11/13/42	MXN		60,655		4,106,399
Series M 20 10.00%, 12/05/24			31,235		2,387,979

					6,494,378

Netherlands – 1.7%
Netherlands Government Bond 3.25%, 7/15/21^(a)	EUR		12,145		15,936,304


Singapore – 0.1%
Singapore Government Bond 3.375%, 9/01/33	SGD		876		636,453


South Africa – 0.1%
South Africa Government Bond Series R213 7.00%, 2/28/31	ZAR		21,030		1,349,172


Spain – 2.5%
Spain Government Bond 1.95%, 7/30/30^(a)	EUR		5,230		5,400,513


92		• AB POOLING PORTFOLIOS

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		Principal Amount (000)		U.S. $ Value


4.20%, 1/31/37^(a)	EUR		3,455	$	4,639,720
4.40%, 10/31/23^(a)			4,585		6,137,213
4.70%, 7/30/41^(a)			5,021		7,221,742

					23,399,188

Sweden – 0.4%
Sweden Government Bond Series 1054 3.50%, 6/01/22	SEK		24,950		3,573,632


United Kingdom – 8.4%
United Kingdom Gilt 1.25%, 7/22/18^(a)	GBP		14,485		22,434,193
1.75%, 9/07/22^(a)			8,210		12,678,913
4.25%, 12/07/40^(a)			1,005		2,032,892
4.50%, 3/07/19-12/07/42^(a)			9,236		18,185,763
4.75%, 12/07/30^(a)			5,269		10,648,477
5.00%, 3/07/25^(a)			6,165		12,060,082

					78,040,320

United States – 9.3%
U.S. Treasury Bonds 2.875%, 5/15/43	U.S.$		2,980		2,936,152
3.00%, 11/15/44			7,395		7,464,328
4.50%, 2/15/36			3,530		4,559,355
4.625%, 2/15/40			16,233		21,296,197
U.S. Treasury Notes 1.00%, 3/15/18			5,630		5,636,598
1.25%, 1/31/20			14,030		13,902,299
1.375%, 4/30/20			10,545		10,484,725
1.50%, 2/28/19			15		14,722
1.625%, 8/15/22			2,852		2,792,399
2.50%, 5/15/24			11,115		11,431,378
2.75%, 2/15/24			6,045		6,347,407

					86,865,560

Total Governments - Treasuries (cost $427,455,184)					410,260,113


CORPORATES - INVESTMENT GRADE – 25.8%
Industrial – 13.4%
Basic – 1.2%
Air Products & Chemicals, Inc. 2.75%, 2/03/23			2,067		2,009,606
Glencore Funding LLC 2.125%, 4/16/18^(a)			1,257		1,195,921
4.00%, 4/16/25^(a)			1,065		894,353
4.125%, 5/30/23^(a)			561		504,695


AB POOLING PORTFOLIOS •			93

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


International Paper Co. 3.65%, 6/15/24	U.S.$		1,200	$	1,173,716
5.15%, 5/15/46			122		117,607
Minsur SA 6.25%, 2/07/24^(a)			714		735,104
Mosaic Co. (The) 5.625%, 11/15/43			714		754,632
Rio Tinto Finance USA Ltd. 3.75%, 6/15/25			2,309		2,235,216
Teck Resources Ltd. 4.50%, 1/15/21			1,960		1,562,120

					11,182,970

Capital Goods – 0.4%
DH Europe Finance SA 1.70%, 1/04/22	EUR		1,152		1,306,530
Republic Services, Inc. 3.80%, 5/15/18	U.S.$		85		88,927
Yamana Gold, Inc. 4.95%, 7/15/24			2,128		1,915,979

					3,311,436

Communications - Media – 1.7%
21st Century Fox America, Inc. 4.75%, 9/15/44			1,110		1,064,654
6.55%, 3/15/33			268		321,283
CBS Corp. 3.50%, 1/15/25			2,110		2,001,398
CCO Safari II LLC 3.579%, 7/23/20^(a)			980		978,877
4.908%, 7/23/25^(a)			980		970,684
Comcast Corp. 4.25%, 1/15/33			965		954,851
Cox Communications, Inc. 2.95%, 6/30/23^(a)			666		613,999
Discovery Communications LLC 3.45%, 3/15/25			1,001		923,265
McGraw Hill Financial, Inc. 4.40%, 2/15/26^(a)			1,677		1,667,802
RELX Capital, Inc. 8.625%, 1/15/19			2,109		2,501,869
Time Warner, Inc. 3.55%, 6/01/24			1,386		1,358,250
3.60%, 7/15/25			990		958,146
7.625%, 4/15/31			380		476,322
Viacom, Inc. 3.875%, 4/01/24			1,511		1,401,972

					16,193,372


94		• AB POOLING PORTFOLIOS

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		Principal Amount (000)		U.S. $ Value


Communications - Telecommunications – 1.9%
America Movil SAB de CV 3.125%, 7/16/22	U.S.$		1,330	$	1,304,265
American Tower Corp. 5.05%, 9/01/20			2,750		2,973,262
AT&T, Inc. 3.40%, 5/15/25			2,235		2,129,926
Bell Canada 3.25%, 6/17/20	CAD		924		732,366
3.35%, 6/18/19			460		366,101
4.70%, 9/11/23			625		527,364
British Telecommunications PLC 9.625%, 12/15/30	U.S.$		534		778,483
Deutsche Telekom International Finance BV 4.875%, 3/06/42^(a)			2,436		2,429,796
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.95%, 1/15/25			1,517		1,470,909
4.45%, 4/01/24			1,065		1,076,369
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		1,100		887,918
Verizon Communications, Inc. 6.55%, 9/15/43	U.S.$		2,358		2,793,027

					17,469,786

Consumer Cyclical - Automotive – 0.2%
Ford Motor Credit Co., LLC 2.597%, 11/04/19			2,126		2,092,990


Consumer Cyclical - Retailers – 0.7%
CVS Health Corp. 5.125%, 7/20/45			2,425		2,591,685
Kohl’s Corp. 4.25%, 7/17/25			1,401		1,363,925
Walgreens Boots Alliance, Inc. 3.30%, 11/18/21			2,151		2,129,869

					6,085,479

Consumer Non-Cyclical – 2.5%
AbbVie, Inc. 2.50%, 5/14/20			1,485		1,468,164
3.60%, 5/14/25			1,942		1,911,845
Actavis Funding SCS 3.00%, 3/12/20			1,469		1,462,855
3.80%, 3/15/25			1,305		1,262,953
3.85%, 6/15/24			697		679,397
Agilent Technologies, Inc. 5.00%, 7/15/20			505		553,063


AB POOLING PORTFOLIOS •			95

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Ahold Finance USA LLC 6.875%, 5/01/29	U.S.$		3,105	$	3,825,177
Baxalta, Inc. 5.25%, 6/23/45^(a)			980		985,623
Becton Dickinson and Co. 2.675%, 12/15/19			791		791,301
3.734%, 12/15/24			552		550,407
Celgene Corp. 3.875%, 8/15/25			965		959,044
Kraft Heinz Foods Co. 2.80%, 7/02/20^(a)			1,465		1,464,081
3.50%, 7/15/22^(a)			1,245		1,256,747
Kroger Co. (The) 3.40%, 4/15/22			242		244,593
Perrigo Co. PLC 4.00%, 11/15/23			275		272,509
Perrigo Finance PLC 3.50%, 12/15/21			262		255,728
Reynolds American, Inc. 3.25%, 11/01/22			1,269		1,235,115
3.75%, 5/20/23^(a)			960		932,383
4.45%, 6/12/25			1,955		2,008,950
5.85%, 8/15/45			788		848,529
Tyson Foods, Inc. 2.65%, 8/15/19			493		492,108

					23,460,572

Energy – 2.7%
Anadarko Petroleum Corp. 5.95%, 9/15/16			735		766,945
Devon Energy Corp. 5.00%, 6/15/45			1,460		1,393,623
Energy Transfer Partners LP 6.70%, 7/01/18			972		1,066,258
7.50%, 7/01/38			1,054		1,146,373
EnLink Midstream Partners LP 4.15%, 6/01/25			2,460		2,269,205
Enterprise Products Operating LLC 4.90%, 5/15/46			990		893,271
Kinder Morgan Energy Partners LP 2.65%, 2/01/19			183		178,651
3.50%, 9/01/23			698		619,244
3.95%, 9/01/22			495		461,560
4.15%, 3/01/22			863		826,415
Kinder Morgan, Inc./DE 5.00%, 2/15/21^(a)			829		855,533
Noble Energy, Inc. 8.25%, 3/01/19			2,858		3,330,990


96		• AB POOLING PORTFOLIOS

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


ONEOK Partners LP 3.80%, 3/15/20	U.S.$		712	$	709,975
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			1,727		1,607,524
Reliance Holding USA, Inc. 5.40%, 2/14/22^(a)			2,345		2,545,125
Southwestern Energy Co. 4.10%, 3/15/22			823		747,765
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			1,055		893,731
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			1,540		1,681,390
Williams Partners LP 3.90%, 1/15/25			943		838,718
4.125%, 11/15/20			2,295		2,333,969
4.50%, 11/15/23			425		412,394

					25,578,659

Technology – 1.2%
Hewlett-Packard Co. 2.75%, 1/14/19			215		216,505
3.75%, 12/01/20			1,317		1,357,153
4.375%, 9/15/21			181		188,227
4.65%, 12/09/21			460		484,258
KLA-Tencor Corp. 4.65%, 11/01/24			1,582		1,555,867
Motorola Solutions, Inc. 3.50%, 3/01/23			859		758,135
7.50%, 5/15/25			290		329,558
QUALCOMM, Inc. 3.00%, 5/20/22			2,455		2,384,787
Seagate HDD Cayman 4.75%, 1/01/25			1,234		1,173,883
Tencent Holdings Ltd. 3.375%, 5/02/19^(a)			1,483		1,501,047
Total System Services, Inc. 2.375%, 6/01/18			791		787,913

					10,737,333

Transportation - Airlines – 0.1%
Southwest Airlines Co. 5.75%, 12/15/16			1,115		1,178,205


Transportation - Services – 0.8%
Asciano Finance Ltd. 3.125%, 9/23/15^(a)			1,708		1,709,455
5.00%, 4/07/18^(a)			1,675		1,777,187


AB POOLING PORTFOLIOS •			97

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Penske Truck Leasing Co. LP / PTL Finance Corp. 3.375%, 2/01/22^(a)	U.S.$		2,485	$	2,415,759
Ryder System, Inc. 5.85%, 11/01/16			930		977,262
7.20%, 9/01/15			908		908,000

					7,787,663

					125,078,465

Financial Institutions – 10.2%
Banking – 7.0%
ABN AMRO Bank NV 4.75%, 7/28/25^(a)			1,312		1,317,071
Bank of America Corp. 4.20%, 8/26/24			1,340		1,329,146
4.875%, 4/01/44			3,345		3,482,546
Series L 2.60%, 1/15/19			1,280		1,288,645
Barclays Bank PLC 6.625%, 3/30/22^(a)	EUR		1,003		1,398,540
Barclays PLC 3.65%, 3/16/25	U.S.$		920		873,908
BNP Paribas SA 5.00%, 1/15/21			2,966		3,317,670
BPCE SA 5.70%, 10/22/23^(a)			540		571,633
Compass Bank 2.75%, 9/29/19			1,034		1,020,401
5.50%, 4/01/20			4,989		5,433,625
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 3.95%, 11/09/22			1,486		1,482,457
4.375%, 8/04/25			1,682		1,679,112
Credit Suisse Group Funding Guernsey Ltd. 2.75%, 3/26/20^(a)			2,680		2,665,222
Fifth Third Bancorp 2.30%, 3/01/19			1,132		1,132,137
Goldman Sachs Group, Inc. (The) 3.75%, 5/22/25			3,880		3,864,810
Series D 6.00%, 6/15/20			920		1,048,639
Series G 7.50%, 2/15/19			2,855		3,334,263
ING Bank NV 3.75%, 3/07/17^(a)			1,600		1,653,355
ING Groep NV 5.775%, 12/08/15^(b)			719		719,899
Lloyds Bank PLC 6.50%, 9/14/20^(a)			2,702		3,124,088


98		• AB POOLING PORTFOLIOS

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Macquarie Bank Ltd. 5.00%, 2/22/17^(a)	U.S.$		651	$	681,667
Mellon Capital III 6.369%, 9/05/66	GBP		850		1,333,803
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24^(a)	U.S.$		2,266		2,317,273
Morgan Stanley Series F 3.875%, 4/29/24			2,640		2,681,973
Series G 4.00%, 7/23/25			1,666		1,700,363
5.50%, 7/24/20			1,430		1,595,025
Murray Street Investment Trust I 4.647%, 3/09/17			272		283,364
Nationwide Building Society 6.25%, 2/25/20^(a)			3,415		3,979,612
Nordea Bank AB 3.125%, 3/20/17^(a)			2,990		3,069,594
6.125%, 9/23/24^(a)(b)			385		381,150
Rabobank Capital Funding Trust III 5.254%, 10/21/16^(a)(b)			605		611,806
Rabobank Capital Funding Trust IV 5.556%, 12/31/19^(a)(b)	GBP		620		996,916
Santander UK PLC 5.00%, 11/07/23^(a)	U.S.$		925		959,638
Standard Chartered PLC Series E 4.00%, 7/12/22^(a)			2,214		2,250,354
Sumitomo Mitsui Banking Corp. 3.00%, 1/18/23			1,377		1,365,009

					64,944,714

Brokerage – 0.3%
Nomura Holdings, Inc. 2.00%, 9/13/16			2,586		2,603,068


Insurance – 2.2%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16			1,820		1,917,030
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24^(a)(b)			1,041		1,074,832
Five Corners Funding Trust 4.419%, 11/15/23^(a)			1,060		1,095,967
Hartford Financial Services Group, Inc. (The) 5.125%, 4/15/22			600		667,894
5.50%, 3/30/20			922		1,032,279
Humana, Inc. 6.30%, 8/01/18			369		412,117
7.20%, 6/15/18			610		692,268


AB POOLING PORTFOLIOS •			99

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Lincoln National Corp. 8.75%, 7/01/19	U.S.$		791	$	968,952
Markel Corp. 7.125%, 9/30/19			1,105		1,294,878
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39^(a)			815		1,221,377
MetLife Capital Trust IV 7.875%, 12/15/37^(a)			162		202,095
MetLife, Inc. 4.75%, 2/08/21			1,085		1,193,438
7.717%, 2/15/19			1,159		1,365,800
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen Series E 6.25%, 5/26/42^(a)	EUR		1,400		1,906,934
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(a)	U.S.$		740		1,101,962
Prudential Financial, Inc. 5.625%, 6/15/43			2,045		2,099,192
Swiss Re Solutions Holding Corp. 7.00%, 2/15/26			1,295		1,665,137
XLIT Ltd. 5.50%, 3/31/45			530		493,001

					20,405,153

Other Finance – 0.1%
SUAM Finance BV 4.875%, 4/17/24^(a)			1,289		1,285,777


REITS – 0.6%
HCP, Inc. 6.00%, 1/30/17			2,195		2,321,741
Health Care REIT, Inc. 4.00%, 6/01/25			2,902		2,870,107
Healthcare Trust of America Holdings LP 3.375%, 7/15/21			568		563,407

					5,755,255

					94,993,967

Utility – 2.2%
Electric – 1.0%
Constellation Energy Group, Inc. 5.15%, 12/01/20			504		551,568
Entergy Corp. 4.00%, 7/15/22			1,706		1,719,563
Exelon Generation Co. LLC 4.25%, 6/15/22			2,463		2,526,077
Monongahela Power Co. 4.10%, 4/15/24^(a)			1,059		1,086,578


100		• AB POOLING PORTFOLIOS

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


TECO Finance, Inc. 4.00%, 3/15/16	U.S.$		745	$	756,123
5.15%, 3/15/20			915		999,647
Trans-Allegheny Interstate Line Co. 3.85%, 6/01/25^(a)			1,160		1,164,617
Union Electric Co. 6.70%, 2/01/19			315		362,652

					9,166,825

Natural Gas – 1.1%
Centrica PLC 4.00%, 10/16/23^(a)			1,865		1,875,918
Empresa de Energia de Bogota SA ESP 6.125%, 11/10/21^(a)			1,515		1,576,618
NiSource Finance Corp. 6.80%, 1/15/19			3,445		3,932,019
Talent Yield Investments Ltd. 4.50%, 4/25/22^(a)			2,400		2,474,976

					9,859,531

Other Utility – 0.1%
Veolia Environnement SA Series E 6.125%, 11/25/33	EUR		640		1,038,158

					20,064,514

Total Corporates - Investment Grade (cost $235,558,024)					240,136,946


MORTGAGE PASS-THROUGHS – 6.8%
Agency ARMs – 0.2%
Federal Home Loan Mortgage Corp. 2.399%, 5/01/38^(c)	U.S.$		1,226		1,305,325
Federal National Mortgage Association Series 2003 2.435%, 12/01/33^(c)			639		680,634

					1,985,959

Agency Fixed Rate 30-Year – 6.6%
Federal Home Loan Mortgage Corp. Gold Series 2007 5.50%, 7/01/35			746		835,502
Federal National Mortgage Association 3.00%, 9/01/45, TBA			9,828		9,879,444
3.00%, 9/01/42-11/01/43			6,370		6,421,999
4.00%, 9/15/45, TBA			25,073		26,647,898
Series 2003 5.50%, 4/01/33			625		701,316
Series 2004 5.50%, 4/01/34-5/01/34			625		700,336


AB POOLING PORTFOLIOS •			101

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2005 5.50%, 2/01/35	U.S.$		483	$	541,620
Series 2006 5.00%, 1/01/36			1		1,403
Government National Mortgage Association 3.00%, 9/01/45, TBA			5,795		5,876,492
3.50%, 9/01/45, TBA			9,400		9,795,093

					61,401,103

Total Mortgage Pass-Throughs (cost $62,889,564)					63,387,062


COVERED BONDS – 4.2%
Abbey National Treasury Services PLC/London Series E 1.625%, 11/26/20^(a)	EUR		2,015		2,390,900
Aib Mortgage Bank Series E 4.875%, 6/29/17			665		809,586
Bank of Ireland Mortgage Bank 3.125%, 11/20/15			580		654,843
Bank of Nova Scotia (The) 1.75%, 3/22/17^(a)	U.S.$		2,900		2,930,412
Bank of Scotland PLC Series E 4.75%, 6/08/22	EUR		3,180		4,520,487
BPCE SFH SA 3.625%, 5/12/16^(a)			400		460,116
Series E 2.75%, 2/16/17			1,800		2,100,646
Caisse Francaise de Financement Local Series E 3.50%, 9/16/16			883		1,026,754
CaixaBank SA 5.125%, 4/27/16			1,250		1,447,926
Cie de Financement Foncier SA Series E 3.375%, 1/18/16			3,457		3,928,619
Credit Suisse AG/Guernsey Series E 1.75%, 1/15/21^(a)			2,000		2,385,681
Danske Bank A/S 1.25%, 6/11/21			940		1,096,409
DNB Boligkreditt AS Series E 3.875%, 6/16/21			1,778		2,372,850
National Australia Bank Ltd. 2.00%, 2/22/19^(a)	U.S.$		3,190		3,216,892


102		• AB POOLING PORTFOLIOS

AB Global Core Bond Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Nationwide Building Society 3.125%, 10/13/16^(a)	EUR		2,610	$	3,029,834
Series E 4.375%, 2/28/22			1,700		2,351,545
Santander Consumer Finance SA 3.875%, 3/23/16			1,300		1,488,911
Societe Generale SFH SA Series E 3.25%, 6/06/16^(a)			900		1,034,886
UBS AG/London Series E 1.375%, 4/16/21^(a)			2,040		2,393,856


Total Covered Bonds (cost $42,316,099)					39,641,153


COLLATERALIZED MORTGAGE OBLIGATIONS – 4.0%
GSE Risk Share Floating Rate – 3.9%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2014-DN1, Class M2 2.399%, 2/25/24^(d)	U.S.$		2,195		2,201,392
Series 2014-DN3, Class M2 2.599%, 8/25/24^(d)			1,750		1,760,685
Series 2014-HQ1, Class M2 2.699%, 8/25/24^(d)			2,555		2,597,914
Series 2015-DNA1, Class M2 2.049%, 10/25/27^(d)			1,090		1,077,528
Series 2015-DNA2, Class M2 2.799%, 12/25/27^(d)			3,290		3,310,080
Series 2015-HQ1, Class M2 2.399%, 3/25/25^(d)			1,515		1,508,943
Series 2015-HQ2, Class M1 1.291%, 5/25/25^(d)			1,241		1,236,379
Federal Home Loan Mortgage Corp., Structured Agency Credit Risk Debt Notes Series 2014-HQ2, Class M1 1.641%, 9/25/24^(d)			3,090		3,095,747
Series 2014-HQ3, Class M1 1.849%, 10/25/24^(d)			2,652		2,653,286
Federal National Mortgage Association Connecticut Avenue Securities Series 2013-C01, Class M1 2.199%, 10/25/23^(d)			697		702,049
Series 2014-C01, Class M1 1.799%, 1/25/24^(d)			1,897		1,900,313
Series 2014-C04, Class 1M1 2.149%, 11/25/24^(d)			3,172		3,191,467


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		Principal Amount (000)		U.S. $ Value


Series 2014-C04, Class 2M1 2.299%, 11/25/24^(d)	U.S.$		1,713	$	1,722,595
Series 2015-C01, Class 1M1 1.699%, 2/25/25^(d)			1,034		1,034,974
Series 2015-C01, Class 2M1 1.699%, 2/25/25^(d)			1,827		1,828,532
Series 2015-C02, Class 2M1 1.399%, 5/25/25^(d)			2,414		2,402,441
Series 2015-C03, Class 2M1 1.699%, 7/25/25^(d)			3,862		3,864,252

					36,088,577

Non-Agency Fixed Rate – 0.1%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.662%, 5/25/35			853		830,496


Agency Fixed Rate – 0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.706%, 5/28/35			392		357,464


Total Collateralized Mortgage Obligations (cost $37,290,455)					37,276,537


COMMERCIAL MORTGAGE-BACKED SECURITIES – 4.0%
Non-Agency Fixed Rate CMBS – 2.5%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			4,373		4,649,212
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33^(a)			2,570		2,606,425
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.968%, 3/15/49			2,079		2,111,353
Commercial Mortgage Loan Trust Series 2008-LS1, Class A1A 6.239%, 12/10/49			3,648		3,931,061
Commercial Mortgage Trust Series 2013-CR6, Class A2 2.122%, 3/10/46			5,420		5,460,650
GS Mortgage Securities Trust Series 2013-G1, Class A1 2.059%, 4/10/31^(a)			1,424		1,394,828
Series 2013-G1, Class A2 3.557%, 4/10/31^(a)			1,615		1,621,300


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		Principal Amount (000)		U.S. $ Value


ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49	U.S.$		1,313	$	1,360,789

					23,135,618

Non-Agency Floating Rate CMBS – 1.0%
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.092%, 6/11/27^(a)(d)			2,026		2,020,636
Series 2014-SAVA, Class A 1.348%, 6/15/34^(a)(d)			1,393		1,390,375
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.118%, 6/15/29^(a)(d)			2,672		2,664,644
Resource Capital Corp. Ltd. Series 2014-CRE2, Class A 1.248%, 4/15/32^(a)(d)			1,108		1,102,332
Starwood Retail Property Trust Series 2014-STAR, Class A 1.418%, 11/15/27^(a)(d)			1,721		1,712,715

					8,890,702

Agency CMBS – 0.5%
Federal Home Loan Mortgage Corp. Multifamily Structured Pass-Through Certificates Series K008, Class A2 3.531%, 6/25/20			4,653		4,967,121


Total Commercial Mortgage-Backed Securities (cost $37,606,045)					36,993,441


AGENCIES – 2.4%
United States – 2.4%
Federal National Mortgage Association Zero Coupon, 10/09/19			2,180		2,006,801
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			22,014		20,069,437


Total Agencies (cost $20,214,874)					22,076,238


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		Principal Amount (000)		U.S. $ Value


INFLATION-LINKED SECURITIES – 2.1%
United States – 2.1%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $20,088,201)	U.S.$		19,745	$	19,709,806


GOVERNMENTS - SOVEREIGN AGENCIES – 1.9%
Canada – 1.0%
Canada Housing Trust No 1 3.35%, 12/15/20^(a)	CAD		11,205		9,426,304


Colombia – 0.2%
Ecopetrol SA 5.875%, 5/28/45	U.S.$		737		596,970
7.375%, 9/18/43			730		714,305
Oleoducto Central SA 4.00%, 5/07/21^(a)			1,041		1,017,578

					2,328,853

France – 0.4%
Dexia Credit Local SA/New York, NY 1.25%, 10/18/16^(a)			1,383		1,386,769
1.50%, 10/07/17^(a)			2,691		2,696,500

					4,083,269

Morocco – 0.1%
OCP SA 5.625%, 4/25/24^(a)			654		670,481


Qatar – 0.1%
Ooredoo International Finance Ltd. 3.875%, 1/31/28^(a)			647		618,636


United Arab Emirates – 0.1%
Abu Dhabi National Energy Co. PJSC 3.625%, 1/12/23^(a)			619		608,172


Total Governments - Sovereign Agencies (cost $20,328,771)					17,735,715


QUASI-SOVEREIGNS – 1.5%
Quasi-Sovereign Bonds – 1.5%
Chile – 0.3%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24^(a)			2,595		2,684,032


Malaysia – 0.4%
Petronas Capital Ltd. 5.25%, 8/12/19^(a)			3,390		3,682,865


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		Principal Amount (000)		U.S. $ Value


Mexico – 0.4%
Petroleos Mexicanos 4.50%, 1/23/26^(a)	U.S.$		3,970	$	3,771,698


Peru – 0.1%
Fondo MIVIVIENDA SA 3.50%, 1/31/23^(a)			613		578,979


United Arab Emirates – 0.3%
IPIC GMTN Ltd. 3.75%, 3/01/17^(a)			3,300		3,403,125


Total Quasi-Sovereigns (cost $13,906,001)					14,120,699


EMERGING MARKETS - CORPORATE BONDS – 0.4%
Industrial – 0.4%
Communications - Media – 0.2%
Myriad International Holdings BV 6.00%, 7/18/20^(a)			1,582		1,689,644


Consumer Non-Cyclical – 0.2%
Raizen Energy Finance Ltd. 7.00%, 2/01/17^(a)			1,885		1,953,803


Total Emerging Markets - Corporate Bonds (cost $3,572,467)					3,643,447


ASSET-BACKED SECURITIES – 0.4%
Other ABS - Fixed Rate – 0.4%
SBA Tower Trust 3.869%, 10/15/49^(a)			1,031		1,042,975
Series 2014-1A, Class C 2.898%, 10/15/44^(a)			1,248		1,241,826
TAGUS-Sociedade de Titularizacao de Creditos SA/Volta II Electricity Receivables Series 2, Class SNR 2.98%, 2/16/18^(a)	EUR		732		821,901

					3,106,702

Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 1.324%, 12/25/32^(d)	U.S.$		269		258,463


Total Asset-Backed Securities (cost $3,389,922)					3,365,165


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		Principal Amount (000)		U.S. $ Value


GOVERNMENTS - SOVEREIGN BONDS – 0.3%
Indonesia – 0.3%
Indonesia Government International Bond 3.375%, 4/15/23^(a) (cost $3,298,406)	U.S.$		3,326	$	3,076,550


CORPORATES - NON-INVESTMENT GRADE – 0.3%
Financial Institutions – 0.3%
Banking – 0.3%
Societe Generale SA 5.922%, 4/05/17^(a)(b)			1,515		1,556,662
UniCredit Luxembourg Finance SA 6.00%, 10/31/17^(a)			1,386		1,437,708


Total Corporates - Non-Investment Grade (cost $2,913,170)					2,994,370


LOCAL GOVERNMENTS - MUNICIPAL BONDS – 0.3%
United States – 0.3%
State of California Series 2010 7.625%, 3/01/40 (cost $2,016,703)			1,985		2,859,670


SUPRANATIONALS – 0.3%
International Bank for Reconstruction & Development 9.25% (cost $2,546,981)			2,340		2,691,711


		Shares
SHORT-TERM INVESTMENTS – 6.0%
Investment Companies – 0.5%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(e)(f) (cost $4,458,849)			4,458,849		4,458,849


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		Principal Amount (000)		U.S. $ Value


U.S. Treasury Bills – 5.5%
U.S. Treasury Bill Zero Coupon 10/08/15 (cost $51,019,848)	U.S.$		51,020	$	51,019,848


Total Short-Term Investments (cost $55,478,697)					55,478,697


Total Investments – 104.8% (cost $990,869,564)					975,447,320
Other assets less liabilities – (4.8)%					(44,451,957	)


Net Assets – 100.0%				$	930,995,363

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Sold Contracts
Euro BUXL 30 Yr Bond Futures		7		September 2015	$	1,168,508	$	1,190,669	$	(22,161	)
Euro-BUND Futures		103		September 2015		17,599,188		17,694,373		(95,185	)
U.S. Long Bond (CBT) Futures		131		December 2015		20,464,692		20,255,875		208,817
U.S T-Note 5 Yr (CBT) Futures		230		December 2015		27,690,932		27,470,625		220,307
U.S. T-Note 10 Yr (CBT) Futures		188		December 2015		24,082,034		23,887,750		194,284

									$	506,062

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		SGD	26,756		USD	19,048		9/18/15	$	100,393
Barclays Bank PLC		AUD	12,661		USD	9,208		9/25/15		208,703
Barclays Bank PLC		TWD	151,849		USD	4,685		10/16/15		10,562
BNP Paribas SA		SEK	25,076		USD	2,950		9/17/15		(13,257	)
BNP Paribas SA		SGD	945		USD	691		9/18/15		22,178
BNP Paribas SA		AUD	57,530		USD	42,176		9/25/15		1,283,227
BNP Paribas SA		NZD	5,648		USD	3,732		10/09/15		162,637
Citibank		JPY	1,321,033		USD	11,103		9/17/15		204,309
Citibank		JPY	4,266,838		USD	34,400		9/17/15		(801,801	)
Credit Suisse International		DKK	23,949		USD	3,566		9/17/15		(35,919	)
Credit Suisse International		EUR	16,997		SEK	162,792		9/17/15		158,349
Goldman Sachs Bank USA		BRL	49,537		USD	14,452		9/02/15		793,429
Goldman Sachs Bank USA		BRL	16,534		USD	4,534		9/02/15		(25,065	)
Goldman Sachs Bank USA		USD	13,584		BRL	49,537		9/02/15		75,099


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Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Goldman Sachs Bank USA		USD	4,702		BRL	16,534		9/02/15	$	(143,538	)
Goldman Sachs Bank USA		USD	900		EUR	823		9/18/15		24,058
Goldman Sachs Bank USA		USD	1,398		EUR	1,230		9/18/15		(17,422	)
Goldman Sachs Bank USA		GBP	51,990		USD	81,014		9/24/15		1,245,353
Goldman Sachs Bank USA		MXN	107,471		USD	6,517		9/30/15		97,606
Goldman Sachs Bank USA		USD	3,678		NZD	5,619		10/09/15		(127,504	)
HSBC Bank USA		USD	9,407		KRW	11,074,028		9/25/15		(48,549	)
Morgan Stanley & Co., Inc.		EUR	7,175		SEK	68,362		9/17/15		24,215
Morgan Stanley & Co., Inc.		EUR	2,023		USD	2,267		9/18/15		(4,275	)
Northern Trust Co.		GBP	978		USD	1,524		9/24/15		24,371
Royal Bank of Scotland PLC		EUR	191,230		USD	211,347		9/18/15		(3,290,924	)
Royal Bank of Scotland PLC		KRW	22,433,319		USD	19,283		9/25/15		325,278
Royal Bank of Scotland PLC		USD	9,171		IDR	129,720,242		10/09/15		(105,007	)
Standard Chartered Bank		BRL	33,003		USD	9,050		9/02/15		(50,034	)
Standard Chartered Bank		USD	9,268		BRL	33,003		9/02/15		(167,769	)
Standard Chartered Bank		BRL	33,003		USD	9,171		10/02/15		167,766
Standard Chartered Bank		MYR	37,027		USD	9,036		10/09/15		157,073
Standard Chartered Bank		USD	8,776		MYR	37,138		10/09/15		130,506
State Street Bank & Trust Co.		USD	1,298		EUR	1,163		9/18/15		6,508
State Street Bank & Trust Co.		USD	2,605		EUR	2,283		9/18/15		(43,359	)
State Street Bank & Trust Co.		ZAR	18,442		USD	1,391		10/13/15		10,580
UBS AG		USD	5,649		EUR	5,084		9/18/15		57,393
UBS AG		CAD	15,803		USD	11,935		10/02/15		(75,811	)

									$	339,359

(a)

(b)

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

(c)

Variable rate coupon, rate shown as of August 31, 2015.

(d)

Floating Rate Security. Stated interest rate was in effect at August 31, 2015.

(e)

To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call 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.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

DKK – Danish Krone

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NZD – New Zealand Dollar

SEK – Swedish Krona

SGD – Singapore Dollar

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand


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Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CBT – Chicago Board of Trade

CFC – Customer Facility Charge

CMBS – Commercial Mortgage-Backed Securities

GMTN – Global Medium Term Note

GSE – Government-Sponsored Enterprise

OAT – Obligations Assimilables du Trésor

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.


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AB BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


		Principal Amount (000)		U.S. $ Value


INFLATION-LINKED SECURITIES – 80.6%
United States – 80.6%
U.S. Treasury Inflation Index
0.125%, 4/15/17-7/15/24 (TIPS)^(a)	U.S.$		395,415	$	390,315,946
0.125%, 1/15/22 (TIPS)^(b)			35,352		34,559,631
0.25%, 1/15/25 (TIPS)^(a)			55,847		53,867,938
0.375%, 7/15/23 (TIPS)^(a)			41,506		40,983,917
0.375%, 7/15/25 (TIPS)			24,613		24,144,641
0.625%, 1/15/24 (TIPS)			33,883		33,948,092


Total Inflation-Linked Securities (cost $591,686,803)					577,820,165


CORPORATES - INVESTMENT GRADE – 18.4%
Industrial – 11.5%
Basic – 1.4%
Barrick Gold Corp. 4.10%, 5/01/23			306		270,588
Dow Chemical Co. (The) 8.55%, 5/15/19			637		769,425
Eastman Chemical Co. 3.80%, 3/15/25			630		617,739
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.50%, 11/15/20			257		239,652
Glencore Funding LLC 3.125%, 4/29/19^(c)			3,225		3,085,606
International Paper Co. 4.75%, 2/15/22			1,410		1,501,210
LyondellBasell Industries NV 5.75%, 4/15/24			1,087		1,217,921
Minsur SA 6.25%, 2/07/24^(c)			459		472,567
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23^(c)			832		719,680
Teck Resources Ltd. 4.50%, 1/15/21			1,645		1,311,065

					10,205,453

Capital Goods – 0.3%
Odebrecht Finance Ltd. 5.25%, 6/27/29^(c)			793		500,553
Yamana Gold, Inc. 4.95%, 7/15/24			1,588		1,429,781

					1,930,334


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		Principal Amount (000)		U.S. $ Value


Communications - Media – 1.2%
21st Century Fox America, Inc. 6.15%, 3/01/37-2/15/41	U.S.$		1,584	$	1,769,436
CBS Corp. 3.50%, 1/15/25			630		597,574
5.75%, 4/15/20			1,625		1,813,937
Cox Communications, Inc. 2.95%, 6/30/23^(c)			348		320,828
Discovery Communications LLC 3.45%, 3/15/25			677		624,426
McGraw Hill Financial, Inc. 4.40%, 2/15/26^(c)			1,281		1,273,974
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21^(c)(d)			906		956,093
Time Warner, Inc. 3.55%, 6/01/24			1,124		1,101,495
Viacom, Inc. 3.875%, 4/01/24			635		589,181

					9,046,944

Communications - Telecommunications – 1.5%
American Tower Corp. 2.80%, 6/01/20			911		894,892
5.05%, 9/01/20			1,355		1,465,007
AT&T, Inc. 3.40%, 5/15/25			1,715		1,634,373
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.80%, 3/15/22			469		465,309
4.45%, 4/01/24			620		626,618
5.00%, 3/01/21			1,700		1,822,798
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		150		121,080
Telefonica Emisiones SAU 5.462%, 2/16/21	U.S.$		835		933,661
Verizon Communications, Inc. 4.272%, 1/15/36			2,262		2,031,749
7.35%, 4/01/39			780		953,025

					10,948,512

Consumer Cyclical - Automotive – 0.5%
Ford Motor Credit Co. LLC 2.597%, 11/04/19			919		904,731
5.00%, 5/15/18			337		358,796
5.875%, 8/02/21			1,166		1,309,258
General Motors Co. 3.50%, 10/02/18			775		785,897

					3,358,682


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		Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Retailers – 0.7%
CVS Health Corp. 3.875%, 7/20/25	U.S.$		1,490	$	1,525,281
Kohl’s Corp. 4.25%, 7/17/25			1,870		1,820,514
Walgreens Boots Alliance, Inc. 3.80%, 11/18/24			1,910		1,868,127

					5,213,922

Consumer Non-Cyclical – 2.9%
AbbVie, Inc. 3.60%, 5/14/25			1,488		1,464,894
Actavis Funding SCS 3.80%, 3/15/25			1,664		1,610,386
3.85%, 6/15/24			517		503,943
Altria Group, Inc. 2.625%, 1/14/20			1,915		1,913,102
Baxalta, Inc. 3.60%, 6/23/22^(c)			1,510		1,508,994
Bayer US Finance LLC 3.375%, 10/08/24^(c)			611		606,852
Becton Dickinson and Co. 3.734%, 12/15/24			832		829,600
Bunge Ltd. Finance Corp. 8.50%, 6/15/19			13		15,540
Grupo Bimbo SAB de CV 3.875%, 6/27/24^(c)			1,270		1,245,095
Kraft Heinz Foods Co. 2.80%, 7/02/20^(c)			750		749,530
3.50%, 7/15/22^(c)			956		965,020
Kroger Co. (The) 3.40%, 4/15/22			1,324		1,338,187
Laboratory Corp. of America Holdings 3.60%, 2/01/25			575		550,704
Medtronic, Inc. 3.50%, 3/15/25^(c)			1,910		1,902,242
Perrigo Finance PLC 3.50%, 12/15/21			251		244,991
3.90%, 12/15/24			650		630,357
Reynolds American, Inc. 3.25%, 11/01/22			899		874,995
4.00%, 6/12/22			1,323		1,359,431
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			696		711,298
Tyson Foods, Inc. 2.65%, 8/15/19			367		366,336
3.95%, 8/15/24			1,207		1,207,048

					20,598,545


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		Principal Amount (000)		U.S. $ Value


Energy – 2.1%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43	U.S.$		654	$	470,800
Energy Transfer Partners LP 6.125%, 2/15/17			1,645		1,733,582
EnLink Midstream Partners LP 5.05%, 4/01/45			750		627,424
Enterprise Products Operating LLC 3.70%, 2/15/26			1,643		1,550,105
5.20%, 9/01/20			720		791,147
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			1,439		1,341,787
4.15%, 3/01/22			625		598,504
Marathon Petroleum Corp. 5.125%, 3/01/21			590		642,286
Noble Energy, Inc. 3.90%, 11/15/24			996		940,941
8.25%, 3/01/19			1,370		1,596,731
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			1,323		1,231,473
Reliance Holding USA, Inc. 5.40%, 2/14/22^(c)			2,065		2,241,229
Spectra Energy Capital LLC 8.00%, 10/01/19			450		525,831
Valero Energy Corp. 6.125%, 2/01/20			998		1,122,917

					15,414,757

Other Industrial – 0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17^(c)			636		631,727


Technology – 0.8%
KLA-Tencor Corp. 4.65%, 11/01/24			1,321		1,299,178
Motorola Solutions, Inc. 7.50%, 5/15/25			1,540		1,750,065
Seagate HDD Cayman 4.75%, 1/01/25			740		703,950
Tencent Holdings Ltd. 3.375%, 5/02/19^(c)			1,230		1,244,968
Total System Services, Inc. 2.375%, 6/01/18			530		527,932

					5,526,093

					82,874,969


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		Principal Amount (000)		U.S. $ Value


Financial Institutions – 5.8%
Banking – 3.7%
ABN AMRO Bank NV 4.75%, 7/28/25^(c)	U.S.$		448	$	449,732
Bank of America Corp. 0.825%, 3/28/18^(e)	EUR		1,850		2,057,710
5.625%, 7/01/20	U.S.$		705		791,874
Barclays Bank PLC 6.625%, 3/30/22^(c)	EUR		459		640,010
Barclays PLC 3.65%, 3/16/25	U.S.$		475		451,203
BPCE SA 5.70%, 10/22/23^(c)			397		420,256
Citigroup, Inc. 3.875%, 3/26/25			1,365		1,318,810
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 3.95%, 11/09/22			361		360,139
4.375%, 8/04/25			977		975,322
Credit Suisse Group Funding Guernsey Ltd. 3.75%, 3/26/25^(c)			1,870		1,811,209
Goldman Sachs Group, Inc. (The) 1.925%, 11/29/23^(e)			1,550		1,572,956
ING Bank NV 2.00%, 9/25/15^(c)			1,995		1,996,538
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24^(c)			1,710		1,748,692
Morgan Stanley 5.625%, 9/23/19			348		386,979
Series G 5.50%, 7/24/20-7/28/21			1,397		1,567,965
Murray Street Investment Trust I 4.647%, 3/09/17			184		191,687
Nordea Bank AB 6.125%, 9/23/24^(c)(d)			232		229,680
PNC Bank NA 3.80%, 7/25/23			1,930		1,972,215
Rabobank Capital Funding Trust III 5.254%, 10/21/16^(c)(d)			735		743,269
Santander Bank NA 1.216%, 1/12/18^(e)			1,870		1,863,775
Santander UK PLC 5.00%, 11/07/23^(c)			1,050		1,089,318
Standard Chartered PLC Series E 4.00%, 7/12/22^(c)			1,900		1,931,198
UBS AG/Stamford CT 5.875%, 7/15/16			655		678,902
7.625%, 8/17/22			929		1,080,981

					26,330,420


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		Principal Amount (000)		U.S. $ Value


Insurance – 1.4%
American International Group, Inc. 6.40%, 12/15/20	U.S.$		1,660	$	1,944,984
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24^(c)(d)			804		830,130
Hartford Financial Services Group, Inc. (The) 5.125%, 4/15/22			1,330		1,480,499
6.10%, 10/01/41			760		904,347
Lincoln National Corp. 8.75%, 7/01/19			550		673,734
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(c)			548		816,047
Prudential Financial, Inc. 5.625%, 6/15/43			940		964,910
Swiss Re Capital I LP 6.854%, 5/25/16^(c)(d)			1,815		1,851,300
XLIT Ltd. 5.50%, 3/31/45			335		311,614

					9,777,565

REITS – 0.7%
HCP, Inc. 5.375%, 2/01/21			1,538		1,686,988
Health Care REIT, Inc. 5.25%, 1/15/22			1,945		2,115,495
Host Hotels & Resorts LP Series D 3.75%, 10/15/23			23		22,213
Trust F/1401 5.25%, 12/15/24^(c)			1,555		1,621,087

					5,445,783

					41,553,768

Utility – 1.1%
Electric – 0.8%
CMS Energy Corp. 5.05%, 3/15/22			669		727,301
Constellation Energy Group, Inc. 5.15%, 12/01/20			263		287,822
Entergy Corp. 4.00%, 7/15/22			1,308		1,318,399
Exelon Corp. 2.85%, 6/15/20			2,470		2,465,722
Exelon Generation Co. LLC 4.25%, 6/15/22			763		782,540

					5,581,784


AB POOLING PORTFOLIOS •			117

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		Principal Amount (000)		U.S. $ Value


Natural Gas – 0.3%
Talent Yield Investments Ltd. 4.50%, 4/25/22^(c)	U.S.$		2,090	$	2,155,291

					7,737,075

Total Corporates - Investment Grade (cost $132,031,859)					132,165,812


ASSET-BACKED SECURITIES – 11.1%
Autos - Fixed Rate – 6.1%
Ally Master Owner Trust Series 2015-3, Class A 1.63%, 5/15/20			1,572		1,569,282
AmeriCredit Automobile Receivables Trust Series 2013-3, Class A3 0.92%, 4/09/18			1,584		1,584,570
Series 2013-4, Class A3 0.96%, 4/09/18			740		740,301
ARI Fleet Lease Trust Series 2013-A, Class A2 0.70%, 12/15/15^(c)			34		34,285
Series 2014-A, Class A2 0.81%, 11/15/22^(c)			535		534,737
Avis Budget Rental Car Funding AESOP LLC Series 2013-2A, Class A 2.97%, 2/20/20^(c)			3,140		3,220,548
Series 2014-1A, Class A 2.46%, 7/20/20^(c)			1,591		1,602,982
Bank of The West Auto Trust Series 2015-1, Class A3 1.31%, 10/15/19^(c)			1,506		1,505,209
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			1,585		1,591,652
Series 2015-2, Class A3 1.31%, 8/15/19			1,210		1,209,133
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			324		323,791
Series 2014-1, Class B 2.22%, 1/22/19			400		404,582
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20^(c)			749		749,095
Series 2014-B, Class A 1.11%, 11/15/18^(c)			715		713,947


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		Principal Amount (000)		U.S. $ Value


Drive Auto Receivables Trust Series 2015-BA, Class A2A 0.93%, 12/15/17^(c)	U.S.$		721	$	720,784
Series 2015-CA, Class A2A 1.03%, 2/15/18^(c)			854		853,771
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19^(c)			474		473,054
Series 2015-1, Class A2 1.30%, 9/20/20^(c)			1,491		1,483,454
Exeter Automobile Receivables Trust Series 2013-1A, Class A 1.29%, 10/16/17^(c)			46		46,462
Series 2014-1A, Class A 1.29%, 5/15/18^(c)			253		253,578
Series 2014-2A, Class A 1.06%, 8/15/18^(c)			287		286,657
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18^(c)			133		133,028
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16^(c)	CAD		68		51,948
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18	U.S.$		645		643,433
Series 2014-2, Class A 2.31%, 4/15/26^(c)			1,373		1,381,156
GM Financial Automobile Leasing Trust Series 2015-1, Class A2 1.10%, 12/20/17			1,476		1,479,283
Series 2015-2, Class A3 1.68%, 12/20/18			1,723		1,734,949
GMF Floorplan Owner Revolving Trust Series 2015-1, Class A1 1.65%, 5/15/20^(c)			730		725,002
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			780		779,769
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17^(c)			4,705		4,706,308
Series 2013-1A, Class B2 2.48%, 8/25/19^(c)			853		839,111
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17^(c)			1,032		1,032,054


AB POOLING PORTFOLIOS •			119

AB Bond Inflation Protection Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2015-B, Class A3 1.40%, 11/15/18^(c)	U.S.$		1,190	$	1,190,724
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			585		590,956
Mercedes Benz Auto Lease Trust Series 2014-A, Class A2A 0.48%, 6/15/16			157		157,431
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17^(c)			3,196		3,182,807
Nissan Auto Lease Trust Series 2015-A, Class A3 1.40%, 6/15/18			1,287		1,290,954
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			477		477,506
Series 2015-3, Class A2A 1.02%, 9/17/18			1,298		1,298,031
Series 2015-4,Class A2A 1.20%, 12/17/18			704		703,987
TCF Auto Receivables Owner Trust Series 2015-1A, Class A2 1.02%, 8/15/18^(c)			1,736		1,734,542

					44,034,853

Credit Cards - Fixed Rate – 1.8%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			901		903,213
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			1,685		1,721,827
Capital One Multi-Asset Execution Trust Series 2015-A5, Class A5 1.60%, 5/17/21			1,487		1,489,690
Citibank Credit Card Issuance Trust Series 2005-A9, Class A9 5.10%, 11/20/17			1,300		1,312,054
Discover Card Execution Note Trust Series 2015-A2, Class A 1.90%, 10/17/22			1,526		1,512,796
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			2,269		2,288,988
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			1,310		1,320,400


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		Principal Amount (000)		U.S. $ Value


Series 2013-A, Class A 1.61%, 12/15/21	U.S.$		809	$	809,741
Series 2015-B,Class A 2.55%, 6/17/24			1,163		1,162,812

					12,521,521

Autos - Floating Rate – 1.7%
BMW Floorplan Master Owner Trust Series 2012-1A, Class A 0.598%, 9/15/17^(c)(e)			3,034		3,034,182
Series 2015-1A, Class A 0.698%, 7/15/20^(c)(e)			2,227		2,227,366
Ford Credit Floorplan Master Owner Trust A Series 2015-2, Class A2 0.757%, 1/15/22^(e)			1,429		1,424,031
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.583%, 7/20/19^(e)			996		991,538
Series 2015-1, Class A 0.703%, 1/20/20^(e)			1,290		1,280,319
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.742%, 12/10/27^(c)(e)			1,611		1,613,465
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.949%, 10/25/19^(c)(e)			1,301		1,295,306

					11,866,207

Credit Cards - Floating Rate – 0.8%
Cabela’s Credit Card Master Note Trust Series 2014-1, Class A 0.548%, 3/16/20^(e)			600		596,548
Discover Card Execution Note Trust Series 2015-A1, Class A1 0.548%, 8/17/20^(e)			1,228		1,227,086
First National Master Note Trust Series 2013-2, Class A 0.728%, 10/15/19^(e)			1,619		1,621,113
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.578%, 12/15/19^(e)			1,715		1,716,072
Series 2015-A, Class A 0.678%, 2/15/22^(e)			850		846,452

					6,007,271

Other ABS - Fixed Rate – 0.7%
CIT Equipment Collateral Series 2014-VT1, Class A2 0.86%, 5/22/17^(c)			1,911		1,910,933


AB POOLING PORTFOLIOS •			121

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		Principal Amount (000)		U.S. $ Value


CNH Equipment Trust Series 2015-A, Class A4 1.85%, 4/15/21	U.S.$		1,021	$	1,018,722
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16^(c)			669		668,553
SBA Tower Trust Series 2014-1A, Class C 2.898%, 10/15/44^(c)			1,573		1,565,219

					5,163,427

Total Asset-Backed Securities (cost $79,561,784)					79,593,279


COMMERCIAL MORTGAGE-BACKED SECURITIES – 9.8%
Non-Agency Fixed Rate CMBS – 8.0%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			3,213		3,416,492
Series 2007-5, Class AM 5.772%, 2/10/51			618		651,767
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			1,182		1,197,467
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33^(c)			1,950		1,977,637
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35^(c)			1,970		2,013,852
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.968%, 3/15/49			498		505,519
Series 2015-GC27, Class A5 3.137%, 2/10/48			1,475		1,446,064
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.96%, 5/15/46			1,965		2,089,448
Commercial Mortgage Trust Series 2006-C8, Class A1A 5.292%, 12/10/46			1,412		1,465,019
Series 2007-GG9, Class A4 5.444%, 3/10/39			2,892		3,018,253
Series 2007-GG9, Class AM 5.475%, 3/10/39			1,282		1,328,247


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		Principal Amount (000)		U.S. $ Value


Series 2013-SFS, Class A1 1.873%, 4/12/35^(c)	U.S.$		806	$	791,373
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.889%, 6/15/39			947		972,880
CSAIL Commercial Mortgage Trust Series 2015-C3, Class A4 3.718%, 8/15/48			1,346		1,381,511
DBUBS Mortgage Trust Series 2011-LC1A, Class E 5.735%, 11/10/46^(c)			763		823,799
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31^(c)			1,320		1,326,501
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27^(c)			1,916		1,944,480
GS Mortgage Securities Trust Series 2007-GG10, Class A4 5.989%, 8/10/45			1,160		1,224,679
Series 2013-G1, Class A1 2.059%, 4/10/31^(c)			1,522		1,490,589
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41^(c)			473		471,585
Series 2006-CB15, Class A4 5.814%, 6/12/43			1,903		1,930,614
Series 2006-LDP9, Class AM 5.372%, 5/15/47			778		797,080
Series 2007-CB19, Class AM 5.884%, 2/12/49			700		737,215
Series 2007-LD12, Class AM 6.208%, 2/15/51			598		638,224
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			3,844		4,016,791
Series 2008-C2, Class A1A 5.998%, 2/12/51			1,573		1,696,147
Series 2010-C2, Class A1 2.749%, 11/15/43^(c)			657		664,757
Series 2011-C5, Class D 5.50%, 8/15/46^(c)			552		566,166
JPMBB Commercial Mortgage Securities Trust Series 2015-C31, Class A3 3.801%, 8/15/48			1,273		1,308,758
LB-UBS Commercial Mortgage Trust Series 2007-C1, Class AM 5.455%, 2/15/40			620		650,076


AB POOLING PORTFOLIOS •			123

AB Bond Inflation Protection Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41^(c)	U.S.$		1,211	$	1,226,836
Series 2015-3, Class A2 2.729%, 4/20/48^(c)			1,505		1,519,888
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			1,182		1,216,901
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			2,070		2,144,855
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			317		317,976
Series 2012-C4, Class A5 2.85%, 12/10/45			637		628,235
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			3,694		3,719,193
Series 2006-C26, Class A1A 6.009%, 6/15/45			882		906,001
WFRBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			1,776		1,808,577
Series 2014-C20, Class A2 3.036%, 5/15/47			1,218		1,256,460

					57,287,912

Non-Agency Floating Rate CMBS – 1.5%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.518%, 11/15/19^(c)(e)			1,065		1,059,656
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.092%, 6/11/27^(c)(e)			1,490		1,486,359
Series 2014-SAVA, Class A 1.348%, 6/15/34^(c)(e)			1,033		1,030,674
H/2 Asset Funding NRE Series 2015-1A 1.849%, 6/24/49^(c)(e)			1,489		1,485,261
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.118%, 6/15/29^(c)(e)			1,987		1,981,530
PFP III Ltd. Series 2014-1, Class A 1.357%, 6/14/31^(c)(e)			616		615,408


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		Principal Amount (000)		U.S. $ Value


Resource Capital Corp. Ltd. Series 2014-CRE2, Class A 1.248%, 4/15/32^(c)(e)	U.S.$		827	$	823,141
Starwood Retail Property Trust Series 2014-STAR, Class A 1.418%, 11/15/27^(c)(e)			1,299		1,293,009
Wells Fargo Commercial Mortgage Trust Series 2015-SG1, Class C 4.62%, 12/15/47^(f)			1,206		1,161,469

					10,936,507

Agency CMBS – 0.3%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A1 2.746%, 12/25/19			2,416		2,481,540


Total Commercial Mortgage-Backed Securities (cost $72,086,821)					70,705,959


CORPORATES - NON-INVESTMENT GRADE – 2.6%
Financial Institutions – 1.4%
Banking – 1.2%
Bank of America Corp. Series Z 6.50%, 10/23/24^(d)			480		494,400
Bank of Ireland 1.787%, 9/22/15^(e)(g)	CAD		1,060		781,544
Barclays Bank PLC 6.86%, 6/15/32^(c)(d)	U.S.$		255		288,150
7.625%, 11/21/22			596		679,440
7.75%, 4/10/23			686		740,880
BNP Paribas SA 7.375%, 8/19/25^(c)(d)			530		542,720
Credit Agricole SA 7.875%, 1/23/24^(c)(d)			368		376,280
Credit Suisse Group AG 7.50%, 12/11/23^(c)(d)			305		323,300
HBOS Capital Funding LP 4.939%, 5/23/16^(d)	EUR		2,440		2,724,374
Intesa Sanpaolo SpA 5.017%, 6/26/24^(c)	U.S.$		1,365		1,334,211
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22^(c)			285		312,184
Societe Generale SA 5.922%, 4/05/17^(c)(d)			230		236,325

					8,833,808


AB POOLING PORTFOLIOS •			125

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		Principal Amount (000)		U.S. $ Value


Finance – 0.2%
AerCap Aviation Solutions BV 6.375%, 5/30/17	U.S.$		453	$	475,650
International Lease Finance Corp. 5.875%, 4/01/19			539		573,362

					1,049,012

					9,882,820

Industrial – 1.0%
Basic – 0.0%
Novelis, Inc. 8.375%, 12/15/17			166		166,207


Communications - Media – 0.0%
CSC Holdings LLC 8.625%, 2/15/19			268		301,500


Communications - Telecommunications – 0.5%
Numericable-SFR SAS 5.375%, 5/15/22^(c)	EUR		283		327,007
Sprint Capital Corp. 6.90%, 5/01/19	U.S.$		2,165		2,194,769
Sprint Corp. 7.875%, 9/15/23			810		778,612

					3,300,388

Consumer Cyclical - Automotive – 0.1%
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			352		366,960


Consumer Cyclical - Other – 0.1%
KB Home 4.75%, 5/15/19			632		620,940
MCE Finance Ltd. 5.00%, 2/15/21^(c)			385		350,350

					971,290

Energy – 0.2%
ONEOK, Inc. 4.25%, 2/01/22			1,321		1,083,220
SM Energy Co. 6.50%, 1/01/23			74		71,151
Transocean, Inc. 6.50%, 11/15/20			785		646,644

					1,801,015

Technology – 0.1%
Advanced Micro Devices, Inc. 6.75%, 3/01/19			605		426,525

					7,333,885


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		Principal Amount (000)		U.S. $ Value


Utility – 0.2%
Electric – 0.2%
AES Corp./VA 7.375%, 7/01/21	U.S.$		700	$	754,250
NRG Energy, Inc. Series WI 6.25%, 5/01/24			532		505,400

					1,259,650

Total Corporates - Non-Investment Grade (cost $19,837,385)					18,476,355


COLLATERALIZED MORTGAGE OBLIGATIONS – 2.4%
GSE Risk Share Floating Rate – 2.3%
Bellemeade Re Ltd. Series 2015-1A, Class M1 2.689%, 7/25/25^(c)(e)			1,299		1,300,824
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.449%, 11/25/23^(e)			1,940		1,927,728
Series 2014-DN2, Class M1 1.049%, 4/25/24^(e)			543		541,783
Series 2014-DN3, Class M3 4.199%, 8/25/24^(e)			1,965		1,904,453
Series 2014-DN4, Class M3 4.741%, 10/25/24^(e)			250		250,303
Series 2014-HQ3, Class M3 4.949%, 10/25/24^(e)			1,210		1,213,936
Series 2015-DNA1, Class M3 3.499%, 10/25/27^(e)			315		299,067
Series 2015-DNA2, Class M2 2.799%, 12/25/27^(e)			2,560		2,575,625
Series 2015-HQ1, Class M2 2.399%, 3/25/25^(e)			535		532,861
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M1 1.399%, 7/25/24^(e)			563		561,304
Series 2014-C04, Class 1M2 5.099%, 11/25/24^(e)			1,111		1,115,884
Series 2014-C04, Class 2M2 5.199%, 11/25/24^(e)			415		418,613
Series 2015-C01, Class 1M2 4.499%, 2/25/25^(e)			835		812,980
Series 2015-C01, Class 2M2 4.749%, 2/25/25^(e)			732		727,567


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AB Bond Inflation Protection Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Series 2015-C02, Class 2M2 4.199%, 5/25/25^(e)	U.S.$		895	$	853,342
Series 2015-C03, Class 1M2 5.199%, 7/25/25^(e)			340		341,042
Series 2015-C03, Class 2M2 5.199%, 7/25/25^(e)			1,095		1,092,985

					16,470,297

Agency Fixed Rate – 0.1%
Federal National Mortgage Association REMICS Series 2010-117, Class DI 4.50%, 5/25/25^(h)			4,759		473,768


Total Collateralized Mortgage Obligations (cost $17,212,686)					16,944,065


GOVERNMENTS - SOVEREIGN AGENCIES – 0.7%
Governments - Sovereign Agencies – 0.7%
Brazil – 0.1%
Petrobras Global Finance BV 5.75%, 1/20/20			1,450		1,318,963


Canada – 0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23^(c)			730		733,650


Colombia – 0.1%
Ecopetrol SA 5.875%, 5/28/45			547		443,070


Israel – 0.2%
Israel Electric Corp. Ltd. 5.00%, 11/12/24^(c)			1,380		1,425,402


Morocco – 0.1%
OCP SA 5.625%, 4/25/24^(c)			515		527,978


United Kingdom – 0.1%
Royal Bank of Scotland Group PLC 7.50%, 8/10/20^(d)			735		736,838


Total Governments - Sovereign Agencies (cost $5,429,386)					5,185,901


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		Principal Amount (000)		U.S. $ Value


QUASI-SOVEREIGNS – 0.6%
Quasi-Sovereign Bonds – 0.6%
Chile – 0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24^(c)	U.S.$		586	$	606,105


Malaysia – 0.2%
Petronas Capital Ltd. 5.25%, 8/12/19^(c)			1,500		1,629,586


Mexico – 0.1%
Petroleos Mexicanos 3.50%, 7/18/18			526		535,994


United Arab Emirates – 0.2%
IPIC GMTN Ltd. 3.75%, 3/01/17^(c)			1,695		1,747,969


Total Quasi-Sovereigns (cost $4,402,327)					4,519,654


GOVERNMENTS - TREASURIES – 0.4%
Brazil – 0.4%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17 (cost $3,882,428)	BRL		10,010		2,626,704


EMERGING MARKETS - CORPORATE BONDS – 0.2%
Industrial – 0.2%
Communications - Telecommunications – 0.1%
Comcel Trust via Comunicaciones Celulares SA 6.875%, 2/06/24^(c)	U.S.$		387		397,642


Consumer Non-Cyclical – 0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20^(c)			760		768,550
Virgolino de Oliveira Finance SA 10.50%, 1/28/18^(i)(j)			761		6,659
11.75%, 2/09/22^(i)(j)			270		2,700

					777,909

Total Emerging Markets - Corporate Bonds (cost $1,692,970)					1,175,551


AB POOLING PORTFOLIOS •			129

AB Bond Inflation Protection Portfolio—Portfolio of Investments

Company

Shares

U.S. $ Value

COMMON STOCKS – 0.1%

Mt Logan Re Ltd. (Preference Shares)^(k)(l)
(cost $1,100,000)

1,100

1,139,080

PREFERRED STOCKS – 0.1%

Insurance – 0.1%

Allstate Corp. (The)
5.10%
(cost $740,144)

27,700

712,444

Principal
Amount
(000)

GOVERNMENTS - SOVEREIGN
BONDS – 0.1%

Mexico – 0.1%

Mexico Government International Bond 5.95%, 3/19/19
(cost $393,838)

U.S.$

348

388,890

Shares

SHORT-TERM INVESTMENTS – 0.5%

Investment Companies – 0.5%

AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(m)(n)
(cost $3,467,407)

3,467,407

Total Investments – 127.6%
(cost $933,525,838)

914,921,266

Other assets less liabilities – (27.6)%

(197,902,998

)

Net Assets – 100.0%

717,018,268

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Canada 10 Yr Bond Future		68		December 2015	$	7,415,708	$	7,309,638	$	(106,070	)
U.S. Ultra Bond (CBT) Futures		43		December 2015		7,058,394		6,811,469		(246,925	)

Sold Contracts
Euro-BOBL Futures		192		September 2015		28,031,052		28,015,342		15,710
U.S. Long Bond (CBT) Futures		24		December 2015		3,749,323		3,711,000		38,323
U.S. T-Note 10 Yr (CBT) Futures		174		December 2015		22,288,962		22,108,875		180,087
U.S. T-Note 2 Yr (CBT) Futures		170		December 2015		37,192,562		37,139,687		52,875

									$	(66,000	)


130		• AB POOLING PORTFOLIOS

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FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		EUR	12,164		USD	13,449		9/18/15	$	(203,407	)
Deutsche Bank AG		BRL	9,729		USD	2,668		9/02/15		(14,750	)
Deutsche Bank AG		USD	2,714		BRL	9,729		9/02/15		(31,167	)
Deutsche Bank AG		BRL	9,729		USD	2,686		10/02/15		31,655
Deutsche Bank AG		CAD	798		USD	601		10/02/15		(5,046	)
Goldman Sachs Bank USA		BRL	10,218		USD	2,981		9/02/15		163,658
Goldman Sachs Bank USA		USD	2,802		BRL	10,218		9/02/15		15,491
HSBC Bank USA		AUD	7,080		USD	5,189		9/25/15		155,925
Morgan Stanley & Co., Inc.		SGD	10,153		USD	7,185		9/18/15		(5,172	)
State Street Bank & Trust Co.		USD	140		BRL	489		9/02/15		(4,955	)
UBS AG		GBP	2,429		USD	3,778		9/24/15		51,827

									$	154,059

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)


Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.97	%	$	14,957	$	(1,079,792	)	$	(378,360	)
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)		2.97			5,995		(432,819	)		(273,300	)
CDX-NAIG Series 22, 5 Year Index, 6/20/19*		(1.00	)		0.71			23,810		(304,843	)		(48,812	)

									$	(1,817,454	)	$	(700,472	)

Termination Date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)


					Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	CAD	35,660		3/10/17	0.973%	3 Month CDOR	$	(112,307	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	47,230		3/11/17	2.140%	3 Month BBSW		(95,911	)
Morgan Stanley & Co., LLC/(CME Group)	CAD	33,470		6/05/17	1.054%	3 Month CDOR		(155,006	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	65,930		6/09/17	3.366%	3 Month BKBM		(422,903	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	42,090		6/09/17	2.218%	3 Month BBSW		(150,249	)


AB POOLING PORTFOLIOS •			131

AB Bond Inflation Protection Portfolio—Portfolio of Investments


					Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	$	43,660		5/06/19	3 Month LIBOR	1.751%	$	847,639
Morgan Stanley & Co., LLC/(CME Group)		8,240		7/02/19	3 Month LIBOR	1.701%		112,754
Morgan Stanley & Co., LLC/(CME Group)		14,230		10/31/19	3 Month LIBOR	1.747%		241,311
Morgan Stanley & Co., LLC/(CME Group)	AUD	14,575		5/18/20	3 Month LIBOR	1.663%		120,466
Morgan Stanley & Co., LLC/(CME Group)	GBP	12,180		6/05/20	6 Month LIBOR	1.651%		105,260
Morgan Stanley & Co., LLC/(CME Group)	$	12,070		8/11/20	3 Month LIBOR	1.712%		56,941
Morgan Stanley & Co., LLC/(CME Group)		4,910		1/14/24	2.980%	3 Month LIBOR		(347,201	)
Morgan Stanley & Co., LLC/(CME Group)		4,330		2/14/24	2.889%	3 Month LIBOR		(264,996	)
Morgan Stanley & Co., LLC/(CME Group)		6,120		4/28/24	2.817%	3 Month LIBOR		(387,974	)
Morgan Stanley & Co., LLC/(CME Group)		4,360		5/06/24	2.736%	3 Month LIBOR		(244,054	)
Morgan Stanley & Co., LLC/(CME Group)		3,520		5/29/24	3 Month LIBOR	2.628%		159,473
Morgan Stanley & Co., LLC/(CME Group)		8,860		7/02/24	2.632%	3 Month LIBOR		(375,055	)
Morgan Stanley & Co., LLC/(CME Group)		4,440		7/10/24	2.674%	3 Month LIBOR		(201,008	)
Morgan Stanley & Co., LLC/(CME Group)		3,550		7/18/24	3 Month LIBOR	2.668%		156,410
Morgan Stanley & Co., LLC/(CME Group)		5,140		9/24/24	3 Month LIBOR	2.691%		276,530
Morgan Stanley & Co., LLC/(CME Group)	AUD	7,190		3/11/25	6 Month BBSW	2.973%		14,599
Morgan Stanley & Co., LLC/(CME Group)	$	4,250		4/21/25	1.991%	3 Month LIBOR		61,097
Morgan Stanley & Co., LLC/(CME Group)	NZD	7,685		6/09/25	3 Month BKBM	4.068%		212,317
Morgan Stanley & Co., LLC/(CME Group)	AUD	4,560		6/09/25	6 Month BBSW	3.384%		117,353
Morgan Stanley & Co., LLC/(CME Group)	$	2,500		6/09/25	2.488%	3 Month LIBOR		(68,332	)
Morgan Stanley & Co., LLC/(CME Group)		8,120		8/04/25	2.293%	3 Month LIBOR		(42,929	)
Morgan Stanley & Co., LLC/(CME Group)	GBP	1,130		6/05/45	2.396%	6 Month LIBOR		(77,799	)
Morgan Stanley & Co., LLC/(CME Group)	$	1,050		8/06/45	2.692%	3 Month LIBOR		2,709

							$	(460,865	)


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CREDIT DEFAULT SWAPS (see Note C)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank, NA:
Advanced Micro Devices, Inc., 7.75%, 8/01/20, 3/20/19*		(5.00	)%		13.59	%	$	605	$	130,936		$	38,435		$	92,501
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.60			1,009		(57,082	)		(47,155	)		(9,927	)
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.60			1,156		(65,399	)		(56,019	)		(9,380	)

Sale Contracts
Bank of America, NA:
Societe Generale, 3.75% 3/01/17, 12/20/17*		3.00			0.49		EUR	1,400		100,316			40,192			60,124
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00			0.48		$	2,140		27,110			(30,933	)		58,043
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.87			227		1,260			(2,332	)		3,592
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.87			134		747			(1,239	)		1,986
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.87			92		513			(949	)		1,462
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.87			92		510			(944	)		1,454

									$	138,911		$	(60,944	)	$	199,855

Termination Date


AB POOLING PORTFOLIOS •			133

AB Bond Inflation Protection Portfolio—Portfolio of Investments

INFLATION (CPI) SWAPS (see Note C)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	15,500		1/15/16	CPI^#		0.970	%	$	172,829
Barclays Bank PLC		2,520		7/15/19	1.370%		CPI	^#		(2,508	)
Barclays Bank PLC		42,130		7/15/20	1.527%		CPI	^#		(65,296	)
Barclays Bank PLC		14,120		1/15/21	1.490%		CPI	^#		(22,479	)
Citibank, NA		15,500		1/15/16	0.945%		CPI	^#		(168,438	)
Deutsche Bank AG		48,590		7/15/21	1.574%		CPI	^#		(26,683	)
JPMorgan Chase Bank, NA		17,240		1/15/20	1.795%		CPI	^#		(247,399	)
Morgan Stanley Capital Services LLC		10,900		7/15/17	1.955%		CPI	^#		(398,547	)

									$	(758,521	)

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

INTEREST RATE SWAPS (see Note C)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services LLC	$	5,480		2/21/42	2.813%	3 Month LIBOR	$	(134,045	)
Morgan Stanley Capital Services LLC		3,990		3/06/42	2.804%	3 Month LIBOR		(140,178	)

							$	(274,223	)

REVERSE REPURCHASE AGREEMENTS (see Note C)


Broker	Interest Rate			Maturity		U.S. $ Value at August 31, 2015
Bank of America		0.41	%		10/13/15	$	25,095,689
Bank of America⁺		0.22	%		—		9,113,646
Bank of America⁺		0.22	%		—		7,288,260
Barclays Capital, Inc.⁺		0.27	%		—		9,929,888
HSBC		0.21	%		10/15/15		23,230,597
HSBC		0.21	%		10/22/15		15,098,555
HSBC		0.21	%		10/26/15		17,179,610
HSBC		0.21	%		10/28/15		19,775,509
HSBC⁺		0.21	%		—		9,599,944
HSBC⁺		0.21	%		—		7,160,011
JPMorgan Chase		0.31	%		10/22/15		49,543,736
JPMorgan Chase		0.34	%		11/09/15		56,629,471

						$	249,644,916

The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on August 31, 2015

(a)

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


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AB Bond Inflation Protection Portfolio—Portfolio of Investments

(b)

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

(c)

(d)

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

(e)

Floating Rate Security. Stated interest rate was in effect at August 31, 2015.

(f)

Variable rate coupon, rate shown as of August 31, 2015.

(g)

Illiquid security.

(h)

IO – Interest Only

(i)

Security is in default and is non-income producing.

(j)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.00% of net assets as of August 31, 2015, are considered illiquid and restricted.


Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Virgolino de Oliveira Finance SA
10.50%, 1/28/18		1/24/14	$	420,913	$	6,659		0.00	%
Virgolino de Oliveira Finance SA
11.75%, 2/09/22		1/30/14		132,510		2,700		0.00	%

(k)

The security is subject to a 12 month lock-up period, after which semi-annual redemptions are permitted.

(l)

Restricted and illiquid security.


Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Mt Logan Re Ltd. (Preference Shares)		12/30/14	$	1,100,000	$	1,139,080		0.16	%

(m)

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

(n)

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

Currency Abbreviations:

AUD

– Australian Dollar

BRL

– Brazilian Real

CAD

– Canadian Dollar

EUR

– Euro

GBP

– Great British Pound

NZD

– New Zealand Dollar

SGD

– Singapore Dollar

USD

– United States Dollar

Glossary:

ABS

– Asset-Backed Securities

– Banker’s Acceptance

BBSW

– Bank Bill Swap Reference Rate (Australia)

BKBM

– Bank Bill Benchmark (New Zealand)

CBT

– Chicago Board of Trade

CDOR

– Canadian Dealer Offered Rate

CDX-NAHY

– North American High Yield Credit Default Swap Index

CDX-NAIG

– North American Investment Grade Credit Default Swap Index

CFC

– Customer Facility Charge

CMBS

– Commercial Mortgage-Backed Securities

CME

– Chicago Mercantile Exchange


AB POOLING PORTFOLIOS •			135

AB Bond Inflation Protection Portfolio—Portfolio of Investments

CPI

– Consumer Price Index

FHLMC

– Federal Home Loan Mortgage Corporation

GMTN

– Global Medium Term Note

GSE

– Government-Sponsored Enterprise

INTRCONX

– Inter-Continental Exchange

LIBOR

– London Interbank Offered Rates

REIT

– Real Estate Investment Trust

REMICs

– Real Estate Mortgage Investment Conduits

TIPS

– Treasury Inflation Protected Security

See notes to financial statements.


136		• AB POOLING PORTFOLIOS

AB Bond Inflation Protection Portfolio—Portfolio of Investments

AB HIGH-YIELD PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


		Principal Amount (000)		U.S. $ Value


CORPORATES - NON-INVESTMENT GRADE – 75.5%
Industrial – 60.6%
Basic – 3.8%
AK Steel Corp. 7.625%, 5/15/20	U.S.$		61	$	39,955
8.75%, 12/01/18			130		130,000
Aleris International, Inc. 7.625%, 2/15/18			264		259,380
7.875%, 11/01/20			230		222,525
ArcelorMittal 5.125%, 6/01/20			180		177,750
6.125%, 6/01/18^(a)			1,330		1,383,200
6.125%, 6/01/25			97		89,483
6.25%, 3/01/21			249		245,576
7.75%, 10/15/39			922		855,155
Arch Coal, Inc. 7.25%, 6/15/21			594		81,675
Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B 7.375%, 5/01/21^(b)			275		294,222
Axiall Corp. 4.875%, 5/15/23			269		260,930
Chemours Co. (The) 7.00%, 5/15/25^(b)			262		224,010
Cliffs Natural Resources, Inc. 7.75%, 3/31/20^(b)			406		157,325
8.25%, 3/31/20^(b)			323		293,930
Commercial Metals Co. 6.50%, 7/15/17			336		347,760
Consolidated Energy Finance SA 6.75%, 10/15/19^(b)			540		533,142
Emeco Pty Ltd. 9.875%, 3/15/19^(b)			481		312,650
FMG Resources August 206 Pty Ltd. 6.875%, 4/01/22^(b)			240		148,800
9.75%, 3/01/22^(b)			131		119,701
Hexion, Inc. 8.875%, 2/01/18			102		88,740
Huntsman International LLC 5.125%, 11/15/22^(b)			680		646,000
INEOS Group Holdings SA 6.125%, 8/15/18^(b)			345		345,431
Jefferson Smurfit Corp./US 8.25%, 10/01/12^(c)(d)			630		315
JMC Steel Group, Inc. 8.25%, 3/15/18^(a)(b)			201		159,293


AB POOLING PORTFOLIOS •			137

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Kerling PLC 10.625%, 2/01/17^(b)	EUR		255	$	291,494
Lundin Mining Corp. 7.50%, 11/01/20^(b)	U.S.$		244		240,950
7.875%, 11/01/22^(b)			236		232,460
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/28^(e)(f)			645		96,750
Momentive Performance Materials, Inc. 3.88%, 10/24/21			461		393,291
8.875%, 10/15/20^(d)(g)(h)			461		– 0	–
Novelis, Inc. 8.75%, 12/15/20			509		507,727
Peabody Energy Corp. 6.00%, 11/15/18			1,192		396,340
Ryerson, Inc./Joseph T. Ryerson & Son, Inc. 9.00%, 10/15/17			387		353,137
Smurfit Kappa Acquisitions 4.875%, 9/15/18^(b)			400		417,000
Smurfit-Stone Container Enterprises, Inc. 8.00%, 3/15/17^(c)(d)			650		325
Steel Dynamics, Inc. 6.125%, 8/15/19			645		668,381
Thompson Creek Metals Co., Inc. 7.375%, 6/01/18			341		204,600
9.75%, 12/01/17			470		430,050
Univar USA, Inc. 6.75%, 7/15/23^(b)			320		318,400
WR Grace & Co.-Conn 5.125%, 10/01/21^(b)			211		213,638

					12,181,491

Capital Goods – 4.7%
Accudyne Industries Borrower/Accudyne Industries LLC 7.75%, 12/15/20^(b)			328		285,360
Apex Tool Group LLC 7.00%, 2/01/21^(b)			368		309,120
Ardagh Finance Holdings SA 8.625%, 6/15/19^(b)(i)			414		436,522
Ardagh Packaging Finance PLC 9.25%, 10/15/20^(b)	EUR		145		169,887
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. 6.00%, 6/30/21^(b)	U.S.$		570		565,611
Berry Plastics Corp. 5.125%, 7/15/23			299		279,565
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Issuer 6.00%, 6/15/17^(b)			171		170,145


138		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Bombardier, Inc. 6.00%, 10/15/22^(b)	U.S.$		1,135	$	851,250
6.125%, 1/15/23^(b)			1,023		762,135
7.45%, 5/01/34^(b)			564		394,800
7.50%, 3/15/25^(b)			268		203,010
CNH Industrial Capital LLC 3.375%, 7/15/19			285		277,163
3.625%, 4/15/18			795		789,037
EnerSys 5.00%, 4/30/23^(b)			210		202,388
EnPro Industries, Inc. 5.875%, 9/15/22			266		267,330
Gardner Denver, Inc. 6.875%, 8/15/21^(b)			176		156,640
KLX, Inc. 5.875%, 12/01/22^(b)			238		233,240
Manitowoc Co., Inc. (The) 8.50%, 11/01/20			252		264,128
Milacron LLC/Mcron Finance Corp. 7.75%, 2/15/21^(b)			308		315,700
Nuverra Environmental Solutions, Inc. 9.875%, 4/15/18			70		45,500
Owens-Brockway Glass Container, Inc. 5.875%, 8/15/23^(b)			74		75,295
Owens-Illinois, Inc. 7.80%, 5/15/18			290		320,450
Pactiv LLC 7.95%, 12/15/25			597		576,105
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 8.25%, 2/15/21			1,309		1,346,634
9.00%, 4/15/19			1,110		1,134,975
9.875%, 8/15/19			400		420,500
Sealed Air Corp. 4.875%, 12/01/22^(b)			136		136,000
6.875%, 7/15/33^(b)			1,181		1,189,857
SIG Combibloc Holdings SCA 7.75%, 2/15/23^(b)	EUR		147		170,251
SPX Corp. 6.875%, 9/01/17	U.S.$		300		319,500
Summit Materials LLC/Summit Materials Finance Corp. 10.50%, 1/31/20			127		136,843
TransDigm, Inc. 6.00%, 7/15/22			530		522,129
6.50%, 7/15/24			481		470,178


AB POOLING PORTFOLIOS •			139

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


United Rentals North America, Inc. 5.50%, 7/15/25	U.S.$		758	$	731,470
5.75%, 11/15/24			586		577,210

					15,105,928

Communications - Media – 9.3%
Altice Financing SA 6.625%, 2/15/23^(b)			672		668,640
Arqiva Broadcast Finance PLC 9.50%, 3/31/20^(b)	GBP		555		925,301
CCO Holdings LLC/CCO Holdings Capital Corp. 5.125%, 2/15/23	U.S.$		785		783,037
5.875%, 5/01/27^(b)			334		327,320
Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125%, 12/15/21^(b)			855		783,394
Clear Channel Worldwide Holdings, Inc. 6.50%, 11/15/22			525		530,512
Series A 7.625%, 3/15/20			100		102,500
Series B 6.50%, 11/15/22			675		697,275
CSC Holdings LLC 5.25%, 6/01/24			362		335,936
7.625%, 7/15/18			1,140		1,248,300
DISH DBS Corp. 5.00%, 3/15/23			550		485,722
5.875%, 11/15/24			1,893		1,724,996
Hughes Satellite Systems Corp. 7.625%, 6/15/21			965		1,055,469
iHeartCommunications, Inc. 6.875%, 6/15/18			1,231		1,070,970
9.00%, 12/15/19-9/15/22			1,180		1,084,669
10.00%, 1/15/18			475		344,969
Intelsat Jackson Holdings SA 5.50%, 8/01/23^(a)			1,934		1,701,920
7.25%, 10/15/20			1,153		1,108,321
LGE HoldCo VI BV 7.125%, 5/15/24^(b)	EUR		510		623,586
Mediacom Broadband LLC/Mediacom Broadband Corp. 6.375%, 4/01/23	U.S.$		350		348,250
Nielsen Finance LLC/Nielsen Finance Co. 5.00%, 4/15/22^(b)			705		695,306
Radio One, Inc. 7.375%, 4/15/22^(b)			400		385,000
9.25%, 2/15/20^(b)			511		454,790
RR Donnelley & Sons Co. 8.25%, 3/15/19			390		433,875


140		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Sinclair Television Group, Inc. 5.625%, 8/01/24^(b)	U.S.$		1,165	$	1,108,206
6.125%, 10/01/22			539		541,695
Sirius XM Radio, Inc. 4.625%, 5/15/23^(b)			250		238,125
5.375%, 4/15/25^(b)			700		693,000
6.00%, 7/15/24^(b)			650		669,500
Starz LLC/Starz Finance Corp. 5.00%, 9/15/19			315		315,788
TEGNA, Inc. 4.875%, 9/15/21^(b)			455		449,313
5.125%, 7/15/20			170		175,950
5.50%, 9/15/24^(b)			114		112,860
6.375%, 10/15/23			710		743,725
Time, Inc. 5.75%, 4/15/22^(b)			959		915,845
Townsquare Media, Inc. 6.50%, 4/01/23^(b)			346		333,890
Unitymedia GmbH 6.125%, 1/15/25^(b)			497		509,425
Unitymedia Hessen GmbH & Co KG/Unitymedia NRW GmbH 5.00%, 1/15/25^(b)			273		266,858
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.50%, 1/15/23^(b)			580		595,950
Univision Communications, Inc. 5.125%, 5/15/23-2/15/25^(b)			1,914		1,858,815
UPCB Finance IV Ltd. 5.375%, 1/15/25^(b)			685		664,450
Videotron Ltd. 5.00%, 7/15/22			500		499,375
Virgin Media Finance PLC 4.875%, 2/15/22			208		194,480
6.00%, 10/15/24^(b)			982		1,007,777
Wave Holdco LLC/Wave Holdco Corp. 8.25% (8.25% Cash or 9.00% PIK), 7/15/19^(b)(i)			152		150,480
Ziggo Bond Finance BV 5.875%, 1/15/25^(b)			262		252,830

					30,218,395

Communications - Telecommunications – 7.3%
Altice Luxembourg SA 7.25%, 5/15/22^(b)	EUR		520		586,436
7.625%, 2/15/25^(b)	U.S.$		220		209,000
7.75%, 5/15/22^(b)			332		323,700


AB POOLING PORTFOLIOS •			141

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Altice US Finance II Corp. 7.75%, 7/15/25^(b)	U.S.$		408	$	397,800
CenturyLink, Inc. Series T 5.80%, 3/15/22			265		251,419
Series U 7.65%, 3/15/42			760		649,800
Series W 6.75%, 12/01/23			335		325,788
Columbus International, Inc. 7.375%, 3/30/21^(b)			829		866,305
CommScope Technologies Finance LLC 6.00%, 6/15/25^(b)			162		157,545
CommScope, Inc. 5.50%, 6/15/24^(b)			293		284,576
Frontier Communications Corp. 6.25%, 9/15/21			655		597,950
7.125%, 3/15/19			350		358,750
7.625%, 4/15/24			488		435,540
7.875%, 1/15/27			127		112,395
9.00%, 8/15/31			360		317,475
Level 3 Financing, Inc. 7.00%, 6/01/20			800		842,000
Numericable-SFR SAS 6.00%, 5/15/22^(b)			1,185		1,185,000
6.25%, 5/15/24^(b)			783		782,757
Sable International Finance Ltd. 6.875%, 8/01/22^(b)			344		347,440
Sprint Capital Corp. 6.875%, 11/15/28			95		81,700
8.75%, 3/15/32			1,310		1,239,587
Sprint Communications, Inc. 6.00%, 11/15/22			425		382,500
9.00%, 11/15/18^(b)			945		1,052,494
Sprint Corp. 7.125%, 6/15/24			360		332,888
7.25%, 9/15/21			520		505,700
7.625%, 2/15/25			1,502		1,401,554
7.875%, 9/15/23			1,583		1,521,659
T-Mobile USA, Inc. 6.25%, 4/01/21			900		929,520
6.375%, 3/01/25			1,300		1,328,600
6.50%, 1/15/24			715		734,663
Telecom Italia Capital SA 6.375%, 11/15/33			1,050		1,065,750
7.721%, 6/04/38			360		410,400


142		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Wind Acquisition Finance SA 4.75%, 7/15/20^(b)	U.S.$		380	$	382,850
6.50%, 4/30/20^(b)			510		536,775
7.375%, 4/23/21^(b)			1,383		1,414,117
Windstream Services LLC 6.375%, 8/01/23			460		337,599
7.50%, 4/01/23			340		266,053
Zayo Group LLC/Zayo Capital, Inc. 6.00%, 4/01/23^(b)			779		777,987

					23,734,072

Consumer Cyclical - Automotive – 2.2%
Affinia Group, Inc. 7.75%, 5/01/21			579		613,740
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			427		439,810
Exide Technologies Series AI 7.00%, 4/30/25^(c)(d)(i)(j)			978		836,563
11.00%, 4/30/20^(h)(i)			1,326		1,100,856
Gates Global LLC/Gates Global Co. 6.00%, 7/15/22^(b)			515		419,777
LKQ Corp. 4.75%, 5/15/23			1,084		1,039,285
Navistar International Corp. 8.25%, 11/01/21			322		278,530
Rhino Bondco SpA 5.486%, 12/15/19^(b)(k)	EUR		200		223,196
7.25%, 11/15/20^(b)			275		329,637
Schaeffler Holding Finance BV 6.875%, 8/15/18^(b)(i)			544		632,396
Titan International, Inc. 6.875%, 10/01/20	U.S.$		360		322,200
ZF North America Capital, Inc. 4.00%, 4/29/20^(b)			332		331,950
4.75%, 4/29/25^(b)			451		427,322

					6,995,262

Consumer Cyclical - Entertainment – 0.5%
AMC Entertainment, Inc. 5.75%, 6/15/25			324		322,380
Carlson Travel Holdings, Inc. 7.50% (7.50% Cash or 8.25% PIK), 8/15/19^(b)(i)			644		652,050
Regal Entertainment Group 5.75%, 3/15/22-6/15/23			645		645,129

					1,619,559


AB POOLING PORTFOLIOS •			143

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Consumer Cyclical - Other – 3.3%
Beazer Homes USA, Inc. 5.75%, 6/15/19	U.S.$		350	$	336,875
Boyd Gaming Corp. 9.00%, 7/01/20			870		933,075
Caesars Entertainment Operating Co., Inc. 9.00%, 2/15/20^(e)			145		124,338
10.00%, 12/15/18^(e)			825		257,812
Caesars Entertainment Resort Properties LLC/Caesars Entertainment Resort Prope 8.00%, 10/01/20			350		345,625
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375%, 5/01/22			380		318,250
DR Horton, Inc. 4.00%, 2/15/20			500		502,500
Eldorado Resorts, Inc. 7.00%, 8/01/23^(b)			229		227,283
International Game Technology PLC 6.25%, 2/15/22^(b)			558		536,729
6.50%, 2/15/25^(b)			450		426,375
Isle of Capri Casinos, Inc. 5.875%, 3/15/21			175		180,250
KB Home 4.75%, 5/15/19			290		284,925
Lennar Corp. 4.50%, 6/15/19			665		679,630
M/I Homes, Inc. 8.625%, 11/15/18			790		816,662
MDC Holdings, Inc. 5.50%, 1/15/24			54		54,270
6.00%, 1/15/43			172		146,200
Meritage Homes Corp. 6.00%, 6/01/25			636		641,164
7.00%, 4/01/22			45		48,038
NAI Entertainment Holdings/NAI Entertainment Holdings Finance Corp. 5.00%, 8/01/18^(b)			165		168,300
PulteGroup, Inc. 6.00%, 2/15/35			555		545,287
6.375%, 5/15/33			86		89,440
7.875%, 6/15/32			31		35,883
Ryland Group, Inc. (The) 6.625%, 5/01/20			335		366,825
Scientific Games International, Inc. 7.00%, 1/01/22^(b)			306		312,885


144		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Shea Homes LP/Shea Homes Funding Corp. 5.875%, 4/01/23^(b)	U.S.$		81	$	82,823
6.125%, 4/01/25^(b)			624		638,040
Standard Pacific Corp. 5.875%, 11/15/24			100		102,500
8.375%, 5/15/18			300		339,000
Studio City Finance Ltd. 8.50%, 12/01/20^(b)			325		318,500
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875%, 4/15/23^(b)			253		253,632
Toll Brothers Finance Corp. 4.00%, 12/31/18			157		160,140
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 3/01/25^(b)			228		210,900
Wynn Macau Ltd. 5.25%, 10/15/21^(a)(b)			200		183,500

					10,667,656

Consumer Cyclical - Restaurants – 0.5%
1011778 BC ULC/New Red Finance, Inc. 4.625%, 1/15/22^(b)			324		325,620
6.00%, 4/01/22^(b)			414		426,420
Pizzaexpress Financing 1 PLC 8.625%, 8/01/22^(b)	GBP		103		162,600
Pizzaexpress Financing 2 PLC 6.625%, 8/01/21^(b)			107		167,966
Stonegate Pub Co. Financing PLC 5.75%, 4/15/19^(b)			330		509,550

					1,592,156

Consumer Cyclical - Retailers – 2.3%
American Tire Distributors, Inc. 10.25%, 3/01/22^(b)	U.S.$		695		712,375
Argos Merger Sub, Inc. 7.125%, 3/15/23^(b)			755		790,862
Brighthouse Group PLC 7.875%, 5/15/18^(a)(b)	GBP		330		482,686
Cash America International, Inc. 5.75%, 5/15/18	U.S.$		544		541,280
Dollar Tree, Inc. 5.75%, 3/01/23^(b)			734		768,865
Group 1 Automotive, Inc. 5.00%, 6/01/22			410		406,925
L Brands, Inc. 8.50%, 6/15/19			820		965,550
Levi Strauss & Co. 5.00%, 5/01/25			758		741,893


AB POOLING PORTFOLIOS •			145

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Neiman Marcus Group Ltd. LLC 8.75% (8.75% Cash or 9.50% PIK), 10/15/21^(b)(i)	U.S.$		172	$	184,040
Party City Holdings, Inc. 6.125%, 8/15/23^(b)			302		304,076
Rite Aid Corp. 6.125%, 4/01/23^(b)			1,544		1,584,530

					7,483,082

Consumer Non-Cyclical – 11.5%
Air Medical Merger Sub Corp. 6.375%, 5/15/23^(b)			570		530,100
Alere, Inc. 6.375%, 7/01/23^(b)			76		77,900
8.625%, 10/01/18			739		757,756
AMAG Pharmaceuticals, Inc. 7.875%, 9/01/23^(b)			162		165,848
Amsurg Corp. 5.625%, 7/15/22			408		416,417
BI-LO LLC/BI-LO Finance Corp. 8.625% (8.625% Cash or 9.375% PIK), 9/15/18^(b)(i)			374		344,080
9.25%, 2/15/19^(b)			330		335,775
Boparan Finance PLC 5.25%, 7/15/19^(b)	GBP		121		178,452
5.50%, 7/15/21^(b)			225		314,516
Capsugel SA 7.00% (7.00% Cash or 7.75% PIK), 5/15/19^(b)(i)	U.S.$		725		730,437
Care UK Health & Social Care PLC 5.584%, 7/15/19^(b)(k)	GBP		233		344,925
Cerberus Nightingale 1 SARL 8.25%, 2/01/20^(b)	EUR		520		598,573
CHS/Community Health Systems, Inc. 6.875%, 2/01/22^(a)	U.S.$		2,246		2,387,071
Concordia Healthcare Corp. 7.00%, 4/15/23^(b)			178		183,803
Constellation Brands, Inc. 3.75%, 5/01/21			840		847,350
DaVita HealthCare Partners, Inc. 5.00%, 5/01/25			698		684,040
Endo Finance LLC 5.75%, 1/15/22^(b)			225		230,062
Endo Finance LLC/Endo Finco, Inc. 7.75%, 1/15/22^(b)			93		99,278
Endo Ltd./Endo Finance LLC/Endo Finco, Inc. 6.00%, 7/15/23-2/01/25^(b)			1,450		1,497,962
Envision Healthcare Corp. 5.125%, 7/01/22^(b)			395		400,431


146		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Ephios Bondco PLC 6.25%, 7/01/22^(b)	EUR		264	$	299,655
First Quality Finance Co., Inc. 4.625%, 5/15/21^(b)	U.S.$		1,535		1,442,900
Galaxy Bidco Ltd. 6.375%, 11/15/20^(b)	GBP		215		333,388
Grifols Worldwide Operations Ltd. 5.25%, 4/01/22	U.S.$		270		274,387
HCA, Inc. 4.25%, 10/15/19			2,317		2,363,340
5.375%, 2/01/25			467		474,005
6.50%, 2/15/20			1,545		1,707,225
Holding Medi-Partenaires SAS 7.00%, 5/15/20^(b)	EUR		735		873,938
Horizon Pharma Financing, Inc. 6.625%, 5/01/23^(b)	U.S.$		500		516,250
HRG Group, Inc. 7.875%, 7/15/19^(b)			254		267,335
7.875%, 7/15/19			508		534,670
Jaguar Holding Co. II/Pharmaceutical Product Development LLC 6.375%, 8/01/23^(b)			233		230,903
Kindred Healthcare, Inc. 8.00%, 1/15/20^(b)			350		383,469
Kinetic Concepts, Inc./KCI USA, Inc. 10.50%, 11/01/18			1,015		1,070,825
Mallinckrodt International Finance SA 3.50%, 4/15/18			262		263,310
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.50%, 4/15/25^(b)			228		226,290
5.75%, 8/01/22^(b)			339		346,288
MPH Acquisition Holdings LLC 6.625%, 4/01/22^(b)			185		190,088
Par Pharmaceutical Cos., Inc. 7.375%, 10/15/20			360		382,680
Post Holdings, Inc. 7.375%, 2/15/22			752		770,800
7.75%, 3/15/24^(b)			267		275,677
8.00%, 7/15/25^(b)			244		251,930
PRA Holdings, Inc. 9.50%, 10/01/23^(b)			540		602,100
Priory Group No 3 PLC 7.00%, 2/15/18^(b)	GBP		282		445,100
Quintiles Transnational Corp. 4.875%, 5/15/23^(b)	U.S.$		337		343,740
R&R Ice Cream PLC 5.50%, 5/15/20^(b)	GBP		358		559,020


AB POOLING PORTFOLIOS •			147

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


RSI Home Products, Inc. 6.50%, 3/15/23^(b)	U.S.$		1,013	$	1,033,260
Smithfield Foods, Inc. 5.25%, 8/01/18^(b)			660		671,550
5.875%, 8/01/21^(b)			220		228,250
Spectrum Brands, Inc. 5.75%, 7/15/25^(b)			276		284,280
6.125%, 12/15/24^(b)			122		126,880
Sterigenics-Nordion Holdings LLC 6.50%, 5/15/23^(b)			75		76,499
Sun Products Corp. (The) 7.75%, 3/15/21^(b)			333		299,700
Tenet Healthcare Corp. 5.50%, 3/01/19			450		451,125
6.875%, 11/15/31			1,343		1,242,275
8.00%, 8/01/20			1,040		1,085,500
8.125%, 4/01/22			446		493,945
Valeant Pharmaceuticals International, Inc. 5.50%, 3/01/23^(b)			697		706,584
5.875%, 5/15/23^(b)			1,189		1,215,752
6.125%, 4/15/25^(b)			2,316		2,391,270
Voyage Care Bondco PLC 6.50%, 8/01/18^(b)	GBP		100		157,938

					37,018,897

Energy – 8.7%
American Energy-Permian Basin LLC/AEPB Finance Corp. 7.125%, 11/01/20^(b)	U.S.$		235		118,675
Antero Resources Corp. 5.125%, 12/01/22			830		751,324
5.375%, 11/01/21			205		188,600
5.625%, 6/01/23^(b)			218		198,380
Approach Resources, Inc. 7.00%, 6/15/21			190		127,300
Baytex Energy Corp. 5.625%, 6/01/24^(b)			360		300,427
Berry Petroleum Co. LLC 6.375%, 9/15/22			624		318,240
Bonanza Creek Energy, Inc. 5.75%, 2/01/23			34		23,120
6.75%, 4/15/21			103		76,220
BreitBurn Energy Partners LP/BreitBurn Finance Corp. 7.875%, 4/15/22			447		189,975
California Resources Corp. 5.00%, 1/15/20			401		315,707
5.50%, 9/15/21			286		221,759


148		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


6.00%, 11/15/24	U.S.$		114	$	84,531
Carrizo Oil & Gas, Inc. 7.50%, 9/15/20			48		45,360
Chaparral Energy, Inc. 7.625%, 11/15/22			393		168,990
CHC Helicopter SA 9.25%, 10/15/20			611		368,188
Chesapeake Energy Corp. 2.50%, 5/15/37^(j)			376		327,590
3.539%, 4/15/19^(k)			209		155,705
4.875%, 4/15/22			249		180,525
6.875%, 11/15/20			877		703,792
Cobalt International Energy, Inc. 2.625%, 12/01/19^(j)			430		309,063
Concho Resources, Inc. 5.50%, 4/01/23			550		543,351
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 6.25%, 4/01/23^(b)			290		262,450
DCP Midstream Operating LP 3.875%, 3/15/23			253		207,017
5.60%, 4/01/44			285		232,616
Denbury Resources, Inc. 4.625%, 7/15/23			1,330		891,100
5.50%, 5/01/22			212		151,050
Energy Transfer Equity LP 5.875%, 1/15/24			406		391,790
Energy XXI Gulf Coast, Inc. 6.875%, 3/15/24			660		130,350
7.75%, 6/15/19			135		29,025
11.00%, 3/15/20^(b)			244		154,330
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75%, 9/01/22			265		243,800
9.375%, 5/01/20			312		302,172
EXCO Resources, Inc. 7.50%, 9/15/18			115		40,825
8.50%, 4/15/22			125		35,000
Global Partners LP/GLP Finance Corp. 6.25%, 7/15/22			950		864,500
7.00%, 6/15/23^(b)			125		116,250
Gulfport Energy Corp. 6.625%, 5/01/23^(b)			345		320,850
Halcon Resources Corp. 8.875%, 5/15/21			277		91,410
9.75%, 7/15/20			138		50,370
Hornbeck Offshore Services, Inc. 5.875%, 4/01/20			543		431,685


AB POOLING PORTFOLIOS •			149

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Jones Energy Holdings LLC/Jones Energy Finance Corp. 6.75%, 4/01/22	U.S.$		730	$	620,500
Jupiter Resources, Inc. 8.50%, 10/01/22^(b)			601		375,625
Laredo Petroleum, Inc. 7.375%, 5/01/22			89		86,775
Legacy Reserves LP/Legacy Reserves Finance Corp. 6.625%, 12/01/21			584		408,800
8.00%, 12/01/20			205		155,800
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19			1,098		428,220
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. 4.875%, 6/01/25			1,220		1,128,500
Memorial Resource Development Corp. 5.875%, 7/01/22			359		326,690
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC 9.25%, 6/01/21			365		102,200
Newfield Exploration Co. 5.375%, 1/01/26			400		372,000
5.625%, 7/01/24			239		232,547
Northern Blizzard Resources, Inc. 7.25%, 2/01/22^(b)			726		595,320
Oasis Petroleum, Inc. 6.875%, 3/15/22			377		312,910
Offshore Group Investment Ltd. 7.50%, 11/01/19			483		224,595
Pacific Drilling SA 5.375%, 6/01/20^(b)			441		317,520
Paragon Offshore PLC 6.75%, 7/15/22^(b)			266		53,200
7.25%, 8/15/24^(b)			873		174,600
PHI, Inc. 5.25%, 3/15/19			455		393,575
Precision Drilling Corp. 6.50%, 12/15/21			299		254,150
QEP Resources, Inc. 5.375%, 10/01/22			1,095		944,437
Range Resources Corp. 4.875%, 5/15/25^(b)			585		526,500
Sabine Oil & Gas Corp. 7.25%, 6/15/19^(e)			415		64,325
Sabine Pass Liquefaction LLC 5.625%, 2/01/21^(l)			1,000		985,000


150		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


5.625%, 3/01/25^(b)	U.S.$		275	$	265,891
5.75%, 5/15/24			571		558,152
6.25%, 3/15/22			565		567,825
SandRidge Energy, Inc. 7.50%, 2/15/23			315		90,956
Seven Generations Energy Ltd. 6.75%, 5/01/23^(b)			93		85,560
8.25%, 5/15/20^(b)			554		551,230
SM Energy Co. 5.00%, 1/15/24			150		128,250
5.625%, 6/01/25			514		456,175
6.50%, 1/01/23			239		229,799
Southern Star Central Corp. 5.125%, 7/15/22^(b)			380		370,500
Swift Energy Co. 7.875%, 3/01/22			315		85,050
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 4.25%, 11/15/23			1,075		940,625
Tervita Corp. 8.00%, 11/15/18^(b)			346		280,260
10.875%, 2/15/18^(b)			332		192,560
Transocean, Inc. 3.00%, 10/15/17			750		690,000
6.80%, 3/15/38			855		572,850
Triangle USA Petroleum Corp. 6.75%, 7/15/22^(b)			425		255,000
Vanguard Natural Resources LLC/VNR Finance Corp. 7.875%, 4/01/20			215		150,500
W&T Offshore, Inc. 8.50%, 6/15/19			290		136,300
Whiting Petroleum Corp. 5.00%, 3/15/19			299		267,605
5.75%, 3/15/21			382		341,890
6.25%, 4/01/23			707		622,160
WPX Energy, Inc. 6.00%, 1/15/22			280		236,600
8.25%, 8/01/23			170		163,625

					27,986,564

Other Industrial – 1.4%
Algeco Scotsman Global Finance PLC 8.50%, 10/15/18^(b)			244		218,380
10.75%, 10/15/19^(b)			745		439,550
B456 Systems, Inc. 3.75%, 4/15/16^(c)(g)(j)			270		11,475


AB POOLING PORTFOLIOS •			151

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


General Cable Corp. 5.75%, 10/01/22	U.S.$		387	$	346,365
5.75%, 11/15/29^(j)(m)			319		226,091
Hill-Rom Holdings, Inc. 5.75%, 9/01/23^(b)			75		76,313
Laureate Education, Inc. 9.25%, 9/01/19^(b)			862		723,003
Modular Space Corp. 10.25%, 1/31/19^(b)			420		306,600
NANA Development Corp. 9.50%, 3/15/19^(b)			851		776,537
New Enterprise Stone & Lime Co., Inc. 11.00%, 9/01/18			537		467,190
13.00% (6.00% Cash and 7.00% PIK), 3/15/18⁽ⁱ⁾			390		420,144
Safway Group Holding LLC/Safway Finance Corp. 7.00%, 5/15/18^(b)			422		430,394

					4,442,042

Services – 0.5%
ADT Corp. (The) 4.125%, 4/15/19^(a)			446		452,690
6.25%, 10/15/21			270		278,775
Cerved Group SpA 8.00%, 1/15/21^(b)	EUR		135		163,231
Geo Debt Finance SCA 7.50%, 8/01/18^(b)			180		185,856
IHS, Inc. 5.00%, 11/01/22	U.S.$		237		239,666
Mobile Mini, Inc. 7.875%, 12/01/20			309		322,133

					1,642,351

Technology – 3.9%
Alcatel-Lucent USA, Inc. 8.875%, 1/01/20^(b)			651		706,742
Audatex North America, Inc. 6.00%, 6/15/21^(b)			193		188,457
6.125%, 11/01/23^(b)			694		687,851
Avaya, Inc. 7.00%, 4/01/19^(b)			102		91,545
10.50%, 3/01/21^(b)			767		508,137
Blackboard, Inc. 7.75%, 11/15/19^(b)			155		138,725
BMC Software Finance, Inc. 8.125%, 7/15/21^(b)			939		767,632
Brightstar Corp. 9.50%, 12/01/16^(b)			883		891,830


152		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


CDW LLC/CDW Finance Corp. 5.00%, 9/01/23	U.S.$		258	$	254,775
5.50%, 12/01/24			577		571,230
Ceridian HCM Holding, Inc. 11.00%, 3/15/21^(b)			325		320,938
CommScope Holding Co., Inc. 6.625% (6.625% Cash or 7.375% PIK), 6/01/20^(b)(i)			170		176,588
Dell, Inc. 5.875%, 6/15/19			540		560,196
6.50%, 4/15/38			610		539,850
Energizer Holdings, Inc. 5.50%, 6/15/25^(b)			223		217,146
First Data Corp. 11.75%, 8/15/21			358		403,287
12.625%, 1/15/21			817		938,529
Goodman Networks, Inc. 12.125%, 7/01/18			775		294,500
Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% (7.125% Cash or 7.875% PIK), 5/01/21^(b)(i)			319		289,094
Infor US, Inc. 5.75%, 8/15/20^(b)			208		208,520
6.50%, 5/15/22^(b)			350		328,125
Micron Technology, Inc. 5.50%, 2/01/25			1,369		1,273,170
MSCI, Inc. 5.25%, 11/15/24^(b)			338		343,915
5.75%, 8/15/25^(b)			166		169,320
NXP BV/NXP Funding LLC 3.75%, 6/01/18^(b)			515		519,506
Open Text Corp. 5.625%, 1/15/23^(b)			265		265,000
Sabre GLBL, Inc. 5.375%, 4/15/23^(b)			159		155,820
Sanmina Corp. 4.375%, 6/01/19^(b)			666		668,497

					12,478,925

Transportation - Airlines – 0.1%
Air Canada 6.75%, 10/01/19^(b)			150		158,250
8.75%, 4/01/20^(b)			292		321,258

					479,508

Transportation - Services – 0.6%
CEVA Group PLC 9.00%, 9/01/21^(b)			150		135,750


AB POOLING PORTFOLIOS •			153

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Hertz Corp. (The) 5.875%, 10/15/20	U.S.$		1,345	$	1,358,934
LBC Tank Terminals Holding Netherlands BV 6.875%, 5/15/23^(b)			200		206,000
XPO Logistics, Inc. 6.50%, 6/15/22^(b)			350		344,750

					2,045,434

					195,691,322

Financial Institutions – 11.2%
Banking – 5.7%
ABN AMRO Bank NV 4.31%, 3/10/16⁽ⁿ⁾	EUR		980		1,101,467
Ally Financial, Inc. 4.125%, 3/30/20	U.S.$		1,255		1,258,388
8.00%, 12/31/18-11/01/31			1,340		1,534,200
Baggot Securities Ltd. 10.24%, 9/30/15^(b)(n)	EUR		169		193,624
Bank of America Corp. Series AA 6.10%, 3/17/25⁽ⁿ⁾	U.S.$		206		201,108
Series Z 6.50%, 10/23/24⁽ⁿ⁾			251		258,530
Bank of Ireland 1.787%, 9/22/15^(c)(k)	CAD		370		272,803
10.00%, 7/30/16^(b)	EUR		304		361,791
Barclays Bank PLC 6.86%, 6/15/32^(b)(n)	U.S.$		75		84,750
7.625%, 11/21/22			200		228,000
BBVA International Preferred SAU 3.798%, 12/22/15⁽ⁿ⁾	EUR		79		87,590
4.952%, 9/20/16^(b)(n)			550		621,045
BNP Paribas SA 7.375%, 8/19/25^(b)(n)	U.S.$		625		640,000
Citigroup, Inc. 5.95%, 1/30/23⁽ⁿ⁾			538		527,509
Commerzbank AG 8.125%, 9/19/23^(b)			342		400,568
Countrywide Capital III Series B 8.05%, 6/15/27			600		746,357
Credit Agricole SA 7.589%, 1/30/20⁽ⁿ⁾	GBP		450		752,672
7.875%, 1/23/24^(b)(n)	U.S.$		587		600,207
Credit Suisse Group AG 7.50%, 12/11/23^(b)(n)			882		934,920
Danske Bank A/S 5.684%, 2/15/17⁽ⁿ⁾	GBP		330		512,968


154		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Equiniti Newco 2 PLC 7.125%, 12/15/18^(b)	GBP		320	$	501,499
HBOS Capital Funding LP 4.939%, 5/23/16⁽ⁿ⁾	EUR		217		242,291
HT1 Funding GmbH 6.352%, 6/30/17⁽ⁿ⁾			825		935,958
ING Groep NV 6.00%, 4/16/20⁽ⁿ⁾	U.S.$		219		215,715
6.50%, 4/16/25⁽ⁿ⁾			234		226,980
LBG Capital No.1 PLC 8.00%, 6/15/20^(b)(n)			148		168,720
Lloyds Banking Group PLC 6.413%, 10/01/35^(b)(n)			517		576,455
6.657%, 5/21/37^(b)(n)			152		170,240
7.50%, 6/27/24⁽ⁿ⁾			234		244,238
Novo Banco SA 2.625%, 5/08/17^(b)	EUR		200		217,710
RBS Capital Trust C 4.243%, 1/12/16⁽ⁿ⁾			1,325		1,482,240
Royal Bank of Scotland Group PLC Series U 7.64%, 9/30/17⁽ⁿ⁾	U.S.$		800		847,000
Societe Generale SA 5.922%, 4/05/17^(b)(n)			432		443,880
7.875%, 12/18/23^(b)(n)			321		321,000
Zions Bancorporation 5.65%, 11/15/23			145		149,713
5.80%, 6/15/23⁽ⁿ⁾			350		331,800

					18,393,936

Brokerage – 0.4%
E*TRADE Financial Corp. 4.625%, 9/15/23			705		705,000
Lehman Brothers Holdings, Inc. 5.625%, 1/24/13^(g)			5,500		594,000

					1,299,000

Finance – 3.7%
AerCap Aviation Solutions BV 6.375%, 5/30/17			300		315,000
Artsonig Pty Ltd. 11.50% (11.50% Cash or 12.00% PIK), 4/01/19^(b)(i)			423		84,610
CIT Group, Inc. 5.25%, 3/15/18			235		244,106
5.50%, 2/15/19^(b)			2,740		2,880,425
Creditcorp 12.00%, 7/15/18^(b)			355		276,900


AB POOLING PORTFOLIOS •			155

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Enova International, Inc. 9.75%, 6/01/21	U.S.$		720	$	597,600
International Lease Finance Corp. 5.875%, 4/01/19			1,200		1,276,500
8.25%, 12/15/20			635		752,475
8.75%, 3/15/17			143		155,084
8.875%, 9/01/17			687		756,559
Molycorp, Inc. 3.25%, 6/15/16^(e)(j)			385		3,850
Navient Corp. 4.625%, 9/25/17			470		466,475
4.875%, 6/17/19			965		902,275
5.00%, 10/26/20			500		445,000
5.625%, 8/01/33			54		36,720
5.875%, 10/25/24			20		16,900
6.125%, 3/25/24			35		29,750
7.25%, 1/25/22			37		34,873
8.00%, 3/25/20			1,885		1,908,562
TMX Finance LLC/TitleMax Finance Corp. 8.50%, 9/15/18^(b)			997		808,816

					11,992,480

Insurance – 0.5%
CNO Financial Group, Inc. 5.25%, 5/30/25			216		222,750
HUB International Ltd. 7.875%, 10/01/21^(b)			365		364,088
Liberty Mutual Group, Inc. 7.80%, 3/15/37^(b)			715		832,975

					1,419,813

Other Finance – 0.5%
ACE Cash Express, Inc. 11.00%, 2/01/19^(b)			146		56,940
CNG Holdings, Inc. 9.375%, 5/15/20^(b)			843		484,725
iPayment, Inc. 9.50%, 12/15/19^(b)			17		16,137
Series AI 9.50%, 12/15/19			710		684,854
Speedy Group Holdings Corp. 12.00%, 11/15/17^(b)			519		425,580

					1,668,236

REITS – 0.4%
Communications Sales & Leasing, Inc,/CSL Capital LLC 6.00%, 4/15/23^(b)			388		364,720
Communications Sales & Leasing, Inc./CSL Capital LLC 8.25%, 10/15/23^(b)			656		596,960


156		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Felcor Lodging LP 6.00%, 6/01/25^(b)	U.S.$		294	$	298,778

					1,260,458

					36,033,923

Utility – 3.7%
Electric – 3.7%
AES Corp./VA 4.875%, 5/15/23			628		584,040
7.375%, 7/01/21			989		1,065,648
Calpine Corp. 5.75%, 1/15/25^(a)			1,607		1,556,781
7.875%, 1/15/23^(b)			258		276,060
DPL, Inc. 6.75%, 10/01/19			250		261,250
Dynegy, Inc. 6.75%, 11/01/19			845		876,159
7.375%, 11/01/22			615		636,525
7.625%, 11/01/24			595		619,276
FirstEnergy Corp. Series B 4.25%, 3/15/23			220		220,629
Series C 7.375%, 11/15/31			482		576,920
GenOn Energy, Inc. 7.875%, 6/15/17			840		802,200
9.50%, 10/15/18			721		693,061
NRG Energy, Inc. 6.25%, 7/15/22			135		131,625
7.875%, 5/15/21			716		739,270
Series WI 6.25%, 5/01/24			1,253		1,190,350
Talen Energy Supply LLC 4.60%, 12/15/21			726		629,805
6.50%, 5/01/18			170		175,950
TerraForm Power Operating LLC 6.125%, 6/15/25^(b)			390		367,575
Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc. 11.50%, 10/01/20^(b)(o)			761		350,060
Viridian Group FundCo II Ltd. 7.50%, 3/01/20^(b)	EUR		314		348,832

					12,102,016

Total Corporates - Non-Investment Grade (cost $258,044,746)					243,827,261


AB POOLING PORTFOLIOS •			157

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


CORPORATES - INVESTMENT GRADE – 5.8%
Financial Institutions – 3.7%
Banking – 2.0%
BPCE SA 5.70%, 10/22/23^(b)	U.S.$		682	$	721,952
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 8.375%, 7/26/16^(b)(n)			410		425,634
8.40%, 6/29/17^(b)(n)			330		354,783
HSBC Capital Funding LP/Jersey 10.176%, 6/30/30^(b)(n)			674		1,012,850
JPMorgan Chase & Co. Series Q 5.15%, 5/01/23⁽ⁿ⁾			473		446,985
Series R 6.00%, 8/01/23⁽ⁿ⁾			336		332,640
Series S 6.75%, 2/01/24⁽ⁿ⁾			157		164,850
Nationwide Building Society 6.00%, 12/15/16⁽ⁿ⁾	GBP		839		1,313,194
Nordea Bank AB 6.125%, 9/23/24^(b)(n)	U.S.$		464		459,360
Santander UK PLC 5.00%, 11/07/23^(b)			500		518,723
Standard Chartered PLC 5.20%, 1/26/24^(a)(b)			549		567,678
Wells Fargo & Co. Series S 5.90%, 6/15/24⁽ⁿ⁾			127		127,476

					6,446,125

Brokerage – 0.1%
GFI Group, Inc. 8.625%, 7/19/18			374		411,400

Finance – 0.3%
General Electric Capital Corp.
Series A 7.125%, 6/15/22⁽ⁿ⁾			400		461,480
Series B 6.25%, 12/15/22⁽ⁿ⁾			400		433,000
HSBC Finance Capital Trust IX 5.911%, 11/30/35			200		200,750

					1,095,230

Insurance – 1.1%
MetLife Capital Trust IV 7.875%, 12/15/37^(b)			750		935,625


158		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


MetLife, Inc.
Series C 5.25%, 6/15/20⁽ⁿ⁾	U.S.$		159	$	158,205
Mitsui Sumitomo Insurance Co., Ltd. 7.00%, 3/15/72^(b)			489		556,769
Nationwide Mutual Insurance Co. 9.375%, 8/15/39^(b)			325		483,970
Progressive Corp. (The) 6.70%, 6/15/37			500		507,500
Prudential Financial, Inc. 5.625%, 6/15/43			756		776,034

					3,418,103

REITS – 0.2%
EPR Properties 7.75%, 7/15/20			417		488,859

					11,859,717

Industrial – 1.7%
Basic – 0.3%
Braskem Finance Ltd. 6.45%, 2/03/24			247		224,128
Freeport-McMoRan, Inc. 2.375%, 3/15/18			525		477,487
Teck Resources Ltd. 4.50%, 1/15/21			353		281,341
5.40%, 2/01/43			90		58,605
6.25%, 7/15/41			54		36,315

					1,077,876

Communications - Media – 0.3%
CCO Safari II LLC 4.908%, 7/23/25^(b)			345		341,720
6.484%, 10/23/45^(b)			510		518,796

					860,516

Communications - Telecommunications – 0.5%
Embarq Corp. 7.995%, 6/01/36			272		287,640
Qwest Corp. 6.75%, 12/01/21			600		651,000
6.875%, 9/15/33			720		703,915

					1,642,555

Consumer Cyclical - Other – 0.0%
Seminole Tribe of Florida, Inc. 6.535%, 10/01/20^(b)			94		99,170


Energy – 0.6%
Cimarex Energy Co. 4.375%, 6/01/24			215		206,837


AB POOLING PORTFOLIOS •			159

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Kinder Morgan, Inc./DE Series G 7.80%, 8/01/31	U.S.$		169	$	183,709
Noble Energy, Inc. 5.875%, 6/01/24			611		631,407
Regency Energy Partners LP/Regency Energy Finance Corp. 4.50%, 11/01/23			19		17,631
5.00%, 10/01/22			635		622,056
5.50%, 4/15/23			357		347,050

					2,008,690

					5,688,807

Utility – 0.4%
Electric – 0.3%
EDP Finance BV 6.00%, 2/02/18^(b)			480		511,271
PPL Capital Funding, Inc. Series A 6.70%, 3/30/67			375		319,688

					830,959

Natural Gas – 0.1%
Empresa de Energia de Bogota SA ESP 6.125%, 11/10/21^(b)			350		364,235

					1,195,194

Total Corporates - Investment Grade (cost $18,387,883)					18,743,718


BANK LOANS – 4.4%
Industrial – 3.4%
Basic – 0.5%
FMG Resources (August 2006) Pty Ltd. (FMG America Finance, Inc.) 3.75%, 6/30/19^(k)			588		474,370
Ineos US Finance LLC 4.25%, 3/31/22^(k)			523		521,787
Magnetation LLC 12.00%, 3/07/16^(c)(d)(i)			711		658,006

					1,654,163

Capital Goods – 0.2%
ClubCorp Club Operations, Inc. 4.25%, 7/24/20^(k)			516		515,616


Communications - Media – 0.3%
Advantage Sales & Marketing, Inc. 7.50%, 7/25/22^(k)			311		301,622


160		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


TWCC Holding Corp. 7.00%, 6/26/20^(k)	U.S.$		525	$	492,518

					794,140

Consumer Cyclical - Automotive – 0.2%
CS Intermediate Holdco 2 LLC 4.00%, 4/04/21^(k)			332		330,075
Navistar, Inc. 6.50%, 8/17/20^(k)			420		415,275

					745,350

Consumer Cyclical - Entertainment – 0.1%
NCL Corporation Ltd. (aka Norwegian Cruise Lines) 4.00%, 11/19/21^(k)			70		69,621
Station Casinos LLC 4.25%, 3/02/20^(k)			341		339,934

					409,555

Consumer Cyclical - Other – 0.3%
CityCenter Holdings LLC 4.25%, 10/16/20^(k)			909		906,992
La Quinta Intermediate Holdings LLC 3.75%, 4/14/21^(k)			183		182,946

					1,089,938

Consumer Cyclical - Retailers – 0.4%
Dollar Tree, Inc. 3.50%, 7/06/22^(k)			18		17,898
Harbor Freight Tools USA, Inc. 4.75%, 7/26/19^(k)			469		470,011
J. Crew Group, Inc. 4.00%, 3/05/21^(k)			500		387,028
Men’s Wearhouse, Inc. (The) 5.00%, 6/18/21			141		141,482
Michaels Stores, Inc. 4.00%, 1/28/20^(k)			173		173,168

					1,189,587

Consumer Non-Cyclical – 0.4%
Acadia Healthcare Co., Inc. 4.25%, 2/11/22^(k)			26		26,271
Air Medical Group Holdings, Inc. 4.50%, 4/28/22^(k)			237		232,228
Grifols Worldwide Operations Ltd. 3.20%, 2/27/21^(k)			198		197,073
Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l. 4.75%, 6/30/21^(k)			179		176,250


AB POOLING PORTFOLIOS •			161

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			Principal Amount (000)		U.S. $ Value


Pharmedium Healthcare Corp. 7.75%, 1/28/22^(k)		U.S.$		780	$	777,075

						1,408,897

Other Industrial – 0.4%
Atkore International, Inc. 7.75%, 10/09/21^(k)				490		451,413
Gardner Denver, Inc. 4.25%, 7/30/20^(k)				295		280,855
Gates Global LLC 4.25%, 7/06/21^(k)				203		194,196
Orbitz Worldwide, Inc. 4.50%, 4/15/21^(k)				197		196,056
Unifrax Holding Co. 4.50%, 11/28/18^(k)		EUR		242		270,467

						1,392,987

Technology – 0.4%
Avaya, Inc. 4.70%, 10/26/17^(k)	U.S.$			257		238,327
6.50%, 3/31/18^(k)				46		42,491
BMC Software Finance, Inc. 5.00%, 9/10/20^(k)				365		335,019
First Data Corp. 3.70%, 3/23/18^(k)				350		347,085
Smart Modular Technologies (Global), Inc. 8.25%, 8/26/17^(k)				297		280,523

						1,243,445

Transportation - Airlines – 0.2%
Delos Finance S.à r.l. 3.50%, 3/06/21^(k)				570		569,003

						11,012,681

Utility – 0.9%
Electric – 0.9%
Energy Future Intermediate Holding Company LLC (EFIH Finance, Inc.) 4.25%, 6/19/16^(k)				2,710		2,710,321


Financial Institutions – 0.1%
Other Finance – 0.1%
Travelport Finance (Luxembourg) S.à r.l. 5.75%, 9/02/21^(k)				419		418,502


Total Bank Loans (cost $14,550,161)						14,141,504


162		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


PREFERRED STOCKS – 2.2%
Financial Institutions – 2.0%
Banking – 1.6%
GMAC Capital Trust I 8.125%		37,000	$	944,610
Goldman Sachs Group, Inc. (The) Series J 5.50%		23,525		579,186
Morgan Stanley 6.875%		20,825		564,149
Royal Bank of Scotland Group PLC Series M 6.40%		45,000		1,136,700
US Bancorp Series F 6.50%		35,000		1,002,750
Wells Fargo & Co. 5.85%		2,300		58,880
Wells Fargo & Co. 6.625%		28,225		778,445

				5,064,720

REITS – 0.4%
Health Care REIT, Inc. Series J 6.50%		8,525		225,913
National Retail Properties, Inc. Series E 5.70%		6,300		154,539
Public Storage Series W 5.20%		5,400		130,572
Public Storage Series X 5.20%		1,000		24,210
Sovereign Real Estate Investment Trust 12.00%^(b)		624		823,680

				1,358,914

				6,423,634

Industrial – 0.2%
Consumer Cyclical - Other – 0.0%
Hovnanian Enterprises, Inc. 7.625%^(g)		5,130		20,571


Energy – 0.2%
Energy XXI Ltd. 5.625%		3,250		74,750
Halcon Resources Corp. 5.75%		635		116,045


AB POOLING PORTFOLIOS •			163

AB High-Yield Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Sanchez Energy Corp. 4.875%		10,350	$	221,878
SandRidge Energy, Inc. 8.50%		4,500		60,750

				473,423

				493,994

Electric – 0.0%
SCE Trust III 5.75%		5,525		149,838


Total Preferred Stocks (cost $6,900,761)				7,067,466


COMMON STOCKS – 2.1%
Amkor Technology, Inc.^(g)		37,000		199,800
Clear Channel Outdoor Holdings, Inc. – Class A^(g)		32,000		261,120
Crown Castle International Corp.		9,194		766,688
DISH Network Corp. – Class A^(g)		2,510		148,768
Dynegy, Inc.^(g)		14,605		376,079
eDreams ODIGEO SA^(g)		36,590		94,437
Eldorado Resorts, Inc.^(g)		19,987		188,277
Emeco Holdings Ltd.^(g)		1,050,000		44,834
Exide Corp.^(c)(d)(g)		586,000		1
Exide Technologies^(d)(h)		19,782		79,919
General Motors Co.		14,160		416,870
International Game Technology PLC		18,000		305,640
iPayment, Inc.^(g)		44,784		190,332
Jones Energy, Inc. – Class A^(g)		16,960		100,573
Keystone Automotive Operations Escrow^(c)(d)(g)		61,065		– 0	–^{^}
Las Vegas Sands Corp.		8,388		387,777
LifePoint Health, Inc.^(g)		4,559		356,195
LyondellBasell Industries NV – Class A		1,996		170,418
MDC Holdings, Inc.		12,258		349,230
Neenah Enterprises, Inc.^(c)(d)(g)		58,199		465,592
Nortek, Inc.^(g)		5,410		442,592
Nuverra Environmental Solutions, Inc.^(g)		11,810		35,430
SBA Communications Corp. – Class A^(g)		4,879		576,698
Townsquare Media, Inc. – Class A^(g)		26,530		304,830
Travelport LLC^(g)		15,482		205,136
Travelport Worldwide Ltd.		2,580		34,185
Triangle Petroleum Corp.^(g)		34,470		139,259


Total Common Stocks (cost $6,674,115)				6,640,680


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AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


EMERGING MARKETS - CORPORATE BONDS – 2.0%
Industrial – 1.8%
Basic – 0.3%
Gold Fields Orogen Holdings BVI Ltd. 4.875%, 10/07/20^(b)	U.S.$		700	$	595,000
Sappi Papier Holding GmbH 7.75%, 7/15/17^(b)			200		214,000

					809,000

Capital Goods – 0.3%
CEMEX Espana SA/Luxembourg 9.875%, 4/30/19^(b)			172		187,222
Cemex SAB de CV 5.70%, 1/11/25^(b)			670		628,125

					815,347

Communications - Telecommunications – 0.1%
Digicel Ltd. 6.75%, 3/01/23^(b)			525		481,687


Consumer Cyclical - Retailers – 0.1%
Edcon Ltd. 9.50%, 3/01/18^(b)	EUR		381		299,312
9.50%, 3/01/18^(b)	U.S.$		150		105,390

					404,702

Consumer Non-Cyclical – 0.9%
Arcelik AS 5.00%, 4/03/23^(b)			498		459,405
Cosan Luxembourg SA 5.00%, 3/14/23^(b)			570		478,800
Marfrig Holding Europe BV 8.375%, 5/09/18^(b)			637		619,483
Marfrig Overseas Ltd. 9.50%, 5/04/20^(b)			240		242,700
Minerva Luxembourg SA 7.75%, 1/31/23^(b)			725		708,687
Tonon Luxembourg SA 7.25%, 1/24/20^(b)(i)			420		143,216
USJ Acucar e Alcool SA 9.875%, 11/09/19^(b)			850		352,942
Virgolino de Oliveira Finance SA 10.50%, 1/28/18^(e)(f)			930		8,138

					3,013,371

Transportation - Airlines – 0.1%
Guanay Finance Ltd. 6.00%, 12/15/20^(b)			283		284,415

					5,808,522


AB POOLING PORTFOLIOS •			165

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


Utility – 0.2%
Electric – 0.2%
ContourGlobal Power Holdings SA 7.125%, 6/01/19^(b)	U.S.$		760	$	777,100


Total Emerging Markets - Corporate Bonds (cost $8,533,689)					6,585,622


COLLATERALIZED MORTGAGE OBLIGATIONS – 1.5%
Non-Agency Floating Rate – 0.6%
HarborView Mortgage Loan Trust Series 2007-4, Class 2A1 0.425%, 7/19/47^(k)			693		565,733
Residential Accredit Loans, Inc., Trust Series 2007-QH6, Class A1 0.389%, 7/25/37^(k)			1,307		1,091,389
Structured Asset Mortgage Investments II Trust Series 2007-AR6, Class A1 1.684%, 8/25/47^(k)			506		421,215

					2,078,337

GSE Risk Share Floating Rate – 0.5%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.449%, 11/25/23^(k)			380		377,596
Series 2014-DN1, Class M3 4.699%, 2/25/24^(k)			375		375,253
Series 2014-HQ2, Class M3 3.941%, 9/25/24^(k)			435		409,744
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C01, Class M2 4.599%, 1/25/24^(k)			333		334,598
Series 2015-C03, Class 1M2 5.199%, 7/25/25^(k)			85		85,261
Series 2015-C03, Class 2M2 5.199%, 7/25/25^(k)			30		29,945

					1,612,397

Non-Agency Fixed Rate – 0.4%
CSMC Mortgage-Backed Trust Series 2006-7, Class 3A12 6.25%, 8/25/36			268		234,002
Residential Accredit Loans, Inc., Trust Series 2005-QA10, Class A31 3.553%, 9/25/35			1,299		1,083,583

					1,317,585

Total Collateralized Mortgage Obligations (cost $4,835,033)					5,008,319


166		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


GOVERNMENTS - TREASURIES – 1.5%
Brazil – 0.3%
Brazil Notas do Tesouro Nacional Serie B 6.00%, 8/15/50	BRL		600	$	384,916
Series F 10.00%, 1/01/17			2,360		619,283

					1,004,199

United States – 1.2%
U.S. Treasury Bonds 3.125%, 11/15/41^(p)	U.S.$		1,755		1,827,279
U.S. Treasury Notes 1.25%, 10/31/15			2,000		2,003,906

					3,831,185

Total Governments - Treasuries (cost $5,249,995)					4,835,384


COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.4%
Non-Agency Fixed Rate CMBS – 1.4%
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			167		169,727
GS Mortgage Securities Trust Series 2006-GG6, Class AJ 5.71%, 4/10/38			1,000		1,008,585
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class AJ 5.276%, 2/15/41			1,565		1,573,155
Series 2007-C1, Class AJ 5.484%, 2/15/40			1,380		1,420,956
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class AJ 5.239%, 12/12/49			315		315,972


Total Commercial Mortgage-Backed Securities (cost $4,257,704)					4,488,395


AB POOLING PORTFOLIOS •			167

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


GOVERNMENTS - SOVEREIGN AGENCIES – 0.7%
Governments - Sovereign Agencies – 0.7%
Brazil – 0.2%
Petrobras Global Finance BV
5.625%, 5/20/43	U.S.$		423	$	292,589
6.85%, 6/05/15			297		223,463

					516,052

Colombia – 0.0%
Ecopetrol SA 5.875%, 5/28/45			159		128,790


Dominican Republic – 0.1%
Banco de Reservas de la Republica Dominicana 7.00%, 2/01/23^(b)			460		459,262


Morocco – 0.1%
OCP SA 5.625%, 4/25/24^(b)			232		237,846


United Kingdom – 0.3%
Royal Bank of Scotland Group PLC 8.00%, 8/10/25⁽ⁿ⁾			1,040		1,062,100


Total Governments - Sovereign Agencies (cost $2,483,047)					2,404,050


ASSET-BACKED SECURITIES – 0.7%
Home Equity Loans - Floating Rate – 0.5%
GSAA Home Equity Trust Series 2006-6, Class AF5 6.241%, 3/25/36^(k)			1,188		678,234
Lehman XS Trust Series 2007-6, Class 3A5 5.134%, 5/25/37^(l)			807		992,547

					1,670,781

Home Equity Loans - Fixed Rate – 0.2%
CWABS Asset-Backed Certificates Trust Series 2005-7, Class AF5W 5.054%, 10/25/35			737		732,950


Total Asset-Backed Securities (cost $1,921,671)					2,403,731


168		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



		Principal Amount (000)		U.S. $ Value


LOCAL GOVERNMENTS - MUNICIPAL BONDS – 0.6%
United States – 0.6%
Buckeye Tobacco Settlement Financing Authority Series 2007A-2 5.875%, 6/01/47	U.S.$		165	$	132,183
Golden State Tobacco Securitization Corp. Series 2007A-1 5.125%, 6/01/47			310		240,452
State of California Series 2010 7.60%, 11/01/40			325		476,749
7.95%, 3/01/36			700		840,420
Tobacco Settlement Financing Corp./NJ Series 20071A 5.00%, 6/01/41			165		124,435
Tobacco Settlement Financing Corp./VA Series 2007B1 5.00%, 6/01/47			220		155,124


Total Local Governments - Municipal Bonds (cost $1,663,919)					1,969,363


AGENCIES – 0.1%
CITGO Petroleum Corp. 6.25%, 8/15/22^(b) (cost $484,646)			484		469,480


		Contracts
OPTIONS PURCHASED - PUTS – 0.1%
Options on Funds and Investment Trusts – 0.1%
SPDR S&P 500 ETF Trust Expiration: Sep 2015, Exercise Price: $ 194.00^(g)(q)			150		53,625
SPDR S&P 500 ETF Trust Expiration: Sep 2015, Exercise Price: $ 192.00^(g)(q)			747		221,485

					275,110

Options on Equities – 0.0%
iShares iBoxx High Yield Corp. Expiration: Sep 2015, Exercise Price: $ 85.00^(g)(q)			172		12,900
Boardwalk Real Estate Investment Trust Expiration: Sep 2015, Exercise Price: CAD 54.00^(g)(r)			24,741		28,250

					41,150


AB POOLING PORTFOLIOS •			169

AB High-Yield Portfolio—Portfolio of Investments



Company	Notional Amount (000)		U.S. $ Value


Swaptions – 0.0%
CDX NAHY.24 RTP, Citi Bank, NA (Buy Protection) Expiration: Sep 2015, Exercise Rate: 104.00%^(g)		1,810	$	10,508
CDX NAHY.24 RTP, Bank of America, NA (Buy Protection) Expiration: Sep 2015, Exercise Rate: 103.00%^(g)		5,680		18,030

				28,538


	Contracts
Options on Indices – 0.0%
Russell 2000 Index Expiration: Sep 2015, Exercise Price: $ 1,160.00^(g)(q)		10		27,150


Total Options Purchased - Puts (premiums paid $131,561)				371,948


	Shares
WARRANTS – 0.1%
FairPoint Communications, Inc., expiring 1/24/18^(c)(g)		12,643		379
iPayment Holdings, Inc., expiring 12/29/22^(c)(d)(g)		234,094		187,275
Talon Equity Co. NV, expiring 11/24/15^(c)(d)(g)		671		– 0	–


Total Warrants (cost $82,754)				187,654


	Contracts
OPTIONS PURCHASED - CALLS – 0.1%
Options on Equities – 0.1%
Ishares iBoxx High Yield Corp. Expiration: Dec 2015, Exercise Price: $ 89.00^(g)(q)		1,941		76,669
Diageo PLC Expiration: Sep 2015, Exercise Price: GBP 20.00^(g)(r)		436		22
Diageo PLC Expiration: Sep 2015, Exercise Price: GBP 20.00^(g)(r)		22,122		1,109
Beazer Homes USA, Inc. Expiration: Nov 2015, Exercise Price: $ 22.00^(g)(q)		178		4,450
Chesapeake Energy Corp. Expiration: Sep 2015, Exercise Price: $ 15.00^(g)(q)		1,434		5,019

				87,269


170		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments



Company		Contracts		U.S. $ Value


Options on Funds and Investment Trusts – 0.0%
SPDR S&P 500 ETF Trust Expiration: Sep 2015, Exercise Price: $ 205.00^(g)(q)			524	$	37,728
SPDR S&P 500 ETF Trust Expiration: Sep 2015, Exercise Price: $ 215.00^(g)(q)			247		1,112
SPDR S&P 500 ETF Trust Expiration: Oct 2015, Exercise Price: $ 209.00^(g)(q)			169		14,703
SPDR S&P 500 ETF Trust Expiration: Oct 2015, Exercise Price: $ 220.00^(g)(q)			672		4,368
SPDR S&P 500 ETF Trust Expiration: Dec 2015, Exercise Price: $ 227.00^(g)(q)			683		11,611

					69,522


		Notional Amount (000)
Swaptions – 0.0%
CDX NAHY.24 RTR, Bank of America, NA (Sell Protection) Expiration: Oct 2015, Exercise Rate: 106.00%^(g)			8,250		23,329


		Contracts
Options on Indices – 0.0%
Euro STOXX 50 Index Expiration: Sep 2015, Exercise Price: EUR 3,600.00^(g)(r)			637		1,659
DAX Index Expiration: Sep 2015, Exercise Price: EUR 11,500.00^(g)(r)			637		1,264

					2,923


Total Options Purchased - Calls (premiums paid $290,425)					183,043


		Notional Amount (000)
EMERGING MARKETS - SOVEREIGNS – 0.1%
Venezuela – 0.1%
Venezuela Government International Bond 9.25%, 9/15/27 (cost $380,820)	U.S.$		430		180,170


AB POOLING PORTFOLIOS •			171

AB High-Yield Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


SHORT-TERM INVESTMENTS – 1.9%
Investment Companies – 1.9%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(s)(t) (cost $5,978,392)		5,978,392	$	5,978,392


Total Investments – 100.8% (cost $340,851,322)				325,486,180
Other assets less liabilities – (0.8)%				(2,646,931	)


Net Assets – 100.0%			$	322,839,249

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Russell 2000 Mini Futures		8		September 2015	$	982,254	$	926,000	$	(56,254	)

Sold Contracts
S&P 500 E-Mini Futures		9		September 2015		866,121		886,140		(20,019	)

									$	(76,273	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		USD	1,303		IDR	18,417,739		10/09/15	$	(15,369	)
BNP Paribas SA		USD	788		EUR	697		9/18/15		(5,565	)
BNP Paribas SA		NZD	1,555		USD	1,028		10/09/15		44,784
Deutsche Bank AG		USD	830		JPY	102,948		9/17/15		19,074
Goldman Sachs Bank USA		BRL	1,120		USD	327		9/02/15		17,947
Goldman Sachs Bank USA		BRL	1,120		USD	307		9/02/15		(1,699	)
Goldman Sachs Bank USA		USD	307		BRL	1,120		9/02/15		1,699
Goldman Sachs Bank USA		USD	315		BRL	1,120		9/02/15		(6,422	)
Goldman Sachs Bank USA		USD	474		MXN	7,816		9/30/15		(7,099	)
Goldman Sachs Bank USA		BRL	1,120		USD	312		10/02/15		6,398
Northern Trust Company		AUD	1,738		USD	1,274		9/25/15		38,817
Royal Bank of Scotland PLC		USD	839		PEN	2,718		9/14/15		(3,276	)
Royal Bank of Scotland PLC		EUR	12,823		USD	14,153		9/18/15		(239,910	)
Royal Bank of Scotland PLC		KRW	966,726		USD	831		9/25/15		14,017
State Street Bank & Trust Co.		USD	728		SEK	6,198		9/17/15		3,979
State Street Bank & Trust Co.		EUR	264		USD	289		9/18/15		(6,728	)
State Street Bank & Trust Co.		USD	270		EUR	246		9/18/15		6,254
State Street Bank & Trust Co.		USD	335		EUR	298		9/18/15		(647	)
State Street Bank & Trust Co.		USD	30		GBP	19		9/24/15		(669	)


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AB High-Yield Portfolio—Portfolio of Investments


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
UBS AG		GBP	5,965		USD	9,280		9/24/15	$	127,296
UBS AG		CAD	362		USD	274		10/02/15		(1,739	)

									$	(8,858	)

CALL OPTIONS WRITTEN (see Note C)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Chesapeake Energy Corp.^(q)		1,434	$	16.00		September 2015	$	9,980	$	(2,868	)
SPDR S&P 500 ETF Trust^(q)		524		210.00		September 2015		10,303		(8,122	)

							$	20,283	$	(10,990	)

PUT OPTIONS WRITTEN (see Note C)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Ishares iBoxx High Yield Corp.^(q)		1,941	$	76.00		December 2015	$	75,615	$	(121,312	)
SPDR S&P 500 ETF Trust^(q)		897		181.00		September 2015		318,872		(94,185	)
Taylor Morrison Home Corp.^(q)		153		22.50		January 2016		41,015		(52,020	)

							$	435,502	$	(267,517	)

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note C)


Description	Counter- party		Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
CDX NAHY Series 24, 5 Year Index		Bank of America, NA		Sell		100.00	%		9/16/15	$	5,680	$	7,310	$	(4,348	)
CDX NAHY Series 24, 5 Year Index		Bank of America, NA		Sell		100.00			10/21/15		8,250		40,021		(35,444	)

												$	47,331	$	(39,792	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)


Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 20, 5 Year Index, 6/20/18*		(5.00	)%		2.49	%	$	10,230	$	(785,111	)	$	(316,980	)
CDX-NAHY Series 23, 5 Year Index, 12/20/19*		(5.00	)		3.40			2,037		(145,077	)		(23,370	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			5,198		(286,379	)		49,690
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			8,712		(480,026	)		125,228
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			3,445		(189,828	)		41,993


AB POOLING PORTFOLIOS •			173

AB High-Yield Portfolio—Portfolio of Investments


Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)			Market Value			Unrealized Appreciation/ (Depreciation)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)%		3.91	%	$	967		$	(53,294	)	$	3,876
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			938			(51,657	)		5,862
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			1,001			(55,148	)		7,509
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			6,485			(357,074	)		(64,678	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		(5.00	)		3.91			4,802			(264,398	)		(93,932	)
CDX-NAIG Series 23, 5 Year Index, 12/20/19*		(1.00	)		0.80			3,680			(37,933	)		14,998
CDX-NAIG Series 23, 5 Year Index, 12/20/19*		(1.00	)		0.80			8,730			(89,990	)		35,415
iTraxx-XOVER Series 21, 5 Year Index, 6/20/19*		(5.00	)		2.07		EUR	– 0	–^^		(17	)		(42	)
iTraxx-XOVER Series 23, 5 Year Index, 6/20/20*		(5.00	)		3.24			3,070			(292,053	)		42,638
iTraxx-XOVER Series 23, 5 Year Index, 6/20/20*		(5.00	)		3.24			3,150			(299,377	)		45,949

Sale Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91		$	2,624			144,553			(32,668	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			1,385			76,313			688
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			3,462			190,757			1,719
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			5,425			298,743			(41,467	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			3,317			182,626			(18,011	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			1,634			89,950			6,935
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			812			44,703			6,909
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.91			4,802			264,398			70,011
CDX-NAIG Series 20, 5 Year Index, 6/20/18*		1.00			0.50			5,980			94,336			61,381

										$	(2,000,983	)	$	(70,347	)

Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

Rate Type

Clearing Broker
/(Exchange)

Notional
Amount
(000)

Termination
Date

Payments
made
by the
Fund

Payments
received by
the Fund

Unrealized
Appreciation/
(Depreciation)

Morgan Stanley & Co. LLC/(CME)

17,030

9/02/25

2.248

3 Month LIBOR

14,330


174		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments

CREDIT DEFAULT SWAPS (see Note C)


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Bank of America, NA:
CDX-NAHY Series 20, 5 Year Index, 6/20/18*		(5.00	)%		2.49	%	$	1,546	$	(118,621	)	$	(25,705	)	$	(92,916	)
Barclays Bank PLC:
Beazer Homes USA, Inc., 9.125%, 6/15/18, 3/20/17*		(5.00	)		1.56			1,085		(64,807	)		(48,747	)		(16,060	)
K. Hovnanian Enterprises, Inc., 8.625%, 1/15/17, 3/20/17*		(5.00	)		14.16			1,018		121,915			(32,690	)		154,605
Tenet Healthcare Corporation, 6.875%, 11/15/31, 6/20/17*		(5.00	)		0.93			1,132		(92,957	)		(68,279	)		(24,678	)
Citibank, NA:
Bombardier Inc., 7.45%, 5/01/34, 3/20/17*		(5.00	)		6.27			572		8,302			(30,782	)		39,084
Bombardier Inc., 7.45%, 5/01/34, 3/20/17*		(5.00	)		6.27			568		8,244			(31,562	)		39,806
CDX-EMS Series 22, 5 Year Index, 12/20/19*		(1.00	)		4.07			10,640		1,218,728			662,746			555,982
United States Steel Corp., 6.65%, 6/01/37, 3/20/17*		(5.00	)		2.39			1,052		(44,413	)		(44,010	)		(403	)
Credit Suisse International:
Western Union Co., 3.65%, 8/22/18, 3/20/17*		(1.00	)		0.27			570		(7,184	)		(1,129	)		(6,055	)
Western Union Co., 3.65% 8/22/18, 9/20/17*		(1.00	)		0.39			550		(8,031	)		(5,017	)		(3,014	)
Deutsche Bank AG
iHeartCommunications, Inc., 6.875%, 6/15/18, 6/20/18*		(5.00	)		23.58			56		21,520			4,393			17,127
Goldman Sachs Bank USA:
Community Health Systems, Inc., 8.00%, 11/15/19, 3/20/17*		(5.00	)		0.60			1,130		(88,018	)		(56,527	)		(31,491	)
Dell, Inc., 7.10%, 4/15/28, 3/20/17*		(1.00	)		0.95			1,027		(1,514	)		12,672			(14,186	)
First Data Corp., 12.625%, 1/15/21, 3/20/17*		(5.00	)		0.97			1,058		(75,000	)		(41,146	)		(33,854	)


AB POOLING PORTFOLIOS •			175

AB High-Yield Portfolio—Portfolio of Investments


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Newmont Mining Corp., 5.875%, 4/01/35, 3/20/17*		(1.00	)%		0.47	%	$	1,140	$	(9,879	)	$	(3,303	)	$	(6,576	)
Nine West Holdings, Inc., 6.875%, 3/15/19, 3/20/17*		(5.00	)		19.46			1,050		236,562			(47,299	)		283,861
Goldman Sachs International:
British Telecommunications PLC, 5.75% 12/07/28, 6/20/20*		(1.00	)		0.71		EUR	3,330		(57,139	)		(85,708	)		28,569
Morgan Stanley Capital Services LLC:
CDX-NAIG Series 20, 5 Year Index, 6/20/18*		(1.00	)		0.50		$	6,840		(107,904	)		(53,442	)		(54,462	)
Fiat Finance North America, Inc., 5.625%, 6/12/17, 3/20/19*		(5.00	)		2.39		EUR	403		(44,016	)		(30,897	)		(13,119	)
Fiat Finance North America, Inc., 5.625%, 6/12/17, 3/20/19*		(5.00	)		2.39			427		(46,637	)		(29,004	)		(17,633	)
iHeartCommunications, Inc., 6.875%, 6/15/18, 6/20/18*		(5.00	)		23.58		$	64		24,213			4,943			19,270

Sale Contracts
Barclays Bank PLC:
Beazer Homes USA, Inc., 9.125%, 6/15/18, 3/20/19*		5.00			3.74			739		34,732			27,789			6,943
CCO Holdings, LLC, 7.250%, 10/30/17, 6/20/19*		5.00			2.13			582		64,633			49,768			14,865
K. Hovnanian Enterprises, Inc., 8.625%, 1/15/17, 12/20/18*		5.00			14.45			739		(167,008	)		12,234			(179,242	)
K. Hovnanian Enterprises, Inc., 8.625%, 1/15/17, 9/20/20*		5.00			14.09			443		(128,423	)		(127,503	)		(920	)
K. Hovnanian Enterprises, Inc., 8.625%, 1/15/17, 9/20/20*		5.00			14.09			177		(51,311	)		(51,026	)		(285	)
MGM Resorts International, 7.625%, 1/15/17, 6/20/17*		5.00			1.34			470		34,539			(9,454	)		43,993


176		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
MGM Resorts International, 7.625%, 1/15/17, 6/20/18*		5.00	%		1.83	%	$	689	$	65,464		$	24,935		$	40,529
Tenet Healthcare Corporation, 6.875%, 11/15/31, 6/20/19*		5.00			2.68			760		67,959			49,359			18,600
Citibank, NA:
Bombardier Inc., 7.45%, 5/01/34, 3/20/19*		5.00			9.89			380		(48,750	)		27,991			(76,741	)
Bombardier Inc.,7.45%, 5/01/34, 3/20/19*		5.00			9.89			380		(48,750	)		27,412			(76,162	)
MGM Resorts International, 7.625%, 1/15/17, 6/20/18*		5.00			1.83			909		86,367			33,833			52,534
United States Steel Corp., 6.650%, 6/01/37, 3/20/19*		5.00			6.23			760		(25,459	)		17,970			(43,429	)
Credit Suisse International:
Dell, Inc., 7.10%, 4/15/28, 12/20/18*		1.00			1.91			380		(11,008	)		(33,359	)		22,351
MGM Resorts International, 7.625%, 1/15/17, 6/20/18*		5.00			1.83			332		31,544			12,867			18,677
Western Union Co., 3.65%, 8/22/18, 3/2019*		1.00			0.82			380		2,600			(9,288	)		11,888
Western Union Co., 3.65% 8/22/18, 9/20/19*		1.00			1.01			360		608			(4,065	)		4,673
Goldman Sachs Bank USA:
Community Health Systems, Inc., 8.00%, 11/15/19, 3/20/19*		5.00			1.79			760		88,607			45,053			43,554
ConvaTec Healthcare E S.A., 10.875%, 12/15/18, 6/20/17*		5.00			0.77		EUR	590		56,562			(45,427	)		101,989
Dell, Inc., 7.10%, 4/15/28, 3/20/19*		1.00			2.08		$	760		(28,395	)		(60,794	)		32,399
First Data Corp., 12.625%, 1/15/21, 3/20/19*		5.00			2.22			760		76,375			13,366			63,009
Newmont Mining Corp., 5.875%, 4/01/35, 3/20/19*		1.00			1.35			760		(9,584	)		(20,478	)		10,894
Nine West Holdings, Inc., 6.875%, 3/15/19, 3/20/19*		5.00			29.70			760		(377,194	)		17,960			(395,154	)
Morgan Stanley Capital Services LLC:
AK Steel Corp., 7.625%, 5/15/20, 3/20/16*		5.00			5.56			550		3,882			977			2,905


AB POOLING PORTFOLIOS •			177

AB High-Yield Portfolio—Portfolio of Investments


Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
United States Steel Corp., 6.65%, 6/01/37, 9/20/19*		5.00	%		7.00	%	$	212	$	(12,391	)	$	9,749	$	(22,140	)
United States Steel Corp., 6.65%, 6/01/37, 9/20/19*		5.00			7.00			141		(8,230	)		6,124		(14,354	)

									$	570,733		$	65,500	$	505,233

Termination date

TOTAL RETURN SWAPS (see Note C)


Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received		Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
iBoxx $ Liquid High Yield Total Return Index		3,450,000		LIBOR	$	3,450		9/21/15	$	(79,396	)
Goldman Sachs International
iBoxx $ Liquid High Yield Total Return Index		3,440,000		LIBOR		3,440		9/21/15		(77,591	)
iBoxx $ Liquid High Yield Total Return Index		1,827,000		LIBOR		1,827		12/21/15		22,594
iBoxx $ Liquid High Yield Total Return Index		3,490,000		LIBOR		3,490		12/21/15		4,414
iBoxx $ Liquid High Yield Total Return Index		1,752,000		LIBOR		1,752		12/21/15		(4,980	)
JPMorgan Chase Bank, NA
iBoxx $ Liquid High Yield Total Return Index		3,450,000		LIBOR		3,450		9/21/15		(95,555	)
Morgan Stanley Capital Services Llc
iBoxx $ Liquid High Yield Total Return Index		650,000		LIBOR		650		9/21/15		(22,587	)
iBoxx $ Liquid High Yield Total Return Index		7,680,000		LIBOR		7,680		9/21/15		(217,215	)
iBoxx $ Liquid High Yield Total Return Index		3,562,000		LIBOR		3,562		12/21/15		7,822
iBoxx $ Liquid High Yield Total Return Index		3,551,000		LIBOR		3,551		12/21/15		(8,531	)

Pay Total Return on Reference Obligation
Goldman Sachs International
iBoxx $ Liquid High Yield Total Return Index		1,752,000		LIBOR		1,752		9/21/15		3,191
iBoxx $ Liquid High Yield Total Return Index		3,490,000		LIBOR		3,490		9/21/15		(7,033	)
iBoxx $ Liquid High Yield Total Return Index		1,827,000		LIBOR		1,827		9/21/15		(20,909	)
Morgan Stanley Capital Services LLC
iBoxx $ Liquid High Yield Total Return Index		3,551,000		LIBOR		3,551		9/21/15		4,904
iBoxx $ Liquid High Yield Total Return Index		3,563,000		LIBOR		3,563		9/21/15		(10,694	)

									$	(501,566	)


178		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments

REVERSE REPURCHASE AGREEMENTS (see Note C)


Broker	Interest Rate			Maturity		U.S. $ Value at August 31, 2015
Barclays Capital, Inc.⁺		(2.75	)%*		—	$	438,907
Barclays Capital, Inc.⁺		(2.00	)%*		—		188,537
Credit Suisse Securities (USA) LLC⁺		(4.00	)%*		—		140,147
Credit Suisse Securities (USA) LLC⁺		(1.00	)%*		—		187,193
Credit Suisse Securities (USA) LLC⁺		0.00	%		—		2,973,140
Credit Suisse Securities (USA) LLC⁺		0.01	%		—		2,589,194
RBC Capital Markets+		(0.25	)%*		—		594,713

						$	7,111,831

The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on August 31, 2015

Interest payment due from counterparty.

Less than $0.50.

Notional Amount less than $500.

(a)

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

(b)

(c)

Illiquid security.

(d)

Fair valued by the Adviser.

(e)

Security is in default and is non-income producing.

(f)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.03% of net assets as of August 31, 2015, are considered illiquid and restricted.


Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Magnetation LLC/Mag Finance Corp. 11.00%, 5/15/28		5/15/13-2/19/15	$	507,900	$	96,750		0.03	%
Virgolino de Oliveira Finance SA 10.50%, 1/28/18		2/13/13		956,442		8,138		0.00	%

(g)

Non-income producing security.

(h)

Restricted and illiquid security.


Restricted Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
Exide Technologies Series AI		4/30/15	$	1,223,054		$	1,100,856			0.34	%
Exide Technologies		4/30/15		37,522			79,919			0.02	%
Momentive Performance Materials, Inc.		10/24/14		– 0	–		– 0	–		0.00	%

(i)

Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at August 31, 2015.

(j)

Convertible security.

(k)

Floating Rate Security. Stated interest rate was in effect at August 31, 2015.

(l)

Variable rate coupon, rate shown as of August 31, 2015.


AB POOLING PORTFOLIOS •			179

AB High-Yield Portfolio—Portfolio of Investments

(m)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at August 31, 2015.

(n)

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

(o)

Defaulted.

(p)

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

(q)

One contract relates to 100 shares.

(r)

One contract relates to 1 share.

(s)

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

(t)

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

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

IDR – Indonesian Rupiah

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

NZD – New Zealand Dollar

PEN – Peruvian Nuevo Sol

SEK – Swedish Krona

USD – United States Dollar

Glossary:

CDX-EM – Emerging Market Credit Default Swap Index

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

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

CMBS – Commercial Mortgage-Backed Securities

CME – Chicago Mercantile Exchange

DAX – Deutscher Aktien Index (German Stock Index)

ETF – Exchange Traded Fund

GSE – Government-Sponsored Enterprise

INTRCONX – Inter-Continental Exchange

LIBOR – London Interbank Offered Rates

MSCI – Morgan Stanley Capital International

REIT – Real Estate Investment Trust

RTP – Right to Pay

RTR – Right To Receive

SPDR – Standard & Poor’s Depository Receipt

See notes to financial statements.


180		• AB POOLING PORTFOLIOS

AB High-Yield Portfolio—Portfolio of Investments

AB SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 96.8%
Financials – 28.0%
Banks – 9.3%
Associated Banc-Corp		118,770	$	2,180,617
Comerica, Inc.		93,150		4,098,600
First Niagara Financial Group, Inc.		254,098		2,350,407
Fulton Financial Corp.		172,960		2,103,194
Huntington Bancshares, Inc./OH		339,630		3,705,363
Synovus Financial Corp.		84,710		2,577,725
Texas Capital Bancshares, Inc.^(a)		46,140		2,485,100
Webster Financial Corp.		69,770		2,468,463
Zions Bancorporation		144,370		4,186,730

				26,156,199

Capital Markets – 1.0%
E*TRADE Financial Corp.^(a)		104,790		2,754,929


Consumer Finance – 0.9%
SLM Corp.^(a)		297,610		2,523,733


Insurance – 10.2%
American Financial Group, Inc./OH		60,740		4,194,705
Aspen Insurance Holdings Ltd.		88,480		4,062,117
CNO Financial Group, Inc.		219,870		3,933,474
First American Financial Corp.		105,390		4,095,455
Hanover Insurance Group, Inc. (The)		50,840		4,011,276
StanCorp Financial Group, Inc.		39,087		4,444,583
Validus Holdings Ltd.		91,400		4,047,192

				28,788,802

Real Estate Investment Trusts (REITs) – 5.3%
DDR Corp.		153,790		2,351,449
Gramercy Property Trust, Inc.		109,130		2,412,864
LTC Properties, Inc.		82,260		3,355,385
Mid-America Apartment Communities, Inc.		33,000		2,593,470
RLJ Lodging Trust		101,400		2,792,556
STAG Industrial, Inc.		85,110		1,451,977

				14,957,701

Thrifts & Mortgage Finance – 1.3%
Essent Group Ltd.^(a)		136,940		3,668,623

				78,849,987

Information Technology – 18.4%
Communications Equipment – 2.8%
Brocade Communications Systems, Inc.		212,590		2,264,084
Finisar Corp.^(a)		208,770		3,221,321
Polycom, Inc.^(a)		210,940		2,269,714

				7,755,119


AB POOLING PORTFOLIOS •			181

AB Small-Mid Cap Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Electronic Equipment, Instruments & Components – 7.8%
Arrow Electronics, Inc.^(a)		47,420	$	2,651,726
Avnet, Inc.		101,220		4,291,728
CDW Corp./DE		104,840		4,167,390
Celestica, Inc.^(a)		153,260		1,871,305
Insight Enterprises, Inc.^(a)		57,433		1,453,629
Keysight Technologies, Inc.^(a)		92,390		2,960,176
TTM Technologies, Inc.^(a)		206,758		1,410,089
Vishay Intertechnology, Inc.		324,170		3,202,800

				22,008,843

IT Services – 3.4%
Amdocs Ltd.		47,530		2,719,191
Booz Allen Hamilton Holding Corp.		152,930		4,083,231
Genpact Ltd.^(a)		124,350		2,860,050

				9,662,472

Semiconductors & Semiconductor Equipment – 2.3%
Advanced Micro Devices, Inc.^(a)(b)		387,060		700,579
Fairchild Semiconductor International, Inc.^(a)		272,320		3,703,552
Lam Research Corp.		28,600		2,081,222

				6,485,353

Software – 0.7%
Electronic Arts, Inc.^(a)		29,910		1,978,546


Technology Hardware, Storage & Peripherals – 1.4%
NCR Corp.^(a)		159,910		4,012,142

				51,902,475

Consumer Discretionary – 17.4%
Auto Components – 3.0%
Dana Holding Corp.		173,580		3,044,593
Lear Corp.		29,270		3,008,663
Tenneco, Inc.^(a)		53,610		2,522,351

				8,575,607

Hotels, Restaurants & Leisure – 1.4%
Bloomin’ Brands, Inc.		190,570		3,944,799


Household Durables – 3.1%
Helen of Troy Ltd.^(a)		28,780		2,450,329
Meritage Homes Corp.^(a)		83,120		3,502,677
PulteGroup, Inc.		128,920		2,667,355

				8,620,361

Media – 1.3%
Cable One, Inc.^(a)		4,440		1,844,110


182		• AB POOLING PORTFOLIOS

AB Small-Mid Cap Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Scholastic Corp.		41,350	$	1,786,733

				3,630,843

Multiline Retail – 2.3%
Big Lots, Inc.		86,970		4,173,690
Dillard’s, Inc. – Class A		25,150		2,326,627

				6,500,317

Specialty Retail – 4.9%
Caleres, Inc.		74,673		2,486,611
Children’s Place, Inc. (The)		56,950		3,412,444
GameStop Corp. – Class A^(b)		71,680		3,044,966
Office Depot, Inc.^(a)		372,030		2,950,198
Pier 1 Imports, Inc.^(b)		185,110		1,884,420

				13,778,639

Textiles, Apparel & Luxury Goods – 1.4%
Crocs, Inc.^(a)		270,480		3,984,170

				49,034,736

Industrials – 13.9%
Aerospace & Defense – 1.0%
Spirit AeroSystems Holdings, Inc. – Class A^(a)		56,360		2,880,560


Construction & Engineering – 4.5%
AECOM^(a)		120,594		3,316,335
EMCOR Group, Inc.		84,740		3,905,667
Granite Construction, Inc.		96,250		3,320,625
Tutor Perini Corp.^(a)		124,250		2,199,225

				12,741,852

Electrical Equipment – 1.8%
General Cable Corp.		100,100		1,456,455
Regal Beloit Corp.		55,210		3,680,851

				5,137,306

Machinery – 2.7%
ITT Corp.		74,640		2,792,282
Oshkosh Corp.		84,660		3,559,953
Terex Corp.		51,943		1,211,830

				7,564,065

Road & Rail – 2.0%
Con-way, Inc.		60,370		2,125,024
Ryder System, Inc.		41,000		3,360,770

				5,485,794

Trading Companies & Distributors – 1.9%
MRC Global, Inc.^(a)		187,510		2,435,755
WESCO International, Inc.^(a)		53,260		2,980,962

				5,416,717

				39,226,294


AB POOLING PORTFOLIOS •			183

AB Small-Mid Cap Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Utilities – 5.1%
Electric Utilities – 2.4%
PNM Resources, Inc.		138,840	$	3,555,692
Westar Energy, Inc.		87,351		3,192,679

				6,748,371

Gas Utilities – 2.7%
Southwest Gas Corp.		65,650		3,616,659
UGI Corp.		115,615		3,940,159

				7,556,818

				14,305,189

Materials – 4.5%
Chemicals – 1.9%
A. Schulman, Inc.		95,532		3,279,614
Huntsman Corp.		117,640		1,944,589

				5,224,203

Containers & Packaging – 1.8%
Avery Dennison Corp.		45,720		2,655,417
Graphic Packaging Holding Co.		166,320		2,345,112

				5,000,529

Metals & Mining – 0.8%
Steel Dynamics, Inc.		120,160		2,340,717

				12,565,449

Health Care – 3.6%
Health Care Providers & Services – 3.6%
LifePoint Health, Inc.^(a)		48,778		3,811,025
Molina Healthcare, Inc.^(a)		32,740		2,442,077
WellCare Health Plans, Inc.^(a)		42,970		3,896,090

				10,149,192

Energy – 3.5%
Oil, Gas & Consumable Fuels – 3.5%
Noble Energy, Inc.		96,606		3,227,606
QEP Resources, Inc.		198,370		2,785,115
SM Energy Co.		102,180		3,750,006

				9,762,727

Consumer Staples – 2.4%
Food Products – 2.4%
Dean Foods Co.		154,935		2,550,230
Ingredion, Inc.		50,550		4,364,487

				6,914,717

Total Common Stocks (cost $241,521,904)				272,710,766


184		• AB POOLING PORTFOLIOS

AB Small-Mid Cap Value Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


SHORT-TERM INVESTMENTS – 2.4%
Investment Companies – 2.4%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(c)(d) (cost $6,866,624)		6,866,624	$	6,866,624


Total Investments Before Security Lending Collateral for Securities Loaned – 99.2% (cost $248,388,528)				279,577,390


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 2.3%
Investment Companies – 2.3%
AB Exchange Reserves – Class I, 0.11%^(c)(d) (cost $6,422,235)		6,422,235		6,422,235


Total Investments – 101.5% (cost $254,810,763)				285,999,625
Other assets less liabilities – (1.5)%				(4,275,853	)


Net Assets – 100.0%			$	281,723,772

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(c)

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

(d)

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

See notes to financial statements.


AB POOLING PORTFOLIOS •			185

AB Small-Mid Cap Value Portfolio—Portfolio of Investments

AB SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 98.0%
Information Technology – 22.8%
Communications Equipment – 1.2%
Palo Alto Networks, Inc.^(a)		19,660	$	3,228,565


Electronic Equipment, Instruments & Components – 1.0%
Zebra Technologies Corp. – Class A^(a)		32,727		2,712,414


Internet Software & Services – 4.0%
CoStar Group, Inc.^(a)		28,938		5,123,183
GrubHub, Inc.^(a)		60,240		1,593,348
HomeAway, Inc.^(a)		85,184		2,443,929
Pandora Media, Inc.^(a)		110,533		1,982,962

				11,143,422

IT Services – 2.7%
Vantiv, Inc. – Class A^(a)		114,901		5,060,240
VeriFone Systems, Inc.^(a)		83,604		2,611,789

				7,672,029

Semiconductors & Semiconductor Equipment – 2.8%
Cavium, Inc.^(a)		33,096		2,251,190
Intersil Corp. – Class A		74,524		785,483
Mellanox Technologies Ltd.^(a)		45,207		1,828,171
ON Semiconductor Corp.^(a)		317,849		3,037,047

				7,901,891

Software – 11.1%
Aspen Technology, Inc.^(a)		26,771		1,013,818
Barracuda Networks, Inc.^(a)(b)		40,466		1,063,851
Cadence Design Systems, Inc.^(a)		240,845		4,821,717
Guidewire Software, Inc.^(a)		62,875		3,515,341
NetSuite, Inc.^(a)		40,208		3,572,481
Qlik Technologies, Inc.^(a)		6,472		245,030
ServiceNow, Inc.^(a)		55,010		3,903,510
SolarWinds, Inc.^(a)		61,290		2,436,277
Tableau Software, Inc. – Class A^(a)		39,693		3,737,890
Take-Two Interactive Software, Inc.^(a)		91,328		2,660,385
Ultimate Software Group, Inc. (The)^(a)		23,875		4,206,536

				31,176,836

				63,835,157

Health Care – 22.6%
Biotechnology – 5.7%
Achillion Pharmaceuticals, Inc.^(a)		70,585		521,623
Agios Pharmaceuticals, Inc.^(a)(b)		12,888		1,113,523
Alder Biopharmaceuticals, Inc.^(a)		35,785		1,386,669
Anacor Pharmaceuticals, Inc.^(a)		14,690		1,915,723


186		• AB POOLING PORTFOLIOS

AB Small-Mid Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


DBV Technologies SA (Sponsored ADR)^(a)		36,386	$	1,420,146
Dyax Corp.^(a)		83,700		1,926,774
Isis Pharmaceuticals, Inc.^(a)		32,781		1,644,951
Medivation, Inc.^(a)		30,271		2,665,664
PTC Therapeutics, Inc.^(a)		21,830		833,688
Sage Therapeutics, Inc.^(a)		26,855		1,450,438
TESARO, Inc.^(a)		22,072		1,136,267

				16,015,466

Health Care Equipment & Supplies – 7.3%
Align Technology, Inc.^(a)		72,395		4,097,557
DexCom, Inc.^(a)		68,994		6,495,095
HeartWare International, Inc.^(a)(b)		38,018		3,254,341
Nevro Corp.^(a)		60,098		2,706,213
Sirona Dental Systems, Inc.^(a)		39,806		3,796,696

				20,349,902

Health Care Providers & Services – 5.7%
Acadia Healthcare Co., Inc.^(a)		70,274		5,132,110
Diplomat Pharmacy, Inc.^(a)		91,501		3,613,374
Envision Healthcare Holdings, Inc.^(a)		94,750		3,881,908
Premier, Inc. – Class A^(a)		93,026		3,316,377

				15,943,769

Life Sciences Tools & Services – 1.5%
ICON PLC^(a)		55,226		4,252,402


Pharmaceuticals – 2.4%
Akorn, Inc.^(a)		39,845		1,585,432
GW Pharmaceuticals PLC (ADR)^(a)		12,876		1,369,363
Jazz Pharmaceuticals PLC^(a)		14,176		2,393,192
Tetraphase Pharmaceuticals, Inc.^(a)		32,770		1,422,546

				6,770,533

				63,332,072

Industrials – 21.3%
Aerospace & Defense – 3.5%
Hexcel Corp.		109,187		5,269,365
TransDigm Group, Inc.^(a)		19,744		4,537,763

				9,807,128

Air Freight & Logistics – 1.3%
Expeditors International of Washington, Inc.		73,027		3,576,132


Electrical Equipment – 1.2%
AMETEK, Inc.		64,128		3,451,369


Industrial Conglomerates – 1.8%
Carlisle Cos., Inc.		48,727		4,906,809


AB POOLING PORTFOLIOS •			187

AB Small-Mid Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value



Machinery – 6.7%
IDEX Corp.		62,733	$	4,506,111
Lincoln Electric Holdings, Inc.		60,431		3,544,278
Middleby Corp. (The)^(a)		49,910		5,417,731
Valmont Industries, Inc.^(b)		22,260		2,366,015
Wabtec Corp./DE		30,860		2,955,154

				18,789,289

Marine – 1.3%
Kirby Corp.^(a)		50,328		3,549,634


Professional Services – 1.9%
Robert Half International, Inc.		105,026		5,359,477


Road & Rail – 1.1%
Genesee & Wyoming, Inc. – Class A^(a)		45,564		3,115,666


Trading Companies & Distributors – 2.5%
United Rentals, Inc.^(a)		44,128		3,059,394
Watsco, Inc.		33,240		4,070,571

				7,129,965

				59,685,469

Consumer Discretionary – 18.1%
Diversified Consumer Services – 2.9%
Bright Horizons Family Solutions, Inc.^(a)		76,419		4,670,729
Grand Canyon Education, Inc.^(a)		92,046		3,402,020

				8,072,749

Hotels, Restaurants & Leisure – 4.4%
Buffalo Wild Wings, Inc.^(a)		10,351		1,963,378
Habit Restaurants, Inc. (The)^(a)(b)		91,996		2,292,540
Norwegian Cruise Line Holdings Ltd.^(a)		69,717		4,015,699
Wyndham Worldwide Corp.		52,603		4,023,078

				12,294,695

Household Durables – 1.8%
Tempur Sealy International, Inc.^(a)		66,757		4,874,596


Media – 1.1%
AMC Networks, Inc. – Class A^(a)		43,970		3,182,549


Specialty Retail – 7.0%
Five Below, Inc.^(a)		105,396		4,075,663
Lithia Motors, Inc. – Class A		31,540		3,362,164
Select Comfort Corp.^(a)		135,801		3,306,754
Tractor Supply Co.		48,218		4,113,478
Ulta Salon Cosmetics & Fragrance, Inc.^(a)		29,552		4,671,876

				19,529,935


188		• AB POOLING PORTFOLIOS

AB Small-Mid Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Textiles, Apparel & Luxury Goods – 0.9%
Under Armour, Inc. – Class A^(a)		27,131	$	2,591,824

				50,546,348

Financials – 8.8%
Banks – 5.2%
First Republic Bank/CA		56,731		3,421,447
IBERIABANK Corp.		46,554		2,835,138
Signature Bank/New York NY^(a)		31,951		4,265,139
SVB Financial Group^(a)		33,066		4,135,895

				14,657,619

Capital Markets – 3.6%
Affiliated Managers Group, Inc.^(a)		17,855		3,328,886
Lazard Ltd. – Class A		82,584		4,106,902
Stifel Financial Corp.^(a)		55,879		2,603,962

				10,039,750

				24,697,369

Materials – 2.4%
Chemicals – 1.5%
PolyOne Corp.		125,195		4,065,082


Construction Materials – 0.9%
Martin Marietta Materials, Inc.		15,675		2,630,265

				6,695,347

Energy – 1.6%
Energy Equipment & Services – 0.9%
Oceaneering International, Inc.		56,310		2,467,504


Oil, Gas & Consumable Fuels – 0.7%
Concho Resources, Inc.^(a)		19,374		2,095,492

				4,562,996

Consumer Staples – 0.4%
Food Products – 0.4%
Blue Buffalo Pet Products, Inc.^(a)		37,683		962,801


Total Common Stocks (cost $209,844,596)				274,317,559


SHORT-TERM INVESTMENTS – 2.3%
Investment Companies – 2.3%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(c)(d) (cost $6,308,128)		6,308,128		6,308,128


Total Investments Before Security Lending Collateral for Securities Loaned – 100.3% (cost $216,152,724)				280,625,687


AB POOLING PORTFOLIOS •			189

AB Small-Mid Cap Growth Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 2.8%
Investment Companies – 2.8%
AB Exchange Reserves – Class I, 0.11%^(c)(d) (cost $7,862,001)		7,862,001	$	7,862,001


Total Investments – 103.1% (cost $224,014,725)				288,487,688
Other assets less liabilities – (3.1)%				(8,614,552	)


Net Assets – 100.0%			$	279,873,136

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(c)

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

(d)

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

Glossary:

ADR

– American Depositary Receipt

See notes to financial statements.


190		• AB POOLING PORTFOLIOS

AB Small-Mid Cap Growth Portfolio—Portfolio of Investments

AB MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 54.9%
Energy – 23.6%
Coal & Consumable Fuels – 0.1%
Cameco Corp.		24,968	$	351,290
China Shenhua Energy Co., Ltd. – Class H		215,570		373,573
Coal India Ltd.		31,180		170,772
CONSOL Energy, Inc.^(a)		14,564		221,810

				1,117,445

Integrated Oil & Gas – 16.0%
BG Group PLC		760,800		11,547,096
BP PLC		2,130,336		11,807,952
Chevron Corp.		223,268		18,082,475
China Petroleum & Chemical Corp. – Class H		2,326,000		1,559,684
Exxon Mobil Corp.		484,472		36,451,673
Galp Energia SGPS SA		106,230		1,120,855
Gazprom PAO (Sponsored ADR)^(a)		87,300		394,596
Lukoil PJSC (London) (Sponsored ADR)^(a)		69,780		2,694,206
Petroleo Brasileiro SA (ADR)^(a)(b)		249,880		1,464,297
Petroleo Brasileiro SA (Sponsored ADR)^(a)(b)		794,458		4,004,068
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		356,763		9,365,084
Royal Dutch Shell PLC – Class A		273,825		7,133,765
Royal Dutch Shell PLC – Class B		353,887		9,239,662
TOTAL SA		400,687		18,474,234

				133,339,647

Oil & Gas Equipment & Services – 0.3%
Aker Solutions ASA^(c)		234,860		985,281
Deep Sea Supply PLC^(a)		1,185,286		315,050
Helix Energy Solutions Group, Inc.^(b)		62,480		434,236
Petroleum Geo-Services ASA^(a)		141,370		641,626

				2,376,193

Oil & Gas Exploration & Production – 6.8%
Anadarko Petroleum Corp.		86,144		6,166,187
Apache Corp.		26,555		1,201,348
Cabot Oil & Gas Corp.		28,231		668,228
Canadian Natural Resources Ltd.		236,499		5,330,036
CNOOC Ltd.		3,775,800		4,732,836
Concho Resources, Inc.^(b)		8,088		874,798
ConocoPhillips		147,372		7,243,334
Det Norske Oljeselskap ASA^(a)(b)		286,004		1,707,146
Devon Energy Corp.		26,275		1,120,892
EOG Resources, Inc.		95,100		7,447,280
EQT Corp.		10,473		815,009
Hess Corp.		76,740		4,562,193
Inpex Corp.		154,900		1,570,095
Marathon Oil Corp.		44,530		769,924


AB POOLING PORTFOLIOS •			191

AB Multi-Asset Real Return Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Murphy Oil Corp.		66,450	$	2,059,950
Noble Energy, Inc.		30,211		1,009,350
Occidental Petroleum Corp.		68,250		4,982,932
Pioneer Natural Resources Co.		10,175		1,252,136
SM Energy Co.		52,930		1,942,531
Whiting Petroleum Corp.^(b)		14,070		271,973
Woodside Petroleum Ltd.		54,049		1,243,978

				56,972,156

Oil & Gas Refining & Marketing – 0.4%
JX Holdings, Inc.		333,100		1,288,909
Marathon Petroleum Corp.		15,140		716,273
Valero Energy Corp.		17,590		1,043,791

				3,048,973

				196,854,414

Equity: Other – 9.8%
Diversified/Specialty – 8.7%
Alexandria Real Estate Equities, Inc.		2,700		232,173
Ayala Land, Inc.		1,487,782		1,143,059
Azrieli Group		6,851		270,304
Bakrieland Development Tbk PT^(b)		3,227,600		11,486
Beni Stabili SpA SIIQ		196,904		152,937
British Land Co. PLC (The)		289,043		3,603,939
Bumi Serpong Damai Tbk PT		1,450,000		165,669
CA Immobilien Anlagen AG^(b)		56,901		1,059,616
Canadian Real Estate Investment Trust		2,725		84,923
CapitaLand Ltd.^(a)		477,900		957,789
CBRE Group, Inc. – Class A^(b)		17,840		571,237
Central Pattana PCL		266,100		334,063
Cheung Kong Property Holdings Ltd.^(b)		87,500		616,297
Ciputra Development Tbk PT		2,094,400		129,374
ClubCorp Holdings, Inc.		28,264		636,223
Cofinimmo SA		9,645		1,012,799
Country Garden Holdings Co., Ltd.		1,426,000		499,459
CSR Ltd.		85,980		189,917
Dalian Wanda Commercial Properties Co., Ltd. – Class H^(c)		71,500		440,978
Digital Realty Trust, Inc.		5,115		323,882
Duke Realty Corp.		54,860		990,771
East Japan Railway Co.		5,600		517,378
Emira Property Fund Ltd.		262,530		348,056
Evergrande Real Estate Group Ltd.^(a)		1,079,750		721,544
Fastighets AB Balder – Class B^(b)		17,367		303,635
Fibra Uno Administracion SA de CV		477,188		1,025,621
Folkestone Education Trust		136,750		205,487
Fonciere Des Regions		6,743		562,266
Forest City Enterprises, Inc. – Class A^(b)		8,645		186,127


192		• AB POOLING PORTFOLIOS

AB Multi-Asset Real Return Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Fukuoka REIT Corp.^(a)		113	$	175,478
Gecina SA		6,450		814,065
Globe Trade Centre SA^(b)		50,597		79,059
GPT Group (The)		422,787		1,351,174
Gramercy Property Trust, Inc.		57,032		1,260,977
Great Portland Estates PLC		64,788		817,148
Growthpoint Properties Ltd.		492,118		970,820
H&R Real Estate Investment Trust		10,347		162,409
Hemfosa Fastigheter AB		65,166		715,788
Henderson Land Development Co., Ltd.		192,920		1,192,047
Hufvudstaden AB – Class A		20,892		267,978
Hulic Co., Ltd.		66,350		609,079
Hung Poo Real Estate Development Corp.		25,000		14,981
IMMOFINANZ AG^(b)		388,380		968,625
IOI Properties Group Bhd		387,700		169,080
Kaisa Group Holdings Ltd.^(a)(b)(d)(e)		1,057,000		185,499
Kennedy Wilson Europe Real Estate PLC		55,079		1,000,702
Kiwi Property Group Ltd.		238,394		197,788
KLCCP Stapled Group		89,100		148,500
Land Securities Group PLC		148,203		2,830,952
Lend Lease Group		73,639		728,647
Leopalace21 Corp.^(b)		47,700		231,876
Lippo Karawaci Tbk PT		3,779,100		288,181
Longfor Properties Co., Ltd.		286,950		348,704
Mah Sing Group Bhd		307,575		101,629
Mapletree Greater China Commercial Trust^(c)		365,100		245,705
Merlin Properties Socimi SA^(b)		204,948		2,376,406
Mitsubishi Estate Co., Ltd.		289,000		6,216,629
Mitsui Fudosan Co., Ltd.		222,000		6,151,294
New World China Land Ltd.		512,000		310,079
New World Development Co., Ltd.		1,466,000		1,488,245
Nomura Real Estate Holdings, Inc.		10,200		191,340
Oberoi Realty Ltd.		15,540		52,026
Orix JREIT, Inc.^(a)		586		738,272
Pakuwon Jati Tbk PT		4,561,000		123,667
Pruksa Real Estate PCL		131,700		93,691
Quality Houses PCL		490,583		32,299
Redefine Properties Ltd.		820,082		710,606
Resilient Property Income Fund Ltd.		48,104		405,268
SA Corporate Real Estate Fund Nominees Pty Ltd.		422,900		162,652
SM Prime Holdings, Inc.		1,538,450		641,244
SP Setia Bhd Group		170,550		125,476
Spirit Realty Capital, Inc.		115,886		1,112,506
Sponda Oyj		45,324		182,308
Sumitomo Realty & Development Co., Ltd.		119,000		4,018,199
Summarecon Agung Tbk PT		2,134,900		245,752
Sun Hung Kai Properties Ltd.		429,663		5,446,346


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Company	Shares		U.S. $ Value


Sunac China Holdings Ltd.		355,400	$	192,691
Suntec Real Estate Investment Trust		450,100		487,919
Supalai PCL		117,200		54,930
Swiss Prime Site AG (REG)^(b)		11,941		937,401
Taiheiyo Cement Corp.		52,000		175,687
United Urban Investment Corp.		472		619,798
UOL Group Ltd.^(a)		301,148		1,335,419
VEREIT, Inc.		68,275		555,759
Vornado Realty Trust		10,204		889,687
Wallenstam AB – Class B		37,238		283,889
West China Cement Ltd.^(a)		6,216,000		1,006,348
WHA Corp. PCL^(b)		678,000		65,445
Wharf Holdings Ltd. (The)		257,000		1,449,842
WP Carey, Inc.		3,322		190,915

				72,243,935

Health Care – 0.8%
Care Capital Properties, Inc.^(b)		6,643		211,181
Chartwell Retirement Residences		54,350		481,697
HCP, Inc.		56,570		2,096,485
Health Care REIT, Inc.		23,680		1,500,128
LTC Properties, Inc.		24,140		984,671
Omega Healthcare Investors, Inc.		6,090		205,720
Ventas, Inc.		25,112		1,381,662

				6,861,544

Triple Net – 0.3%
National Retail Properties, Inc.		37,505		1,303,299
Realty Income Corp.^(a)		26,728		1,194,474

				2,497,773

				81,603,252

Materials – 7.5%
Aluminum – 0.1%
Alcoa, Inc.		15,205		143,687
Norsk Hydro ASA		211,219		727,364

				871,051

Commodity Chemicals – 0.3%
LyondellBasell Industries NV – Class A		16,920		1,444,630
Westlake Chemical Corp.		20,410		1,127,244

				2,571,874

Diversified Chemicals – 0.3%
Arkema SA		24,196		1,704,447
Eastman Chemical Co.		11,050		800,683

				2,505,130

Diversified Metals & Mining – 3.1%
Anglo American PLC		16,191		181,435
Aurubis AG		22,710		1,503,487


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Company	Shares		U.S. $ Value


BHP Billiton Ltd.		220,938	$	4,047,075
BHP Billiton PLC		24,483		430,420
Boliden AB		91,840		1,511,707
First Quantum Minerals Ltd.^(a)		125,670		655,288
Freeport-McMoRan, Inc.		73,560		782,678
Glencore PLC^(b)		1,682,257		3,797,295
Korea Zinc Co., Ltd.		4,270		1,857,527
Lundin Mining Corp.^(b)		253,660		861,858
MMC Norilsk Nickel PJSC (ADR)^(a)		169,320		2,679,617
Rio Tinto Ltd.		5,129		183,944
Rio Tinto PLC		181,160		6,614,265
South32 Ltd.^(b)		339,000		365,930

				25,472,526

Fertilizers & Agricultural Chemicals – 1.3%
CF Industries Holdings, Inc.		45,291		2,598,798
Monsanto Co.		41,119		4,015,271
Mosaic Co. (The)		14,534		593,423
Potash Corp. of Saskatchewan, Inc.		36,428		948,634
Syngenta AG (REG)		4,080		1,367,863
UPL Ltd.		208,160		1,579,151

				11,103,140

Forest Products – 0.0%
West Fraser Timber Co., Ltd.		3,026		117,834


Gold – 1.0%
Agnico Eagle Mines Ltd.^(a)		84,805		2,076,936
Barrick Gold Corp.		48,971		340,593
Franco-Nevada Corp.		6,561		284,264
Goldcorp, Inc.		206,617		2,866,190
Koza Altin Isletmeleri AS		91,170		765,614
Newcrest Mining Ltd.^(b)		33,565		267,817
Newmont Mining Corp.		22,268		380,115
Randgold Resources Ltd.		23,802		1,439,439
Real Gold Mining Ltd.^(b)(d)(e)		686,500		– 0	–^{^}

				8,420,968

Paper Packaging – 0.2%
Smurfit Kappa Group PLC		49,420		1,436,892


Paper Products – 0.3%
International Paper Co.		17,625		760,343
Mondi PLC		51,638		1,160,498
Stora Enso Oyj – Class R		24,188		214,608
UPM-Kymmene Oyj		23,454		389,869

				2,525,318


AB POOLING PORTFOLIOS •			195

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Company	Shares		U.S. $ Value


Precious Metals & Minerals – 0.1%
Fresnillo PLC		9,290	$	88,046
Industrias Penoles SAB de CV		5,875		83,777
Silver Wheaton Corp.		83,690		1,026,087

				1,197,910

Specialty Chemicals – 0.1%
Johnson Matthey PLC		18,980		782,330


Steel – 0.7%
ArcelorMittal (Euronext Amsterdam)		11,619		90,736
JFE Holdings, Inc.		5,900		91,367
Nippon Steel & Sumitomo Metal Corp.		89,920		184,392
Novolipetsk Steel OJSC (GDR)^(c)		104,480		1,244,452
Nucor Corp.		3,705		160,390
POSCO		810		130,427
Severstal PAO (GDR)^(c)		83,130		885,335
ThyssenKrupp AG		4,262		92,129
Vale SA (Preference Shares)		21,990		85,798
Vale SA (Sponsored ADR) (Local Preference Shares)		486,490		1,887,581
voestalpine AG		22,630		825,057

				5,677,664

				62,682,637

Retail – 5.1%
Regional Mall – 1.5%
BR Malls Participacoes SA		85,310		263,459
CapitaLand Mall Trust		488,400		663,539
General Growth Properties, Inc.		33,325		845,788
Macerich Co. (The)		5,969		454,719
Multiplan Empreendimentos Imobiliarios SA		25,050		284,438
Pennsylvania Real Estate Investment Trust		56,910		1,129,094
Simon Property Group, Inc.		31,486		5,646,069
Taubman Centers, Inc.		2,336		161,161
Westfield Corp.		388,613		2,691,062

				12,139,329

Shopping Center/Other Retail – 3.6%
Capital & Counties Properties PLC		136,885		924,489
CapitaMalls Malaysia Trust		215,100		68,115
Citycon Oyj^(b)		73,772		185,200
DDR Corp.		59,269		906,223
Federal Realty Investment Trust		2,595		334,963
Federation Centres		926,180		1,861,857
Fibra Shop Portafolios Inmobiliarios SAPI de CV		462,864		454,338
Hammerson PLC		195,745		1,871,730
Hyprop Investments Ltd.		78,785		736,744


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Company	Shares		U.S. $ Value


IGB Real Estate Investment Trust		327,600	$	102,180
Iguatemi Empresa de Shopping Centers SA		11,700		66,458
Intu Properties PLC		172,930		849,620
Japan Retail Fund Investment Corp.^(a)		695		1,277,600
JB Hi-Fi Ltd.^(a)		33,720		455,558
Kimco Realty Corp.		15,534		358,059
Kite Realty Group Trust		39,600		930,996
Klepierre		54,868		2,414,685
Link REIT		499,378		2,651,238
Mercialys SA		32,170		724,356
Ramco-Gershenson Properties Trust		57,554		892,087
Regency Centers Corp.		3,524		209,008
Renhe Commercial Holdings Co., Ltd.^(a)(b)		3,130,000		177,816
Retail Opportunity Investments Corp.		60,829		969,006
RioCan Real Estate Investment Trust (Toronto)		11,984		221,444
Scentre Group		1,403,967		3,802,944
Smart Real Estate Investment Trust		4,188		93,176
Unibail-Rodamco SE		22,864		5,935,989
Vastned Retail NV		13,948		635,679

				30,111,558

				42,250,887

Residential – 4.0%
Multi-Family – 3.5%
Advance Residence Investment Corp.		241		500,359
Apartment Investment & Management Co. – Class A		5,906		212,793
AvalonBay Communities, Inc.		12,858		2,122,341
Boardwalk Real Estate Investment Trust		1,501		62,215
BUWOG AG^(a)(b)		9,570		201,823
Camden Property Trust		3,265		235,178
Canadian Apartment Properties REIT		4,460		94,922
China Overseas Land & Investment Ltd.		758,650		2,222,098
China Resources Land Ltd.		980,966		2,474,975
China Vanke Co., Ltd. – Class H^(a)		821,775		1,871,136
CIFI Holdings Group Co., Ltd.		2,114,000		391,935
Corp. GEO SAB de CV Series B^(b)(d)(e)		108,590		– 0	–^{^}
Cyrela Brazil Realty SA Empreendimentos e Participacoes		52,720		122,109
Desarrolladora Homex SAB de CV^(a)(b)(d)(e)		1,300		31
Deutsche Annington Immobilien SE		97,974		3,211,225
Deutsche Wohnen AG		63,801		1,678,802
Emlak Konut Gayrimenkul Yatirim Ortakligi AS		830,383		711,499
Equity LifeStyle Properties, Inc.		2,886		160,923
Equity Residential		23,798		1,695,608
Essex Property Trust, Inc.		8,190		1,757,738


AB POOLING PORTFOLIOS •			197

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Company	Shares		U.S. $ Value


Ichigo Real Estate Investment Corp.		510	$	355,514
Japan Rental Housing Investments, Inc.		414		264,731
KWG Property Holding Ltd.		882,500		558,521
Land & Houses PCL		692,300		150,611
LEG Immobilien AG^(b)		10,768		807,245
LPN Development PCL		113,600		49,476
Mid-America Apartment Communities, Inc.		18,174		1,428,295
MRV Engenharia e Participacoes SA		56,300		98,888
Shenzhen Investment Ltd.		582,000		208,054
Shimao Property Holdings Ltd.		246,000		344,286
Sino-Ocean Land Holdings Ltd.		727,350		375,585
Stockland		757,187		2,103,807
Sun Communities, Inc.		12,171		793,671
UDR, Inc.		9,787		316,120
UNITE Group PLC (The)		42,130		416,434
Urbi Desarrollos Urbanos SAB de CV^(a)(b)(d)(e)		52,560		– 0	–
Wing Tai Holdings Ltd.		634,000		739,920
Yuexiu Property Co., Ltd.		1,238,000		195,592

				28,934,460

Self Storage – 0.5%
CubeSmart		43,510		1,100,368
Extra Space Storage, Inc.		19,404		1,425,806
National Storage Affiliates Trust		54,771		708,737
Public Storage		5,481		1,103,161
Safestore Holdings PLC		94,810		424,427

				4,762,499

				33,696,959

Office – 2.1%
Office – 2.1%
Allied Properties Real Estate Investment Trust		24,205		641,370
alstria office REIT-AG^(a)(b)		52,065		696,807
Ascendas India Trust		136,400		85,713
Befimmo SA		3,170		195,610
Boston Properties, Inc.		9,191		1,042,075
Castellum AB		30,897		437,252
Cominar Real Estate Investment Trust		6,257		77,190
Cousins Properties, Inc.		62,390		572,116
Derwent London PLC		18,766		1,030,821
Dream Office Real Estate Investment Trust		33,270		537,641
Entra ASA^(c)		61,950		521,696
Fabege AB		76,109		1,075,751
Highwoods Properties, Inc.		17,210		652,947
Hongkong Land Holdings Ltd.		353,500		2,449,221
Hudson Pacific Properties, Inc.		19,170		544,236
Inmobiliaria Colonial SA^(b)		315,792		221,327


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Company	Shares		U.S. $ Value


Investa Office Fund		121,280	$	331,594
Japan Prime Realty Investment Corp.		111		358,809
Japan Real Estate Investment Corp.		236		989,278
Kenedix Office Investment Corp. – Class A		158		702,622
Kilroy Realty Corp.		5,868		380,598
Liberty Property Trust		18,039		554,519
Nippon Building Fund, Inc.		256		1,075,546
Norwegian Property ASA^(b)		46,499		55,030
PSP Swiss Property AG (REG)^(b)		7,492		648,956
SL Green Realty Corp.		3,764		389,612
Tokyo Tatemono Co., Ltd.		38,800		487,391
Workspace Group PLC		34,180		469,910

				17,225,638

Industrials – 1.2%
Industrial Warehouse Distribution – 0.9%
Ascendas Real Estate Investment Trust		370,600		584,890
DCT Industrial Trust, Inc.		25,630		822,979
Global Logistic Properties Ltd.		574,800		904,970
GLP J-Reit^(a)		317		296,782
Granite Real Estate Investment Trust		27,959		789,842
Japan Logistics Fund, Inc.		125		225,653
Mapletree Industrial Trust		197,300		214,793
Mapletree Logistics Trust		556,012		385,968
Mexico Real Estate Management SA de CV^(b)		431,300		588,567
Nippon Prologis REIT, Inc.		131		237,124
PLA Administradora Industrial S de RL de CV^(b)		185,450		350,749
Prologis, Inc.		19,804		752,552
Segro PLC		139,725		890,679
Warehouses De Pauw CVA		7,920		633,244

				7,678,792

Mixed Office Industrial – 0.3%
BR Properties SA		36,820		102,541
Goodman Group		484,823		2,095,362
Green REIT PLC		124,390		209,501
Kungsleden AB		34,286		229,180

				2,636,584

				10,315,376

Lodging – 0.7%
Lodging – 0.7%
Ashford Hospitality Trust, Inc.		59,718		462,217
Host Hotels & Resorts, Inc.		28,573		506,599
Japan Hotel REIT Investment Corp.		609		375,418
Pebblebrook Hotel Trust		30,350		1,155,121
RLJ Lodging Trust		44,050		1,213,137


AB POOLING PORTFOLIOS •			199

AB Multi-Asset Real Return Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


Starwood Hotels & Resorts Worldwide, Inc.		5,490	$	392,370
Summit Hotel Properties, Inc.		71,900		872,147
Wyndham Worldwide Corp.		13,780		1,053,895

				6,030,904

Food Beverage & Tobacco – 0.5%
Agricultural Products – 0.4%
Archer-Daniels-Midland Co.		64,221		2,889,302
Bunge Ltd.		6,384		462,521

				3,351,823

Packaged Foods & Meats – 0.1%
Tyson Foods, Inc. – Class A		22,360		945,381

				4,297,204

Mortgage – 0.2%
Mortgage – 0.2%
Blackstone Mortgage Trust, Inc. – Class A		15,230		421,719
Concentradora Hipotecaria SAPI de CV		248,000		400,772
First American Financial Corp.		13,040		506,734

				1,329,225

Financial: Other – 0.1%
Financial: Other – 0.1%
DLF Ltd.		84,276		140,254
HFF, Inc. – Class A		10,280		373,472

				513,726

Transportation – 0.1%
Airport Services – 0.1%
Kobenhavns Lufthavne		924		496,358


Real Estate – 0.0%
Developers – 0.0%
Daelim Industrial Co., Ltd.		3,780		214,861


Total Common Stocks (cost $540,107,623)				457,511,441


	Principal Amount (000)
INFLATION-LINKED SECURITIES – 26.2%
United States – 26.2%
U.S. Treasury Inflation Index
0.125%, 4/15/16 (TIPS)^(f)(g)		214,053		211,998,793
0.625%, 7/15/21 (TIPS)		5,863		5,956,851


Total Inflation-Linked Securities (cost $221,358,237)				217,955,644


200		• AB POOLING PORTFOLIOS

AB Multi-Asset Real Return Portfolio—Portfolio of Investments



Company	Shares		U.S. $ Value


INVESTMENT COMPANIES – 5.3%
Funds and Investment Trusts – 5.3%
iShares US Real Estate ETF^(a)		38,220	$	2,693,746
SPDR S&P Dividend ETF^(a)		336,100		24,757,126
Vanguard Dividend Appreciation ETF^(a)		216,100		16,330,677


Total Investment Companies (cost $45,491,463)				43,781,549


WARRANTS – 0.1%
Equity: Other – 0.1%
Diversified/Specialty – 0.1%
Eastern & Oriental Bhd, expiring 7/21/19^(b)		17,110		835
Emaar Properties PJSC, Merrill Lynch Intl & Co., expiring 10/01/15^(b)		419,279		770,545


Total Warrants (cost $552,297)				771,380


SHORT-TERM INVESTMENTS – 12.4%
Investment Companies – 12.4%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(h)(i) (cost $103,524,528)		103,524,528		103,524,528


Total Investments Before Security Lending Collateral for Securities Loaned – 98.9% (cost $911,034,148)				823,544,542


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 3.2%
Investment Companies – 3.2%
AB Exchange Reserves – Class I, 0.11%^(h)(i)(cost $26,857,470)		26,857,470		26,857,470


Total Investments – 102.1% (cost $937,891,618)				850,402,012
Other assets less liabilities – (2.1)%				(17,575,380	)


Net Assets – 100.0%			$	832,826,632


AB POOLING PORTFOLIOS •			201

AB Multi-Asset Real Return Portfolio—Portfolio of Investments

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Coffee ‘C’ Futures		44		December 2015	$	2,101,414	$	2,050,950	$	(50,464	)
Gold 100 OZ Futures		92		December 2015		10,076,986		10,419,000		342,014
Lean Hogs Futures		91		October 2015		2,292,534		2,476,110		183,576
LME Lead Futures		20		September 2015		894,936		864,750		(30,186	)
LME Nickel Futures		44		September 2015		3,204,615		2,650,032		(554,583	)
LME Nickel Futures		44		October 2015		2,680,922		2,653,200		(27,722	)
LME PRI Aluminum Futures		50		September 2015		1,993,903		1,994,375		472
LME Zinc Futures		7		September 2015		357,809		316,706		(41,103	)
LME Zinc Futures		7		October 2015		320,269		316,750		(3,519	)
Palladium Futures		44		December 2015		2,632,415		2,649,900		17,485
Platinum Futures		83		October 2015		4,568,537		4,193,575		(374,962	)
Soybean Futures		31		November 2015		1,405,554		1,375,625		(29,929	)
Sugar 11 (World) Futures		467		October 2015		6,337,792		5,591,298		(746,494	)
WTI Crude Futures		301		November 2017		23,904,355		17,774,050		(6,130,305	)
WTI Crude Futures		569		November 2018		45,113,635		34,845,560		(10,268,075	)
WTI Crude Futures		278		November 2019		19,355,366		17,494,540		(1,860,826	)

Sold Contracts
Coff Robusta Futures		126		November 2015		2,168,582		2,029,860		138,722
Cotton No. 2 Futures		22		December 2015		712,561		693,000		19,561
KC HRW Wheat (CBT) Futures		60		December 2015		1,485,054		1,463,250		21,804
Live Cattle Futures		38		October 2015		2,274,303		2,176,640		97,663
LME Lead Futures		20		September 2015		858,197		864,750		(6,553	)
LME Nickel Futures		44		September 2015		2,677,353		2,650,032		27,321
LME PRI Aluminum Futures		50		September 2015		2,120,628		1,994,375		126,253
LME PRI Aluminum Futures		123		October 2015		4,923,440		4,965,356		(41,916	)
LME Zinc Futures		7		September 2015		320,231		316,706		3,525

									$	(19,188,241	)


202		• AB POOLING PORTFOLIOS

AB Multi-Asset Real Return Portfolio—Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America		USD	36,428		NOK	282,717		9/17/15	$	(2,261,905	)
Barclays Bank PLC		INR	83,602		USD	1,287		9/16/15		30,296
Barclays Bank PLC		EUR	70,553		USD	79,891		9/17/15		703,221
Barclays Bank PLC		JPY	3,196,341		USD	26,069		9/17/15		(301,328	)
Barclays Bank PLC		USD	3,254		CHF	3,013		9/17/15		(135,213	)
Barclays Bank PLC		USD	1,507		IDR	20,453,303		9/17/15		(64,262	)
BNP Paribas SA		USD	4,258		HKD	33,011		9/17/15		1,610
Citibank		USD	1,956		RUB	112,835		9/10/15		(202,793	)
Citibank		USD	5,869		EUR	5,150		9/17/15		(88,638	)
Credit Suisse International		NOK	293,125		USD	35,904		9/17/15		480,164
Deutsche Bank AG		AUD	7,288		USD	5,345		12/15/15		185,631
Goldman Sachs Bank USA		BRL	10,288		USD	2,821		9/02/15		(15,597	)
Goldman Sachs Bank USA		USD	2,877		BRL	10,288		9/02/15		(39,778	)
Goldman Sachs Bank USA		RUB	112,835		USD	1,713		9/10/15		(39,498	)
Goldman Sachs Bank USA		CAD	23,967		USD	18,888		9/17/15		671,646
Goldman Sachs Bank USA		USD	5,201		CNY	32,004		9/17/15		(206,448	)
Goldman Sachs Bank USA		USD	2,560		JPY	306,820		9/17/15		(28,841	)
Goldman Sachs Bank USA		USD	4,029		ZAR	50,519		9/17/15		(228,961	)
HSBC Bank USA		SGD	2,830		USD	2,015		9/17/15		10,383
HSBC Bank USA		SGD	481		USD	341		12/15/15		1,788
Morgan Stanley & Co., Inc.		USD	1,717		BRL	6,164		9/17/15		(26,226	)
Morgan Stanley & Co., Inc.		USD	11,872		JPY	1,473,247		9/17/15		282,626
Morgan Stanley & Co., Inc.		GBP	1,611		USD	2,470		12/15/15		(832	)
Northern Trust Company		EUR	1,990		USD	2,238		12/15/15		615
Royal Bank of Scotland PLC		BRL	10,288		USD	3,163		9/02/15		325,939
Royal Bank of Scotland PLC		USD	2,821		BRL	10,288		9/02/15		15,597
Royal Bank of Scotland PLC		AUD	8,438		USD	6,505		9/17/15		505,051
Royal Bank of Scotland PLC		CNY	32,004		USD	4,903		9/17/15		(90,916	)
Royal Bank of Scotland PLC		USD	10,215		CAD	13,354		9/17/15		(64,825	)
Royal Bank of Scotland PLC		USD	504		MYR	1,893		9/17/15		(50,319	)
Royal Bank of Scotland PLC		USD	2,106		SGD	2,830		9/17/15		(101,364	)
Royal Bank of Scotland PLC		CNY	108,774		USD	16,574		12/15/15		(162,606	)
Royal Bank of Scotland PLC		NOK	30,549		USD	3,703		12/15/15		15,461
Royal Bank of Scotland PLC		NZD	26,579		USD	17,410		12/15/15		689,002
Royal Bank of Scotland PLC		RUB	516,754		USD	7,590		12/15/15		(182,957	)
Standard Chartered Bank		CAD	13,887		USD	11,296		9/17/15		740,719
State Street Bank & Trust Co.		EUR	1,314		USD	1,489		9/17/15		14,541
State Street Bank & Trust Co.		JPY	52,947		USD	432		9/17/15		(4,781	)
State Street Bank & Trust Co.		USD	40,126		EUR	35,891		9/17/15		157,982
State Street Bank & Trust Co.		USD	5,095		EUR	4,464		9/17/15		(84,795	)
State Street Bank & Trust Co.		USD	12,733		GBP	8,141		9/17/15		(241,526	)
State Street Bank & Trust Co.		USD	67		SEK	551		9/17/15		(1,761	)
UBS AG		BRL	14,375		USD	4,482		9/17/15		539,768
UBS AG		GBP	20,851		USD	32,375		9/17/15		381,905
UBS AG		HKD	25,515		USD	3,290		9/17/15		(2,568	)
UBS AG		USD	4,439		GBP	2,807		9/17/15		(131,889	)

									$	993,318

PUT OPTIONS WRITTEN (see Note C)


Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Market Vectors Gold^(j)		4,100,180	$	13.00		September 2015	$	2,848,805	$	(1,406,579	)
United States Oil Fund^(j)		5,895,640		10.50		September 2015		235,826		(19,898	)
United States Oil Fund LP^(k)		58,956		10.50		September 2015		233,301		(147,390	)

							$	3,317,932	$	(1,573,867	)


AB POOLING PORTFOLIOS •			203

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INFLATION (CPI) SWAPS (see Note C)


					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	$	10,150		3/25/25		2.205	%		CPI	^#	$	11,526
Deutsche Bank AG		59,114		3/25/25		2.205	%		CPI	^#		67,126
Deutsche Bank AG		70,937		3/25/25		2.205	%		CPI	^#		80,551
Deutsche Bank AG		28,794		3/26/25		2.195	%		CPI	^#		45,936
Deutsche Bank AG		57,586		3/26/25		2.170	%		CPI	^#		156,337
Deutsche Bank AG		102,000		7/30/25		2.278	%		CPI	^#		(97,323	)
JPMorgan Chase Bank, NA		116,340		3/30/25		2.170	%		CPI	^#		327,179
JPMorgan Chase Bank, NA		116,340		4/01/25		2.170	%		CPI	^#		323,919

											$	915,251

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

TOTAL RETURN SWAPS (see Note C)


Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received			Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Goldman Sachs International
Bloomberg Commodity Index 2 Months Forwards		190,126		0.11	%	$	37,086		9/15/15	$	448,291
JPMorgan Chase Bank, NA
Bloomberg Commodity Index 2 Months Forwards		1,155,897		0.11	%		225,468		9/15/15		2,725,443
Bloomberg Commodity Index 2 Months Forwards		50,727		0.11	%		9,895		9/15/15		119,680

Pay Total Return on Reference Obligation
Morgan Stanley Capital Services LLC
United States Oil Fund LP		1,266,231		LIBOR Minus 1.78	%		22,295		10/15/15		2,125,377
United States Oil Fund LP		1,225,720		LIBOR Minus 1.78	%		15,591		10/15/15		(3,885,532	)

										$	1,533,259

Less than $0.50

(a)

Represents entire or partial securities out on loan. See Note D for securities lending information.

(b)

Non-income producing security.

(c)

(d)

Fair valued by the Adviser.

(e)

Illiquid security.

(f)

Position, or a portion thereof, has been segregated to collateralize margin requirements for open futures contracts.


204		• AB POOLING PORTFOLIOS

AB Multi-Asset Real Return Portfolio—Portfolio of Investments

(g)

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

(h)

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

(i)

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

(j)

One contract relates to 1 share.

(k)

One contract relates to 100 shares.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CNY – Chinese Yuan Renminbi

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

MYR – Malaysian Ringgit

NOK – Norwegian Krone

NZD – New Zealand Dollar

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

USD – United States Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

CBT – Chicago Board of Trade

CPI – Consumer Price Index

ETF – Exchange Traded Fund

GDR – Global Depositary Receipt

KC HRW – Kansas City Hard Red Winter

LIBOR – London Interbank Offered Rates

LME – London Metal Exchange

OJSC – Open Joint Stock Company

PJSC – Public Joint Stock Company

REG – Registered Shares

REIT – Real Estate Investment Trust

SPDR – Standard & Poor’s Depository Receipt

TIPS – Treasury Inflation Protected Security

WTI – West Texas Intermediate

See notes to financial statements.


AB POOLING PORTFOLIOS •			205

AB Multi-Asset Real Return Portfolio—Portfolio of Investments

AB VOLATILITY MANAGEMENT

PORTFOLIO OF INVESTMENTS

August 31, 2015


Company	Shares		U.S. $ Value


COMMON STOCKS – 68.4%
Financials – 11.4%
Banks – 5.7%
Aozora Bank Ltd.		30,000	$	109,523
Australia & New Zealand Banking Group Ltd.		73,579		1,463,406
Banca Monte dei Paschi di Siena SpA^(a)		67,580		141,596
Banco Bilbao Vizcaya Argentaria SA		167,958		1,553,744
Banco Comercial Portugues SA^(a)(b)		1,009,163		71,213
Banco de Sabadell SA^(b)		130,008		275,447
Banco Espirito Santo SA (REG)^(a)(c)(d)		54,936		– 0	–^{^}
Banco Popolare SC^(a)		9,614		164,796
Banco Popular Espanol SA		45,119		192,126
Banco Santander SA		382,164		2,332,952
Bank Hapoalim BM		28,188		142,965
Bank Leumi Le-Israel BM^(a)		37,238		135,679
Bank of America Corp.		292,802		4,784,385
Bank of East Asia Ltd. (The)		31,200		107,780
Bank of Ireland^(a)		727,800		288,772
Bank of Kyoto Ltd. (The)		9,000		97,577
Bank of Queensland Ltd.		9,550		86,105
Bank of Yokohama Ltd. (The)		30,000		183,188
Bankia SA		119,352		143,471
Bankinter SA		17,836		133,634
Barclays PLC		438,987		1,744,450
BB&T Corp.		20,000		738,400
Bendigo & Adelaide Bank Ltd.		11,979		93,446
BNP Paribas SA		28,178		1,774,949
BOC Hong Kong Holdings Ltd.		98,000		331,160
CaixaBank SA		60,810		261,713
Chiba Bank Ltd. (The)		18,000		131,051
Chugoku Bank Ltd. (The)		4,000		59,166
Citigroup, Inc.		84,399		4,513,658
Comerica, Inc.		4,950		217,800
Commerzbank AG^(a)(b)		28,317		316,343
Commonwealth Bank of Australia		45,006		2,404,504
Credit Agricole SA		27,265		368,589
Danske Bank A/S		18,782		580,888
DBS Group Holdings Ltd.		46,000		579,799
DNB ASA		25,942		369,317
Erste Group Bank AG^(a)		7,416		219,454
Fifth Third Bancorp		22,650		451,188
Fukuoka Financial Group, Inc.		20,000		99,084
Gunma Bank Ltd. (The)		10,000		66,650
Hachijuni Bank Ltd. (The)		10,000		68,907
Hang Seng Bank Ltd.		20,300		361,329
Hiroshima Bank Ltd. (The)		13,000		73,255
Hokuhoku Financial Group, Inc.		32,000		72,156


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Company	Shares		U.S. $ Value


HSBC Holdings PLC		511,267	$	4,040,883
Huntington Bancshares, Inc./OH		22,500		245,475
ING Groep NV		102,638		1,572,664
Intesa Sanpaolo SpA		337,224		1,226,942
Intesa Sanpaolo SpA – RSP		24,805		81,874
Iyo Bank Ltd. (The)		6,000		67,072
Joyo Bank Ltd. (The)		16,000		85,460
JPMorgan Chase & Co.		103,750		6,650,375
KBC Groep NV		6,723		444,270
KeyCorp		23,750		326,325
Lloyds Banking Group PLC		1,518,919		1,790,315
M&T Bank Corp.		3,750		443,400
Mitsubishi UFJ Financial Group, Inc.		339,200		2,237,424
Mizrahi Tefahot Bank Ltd.		3,655		42,502
Mizuho Financial Group, Inc.^(b)		618,400		1,266,463
National Australia Bank Ltd.		69,557		1,542,322
Natixis SA		24,606		156,250
Nordea Bank AB		80,801		954,081
Oversea-Chinese Banking Corp., Ltd.		79,000		500,270
People’s United Financial, Inc.		8,550		132,525
PNC Financial Services Group, Inc. (The)		14,500		1,321,240
Raiffeisen Bank International AG^(a)		3,111		41,747
Regions Financial Corp.		37,300		357,707
Resona Holdings, Inc.		58,700		295,866
Royal Bank of Scotland Group PLC^(a)		66,895		345,642
Seven Bank Ltd.^(b)		15,841		67,307
Shinsei Bank Ltd.^(b)		47,000		101,310
Shizuoka Bank Ltd. (The)^(b)		14,000		147,324
Skandinaviska Enskilda Banken AB – Class A		40,323		468,557
Societe Generale SA		19,293		937,413
Standard Chartered PLC		65,777		766,333
Sumitomo Mitsui Financial Group, Inc.		33,900		1,383,678
Sumitomo Mitsui Trust Holdings, Inc.^(b)		88,000		363,254
SunTrust Banks, Inc.		14,550		587,383
Suruga Bank Ltd.		5,152		98,409
Svenska Handelsbanken AB – Class A		39,750		592,908
Swedbank AB – Class A		24,040		548,381
UniCredit SpA		127,274		830,140
Unione di Banche Italiane SCpA		23,987		186,681
United Overseas Bank Ltd.		34,000		467,453
US Bancorp		49,550		2,098,442
Wells Fargo & Co.		130,550		6,962,231
Westpac Banking Corp.		83,002		1,843,091
Yamaguchi Financial Group, Inc.		5,000		61,577
Zions Bancorporation		5,600		162,400

				73,148,981


AB POOLING PORTFOLIOS •			207

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Capital Markets – 1.4%
3i Group PLC		25,868	$	193,644
Aberdeen Asset Management PLC		24,311		118,006
Affiliated Managers Group, Inc.^(a)		1,587		295,880
Ameriprise Financial, Inc.		5,100		574,617
Bank of New York Mellon Corp. (The)		31,000		1,233,800
BlackRock, Inc. – Class A		3,590		1,085,867
Charles Schwab Corp. (The)		32,100		975,198
Credit Suisse Group AG (REG)^(a)		40,631		1,093,684
Daiwa Securities Group, Inc.		44,000		304,136
Deutsche Bank AG (REG)		36,691		1,078,036
E*TRADE Financial Corp.^(a)		7,950		209,006
Franklin Resources, Inc.		10,850		440,293
Goldman Sachs Group, Inc. (The)		11,300		2,131,180
Hargreaves Lansdown PLC		6,940		118,785
ICAP PLC		14,678		101,442
Invesco Ltd.		11,850		404,204
Investec PLC		14,543		118,310
Julius Baer Group Ltd.^(a)		5,941		288,763
Legg Mason, Inc.		2,700		119,691
Macquarie Group Ltd.		7,766		419,169
Mediobanca SpA		14,934		149,281
Morgan Stanley		42,850		1,476,183
Nomura Holdings, Inc.^(b)		96,600		605,992
Northern Trust Corp.		6,050		422,532
Partners Group Holding AG		427		137,717
Platinum Asset Management Ltd.		6,174		29,729
SBI Holdings, Inc./Japan		5,675		68,722
Schroders PLC		3,300		142,428
State Street Corp.		11,450		823,484
T Rowe Price Group, Inc.		7,250		521,130
UBS Group AG		97,147		2,009,547

				17,690,456

Consumer Finance – 0.3%
Acom Co., Ltd.^(a)(b)		10,610		47,802
AEON Financial Service Co., Ltd.^(b)		2,800		63,404
American Express Co.		24,400		1,871,968
Capital One Financial Corp.		15,385		1,196,184
Credit Saison Co., Ltd.		3,900		77,929
Discover Financial Services		12,450		668,938
Navient Corp.		11,100		141,969

				4,068,194

Diversified Financial Services – 1.1%
ASX Ltd.		5,139		144,139
Berkshire Hathaway, Inc. – Class B^(a)		50,800		6,809,232
CME Group, Inc./IL – Class A		8,850		835,794
Deutsche Boerse AG		5,187		463,348


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Company	Shares		U.S. $ Value


Eurazeo SA		1,125	$	73,023
EXOR SpA		2,615		120,006
First Pacific Co., Ltd./Hong Kong		57,900		37,563
Groupe Bruxelles Lambert SA		2,142		166,019
Hong Kong Exchanges and Clearing Ltd.		29,600		696,107
Industrivarden AB – Class C		4,334		78,811
Intercontinental Exchange, Inc.		3,145		718,349
Investment AB Kinnevik – Class B		6,249		176,337
Investor AB – Class B		12,091		434,637
Japan Exchange Group, Inc.		7,303		226,614
Leucadia National Corp.		8,750		187,775
London Stock Exchange Group PLC		8,307		318,388
McGraw Hill Financial, Inc.		7,600		737,124
Mitsubishi UFJ Lease & Finance Co., Ltd.		13,100		63,082
Moody’s Corp.		4,950		506,435
NASDAQ OMX Group, Inc. (The)		3,250		166,368
ORIX Corp.		35,210		471,935
Pargesa Holding SA		820		50,259
Singapore Exchange Ltd.		21,000		108,140
Wendel SA		763		97,792

				13,687,277

Insurance – 2.5%
ACE Ltd.		9,100		929,656
Admiral Group PLC		5,560		131,597
Aegon NV		48,093		296,216
Aflac, Inc.		12,150		711,990
Ageas		5,531		225,795
AIA Group Ltd.		320,400		1,768,174
Allianz SE (REG)		12,157		1,937,009
Allstate Corp. (The)		11,600		676,048
American International Group, Inc.		38,140		2,301,368
AMP Ltd.		78,680		332,813
Aon PLC		7,800		728,832
Assicurazioni Generali SpA		30,996		566,896
Assurant, Inc.		1,900		141,265
Aviva PLC		106,452		783,762
AXA SA		51,975		1,309,199
Baloise Holding AG (REG)		1,331		162,780
Chubb Corp. (The)		6,400		773,184
Cincinnati Financial Corp.		4,050		211,936
CNP Assurances		4,557		70,274
Dai-ichi Life Insurance Co., Ltd. (The)		28,657		520,675
Delta Lloyd NV		5,833		61,934
Direct Line Insurance Group PLC		36,576		197,152
Genworth Financial, Inc. – Class A^(a)		13,800		71,484
Gjensidige Forsikring ASA		5,309		78,617
Hannover Rueck SE (REG)		1,601		162,486


AB POOLING PORTFOLIOS •			209

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Hartford Financial Services Group, Inc. (The)		11,650	$	535,317
Insurance Australia Group Ltd.		61,247		220,797
Legal & General Group PLC		157,078		604,313
Lincoln National Corp.		7,100		360,609
Loews Corp.		8,250		300,712
Mapfre SA		28,672		84,175
Marsh & McLennan Cos., Inc.		15,000		805,950
Medibank Pvt Ltd.^(a)		73,152		121,297
MetLife, Inc.		31,050		1,555,605
MS&AD Insurance Group Holdings, Inc.		13,500		424,429
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)		4,603		844,338
NN Group NV		5,130		156,574
Old Mutual PLC		131,038		398,794
Principal Financial Group, Inc.		7,600		382,660
Progressive Corp. (The)		14,900		446,404
Prudential Financial, Inc.		12,600		1,016,820
Prudential PLC		68,311		1,474,311
QBE Insurance Group Ltd.		36,309		340,960
RSA Insurance Group PLC		27,018		210,906
Sampo Oyj – Class A		11,972		576,747
SCOR SE		4,077		143,502
Sompo Japan Nipponkoa Holdings, Inc.		9,000		297,249
Sony Financial Holdings, Inc.^(b)		4,629		86,578
Standard Life PLC		51,619		326,680
Suncorp Group Ltd.		34,153		311,662
Swiss Life Holding AG^(a)		873		204,320
Swiss Re AG		9,405		806,278
T&D Holdings, Inc.		15,400		206,738
Tokio Marine Holdings, Inc.		18,411		737,010
Torchmark Corp.		3,475		203,148
Travelers Cos., Inc. (The)		8,900		885,995
Tryg A/S		3,176		62,348
UnipolSai SpA		21,187		48,533
Unum Group		6,950		233,103
XL Group PLC		8,400		313,236
Zurich Insurance Group AG^(a)		3,982		1,093,311

				31,972,551

Real Estate Investment Trusts (REITs) – 0.2%
American Tower Corp.		11,720		1,080,467
Crown Castle International Corp.		9,330		778,029
Equinix, Inc.		1,630		439,725
Iron Mountain, Inc.		5,180		146,801
Plum Creek Timber Co., Inc.		4,850		186,676
Weyerhaeuser Co.		14,550		406,527

				3,038,225


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AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Real Estate Management & Development – 0.2%
CBRE Group, Inc. – Class A^(a)		7,690	$	246,234
Cheung Kong Property Holdings Ltd.^(a)		75,304		530,395
City Developments Ltd.		10,000		62,349
Daito Trust Construction Co., Ltd.^(b)		2,000		218,471
Daiwa House Industry Co., Ltd.		16,000		392,262
Lend Lease Group		14,543		143,901
Swire Pacific Ltd. – Class A		15,500		170,526
Tokyu Fudosan Holdings Corp.		13,637		93,699
Wheelock & Co., Ltd.		24,000		109,419

				1,967,256

Thrifts & Mortgage Finance – 0.0%
Hudson City Bancorp, Inc.		13,400		124,620

				145,697,560

Health Care – 8.9%
Biotechnology – 1.3%
Actelion Ltd. (REG)^(a)		2,759		374,577
Alexion Pharmaceuticals, Inc.^(a)		5,690		979,761
Amgen, Inc.		21,100		3,202,558
Baxalta, Inc.^(a)		15,050		529,007
Biogen, Inc.^(a)		6,550		1,947,315
Celgene Corp.^(a)		22,250		2,627,280
CSL Ltd.		12,628		823,037
Gilead Sciences, Inc.		41,500		4,360,405
Grifols SA		3,959		161,328
Regeneron Pharmaceuticals, Inc.^(a)		2,100		1,078,350
Vertex Pharmaceuticals, Inc.^(a)		6,705		855,022

				16,938,640

Health Care Equipment & Supplies – 1.1%
Abbott Laboratories		42,000		1,902,180
Baxter International, Inc.		15,050		578,672
Becton Dickinson and Co.		5,878		828,916
Boston Scientific Corp.^(a)		37,000		619,380
Cochlear Ltd.		1,515		91,398
Coloplast A/S – Class B		2,950		200,578
CR Bard, Inc.		2,100		406,959
DENTSPLY International, Inc.		3,850		201,778
Edwards Lifesciences Corp.^(a)		3,000		422,640
Elekta AB – Class B^(b)		9,784		60,616
Essilor International SA		5,456		649,494
Getinge AB – Class B		5,313		117,850
Hoya Corp.		11,400		444,775
Intuitive Surgical, Inc.^(a)		1,030		526,278
Medtronic PLC		39,631		2,864,925
Olympus Corp.^(b)		6,900		250,687


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Company	Shares		U.S. $ Value


Smith & Nephew PLC		23,727	$	422,346
Sonova Holding AG (REG)		1,461		189,770
St Jude Medical, Inc.		7,800		552,318
Stryker Corp.		8,350		823,727
Sysmex Corp.		3,900		235,425
Terumo Corp.		8,100		220,929
Varian Medical Systems, Inc.^(a)		2,800		227,500
William Demant Holding A/S^(a)		679		55,360
Zimmer Biomet Holdings, Inc.		4,700		486,732

				13,381,233

Health Care Providers & Services – 1.2%
Aetna, Inc.		9,759		1,117,601
Alfresa Holdings Corp.		4,700		85,803
AmerisourceBergen Corp. – Class A		5,800		580,232
Anthem, Inc.		7,450		1,050,822
Cardinal Health, Inc.		9,150		752,770
Cigna Corp.		7,200		1,013,688
DaVita HealthCare Partners, Inc.^(a)		4,800		363,072
Express Scripts Holding Co.^(a)		20,183		1,687,299
Fresenius Medical Care AG & Co. KGaA		5,803		441,991
Fresenius SE & Co. KGaA		10,105		712,878
HCA Holdings, Inc.^(a)		8,218		711,843
Healthscope Ltd.		29,786		56,327
Henry Schein, Inc.^(a)		2,370		324,240
Humana, Inc.		4,200		767,718
Laboratory Corp. of America Holdings^(a)		2,850		335,758
McKesson Corp.		6,500		1,284,270
Medipal Holdings Corp.		3,600		62,100
Miraca Holdings, Inc.		1,500		64,163
Patterson Cos., Inc.		2,300		105,409
Quest Diagnostics, Inc.		4,050		274,590
Ramsay Health Care Ltd.		3,763		166,821
Ryman Healthcare Ltd.		9,906		48,074
Sonic Healthcare Ltd.		10,107		148,847
Suzuken Co., Ltd./Aichi Japan		2,100		71,963
Tenet Healthcare Corp.^(a)		2,700		132,921
UnitedHealth Group, Inc.		26,600		3,077,620
Universal Health Services, Inc. – Class B		2,500		342,850

				15,781,670

Health Care Technology – 0.1%
Cerner Corp.^(a)		8,500		524,960
M3, Inc.^(b)		5,162		119,437

				644,397

Life Sciences Tools & Services – 0.2%
Agilent Technologies, Inc.		9,300		337,683
Lonza Group AG (REG)^(a)		1,441		196,766


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Company	Shares		U.S. $ Value


PerkinElmer, Inc.		3,100	$	150,908
QIAGEN NV^(a)		5,864		154,124
Thermo Fisher Scientific, Inc.		11,050		1,385,338
Waters Corp.^(a)		2,350		285,243

				2,510,062

Pharmaceuticals – 5.0%
AbbVie, Inc.		47,907		2,989,876
Allergan PLC^(a)		10,900		3,310,766
Astellas Pharma, Inc.		57,100		844,536
AstraZeneca PLC		33,606		2,096,648
Bayer AG		21,999		2,973,299
Bristol-Myers Squibb Co.		46,300		2,753,461
Chugai Pharmaceutical Co., Ltd.		6,000		223,711
Daiichi Sankyo Co., Ltd.		17,000		327,180
Eisai Co., Ltd.^(b)		6,700		456,428
Eli Lilly & Co.		27,200		2,239,920
Endo International PLC^(a)		5,626		433,202
GlaxoSmithKline PLC		129,412		2,642,284
Hisamitsu Pharmaceutical Co., Inc.^(b)		1,500		52,110
Hospira, Inc.^(a)		5,650		508,330
Johnson & Johnson		77,400		7,274,052
Kyowa Hakko Kirin Co., Ltd.^(b)		6,000		100,627
Mallinckrodt PLC^(a)		3,205		276,399
Merck & Co., Inc.		78,950		4,251,457
Merck KGaA		3,477		331,069
Mitsubishi Tanabe Pharma Corp.		6,000		107,228
Mylan NV^(a)(b)		11,300		560,367
Novartis AG (REG)		61,191		5,971,368
Novo Nordisk A/S – Class B		50,578		2,792,429
Ono Pharmaceutical Co., Ltd.^(b)		2,200		279,753
Orion Oyj – Class B		2,784		110,121
Otsuka Holdings Co., Ltd.		10,366		353,721
Perrigo Co. PLC		3,939		720,719
Pfizer, Inc.		170,607		5,496,958
Roche Holding AG		18,690		5,087,874
Sanofi		31,588		3,107,050
Santen Pharmaceutical Co., Ltd.		9,900		154,896
Shionogi & Co., Ltd.		8,000		313,428
Shire PLC		15,702		1,214,353
Sumitomo Dainippon Pharma Co., Ltd.^(b)		4,200		44,853
Taisho Pharmaceutical Holdings Co., Ltd.^(b)		838		54,214
Takeda Pharmaceutical Co., Ltd.		21,000		1,030,147
Teva Pharmaceutical Industries Ltd.		22,901		1,492,646
UCB SA		3,418		257,932
Zoetis, Inc.		13,864		622,078

				63,857,490

				113,113,492


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Company	Shares		U.S. $ Value


Information Technology – 8.8%
Communications Equipment – 0.7%
Alcatel-Lucent^(a)		74,071	$	248,210
Cisco Systems, Inc.		142,090		3,677,289
F5 Networks, Inc.^(a)		1,990		241,606
Harris Corp.		3,440		264,261
Juniper Networks, Inc.		10,080		259,157
Motorola Solutions, Inc.		5,240		339,657
Nokia Oyj		97,844		613,870
QUALCOMM, Inc.		45,860		2,594,759
Telefonaktiebolaget LM Ericsson – Class B^(b)		80,956		789,110

				9,027,919

Electronic Equipment, Instruments & Components – 0.4%
Amphenol Corp. – Class A		8,620		451,343
Citizen Holdings Co., Ltd.^(b)		7,000		52,778
Corning, Inc.		35,330		608,029
FLIR Systems, Inc.		3,860		110,512
Hamamatsu Photonics KK^(b)		3,800		93,938
Hexagon AB – Class B^(b)		6,890		221,725
Hirose Electric Co., Ltd.^(b)		800		91,209
Hitachi High-Technologies Corp.		1,800		40,334
Hitachi Ltd.		128,000		717,695
Ibiden Co., Ltd.^(b)		3,200		45,153
Japan Display, Inc.^(a)		9,598		30,075
Keyence Corp.		1,300		601,794
Kyocera Corp.^(b)		8,600		421,306
Murata Manufacturing Co., Ltd.^(b)		5,400		777,834
Nippon Electric Glass Co., Ltd.^(b)		10,000		44,044
Omron Corp.^(b)		5,200		194,846
Shimadzu Corp.		6,000		87,939
TDK Corp.^(b)		3,300		204,743
TE Connectivity Ltd.		11,250		667,012
Yaskawa Electric Corp.^(b)		6,000		68,300
Yokogawa Electric Corp.		6,000		70,339

				5,600,948

Internet Software & Services – 1.4%
Akamai Technologies, Inc.^(a)		5,010		357,263
eBay, Inc.^(a)		30,630		830,379
Facebook, Inc. – Class A^(a)		58,412		5,223,785
Google, Inc. – Class A^(a)		7,969		5,162,477
Google, Inc. – Class C^(a)		7,995		4,942,909
Kakaku.com, Inc.^(b)		3,835		60,844
Mixi, Inc.		1,108		38,013
United Internet AG		3,255		157,375
VeriSign, Inc.^(a)(b)		2,890		199,237


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Company	Shares		U.S. $ Value


Yahoo Japan Corp.^(b)		37,873	$	153,288
Yahoo!, Inc.^(a)		24,150		778,596

				17,904,166

IT Services – 1.6%
Accenture PLC – Class A		17,470		1,646,897
Alliance Data Systems Corp.^(a)		1,810		465,514
Amadeus IT Holding SA – Class A		11,907		496,170
Atos		2,292		173,633
Automatic Data Processing, Inc.		13,200		1,020,624
Cap Gemini SA		4,135		370,672
Cognizant Technology Solutions Corp. – Class A^(a)		16,970		1,068,092
Computer Sciences Corp.		3,880		240,521
Computershare Ltd.		12,550		88,350
Fidelity National Information Services, Inc.		7,890		544,883
Fiserv, Inc.^(a)		6,600		562,782
Fujitsu Ltd.		49,000		242,560
International Business Machines Corp.		25,569		3,781,399
Itochu Techno-Solutions Corp.^(b)		1,300		28,606
MasterCard, Inc. – Class A		27,150		2,507,846
Nomura Research Institute Ltd.		3,000		121,505
NTT Data Corp.		3,358		161,448
Otsuka Corp.		1,400		73,562
Paychex, Inc.		9,070		405,066
PayPal Holdings, Inc.^(a)		30,630		1,072,050
Teradata Corp.^(a)		4,020		117,505
Total System Services, Inc.		4,530		207,610
Visa, Inc. – Class A		53,980		3,848,774
Western Union Co. (The) – Class W^(b)		14,420		265,905
Xerox Corp.		29,060		295,540

				19,807,514

Semiconductors & Semiconductor Equipment – 1.1%
Advantest Corp.^(b)		3,900		31,255
Altera Corp.		8,300		402,965
Analog Devices, Inc.		8,650		483,189
Applied Materials, Inc.		34,200		550,107
ARM Holdings PLC		37,547		537,976
ASM Pacific Technology Ltd.		6,400		49,918
ASML Holding NV		9,326		850,598
Avago Technologies Ltd.		7,158		901,693
Broadcom Corp. – Class A		15,100		780,217
Infineon Technologies AG		29,929		326,561
Intel Corp.		131,800		3,761,572
KLA-Tencor Corp.		4,450		222,990
Lam Research Corp.		4,438		322,953
Linear Technology Corp.		6,600		265,848


AB POOLING PORTFOLIOS •			215

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Microchip Technology, Inc.^(b)		5,550	$	235,875
Micron Technology, Inc.^(a)		29,950		491,479
NVIDIA Corp.		14,300		321,464
Qorvo, Inc.^(a)		4,155		230,644
Rohm Co., Ltd.		2,600		140,718
Skyworks Solutions, Inc.		5,295		462,518
STMicroelectronics NV		16,955		122,957
Texas Instruments, Inc.		29,150		1,394,536
Tokyo Electron Ltd.		4,600		242,027
Xilinx, Inc.		7,200		301,608

				13,431,668

Software – 1.7%
Activision Blizzard, Inc.		14,130		404,542
Adobe Systems, Inc.^(a)		13,220		1,038,695
Autodesk, Inc.^(a)		6,230		291,253
CA, Inc.		8,870		242,062
Citrix Systems, Inc.^(a)		4,420		301,046
COLOPL, Inc.^(b)		1,308		23,552
Dassault Systemes		3,426		237,363
Electronic Arts, Inc.^(a)		8,600		568,890
Gemalto NV		2,160		155,280
GungHo Online Entertainment, Inc.^(b)		9,396		28,219
Intuit, Inc.		7,660		656,845
Konami Corp.^(b)		2,500		54,865
Microsoft Corp.		228,370		9,938,662
Nexon Co., Ltd.		3,483		48,391
NICE-Systems Ltd.		1,556		96,047
Nintendo Co., Ltd.		2,900		596,664
Oracle Corp.		89,180		3,307,686
Oracle Corp. Japan		1,000		41,782
Red Hat, Inc.^(a)		5,070		366,105
Sage Group PLC (The)		28,333		222,499
salesforce.com, Inc.^(a)		16,790		1,164,554
SAP SE		26,144		1,753,477
Symantec Corp.		18,920		387,671
Trend Micro, Inc./Japan^(b)		2,800		99,465

				22,025,615

Technology Hardware, Storage & Peripherals – 1.9%
Apple, Inc.		161,810		18,245,695
Brother Industries Ltd.^(b)		6,300		85,690
Canon, Inc.^(b)		28,400		865,264
EMC Corp./MA		55,290		1,375,062
FUJIFILM Holdings Corp.		12,300		504,206
Hewlett-Packard Co.		50,530		1,417,872
Konica Minolta, Inc.^(b)		12,000		131,393
NEC Corp.		69,000		216,979


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Company	Shares		U.S. $ Value


NetApp, Inc.		8,650	$	276,454
Ricoh Co., Ltd.^(b)		18,000		175,485
SanDisk Corp.		5,870		320,267
Seagate Technology PLC^(b)		9,100		467,740
Seiko Epson Corp.		7,400		119,664
Western Digital Corp.		6,030		494,219

				24,695,990

				112,493,820

Consumer Discretionary – 8.3%
Auto Components – 0.5%
Aisin Seiki Co., Ltd.		5,100		183,383
BorgWarner, Inc.		6,300		274,932
Bridgestone Corp.		17,300		578,471
Cie Generale des Etablissements Michelin – Class B		4,977		480,580
Continental AG		2,943		623,358
Delphi Automotive PLC		8,071		609,522
Denso Corp.		13,000		580,028
GKN PLC		43,711		194,105
Goodyear Tire & Rubber Co. (The)		7,450		221,786
Johnson Controls, Inc.		18,300		752,862
Koito Manufacturing Co., Ltd.		3,000		102,516
NGK Spark Plug Co., Ltd.^(b)		5,000		122,470
NHK Spring Co., Ltd.		4,000		38,572
NOK Corp.		2,600		63,912
Nokian Renkaat Oyj^(b)		3,009		81,100
Pirelli & C. SpA		6,960		116,613
Stanley Electric Co., Ltd.^(b)		3,800		73,752
Sumitomo Electric Industries Ltd.		20,100		275,050
Sumitomo Rubber Industries Ltd.^(b)		4,500		63,583
Toyoda Gosei Co., Ltd.^(b)		1,700		33,208
Toyota Industries Corp.		4,400		217,649
Valeo SA		2,114		264,732
Yokohama Rubber Co., Ltd. (The)		2,500		48,990

				6,001,174

Automobiles – 1.3%
Bayerische Motoren Werke AG		8,834		811,940
Bayerische Motoren Werke AG (Preference Shares)		1,500		108,989
Daihatsu Motor Co., Ltd.^(b)		5,000		60,999
Daimler AG (REG)		25,614		2,053,078
Fiat Chrysler Automobiles NV^(a)		23,926		335,448
Ford Motor Co.		110,100		1,527,087
Fuji Heavy Industries Ltd.		16,000		559,341
General Motors Co.		37,565		1,105,914
Harley-Davidson, Inc.		5,900		330,695


AB POOLING PORTFOLIOS •			217

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Honda Motor Co., Ltd.		43,400	$	1,365,107
Isuzu Motors Ltd.		15,500		175,586
Mazda Motor Corp.^(b)		14,400		246,779
Mitsubishi Motors Corp.		16,300		124,647
Nissan Motor Co., Ltd.^(b)		66,100		594,465
Peugeot SA^(a)		11,508		197,844
Porsche Automobil Holding SE (Preference Shares)		4,120		286,108
Renault SA		5,150		426,453
Suzuki Motor Corp.^(b)		9,700		329,377
Toyota Motor Corp.		72,800		4,302,933
Volkswagen AG		942		175,677
Volkswagen AG (Preference Shares)		4,336		821,555
Yamaha Motor Co., Ltd.^(b)		7,000		134,756

				16,074,778

Distributors – 0.0%
Genuine Parts Co.		4,240		353,998
Jardine Cycle & Carriage Ltd.^(b)		3,000		60,895

				414,893

Diversified Consumer Services – 0.0%
Benesse Holdings, Inc.^(b)		1,800		47,708
H&R Block, Inc.		7,650		260,253

				307,961

Hotels, Restaurants & Leisure – 1.0%
Accor SA		5,581		264,258
Aristocrat Leisure Ltd.		14,331		85,887
Carnival Corp.		12,450		612,913
Carnival PLC		4,980		251,536
Chipotle Mexican Grill, Inc. – Class A^(a)		950		674,509
Compass Group PLC		44,377		699,940
Crown Resorts Ltd.		9,668		78,623
Darden Restaurants, Inc.		3,450		234,634
Flight Centre Travel Group Ltd.^(b)		1,468		38,639
Galaxy Entertainment Group Ltd.		61,700		198,067
Genting Singapore PLC		160,000		87,614
InterContinental Hotels Group PLC		6,337		237,256
Marriott International, Inc./MD – Class A		5,750		406,295
McDonald’s Corp.		26,750		2,541,785
McDonald’s Holdings Co. Japan Ltd.^(b)		1,800		39,629
Merlin Entertainments PLC^(e)		18,877		111,732
MGM China Holdings Ltd.		23,500		39,172
Oriental Land Co., Ltd./Japan		5,400		297,399
Royal Caribbean Cruises Ltd.		4,624		407,652
Sands China Ltd.		63,300		220,019
Shangri-La Asia Ltd.		32,000		31,445
SJM Holdings Ltd.		51,500		46,629


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Company	Shares		U.S. $ Value


Sodexo SA		2,503	$	219,803
Starbucks Corp.		41,700		2,281,407
Starwood Hotels & Resorts Worldwide, Inc.		4,800		343,056
Tabcorp Holdings Ltd.		21,691		71,542
Tatts Group Ltd.		37,618		98,416
TUI AG		12,089		212,759
Whitbread PLC		4,880		356,383
William Hill PLC		23,023		126,198
Wyndham Worldwide Corp.		3,400		260,032
Wynn Macau Ltd.^(b)		39,800		61,840
Wynn Resorts Ltd.		2,250		168,863
Yum! Brands, Inc.		12,100		965,217

				12,771,149

Household Durables – 0.4%
Barratt Developments PLC		26,388		256,894
Casio Computer Co., Ltd.^(b)		5,400		103,571
DR Horton, Inc.		9,250		280,922
Electrolux AB – Class B		6,386		179,863
Garmin Ltd.^(b)		3,280		123,361
Harman International Industries, Inc.		1,900		185,706
Husqvarna AB – Class B		10,962		71,101
Iida Group Holdings Co., Ltd.		3,916		69,007
Leggett & Platt, Inc.		3,800		168,796
Lennar Corp. – Class A		4,950		251,955
Mohawk Industries, Inc.^(a)		1,800		354,546
Newell Rubbermaid, Inc.		7,500		315,975
Nikon Corp.^(b)		9,000		115,042
Panasonic Corp.		58,700		642,861
Persimmon PLC^(a)		8,256		264,132
PulteGroup, Inc.		9,150		189,314
Rinnai Corp.		1,000		74,815
Sekisui Chemical Co., Ltd.		11,000		121,142
Sekisui House Ltd.		16,000		238,492
Sharp Corp./Japan^(a)(b)		38,000		55,314
Sony Corp.^(a)		31,100		801,944
Taylor Wimpey PLC		86,547		265,240
Techtronic Industries Co., Ltd.		36,500		132,233
Whirlpool Corp.		2,150		361,415

				5,623,641

Internet & Catalog Retail – 0.8%
Amazon.com, Inc.^(a)		10,670		5,472,536
Expedia, Inc.		2,740		315,073
Netflix, Inc.^(a)		12,320		1,417,170
Priceline Group, Inc. (The)^(a)		1,510		1,885,446
Rakuten, Inc.		21,208		302,391
TripAdvisor, Inc.^(a)		3,050		213,195

				9,605,811


AB POOLING PORTFOLIOS •			219

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Leisure Products – 0.1%
Bandai Namco Holdings, Inc.		4,700	$	108,577
Hasbro, Inc.		3,050		227,499
Mattel, Inc.^(b)		9,350		219,071
Sankyo Co., Ltd.^(b)		1,300		50,029
Sega Sammy Holdings, Inc.^(b)		4,900		51,626
Shimano, Inc.		2,100		282,136
Yamaha Corp.		4,500		102,827

				1,041,765

Media – 1.7%
Altice NV – Class A^(a)		6,996		199,601
Altice NV – Class B^(a)		2,332		73,220
Axel Springer SE		1,185		71,623
Cablevision Systems Corp. – Class A		6,100		153,537
CBS Corp. – Class B		12,700		574,548
Comcast Corp. – Class A		70,750		3,985,347
Dentsu, Inc.^(b)		5,800		296,921
Discovery Communications, Inc. – Class A^(a)(b)		4,050		107,730
Discovery Communications, Inc. – Class C^(a)		7,500		190,200
Eutelsat Communications SA		4,529		136,442
Hakuhodo DY Holdings, Inc.		6,200		61,878
Interpublic Group of Cos., Inc. (The)		11,450		216,176
ITV PLC		101,892		388,035
JCDecaux SA		2,085		74,745
Kabel Deutschland Holding AG^(a)		588		79,628
Lagardere SCA		3,133		85,163
News Corp. – Class A^(a)		13,875		189,116
Numericable-SFR SAS^(a)		2,577		132,574
Omnicom Group, Inc.		6,850		458,813
Pearson PLC		21,742		376,932
ProSiebenSat.1 Media SE (REG)		5,808		282,088
Publicis Groupe SA		5,001		355,933
REA Group Ltd.		1,399		40,970
RELX NV		27,096		416,635
RELX PLC		29,923		477,094
RTL Group SA (London)^(a)		1,028		89,732
Scripps Networks Interactive, Inc. – Class A^(b)		2,700		143,343
SES SA		8,532		253,129
Singapore Press Holdings Ltd.^(b)		42,000		117,290
Sky PLC		27,524		438,409
TEGNA, Inc.		6,250		148,688
Telenet Group Holding NV^(a)		1,473		82,829
Time Warner Cable, Inc. – Class A		7,800		1,450,956
Time Warner, Inc.		23,100		1,642,410
Toho Co., Ltd./Tokyo		3,000		67,585
Twenty-First Century Fox, Inc. – Class A		50,900		1,394,151
Viacom, Inc. – Class B		10,100		411,777


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Company	Shares		U.S. $ Value


Vivendi SA		30,595	$	755,171
Walt Disney Co. (The)		43,588		4,440,745
Wolters Kluwer NV		8,014		253,550
WPP PLC		34,858		717,561

				21,832,275

Multiline Retail – 0.4%
Dollar General Corp.		8,430		627,951
Dollar Tree, Inc.^(a)		6,517		496,986
Don Quijote Holdings Co., Ltd.		3,200		123,972
Harvey Norman Holdings Ltd.		14,771		45,569
Isetan Mitsukoshi Holdings Ltd.^(b)		9,400		150,235
J Front Retailing Co., Ltd.		6,000		97,283
Kohl’s Corp.		5,560		283,727
Macy’s, Inc.		9,460		554,450
Marks & Spencer Group PLC		43,813		347,872
Marui Group Co., Ltd.^(b)		6,300		76,153
Next PLC		3,864		467,855
Nordstrom, Inc.		3,870		282,046
Takashimaya Co., Ltd.		7,392		63,884
Target Corp.		17,720		1,377,021

				4,995,004

Specialty Retail – 1.3%
ABC-Mart, Inc.^(b)		700		42,385
Advance Auto Parts, Inc.		2,058		360,665
AutoNation, Inc.^(a)		2,030		121,475
AutoZone, Inc.^(a)		910		651,551
Bed Bath & Beyond, Inc.^(a)		4,800		298,128
Best Buy Co., Inc.		8,040		295,390
CarMax, Inc.^(a)		5,870		358,070
Dixons Carphone PLC		26,036		171,409
Dufry AG (REG)^(a)		1,163		156,146
Fast Retailing Co., Ltd.		1,500		608,020
GameStop Corp. – Class A^(b)		2,960		125,741
Gap, Inc. (The)		7,290		239,185
Hennes & Mauritz AB – Class B		25,329		972,576
Hikari Tsushin, Inc.		500		33,237
Home Depot, Inc. (The)		36,740		4,278,741
Industria de Diseno Textil SA		29,106		966,643
Kingfisher PLC		62,036		337,137
L Brands, Inc.		6,850		574,715
Lowe’s Cos., Inc.		27,040		1,870,357
Nitori Holdings Co., Ltd.		2,000		158,742
O’Reilly Automotive, Inc.^(a)		2,830		679,398
Ross Stores, Inc.		14,120		686,514
Sanrio Co., Ltd.^(b)		1,300		42,865
Shimamura Co., Ltd.		600		55,340
Signet Jewelers Ltd.		2,256		311,328


AB POOLING PORTFOLIOS •			221

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Company	Shares		U.S. $ Value


Sports Direct International PLC^(a)		7,149	$	86,485
Staples, Inc.		17,740		252,085
Tiffany & Co.		3,170		260,733
TJX Cos., Inc. (The)		19,020		1,337,486
Tractor Supply Co.		3,823		326,140
Urban Outfitters, Inc.^(a)		2,730		84,248
USS Co., Ltd.		5,830		103,247
Yamada Denki Co., Ltd.^(b)		17,990		69,216

				16,915,398

Textiles, Apparel & Luxury Goods – 0.8%
adidas AG		5,617		419,637
Asics Corp.^(b)		4,000		116,764
Burberry Group PLC		11,776		253,074
Christian Dior SE		1,473		272,679
Cie Financiere Richemont SA		13,914		1,039,618
Coach, Inc.		7,600		229,900
Fossil Group, Inc.^(a)(b)		1,179		72,603
Hanesbrands, Inc.		11,095		334,070
Hermes International		703		249,438
Hugo Boss AG		1,780		203,116
Kering		2,040		349,130
Li & Fung Ltd.		154,000		101,446
Luxottica Group SpA		4,513		305,625
LVMH Moet Hennessy Louis Vuitton SE		7,440		1,238,313
Michael Kors Holdings Ltd.^(a)		5,510		239,465
NIKE, Inc. – Class B		19,500		2,179,125
Pandora A/S		3,111		359,603
PVH Corp.		2,261		269,014
Ralph Lauren Corp.		1,650		183,463
Swatch Group AG (The)^(b)		832		318,031
Swatch Group AG (The) (REG)		1,318		97,502
Under Armour, Inc. – Class A^(a)		4,675		446,603
VF Corp.		9,500		688,085
Yue Yuen Industrial Holdings Ltd.		19,500		69,776

				10,036,080

				105,619,929

Industrials – 7.4%
Aerospace & Defense – 1.3%
Airbus Group SE		15,665		1,020,019
BAE Systems PLC		83,502		574,774
Boeing Co. (The)		18,300		2,391,444
Cobham PLC		30,287		129,790
Finmeccanica SpA^(a)		10,743		145,167
General Dynamics Corp.		8,800		1,249,864
Honeywell International, Inc.		21,750		2,159,122
L-3 Communications Holdings, Inc.		2,300		242,581


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Company	Shares		U.S. $ Value


Lockheed Martin Corp.		7,500	$	1,508,850
Meggitt PLC		21,168		153,955
Northrop Grumman Corp.		5,500		900,570
Precision Castparts Corp.		3,950		909,488
Raytheon Co.		8,550		876,888
Rockwell Collins, Inc.		3,750		306,938
Rolls-Royce Holdings PLC^(a)		49,432		560,035
Safran SA		7,766		605,904
Singapore Technologies Engineering Ltd.		41,000		89,227
Textron, Inc.		7,700		298,760
Thales SA		2,751		189,513
United Technologies Corp.		23,050		2,111,611
Zodiac Aerospace		5,366		163,050

				16,587,550

Air Freight & Logistics – 0.4%
Bollore SA		23,041		124,430
CH Robinson Worldwide, Inc.		4,050		273,091
Deutsche Post AG (REG)		25,833		709,696
Expeditors International of Washington, Inc.		5,250		257,093
FedEx Corp.		7,350		1,106,983
Kuehne & Nagel International AG (REG)		1,470		195,680
Royal Mail PLC		17,290		122,245
TNT Express NV		13,124		110,856
United Parcel Service, Inc. – Class B		19,400		1,894,410
Yamato Holdings Co., Ltd.^(b)		9,300		181,060

				4,975,544

Airlines – 0.3%
American Airlines Group, Inc.		19,908		776,014
ANA Holdings, Inc.		30,000		87,858
Cathay Pacific Airways Ltd.		31,000		56,079
Delta Air Lines, Inc.		22,883		1,001,818
Deutsche Lufthansa AG (REG)^(a)		6,120		74,260
easyJet PLC		4,213		107,903
International Consolidated Airlines Group SA^(a)		21,707		180,004
Japan Airlines Co., Ltd.		3,278		116,335
Qantas Airways Ltd.^(a)		14,527		34,702
Ryanair Holdings PLC (Sponsored ADR)		820		59,819
Singapore Airlines Ltd.		14,000		98,563
Southwest Airlines Co.		18,750		688,125

				3,281,480

Building Products – 0.2%
Allegion PLC		2,600		154,986
Asahi Glass Co., Ltd.		25,000		148,103
Assa Abloy AB – Class B		26,607		508,466
Cie de Saint-Gobain		12,705		583,121
Daikin Industries Ltd.		6,300		374,302


AB POOLING PORTFOLIOS •			223

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Geberit AG (REG)		1,018	$	323,033
LIXIL Group Corp.^(b)		7,100		146,264
Masco Corp.		9,700		254,431
TOTO Ltd.^(b)		7,000		102,830

				2,595,536

Commercial Services & Supplies – 0.3%
ADT Corp. (The)^(b)		4,750		155,705
Aggreko PLC		6,798		110,560
Babcock International Group PLC		6,668		98,292
Brambles Ltd.		41,665		291,640
Cintas Corp.		2,750		233,722
Dai Nippon Printing Co., Ltd.^(b)		15,000		154,037
Edenred		5,573		117,878
G4S PLC		41,274		161,452
ISS A/S		3,951		137,642
Park24 Co., Ltd.		2,500		48,971
Pitney Bowes, Inc.		5,550		109,945
Republic Services, Inc. – Class A		6,900		282,762
Secom Co., Ltd.		5,600		358,167
Securitas AB – Class B		8,312		105,846
Societe BIC SA		790		125,180
Stericycle, Inc.^(a)		2,350		331,679
Toppan Printing Co., Ltd.		13,000		107,821
Tyco International PLC		11,600		420,964
Waste Management, Inc.		11,800		590,708

				3,942,971

Construction & Engineering – 0.2%
ACS Actividades de Construccion y Servicios SA		5,023		162,370
Boskalis Westminster		2,300		119,706
Bouygues SA		5,365		204,306
Chiyoda Corp.^(b)		4,000		28,798
CIMIC Group Ltd.^(b)		2,696		44,859
Ferrovial SA		11,867		282,932
Fluor Corp.		4,100		187,042
Jacobs Engineering Group, Inc.^(a)		3,550		143,456
JGC Corp.^(b)		5,864		85,535
Kajima Corp.		22,000		123,293
Obayashi Corp.		17,000		146,782
Quanta Services, Inc.^(a)		5,800		140,592
Shimizu Corp.		15,000		146,317
Skanska AB – Class B		10,087		197,463
Taisei Corp.		27,000		182,205
Vinci SA		12,569		808,482

				3,004,138


224		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Electrical Equipment – 0.5%
ABB Ltd. (REG)^(a)		58,497	$	1,129,704
Alstom SA^(a)		5,736		177,774
AMETEK, Inc.		6,639		357,311
Eaton Corp. PLC		13,209		753,706
Emerson Electric Co.		19,000		906,680
First Solar, Inc.^(a)		2,050		98,072
Fuji Electric Co., Ltd.^(b)		14,000		55,504
Legrand SA		7,051		405,980
Mabuchi Motor Co., Ltd.^(b)		1,300		60,583
Mitsubishi Electric Corp.		51,000		507,490
Nidec Corp.		5,800		454,122
OSRAM Licht AG		2,362		124,670
Prysmian SpA		5,189		110,725
Rockwell Automation, Inc.		3,750		419,362
Schneider Electric SE (Paris)		14,772		931,092
Vestas Wind Systems A/S		5,948		316,960

				6,809,735

Industrial Conglomerates – 1.3%
3M Co.		17,650		2,508,771
CK Hutchison Holdings Ltd.		75,304		1,002,015
Danaher Corp.		17,050		1,483,691
General Electric Co.		280,200		6,954,564
Keihan Electric Railway Co., Ltd.		13,000		83,872
Keppel Corp., Ltd.		38,000		184,985
Koninklijke Philips NV^(b)		24,868		639,070
NWS Holdings Ltd.		39,000		49,156
Roper Technologies, Inc.		2,800		453,852
Seibu Holdings, Inc.		3,175		69,629
Sembcorp Industries Ltd.^(b)		26,000		63,218
Siemens AG (REG)		21,093		2,090,802
Smiths Group PLC		10,470		179,948
Toshiba Corp.^(b)		107,000		338,951

				16,102,524

Industrial Warehouse Distribution – 0.3%
Ascendas Real Estate Investment Trust		153,350		242,021
Daiwa House REIT Investment Corp.^(b)		20		72,600
DCT Industrial Trust, Inc.		4,440		142,568
EastGroup Properties, Inc.		1,613		87,102
First Industrial Realty Trust, Inc.		5,500		106,645
Global Logistic Properties Ltd.		235,565		370,876
GLP J-Reit^(b)		52		48,684
Hansteen Holdings PLC		34,463		60,816
Industrial & Infrastructure Fund Investment Corp.^(b)		23		95,411
Japan Logistics Fund, Inc.		13		23,468
Mapletree Industrial Trust		61,512		66,966
Mapletree Logistics Trust		73,455		50,990


AB POOLING PORTFOLIOS •			225

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Nippon Prologis REIT, Inc.		113	$	204,542
Prologis, Inc.		40,575		1,541,850
Pure Industrial Real Estate Trust		9,500		33,072
Rexford Industrial Realty, Inc.		2,700		34,884
Segro PLC		57,022		363,487
STAG Industrial, Inc.		3,235		55,189
Terreno Realty Corp.		2,100		42,714
Tritax Big Box REIT PLC		31,650		57,641
Warehouses De Pauw CVA		711		56,848

				3,758,374

Machinery – 1.1%
Alfa Laval AB		7,811		131,485
Amada Holdings Co., Ltd.		9,000		78,657
ANDRITZ AG		2,075		99,135
Atlas Copco AB – Class A		17,826		448,840
Atlas Copco AB – Class B		10,359		235,932
Caterpillar, Inc.		16,850		1,288,014
CNH Industrial NV		25,062		197,700
Cummins, Inc.		4,750		578,312
Deere & Co.		9,450		772,821
Dover Corp.		4,500		278,775
FANUC Corp.^(b)		5,500		890,727
Flowserve Corp.		3,700		166,981
GEA Group AG		4,855		189,010
Hino Motors Ltd.^(b)		7,000		76,770
Hitachi Construction Machinery Co., Ltd.		2,900		41,970
IHI Corp.^(b)		37,000		114,310
Illinois Tool Works, Inc.		9,700		819,941
IMI PLC		7,238		114,325
Ingersoll-Rand PLC		7,300		403,617
Joy Global, Inc.^(b)		2,700		65,394
JTEKT Corp.		5,500		77,215
Kawasaki Heavy Industries Ltd.		37,000		139,642
Komatsu Ltd.^(b)		24,800		410,689
Kone Oyj – Class B		8,416		332,213
Kubota Corp.^(b)		30,000		466,939
Kurita Water Industries Ltd.		2,900		60,112
Makita Corp.^(b)		3,200		180,651
MAN SE		936		98,138
Melrose Industries PLC		26,474		107,618
Metso Oyj		2,994		73,758
Minebea Co., Ltd.^(b)		8,000		95,479
Mitsubishi Heavy Industries Ltd.		80,000		380,216
Nabtesco Corp.^(b)		3,000		59,713
NGK Insulators Ltd.^(b)		7,000		157,306
NSK Ltd.^(b)		12,000		147,268
PACCAR, Inc.		9,850		580,854


226		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Parker-Hannifin Corp.		4,000	$	430,640
Pentair PLC		5,084		281,094
Sandvik AB		28,303		273,130
Schindler Holding AG		1,210		185,301
Schindler Holding AG (REG)		565		87,927
Sembcorp Marine Ltd.^(b)		22,000		37,379
SKF AB – Class B		10,511		200,488
SMC Corp./Japan		1,500		363,046
Snap-on, Inc.		1,650		263,620
Stanley Black & Decker, Inc.		4,350		441,612
Sulzer AG		637		64,942
Sumitomo Heavy Industries Ltd.		14,000		60,502
THK Co., Ltd.^(b)		3,200		55,437
Vallourec SA		2,892		36,921
Volvo AB – Class B		40,579		440,657
Wartsila Oyj Abp		3,927		162,440
Weir Group PLC (The)		5,659		121,134
Xylem, Inc./NY		5,050		163,873
Yangzijiang Shipbuilding Holdings Ltd.		51,000		39,760
Zardoya Otis SA^(b)		4,618		49,243

				14,119,673

Marine – 0.1%
AP Moeller – Maersk A/S – Class A		105		175,290
AP Moeller – Maersk A/S – Class B		192		326,989
Mitsui OSK Lines Ltd.^(b)		30,000		84,389
Nippon Yusen KK		42,000		110,128

				696,796

Mixed Office Industrial – 0.1%
Goodman Group		134,085		579,504
Green REIT PLC		33,200		55,916
Intervest Offices & Warehouses NV		350		8,788
Kungsleden AB		9,124		60,988

				705,196

Professional Services – 0.2%
Adecco SA (REG)^(a)		4,522		354,477
Bureau Veritas SA		7,055		160,821
Capita PLC		17,497		329,265
Dun & Bradstreet Corp. (The)		1,050		111,269
Equifax, Inc.		3,300		323,070
Experian PLC		26,362		444,917
Intertek Group PLC		4,284		165,709
Nielsen Holdings PLC		10,238		463,065
Randstad Holding NV		3,402		214,290
Recruit Holdings Co., Ltd.^(b)		3,821		117,328
Robert Half International, Inc.		3,700		188,811


AB POOLING PORTFOLIOS •			227

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Seek Ltd.		8,583	$	75,372
SGS SA (REG)		146		257,173

				3,205,567

Road & Rail – 0.6%
Asciano Ltd.		25,946		156,555
Aurizon Holdings Ltd.		55,491		195,753
Central Japan Railway Co.		3,836		628,051
ComfortDelGro Corp., Ltd.		56,000		111,717
CSX Corp.		27,550		754,319
DSV A/S		4,778		170,595
East Japan Railway Co.		8,900		822,261
Hankyu Hanshin Holdings, Inc.		30,000		179,917
JB Hunt Transport Services, Inc.		2,582		187,918
Kansas City Southern		3,100		287,494
Keikyu Corp.^(b)		12,000		96,346
Keio Corp.^(b)		15,000		112,489
Keisei Electric Railway Co., Ltd.		7,000		74,669
Kintetsu Group Holdings Co., Ltd.^(b)		48,000		171,235
MTR Corp., Ltd.		38,500		171,490
Nagoya Railroad Co., Ltd.^(b)		23,000		91,551
Nippon Express Co., Ltd.		22,000		106,405
Norfolk Southern Corp.		8,550		666,131
Odakyu Electric Railway Co., Ltd.^(b)		16,000		145,918
Ryder System, Inc.		1,500		122,955
Tobu Railway Co., Ltd.^(b)		27,000		120,499
Tokyu Corp.		29,000		205,583
Union Pacific Corp.		24,550		2,104,917
West Japan Railway Co.		4,381		295,682

				7,980,450

Trading Companies & Distributors – 0.4%
Ashtead Group PLC		13,317		191,108
Brenntag AG		4,102		227,854
Bunzl PLC		8,855		234,307
Fastenal Co.^(b)		7,550		290,977
ITOCHU Corp.		42,000		503,717
Marubeni Corp.^(b)		43,000		235,596
Mitsubishi Corp.		36,700		681,818
Mitsui & Co., Ltd.^(b)		45,400		590,370
Noble Group Ltd.^(b)		125,000		48,339
Rexel SA		7,767		118,984
Sumitomo Corp.		29,900		317,130
Toyota Tsusho Corp.^(b)		5,700		131,147
Travis Perkins PLC		6,701		208,993
United Rentals, Inc.^(a)		2,650		183,724
Wolseley PLC		6,918		443,379
WW Grainger, Inc.		1,750		391,020

				4,798,463


228		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Transportation Infrastructure – 0.1%
Abertis Infraestructuras SA^(b)		11,948	$	197,274
Aena SA^(a)(e)		1,796		205,633
Aeroports de Paris		789		90,485
Atlantia SpA		10,961		292,837
Auckland International Airport Ltd.		25,335		79,687
Fraport AG Frankfurt Airport Services Worldwide		1,106		66,711
Groupe Eurotunnel SE (REG)		12,410		167,833
Hutchison Port Holdings Trust – Class U		143,000		75,131
Japan Airport Terminal Co., Ltd.^(b)		1,200		53,477
Kamigumi Co., Ltd.^(b)		6,000		50,130
Mitsubishi Logistics Corp.^(b)		3,000		36,140
Sydney Airport		28,887		118,103
Transurban Group		50,927		350,611

				1,784,052

				94,348,049

Consumer Staples – 6.6%
Beverages – 1.5%
Anheuser-Busch InBev SA/NV		21,391		2,333,089
Asahi Group Holdings Ltd.		10,300		339,183
Brown-Forman Corp. – Class B		4,300		421,830
Carlsberg A/S – Class B		2,893		218,593
Coca-Cola Amatil Ltd.		15,234		91,021
Coca-Cola Co. (The)		109,400		4,301,608
Coca-Cola Enterprises, Inc.		6,000		308,940
Coca-Cola HBC AG^(a)		5,318		108,309
Constellation Brands, Inc. – Class A		4,650		595,200
Diageo PLC		66,921		1,773,202
Dr Pepper Snapple Group, Inc.		5,350		410,506
Heineken Holding NV		2,676		186,593
Heineken NV		6,180		488,440
Kirin Holdings Co., Ltd.^(b)		22,000		322,840
Molson Coors Brewing Co. – Class B		4,450		303,001
Monster Beverage Corp.^(a)		4,060		562,148
PepsiCo, Inc.		41,250		3,833,362
Pernod Ricard SA		5,678		595,411
Remy Cointreau SA		644		38,179
SABMiller PLC (London)		25,789		1,199,629
Suntory Beverage & Food Ltd.		3,691		155,833
Treasury Wine Estates Ltd.		17,180		72,835

				18,659,752

Food & Staples Retailing – 1.3%
Aeon Co., Ltd.^(b)		17,400		260,965
Carrefour SA		14,663		476,074
Casino Guichard Perrachon SA		1,502		94,881
Colruyt SA^(a)		1,860		90,574


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Company	Shares		U.S. $ Value


Costco Wholesale Corp.		12,250	$	1,715,613
CVS Health Corp.		31,300		3,205,120
Delhaize Group		2,776		248,387
Distribuidora Internacional de Alimentacion SA^(a)		16,453		98,671
FamilyMart Co., Ltd.^(b)		1,600		74,089
ICA Gruppen AB		2,048		76,004
J Sainsbury PLC		35,651		131,960
Jeronimo Martins SGPS SA		6,682		92,436
Koninklijke Ahold NV		23,907		471,509
Kroger Co. (The)		27,300		941,850
Lawson, Inc.		1,800		128,441
METRO AG		4,302		125,082
Seven & i Holdings Co., Ltd.^(b)		20,100		874,043
Sysco Corp.		16,450		655,862
Tesco PLC		216,083		627,165
Wal-Mart Stores, Inc.		43,950		2,844,883
Walgreens Boots Alliance, Inc.		24,250		2,098,837
Wesfarmers Ltd.		29,973		866,744
Whole Foods Market, Inc.		9,950		325,962
WM Morrison Supermarkets PLC		59,010		151,476
Woolworths Ltd.		33,602		630,836

				17,307,464

Food Products – 1.5%
Ajinomoto Co., Inc.		15,000		329,502
Archer-Daniels-Midland Co.		17,600		791,824
Aryzta AG^(a)(b)		2,316		118,711
Associated British Foods PLC		9,457		460,970
Barry Callebaut AG (REG)^(a)(b)		59		64,710
Calbee, Inc.^(b)		1,933		73,845
Campbell Soup Co.		4,900		235,151
Chocoladefabriken Lindt & Spruengli AG		26		146,563
Chocoladefabriken Lindt & Spruengli AG (REG)		3		201,708
ConAgra Foods, Inc.		11,800		491,824
Danone SA		15,414		954,951
General Mills, Inc.		16,800		953,568
Golden Agri-Resources Ltd.^(b)		187,000		41,768
Hershey Co. (The)		4,150		371,508
Hormel Foods Corp.		3,700		226,070
JM Smucker Co. (The)		2,750		323,730
Kellogg Co.		7,000		463,960
Kerry Group PLC – Class A		4,267		317,791
Keurig Green Mountain, Inc.		3,394		192,100
Kikkoman Corp.^(b)		4,000		128,463
Kraft Heinz Co. (The)		16,400		1,191,624
McCormick & Co., Inc./MD		3,550		281,444
Mead Johnson Nutrition Co. – Class A		5,600		438,704
MEIJI Holdings Co., Ltd.		1,700		276,422


230		• AB POOLING PORTFOLIOS

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Company	Shares		U.S. $ Value


Mondelez International, Inc. – Class A		45,850	$	1,942,206
Nestle SA (REG)		85,785		6,319,513
NH Foods Ltd		5,000		115,220
Nisshin Seifun Group, Inc.		5,500		74,978
Nissin Foods Holdings Co., Ltd.		1,700		80,602
Orkla ASA		21,684		159,861
Tate & Lyle PLC		12,363		101,737
Toyo Suisan Kaisha Ltd.		3,000		112,317
Tyson Foods, Inc. – Class A		8,050		340,354
WH Group Ltd.^(a)(e)		155,800		81,783
Wilmar International Ltd.		51,000		103,036
Yakult Honsha Co., Ltd.^(b)		2,400		133,677
Yamazaki Baking Co., Ltd.		3,000		50,392

				18,692,587

Household Products – 0.9%
Clorox Co. (The)		3,650		405,770
Colgate-Palmolive Co.		23,700		1,488,597
Henkel AG & Co. KGaA		2,765		253,567
Henkel AG & Co. KGaA (Preference Shares)		4,772		498,665
Kimberly-Clark Corp.		10,200		1,086,606
Procter & Gamble Co. (The)		75,200		5,314,384
Reckitt Benckiser Group PLC		17,205		1,507,406
Svenska Cellulosa AB SCA – Class B		15,764		448,366
Unicharm Corp.		9,900		199,731

				11,203,092

Personal Products – 0.4%
Beiersdorf AG		2,676		221,129
Estee Lauder Cos., Inc. (The) – Class A		6,250		498,562
Kao Corp.		13,400		612,019
L’Oreal SA		6,719		1,149,073
Shiseido Co., Ltd.^(b)		9,600		200,800
Unilever NV		43,334		1,736,590
Unilever PLC		34,142		1,369,261

				5,787,434

Tobacco – 1.0%
Altria Group, Inc.		54,750		2,933,505
British American Tobacco PLC		49,589		2,625,857
Imperial Tobacco Group PLC		25,460		1,225,488
Japan Tobacco, Inc.		29,262		1,039,954
Philip Morris International, Inc.		43,100		3,439,380
Reynolds American, Inc.		12,069		1,010,779
Swedish Match AB		5,362		158,353

				12,433,316

				84,083,645


AB POOLING PORTFOLIOS •			231

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Energy – 4.0%
Energy Equipment & Services – 0.5%
Amec Foster Wheeler PLC		10,254	$	125,880
Baker Hughes, Inc.		14,650		820,400
Cameron International Corp.^(a)		5,350		357,166
Diamond Offshore Drilling, Inc.^(b)		1,850		43,864
Ensco PLC – Class A		6,450		116,810
FMC Technologies, Inc.^(a)		6,400		222,592
Halliburton Co.		23,650		930,627
Helmerich & Payne, Inc.^(b)		2,950		174,080
National Oilwell Varco, Inc.		10,700		452,931
Petrofac Ltd.		6,887		93,691
Saipem SpA^(a)(b)		7,029		67,582
Schlumberger Ltd.		35,550		2,750,503
Seadrill Ltd.^(b)		9,831		76,031
Subsea 7 SA^(a)		6,999		60,204
Technip SA		2,791		151,969
Tenaris SA		12,535		164,895
Transocean Ltd.^(b)		9,465		134,687
Transocean Ltd. (Zurich)^(b)		9,584		131,685
WorleyParsons Ltd.		5,494		29,348

				6,904,945

Oil, Gas & Consumable Fuels – 3.5%
Anadarko Petroleum Corp.		14,050		1,005,699
Apache Corp.		10,500		475,020
BG Group PLC		90,828		1,378,548
BP PLC		485,288		2,689,837
Cabot Oil & Gas Corp.		11,450		271,022
Caltex Australia Ltd.		7,183		162,938
Chesapeake Energy Corp.^(b)		14,350		112,074
Chevron Corp.		52,350		4,239,826
Cimarex Energy Co.		2,633		290,973
Columbia Pipeline Group, Inc.		8,800		223,168
ConocoPhillips		34,300		1,685,845
CONSOL Energy, Inc.^(b)		6,350		96,711
Delek Group Ltd.		125		29,426
Devon Energy Corp.		10,750		458,595
Eni SpA		67,672		1,116,989
EOG Resources, Inc.		15,250		1,194,227
EQT Corp.		4,200		326,844
Exxon Mobil Corp.		116,803		8,788,258
Galp Energia SGPS SA		10,235		107,992
Hess Corp.		6,700		398,315
Idemitsu Kosan Co., Ltd.^(b)		2,300		39,577
Inpex Corp.^(b)		25,285		256,293
JX Holdings, Inc.		59,000		228,297
Kinder Morgan, Inc./DE		47,413		1,536,655


232		• AB POOLING PORTFOLIOS

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Company	Shares		U.S. $ Value


Koninklijke Vopak NV^(b)		1,867	$	76,755
Lundin Petroleum AB^(a)		5,907		77,194
Marathon Oil Corp.		18,700		323,323
Marathon Petroleum Corp.		15,300		723,843
Murphy Oil Corp.		4,600		142,600
Neste Oyj		3,403		87,242
Newfield Exploration Co.^(a)		4,400		146,564
Noble Energy, Inc.		10,750		359,158
Occidental Petroleum Corp.		21,450		1,566,064
OMV AG		3,910		100,100
ONEOK, Inc.		5,800		208,858
Origin Energy Ltd.		29,232		171,507
Phillips 66		15,100		1,193,957
Pioneer Natural Resources Co.		4,150		510,699
Range Resources Corp.^(b)		4,600		177,652
Repsol SA		27,427		391,054
Royal Dutch Shell PLC – Class A		103,602		2,699,068
Royal Dutch Shell PLC – Class B		64,919		1,694,975
Santos Ltd.^(b)		25,806		94,722
Showa Shell Sekiyu KK		5,000		42,819
Southwestern Energy Co.^(a)		10,650		172,956
Spectra Energy Corp.		18,650		542,155
Statoil ASA		29,626		451,529
Tesoro Corp.		3,500		322,035
TonenGeneral Sekiyu KK^(b)		7,000		70,057
Total SA		56,941		2,625,344
Tullow Oil PLC^(a)		23,528		80,196
Valero Energy Corp.		14,350		851,529
Williams Cos., Inc. (The)		18,650		898,930
Woodside Petroleum Ltd.		19,796		455,620

				44,371,634

				51,276,579

Materials – 2.9%
Chemicals – 1.7%
Air Liquide SA		9,177		1,098,267
Air Products & Chemicals, Inc.		5,350		746,486
Air Water, Inc.		4,000		63,693
Airgas, Inc.		1,850		178,562
Akzo Nobel NV		6,529		440,912
Arkema SA		1,794		126,375
Asahi Kasei Corp.		33,000		262,485
BASF SE		24,433		1,963,115
CF Industries Holdings, Inc.		7,000		401,660
Croda International PLC		3,605		159,059
Daicel Corp.		8,000		105,260
Dow Chemical Co. (The)		30,300		1,325,928
Eastman Chemical Co.		4,100		297,086


AB POOLING PORTFOLIOS •			233

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Ecolab, Inc.		7,500	$	818,550
EI du Pont de Nemours & Co.		25,200		1,297,800
EMS-Chemie Holding AG (REG)		218		98,168
Evonik Industries AG		2,480		92,212
FMC Corp.		3,700		156,547
Fuchs Petrolub SE (Preference Shares)		1,884		81,076
Givaudan SA (REG)^(a)		246		422,926
Hitachi Chemical Co., Ltd.		2,800		42,860
Incitec Pivot Ltd.		43,665		108,858
International Flavors & Fragrances, Inc.		2,250		246,488
Israel Chemicals Ltd.		13,528		76,180
Israel Corp., Ltd. (The)		87		26,381
Johnson Matthey PLC		5,440		224,230
JSR Corp.		5,100		79,952
K&S AG (REG)		5,092		190,052
Kaneka Corp.^(b)		7,000		56,627
Kansai Paint Co., Ltd.^(b)		6,000		93,408
Koninklijke DSM NV		4,827		253,552
Kuraray Co., Ltd.^(b)		9,000		106,108
Lanxess AG		2,430		123,211
Linde AG		4,955		859,899
LyondellBasell Industries NV – Class A		11,040		942,595
Mitsubishi Chemical Holdings Corp.		36,000		204,145
Mitsubishi Gas Chemical Co., Inc.		10,000		48,579
Mitsui Chemicals, Inc.^(b)		21,000		70,827
Monsanto Co.		13,450		1,313,392
Mosaic Co. (The)		8,600		351,138
Nippon Paint Holdings Co., Ltd.^(b)		4,000		81,623
Nitto Denko Corp.^(b)		4,400		294,872
Novozymes A/S – Class B		6,354		276,291
OCI NV^(a)(b)		2,238		65,834
Orica Ltd.^(b)		9,846		111,100
PPG Industries, Inc.		7,700		733,733
Praxair, Inc.		8,050		851,288
Sherwin-Williams Co. (The)		2,300		588,363
Shin-Etsu Chemical Co., Ltd.^(b)		11,000		603,484
Sigma-Aldrich Corp.		3,300		460,053
Sika AG		58		191,794
Solvay SA		1,610		188,926
Sumitomo Chemical Co., Ltd.		39,000		193,604
Symrise AG		3,342		201,188
Syngenta AG (REG)		2,473		829,099
Taiyo Nippon Sanso Corp.^(b)		4,000		48,901
Teijin Ltd.		24,000		76,255
Toray Industries, Inc.^(b)		39,000		343,390
Umicore SA		2,533		101,076
Yara International ASA		4,806		214,459

				22,009,982


234		• AB POOLING PORTFOLIOS

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Company	Shares		U.S. $ Value


Construction Materials – 0.2%
Boral Ltd.		20,672	$	83,112
CRH PLC		21,681		648,031
Fletcher Building Ltd.		17,504		79,780
HeidelbergCement AG		3,803		286,808
Imerys SA		911		62,659
James Hardie Industries PLC		11,774		146,997
LafargeHolcim Ltd. (REG)^(a)		10,604		673,252
Martin Marietta Materials, Inc.		1,698		284,924
Taiheiyo Cement Corp.		31,000		104,737
Vulcan Materials Co.		3,700		346,394

				2,716,694

Containers & Packaging – 0.2%
Amcor Ltd./Australia		32,032		312,756
Avery Dennison Corp.		2,450		142,296
Ball Corp.		3,850		253,754
Owens-Illinois, Inc.^(a)		4,550		94,868
Rexam PLC		18,752		153,835
Sealed Air Corp.		5,800		298,410
Toyo Seikan Group Holdings Ltd.^(b)		4,300		70,467
WestRock Co.		7,310		433,848

				1,760,234

Metals & Mining – 0.7%
Alcoa, Inc.		34,000		321,300
Alumina Ltd.		63,695		59,384
Anglo American PLC		37,012		414,754
Antofagasta PLC		10,468		97,024
ArcelorMittal (Euronext Amsterdam)^(b)		26,525		207,141
BHP Billiton Ltd.		84,972		1,556,491
BHP Billiton PLC		55,874		982,286
Boliden AB		7,260		119,501
Fortescue Metals Group Ltd.^(b)		39,187		53,154
Freeport-McMoRan, Inc.		28,950		308,028
Fresnillo PLC		5,868		55,614
Glencore PLC^(a)		295,867		667,849
Hitachi Metals Ltd.		6,000		75,875
Iluka Resources Ltd.		11,138		58,830
JFE Holdings, Inc.^(b)		13,100		202,866
Kobe Steel Ltd.		82,000		109,785
Maruichi Steel Tube Ltd.		1,300		33,035
Mitsubishi Materials Corp.		29,000		92,992
Newcrest Mining Ltd.^(a)		20,390		162,693
Newmont Mining Corp.		13,850		236,420
Nippon Steel & Sumitomo Metal Corp.^(b)		202,000		414,226
Norsk Hydro ASA		34,867		120,070
Nucor Corp.		8,850		383,117
Randgold Resources Ltd.		2,470		149,375


AB POOLING PORTFOLIOS •			235

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Rio Tinto Ltd.		11,568	$	414,870
Rio Tinto PLC		33,849		1,235,848
South32 Ltd.^(a)		140,846		152,035
Sumitomo Metal Mining Co., Ltd.^(b)		13,000		165,023
ThyssenKrupp AG^(b)		9,786		211,539
voestalpine AG		2,976		108,501

				9,169,626

Paper & Forest Products – 0.1%
International Paper Co.		11,750		506,895
Mondi PLC		9,769		219,546
Oji Holdings Corp.^(b)		21,000		96,937
Stora Enso Oyj – Class R		14,610		129,627
UPM-Kymmene Oyj		14,324		238,103

				1,191,108

				36,847,644

Equity: Other – 2.3%
Diversified/Specialty – 1.7%
Activia Properties, Inc.		17		139,033
Aedifica SA		627		37,220
Affine SA		250		4,458
Alexander’s, Inc.		105		38,115
Alexandria Real Estate Equities, Inc.		3,610		310,424
American Assets Trust, Inc.		1,900		73,188
American Homes 4 Rent – Class A		7,565		120,889
ANF Immobilier		322		7,443
Artis Real Estate Investment Trust		6,800		63,369
Azrieli Group		2,768		109,210
Beni Stabili SpA SIIQ		53,607		41,637
BioMed Realty Trust, Inc.		10,243		189,496
British Land Co. PLC (The)		76,701		956,348
CA Immobilien Anlagen AG^(a)		3,653		68,027
Campus Crest Communities, Inc.^(b)		3,200		16,544
Canadian Real Estate Investment Trust		3,650		113,750
CapitaLand Ltd.		195,450		391,713
Chambers Street Properties		11,900		80,563
Champion REIT		118,800		59,056
Cofinimmo SA		1,020		107,108
Conwert Immobilien Invest SE^(a)(b)		3,094		40,205
Daejan Holdings PLC		255		22,969
Dexus Property Group		73,857		386,530
DIC Asset AG		1,700		15,431
Digital Realty Trust, Inc.		6,810		431,209
Dios Fastigheter AB		2,339		15,298
Duke Realty Corp.		17,358		313,485
DuPont Fabros Technology, Inc.		3,290		87,942
F&C Commercial Property Trust Ltd.		26,533		58,418


236		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Fastighets AB Balder – Class B^(a)		4,650	$	81,298
Fonciere Des Regions		2,584		215,467
Forest City Enterprises, Inc. – Class A^(a)		11,510		247,810
Fukuoka REIT Corp.^(b)		46		71,433
Gaming and Leisure Properties, Inc.		4,400		136,136
Gecina SA		2,653		334,840
GPT Group (The)		135,863		434,201
Gramercy Property Trust, Inc.		2,750		60,803
Granite Real Estate Investment Trust (Toronto)		2,350		68,699
Great Portland Estates PLC		17,281		217,959
Grivalia Properties REIC AE		1,956		17,112
H&R Real Estate Investment Trust		13,756		215,918
Hamborner REIT AG		2,400		24,190
Hang Lung Properties Ltd.		170,900		386,895
Helical Bar PLC		4,950		32,282
Hemfosa Fastigheter AB		3,968		43,585
Henderson Land Development Co., Ltd.		88,902		549,323
Hispania Activos Inmobiliarios SA^(a)		3,400		51,556
Hufvudstaden AB – Class A		5,580		71,574
Hulic Co., Ltd.		25,567		234,700
Hysan Development Co., Ltd.		47,250		189,727
Investors Real Estate Trust		6,167		41,257
Kerry Properties Ltd.		49,550		148,641
Kiwi Property Group Ltd.		63,681		52,834
Klovern AB – Class B		18,850		17,820
Land Securities Group PLC		60,554		1,156,693
Lar Espana Real Estate Socimi SA^(b)		1,700		17,302
Lexington Realty Trust^(b)		11,830		95,468
Londonmetric Property PLC		29,358		72,815
Mapletree Commercial Trust		65,900		61,731
Merlin Properties Socimi SA^(a)		9,771		113,296
Mitsubishi Estate Co., Ltd.		96,440		2,074,504
Mitsui Fudosan Co., Ltd.		72,040		1,996,122
Mobimo Holding AG^(a)		326		67,416
Morguard Real Estate Investment Trust		1,750		19,235
Mori Trust Sogo Reit, Inc.^(b)		50		86,121
New World Development Co., Ltd.		409,200		415,409
Nomura Real Estate Holdings, Inc.		9,330		175,020
Nomura Real Estate Master Fund, Inc.		75		80,930
NSI NV		6,512		27,473
Orix JREIT, Inc.^(b)		110		138,584
Premier Investment Corp.^(b)		16		80,186
QTS Realty Trust, Inc. – Class A		1,500		60,285
Quintain Estates & Development PLC^(a)		24,612		49,097
Redefine International PLC/Isle of Man		48,900		39,582
Schroder Real Estate Investment Trust Ltd.		26,069		23,702
Select Income REIT		3,355		62,235


AB POOLING PORTFOLIOS •			237

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Silver Bay Realty Trust Corp.		1,750	$	27,405
Sino Land Co., Ltd.		232,810		348,560
Spirit Realty Capital, Inc.		21,176		203,290
Sponda Oyj		12,108		48,702
ST Modwen Properties PLC		8,873		60,662
Starwood Waypoint Residential Trust		1,900		45,771
Sumitomo Realty & Development Co., Ltd.		30,990		1,046,420
Sun Hung Kai Properties Ltd.		129,150		1,637,087
Suntec Real Estate Investment Trust		183,500		198,918
Swire Properties Ltd.		89,950		276,381
Swiss Prime Site AG^(a)		4,907		385,213
TLG Immobilien AG		2,526		47,842
Tokyu REIT, Inc.		19		22,211
Top REIT, Inc.		13		50,902
United Urban Investment Corp.		159		208,788
UOL Group Ltd.		35,350		156,757
Vereit, Inc.		45,500		370,370
Vornado Realty Trust		13,410		1,169,218
Wallenstam AB – Class B		9,950		75,855
Washington Real Estate Investment Trust^(b)		3,384		83,246
Wharf Holdings Ltd. (The)		104,650		590,374
Wihlborgs Fastigheter AB		3,320		57,923
Winthrop Realty Trust^(a)		1,600		22,912
WP Carey, Inc.		4,409		253,385

				22,546,536

Health Care – 0.5%
Assura PLC		50,650		39,638
Care Capital Properties, Inc.^(a)		4,167		132,461
Chartwell Retirement Residences		8,650		76,664
Extendicare, Inc.^(b)		4,400		26,288
HCP, Inc.		35,800		1,326,748
Health Care REIT, Inc.^(b)		27,370		1,733,889
Healthcare Realty Trust, Inc.		5,010		114,729
Healthcare Trust of America, Inc. – Class A		6,275		150,663
LTC Properties, Inc.		1,800		73,422
Medical Properties Trust, Inc.		10,450		121,952
National Health Investors, Inc.		1,734		95,543
New Senior Investment Group, Inc.		3,200		36,448
Omega Healthcare Investors, Inc.		8,118		274,226
Physicians Realty Trust		3,500		50,750
Primary Health Properties PLC		5,295		33,415
Sabra Health Care REIT, Inc.		2,950		70,712
Senior Housing Properties Trust		11,780		184,946
Target Healthcare REIT Ltd.		7,150		11,723
Universal Health Realty Income Trust		679		31,234
Ventas, Inc.		25,847		1,422,102

				6,007,553


238		• AB POOLING PORTFOLIOS

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Company	Shares		U.S. $ Value


Triple Net – 0.1%
Agree Realty Corp.		828	$	23,556
EPR Properties		2,857		145,393
Getty Realty Corp.		1,250		19,700
National Retail Properties, Inc.		6,735		234,041
Realty Income Corp.^(b)		17,910		800,398

				1,223,088

				29,777,177

Telecommunication Services – 2.2%
Diversified Telecommunication Services – 1.7%
AT&T, Inc.		170,892		5,673,614
Bezeq The Israeli Telecommunication Corp., Ltd.		51,093		91,723
BT Group PLC		222,634		1,485,232
CenturyLink, Inc.		15,700		424,528
Deutsche Telekom AG (REG)		84,457		1,440,712
Elisa Oyj		3,776		125,649
Frontier Communications Corp.^(b)		32,040		162,443
HKT Trust & HKT Ltd. – Class SS		68,200		79,039
Iliad SA		714		161,285
Inmarsat PLC		11,926		178,163
Koninklijke KPN NV^(b)		85,196		330,955
Level 3 Communications, Inc.^(a)		7,989		357,348
Nippon Telegraph & Telephone Corp.		20,000		762,843
Orange SA		49,173		777,684
PCCW Ltd.		109,000		57,006
Proximus		4,038		144,844
Singapore Telecommunications Ltd.		212,000		565,782
Spark New Zealand Ltd		46,441		99,344
Swisscom AG (REG)		689		371,901
TDC A/S		20,937		132,370
Telecom Italia SpA (ordinary shares)^(a)		267,121		324,189
Telecom Italia SpA (savings shares)		160,303		160,650
Telefonica Deutschland Holding AG^(b)		15,739		95,419
Telefonica SA^(a)		118,428		1,668,943
Telenor ASA		20,084		399,379
TeliaSonera AB		69,112		389,303
Telstra Corp., Ltd.		113,543		465,825
TPG Telecom Ltd.		7,390		49,310
Verizon Communications, Inc.		115,670		5,321,977

				22,297,460

Wireless Telecommunication Services – 0.5%
KDDI Corp.		46,528		1,154,540
Millicom International Cellular SA		1,756		116,998
NTT DOCOMO, Inc.		40,640		852,373
SoftBank Group Corp.		25,600		1,489,493


AB POOLING PORTFOLIOS •			239

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


StarHub Ltd.^(b)		16,000	$	41,510
Tele2 AB – Class B		8,468		83,464
Vodafone Group PLC		705,240		2,428,451

				6,166,829

				28,464,289

Utilities – 2.1%
Electric Utilities – 1.1%
American Electric Power Co., Inc.		13,550		735,629
AusNet Services		44,949		41,676
Cheung Kong Infrastructure Holdings Ltd.		16,000		133,025
Chubu Electric Power Co., Inc.		17,100		264,699
Chugoku Electric Power Co., Inc. (The)^(b)		7,900		115,450
CLP Holdings Ltd.		50,000		414,799
Contact Energy Ltd.		8,742		28,715
Duke Energy Corp.		19,708		1,397,494
Edison International		9,050		529,244
EDP – Energias de Portugal SA		61,603		215,116
Electricite de France SA		6,419		138,464
Endesa SA		8,422		173,981
Enel SpA		187,607		843,622
Entergy Corp.		5,050		329,917
Eversource Energy		8,800		415,712
Exelon Corp.		23,932		736,148
FirstEnergy Corp.		11,650		372,334
Fortum Oyj		11,791		190,863
Hokuriku Electric Power Co.		4,500		64,908
Iberdrola SA		144,451		976,791
Kansai Electric Power Co., Inc. (The)^(a)		18,700		233,004
Kyushu Electric Power Co., Inc.^(a)(b)		11,300		134,617
Mighty River Power Ltd.^(b)		18,520		32,446
NextEra Energy, Inc.		12,300		1,210,443
Pepco Holdings, Inc.		6,950		159,711
Pinnacle West Capital Corp.		3,000		178,590
Power Assets Holdings Ltd.		36,500		314,424
PPL Corp.		18,550		574,864
Red Electrica Corp. SA		2,873		228,608
Shikoku Electric Power Co., Inc.^(b)		4,700		73,385
Southern Co. (The)		25,250		1,096,102
SSE PLC		26,274		588,778
Terna Rete Elettrica Nazionale SpA		40,101		186,640
Tohoku Electric Power Co., Inc.		12,000		164,490
Tokyo Electric Power Co., Inc.^(a)		38,400		262,951
Xcel Energy, Inc.		14,000		472,220

				14,029,860

Gas Utilities – 0.1%
AGL Resources, Inc.		3,300		201,267
APA Group		29,642		184,870


240		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Enagas SA		5,716	$	155,972
Gas Natural SDG SA		9,297		188,027
Hong Kong & China Gas Co., Ltd.		183,898		346,590
Osaka Gas Co., Ltd.		49,000		198,827
Snam SpA		55,873		272,949
Toho Gas Co., Ltd.		10,000		60,176
Tokyo Gas Co., Ltd.		61,000		333,271

				1,941,949

Independent Power and Renewable Electricity Producers – 0.1%
AES Corp./VA		19,000		228,000
Electric Power Development Co., Ltd.		3,800		118,958
Enel Green Power SpA		44,329		84,199
Meridian Energy Ltd.		33,214		46,274
NRG Energy, Inc.		9,350		186,252

				663,683

Multi-Utilities – 0.8%
AGL Energy Ltd.		17,909		215,131
Ameren Corp.		6,750		271,957
CenterPoint Energy, Inc.		11,950		222,509
Centrica PLC		131,613		487,328
CMS Energy Corp.		7,650		250,767
Consolidated Edison, Inc.		8,150		512,716
Dominion Resources, Inc./VA		16,400		1,143,900
DTE Energy Co.		4,950		386,397
E.ON SE		53,230		601,544
Engie		38,869		694,199
National Grid PLC		99,421		1,309,934
NiSource, Inc.		8,800		147,752
PG&E Corp.		13,250		656,935
Public Service Enterprise Group, Inc.		14,000		563,500
RWE AG		12,991		194,513
SCANA Corp.		3,950		208,916
Sempra Energy		6,500		616,525
Suez Environnement Co.		7,861		141,394
TECO Energy, Inc.		6,500		136,955
United Utilities Group PLC		18,101		236,131
Veolia Environnement SA		11,967		261,359
WEC Energy Group, Inc.		9,295		442,907

				9,703,269

Water Utilities – 0.0%
Severn Trent PLC		6,343		201,162

				26,539,923

Retail – 1.5%
Regional Mall – 0.6%
CapitaLand Mall Trust		194,550		264,315
CBL & Associates Properties, Inc.		8,540		127,075


AB POOLING PORTFOLIOS •			241

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


General Growth Properties, Inc.		42,770	$	1,085,503
Macerich Co. (The)		11,890		905,781
Pennsylvania Real Estate Investment Trust^(b)		3,310		65,670
Rouse Properties, Inc.^(b)		1,800		27,972
Simon Property Group, Inc.		24,303		4,358,014
Taubman Centers, Inc.		3,100		213,869
Westfield Corp.		149,781		1,037,201
WP GLIMCHER, Inc.		9,258		112,114

				8,197,514

Shopping Center/Other Retail – 0.9%
Acadia Realty Trust		3,390		100,174
Aeon Mall Co., Ltd.		8,832		148,589
AEON REIT Investment Corp.		50		55,963
Brixmor Property Group, Inc.		8,777		200,291
BWP Trust		24,558		55,163
Capital & Counties Properties PLC		36,541		246,789
Cedar Realty Trust, Inc.		4,200		26,292
Charter Hall Retail REIT		16,080		45,880
Citycon Oyj^(a)		19,730		49,531
Crombie Real Estate Investment Trust		3,850		37,985
DDR Corp.		15,320		234,243
Deutsche Euroshop AG		2,315		102,955
Development Securities PLC		6,263		24,387
Equity One, Inc.		3,256		76,549
Eurocommercial Properties NV		2,298		101,872
Federal Realty Investment Trust		3,473		448,295
Federation Centres		300,882		604,849
First Capital Realty, Inc.		4,430		58,557
Fortune Real Estate Investment Trust^(b)		66,200		65,075
Frontier Real Estate Investment Corp.		24		96,121
Hammerson PLC		60,227		575,896
Immobiliare Grande Distribuzione SIIQ SpA		15,234		14,293
Inland Real Estate Corp.		4,300		36,163
Intu Properties PLC		70,464		346,196
Japan Retail Fund Investment Corp.^(b)		187		343,757
Kimco Realty Corp.		32,056		738,891
Kite Realty Group Trust		4,112		96,673
Klepierre		13,397		589,588
Link REIT		175,300		930,681
Mercialys SA		2,040		45,934
Ramco-Gershenson Properties Trust		3,929		60,899
Regency Centers Corp.		4,712		279,469
Retail Opportunity Investments Corp.		4,685		74,632
Retail Properties of America, Inc. – Class A		11,900		162,435
RioCan Real Estate Investment Trust (Toronto)		15,962		294,950
Saul Centers, Inc.		697		34,390
Scentre Group		398,840		1,080,343


242		• AB POOLING PORTFOLIOS

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Company	Shares		U.S. $ Value


Shaftesbury PLC		13,983	$	191,960
Shopping Centres Australasia Property Group		34,300		48,053
Smart Real Estate Investment Trust		5,600		124,591
Tanger Factory Outlet Centers, Inc.		4,790		151,556
Unibail-Rodamco SE		7,603		1,973,903
Urban Edge Properties		4,460		93,259
Urstadt Biddle Properties, Inc. – Class A		1,300		23,309
Vastned Retail NV		910		41,473
Weingarten Realty Investors		5,578		176,488
Wereldhave Belgium NV		100		11,210
Wereldhave NV		1,720		98,447

				11,418,999

				19,616,513

Residential – 1.1%
Multi-Family – 0.8%
ADLER Real Estate AG^(a)		850		12,635
Ado Properties SA^(a)(e)		1,178		25,711
Advance Residence Investment Corp.		46		95,504
Apartment Investment & Management Co. – Class A		12,120		436,683
AvalonBay Communities, Inc.		10,331		1,705,235
Boardwalk Real Estate Investment Trust		2,000		82,898
BUWOG AG^(a)(b)		2,558		53,946
Camden Property Trust		4,350		313,331
Canadian Apartment Properties REIT		5,950		126,634
Daiwa House Residential Investment Corp.^(b)		33		61,329
Deutsche Annington Immobilien SE		34,743		1,138,747
Deutsche Wohnen AG		24,787		652,223
Equity LifeStyle Properties, Inc.		3,849		214,620
Equity Residential		28,300		2,016,375
Essex Property Trust, Inc.		5,198		1,115,595
Grainger PLC		20,665		74,046
Grand City Properties SA^(b)		4,000		70,607
Home Properties, Inc.		2,900		215,209
Killam Properties, Inc.^(b)		2,650		20,042
LEG Immobilien AG^(a)(b)		2,900		217,404
Mid-America Apartment Communities, Inc.		3,812		299,585
Mirvac Group		282,670		351,410
Nippon Accommodations Fund, Inc.^(b)		24		79,685
Northern Property Real Estate Investment Trust		1,600		25,175
Post Properties, Inc.		2,750		152,240
Stockland		180,617		501,835
Sun Communities, Inc.		2,586		168,633
TAG Immobilien AG^(b)		5,820		66,548
UDR, Inc.		13,030		420,869
UNITE Group PLC (The)		11,173		110,439

				10,825,193


AB POOLING PORTFOLIOS •			243

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Self Storage – 0.3%
Big Yellow Group PLC		7,154	$	73,599
CubeSmart		8,328		210,615
Extra Space Storage, Inc.		5,500		404,140
Public Storage		11,405		2,295,484
Safestore Holdings PLC		10,400		46,557
Sovran Self Storage, Inc.		1,798		161,335

				3,191,730

Student Housing – 0.0%
American Campus Communities, Inc.		5,670		194,198
Education Realty Trust, Inc.		2,393		69,995

				264,193

				14,281,116

Office – 0.7%
Office – 0.7%
Allied Properties Real Estate Investment Trust		3,887		102,995
Allreal Holding AG^(a)		480		64,950
alstria office REIT-AG^(a)(b)		4,120		55,140
Befimmo SA		820		50,599
Boston Properties, Inc.		12,000		1,360,560
Brandywine Realty Trust		8,991		108,971
CapitaLand Commercial Trust Ltd		154,050		145,090
Castellum AB		8,260		116,895
Columbia Property Trust, Inc.		6,250		133,625
Cominar Real Estate Investment Trust		8,305		102,455
Corporate Office Properties Trust		4,750		99,893
Cousins Properties, Inc.		10,639		97,560
Cromwell Property Group		73,426		53,489
Daiwa Office Investment Corp.		19		89,108
Derwent London PLC		5,020		275,750
DO Deutsche Office AG		3,250		16,420
Douglas Emmett, Inc.		6,830		188,713
Dream Global Real Estate Investment Trust		4,750		32,747
Dream Office Real Estate Investment Trust		5,450		88,072
Empire State Realty Trust, Inc. – Class A		4,479		72,605
Entra ASA^(e)		3,118		26,257
Equity Commonwealth^(a)		6,474		166,317
Fabege AB		6,690		94,559
First Potomac Realty Trust		2,950		31,005
Franklin Street Properties Corp.		4,420		46,012
Government Properties Income Trust^(b)		3,508		55,567
Highwoods Properties, Inc.		4,730		179,456
Hongkong Land Holdings Ltd.		58,750		407,049
Hudson Pacific Properties, Inc.		3,650		103,624
ICADE		2,685		192,379


244		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Inmobiliaria Colonial SA^(a)		84,309	$	59,089
Investa Office Fund		28,410		77,676
Japan Excellent, Inc.		32		34,480
Japan Prime Realty Investment Corp.		61		197,184
Japan Real Estate Investment Corp.		97		406,610
Kenedix Office Investment Corp. – Class A		18		80,046
Keppel REIT		92,700		64,354
Kilroy Realty Corp.		4,454		288,886
Liberty Property Trust		7,530		231,472
Mack-Cali Realty Corp.		4,477		83,854
Mori Hills REIT Investment Corp.		48		55,128
New York REIT, Inc.		8,200		78,556
Nippon Building Fund, Inc.^(b)		106		445,343
Nomura Real Estate Office Fund, Inc.		18		70,962
Norwegian Property ASA^(a)		12,417		14,695
NTT Urban Development Corp.		8,527		79,392
Paramount Group, Inc.		7,221		118,713
Parkway Properties Inc/Md		4,000		63,360
Piedmont Office Realty Trust, Inc. – Class A		7,750		131,440
PS Business Parks, Inc.		1,040		75,878
PSP Swiss Property AG (REG)^(a)		1,980		171,507
SL Green Realty Corp.		7,800		807,378
Technopolis Oyj		4,777		18,931
Tokyo Tatemono Co., Ltd.		15,100		189,680
Workspace Group PLC		5,847		80,385

				8,482,861

Lodging – 0.2%
Lodging – 0.2%
Ashford Hospitality Trust, Inc.		4,760		36,842
CDL Hospitality Trusts		32,138		30,048
Chatham Lodging Trust		1,850		42,458
Chesapeake Lodging Trust		2,984		86,268
DiamondRock Hospitality Co.		10,070		118,423
FelCor Lodging Trust, Inc.		7,190		58,023
Hersha Hospitality Trust		2,085		50,957
Hospitality Properties Trust		7,510		193,157
Host Hotels & Resorts, Inc.		59,090		1,047,665
InnVest Real Estate Investment Trust		4,651		18,560
Japan Hotel REIT Investment Corp.		110		67,810
LaSalle Hotel Properties		5,650		177,749
Pandox AB^(a)		2,626		36,788
Pebblebrook Hotel Trust		3,600		137,016
RLJ Lodging Trust		6,650		183,141
Ryman Hospitality Properties, Inc.		2,460		126,026
Strategic Hotels & Resorts, Inc.^(a)		13,808		186,270
Summit Hotel Properties, Inc.		4,100		49,733


AB POOLING PORTFOLIOS •			245

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


Sunstone Hotel Investors, Inc.		10,481	$	144,952
Xenia Hotels & Resorts, Inc.^(b)		5,700		105,450

				2,897,336

Total Common Stocks (cost $697,025,569)				873,539,933


INVESTMENT COMPANIES – 8.7%
Funds and Investment Trusts – 8.7%
F&C UK Real Estate Investment Ltd.		11,760		18,122
iShares Core MSCI Emerging Markets ETF^(b)		2,327,389		94,701,459
iShares International Developed Real Estate ETF^(b)		287,239		8,111,629
Medicx Fund Ltd.		18,175		21,754
Picton Property Income Ltd.		27,142		29,990
Standard Life Investment Property Income Trust PLC		13,912		17,879
UK Commercial Property Trust Ltd.		30,703		40,871
Vanguard REIT ETF^(b)		109,765		8,125,903


Total Investment Companies (cost $133,612,614)				111,067,607


SHORT-TERM INVESTMENTS – 23.3%
Investment Companies – 20.3%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.13%^(f)(g) (cost $258,901,017)		258,901,017		258,901,017


	Principal Amount (000)
U.S. TREASURY BILLS – 3.0%
U.S. Treasury Bill Zero Coupon, 11/27/15^(h)(i)	$	29,000		28,996,146
Zero Coupon, 12/24/15⁽ⁱ⁾		10,000		9,996,833


Total U.S. Treasury Bills (cost $38,992,979)				38,992,979


Total Short-Term Investments (cost $297,893,996)				297,893,996


Total Investments Before Security Lending Collateral for Securities Loaned – 100.4% (cost $1,128,532,179)				1,282,501,536


246		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments



Company	Shares		U.S. $ Value


INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 9.7%
Investment Companies – 9.7%
AB Exchange Reserves – Class I, 0.11%^(f)(g)(cost $124,645,745)		124,645,745	$	124,645,745


Total Investments – 110.1% (cost $1,253,177,924)				1,407,147,281
Other assets less liabilities – (10.1)%				(129,163,224	)


Net Assets – 100.0%			$	1,277,984,057

FUTURES (see Note C)


Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
DAX Index Futures		6		September 2015	$	1,858,714	$	1,724,801	$	(133,913	)
MSCI EAFE Mini Index Futures		21		September 2015		1,956,067		1,819,335		(136,732	)
S&P TSX 60 Index Futures		185		September 2015		22,132,250		22,895,789		763,539
TOPIX Index Futures		623		September 2015		85,474,357		78,803,192		(6,671,165	)

Sold Contracts
EURO STOXX 50 Futures		2,731		September 2015		97,110,791		100,181,552		(3,070,761	)
FTSE 100 Index Futures		682		September 2015		63,022,804		65,062,715		(2,039,911	)
Hang Seng Index Futures		18		September 2015		2,477,957		2,492,578		(14,621	)
S&P 500 E-Mini Futures		583		September 2015		55,832,926		57,402,180		(1,569,254	)
SPI 200 Futures		60		September 2015		5,824,350		5,515,644		308,706

									$	(12,564,112	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		CHF	1,624		USD	1,749		9/17/15	$	68,606
Barclays Bank PLC		EUR	58,753		USD	66,530		9/17/15		585,607
Barclays Bank PLC		JPY	290,148		USD	2,369		9/17/15		(24,928	)
Barclays Bank PLC		USD	3,402		CHF	3,174		9/17/15		(116,582	)
Barclays Bank PLC		USD	46,245		JPY	5,614,908		9/17/15		78,710
BNP Paribas SA		CAD	38,076		USD	30,683		9/17/15		1,742,799


AB POOLING PORTFOLIOS •			247

AB Volatility Management—Portfolio of Investments


Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA		EUR	2,413		USD	2,637		9/17/15	$	(71,306	)
BNP Paribas SA		USD	41,829		JPY	5,142,245		9/17/15		595,652
Brown Brothers Harriman & Co.		USD	4,496		AUD	5,824		9/17/15		(354,637	)
Citibank		AUD	2,285		USD	1,762		9/17/15		137,471
Citibank		USD	2,479		AUD	3,237		9/17/15		(177,447	)
Citibank		USD	1,403		CAD	1,762		9/17/15		(63,727	)
Citibank		USD	1,348		EUR	1,219		9/17/15		19,879
Citibank		USD	1,712		GBP	1,088		9/17/15		(42,463	)
Credit Suisse International		USD	28,627		AUD	40,085		9/17/15		(121,791	)
Credit Suisse International		USD	19,482		EUR	16,962		9/17/15		(443,561	)
Credit Suisse International		USD	4,091		AUD	5,755		12/15/15		(17,137	)
Deutsche Bank AG		USD	4,969		EUR	4,469		9/17/15		46,646
Deutsche Bank AG		USD	5,763		GBP	3,633		9/17/15		(188,476	)
Deutsche Bank AG		USD	1,922		JPY	238,179		9/17/15		42,750
Goldman Sachs Bank USA		CAD	5,988		USD	4,719		9/17/15		167,806
Goldman Sachs Bank USA		JPY	499,493		USD	4,034		9/17/15		(86,948	)
Goldman Sachs Bank USA		USD	1,646		JPY	196,772		9/17/15		(22,135	)
HSBC Bank USA		USD	3,297		GBP	2,114		9/17/15		(53,556	)
HSBC Bank USA		USD	21,060		CAD	28,070		12/15/15		271,478
JPMorgan Chase Bank		CHF	1,550		USD	1,649		9/17/15		44,351
JPMorgan Chase Bank		CHF	678		USD	723		12/15/15		19,428
Morgan Stanley & Co., Inc.		GBP	4,153		USD	6,514		9/17/15		141,683
Morgan Stanley & Co., Inc.		JPY	822,065		USD	6,633		9/17/15		(148,991	)
Morgan Stanley & Co., Inc.		USD	7,220		EUR	6,528		9/17/15		107,285
Morgan Stanley & Co., Inc.		GBP	25,789		USD	40,429		12/15/15		877,264
Royal Bank of Scotland PLC		USD	1,383		AUD	1,810		9/17/15		(96,025	)
Royal Bank of Scotland PLC		USD	2,023		SEK	16,693		9/17/15		(50,945	)
Standard Chartered Bank		AUD	48,671		USD	36,088		9/17/15		1,477,545
Standard Chartered Bank		GBP	1,583		USD	2,434		9/17/15		5,526
Standard Chartered Bank		USD	35,052		CAD	43,093		9/17/15		(2,298,539	)
State Street Bank & Trust Co.		SEK	16,693		USD	1,956		9/17/15		(16,623	)
State Street Bank & Trust Co.		USD	3,712		EUR	3,344		9/17/15		41,140
State Street Bank & Trust Co.		USD	3,345		JPY	409,943		9/17/15		37,400
UBS AG		EUR	11,733		USD	13,059		9/17/15		(109,873	)
UBS AG		GBP	3,630		USD	5,647		9/17/15		77,291
UBS AG		JPY	300,009		USD	2,524		9/17/15		48,692
UBS AG		JPY	706,456		USD	5,827		9/17/15		(1,853	)
UBS AG		USD	3,930		GBP	2,531		9/17/15		(46,358	)

									$	2,081,108


248		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments

TOTAL RETURN SWAPS (see Note C)


Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received			Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
Russell 2000 Total Return Index		5,334		LIBOR Minus 0.30	%	$	29,059		1/15/16	$	(1,648,772	)
Citibank, NA
S&P Midcap 400 Index		26,975		LIBOR Plus 0.07	%		55,871		2/3/16		(3,720,143	)
Goldman Sachs International
Russell 2000 Total Return Index		192		LIBOR Minus 0.57	%		1,125		4/15/16		(93,915	)
Russell 2000 Total Return Index		559		LIBOR Minus 0.49	%		3,374		4/15/16		(273,744	)
UBS AG
Russell 2000 Total Return Index		1,214		LIBOR Minus 0.60	%		6,123		10/15/15		(374,548	)

										$	(6,111,122	)

Less than $0.50.

(a)

Non-income producing security.

(b)

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

(c)

Fair valued by the Adviser.

(d)

Illiquid security.

(e)

(f)

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

(g)

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

(h)

Position, or a portion thereof, has been segregated to collateralize margin requirements for open futures contracts.

(i)

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

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

JPY – Japanese Yen

SEK – Swedish Krona

USD – United States Dollar

Glossary:

ADR – American Depositary Receipt

DAX – Deutscher Aktien Index (German Stock Index)

EAFE – Europe, Australia, and Far East


AB POOLING PORTFOLIOS •			249

AB Volatility Management—Portfolio of Investments

ETF – Exchange Traded Fund

FTSE – Financial Times Stock Exchange

LIBOR – London Interbank Offered Rates

MSCI – Morgan Stanley Capital International

REG – Registered Shares

REIT – Real Estate Investment Trust

SPI – Share Price Index

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

See notes to financial statements.


250		• AB POOLING PORTFOLIOS

AB Volatility Management—Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

August 31, 2015

AB U.S.
Value

AB U.S.
Large Cap
Growth

AB
International
Value

Assets

Investments in securities, at value

Unaffiliated issuers (cost $394,170,775, $323,162,122 and $392,458,245, respectively)^(a)

441,428,426

426,343,193

366,416,393

Affiliated issuers (cost $15,393,873, $35,360,532 and $210,915,—including investment of cash collateral for securities loaned of $6,081,135, $2,930,293 and $210,915, respectively)

15,393,873

35,360,532

210,915

Cash

13,319

– 0

–

– 0

–

Cash collateral due from broker

– 0

–

– 0

–

344,816

Foreign currencies, at value (cost $0, $0 and $2,273,843, respectively)

– 0

–

– 0

–

2,224,445

Receivable for investment securities sold

3,872,749

– 0

–

2,866,266

Dividends and interest receivable

1,240,426

183,208

1,916,891

Unrealized appreciation of forward currency exchange contracts

– 0

–

– 0

–

1,583,380

Receivable for shares of beneficial interest sold

– 0

–

– 0

–

10,845

Total assets

461,948,793

461,886,933

375,573,951

See notes to financial statements.


AB POOLING PORTFOLIOS •			251

Statement of Assets & Liabilities


	AB U.S. Value			AB U.S. Large Cap Growth			AB International Value
Liabilities
Due to custodian	$	– 0	–	$	15,257		$	145,872
Payable for investment securities purchased and foreign currency transactions		6,247,991			5,007,767			1,555,599
Payable for collateral received on securities loaned		6,081,135			2,930,293			210,915
Payable for shares of beneficial interest redeemed		48,345			256,029			14,222
Administrative fee payable		8,139			8,139			7,297
Unrealized depreciation of forward currency exchange contracts		– 0	–		– 0	–		1,078,879
Payable for variation margin on exchange-traded derivatives		– 0	–		– 0	–		7,796
Accrued expenses		90,098			84,278			164,095

Total liabilities		12,475,708			8,301,763			3,184,675

Net Assets	$	449,473,085		$	453,585,170		$	372,389,276

Composition of Net Assets
Paid-in capital	$	705,653,227		$	273,216,784		$	813,546,440
Undistributed net investment income		2,426,836			798,934			14,411,627
Accumulated net realized gain (loss) on investment and foreign currency transactions		(305,864,629	)		76,388,381			(429,758,023	)
Net unrealized appreciation / (depreciation) on investments and foreign currency denominated assets and liabilities		47,257,651			103,181,071			(25,810,768	)

Net Assets	$	449,473,085		$	453,585,170		$	372,389,276

Shares of beneficial interest outstanding—unlimited shares authorized, without par value		35,591,264			36,034,881			52,852,506

Net Asset Value	$	12.63		$	12.59		$	7.05

(a)

Includes securities on loan with a value of $5,952,903, $2,869,911 and $199,056, respectively (see Note D).

See notes to financial statements.


252		• AB POOLING PORTFOLIOS

Statement of Assets & Liabilities


	AB International Growth			AB Short Duration Bond			AB Global Core Bond
Assets
Investments in securities, at value
Unaffiliated issuers (cost $357,123,156, $894,667,433 and $986,410,715, respectively)^(a)	$	369,452,406		$	892,875,796		$	970,988,471
Affiliated issuers (cost $6,050,194, $3,756,308 and $4,458,849,—including investment of cash collateral for securities loaned of $6,050,194, $0 and $0, respectively)		6,050,194			3,756,308			4,458,849
Cash collateral due from broker		– 0	–		385,413			1,566,125
Foreign currencies, at value (cost $1,463,899, $0 and $548,300, respectively)		1,454,499			– 0	–		506,791
Receivable for investment securities sold and foreign currency transactions		6,972,228			– 0	–		27,990
Unrealized appreciation of forward currency exchange contracts		1,084,707			– 0	–		5,289,593
Dividends and interest receivable		885,148			2,086,677			7,598,370
Receivable for shares of beneficial interest sold		33,537			197,199			302,361
Receivable for variation margin on exchange-traded derivatives		– 0	–		5,955			346,883

Total assets		385,932,719			899,307,348			991,085,433

See notes to financial statements.


AB POOLING PORTFOLIOS •			253

Statement of Assets & Liabilities


	AB International Growth			AB Short Duration Bond			AB Global Core Bond
Liabilities
Due to custodian	$	796,001		$	213,202		$	518,569
Payable for collateral received on securities loaned		6,050,194			– 0	–		– 0	–
Unrealized depreciation of forward currency exchange contracts		2,836,971			– 0	–		4,950,234
Payable for investment securities purchased and foreign currency transactions		799,161			– 0	–		52,154,337
Audit and tax fee payable		55,511			48,833			55,866
Payable for shares of beneficial interest redeemed		47,065			531,054			2,351,228
Administrative fee payable		8,139			7,037			8,315
Payable for variation margin on exchange-traded derivatives		– 0	–		54,523			– 0	–
Accrued expenses and other liabilities		89,503			47,262			51,521

Total liabilities		10,682,545			901,911			60,090,070

Net Assets	$	375,250,174		$	898,405,437		$	930,995,363

Composition of Net Assets
Paid-in capital	$	703,227,540		$	970,486,415		$	932,143,928
Undistributed net investment income		4,482,624			422,524			19,753,680
Accumulated net realized gain (loss) on investment and foreign currency transactions		(342,948,442	)		(71,150,749	)		(6,208,167	)
Net unrealized appreciation / (depreciation) on investments and foreign currency denominated assets and liabilities		10,488,452			(1,352,753	)		(14,694,078	)

Net Assets	$	375,250,174		$	898,405,437		$	930,995,363

Shares of beneficial interest outstanding—unlimited shares authorized, without par value		45,066,519			95,281,668			92,688,649

Net Asset Value	$	8.33		$	9.43		$	10.04

(a)

Includes securities on loan with a value of $5,621,307 for the AB International Growth Portfolio (see Note D).

See notes to financial statements.


254		• AB POOLING PORTFOLIOS

Statement of Assets & Liabilities


	AB Bond Inflation Protection			AB High-Yield			AB Small-Mid Cap Value
Assets
Investments in securities, at value
Unaffiliated issuers (cost $930,058,431, $334,872,930 and $241,521,904, respectively)^(a)	$	911,453,859		$	319,507,788		$	272,710,766
Affiliated issuers (cost $3,467,407, $5,978,392 and $13,288,859,—including investment of cash collateral for securities loaned of $0, $0 and $6,422,235, respectively)		3,467,407			5,978,392			13,288,859
Cash collateral due from broker		2,305,906			1,511,420			– 0	–
Receivable for investment securities sold		66,578,155			487,723			2,413,818
Dividends and interest receivable		2,478,609			5,636,677			196,511
Unrealized appreciation of forward currency exchange contracts		418,556			280,265			– 0	–
Unrealized appreciation on credit default swaps		219,162			1,628,107			– 0	–
Unrealized appreciation on inflation swaps		172,829			– 0	–		– 0	–
Receivable for variation margin on exchange-traded derivatives		138,479			61,867			– 0	–
Upfront premium paid on credit default swaps		78,627			1,062,141			– 0	–
Receivable for shares of beneficial interest sold		75,282			5,071			5,206
Unrealized appreciation on total return swaps		– 0	–		42,925			– 0	–

Total assets		987,386,871			336,202,376			288,615,160

See notes to financial statements.


AB POOLING PORTFOLIOS •			255

Statement of Assets & Liabilities

AB
Bond Inflation
Protection

AB
High-Yield

AB
Small-Mid Cap
Value

Liabilities

Due to custodian

1,010,808

794,345

– 0

–

Payable reverse repurchase agreements

249,644,916

7,111,831

– 0

–

Payable for investment securities purchased and foreign currency transactions

16,320,113

1,668,181

243,779

Payable for shares of beneficial interest redeemed

1,640,345

333,885

133,174

Unrealized depreciation on inflation swaps

931,350

– 0

–

– 0

–

Unrealized depreciation on interest rate swaps

274,223

– 0

–

– 0

–

Unrealized depreciation of forward currency exchange contracts

264,497

289,123

– 0

–

Upfront premium received on credit default swaps

139,571

996,641

– 0

–

Unrealized depreciation on credit default swaps

19,307

1,122,874

– 0

–

Administrative fee payable

7,037

8,121

Unrealized depreciation on total return swaps

– 0

–

544,491

– 0

–

Options written, at value (premiums received $0, $455,785 and $0, respectively)

– 0

–

278,507

– 0

–

Swaptions written, at value (premiums received $0, $47,331 and $0, respectively)

– 0

–

39,792

– 0

–

Payable for collateral received on securities loaned

– 0

–

– 0

–

6,422,235

Accrued expenses

116,436

176,420

84,079

Total liabilities

270,368,603

13,363,127

6,891,388

Net Assets

717,018,268

322,839,249

281,723,772

See notes to financial statements.


256		• AB POOLING PORTFOLIOS

Statement of Assets & Liabilities


	AB Bond Inflation Protection			AB High-Yield			AB Small-Mid Cap Value
Composition of Net Assets
Paid-in capital	$	728,528,976		$	347,328,827		$	223,530,283
Undistributed net investment income		16,068,300			4,978,640			908,063
Accumulated net realized gain (loss) on investment and foreign currency transactions		(7,056,497	)		(14,162,006	)		26,096,564
Net unrealized appreciation / (depreciation) on investments and foreign currency denominated assets and liabilities		(20,522,511	)		(15,306,212	)		31,188,862

Net Assets	$	717,018,268		$	322,839,249		$	281,723,772

Shares of beneficial interest outstanding—unlimited shares authorized, without par value		74,344,450			32,549,814			24,992,510

Net Asset Value	$	9.64		$	9.92		$	11.27

(a)

Includes securities on loan with a value of $6,202,595 for the AB Small-Mid Cap Value Portfolio (see Note D).

See notes to financial statements.


AB POOLING PORTFOLIOS •			257

Statement of Assets & Liabilities


	AB Small-Mid Cap Growth			AB Multi-Asset Real Return*			AB Volatility Management
Assets
Investments in securities, at value
Unaffiliated issuers (cost $209,844,596, $807,509,620 and $869,631,162, respectively)^(a)	$	274,317,559		$	720,020,014		$	1,023,600,519
Affiliated issuers (cost $14,170,129, $130,381,998 and $383,546,762,—including investment of cash collateral for securities loaned of $7,862,001, $26,857,470 and $124,645,745, respectively)		14,170,129			130,381,998			383,546,762
Cash collateral due from broker		– 0	–		6,038,725			1,649,956
Foreign currencies, at value (cost $0, $1,890,853 and $666,148, respectively)		– 0	–		1,876,610			657,006
Receivable for investment securities sold and foreign currency transactions		1,259,725			28,728			– 0	–
Dividends and interest receivable		93,127			2,282,995			2,621,003
Receivable for shares of beneficial interest sold		11,309			49,157			888,442
Unrealized appreciation of forward currency exchange contracts		– 0	–		5,753,945			6,635,009
Unrealized appreciation on total return swaps		– 0	–		5,418,791			– 0	–
Receivable for variation margin on exchange-traded derivatives		– 0	–		2,393,457			10,208
Unrealized appreciation on inflation swaps		– 0	–		1,012,574			– 0	–
Collateral due from Securities Lending Agent		– 0	–		– 0	–		71,162

Total assets		289,851,849			875,256,994			1,419,680,067

See notes to financial statements.


258		• AB POOLING PORTFOLIOS

Statement of Assets & Liabilities


	AB Small-Mid Cap Growth			AB Multi-Asset Real Return*			AB Volatility Management
Liabilities
Due to custodian	$	2,347		$	365,019		$	4,392,271
Payable for collateral received on securities loaned		7,862,001			26,857,470			124,716,907
Payable for investment securities purchased and foreign currency transactions		1,556,430			1,308,363			412,723
Payable for shares of beneficial interest redeemed		469,790			242,328			14,618
Administrative fee payable		8,122			8,215			7,294
Unrealized depreciation of forward currency exchange contracts		– 0	–		4,760,627			4,553,901
Unrealized depreciation on total return swaps		– 0	–		3,885,532			6,111,122
Options written, at value (premiums received $0, $3,317,932 and $0, respectively)		– 0	–		1,573,867			– 0	–
Cash collateral due to broker		– 0	–		3,110,000			– 0	–
Unrealized depreciation on inflation swaps		– 0	–		97,323			– 0	–
Transfer Agent fee payable		– 0	–		1,044			– 0	–
Payable for terminated total return swaps		– 0	–		– 0	–		1,196,861
Accrued expenses and other liabilities		80,023			220,574			290,313

Total liabilities		9,978,713			42,430,362			141,696,010

Net Assets	$	279,873,136		$	832,826,632		$	1,277,984,057

See notes to financial statements.


AB POOLING PORTFOLIOS •			259

Statement of Assets & Liabilities


	AB Small-Mid Cap Growth		AB Multi-Asset Real Return*			AB Volatility Management
Composition of Net Assets
Paid-in capital	$	184,050,647	$	1,231,846,895		$	1,072,605,104
Undistributed net investment income		192,770		17,629,764			29,194,263
Accumulated net realized gain (loss) on investment and foreign currency transactions		31,156,756		(315,129,152	)		38,900,519
Net unrealized appreciation / (depreciation) on investments and foreign currency denominated assets and liabilities		64,472,963		(101,520,875	)		137,284,171

Net Assets	$	279,873,136	$	832,826,632		$	1,277,984,057

Shares of beneficial interest outstanding—unlimited. shares authorized, without par value		25,589,094		132,902,984			113,917,810

Net Asset Value	$	10.94	$	6.27		$	11.22

Consolidated (see Note A).

(a)

Includes securities on loan with a value of $7,537,578, $25,601,329 and 121,005,875, respectively (see Note D).

See notes to financial statements.


260		• AB POOLING PORTFOLIOS

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended August 31, 2015


	AB U.S. Value			AB U.S. Large Cap Growth			AB International Value
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $11,147, 0 and $1,439,724, respectively)	$	10,466,899		$	4,434,676		$	11,038,286
Affiliated issuers		9,035			28,608			11,536
Securities lending income		199,303			62,651			293,367

Total income		10,675,237			4,525,935			11,343,189

Expenses
Custodian		108,250			110,433			156,369
Audit and tax		45,795			45,770			83,214
Legal		34,098			34,098			27,764
Administrative		30,205			30,205			28,234
Trustees’ fees		17,291			17,291			17,291
Printing		3,949			3,949			3,949
Registration fees		536			534			286
Miscellaneous		11,807			11,079			15,918

Total expenses		251,931			253,359			333,025

Net investment income		10,423,306			4,272,576			11,010,164

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Investment transactions		64,316,719			95,323,469			24,453,703	^(a)
Futures		– 0	–		– 0	–		158,021
Foreign currency transactions		– 0	–		– 0	–		3,807,379
Net change in unrealized appreciation/depreciation of:
Investments		(93,484,850	)		(42,723,450	)		(74,317,511	)^(b)
Futures		– 0	–		– 0	–		(47,642	)
Foreign currency denominated assets and liabilities		– 0	–		– 0	–		(199,486	)

Net gain (loss) on investment and foreign currency transactions		(29,168,131	)		52,600,019			(46,145,536	)

Net Increase (Decrease) in Net Assets from Operations	$	(18,744,825	)	$	56,872,595		$	(35,135,372	)

(a)

Net of foreign capital gains taxes of $68,100.

(b)

Net of decrease in accrued foreign capital gains taxes of $68,769.

See notes to financial statements.


AB POOLING PORTFOLIOS •			261

Statement of Operations


	AB International Growth			AB Short Duration Bond			AB Global Core Bond
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $430,241, $0 and $0, respectively)	$	7,489,915		$	– 0	–	$	– 0	–
Affiliated issuers		9,209			21,966			28,180
Interest		– 0	–		8,792,141			25,731,337
Securities lending income		125,231			– 0	–		– 0	–
Other income		– 0	–		5,338			1,728

Total income		7,624,355			8,819,445			25,761,245

Expenses
Custodian		206,564			175,372			248,315
Audit and tax		69,355			51,693			58,729
Legal		32,764			33,926			33,926
Administrative		30,205			29,786			33,025
Trustees’ fees		17,289			17,124			17,103
Printing		3,948			5,333			6,715
Registration fees		534			534			1,158
Miscellaneous		20,577			23,266			16,547

Total expenses		381,236			337,034			415,518

Net investment income		7,243,119			8,482,411			25,345,727

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		1,540,454	^(a)		(198,338	)		14,794,437
Futures		– 0	–		576,608			(4,496,254	)
Swaps		– 0	–		83,007			– 0	–
Foreign currency transactions		(1,228,840	)		(209,062	)		30,509,320
Net change in unrealized appreciation/depreciation of:
Investments		(52,357,106	)^(b)		(1,051,915	)		(43,177,520	)
Futures		– 0	–		140,240			1,031,735
Swaps		– 0	–		98,693			– 0	–
Foreign currency denominated assets and liabilities		(1,470,167	)		174,096			(2,626,095	)

Net loss on investment and foreign currency transactions		(53,515,659	)		(386,671	)		(3,964,377	)

Net Increase (Decrease) in Net Assets from Operations	$	(46,272,540	)	$	8,095,740		$	21,381,350

(a)

Net of foreign capital gains taxes of $66,649.

(b)

Net of increase in accrued foreign capital gains taxes of $25,008.

See notes to financial statements.


262		• AB POOLING PORTFOLIOS

Statement of Operations


	AB Bond Inflation Protection			AB High-Yield			AB Small-Mid Cap Value
Investment Income
Interest	$	10,241,398		$	21,896,899		$	– 0	–
Dividends
Unaffiliated issuers		35,318			962,665			3,857,281
Affiliated issuers		9,658			7,296			9,417
Securities lending income		– 0	–		– 0	–		166,148
Other income		5,881			36,215			– 0	–

Total income		10,292,255			22,903,075			4,032,846

Expenses
Custodian		187,870			222,680			89,682
Audit and tax		75,433			135,241			56,381
Legal		33,224			33,224			33,926
Administrative		29,786			29,786			32,245
Trustees’ fees		16,964			17,146			17,249
Printing		6,385			6,091			5,451
Registration fees		1,158			1,158			1,535
Miscellaneous		11,696			7,600			3,316

Total expenses before interest expense		362,516			452,926			239,785
Interest expense		601,496			– 0	–		– 0	–

Total expenses		964,012			452,926			239,785

Net investment income		9,328,243			22,450,149			3,793,061

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		2,479,837			(1,194,064	)		31,868,252
Securities sold short		15,748			– 0	–		– 0	–
Futures		(3,992,622	)		(163,878	)		– 0	–
Options written		– 0	–		366,810			– 0	–
Swaptions written		– 0	–		667,030			– 0	–
Swaps		(1,677,798	)		195,602			– 0	–
Foreign currency transactions		5,700,978			3,143,960			– 0	–
Net change in unrealized appreciation/depreciation of:
Investments		(32,193,031	)		(33,880,839	)		(38,624,613	)
Futures		344,542			38,600			– 0	–
Options written		– 0	–		214,048			– 0	–
Swaptions written		– 0	–		(152,048	)		– 0	–
Swaps		(494,792	)		449,022			– 0	–
Foreign currency denominated assets and liabilities		12,880			(127,001	)		– 0	–

Net loss on investment and foreign currency transactions		(29,804,258	)		(30,442,758	)		(6,756,361	)

Net Decrease in Net Assets from Operations	$	(20,476,015	)	$	(7,992,609	)	$	(2,963,300	)

See notes to financial statements.


AB POOLING PORTFOLIOS •			263

Statement of Operations


	AB Small-Mid Cap Growth			AB Multi-Asset Real Return*			AB Volatility Management
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $0, $1,386,287 and $1,003,850, respectively)	$	121,917		$	19,515,036		$	28,566,812
Affiliated issuers		12,184			134,552			270,836
Interest		– 0	–		(705,465	)**		– 0	–
Securities lending income		158,635			512,533			683,056

Total income		292,736			19,456,656			29,520,704

Expenses
Custodian		127,602			281,927			358,838
Audit and tax		46,135			113,924			109,162
Legal		33,926			33,926			34,098
Administrative		32,246			32,925			41,660
Trustees’ fees		17,092			17,161			17,291
Printing		7,839			7,208			6,579
Registration fees		1,155			534			1,234
Transfer agency		– 0	–		12,041			– 0	–
Miscellaneous		3,535			91,055			193,865

Total expenses		269,530			590,701			762,727

Net investment income		23,206			18,865,955			28,757,977

See notes to financial statements.


264		• AB POOLING PORTFOLIOS

Statement of Operations


	AB Small-Mid Cap Growth			AB Multi-Asset Real Return*			AB Volatility Management
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions	$	40,108,039		$	(33,271,975	)^(a)	$	37,013,185
Futures		– 0	–		(13,122,486	)		9,562,623
Options written		– 0	–		(7,982,304	)		– 0	–
Swaps		– 0	–		(111,593,319	)		10,223,358
Foreign currency transactions		– 0	–		12,318,881			6,872,834
Net change in unrealized appreciation/depreciation of:
Investments		(26,241,212	)		(121,647,370	)^(b)		(108,703,341	)
Futures		– 0	–		(16,363,637	)		(14,822,258	)
Options written		– 0	–		1,744,065			– 0	–
Swaps		– 0	–		1,420,320			(10,718,188	)
Foreign currency denominated assets and liabilities		– 0	–		(591,683	)		1,912,669

Net gain (loss) on investment and foreign currency transactions		13,866,827			(289,089,508	)		(68,659,118	)

Contributions from Affiliates (see Note B)		– 0	–		394			– 0	–

Net Increase (Decrease) in Net Assets from Operations	$	13,890,033		$	(270,223,159	)	$	(39,901,141	)

Consolidated (see Note A).

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

(a)

Net of foreign capital gains taxes of $179,921.

(b)

Net of decrease in accrued foreign capital gains taxes of $41,590.

See notes to financial statements.


AB POOLING PORTFOLIOS •			265

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS


	AB U.S. Value
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	10,423,306		$	23,805,901
Net realized gain on investment transactions		64,316,719			256,871,531
Net change in unrealized appreciation/depreciation of investments		(93,484,850	)		(61,923,216	)

Net increase (decrease) in net assets from operations		(18,744,825	)		218,754,216
Dividends to Shareholders from
Net investment income		(10,546,202	)		(27,508,781	)
Transactions in Shares of Beneficial Interest
Net decrease		(59,954,975	)		(765,417,996	)

Total decrease		(89,246,002	)		(574,172,561	)
Net Assets
Beginning of period		538,719,087			1,112,891,648

End of period (including undistributed net investment income of $2,426,836 and $2,549,732, respectively)	$	449,473,085		$	538,719,087

See notes to financial statements.


266		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB U.S. Large Cap Growth
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	4,272,576		$	7,103,994
Net realized gain on investment transactions		95,323,469			386,831,188
Net change in unrealized appreciation/depreciation of investments		(42,723,450	)		(145,435,595	)

Net increase in net assets from operations		56,872,595			248,499,587
Dividends and Distributions to Shareholders from
Net investment income		(4,419,633	)		(8,750,536	)
Net realized gain on investment transactions		(164,984,584	)		(116,790,485	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		28,602,127			(708,528,107	)

Total decrease		(83,929,495	)		(585,569,541	)
Net Assets
Beginning of period		537,514,665			1,123,084,206

End of period (including undistributed net investment income of $798,934 and $945,991, respectively)	$	453,585,170		$	537,514,665

See notes to financial statements.


AB POOLING PORTFOLIOS •			267

Statement of Changes in Net Assets


	AB International Value
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	11,010,164		$	29,476,369
Net realized gain on investment transactions and foreign currency transactions		28,419,103			134,501,814
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(74,564,639	)		(29,011,781	)

Net increase (decrease) in net assets from operations		(35,135,372	)		134,966,402
Dividends to Shareholders from
Net investment income		(31,500,480	)		(56,058,549	)
Transactions in Shares of Beneficial Interest
Net decrease		(10,898,240	)		(576,082,880	)

Total decrease		(77,534,092	)		(497,175,027	)
Net Assets
Beginning of period		449,923,368			947,098,395

End of period (including undistributed net investment income of $14,411,627 and $30,482,766, respectively)	$	372,389,276		$	449,923,368

See notes to financial statements.


268		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB International Growth
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	7,243,119		$	16,238,482
Net realized gain on investment transactions and foreign currency transactions		311,614			101,893,093
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(53,827,273	)		(4,205,286	)

Net increase (decrease) in net assets from operations		(46,272,540	)		113,926,289
Dividends to Shareholders from
Net investment income		(6,877,393	)		(17,047,166	)
Transactions in Shares of Beneficial Interest
Net decrease		(19,038,027	)		(590,188,934	)

Total decrease		(72,187,960	)		(493,309,811	)
Net Assets
Beginning of period		447,438,134			940,747,945

End of period (including undistributed net investment income of $4,482,624 and $5,412,387, respectively)	$	375,250,174		$	447,438,134

See notes to financial statements.


AB POOLING PORTFOLIOS •			269

Statement of Changes in Net Assets


	AB Short Duration Bond
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	8,482,411		$	10,185,902
Net realized gain (loss) on investment transactions and foreign currency transactions		252,215			(1,697,609	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(638,886	)		5,791,195

Net increase in net assets from operations		8,095,740			14,279,488
Dividends to Shareholders from
Net investment income		(9,366,087	)		(11,673,217	)
Return of capital		– 0	–		(44,216	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		(62,286,298	)		23,576,081

Total increase (decrease)		(63,556,645	)		26,138,136
Net Assets
Beginning of period		961,962,082			935,823,946

End of period (including undistributed net investment income of $422,524 and $71,051, respectively)	$	898,405,437		$	961,962,082

See notes to financial statements.


270		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB Global Core Bond
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	25,345,727		$	30,303,961
Net realized gain on investment transactions and foreign currency transactions		40,807,503			10,052,747
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(44,771,880	)		32,377,399

Net increase in net assets from operations		21,381,350			72,734,107
Dividends and Distributions to Shareholders from
Net investment income		(49,923,999	)		(35,379,162	)
Net realized gain on investment transactions		(17,075,288	)		(1,832,618	)
Transactions in Shares of Beneficial Interest
Net decrease		(55,051,244	)		(45,343,520	)

Total decrease		(100,669,181	)		(9,821,193	)
Net Assets
Beginning of period		1,031,664,544			1,041,485,737

End of period (including undistributed net investment income of $19,753,680 and $762,689, respectively)	$	930,995,363		$	1,031,664,544

See notes to financial statements.


AB POOLING PORTFOLIOS •			271

Statement of Changes in Net Assets


	AB Bond Inflation Protection
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	9,328,243		$	25,103,709
Net realized gain (loss) on investment transactions and foreign currency transactions		2,526,143			(3,274,013	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(32,330,401	)		21,058,271

Net increase (decrease) in net assets from operations		(20,476,015	)		42,887,967
Dividends and Distributions to Shareholders from
Net investment income		(25,002,844	)		(10,202,595	)
Net realized gain on investment transactions		– 0	–		(23,713,121	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		(13,881,235	)		13,890,882

Total increase (decrease)		(59,360,094	)		22,863,133
Net Assets
Beginning of period		776,378,362			753,515,229

End of period (including undistributed net investment income of $16,068,300 and $24,830,372, respectively)	$	717,018,268		$	776,378,362

See notes to financial statements.


272		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB High-Yield
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	22,450,149		$	25,039,636
Net realized gain on investment transactions and foreign currency transactions		3,015,460			10,277,865
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(33,458,218	)		8,437,946

Net increase (decrease) in net assets from operations		(7,992,609	)		43,755,447
Dividends to Shareholders from
Net investment income		(24,694,123	)		(25,509,174	)
Transactions in Shares of Beneficial Interest
Net decrease		(9,408,030	)		(19,865,226	)

Total decrease		(42,094,762	)		(1,618,953	)
Net Assets
Beginning of period		364,934,011			366,552,964

End of period (including undistributed net investment income of $4,978,640 and $4,668,304, respectively)	$	322,839,249		$	364,934,011

See notes to financial statements.


AB POOLING PORTFOLIOS •			273

Statement of Changes in Net Assets


	AB Small-Mid Cap Value
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	3,793,061		$	5,357,389
Net realized gain on investment transactions		31,868,252			62,480,396
Net change in unrealized appreciation/depreciation of investments		(38,624,613	)		7,035,554

Net increase (decrease) in net assets from operations		(2,963,300	)		74,873,339
Dividends and Distributions to Shareholders from
Net investment income		(4,014,970	)		(4,865,731	)
Net realized gain on investment transactions		(59,227,347	)		(39,641,663	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		24,794,977			(19,185,955	)

Total increase (decrease)		(41,410,640	)		11,179,990
Net Assets
Beginning of period		323,134,412			311,954,422

End of period (including undistributed net investment income of $908,063 and $1,129,972, respectively)	$	281,723,772		$	323,134,412

See notes to financial statements.


274		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB Small-Mid Cap Growth
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	23,206		$	1,645,194
Net realized gain on investment transactions		40,108,039			54,451,375
Net change in unrealized appreciation/depreciation of investments		(26,241,212	)		(3,382,749	)

Net increase in net assets from operations		13,890,033			52,713,820
Dividends and Distributions to Shareholders from
Net investment income		(1,742,103	)		(1,567,203	)
Net realized gain on investment transactions		(49,602,665	)		(60,177,985	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		(4,871,959	)		14,523,225

Total increase (decrease)		(42,326,694	)		5,491,857
Net Assets
Beginning of period		322,199,830			316,707,973

End of period (including undistributed net investment income of $192,770 and $746,458, respectively)	$	279,873,136		$	322,199,830

See notes to financial statements.


AB POOLING PORTFOLIOS •			275

Statement of Changes in Net Assets


	AB Multi-Asset Real Return*
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	18,865,955		$	17,030,017
Net realized gain (loss) on investment transactions and foreign currency transactions		(153,651,203	)		19,260,145
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(135,438,305	)		44,755,203
Contributions from Affiliates (see Note B)		394			29,301

Net increase (decrease) in net assets from operations		(270,223,159	)		81,074,666
Dividends to Shareholders from
Net investment income		(28,954,469	)		(22,422,067	)
Transactions in Shares of Beneficial Interest
Net increase		331,826,656			17,298,928

Total increase		32,649,028			75,951,527
Net Assets
Beginning of period		800,177,604			724,226,077

End of period (including undistributed net investment income of $17,629,764 and $13,655,459, respectively)	$	832,826,632		$	800,177,604

Consolidated (see Note A).

See notes to financial statements.


276		• AB POOLING PORTFOLIOS

Statement of Changes in Net Assets


	AB Volatility Management
	Year Ended August 31, 2015			Year Ended August 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment income	$	28,757,977		$	33,949,223
Net realized gain on investment transactions and foreign currency transactions		63,672,000			124,161,184
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(132,331,118	)		166,026,969

Net increase (decrease) in net assets from operations		(39,901,141	)		324,137,376
Dividends and Distributions to Shareholders from
Net investment income		(42,440,599	)		(49,363,231	)
Net realized gain on investment transactions		(64,224,989	)		(110,825,292	)
Transactions in Shares of Beneficial Interest
Net decrease		(69,727,247	)		(259,625,447	)

Total decrease		(216,293,976	)		(95,676,594	)
Net Assets
Beginning of period		1,494,278,033			1,589,954,627

End of period (including undistributed net investment income of $29,194,263 and $22,665,594, respectively)	$	1,277,984,057		$	1,494,278,033

See notes to financial statements.


AB POOLING PORTFOLIOS •			277

Statement of Changes in Net Assets

STATEMENT OF CASH FLOWS

For the Year Ended August 31, 2015


	AB Bond Inflation Protection*
Cash flows from operating activities
Net decrease in net assets from operations				$	(20,476,015	)

Reconciliation of Net Decrease in Net Assets from Operations to Net Increase in Cash from Operating Activities:
Decrease in interest and dividends receivable	$	354,947
Increase in receivable for investments sold		(22,999,612	)
Net accretion of bond discount and amortization of bond premium		5,322,089
Inflation index adjustment		(760,494	)
Increase in payable for investments purchased		7,942,496
Increase in accrued expenses		16,165
Increase in cash collateral due from broker		(127,060	)
Purchases of long-term investments		(583,761,630	)
Purchases of short-term investments		(719,255,432	)
Proceeds from disposition of long-term investments		659,248,266
Proceeds from disposition of short-term investments		765,878,410
Proceeds from short sales transactions, net		15,748
Payments on swaps, net		(1,009,358	)
Payments for exchange-traded derivatives settlements		(4,040,614	)
Decrease in cash collateral due to broker		(1,300,000	)
Net realized gain on investment transactions		(2,526,143	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		32,330,401

Total adjustments					135,328,179

Net increase in cash from operating activities				$	114,852,164

Financing Activities:
Redemptions of beneficial interest stock, net		(37,543,727	)
Increase in due to custodian		1,010,808
Cash dividends paid (net of dividend reinvestments)**		– 0	–
Decrease in reverse repurchase agreements		(84,009,185	)

Net decrease in cash from financing activities					(120,542,104	)
Effect of exchange rate on cash					5,683,451

Net increase in cash					(6,489	)
Net change in cash
Cash at beginning of year					6,489

Cash at end of year				$	– 0	–

** Reinvestment of dividends	$	25,002,844
Supplemental disclosure of cash flow information:
Interest expense paid during the year	$	564,220

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

See notes to financial statements.


278		• AB POOLING PORTFOLIOS

Statement of Cash Flows

NOTES TO FINANCIAL STATEMENTS

August 31, 2015

NOTE A

Significant Accounting Policies

The AB Pooling Portfolios (the “Trust”) was organized as a Massachusetts business trust on November 11, 2004 and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Prior to January 20, 2015, the Trust was known as The AllianceBernstein Pooling Portfolios. The Trust is currently comprised of 12 separate series: AB U.S. Value Portfolio, AB U.S. Large Cap Growth Portfolio, AB International Value Portfolio, AB International Growth Portfolio, AB Short Duration Bond Portfolio, AB Global Core Bond Portfolio, AB Bond Inflation Protection Portfolio, AB High-Yield Portfolio, AB Small-Mid Cap Value Portfolio, AB Small-Mid Cap Growth Portfolio, AB Multi-Asset Real Return Portfolio and AB Volatility Management Portfolio (collectively, the “Portfolios”). Prior to January 20, 2015, the Portfolios were known as AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Global Core Bond Portfolio, AllianceBernstein Bond Inflation Protection Portfolio, AllianceBernstein High-Yield Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein Multi-Asset Real Return Portfolio and AllianceBernstein Volatility Management Portfolio. As part of AB Multi-Asset Real Return Portfolio’s investment strategy, the Portfolio seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AllianceBernstein Cayman Inflation Pooling Subsidiary, Ltd., a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary was incorporated and commenced operations on October 18, 2010. The AB Multi-Asset Real Return Portfolio is the sole shareholder of the Subsidiary and it is intended that the Portfolio will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of August 31, 2015, net assets of the AB Multi-Asset Real Return Portfolio amounted to $832,826,632, of which $141,490,055, or 17%, represented the Portfolio’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements and consolidated portfolio of investments of AB Multi-Asset Real Return Portfolio and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. Shares of the Portfolios are offered exclusively to mutual funds advised by and certain other institutional clients of AllianceBernstein L.P. (the “Adviser”). A Portfolio’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial


AB POOLING PORTFOLIOS •			279

Notes to Financial Statements

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 Trust 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 Portfolios.

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 Trust’s Board of Trustees (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, 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


280		• AB POOLING PORTFOLIOS

Notes to Financial Statements

one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolios may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolios value their 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 Portfolios 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 Portfolios 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 Portfolios. Unobservable inputs reflect the Portfolios’ 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 investment

•

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 Portfolios’ own assumptions in determining the fair value of investments)


AB POOLING PORTFOLIOS •			281

Notes to Financial Statements

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

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

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

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


282		• AB POOLING PORTFOLIOS

Notes to Financial Statements

rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

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

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

The following table summarizes the valuation of the Portfolios’ investments by the above fair value hierarchy levels as of August 31, 2015:

AB U.S. Value Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

441,428,426

– 0

–

– 0

–

441,428,426

Short-Term Investments

9,312,738

– 0

–

– 0

–

9,312,738

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

6,081,135

– 0

–

– 0

–

6,081,135

Total Investments in Securities

456,822,299

– 0

–

– 0

–

456,822,299

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total++

456,822,299

– 0

–

– 0

–

456,822,299

AB U.S. Large Cap Growth Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

426,343,193

– 0

–

– 0

–

426,343,193

Short-Term Investments

32,430,239

– 0

–

– 0

–

32,430,239


AB POOLING PORTFOLIOS •			283

Notes to Financial Statements

Investments in
Securities:

Level 1

Level 2

Level 3

Total

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

2,930,293

– 0

–

– 0

–

2,930,293

Total Investments in Securities

461,703,725

– 0

–

– 0

–

461,703,725

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total++

461,703,725

– 0

–

– 0

–

461,703,725

AB International Value Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

7,732,598

78,261,057

– 0

–

85,993,655

Consumer Discretionary

10,298,799

53,720,102

– 0

–

64,018,901

Telecommunication Services

6,476,927

36,678,736

– 0

–

43,155,663

Industrials

3,042,679

37,573,892

– 0

–

40,616,571

Information Technology

– 0

–

31,954,128

– 0

–

31,954,128

Energy

5,182,451

20,168,077

– 0

–

25,350,528

Materials

4,557,506

16,967,470

– 0

–

21,524,976

Consumer Staples

1,617,778

17,622,147

– 0

–

19,239,925

Health Care

– 0

–

18,195,854

– 0

–

18,195,854

Utilities

1,819,080

14,547,112

– 0

–

16,366,192

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

210,915

– 0

–

– 0

–

210,915

Total Investments in Securities

40,938,733

325,688,575

– 0

–

366,627,308

Other Financial Instruments**:

Assets:

Forward Currency Exchange Contracts

– 0

–

1,583,380

– 0

–

1,583,380

Liabilities:

Futures

– 0

–

(137,945

)

– 0

–

(137,945

Forward Currency Exchange Contracts

– 0

–

(1,078,879

)

– 0

–

(1,078,879

)

Total++

40,938,733

326,055,131

– 0

–

366,993,864

AB International Growth Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

4,359,624

86,326,830

– 0

–

90,686,454

Consumer Discretionary

17,871,304

65,251,091

– 0

–

83,122,395

Industrials

519,001

68,798,354

– 0

–

69,317,355

Consumer Staples

2,109,789

33,667,717

– 0

–

35,777,506

Information Technology

12,276,027

23,013,473

– 0

–

35,289,500

Health Care

1,882,210

30,434,672

– 0

–

32,316,882

Materials

– 0

–

15,035,169

– 0

–

15,035,169

Utilities

4,274,371

– 0

–

– 0

–

4,274,371

Telecommunication Services

– 0

–

3,632,774

– 0

–

3,632,774


284		• AB POOLING PORTFOLIOS

Notes to Financial Statements

Investments in
Securities:

Level 1

Level 2

Level 3

Total

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

6,050,194

– 0

–

– 0

–

6,050,194

Total Investments in Securities

49,342,520

326,160,080

– 0

–

375,502,600

Other Financial Instruments**:

Assets:

Forward Currency Exchange Contracts

– 0

–

1,084,707

– 0

–

1,084,707

Liabilities:

Forward Currency Exchange Contracts

– 0

–

(2,836,971

)

– 0

–

(2,836,971

)

Total##, ###

49,342,520

324,407,816

– 0

–

373,750,336

AB Short Duration Bond Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Governments – Treasuries

– 0

–

331,623,699

– 0

–

331,623,699

Corporates – Investment Grade

– 0

–

171,112,438

– 0

–

171,112,438

Asset-Backed Securities

– 0

–

139,576,483

16,368,735

155,945,218

Commercial Mortgage-Backed Securities

– 0

–

104,503,997

1,524,633

106,028,630

Collateralized Mortgage Obligations

– 0

–

36,552,524

14,275,300

50,827,824

Agencies

– 0

–

42,207,634

– 0

–

42,207,634

Mortgage Pass-Throughs

– 0

–

22,005,148

– 0

–

22,005,148

Inflation-Linked Securities

– 0

–

9,268,691

– 0

–

9,268,691

Covered Bonds

– 0

–

3,334,873

– 0

–

3,334,873

Short-Term Investments:

Investment Companies

3,756,308

– 0

–

– 0

–

3,756,308

Asset-Backed Securities

– 0

–

521,641

– 0

–

521,641

Total Investments in Securities

3,756,308

860,707,128

32,168,668

896,632,104

Other Financial Instruments**:

Assets:

Futures

522,646

– 0

–

– 0

–

522,646

Centrally Cleared Interest Rate Swaps

– 0

–

266,617

– 0

–

266,617

Liabilities:

Futures

(342,659

)

– 0

–

– 0

–

(342,659

Total^^^

3,936,295

860,973,745

32,168,668

897,078,708


AB POOLING PORTFOLIOS •			285

Notes to Financial Statements

AB Global Core Bond Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Governments – Treasuries

– 0

–

410,260,113

– 0

–

410,260,113

Corporates – Investment Grade

– 0

–

240,136,946

– 0

–

240,136,946

Mortgage Pass-Throughs

– 0

–

63,387,062

– 0

–

63,387,062

Covered Bonds

– 0

–

39,641,153

– 0

–

39,641,153

Collateralized Mortgage Obligations

– 0

–

357,464

36,919,073

37,276,537

Commercial Mortgage-Backed Securities

– 0

–

33,062,380

3,931,061

36,993,441

Agencies

– 0

–

22,076,238

– 0

–

22,076,238

Inflation-Linked Securities

– 0

–

19,709,806

– 0

–

19,709,806

Governments – Sovereign Agencies

– 0

–

17,735,715

– 0

–

17,735,715

Quasi-Sovereigns

– 0

–

14,120,699

– 0

–

14,120,699

Emerging Markets – Corporate Bonds

– 0

–

3,643,447

– 0

–

3,643,447

Asset-Backed Securities

– 0

–

– 0

–

3,365,165

Governments – Sovereign Bonds

– 0

–

3,076,550

– 0

–

3,076,550

Corporates – Non-Investment Grade

– 0

–

2,994,370

– 0

–

2,994,370

Local Governments – Municipal Bonds

– 0

–

2,859,670

– 0

–

2,859,670

Supranationals

– 0

–

2,691,711

– 0

–

2,691,711

Short-Term Investments:

Investment Companies

4,458,849

– 0

–

– 0

–

4,458,849

U.S. Treasury Bills

– 0

–

51,019,848

– 0

–

51,019,848

Total Investments in Securities

4,458,849

926,773,172

44,215,299

975,447,320

Other Financial Instruments**:

Assets:

Futures

623,408

– 0

–

– 0

–

623,408

Forward Currency Exchange Contracts

– 0

–

5,289,593

– 0

–

5,289,593

Liabilities:

Futures

(117,346

)

– 0

–

– 0

–

(117,346

Forward Currency Exchange Contracts

– 0

–

(4,950,234

)

– 0

–

(4,950,234

)

Total++

4,964,911

927,112,531

44,215,299

976,292,741

AB Bond Inflation Protection Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Inflation-Linked Securities

– 0

–

577,820,165

– 0

–

577,820,165

Corporates – Investment Grade

– 0

–

132,165,812

– 0

–

132,165,812


286		• AB POOLING PORTFOLIOS

Notes to Financial Statements

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Asset-Backed Securities

– 0

–

74,429,852

5,163,427

79,593,279

Commercial Mortgage-Backed Securities

– 0

–

56,330,129

14,375,830

70,705,959

Corporates – Non-Investment Grade

– 0

–

18,476,355

– 0

–

18,476,355

Collateralized Mortgage Obligations

– 0

–

473,768

16,470,297

16,944,065

Governments – Sovereign Agencies

– 0

–

5,185,901

– 0

–

5,185,901

Quasi-Sovereigns

– 0

–

4,519,654

– 0

–

4,519,654

Governments – Treasuries

– 0

–

2,626,704

– 0

–

2,626,704

Emerging Markets – Corporate Bonds

– 0

–

1,175,551

– 0

–

1,175,551

Common Stocks

– 0

–

– 0

–

1,139,080

Preferred Stocks

712,444

– 0

–

– 0

–

712,444

Governments – Sovereign Bonds

– 0

–

388,890

– 0

–

388,890

Short-Term Investments

3,467,407

– 0

–

– 0

–

3,467,407

Total Investments in Securities

4,179,851

873,592,781

37,148,634

914,921,266

Other Financial Instruments**:

Assets:

Futures

286,995

– 0

–

– 0

–

286,995

Forward Currency Exchange Contracts

– 0

–

418,556

– 0

–

418,556

Centrally Cleared Interest Rate Swaps

– 0

–

2,484,859

– 0

–

2,484,859

Credit Default Swaps

– 0

–

219,162

– 0

–

219,162

Inflation (CPI) Swaps

– 0

–

172,829

– 0

–

172,829

Liabilities:

Futures

(352,995

)

– 0

–

– 0

–

(352,995

Forward Currency Exchange Contracts

– 0

–

(264,497

)

– 0

–

(264,497

)

Centrally Cleared Credit Default Swaps

– 0

–

(700,472

)

– 0

–

(700,472

Centrally Cleared Interest Rate Swaps

– 0

–

(2,945,724

)

– 0

–

(2,945,724

Credit Default Swaps

– 0

–

(19,307

)

– 0

–

(19,307

)

Inflation (CPI) Swaps

– 0

–

(931,350

)

– 0

–

(931,350

)

Interest Rate Swaps

– 0

–

(274,223

)

– 0

–

(274,223

)

Total^^^

4,113,851

871,752,614

37,148,634

913,015,099

AB High-Yield Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Corporates – Non-Investment Grade

– 0

–

240,427,122

3,400,139

243,827,261

Corporates – Investment Grade

– 0

–

18,743,718

– 0

–

18,743,718

Bank Loans

– 0

–

– 0

–

14,141,504

Preferred Stocks

5,770,363

1,297,103

– 0

–

7,067,466


AB POOLING PORTFOLIOS •			287

Notes to Financial Statements

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Common Stocks

5,699,700

670,728

270,252

6,640,680

Emerging Markets – Corporate Bonds

– 0

–

6,585,622

– 0

–

6,585,622

Collateralized Mortgage Obligations

– 0

–

– 0

–

5,008,319

Governments – Treasuries

– 0

–

4,835,384

– 0

–

4,835,384

Commercial Mortgage-Backed Securities

– 0

–

– 0

–

4,488,395

Governments – Sovereign Agencies

– 0

–

2,404,050

– 0

–

2,404,050

Asset-Backed Securities

– 0

–

– 0

–

2,403,731

Local Governments – Municipal Bonds

– 0

–

1,969,363

– 0

–

1,969,363

Agencies

– 0

–

469,480

– 0

–

469,480

Options Purchased – Puts

– 0

–

371,948

– 0

–

371,948

Warrants

379

– 0

–

187,275

187,654

Options Purchased – Calls

– 0

–

183,043

– 0

–

183,043

Emerging Markets – Sovereigns

– 0

–

180,170

– 0

–

180,170

Short-Term Investments

5,978,392

– 0

–

– 0

–

5,978,392

Total Investments in Securities

17,448,834

278,137,731

29,899,615

325,486,180

Other Financial Instruments**:

Assets:

Forward Currency Exchange Contracts

– 0

–

280,265

– 0

–

280,265

Centrally Cleared Credit Default Swaps

– 0

–

520,801

– 0

–

520,801

Centrally Cleared Interest Rate Swaps

– 0

–

14,330

– 0

–

14,330

Credit Default Swaps

– 0

–

1,628,107

– 0

–

1,628,107

Total Return Swaps

– 0

–

42,925

– 0

–

42,925

Liabilities:

Futures

(76,273

)

– 0

–

– 0

–

(76,273

Forward Currency Exchange Contracts

– 0

–

(289,123

)

– 0

–

(289,123

)

Call Options Written

– 0

–

(10,990

)

– 0

–

(10,990

)

Put Options Written

– 0

–

(267,517

)

– 0

–

(267,517

)

Credit Default Swaptions Written

– 0

–

(39,792

)

– 0

–

(39,792

)

Centrally Cleared Credit Default Swaps

– 0

–

(591,148

)

– 0

–

(591,148

Credit Default Swaps

– 0

–

(1,122,874

)

– 0

–

(1,122,874

)

Total Return Swaps

– 0

–

(544,491

)

– 0

–

(544,491

)

Total++

17,372,561

277,758,224

29,899,615

325,030,400


288		• AB POOLING PORTFOLIOS

Notes to Financial Statements

AB Small-Mid Cap Value Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

272,710,766

– 0

–

– 0

–

272,710,766

Short-Term Investments

6,866,624

– 0

–

– 0

–

6,866,624

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

6,422,235

– 0

–

– 0

–

6,422,235

Total Investments in Securities

285,999,625

– 0

–

– 0

–

285,999,625

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total++

285,999,625

– 0

–

– 0

–

285,999,625

AB Small-Mid Cap Growth Portfolio

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

274,317,559

– 0

–

– 0

–

274,317,559

Short-Term Investments

6,308,128

– 0

–

– 0

–

6,308,128

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

7,862,001

– 0

–

– 0

–

7,862,001

Total Investments in Securities

288,487,688

– 0

–

– 0

–

288,487,688

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total++

288,487,688

– 0

–

– 0

–

288,487,688

AB Multi-Asset Real Return Portfolio***

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Energy

113,576,816

83,277,598

– 0

–

196,854,414

Equity: Other

20,518,074

60,899,679

185,499

81,603,252

Materials

27,358,743

35,323,894

– 0

–^^

62,682,637

Retail

15,127,525

27,123,362

– 0

–

42,250,887

Residential

13,438,873

20,258,055

33,696,959

Office

5,447,334

11,778,304

– 0

–

17,225,638

Industrials

3,407,230

6,908,146

– 0

–

10,315,376

Lodging

5,655,486

375,418

– 0

–

6,030,904

Food Beverage & Tobacco

4,297,204

– 0

–

– 0

–

4,297,204

Mortgage

1,329,225

– 0

–

– 0

–

1,329,225

Financial: Other

373,472

140,254

– 0

–

513,726

Transportation

496,358

– 0

–

– 0

–

496,358

Real Estate

– 0

–

214,861

– 0

–

214,861

Inflation-Linked Securities

– 0

–

217,955,644

– 0

–

217,955,644

Investment Companies

43,781,549

– 0

–

– 0

–

43,781,549

Warrants

835

770,545

– 0

–

771,380

Short-Term Investments

103,524,528

– 0

–

– 0

–

103,524,528


AB POOLING PORTFOLIOS •			289

Notes to Financial Statements


Investments in Securities:	Level 1			Level 2			Level 3			Total
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund	$	26,857,470		$	– 0	–	$	– 0	–	$	26,857,470

Total Investments in Securities		385,190,722			465,025,760			185,530			850,402,012
Other Financial Instruments:**
Assets:
Futures		978,396			– 0	–		– 0	–		978,396	#
Forward Currency Exchange Contracts		– 0	–		5,753,945			– 0	–		5,753,945
Inflation (CPI) Swaps		– 0	–		1,012,574			– 0	–		1,012,574
Total Return Swaps		– 0	–		5,418,791			– 0	–		5,418,791
Liabilities:
Futures		(20,166,637	)		– 0	–		– 0	–		(20,166,637	)#
Forward Currency Exchange Contracts		– 0	–		(4,760,627	)		– 0	–		(4,760,627	)
Put Options Written		– 0	–		(1,573,867	)		– 0	–		(1,573,867	)
Inflation (CPI) Swaps		– 0	–		(97,323	)		– 0	–		(97,323	)
Total Return Swaps		– 0	–		(3,885,532	)		– 0	–		(3,885,532	)

Total†,††	$	366,002,481		$	466,893,721		$	185,530		$	833,081,732


AB Volatility Management Portfolio
Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Financials	$	71,661,833		$	74,035,727		$	– 0	–^^	$	145,697,560
Health Care		74,126,739			38,986,753			– 0	–		113,113,492
Information Technology		97,154,257			15,339,563			– 0	–		112,493,820
Consumer Discretionary		63,604,783			42,015,146			– 0	–		105,619,929
Industrials		50,671,528			43,676,521			– 0	–		94,348,049
Consumer Staples		46,946,372			37,137,273			– 0	–		84,083,645
Energy		35,247,215			16,029,364			– 0	–		51,276,579
Materials		14,319,923			22,527,721			– 0	–		36,847,644
Equity: Other		12,657,926			17,119,251			– 0	–		29,777,177
Telecommunication Services		12,101,195			16,363,094			– 0	–		28,464,289
Utilities		14,385,663			12,154,260			– 0	–		26,539,923
Retail		10,437,299			9,179,214			– 0	–		19,616,513
Residential		10,674,602			3,606,514			– 0	–		14,281,116
Office		5,121,739			3,361,122			– 0	–		8,482,861
Lodging		2,799,478			97,858			– 0	–		2,897,336
Investment Companies		111,019,495			48,112			– 0	–		111,067,607
Short-Term Investments:
Investment Companies		258,901,017			– 0	–		– 0	–		258,901,017
U.S. Treasury Bills					38,992,979			– 0	–		38,992,979
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		124,645,745			– 0	–		– 0	–		124,645,745

Total Investments in Securities		1,016,476,809			390,670,472			– 0	–^^		1,407,147,281


290		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Investments in Securities:	Level 1			Level 2			Level 3			Total
Other Financial Instruments:**
Assets:
Futures	$	763,539		$	308,706		$	– 0	–	$	1,072,245	#
Forward Currency Exchange Contracts		– 0	–		6,635,009			– 0	–		6,635,009
Liabilities:
Futures		(1,839,899	)		(11,796,458	)		– 0	–		(13,636,357	)#
Forward Currency Exchange Contracts		– 0	–		(4,553,901	)		– 0	–		(4,553,901	)
Total Return Swaps		– 0	–		(6,111,122	)		– 0	–		(6,111,122	)

Total+++	$	1,015,400,449		$	375,152,706		$	– 0	–^^	$	1,390,553,155

The Portfolio held securities with zero market value at period end.

Amount less than $0.50.

^^^

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

See Portfolio of Investments for sector classifications.

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

***

Consolidated (see Note A).

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

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

+++

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

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

An amount of $9,094,964 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

###

An amount of $10,422,491 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor modeling tools was not applied during the reporting period.

†

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

††

An amount of $10,934,208 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.


AB POOLING PORTFOLIOS •			291

Notes to Financial Statements

The Portfolios recognize 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.


AB Short Duration Bond Portfolio	Asset-Backed Securities^			Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations
Balance as of 8/31/14	$	21,992,589		$	1,525,280		$	5,634,559
Accrued discounts/(premiums)		913			(1,356	)		6,155
Realized gain (loss)		(195,949	)		(155	)		15,885
Change in unrealized appreciation/depreciation		53,981			(17,614	)		125,718
Purchases/Payups		5,024,043			1,558,726			14,828,875
Sales/Paydowns		(7,581,160	)		(1,540,248	)		(6,335,892	)
Settlements		– 0	–		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		(2,925,682	)		– 0	–		– 0	–

Balance as of 8/31/15	$	16,368,735		$	1,524,633		$	14,275,300

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	24,724		$	(30,569	)	$	125,718


	Cross Currency Swaps			Total
Balance as of 8/31/14	$	30,180		$	29,182,608
Accrued discounts/(premiums)		– 0	–		5,712
Realized gain (loss)		407,425			227,206
Change in unrealized appreciation/depreciation		(30,180	)		131,905
Purchases/Payups		– 0	–		21,411,644
Sales/Paydowns		– 0	–		(15,457,300	)
Settlements		(407,425	)		(407,425	)
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		(2,925,682	)

Balance as of 8/31/15	$	– 0	–	$	32,168,668	+

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	– 0	–	$	119,873


292		• AB POOLING PORTFOLIOS

Notes to Financial Statements


AB Global Core Bond Portfolio	Collateralized Mortgage Obligations			Commercial Mortgage-Backed Securities			Asset-Backed Securities
Balance as of 8/31/14	$	9,334,834		$	4,102,183		$	328,900
Accrued discounts/(premiums)		(1,756	)		(14,128	)		(1,651	)
Realized gain (loss)		(11,696	)		(5,574	)		(3,024	)
Change in unrealized appreciation/depreciation		(83,974	)		(109,884	)		(10,522	)
Purchases/Payups		39,464,758			– 0	–		3,202,105
Sales/Paydowns		(11,783,093	)		(41,536	)		(150,643	)
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–

Balance as of 8/31/15	$	36,919,073		$	3,931,061		$	3,365,165

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	(83,974	)	$	(109,884	)	$	(10,522	)


	Total
Balance as of 8/31/14	$	13,765,917
Accrued discounts/(premiums)		(17,535	)
Realized gain (loss)		(20,294	)
Change in unrealized appreciation/depreciation		(204,380	)
Purchases/Payups		42,666,863
Sales/Paydowns		(11,975,272	)
Transfers in to Level 3		– 0	–
Transfers out of Level 3		– 0	–

Balance as of 8/31/15	$	44,215,299

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	(204,380	)


AB POOLING PORTFOLIOS •			293

Notes to Financial Statements


AB Bond Inflation Protection Portfolio	Asset-Backed Securities			Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations
Balance as of 8/31/14	$	6,855,167		$	7,281,022		$	7,226,396
Accrued discounts/(premiums)		89			(34,149	)		(3,175	)
Realized gain (loss)		969			(2,569	)		40,539
Change in unrealized appreciation/depreciation		(11,926	)		(365,400	)		(559,789	)
Purchases/Payups		4,504,831			7,554,255			13,044,510
Sales/Paydowns		(4,192,239	)		(57,329	)		(3,278,184	)
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		(1,993,464	)		– 0	–		– 0	–

Balance as of 8/31/15	$	5,163,427		$	14,375,830		$	16,470,297

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	(10,180	)	$	(365,400	)	$	(486,309	)


	Common Stocks			Total
Balance as of 8/31/14	$	– 0	–	$	21,362,585
Accrued discounts/(premiums)		– 0	–		(37,235	)
Realized gain (loss)		– 0	–		38,939
Change in unrealized appreciation/depreciation		39,080			(898,035	)
Purchases/Payups		1,100,000			26,203,596
Sales/Paydowns		– 0	–		(7,527,752	)
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		(1,993,464	)

Balance as of 8/31/15	$	1,139,080		$	37,148,634	+

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	39,080		$	(822,809	)


294		• AB POOLING PORTFOLIOS

Notes to Financial Statements


AB High-Yield Portfolio	Corporates - Non-Investment Grade^			Corporates - Investment Grade			Bank Loans
Balance as of 8/31/14	$	3,112,321		$	240,755		$	16,979,969
Accrued discounts/(premiums)		(41,610	)		– 0	–		(35,714	)
Realized gain (loss)		14,367			– 0	–		(87,144	)
Change in unrealized appreciation/depreciation		(847,410	)		– 0	–		(338,552	)
Purchases		2,048,038			– 0	–		3,435,439
Sales		(1,126,322	)		– 0	–		(5,812,494	)
Transfers in to Level 3		240,755	**		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		(240,755	)**		– 0	–

Balance as of 8/31/15	$	3,400,139		$	– 0	–	$	14,141,504

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	(816,090	)	$	– 0	–	$	(302,253	)


	Common Stocks			Collateralized Mortgage Obligations			Commercial Mortgage-Backed Securities
Balance as of 8/31/14	$	564,622		$	6,125,644		$	4,557,567
Accrued discounts/(premiums)		– 0	–		42,311			6,644
Realized gain (loss)		– 0	–		114,835			– 0	–
Change in unrealized appreciation/depreciation		(122,908	)		(375,630	)		(75,816	)
Purchases/Payups		148,805			551,400			– 0	–
Sales/Paydowns		– 0	–		(1,450,241	)		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		(320,267	)		– 0	–		– 0	–

Balance as of 8/31/15	$	270,252		$	5,008,319		$	4,488,395

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*	$	121,447		$	(294,467	)	$	(75,816	)


AB POOLING PORTFOLIOS •			295

Notes to Financial Statements

Asset-Backed
Securities

Warrants^

Total

Balance as of 8/31/14

2,674,264

– 0

–

34,255,142

Accrued discounts/(premiums)

40,937

– 0

–

12,568

Realized gain (loss)

141,317

– 0

–

183,375

Change in unrealized appreciation/depreciation

(95,111

)

104,521

(1,750,906

)

Purchases/Payups

– 0

–

82,754

6,266,436

Sales/Paydowns

(357,676

)

– 0

–

(8,746,733

)

Transfers in to Level 3

– 0

–

– 0

–

240,755

Transfers out of Level 3

– 0

–

– 0

–

(561,022

)

Balance as of 8/31/15

2,403,731

187,275

29,899,615

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*

(95,111

)

104,521

(1,357,769

)

AB Multi-Asset Real Return
Portfolio***

Common
Stocks -
Equity: Other

Common
Stocks -
Materials

Common
Stocks -
Residential

Balance as of 8/31/14

– 0

–

1,077

Accrued discounts/(premiums)

– 0

–

– 0

–

– 0

–

Realized gain (loss)

– 0

–

– 0

–

– 0

–

Change in unrealized appreciation/depreciation

(224,076

)

(1,046

)

Purchases

409,575

– 0

–

– 0

–

Sales

– 0

–

– 0

–

– 0

–

Transfers in to Level 3

– 0

–

– 0

–

– 0

–

Transfers out of Level 3

– 0

–

– 0

–

– 0

–

Balance as of 8/31/15

185,499

– 0

–^^

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*

(224,076

)

– 0

–

(201

)

Total

Balance as of 8/31/14

1,086

Accrued discounts/(premiums)

– 0

–

Realized gain (loss)

– 0

–

Change in unrealized appreciation/depreciation

(225,131

)

Purchases

409,575

Sales

– 0

–

Transfers in to Level 3

– 0

–

Transfers out of Level 3

– 0

–

Balance as of 8/31/15

185,530

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*

(224,277

)


296		• AB POOLING PORTFOLIOS

Notes to Financial Statements

AB Volatility Management
Portfolio

Common
Stocks - Financials

Rights

Total

Balance as of 8/31/14

– 0

–

15,992

Accrued discounts/(premiums)

– 0

–

– 0

–

– 0

–

Realized gain (loss)

– 0

–

13,038

Change in unrealized appreciation/depreciation

– 0

–^^

(15,992

)

(15,992

)

Purchases

– 0

–

– 0

–

– 0

–

Sales

– 0

–

(13,038

)

(13,038

)

Transfers in to Level 3

– 0

–

– 0

–

– 0

–

Transfers out of Level 3

– 0

–

– 0

–

– 0

–

Balance as of 8/31/15

– 0

–^^

– 0

–

– 0

–^^

Net change in unrealized appreciation/depreciation from investments held as of 8/31/15*

– 0

–^^

– 0

–

– 0

–^^

The Portfolio held securities with zero market value at period end.

Amount less than $0.50.

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

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

The Security Type has been changed during the reporting period.

***

Consolidated (see Note A).

The following presents information about significant unobservable inputs related to the Portfolio’s Level 3 investments at August 31, 2015. Securities priced by third party vendors or using prior transaction prices, which approximate fair value, are excluded from the following table.

AB Short Duration Bond Portfolio

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at
8/31/15

Valuation
Technique

Unobservable
Input

Range/
Weighted
Average

Asset-Backed Securities

$– 0

–

Qualitative
Assessment

$ 0.00/N/A

AB High-Yield Portfolio

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at
8/31/15

Valuation
Technique

Unobservable
Input

Range/
Weighted
Average

Corporates – Non-Investment Grade

$ 836,563

Market
Approach

Implied
Enterprise
Value

$521mil-$604mil/N/A


AB POOLING PORTFOLIOS •			297

Notes to Financial Statements

Fair Value at
8/31/15

Valuation
Technique

Unobservable
Input

Range/
Weighted
Average

Bank
Loans

$ 658,006

Market
Approach

EBITDA*

EBITDA Multiple

Scrap Value

$28mil-$70mil/N/A

$154mil/N/A

Common
Stocks

$79,919

Option Pricing
Model

Enterprise Value

Exercise Price

Years to Expiration

EV Volatility %

Risk Free Rate

$521mil-$604mil/N/A

$730mil-$830mil/N/A

3yr-5yr/N/A

24.5%-27.7%/N/A

1.01%-1.57%/N/A

Qualitative
Assessment

$0.00/N/A

Earnings Before Interest, Taxes, Depreciation and Amortization.

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

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of 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).


298		• AB POOLING PORTFOLIOS

Notes to Financial Statements

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

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

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolios’ tax positions taken or expected to be taken on federal and state income tax returns for


AB POOLING PORTFOLIOS •			299

Notes to Financial Statements

all open tax years (the current and the prior three tax years, as applicable) and has concluded that no provision for income tax is required in the Portfolios’ financial statements.

5. Investment Income and Investment Transactions

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

6. Expenses

Expenses of the Trust are charged proportionately to each Portfolio or based on other appropriate methods.

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions With Affiliates

The Trust has entered into an advisory agreement (the “Advisory Agreement”) with the Adviser. Under the terms of the Advisory Agreement, the Portfolios pay no advisory fees to the Adviser. The Adviser serves as investment manager and adviser of each of the Portfolios and continuously furnishes an investment program for each Portfolio and manages, supervises and conducts the affairs of each Portfolio, subject to the supervision of the Trust’s Board of Trustees. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Trust for, office space, facilities and equipment, services of executive and other personnel of the Trust and certain administrative services. The Adviser has agreed to bear certain expenses to the extent necessary to limit the total operating expenses on an annual basis (the “Expense Cap”) to .15% of average daily net assets for the Volatility Management Portfolio. The Expense Cap may not be terminated before December 31, 2015 and then may be extended by the Adviser for additional one-year terms. For the year ended August 31, 2015, there was no such reimbursement.

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


300		• AB POOLING PORTFOLIOS

Notes to Financial Statements

The Adviser reimbursed the AB Multi-Asset Real Return Portfolio $394 and $29,301 for trading losses incurred due to a trade entry error for the years ended August 31, 2015 and August 31, 2014, respectively.

The Trust has entered into a distribution agreement (the “Distribution Agreement”) on behalf of each Portfolio with AllianceBernstein Investments, Inc., a wholly-owned subsidiary of the Adviser, the Portfolios’ principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Portfolios’ shares, which are sold at the net asset value without any sales charge.

Under the Distribution Agreement, the Trust is responsible for all expenses of the Portfolios, including, for example, certain administrative services, costs of printing Portfolio prospectuses and other reports to shareholders, any taxes levied against the Portfolios and brokerage fees and commissions in connection with the purchase and sale of portfolio securities, but not expenses incurred in promoting the sale of the Portfolios’ shares, which are borne by the Underwriter.

Effective January 1st, 2015, the Portfolios may reimburse the Adviser for certain legal and accounting services provided to the Portfolios by the Adviser. For the year ended August 31, 2015, such fees amounted to:


Portfolio	Administrative Fees
AB U.S. Value	$	30,205
AB U.S. Large Cap Growth		30,205
AB International Value		28,234
AB International Growth		30,205
AB Short Duration Bond		29,786
AB Global Core Bond		33,025
AB Bond Inflation Protection		29,786
AB High-Yield		29,786
AB Small-Mid Cap Value		32,245
AB Small-Mid Cap Growth		32,246
AB Multi-Asset Real Return		32,925
AB Volatility Management		41,660

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Portfolios’ registrar, transfer agent and dividend-disbursing agent. ABIS did not receive any fees for such services.

The Portfolios may invest in the AB Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management


AB POOLING PORTFOLIOS •			301

Notes to Financial Statements

fees but does bear its own expenses. A summary of the Portfolios’ transactions in shares of the Government STIF Portfolio for the year ended August 31, 2015 is as follows:


Portfolio	Market Value August 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value August 31, 2015 (000)			Dividend Income (000)
AB U.S. Value	$	6,434	$	173,106	$	170,227	$	9,313		$	5
AB U.S. Large Cap Growth		31,588		232,701		231,859		32,430			26
AB International Value		3,754		105,293		109,047		– 0	–		3
AB International Growth		2,185		88,791		90,976		– 0	–		2
AB Short Duration Bond		23,536		363,334		383,114		3,756			22
AB Global Core Bond		23,063		590,403		609,007		4,459			28
AB Bond Inflation Protection		11,351		719,255		727,139		3,467			10
AB High-Yield		1,498		136,741		132,261		5,978			7
AB Small-Mid Cap Value		5,983		79,413		78,529		6,867			6
AB Small-Mid Cap Growth		1,773		79,266		74,731		6,308			4
AB Multi-Asset Real Return		122,853		679,578		698,906		103,525			117
AB Volatility Management		237,629		447,122		425,850		258,901			215

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 year ended August 31, 2015 were as follows:

Portfolio

Total
Commissions

Sanford C.
Bernstein &
Co. LLC

Sanford C.
Bernstein
Limited

AB U.S. Value

388,146

– 0

–

– 0

–

AB U.S. Large Cap Growth

249,366

– 0

–

– 0

–

AB International Value

647,326

– 0

–

– 0

–

AB International Growth

467,787

– 0

–

– 0

–

AB Short Duration Bond

30,125

– 0

–

– 0

–

AB Global Core Bond

10,972

– 0

–

– 0

–

AB Bond Inflation Protection

19,728

– 0

–

– 0

–

AB High-Yield

201,416

– 0

–

– 0

–

AB Small-Mid Cap Value

300,354

– 0

–

– 0

–

AB Small-Mid Cap Growth

236,289

– 0

–

AB Multi-Asset Real Return

693,747

– 0

–

– 0

–

AB Volatility Management

179,860

– 0

–

– 0

–


302		• AB POOLING PORTFOLIOS

Notes to Financial Statements

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding U.S. government securities and short-term investments) for the year ended August 31, 2015, were as follows:


Portfolio	Purchases		Sales
AB U.S. Value	$	260,612,641	$	322,507,697
AB U.S. Large Cap Growth		266,271,860		393,454,748
AB International Value		288,444,716		313,535,998
AB International Growth		216,926,496		240,595,161
AB Short Duration Bond		233,160,791		102,782,296
AB Global Core Bond		675,294,673		672,621,789
AB Bond Inflation Protection		176,354,766		91,619,128
AB High-Yield		171,747,488		173,593,744
AB Small-Mid Cap Value		120,176,155		156,635,850
AB Small-Mid Cap Growth		166,962,229		224,672,681
AB Multi-Asset Real Return		446,300,124		347,238,979
AB Volatility Management		155,214,532		340,314,372

Purchases and sales of U.S. government securities for the year ended August 31, 2015, were as follows:


Portfolio	Purchases			Sales
AB U.S. Value	$	– 0	–	$	– 0	–
AB U.S. Large Cap Growth		– 0	–		– 0	–
AB International Value		– 0	–		– 0	–
AB International Growth		– 0	–		– 0	–
AB Short Duration Bond		440,891,025			544,736,938
AB Global Core Bond		779,935,905			765,496,887
AB Bond Inflation Protection		407,406,864			535,440,935
AB High-Yield		– 0	–		– 0	–
AB Small-Mid Cap Value		– 0	–		– 0	–
AB Small-Mid Cap Growth		– 0	–		– 0	–
AB Multi-Asset Real Return		133,053,693			13,737,188
AB Volatility Management		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency, written options and swap transactions) are as follows:


Portfolio	Cost		Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
Portfolio	Cost		Appreciation		(Depreciation)			Net Unrealized Appreciation/ (Depreciation)
AB U.S. Value	$	410,540,705	$	69,562,436	$	(23,280,842	)	$	46,281,594
AB U.S. Large Cap Growth		358,854,366		109,013,553		(6,164,194	)		102,849,359
AB International Value		394,250,015		23,907,808		(51,530,515	)		(27,622,707	)
AB International Growth		364,166,790		44,621,022		(33,285,212	)		11,335,810


AB POOLING PORTFOLIOS •			303

Notes to Financial Statements


Portfolio	Cost		Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
Portfolio	Cost		Appreciation		(Depreciation)			Net Unrealized Appreciation/ (Depreciation)
AB Short Duration Bond	$	898,494,965	$	1,630,044	$	(3,492,905	)	$	(1,862,861	)
AB Global Core Bond		992,568,951		22,241,204		(39,362,835	)		(17,121,631	)
AB Bond Inflation Protection		934,982,034		4,324,659		(24,385,427	)		(20,060,768	)
AB High-Yield		340,940,623		9,600,223		(25,054,666	)		(15,454,443	)
AB Small-Mid Cap Value		256,282,003		49,414,389		(19,696,767	)		29,717,622
AB Small-Mid Cap Growth		226,692,097		71,655,228		(9,859,637	)		61,795,591
AB Multi-Asset Real Return		1,146,223,442		10,870,503		(301,441,221	)		(290,570,718	)
AB Volatility Management		1,258,120,602		228,431,960		(79,405,281	)		149,026,679

1. Derivative Financial Instruments

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

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

•

Futures

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

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


304		• AB POOLING PORTFOLIOS

Notes to Financial Statements

contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the year ended August 31, 2015, AB Short Duration Bond Portfolio, AB Bond Inflation Protection Portfolio, High-Yield Portfolio, AB Multi-Asset Real Return Portfolio and AB Volatility Management Portfolio held futures for hedging and non-hedging purposes; the AB Global Core Bond Portfolio held futures for hedging purposes; the AB International Value Portfolio held futures for non-hedging purposes

•

Forward Currency Exchange Contracts

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

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

During the year ended August 31, 2015, the AB International Value Portfolio, AB Global Core Bond Portfolio, AB Bond Inflation Protection Portfolio, AB High-Yield Portfolio, AB Multi-Asset Real Return Portfolio and AB Volatility Management Portfolio held forward currency exchange contracts for hedging and non-hedging purposes; the AB Short Duration


AB POOLING PORTFOLIOS •			305

Notes to Financial Statements

Bond Portfolio and AB International Growth Portfolio held forward currency exchange contracts for hedging purposes.

•

Option Transactions

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

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

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

A Portfolio may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or


306		• AB POOLING PORTFOLIOS

Notes to Financial Statements

index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

During the year ended August 31, 2015, the AB High-Yield Portfolio held purchased options, written options and written swaptions for hedging purposes; the AB Multi-Asset Real Return Portfolio held purchased options and written options for hedging and non-hedging purposes.

For the year ended August 31, 2015, the Portfolios had the following transactions in written options:


AB High-Yield Portfolio	Number of Contracts			Premiums Received
Options written outstanding as of 08/31/14		796		$	72,775
Options written		10,648,018			1,604,104
Options expired		(10,255	)		(710,151	)
Options bought back		(10,633,610	)		(510,943	)
Options exercised		– 0	–		– 0	–

Options written outstanding as of 08/31/15		4,949		$	455,785


	Notional Amount			Premiums Received
Swaptions written outstanding as of 08/31/14		55,807,000		$	173,869
Swaptions written		226,796,760			542,354
Swaptions expired		(231,056,760	)		(529,239	)
Swaptions bought back		(37,617,000	)		(139,653	)
Swaptions exercised		– 0	–		– 0	–

Swaptions written outstanding as of 08/31/15		13,930,000		$	47,331


AB Multi-Asset Real Return Portfolio	Number of Contracts			Premiums Received
Options written outstanding as of 08/31/14		– 0	–	$	– 0	–
Options written		29,429,202			9,137,184
Options expired		– 0	–		– 0	–
Options bought back		(19,374,426	)		(5,819,252	)
Options exercised		– 0	–		– 0	–

Options written outstanding as of 08/31/15		10,054,776		$	3,317,932

•

Swaps

Certain Portfolios may enter into swaps to hedge their exposure to interest rates, credit risk, equity markets, currencies or other underlying asset classes. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a


AB POOLING PORTFOLIOS •			307

Notes to Financial Statements

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

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

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

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such


308		• AB POOLING PORTFOLIOS

Notes to Financial Statements

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

Interest Rate Swaps:

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

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

During the year ended August 31, 2015, the AB Short Duration Bond Portfolio held interest rate swaps for non-hedging purposes; the AB Bond Inflation Protection Portfolio and the AB Multi-Asset Real Return Portfolio held interest rate swaps for hedging and non-hedging purposes; the AB High Yield Portfolio held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

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


AB POOLING PORTFOLIOS •			309

Notes to Financial Statements

Inflation swaps may be used to protect the net asset value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended August 31, 2015, the AB Bond Inflation Protection Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes; the AB Multi-Asset Real Return Portfolio held inflation (CPI) swaps for hedging purposes.

Currency Swaps:

The Portfolio may invest in currency swaps for hedging purposes to protect against adverse changes in exchange rates between the U.S. dollar and other currencies or for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. Currency swaps involve the individually negotiated exchange by a Portfolio with another party of a series of payments in specified currencies. Actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Therefore, the entire principal value of a currency swap is subject to the risk that the swap counterparty will default on its contractual delivery obligations.

During the year ended August 31, 2015, the AB Short Duration Bond Portfolio held currency swaps for hedging purposes.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront


310		• AB POOLING PORTFOLIOS

Notes to Financial Statements

premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of August 31, 2015, the High-Yield Portfolio had Buy Contracts outstanding with respect to the same referenced obligation and counterparty as certain Sale Contracts which may partially offset the Maximum Payout Amount in the amount of $3,014,000.

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

During the year ended August 31, 2015, the AB Bond Inflation Protection Portfolio and the AB High-Yield Portfolio held credit default swaps for hedging and non-hedging purposes.

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

Total Return Swaps:

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

During the year ended August 31, 2015, the AB Multi-Asset Real Return Portfolio, the AB High-Yield Portfolio and the AB Volatility Management Portfolio held total return swaps for hedging and non-hedging purposes.


AB POOLING PORTFOLIOS •			311

Notes to Financial Statements

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

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

At August 31, 2015, the Portfolios had entered into the following derivatives:

AB International Value Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Equity contracts

Receivable/Payable for variation margin on exchange-traded derivatives

137,945

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

1,583,380

Unrealized depreciation on forward currency exchange contracts

1,078,879

Total

1,583,380

1,216,824


312		• AB POOLING PORTFOLIOS

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	158,021	$	(47,642	)

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		3,257,536		(92,648	)

Total		$	3,415,557	$	(140,290	)


AB International Growth Portfolio
	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	1,084,707	Unrealized depreciation on forward currency exchange contracts	$	2,836,971

Total		$	1,084,707		$	2,836,971

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,094,900	$	(1,408,395	)

Total		$	1,094,900	$	(1,408,395	)


AB POOLING PORTFOLIOS •			313

Notes to Financial Statements

AB Short Duration Bond Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

789,263

Receivable/Payable for variation margin on exchange-traded derivatives

342,659

Total

789,263

342,659

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	576,608		$	140,240

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(75,872	)		179,991

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		75,414			128,873

Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		7,593			(30,180	)

Total		$	583,743		$	418,924


314		• AB POOLING PORTFOLIOS

Notes to Financial Statements

AB Global Core Bond Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

623,408

Receivable/Payable for variation margin on exchange-traded derivatives

117,346

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

5,289,593

Unrealized depreciation on forward currency exchange contracts

4,950,234

Total

5,913,001

5,067,580

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(4,496,254	)	$	1,031,735

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		9,017,495			(2,656,358	)

Total		$	4,521,241		$	(1,624,623	)


AB POOLING PORTFOLIOS •			315

Notes to Financial Statements

AB Bond Inflation Protection Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

2,771,854

Receivable/Payable for variation margin on exchange-traded derivatives

3,298,719

Credit contracts

Receivable/Payable for variation margin on exchange-traded derivatives

700,472

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

418,556

Unrealized depreciation on forward currency exchange contracts

264,497

Interest rate contracts

Unrealized depreciation on interest rate swaps

274,223

Interest rate contracts

Unrealized appreciation on inflation swaps

172,829

Unrealized depreciation on inflation swaps

931,350

Credit contracts

Unrealized appreciation on credit default swaps

219,162

Unrealized depreciation on credit default swaps

19,307

Total

3,582,401

5,488,568

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(3,992,622	)	$	344,542


316		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,378,325		$	17,527

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(1,399,072	)		(887,107	)

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(278,726	)		392,315

Total		$	(4,292,095	)	$	(132,723	)

AB High-Yield Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Interest rate contracts

Receivable/Payable for variation margin on exchange-traded derivatives

14,330

Credit contracts

Receivable/Payable for variation margin on exchange-traded derivatives

520,801

Receivable/Payable for variation margin on exchange-traded derivatives

591,148

Equity contracts

Receivable/Payable for variation margin on exchange-traded derivatives

76,273

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

280,265

Unrealized depreciation on forward currency exchange contracts

289,123

Credit contracts

Investments in securities, at value

51,867


AB POOLING PORTFOLIOS •			317

Notes to Financial Statements

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Equity contracts

Investments in securities, at value

503,124

Credit contracts

Swaptions written, at value

39,792

Equity contracts

Options written, at value

278,507

Credit contracts

Unrealized appreciation on credit default swaps

1,628,107

Unrealized depreciation on credit default swaps

1,122,874

Equity contracts

Unrealized appreciation on total return swaps

42,925

Unrealized depreciation on total return swaps

544,491

Total

3,041,419

2,942,208

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(287,429	)	$	32,166

Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		123,551			6,434

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		695,297			(150,419	)


318		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments	$	(1,015,553	)	$	198,106

Foreign exchange contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(63,337	)		43,982

Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,082,150	)		(105,012	)

Interest rate contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		667,030			(152,048	)

Foreign exchange contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		60,176			– 0	–

Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		306,634			214,048

Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		– 0	–		14,330

Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(69,728	)		1,017,733


AB POOLING PORTFOLIOS •			319

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		265,330			(583,041	)

Total		$	(400,179	)	$	536,279

AB Multi-Asset Real Return Portfolio**

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Commodity contracts

Receivable/Payable for variation margin on exchange-traded derivatives

978,396

Receivable/Payable for variation margin on exchange-traded derivatives

20,166,637

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

5,753,945

Unrealized depreciation on forward currency exchange contracts

4,760,627

Equity contracts

Options written, at value

1,573,867

Interest rate contracts

Unrealized appreciation on inflation swaps

1,012,574

Unrealized depreciation on inflation swaps

97,323

Equity contracts

Unrealized appreciation on total return swaps

5,418,791

Unrealized depreciation on total return swaps

3,885,532

Total

13,163,706

30,483,986

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

Consolidated (see Note A).


320		• AB POOLING PORTFOLIOS

Notes to Financial Statements

The effect of derivative instruments on the consolidated statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(5,990,406	)	$	2,307,670

Commodity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(7,132,080	)		(18,671,307	)

Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		12,078,727			(582,657	)

Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		3,779,812			1,132,854

Commodity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		509,184			– 0	–

Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(7,642,889	)		1,744,065

Commodity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(339,415	)		– 0	–


AB POOLING PORTFOLIOS •			321

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(18,127,515	)	$	1,382,992

Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(93,465,804	)		37,328

Total		$	(116,330,386	)	$	(12,649,055	)

AB Volatility Management Portfolio

Asset Derivatives

Liability Derivatives

Derivative Type

Statement of
Assets and
Liabilities
Location

Fair Value

Statement of
Assets and
Liabilities
Location

Fair Value

Equity contracts

Receivable/Payable for variation margin on exchange-traded derivatives

1,072,245

Receivable/Payable for variation margin on exchange-traded derivatives

13,636,357

Foreign exchange contracts

Unrealized appreciation on forward currency exchange contracts

6,635,009

Unrealized depreciation on forward currency exchange contracts

4,553,901

Equity contracts

Unrealized depreciation on total return swaps

6,111,122

Total

7,707,254

24,301,380

The effect of derivative instruments on the statement of operations for the year ended August 31, 2015:


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	9,562,623	$	(14,822,258	)


322		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	7,173,806	$	1,936,621

Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		10,223,358		(10,718,188	)

Total		$	26,959,787	$	(23,603,825	)

The following tables represent the average monthly volume of the Portfolio’s derivative transactions during the year ended August 31, 2015:


AB International Value Portfolio
Futures:
Average original value of buy contracts	$	2,546,666

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	122,565,709
Average principal amount of sale contracts	$	147,782,575

AB International Growth Portfolio
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	76,713,116
Average principal amount of sale contracts	$	105,110,695

AB Short Duration Bond Portfolio
Futures:
Average original value of buy contracts	$	265,750,969
Average original value of sale contracts	$	56,933,008

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	2,313,973	^(a)
Average principal amount of sale contracts	$	3,941,169	^(b)

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	8,347,080

Cross Currency Swaps:
Average notional amount	$	1,309,680	^(c)

^(a) Positions were open for eight months during the year.
^(b) Positions were open for eleven months during the year.
^(c) Positions were open for five months during the year.


AB POOLING PORTFOLIOS •			323

Notes to Financial Statements


AB Global Core Bond Portfolio
Futures:
Average original value of sale contracts	$	105,998,680

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	52,097,069
Average principal amount of sale contracts	$	541,645,460

AB Bond Inflation Protection Portfolio
Futures:
Average original value of buy contracts	$	11,503,032
Average original value of sale contracts	$	180,587,799

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	11,220,152
Average principal amount of sale contracts	$	45,385,753

Interest Rate Swaps:
Average notional amount	$	31,934,636

Inflation Swaps:
Average notional amount	$	61,790,769

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	206,725,706

Credit Default Swaps:
Average notional amount of buy contracts	$	2,770,000	^(a)
Average notional amount of sale contracts	$	5,529,913

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	45,148,135

^(a) Positions were open for three months during the year.

AB High-Yield Portfolio
Futures:
Average original value of buy contracts	$	2,185,716
Average original value of sale contracts	$	13,550,878

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	6,751,543
Average principal amount of sale contracts	$	38,786,238

Purchased Options:
Average monthly cost	$	730,164

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	17,030,000	^(a)

Credit Default Swaps:
Average notional amount of buy contracts	$	40,292,197
Average notional amount of sale contracts	$	19,943,799

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	34,439,760
Average notional amount of sale contracts	$	11,827,243

Total Return Swaps:
Average notional amount	$	14,402,269

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


324		• AB POOLING PORTFOLIOS

Notes to Financial Statements


AB Multi-Asset Real Return Portfolio*
Futures:
Average original value of buy contracts	$	121,950,102
Average original value of sale contracts	$	72,967,404

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	76,168,848
Average principal amount of sale contracts	$	168,959,320

Purchased Options:
Average monthly cost	$	2,152,290	^(a)

Interest Rate Swaps:
Average notional amount	$	6,040,000	^(b)

Inflation Swaps:
Average notional amount	$	477,943,692

Total Return Swaps:
Average notional amount	$	299,112,719

* Consolidated (see Note A).
^(a) Positions were open for six months during the year.
^(b) Positions were open for eleven months during the year.

AB Volatility Management Portfolio
Futures:
Average original value of buy contracts	$	255,818,314
Average original value of sale contracts	$	132,083,155	^(a)

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	131,147,107
Average principal amount of sale contracts	$	162,149,254

Total Return Swaps:
Average notional amount	$	162,785,109

^(a) Positions were open for seven months during the year.

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

All derivatives held at period end were subject to netting arrangements. The following tables present the Portfolios’ derivative assets and liabilities by


AB POOLING PORTFOLIOS •			325

Notes to Financial Statements

counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolios as of August 31, 2015:

AB International Value

Counterparty

Derivative
Assets
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Received

Security
Collateral
Received

Net
Amount of
Derivatives
Assets

OTC Derivatives:

Barclays Bank PLC

72,354

– 0

–

– 0

–

– 0

–

72,354

Citibank

164,006

(156,043

)

– 0

–

– 0

–

7,963

Credit Suisse International

7,168

– 0

–

– 0

–

– 0

–

7,168

Goldman Sachs Bank USA

209,424

(166,746

)

– 0

–

– 0

–

42,678

HSBC Bank USA

102,135

– 0

–

– 0

–

– 0

–

102,135

Morgan Stanley & Co., Inc.

53,207

(12,358

)

– 0

–

– 0

–

40,849

Royal Bank of Scotland PLC

7,785

(7,785

)

– 0

–

– 0

–

– 0

–

Standard Chartered Bank

215,385

(215,385

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

379,939

(184,178

)

– 0

–

– 0

–

195,761

UBS AG

371,977

– 0

–

– 0

–

– 0

–

371,977

Total

1,583,380

(742,495

)

– 0

–

– 0

–

840,885

Counterparty

Derivative
Liabilities
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Pledged*

Security
Collateral
Pledged

Net
Amount of
Derivatives
Liabilities

Exchange-Traded Derivatives:

Goldman Sachs & Co.**

7,796

– 0

–

(7,796

)

– 0

–

– 0

–

Total

7,796

– 0

–

(7,796

)

– 0

–

– 0

–

OTC Derivatives:

Citibank

156,043

(156,043

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA

166,746

(166,746

)

– 0

–

– 0

–

– 0

–

Morgan Stanley & Co., Inc.

12,358

(12,358

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

135,332

(7,785

)

– 0

–

– 0

–

127,547

Standard Chartered Bank

424,132

(215,385

)

– 0

–

– 0

–

208,747

State Street Bank & Trust Co.

184,178

(184,178

)

– 0

–

– 0

–

– 0

–

Total

1,078,879

(742,495

)

– 0

–

– 0

–

336,384

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


326		• AB POOLING PORTFOLIOS

Notes to Financial Statements

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.

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

AB International Growth

Counterparty

Derivative
Assets
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Received

Security
Collateral
Received

Net
Amount of
Derivatives
Assets

OTC Derivatives:

Barclays Bank PLC

308,538

– 0

–

– 0

–

– 0

–

308,538

BNP Paribas SA

154,010

(18,755

)

– 0

–

– 0

–

135,255

Deutsche Bank AG

84,351

– 0

–

– 0

–

– 0

–

84,351

Morgan Stanley & Co., Inc.

186,552

– 0

–

– 0

–

– 0

–

186,552

Standard Chartered Bank

1,746

(1,746

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

135,085

(23,296

)

– 0

–

– 0

–

111,789

UBS AG

214,425

(214,425

)

– 0

–

– 0

–

– 0

–

Total

1,084,707

(258,222

)

– 0

–

– 0

–

826,485

Counterparty

Derivative
Liabilities
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Pledged

Security
Collateral
Pledged

Net
Amount of
Derivatives
Liabilities

OTC Derivatives:

BNP Paribas SA

18,755

(18,755

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

618,809

– 0

–

– 0

–

– 0

–

618,809

Standard Chartered Bank

1,930,927

(1,746

)

– 0

–

– 0

–

1,929,181

State Street Bank & Trust Co.

23,296

(23,296

)

– 0

–

– 0

–

– 0

–

UBS AG

245,184

(214,425

)

– 0

–

– 0

–

30,759

Total

2,836,971

(258,222

)

– 0

–

– 0

–

2,578,749


AB Short Duration Bond
Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	5,955	$	(5,955	)	$	– 0	–	$	– 0	–	$	– 0	–

Total	$	5,955	$	(5,955	)	$	– 0	–	$	– 0	–	$	– 0	–


AB POOLING PORTFOLIOS •			327

Notes to Financial Statements


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	54,523	$	(5,955	)	$	(48,568	)	$	– 0	–	$	– 0	–

Total	$	54,523	$	(5,955	)	$	(48,568	)	$	– 0	–	$	– 0	–

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

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.


AB Global Core Bond
Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	346,883	$	– 0	–	$	– 0	–	$	– 0	–	$	346,883

Total	$	346,883	$	– 0	–	$	– 0	–	$	– 0	–	$	346,883


OTC Derivatives:
Barclays Bank PLC	$	319,658	$	– 0	–	$	– 0	–	$	– 0	–	$	319,658
BNP Paribas SA		1,468,042		(13,257	)		– 0	–		– 0	–		1,454,785
Citibank		204,309		(204,309	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		158,349		(35,919	)		– 0	–		– 0	–		122,430
Goldman Sachs Bank USA		2,235,545		(313,529	)		– 0	–		– 0	–		1,922,016
Morgan Stanley & Co., Inc.		24,215		(4,275	)		– 0	–		– 0	–		19,940
Northern Trust Co.		24,371		– 0	–		– 0	–		– 0	–		24,371
Royal Bank of Scotland PLC		325,278		(325,278	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		455,345		(217,803	)		– 0	–		– 0	–		237,542
State Street Bank & Trust Co.		17,088		(17,088	)		– 0	–		– 0	–		– 0	–
UBS AG		57,393		(57,393	)		– 0	–		– 0	–		– 0	–

Total	$	5,289,593	$	(1,188,851	)	$	– 0	–	$	– 0	–	$	4,100,742	^


328		• AB POOLING PORTFOLIOS

Notes to Financial Statements

Counterparty

Derivative
Liabilities
Subject
to a MA

Derivative
Available for
Offset

Cash
Collateral
Pledged

Security
Collateral
Pledged

Net
Amount of
Derivatives
Liabilities

OTC Derivatives:

BNP Paribas SA

13,257

(13,257

)

– 0

–

– 0

–

– 0

–

Citibank

801,801

(204,309

)

– 0

–

– 0

–

597,492

Credit Suisse International

35,919

(35,919

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA

313,529

(313,529

)

– 0

–

– 0

–

– 0

–

HSBC Bank USA

48,549

– 0

–

– 0

–

– 0

–

48,549

Morgan Stanley & Co., Inc.

4,275

(4,275

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

3,395,931

(325,278

)

– 0

–

– 0

–

3,070,653

Standard Chartered Bank

217,803

(217,803

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

43,359

(17,088

)

– 0

–

– 0

–

26,271

UBS AG

75,811

(57,393

)

– 0

–

– 0

–

18,418

Total

4,950,234

(1,188,851

)

– 0

–

– 0

–

3,761,383

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.

AB Bond Inflation Protection

Counterparty

Derivative
Assets
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Received

Security
Collateral
Received

Net
Amount of
Derivatives
Assets

Exchange-Traded Derivatives:

Morgan Stanley & Co., LLC **

138,479

– 0

–

– 0

–

– 0

–

138,479

Total

138,479

– 0

–

– 0

–

– 0

–

138,479

OTC Derivatives:

Bank of America, NA

100,316

(100,316

)

– 0

–

– 0

–

– 0

–

Barclays Bank PLC

172,829

(90,283

)

– 0

–

– 0

–

82,546

Citibank, NA

130,936

(130,936

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

30,140

– 0

–

– 0

–

– 0

–

30,140

Deutsche Bank AG

31,655

(31,655

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA

179,149

– 0

–

– 0

–

– 0

–

179,149

HSBC Bank USA

155,925

– 0

–

– 0

–

– 0

–

155,925

UBS AG

51,827

– 0

–

– 0

–

– 0

–

51,827

Total

852,777

(353,190

)

– 0

–

– 0

–

499,587


AB POOLING PORTFOLIOS •			329

Notes to Financial Statements


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
OTC Derivatives:
Bank of America, NA	$	203,407	$	(100,316	)	$	– 0	–	$	– 0	–	$	103,091
Barclays Bank PLC		90,283		(90,283	)		– 0	–		– 0	–		– 0	–
Citibank, NA		290,919		(130,936	)		– 0	–		(159,983	)		– 0	–
Deutsche Bank AG		77,646		(31,655	)		– 0	–		– 0	–		45,991
JPMorgan Chase Bank, NA		247,399		– 0	–		– 0	–		(49,857	)		197,542
Morgan Stanley & Co., Inc./ Morgan Stanley Capital Services LLC		677,942		– 0	–		– 0	–		(498,278	)		179,664
State Street Bank & Trust Co.		4,955		– 0	–		– 0	–		– 0	–		4,955

Total	$	1,592,551	$	(353,190	)	$	– 0	–	$	(708,118	)	$	531,243	^

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

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.


AB High-Yield Portfolio
Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received*			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Bank Of America, NA	$	41,359	$	(39,792	)	$	– 0	–	$	– 0	–	$	1,567
Citi Bank, NA		10,508		– 0	–		– 0	–		– 0	–		10,508
Goldman Sachs & Co**		4,025		– 0	–		– 0	–		– 0	–		4,025
Morgan Stanley & Co., LLC**		528,663		(278,507	)		– 0	–		– 0	–		250,156

Total	$	584,555	$	(318,299	)	$	– 0	–	$	– 0	–	$	266,256


OTC Derivatives:
Barclays Bank PLC	$	389,242	$	(389,242	)	$	– 0	–	$	– 0	–	$	– 0	–
BNP Paribas SA		44,784		(5,565	)		– 0	–		– 0	–		39,219
Citibank, NA		1,321,641		(167,372	)		– 0	–		(1,154,269	)		– 0	–
Credit Suisse International		34,752		(26,223	)		– 0	–		– 0	–		8,529
Deutsche Bank AG		71,767		– 0	–		– 0	–		– 0	–		71,767
Goldman Sachs Bank USA/ Goldman Sachs International		515,480		(515,480	)		– 0	–		– 0	–		– 0	–


330		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received*			Net Amount of Derivatives Assets
Morgan Stanley Capital Services LLC	$	40,821	$	(40,821	)	$	– 0	–	$	– 0	–	$	– 0	–
Northern Trust Company		38,817		– 0	–		– 0	–		– 0	–		38,817
Royal Bank of Scotland PLC		14,017		(14,017	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		10,233		(8,044	)		– 0	–		– 0	–		2,189
UBS AG		127,296		(1,739	)		– 0	–		– 0	–		125,557

Total	$	2,608,850	$	(1,168,503	)	$	– 0	–	$	(1,154,269	)	$	286,078	^


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Bank Of America, NA	$	39,792	$	(39,792	)	$	– 0	–	$	– 0	–	$	– 0	–
Morgan Stanley & Co., LLC		278,507		(278,507	)		– 0	–		– 0	–		– 0	–

Total	$	318,299	$	(318,299	)	$	– 0	–	$	– 0	–	$	– 0	–


OTC Derivatives:
Bank of America, NA	$	198,017	$	– 0	–	$	– 0	–	$	(156,178	)	$	41,839
Barclays Bank PLC		519,875		(389,242	)		– 0	–		– 0	–		130,633
BNP Paribas SA		5,565		(5,565	)		– 0	–		– 0	–		– 0	–
Citibank, NA		167,372		(167,372	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		26,223		(26,223	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/ Goldman Sachs International		772,456		(515,480	)		– 0	–		– 0	–		256,976
JPMorgan Chase Bank, NA		95,555		– 0	–		– 0	–		– 0	–		95,555
Morgan Stanley Capital Services LLC		478,205		(40,821	)		– 0	–		(257,069	)		180,315
Royal Bank of Scotland PLC		243,186		(14,017	)		– 0	–		– 0	–		229,169
State Street Bank & Trust Co.		8,044		(8,044	)		– 0	–		– 0	–		– 0	–
UBS AG		1,739		(1,739	)		– 0	–		– 0	–		– 0	–

Total	$	2,516,237	$	(1,168,503	)	$	– 0	–	$	(413,247	)	$	934,487	^

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


AB POOLING PORTFOLIOS •			331

Notes to Financial Statements

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.

AB Multi-Asset Real Return Portfolio

Counterparty

Derivative
Assets
Subject
to a MA

Derivative
Available for
Offset

Cash
Collateral
Received

Security
Collateral
Received

Net
Amount of
Derivatives
Assets

OTC Derivatives:

Barclays Bank PLC

733,517

(500,803

)

– 0

–

– 0

–

232,714

BNP Paribas SA

1,610

– 0

–

– 0

–

– 0

–

1,610

Credit Suisse International

480,164

– 0

–

– 0

–

– 0

–

480,164

Deutsche Bank AG

547,107

(97,323

)

– 0

–

– 0

–

449,784

Goldman Sachs Bank USA

671,646

(671,646

)

– 0

–

– 0

–

– 0

–

HSBC Bank USA

12,171

– 0

–

– 0

–

– 0

–

12,171

JPMorgan Chase Bank, NA

651,098

– 0

–

– 0

–

– 0

–

651,098

Morgan Stanley & Co., Inc.

282,626

(27,058

)

– 0

–

– 0

–

255,568

Northern Trust Company

615

– 0

–

– 0

–

– 0

–

615

Royal Bank of Scotland PLC

1,551,050

(652,987

)

– 0

–

– 0

–

898,063

Standard Chartered Bank

740,719

– 0

–

– 0

–

– 0

–

740,719

State Street Bank & Trust Co.

157,982

(157,982

)

– 0

–

– 0

–

– 0

–

UBS AG

921,673

(134,457

)

– 0

–

– 0

–

787,216

Total

6,751,978

(2,242,256

)

– 0

–

– 0

–

4,509,722


332		• AB POOLING PORTFOLIOS

Notes to Financial Statements

Counterparty

Derivative
Liabilities
Subject
to a MA

Derivative
Available
for Offset

Cash
Collateral
Pledged

Security
Collateral
Pledged*

Net
Amount of
Derivatives
Liabilities

OTC Derivatives:

Bank of America

2,261,905

– 0

–

– 0

–

– 0

–

2,261,905

Barclays Bank PLC

500,803

(500,803

)

– 0

–

– 0

–

– 0

–

Citibank

291,431

– 0

–

– 0

–

– 0

–

291,431

Deutsche Bank AG

97,323

(97,323

)

– 0

–

– 0

–

– 0

–

Goldman Sachs Bank USA

1,965,702

(671,646

)

– 0

–

(1,294,056

)

– 0

–

Morgan Stanley & Co., Inc.

27,058

(27,058

)

– 0

–

– 0

–

– 0

–

Royal Bank of Scotland PLC

652,987

(652,987

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

328,082

(157,982

)

– 0

–

– 0

–

170,100

UBS AG

134,457

(134,457

)

– 0

–

– 0

–

– 0

–

Total

6,259,748

(2,242,256

)

– 0

–

(1,294,056

)

2,723,436

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


AllianceBernstein Cayman Inflation Pooling Subsidiary, Ltd.
Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	2,393,457	$	(147,390	)	$	– 0	–	$	– 0	–	$	2,246,067

Total	$	2,393,457	$	(147,390	)	$	– 0	–	$	– 0	–	$	2,246,067


OTC Derivatives:
Goldman Sachs International	$	448,291	$	– 0	–	$	– 0	–	$	– 0	–	$	448,291
JPMorgan Chase Bank, NA		2,845,123		– 0	–		– 0	–		– 0	–		2,845,123
Morgan Stanley Capital Services LLC		2,125,377		(2,125,377	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		14,541		(4,781	)		– 0	–		– 0	–		9,760

Total	$	5,433,332	$	(2,130,158	)	$	– 0	–	$	– 0	–	$	3,303,174	^


AB POOLING PORTFOLIOS •			333

Notes to Financial Statements


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	147,390	$	(147,390	)	$	– 0	–	$	– 0	–	$	– 0	–

Total	$	147,390	$	(147,390	)	$	– 0	–	$	– 0	–	$	– 0	–

OTC Derivatives:
Morgan Stanley Capital Services LLC	$	3,905,430	$	(2,125,377	)	$	– 0	–	$	(1,780,053	)	$	– 0	–
State Street Bank & Trust Co.		4,781		(4,781	)		– 0	–		– 0	–		– 0	–

Total	$	3,910,211	$	(2,130,158	)	$	– 0	–	$	(1,780,053	)	$	– 0	–^

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

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.


AB Volatility Management
Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Goldman Sachs & Co**	$	10,208	$	– 0	–	$	– 0	–	$	– 0	–	$	10,208

Total	$	10,208	$	– 0	–	$	– 0	–	$	– 0	–	$	10,208

OTC Derivatives:
Barclays Bank PLC	$	732,923	$	(141,510	)	$	– 0	–	$	– 0	–	$	591,413
BNP Paribas SA		2,338,451		(71,306	)		– 0	–		– 0	–		2,267,145
Citibank/Citibank, NA		157,350		(157,350	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		89,396		(89,396	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/ Goldman Sachs International		167,806		(167,806	)		– 0	–		– 0	–		– 0	–
HSBC Bank USA		271,478		(53,556	)		– 0	–		– 0	–		217,922
JPMorgan Chase Bank		63,779		—			– 0	–		– 0	–		63,779
Morgan Stanley & Co., Inc.		1,126,232		(148,991	)		– 0	–		– 0	–		977,241
Standard Chartered Bank		1,483,071		(1,483,071	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		78,540		(16,623	)		– 0	–		– 0	–		61,917
UBS AG		125,983		(125,983	)		– 0	–		– 0	–		– 0	–

Total	$	6,635,009	$	(2,455,592	)	$	– 0	–	$	– 0	–	$	4,179,417	^


334		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivatives Liabilities
OTC Derivatives:
Bank of America, NA	$	1,648,772	$	– 0	–	$	– 0	–	$	(1,648,772	)	$	– 0	–
Barclays Bank PLC		141,510		(141,510	)		– 0	–		– 0	–		– 0	–
BNP Paribas SA		71,306		(71,306	)		– 0	–		– 0	–		– 0	–
Brown Brothers Harriman & Co.		354,637		– 0	–		– 0	–		– 0	–		354,637
Citibank/Citibank, NA		4,003,780		(157,350	)		– 0	–		(3,846,430	)		– 0	–
Credit Suisse International		582,489		– 0	–		– 0	–		– 0	–		582,489
Deutsche Bank AG		188,476		(89,396	)		– 0	–		– 0	–		99,080
Goldman Sachs Bank USA/ Goldman Sachs International		476,742		(167,806	)		—			(308,936	)		—
HSBC Bank USA		53,556		(53,556	)		—			—			—
Morgan Stanley & Co., Inc.		148,991		(148,991	)		– 0	–		– 0	–		– 0	–
Royal Bank of Scotland PLC		146,970		– 0	–		– 0	–		– 0	–		146,970
Standard Chartered Bank		2,298,539		(1,483,071	)		– 0	–		– 0	–		815,468
State Street Bank & Trust Co.		16,623		(16,623	)		– 0	–		– 0	–		– 0	–
UBS AG		532,632		(125,983	)		– 0	–		(406,649	)		– 0	–

Total	$	10,665,023	$	(2,455,592	)	$	– 0	–	$	(6,210,787	)	$	1,998,644	^

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

Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at August 31, 2015.

2. Currency Transactions

The Portfolios may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolios 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 Portfolios 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 Portfolios 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-


AB POOLING PORTFOLIOS •			335

Notes to Financial Statements

denominated security. The Portfolios may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. TBA and Dollar Rolls

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

Certain Portfolios may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the year ended August 31, 2015, the AB Global Core Bond Portfolio earned drop income of $1,257,888, which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolios may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the year ended August 31, 2015, the average amount of reverse


336		• AB POOLING PORTFOLIOS

Notes to Financial Statements

repurchase agreements outstanding for AB Bond Inflation Protection Portfolio and AB High-Yield Portfolio were $299,020,963 and $7,441,943, respectively, and the daily weighted average interest rate were 0.20% and (0.38%), respectively. At August 31, 2015, the AB Bond Inflation Protection Portfolio and AB High-Yield Portfolio had reverse repurchase agreements outstanding in the amount of $249,644,916 and $7,111,831, respectively, as reported on the statements of assets and liabilities. During the year, the High-Yield Portfolio received net interest payments from counterparties.

The following table presents the Portfolio’s RVP liabilities by counterparty net of the related collateral pledged by the Portfolios as of August 31, 2015:


Bond Inflation Protection Portfolio
Counterparty	RVP Liabilities Subject to a MRA		Securities Collateral Pledged^†*			Net Amount of RVP Liabilities
Bank of America	$	41,497,595	$	(41,497,595	)	$	–0	–
Barclays Capital, Inc.		9,929,888		(9,929,888	)		– 0	–
HSBC		92,044,226		(92,044,226	)		– 0	–
JPMorgan Chase		106,173,207		(106,173,207	)		– 0	–

Total	$	249,644,916	$	(249,644,916	)	$	– 0	–

^†

Including accrued interest.

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


AB High-Yield Portfolio
Counterparty	RVP Liabilities Subject to a MRA		Securities Collateral Pledged^†*			Net Amount of RVP Liabilities
Barclays Capital, Inc.	$	627,444	$	(626,579	)	$	865
Credit Suisse Securities (USA) LLC		5,889,674		(5,889,674	)		– 0	–
RBC Capital Markets		594,713		(570,454	)		24,259

Total	$	7,111,831	$	(7,086,707	)	$	25,124

^†

Including accrued interest.

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


AB POOLING PORTFOLIOS •			337

Notes to Financial Statements

5. Loan Participations and Assignments

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

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

During the year ended August 31, 2015, the High-Yield Portfolio had no commitments outstanding and received commitment fees or additional funding fees during the year in the amount of $12,442.

NOTE D

Securities Lending

Certain Portfolio’s may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio 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 Portfolio 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 Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any


338		• AB POOLING PORTFOLIOS

Notes to Financial Statements

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 Portfolio amounts equal to any income or other distributions from the securities. The Portfolio 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 Portfolio 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 will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, 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 Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of August 31, 2015, the value of securities on loan and cash collateral received which has been invested into AB Exchange Reserves are as follows:


Portfolio	Market Value of Securities on Loan		Market Value of Cash Collateral
AB U.S. Value	$	5,952,903	$	6,081,135
AB U.S. Large Cap Growth		2,869,911		2,930,293
AB International Value		199,056		210,915
AB International Growth		5,621,307		6,050,194
AB Small-Mid Cap Value		6,202,595		6,422,235
AB Small-Mid Cap Growth		7,537,578		7,862,001
AB Multi-Asset Real Return		25,601,329		26,857,470
AB Volatility Management		121,005,875		124,645,745

The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The securities lending income earned for the year ended August 31, 2015 from the borrowers and AB Exchange Reserves are as follows:


Portfolio	Borrowers		AB Exchange Reserves
AB U.S. Value	$	199,303	$	4,246
AB U.S. Large Cap Growth		62,651		2,742
AB International Value		293,367		8,821
AB International Growth		125,231		7,388
AB Small-Mid Cap Value		166,148		3,878
AB Small-Mid Cap Growth		158,635		7,892
AB Multi-Asset Real Return		512,533		17,948
AB Volatility Management		683,056		55,556

These amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be


AB POOLING PORTFOLIOS •			339

Notes to Financial Statements

sufficient to replace the loaned securities. A summary of the Portfolios’ transactions in shares of AB Exchange Reserves for the year ended August 31, 2015 are as follows:


Portfolio	Market Value August 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value August 31, 2015 (000)
AB U.S. Value	$	494	$	52,274	$	46,687	$	6,081
AB U.S. Large Cap Growth		1,101		63,774		61,945		2,930
AB International Value		13,033		253,736		266,558		211
AB International Growth		2,772		167,140		163,862		6,050
AB Small-Mid Cap Value		2,842		50,843		47,263		6,422
AB Small-Mid Cap Growth		12,333		116,765		121,236		7,862
AB Multi-Asset Real Return		12,119		485,835		471,097		26,857
AB Volatility Management		68,251		1,707,098		1,650,703		124,646

NOTE E

Shares of Beneficial Interest

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


	Shares						Amount
	Year Ended August 31, 2015			Year Ended August 31, 2014			Year Ended August 31, 2015			Year Ended August 31, 2014

AB U.S. Value
Shares sold		899,902			1,256,504		$	11,886,481		$	14,990,228

Shares issued in reinvestment of dividends		787,294			2,290,586			10,546,202			27,508,781

Shares redeemed		(6,107,627	)		(65,036,472	)		(82,387,658	)		(807,917,005	)

Net decrease		(4,420,431	)		(61,489,382	)	$	(59,954,975	)	$	(765,417,996	)


AB U.S. Large Cap Growth
Shares sold		569,773			972,739		$	7,184,060		$	15,016,834

Shares issued in reinvestment of dividends and distributions		14,104,875			8,354,810			169,404,217			125,541,021

Shares redeemed		(10,679,388	)		(54,570,581	)		(147,986,150	)		(849,085,962	)

Net increase (decrease)		3,995,260			(45,243,032	)	$	28,602,127		$	(708,528,107	)


340		• AB POOLING PORTFOLIOS

Notes to Financial Statements


	Shares						Amount
	Year Ended August 31, 2015			Year Ended August 31, 2014			Year Ended August 31, 2015			Year Ended August 31, 2014

AB International Value
Shares sold		1,595,825			2,130,858		$	12,087,012		$	17,127,078

Shares issued in reinvestment of dividends		4,256,822			7,177,791			31,500,480			56,058,549

Shares redeemed		(7,057,663	)		(82,218,170	)		(54,485,732	)		(649,268,507	)

Net decrease		(1,205,016	)		(72,909,521	)	$	(10,898,240	)	$	(576,082,880	)


AB International Growth
Shares sold		1,759,886			2,671,122		$	15,676,225		$	23,664,748

Shares issued in reinvestment of dividends		786,887			1,937,178			6,877,392			17,047,166

Shares redeemed		(4,603,483	)		(71,252,154	)		(41,591,644	)		(630,900,848	)

Net decrease		(2,056,710	)		(66,643,854	)	$	(19,038,027	)	$	(590,188,934	)


AB Short Duration Bond
Shares sold		3,241,057			8,306,556		$	30,610,385		$	78,407,307

Shares issued in reinvestment of dividends		992,400			1,241,841			9,366,087			11,717,433

Shares redeemed		(10,835,547	)		(7,049,018	)		(102,262,770	)		(66,548,659	)

Net increase (decrease)		(6,602,090	)		2,499,379		$	(62,286,298	)	$	23,576,081


AB Global Core Bond
Shares sold		2,922,261			6,026,995		$	29,955,764		$	61,795,059

Shares issued in reinvestment of dividends and distributions		6,610,824			3,635,361			66,999,287			37,211,781

Shares redeemed		(14,877,837	)		(13,971,729	)		(152,006,295	)		(144,350,360	)

Net decrease		(5,344,752	)		(4,309,373	)	$	(55,051,244	)	$	(45,343,520	)


AB Bond Inflation Protection
Shares sold		3,523,285			5,424,721		$	34,639,427		$	54,644,669

Shares issued in reinvestment of dividends and distributions		2,585,609			3,467,865			25,002,844			33,915,716

Shares redeemed		(7,526,367	)		(7,389,637	)		(73,523,506	)		(74,669,503	)

Net increase (decrease)		(1,417,473	)		1,502,949		$	(13,881,235	)	$	13,890,882


AB POOLING PORTFOLIOS •			341

Notes to Financial Statements


	Shares						Amount
	Year Ended August 31, 2015			Year Ended August 31, 2014			Year Ended August 31, 2015			Year Ended August 31, 2014

AB High-Yield
Shares sold		611,033			1,051,044		$	6,358,714		$	11,224,827

Shares issued in reinvestment of dividends		2,387,311			2,392,415			24,694,123			25,509,174

Shares redeemed		(3,925,769	)		(5,276,819	)		(40,460,867	)		(56,599,227	)

Net decrease		(927,425	)		(1,833,360	)	$	(9,408,030	)	$	(19,865,226	)


AB Small-Mid Cap Value
Shares sold		309,496			311,854		$	3,728,621		$	4,171,197

Shares issued in reinvestment of dividends and distributions		5,565,605			3,443,018			63,242,317			44,507,395

Shares redeemed		(3,504,600	)		(4,963,204	)		(42,175,961	)		(67,864,547	)

Net increase (decrease)		2,370,501			(1,208,332	)	$	24,794,977		$	(19,185,955	)


AB Small-Mid Cap Growth
Shares sold		252,091			1,195,831		$	2,782,968		$	14,454,274

Shares issued in reinvestment of dividends and distributions		4,851,374			5,178,738			51,344,768			61,745,187

Shares redeemed		(5,164,035	)		(4,795,852	)		(58,999,695	)		(61,676,236	)

Net increase (decrease)		(60,570	)		1,578,717		$	(4,871,959	)	$	14,523,225


AB Multi-Asset Real Return*
Shares sold		54,774,185			14,265,266		$	423,029,389		$	124,401,516

Shares issued in reinvestment of dividends		3,939,384			2,714,536			28,954,469			22,422,067

Shares redeemed		(15,265,478	)		(15,292,938	)		(120,157,202	)		(129,524,655	)

Net increase		43,448,091			1,686,864		$	331,826,656		$	17,298,928


AB Volatility Management
Shares sold		2,677,728			4,093,947		$	31,694,373		$	48,340,621

Shares issued in reinvestment of dividends and distributions		9,227,127			14,138,440			106,665,587			160,188,523

Shares redeemed		(17,200,171	)		(38,792,782	)		(208,087,207	)		(468,154,591	)

Net decrease		(5,295,316	)		(20,560,395	)	$	(69,727,247	)	$	(259,625,447	)

Consolidated (see Note A).


342		• AB POOLING PORTFOLIOS

Notes to Financial Statements

NOTE F

Risks Involved in Investing in the Portfolios

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolios’ investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolios’ 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.

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

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

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

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

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

Derivatives Risk—The Portfolios 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 Portfolios, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.


AB POOLING PORTFOLIOS •			343

Notes to Financial Statements

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

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous time or price. Derivatives and securities involving substantial market risk and credit risk tend to involve greater liquidity risk.

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.

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

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

Subsidiary Risk—By investing in the Subsidiary, the Portfolio is indirectly exposed to the risks associated with the Subsidiary’s investments, including its investments in commodities. There is no guarantee that the investment objective of the Subsidiary will be achieved.

Indemnification Risk—In the ordinary course of business, the Portfolios enter into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolios


344		• AB POOLING PORTFOLIOS

Notes to Financial Statements

have not had prior claims or losses pursuant to these indemnification provisions and expect the risk of loss thereunder to be remote. Therefore, the Portfolios have not accrued any liability in connection with these indemnification provisions.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2015 and August 31, 2014 were as follows:


AB U.S. Value	2015			2014
Distributions paid from:
Ordinary income	$	10,546,202		$	27,508,781

Total distributions paid	$	10,546,202		$	27,508,781


AB U.S. Large Cap Growth	2015			2014
Distributions paid from:
Ordinary income	$	14,782,301		$	23,015,023
Long-term capital gains		154,621,916			102,525,998

Total distributions paid	$	169,404,217		$	125,541,021


AB International Value	2015			2014
Distributions paid from:
Ordinary income	$	31,500,480		$	56,058,549

Total distributions paid	$	31,500,480		$	56,058,549


AB International Growth	2015			2014
Distributions paid from:
Ordinary income	$	6,877,393		$	17,047,166

Total distributions paid	$	6,877,393		$	17,047,166


AB Short Duration Bond	2015			2014
Distributions paid from:
Ordinary income	$	9,366,087		$	11,673,217
Return of capital		– 0	–		44,216

Total distributions paid	$	9,366,087		$	11,717,433


AB Global Core Bond	2015			2014
Distributions paid from:
Ordinary income	$	55,828,805		$	35,379,162
Long-term capital gains		11,170,482			1,832,618

Total distributions paid	$	66,999,287		$	37,211,780


AB Bond Inflation Protection	2015			2014
Distributions paid from:
Ordinary income	$	25,002,844		$	12,850,585
Long-term capital gains		– 0	–		21,065,131

Total distributions paid	$	25,002,844		$	33,915,716


AB POOLING PORTFOLIOS •			345

Notes to Financial Statements


AB High-Yield	2015		2014
Distributions paid from:
Ordinary income	$	24,694,123	$	25,509,174

Total distributions paid	$	24,694,123	$	25,509,174


AB Small-Mid Cap Value	2015		2014
Distributions paid from:
Ordinary income	$	11,292,081	$	10,895,600
Long-term capital gains		51,950,236		33,611,794

Total distributions paid	$	63,242,317	$	44,507,394


AB Small-Mid Cap Growth	2015		2014
Distributions paid from:
Ordinary income	$	2,513,207	$	1,668,154
Long-term capital gains		48,831,561		60,077,034

Total distributions paid	$	51,344,768	$	61,745,188


AB Multi-Asset Real Return	2015		2014
Distributions paid from:
Ordinary income	$	28,954,469	$	22,422,067

Total distributions paid	$	28,954,469	$	22,422,067


AB Volatility Management	2015		2014
Distributions paid from:
Ordinary income	$	69,377,411	$	110,905,951
Long-term capital gains		37,288,177		49,282,572

Total distributions paid	$	106,665,588	$	160,188,523

As of August 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:


Portfolio	Undistributed Ordinary Income		Undistributed Long-Term Gains			Accumulated Capital and Other Losses^(a)			Unrealized Appreciation/ (Depreciation)^(b)			Total Accumulated Earnings/ (Deficit)^(c)
AB U.S. Value	$	2,426,834	$	– 0	–	$	(304,888,572	)	$	46,281,594		$	(256,180,144	)
AB U.S. Large Cap Growth		6,180,124		71,338,903			– 0	–		102,849,359			180,368,386
AB International Value		15,412,104		– 0	–		(428,884,112	)		(27,685,156	)		(441,157,164	)
AB International Growth		3,235,297		– 0	–		(341,955,002	)		10,742,339			(327,977,366	)
AB Short Duration Bond		521,735		– 0	–		(70,905,940	)		(1,696,771	)		(72,080,976	)
AB Global Core Bond		23,844,568		– 0	–		(8,069,949	)		(16,923,180	)		(1,148,561	)
AB Bond Inflation Protection		16,323,558		– 0	–		(5,726,304	)		(21,974,710	)		(11,377,456	)
AB High-Yield		5,739,370		– 0	–		(14,148,980	)		(15,763,913	)		(24,173,523	)
AB Small-Mid Cap Value		1,007,473		27,468,395			– 0	–		29,717,622			58,193,490


346		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Portfolio	Undistributed Ordinary Income		Undistributed Long-Term Gains			Accumulated Capital and Other Losses^(a)			Unrealized Appreciation/ (Depreciation)^(b)			Total Accumulated Earnings/ (Deficit)^(c)
AB Small-Mid Cap Growth	$	544,418	$	33,482,473		$	– 0	–	$	61,795,591		$	95,822,482
AB Multi-Asset Real Return		21,129,639		– 0	–		(290,382,766	)		(288,507,806	)		(557,760,933	)
AB Volatility Management		35,186,722		26,870,152			– 0	–		143,322,078			205,378,952

^(a)

As of August 31, 2015 certain Portfolios had capital loss carryforwards for federal income tax purposes. During the fiscal year ended August 31, 2015 AB U.S. Value Portfolio, AB International Value Portfolio, AB International Growth Portfolio and AB High Yield Portfolio utilized capital loss carryforwards of $66,186,422, $23,677,098, $5,938,664 and $2,129,413, respectively, to offset current year net realized gains. Additionally, AB Short Duration Bond Portfolio had $3,562,331 of capital loss carryforwards expire during the fiscal year. At August 31, 2015 AB Short Duration Bond Portfolio, AB Global Core Bond Portfolio, AB Bond Inflation Protection Portfolio, AB High-Yield Portfolio and AB Multi-Asset Real Return Portfolio deferred straddle losses of $610,095, $7,338,294, $6,484, $7,112 and $163,901, respectively. At August 31, 2015 AB U.S. Value Portfolio, AB International Growth Portfolio, AB Global Core Bond Portfolio and AB High-Yield Portfolio had post-October short-term capital loss deferrals of $1,088,105, $4,426,793, $731,655 and $1,651,360, respectively. These losses are deemed to arise on September 1, 2015.

^(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps and passive foreign investment companies (PFICs), the realization for tax purposes of gains/losses on certain derivative instruments, the tax treatment of partnership investments and Treasury inflation-protected securities, return of capital distributions received from underlying securities, the tax treatment of a restructured investment, and the tax treatment of earnings from a wholly-owned subsidiary.

^(c)

The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of defaulted securities and the tax treatment of earnings from a wholly-owned subsidiary..

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

As of August 31, 2015, the following Portfolios had net capital loss carryforwards which will expire as follows:


Portfolio	Short-Term Amount		Long-Term Amount		Expiration
AB U.S. Value	$	303,800,467		n/a		2018
AB International Value		51,400,581		n/a		2017
AB International Value		325,801,637		n/a		2018


AB POOLING PORTFOLIOS •			347

Notes to Financial Statements


Portfolio	Short-Term Amount		Long-Term Amount		Expiration
AB International Value	$	25,033,617	$	26,648,277		No expiration
AB International Growth		34,597,465		n/a		2017
AB International Growth		302,930,744		n/a		2018
AB Short Duration Bond		1,756,801		n/a		2016
AB Short Duration Bond		19,308,695		n/a		2017
AB Short Duration Bond		11,669,892		n/a		2018
AB Short Duration Bond		8,417,896		n/a		2019
AB Short Duration Bond		3,740,656		25,401,905		No expiration
AB Bond Inflation Protection		5,719,820		n/a		No expiration
AB High-Yield		12,490,508		n/a		2018
AB Multi-Asset Real Return		232,200,875		n/a		2018
AB Multi-Asset Real Return		37,320,905		20,697,085		No expiration

During the current fiscal year, most of the Portfolios had adjustments due to permanent differences. Permanent differences have no effect on net assets. The effect of such permanent differences on each Portfolio—primarily due to reclassifications of foreign currency and foreign capital gains tax, the tax treatment of passive foreign investment companies (PFICs) and Treasury inflation-protected securities, return of capital distributions received from underlying securities, the utilization of a net operating loss to offset capital gains, the tax treatment of swaps and partnership investments, paydown gain/loss reclassifications, the tax treatment of proceeds from the sale of restructured securities, the redesignation of dividends, the tax treatment of offering costs and clearing fees, the expiration of capital loss carryforwards, contributions from the Advisor, the tax treatment of gains from redemptions-in-kind, the utilization of earnings and profits distributed to shareholders on redemption of shares, and the tax treatment of earnings from a wholly-owned subsidiary—is reflected as an adjustment to the components of capital as of August 31, 2015 as shown below:

Portfolio

Increase (Decrease)
to Additional
Paid-In Capital

Increase (Decrease)
to Undistributed
Net Investment
Income (Loss)

Increase (Decrease)
to Accumulated
Net Realized
Gain (Loss) on
Investment and
Foreign Currency
Transactions

AB U.S. Value

1,717

–0

–

(1,717

)

AB U.S. Large Cap Growth

– 0

–

– 0

–

– 0

–


348		• AB POOLING PORTFOLIOS

Notes to Financial Statements


Portfolio	Increase (Decrease) to Additional Paid-In Capital			Increase (Decrease) to Undistributed Net Investment Income (Loss)			Increase (Decrease) to Accumulated Net Realized Gain (Loss) on Investment and Foreign Currency Transactions
AB International Value	$	– 0	–	$	4,419,177		$	(4,419,177	)
AB International Growth		– 0	–		(1,295,489	)		1,295,489
AB Short Duration Bond		(3,562,331	)		1,235,149			2,327,182
AB Global Core Bond		– 0	–		43,569,263			(43,569,263	)
AB Bond Inflation Protection		– 0	–		6,912,529			(6,912,529	)
AB High-Yield		– 0	–		2,554,310			(2,554,310	)
AB Small-Mid Cap Value		– 0	–		– 0	–		– 0	–
AB Small-Mid Cap Growth		– 0	–		1,165,209			(1,165,209	)
AB Multi-Asset Real Return		(103,906,538	)		14,062,819			89,843,719
AB Volatility Management		4,326,805			20,211,291			(24,538,096	)

NOTE H

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 Portfolios’ financial statements through this date.


AB POOLING PORTFOLIOS •			349

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


	AB U.S. Value
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 13.46			$ 10.96			$ 8.73			$ 7.97			$ 7.18

Income From Investment Operations
Net investment income^(a)		.28			.32			.24			.23			.18
Net realized and unrealized gain (loss) on investment transactions		(.83	)		2.50			2.23			.76			.77

Net increase (decrease) in net asset value from operations		(.55	)		2.82			2.47			.99			.95

Less: Dividends
Dividends from net investment income		(.28	)		(.32	)		(.24	)		(.23	)		(.16	)

Net asset value, end of period		$ 12.63			$ 13.46			$ 10.96			$ 8.73			$ 7.97

Total Return
Total investment return based on net asset value^(b)		(4.21	)%*		26.10	%*		28.67	%*		12.75	%*		13.21	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$449			$539			$1,113			$1,173			$1,943
Ratio to average net assets of:
Expenses		.05	%		.03	%		.02	%		.02	%		.01	%⁺
Net investment income		2.06	%		2.65	%		2.44	%		2.75	%		2.14	%⁺
Portfolio turnover rate		52	%		43	%		53	%		40	%		65	%

See footnote summary on page 362.


350		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB U.S. Large Cap Growth
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 16.78			$ 14.53			$ 12.30			$ 10.66			$ 8.94

Income From Investment Operations
Net investment income^(a)		.11			.12			.12			.12			.12
Net realized and unrealized gain on investment transactions		1.46			3.91			2.20			1.67			1.70

Net increase in net asset value from operations		1.57			4.03			2.32			1.79			1.82

Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.14	)		(.09	)		(.15	)		(.10	)
Distributions from net realized gain on investment transactions		(5.63	)		(1.64	)		– 0	–		– 0	–		– 0	–

Total dividends and distributions		(5.76	)		(1.78	)		(.09	)		(.15	)		(.10	)

Net asset value, end of period		$ 12.59			$ 16.78			$ 14.53			$ 12.30			$ 10.66

Total Return
Total investment return based on net asset value^(b)		11.22	%*		29.19	%		18.92	%		16.99	%*		20.35	%*
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$454			$538			$1,123			$1,173			$1,953
Ratio to average net assets of:
Expenses		.05	%		.03	%		.02	%		.02	%		.02	%⁺
Net investment income		.84	%		.79	%		.87	%		1.10	%		1.09	%⁺
Portfolio turnover rate		56	%		59	%		57	%		85	%		91	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			351

Financial Highlights

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


	AB International Value
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 8.32			$ 7.46			$ 6.39			$ 6.98			$ 6.93

Income From Investment Operations
Net investment income^(a)		.20			.31			.23			.23			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.89	)		1.01			.98			(.70	)		.13

Net increase (decrease) in net asset value from operations		(.69	)		1.32			1.21			(.47	)		.37

Less: Dividends
Dividends from net investment income		(.58	)		(.46	)		(.14	)		(.12	)		(.32	)

Net asset value, end of period		$ 7.05			$ 8.32			$ 7.46			$ 6.39			$ 6.98

Total Return
Total investment return based on net asset value^(b)		(8.59	)%		18.14	%		19.15	%		(6.69	)%		4.82	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$372			$450			$947			$986			$984
Ratio to average net assets of:
Expenses^(c)		.08	%		.05	%		.05	%		.04	%		.04	%⁺
Net investment income		2.60	%		3.84	%		3.16	%		3.56	%		3.00	%⁺
Portfolio turnover rate		69	%		65	%		58	%		61	%		58	%

See footnote summary on page 362.


352		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB International Growth
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 9.50			$ 8.27			$ 7.54			$ 8.27			$ 8.18

Income From Investment Operations
Net investment income^(a)		.15			.19			.20			.18			.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(1.18	)		1.19			.59			(.78	)		.26

Net increase (decrease) in net asset value from operations		(1.03	)		1.38			.79			(.60	)		.45

Less: Dividends
Dividends from net investment income		(.14	)		(.15	)		(.06	)		(.13	)		(.36	)

Net asset value, end of period		$ 8.33			$ 9.50			$ 8.27			$ 7.54			$ 8.27

Total Return
Total investment return based on net asset value^(b)		(10.86	)%		16.89	%		10.53	%		(7.19	)%		5.15	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$375			$447			$941			$999			$1,022
Ratio to average net assets of:
Expenses		.09	%		.05	%		.04	%		.04	%		.04	%⁺
Net investment income		1.72	%		2.13	%		2.40	%		2.36	%		2.15	%⁺
Portfolio turnover rate		52	%		61	%		55	%		93	%		73	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			353

Financial Highlights

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


	AB Short Duration Bond
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 9.44			$ 9.42			$ 9.56			$ 9.59			$ 9.56

Income From Investment Operations
Net investment income^(a)		.09			.10			.09			.12			.17
Net realized and unrealized gain (loss) on investment transactions		(.01	)		.04	^†		(.08	)		– 0	–		.05

Net increase in net asset value from operations		.08			.14			.01			.12			.22

Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.12	)		(.15	)		(.15	)		(.19	)
Tax return of capital		– 0	–		(.00	)^(d)		– 0	–		– 0	–		– 0	–

Total dividends and distributions		(.09	)		(.12	)		(.15	)		(.15	)		(.19	)

Net asset value, end of period		$ 9.43			$ 9.44			$ 9.42			$ 9.56			$ 9.59

Total Return
Total investment return based on net asset value^(b)		.90	%		1.45	%		.14	%*		1.24	%		2.36	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$898			$962			$936			$933			$1,286
Ratio to average net assets of:
Expenses^(c)		.04	%		.03	%		.03	%		.03	%		.05	%⁺
Net investment income		.90	%		1.06	%		.94	%		1.26	%		1.75	%⁺
Portfolio turnover rate		71	%		47	%		114	%		129	%		88	%

See footnote summary on page 362.


354		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB Global Core Bond
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 10.52			$ 10.18			$ 11.00			$ 10.88			$ 10.78

Income From Investment Operations
Net investment income^(a)		.26			.29			.29			.33			.41
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.04	)		.41			(.38	)		.40			.15

Net increase (decrease) in net asset value from operations		.22			.70			(.09	)		.73			.56

Less: Dividends and Distributions
Dividends from net investment income		(.52	)		(.34	)		(.37	)		(.34	)		(.43	)
Distributions from net realized gain on investment transactions		(.18	)		(.02	)		(.36	)		(.27	)		(.03	)

Total dividends and distributions		(.70	)		(.36	)		(.73	)		(.61	)		(.46	)

Net asset value, end of period		$ 10.04			$ 10.52			$ 10.18			$ 11.00			$ 10.88

Total Return
Total investment return based on net asset value^(b)		2.15	%		7.05	%		(.94	)%*		6.98	%^††		5.38	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$931			$1,032			$1,041			$1,124			$1,307
Ratio to average net assets of:
Expenses^(c)		.04	%		.03	%		.03	%		.03	%		.03	%⁺
Net investment income		2.56	%		2.86	%		2.77	%		2.99	%		3.87	%⁺
Portfolio turnover rate		150	%		169	%		116	%		163	%		114	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			355

Financial Highlights

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


	AB Bond Inflation Protection
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 10.25			$ 10.15			$ 11.22			$ 11.46			$ 10.70

Income From Investment Operations
Net investment income^(a)		.12			.33			.32			.38			.68
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.40	)		.22			(.69	)		.32			.40

Net increase (decrease) in net asset value from operations		(.28	)		.55			(.37	)		.70			1.08

Less: Dividends and Distributions
Dividends from net investment income		(.33	)		(.14	)		(.52	)		(.72	)		(.32	)
Distributions from net realized gain on investment transactions		– 0	–		(.31	)		(.18	)		(.22	)		– 0	–

Total dividends and distributions		(.33	)		(.45	)		(.70	)		(.94	)		(.32	)

Net asset value, end of period		$ 9.64			$ 10.25			$ 10.15			$ 11.22			$ 11.46

Total Return
Total investment return based on net asset value^(b)		(2.73	)%		5.63	%		(3.70	)%		6.59	%		10.28	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$717,018			$776,378			$753,515			$792,721			$712,731
Ratio to average net assets of:
Expenses^(c)		.13	%		.08	%		.13	%		.11	%		.12	%⁺
Net investment income		1.24	%		3.22	%		3.00	%		3.44	%		6.21	%⁺
Portfolio turnover rate		56	%		72	%		49	%		52	%		39	%

See footnote summary on page 362.


356		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB High-Yield
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 10.90			$ 10.38			$ 10.31			$ 9.71			$ 9.85

Income From Investment Operations
Net investment income^(a)		.67			.72			.75			.76			.87
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.91	)		.53			.18			.53			(.08	)
Contributions from Affiliates		– 0	–		– 0	–		.00			– 0	–		.00	^(d)

Net increase (decrease) in net asset value from operations		(.24	)		1.25			.93			1.29			.79

Less: Dividends
Dividends from net investment income		(.74	)		(.73	)		(.86	)		(.69	)		(.93	)

Net asset value, end of period		$ 9.92			$ 10.90			$ 10.38			$ 10.31			$ 9.71

Total Return
Total investment return based on net asset value^(b)		(2.27	)%*		12.44	%		9.24	%		13.95	%		8.07	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$322,839			$364,934			$366,553			$397,208			$482,423
Ratio to average net assets of:
Expenses^(c)		.13	%		.11	%		.09	%		.07	%		.07	%⁺
Net investment income^.		6.45	%		6.68	%		7.15	%		7.87	%		8.53	%⁺
Portfolio turnover rate		51	%		54	%		63	%		57	%		55	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			357

Financial Highlights

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


	AB Small-Mid Cap Value
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 14.28			$ 13.09			$ 11.72			$ 10.38			$ 9.08

Income From Investment Operations
Net investment income^(a)		.15			.22			.18			.16			.15
Net realized and unrealized gain (loss) on investment transactions		(.35	)		2.89			2.94			1.30			1.30

Net increase (decrease) in net asset value from operations		(.20	)		3.11			3.12			1.46			1.45

Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.20	)		(.26	)		(.12	)		(.15	)
Distributions from net realized gain on investment transactions		(2.64	)		(1.72	)		(1.49	)		– 0	–		– 0	–

Total dividends and distributions		(2.81	)		(1.92	)		(1.75	)		(.12	)		(.15	)

Net asset value, end of period		$ 11.27			$ 14.28			$ 13.09			$ 11.72			$ 10.38

Total Return
Total investment return based on net asset value^(b)		(1.38	)%		25.46	%*		29.94	%		14.21	%		15.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$281,724			$323,134			$311,954			$328,749			$497,049
Ratio to average net assets of:
Expenses		.08	%		.06	%		.06	%		.05	%		.04	%⁺
Net investment income		1.23	%		1.62	%		1.48	%		1.47	%		1.36	%⁺
Portfolio turnover rate		40	%		50	%		49	%		52	%		65	%

See footnote summary on page 362.


358		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB Small-Mid Cap Growth
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 12.56			$ 13.16			$ 13.23			$ 16.09			$ 11.77

Income From Investment Operations
Net investment income^(a)		.00	^(d)		.06			.09			.08			.07
Net realized and unrealized gain on investment transactions		.42			2.03			2.62			2.15			4.32

Net increase in net asset value from operations		.42			2.09			2.71			2.23			4.39

Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.07	)		(.09	)		(.09	)		(.07	)
Distributions from net realized gain on investment transactions		(1.97	)		(2.62	)		(2.69	)		(5.00	)		– 0	–

Total dividends and distributions		(2.04	)		(2.69	)		(2.78	)		(5.09	)		(.07	)

Net asset value, end of period		$ 10.94			$ 12.56			$ 13.16			$ 13.23			$ 16.09

Total Return
Total investment return based on net asset value^(b)		3.92	%		17.04	%*		25.85	%*		17.77	%*		37.31	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$279,873			$322,200			$316,708			$328,634			$504,936
Ratio to average net assets of:
Expenses		.09	%		.07	%		.06	%		.06	%		.04	%⁺
Net investment income		.01	%		.51	%		.70	%		.55	%		.43	%⁺
Portfolio turnover rate		55	%		65	%		72	%		68	%		75	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			359

Financial Highlights

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


	AB Multi-Asset Real Return**
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 8.95			$ 8.25			$ 8.67			$ 9.13			$ 8.57

Income From Investment Operations
Net investment income^(a)		.16			.19			.17			.18			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(2.58	)		.75			(.31	)		(.25	)		1.06
Contributions from Affiliates		.00	^(d)		.00	^(d)		.00	^(d)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(2.42	)		.94			(.14	)		(.07	)		1.30

Less: Dividends
Dividends from net investment income		(.26	)		(.24	)		(.28	)		(.39	)		(.74	)

Net asset value, end of period		$ 6.27			$ 8.95			$ 8.25			$ 8.67			$ 9.13

Total Return
Total investment return based on net asset value^(b)		(27.40	)%		11.48	%		(1.69	)%		(.45	)%*		15.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$832,827			$800,178			$724,226			$547,929			$937,281
Ratio to average net assets of:
Expenses		.07	%		.07	%		.06	%		.06	%		.05	%⁺
Net investment income		2.13	%		2.17	%		1.89	%		2.11	%		2.52	%⁺
Portfolio turnover rate		45	%		76	%		126	%		110	%		156	%

See footnote summary on page 362.


360		• AB POOLING PORTFOLIOS

Financial Highlights

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


	AB Volatility Management
	Year Ended August 31,
	2015			2014			2013			2012			2011


Net asset value, beginning of period		$ 12.53			$ 11.38			$ 10.24			$ 10.27			$ 9.31

Income From Investment Operations
Net investment income^(a)		.24			.24			.15			.07			.09	^(e)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.63	)		2.10			1.11			.24			1.36

Net increase (decrease) in net asset value from operations		(.39	)		2.34			1.26			.31			1.45

Less: Dividends and Distributions
Dividends from net investment income		(.37	)		(.37	)		(.12	)		(.06	)		(.08	)
Distributions from net realized gain on investment transactions		(.55	)		(.82	)		– 0	–		(.28	)		(.41	)

Total dividends and distributions		(.92	)		(1.19	)		(.12	)		(.34	)		(.49	)

Net asset value, end of period		$ 11.22			$ 12.53			$ 11.38			$ 10.24			$ 10.27

Total Return
Total investment return based on net asset value^(b)		(3.35	)%		21.69	%		12.40	%		3.10	%		15.61	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,278			$1,494			$1,590			$1,688			$284
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.05	%		.05	%		.05	%		.04	%		.15	%⁺
Expenses, before waivers/reimbursements		.05	%		.05	%		.05	%		.04	%		.16	%⁺
Net investment income		2.01	%		2.04	%		1.40	%		.68	%		.88	%^+(e)
Portfolio turnover rate		13	%		41	%		80	%		130	%		81	%

See footnote summary on page 362.


AB POOLING PORTFOLIOS •			361

Financial Highlights

(a)

Based on average shares outstanding.

(b)

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. 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.

(c)

The expense ratios presented below exclude interest expense where applicable:

Year Ended August 31,

2015

2014

2013

2012

2011

AB International Value Portfolio

Expenses

N/A

.05

N/A

AB Short Duration Bond Portfolio

Expenses

N/A

.03

N/A

AB Global Core Bond Portfolio

Expenses

N/A

.03

N/A

AB Bond Inflation Protection Portfolio

Expenses

.05

.04

%⁺

AB High-Yield Portfolio

Expenses

N/A

.09

N/A

⁺

(d)

Amount is less than $0.005.

(e)

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

Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the performance for the AB U.S. Value Portfolio for years ended August 31, 2015, August 31, 2014, August 31, 2013 and August 31, 2012 by 0.34%, 0.04%, 0.08% and 0.01%, respectively, AB U.S. Large Cap Growth Portfolio for the years ended August 31, 2015, August 31, 2012 and August 31, 2011 by 0.01%, 0.02% and 0.01%, respectively, AB Short Duration Bond Portfolio for the year ended August 31, 2013 by 0.02%, AB Global Core Bond for the year ended August 31, 2013 by 0.01%, AB Small-Mid Cap Value Portfolio for the year ended August 31, 2014 by 0.04%, AB Small-Mid Cap Growth Portfolio for the years ended August 31, 2014, August 31, 2013, August 31, 2012 and August 31, 2011 by 0.08%, 0.14%, 0.01% and 0.01%, respectively, AB High Yield Portfolio for the year ended August 31, 2015 by 0.09% and AB Multi-Asset Real Return Portfolio for the year ended August 31, 2012 by 0.01%.

Consolidated (see Note A).

†

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

††

Includes the Adviser’s reimbursement in respect of the Lehman Bankruptcy Claim which contributed to the Portfolio’s performance by 0.09% for the year-ended August 31, 2012.

The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.


362		• AB POOLING PORTFOLIOS

Financial Highlights

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of The AB Pooling Portfolios

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of The AB Pooling Portfolios, formerly The AllianceBernstein Pooling Portfolios (comprising, respectively, the AB U.S. Value Portfolio, AB U.S. Large Cap Growth Portfolio, AB International Value Portfolio, AB International Growth Portfolio, AB Short Duration Bond Portfolio, AB Global Core Bond Portfolio, AB Bond Inflation Protection Portfolio, AB High-Yield Portfolio, AB Small-Mid Cap Value Portfolio, AB Small-Mid Cap Growth Portfolio, AB Multi-Asset Real Return Portfolio, and AB Volatility Management Portfolio, formerly the AllianceBernstein U.S. Value Portfolio, the AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Global Core Bond Portfolio, AllianceBernstein Bond Inflation Protection Portfolio, AllianceBernstein High-Yield Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein Multi-Asset Real Return Portfolio, and AllianceBernstein Volatility Management Portfolio, respectively) (the “Fund”), as of August 31, 2015, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the statement of cash flows for the year then ended for AB Bond Inflation Protection Portfolio. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2015 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.


AB POOLING PORTFOLIOS •			363

Report of Independent Registered Public Accounting Firm

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective portfolios constituting The AB Pooling Portfolios at August 31, 2015, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the cash flows for AB Bond Inflation Protection Portfolio for the year then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

October 30, 2015


364		• AB POOLING PORTFOLIOS

Report of Independent Registered Public Accounting Firm

FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by each applicable Portfolio during the taxable year ended August 31, 2015. For corporate shareholders, the following percentages of dividends paid by each Portfolio qualify for the dividends received deduction. Additionally, for foreign shareholders the following percentages of dividends paid by each Portfolio may be considered to be qualifying to be taxed as interest-related dividends.


Portfolio	Dividends Received Deduction % (corporate shareholders)			% of Qualified Interest Income (foreign shareholders)
AB U.S. Value		85.95	%		0.00	%
AB U.S. Large Cap Growth		27.24	%		0.00	%
AB International Value		0.00	%		0.00	%
AB International Growth		0.00	%		0.00	%
AB Short Duration Bond		0.00	%		94.11	%
AB Global Core Bond		0.00	%		21.25	%
AB Bond Inflation Protection		0.00	%		86.88	%
AB High-Yield		3.33	%		55.14	%
AB Small-Mid Cap Value		42.64	%		0.00	%
AB Small-Mid Cap Growth		63.90	%		0.00	%
AB Multi-Asset Real Return		11.47	%		1.30	%
AB Volatility Management		12.88	%		0.00	%

For the taxable year ended August 31, 2015, each Portfolio designates the following amounts as the maximum amount that may be considered qualified dividend income for individual shareholders:


Portfolio	Qualified Dividend Income
AB U.S. Value	$	10,125,216
AB U.S. Large Cap Growth		4,290,924
AB International Value		6,519,353
AB International Growth		5,354,657
AB Short Duration Bond		– 0	–
AB Global Core Bond		– 0	–
AB Bond Inflation Protection		– 0	–
AB High-Yield		822,836
AB Small-Mid Cap Value		2,855,779
AB Small-Mid Cap Growth		1,011,581
AB Multi-Asset Real Return		9,652,588
AB Volatility Management		18,967,869

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2016.


AB POOLING PORTFOLIOS •			365

TRUSTEES


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

OFFICERS⁽²⁾
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Bruce K. Aronow, Vice President Takeo Aso, Vice President Frank V. Caruso, Vice President Vinod Chathlani, Vice President Sergey Davalchenko, Vice President Jon P. Denfeld, Vice President Paul J. DeNoon, Vice President Scott A. DiMaggio, Vice President Gershon M. Distenfeld, Vice President Vincent C. DuPont, Vice President John H. Fogarty, Vice President Rajen B. Jadav, Vice President Shawn E. Keegan, Vice President N. Kumar Kirpalani, Vice President Samantha S. Lau, Vice President Avi Lavi, Vice President Daniel J. Loewy, Vice President James W. MacGregor, Vice President		Alison M. Martier, Vice President Christopher W. Marx, Vice President Michael L. Mon, Vice President Joseph G. Paul, Vice President Douglas J. Peebles, Vice President Gregory L. Powell, Vice President Jonathan E. Ruff, Vice President Laurent Saltiel, Vice President Ashish C. Shah, Vice President Matthew S. Sheridan, Vice President Kevin F. Simms, Vice President Shri Singhvi, Vice President Wen-Tse Tseng, Vice President Greg J. Wilensky, Vice President Vadim Zlotnikov, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

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


366		• AB POOLING PORTFOLIOS

Trustees

(1)

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

(2)

The management of, and investment decisions for, the AB Multi-Asset Real Return Portfolio are made by the Real Asset Strategy Team. Messrs. Loewy, Zlotnikov and Chathlani are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AB U.S. Value Portfolio are made by the U.S. Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. Christopher W. Marx and Mr. Gregory L. Powell are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AB Small-Mid Cap Value Portfolio are made by the Small-Mid Cap Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. James W. MacGregor and Mr. Shri Singhvi are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AB International Value Portfolio are made by the International Value Senior Investment Management Team. Mr. Takeo Aso, Mr. Avi Lavi and Mr. Kevin F. Simms are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AB U.S. Large Cap Growth Portfolio are made by the U.S. Large Cap Growth Team. Mr. Frank V. Caruso, Mr. Vincent C. DuPont and Mr. John H. Fogarty are the senior most members of the team.

The management of, and investment decisions for, the AB Small-Mid Cap Growth Portfolio are made by the Small/Mid Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng are the senior most members of the team.

The management of, and investment decisions for, the AB International Growth Portfolio are made by the International Growth Team. Mr. Sergey Davalchenko and Mr. Laurent Saltiel are the senior most members of the team.

The management of, and investment decisions for, the AB Short Duration Bond Portfolio are made by the U.S. Multi Sector Fixed Income Team. Mr. Jon P. Denfeld, Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the senior most members of the team.

The management of, and investment decisions for, the AB Global Core Bond Portfolio are made by the U.S. Global Fixed Income Investment Team. Mr. Paul J. DeNoon, Mr. Scott A. DiMaggio, Mr. Michael L. Mon, Mr. Douglas J. Peebles and Mr. Matthew S. Sheridan are the senior most members of the team.

The management of, and investment decisions for, the AB High-Yield Portfolio are made by the Global Credit Investment Team. Mr. Gershon M. Distenfeld, Mr. Douglas J. Peebles and Mr. Ashish C. Shah are the senior most members of the team.

Mr. Rajen B. Jadav, Mr. Shawn E. Keegan and Mr. Greg J. Wilensky are primarily responsible for the day-to-day management of the AB Bond Inflation Protection Portfolio.

The day-to-day management of, and investment decisions for, the AB Volatility Management Portfolio are made by the Adviser’s Dynamic Asset Allocation Team. Mr. Daniel J. Loewy and Mr. Vadim Zlotnikov are primarily responsible for the day-to-day management of the Portfolio.


AB POOLING PORTFOLIOS •			367

Trustees

MANAGEMENT OF THE FUND

Trustee Information

The business and affairs of the Trust are managed under the direction of the Trustees. Certain information concerning the Trustees of the Trust is set forth below.


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 55 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		121	None


368		• AB POOLING PORTFOLIOS

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 74 (2005)	Private Investor since prior to 2010. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		121	Xilinx, Inc. (programmable logic semi-conductors) since 2007

John H. Dobkin, ## 73 (2005)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		121	None


AB POOLING PORTFOLIOS •			369

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		121	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010

William H. Foulk, Jr., ## 83 (2005)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		121	None


370		• AB POOLING PORTFOLIOS

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
D. James Guzy, ## 79 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He has served as a director or trustee of one or more of the AB Funds since 1982.		121	None

Nancy P. Jacklin, ## 67 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		121	None


AB POOLING PORTFOLIOS •			371

Management of the Fund


NAME, ADDRESS, AGE, (YEAR FIRST ELECTED*)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 63 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		121	None

Earl D. Weiner, ## 76 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		121	None


372		• AB POOLING PORTFOLIOS

Management of the Fund

The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

There is no stated term of office for the Fund’s Trustees.

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Fund.

Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

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


AB POOLING PORTFOLIOS •			373

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.


NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 55	President and Chief Executive Officer	See biography above.

Philip L. Kirstein 70	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.

Bruce K. Aronow 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Takeo Aso 50	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Frank V. Caruso 59	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Sergey Davalchenko 40	Vice President	Senior Vice President of the Adviser,** with which he has been associated since January 2011. In early 2012, he also became a Portfolio Manager for Emerging Markets Growth. Previously, he was a senior international analyst at Global Currents Investment Management, a subsidiary of Legg Mason from April 2008 to January 2011. Prior thereto, he was associated with Fenician Capital Management since prior to 2010.

Vinod S. Chathlani 32	Vice President	Assistant Vice President of the Adviser** with which he has been associated since December 2013. Prior thereto, he was a risk analyst at Oppenheimer Funds and a corporate investment strategist at Reliance Communications (India) since prior to 2010.

Paul J. DeNoon 53	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Jon P. Denfeld 45	Vice President	Vice President of the Adviser,** with which he has been associated since prior to 2010.


374		• AB POOLING PORTFOLIOS

Management of the Fund


NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Scott A. DiMaggio 44	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Gershon M. Distenfeld 39	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Vincent C. DuPont 53	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

John H. Fogarty 45	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Rajen B. Jadav 40	Vice President	Vice President of the Adviser,** with which he has been associated since prior to 2010.

Shawn E. Keegan 44	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

N. Kumar Kirpalani 61	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Samantha S. Lau 43	Vice President	Senior Vice President of the Adviser,** with which she has been associated since prior to 2010.

Avi Lavi 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Daniel J. Loewy 41	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

James W. MacGregor 48	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Alison M. Martier 58	Vice President	Senior Vice President of the Adviser,** with which she has been associated since prior to 2010.

Christopher W. Marx 48	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Michael L. Mon 46	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Joseph G. Paul 55	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.


AB POOLING PORTFOLIOS •			375

Management of the Fund


NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Douglas J. Peebles 50	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Gregory L. Powell 56	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Laurent Saltiel 45	Vice President	Senior Vice President of the Adviser,** with which he has been associated since June 2010. Prior thereto, he had been associated with Janus Capital as an international portfolio manager. since prior to 2010.

Ashish C. Shah 45	Vice President	Senior Vice President and Head of Global Credit of the Adviser** with which he has been associated since May 2010. Previously, he was a Managing Director and Head of Global Credit Strategy at Barclays Capital from September 2008 until May 2010. Prior thereto, he served as the Head of Credit Strategy at Lehman Brothers, heading the Structured Credit/CDO and Credit Strategy groups since prior to 2010.

Matthew S. Sheridan 40	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Kevin F. Simms 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Shri Singhvi 41	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Wen-Tse Tseng 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Greg J. Wilensky 48	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Vadim Zlotnikov 53	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.

Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel, and Assistant Secretary of ABI,** with which she has been associated since prior to 2010.

Joseph J. Mantineo 56	Treasurer and Chief Financial Officer	Senior Vice President of ABIS,** with which he has been associated since prior to 2010.


376		• AB POOLING PORTFOLIOS

Management of the Fund


NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Phyllis J. Clarke 54	Controller	Vice President of ABIS,** with which she has been associated since prior to 2010.

Vincent S. Noto 50	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser since prior to 2010.

The address for each of the Trust’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

The Adviser, ABI and ABIS are affiliates of the Trust.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Trustees and Officers and is available without charge upon request. Contact your financial representative or AB at 1-800-227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.


AB POOLING PORTFOLIOS •			377

Management of the Fund

Information Regarding the Review and Approval of the Advisory Agreement in Respect of Each Portfolio

The disinterested trustees (the “trustees”) of The AB Pooling Portfolios (the “Trust”) unanimously approved the continuance of the Trust’s Advisory Agreement with the Adviser in respect of each of the equity portfolios listed below (each, a “Portfolio” and collectively, the “Portfolios”) at a meeting held on May 4-7, 2015:

•

AB U.S. Value Portfolio

•

AB U.S. Large Cap Growth Portfolio

•

AB Multi-Asset Real Return Portfolio (formerly named AB Global Real Estate Investment Portfolio)

•

AB International Value Portfolio

•

AB International Growth Portfolio

•

AB Small-Mid Cap Value Portfolio

•

AB Small-Mid Cap Growth Portfolio

•

AB Volatility Management Portfolio

Prior to approval of the continuance of the Advisory Agreement in respect of each Portfolio, the trustees 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 trustees also reviewed an independent evaluation prepared by the Trust’s Senior Officer (who is also the Trust’s Independent Compliance Officer) of the reasonableness of the advisory fee in respect of each Portfolio, in which the Senior Officer concluded that the contractual fee (zero) for each Portfolio was reasonable. The trustees also discussed the proposed continuances in private sessions with counsel and the Trust’s Senior Officer.

The trustees noted that the Portfolios are designed as investment vehicles for registered investment companies sponsored by, and certain other institutional clients of, the Adviser that seek a blend of asset classes (the institutional clients, including the registered investment companies, are all referred to as the “Pooling Investors”). The trustees also noted that no advisory fee is payable by any of the Portfolios, although the Advisory Agreement provides that the Portfolios will reimburse the Adviser for the cost of certain clerical, accounting, administrative and other services provided to the Portfolios by employees of the Adviser or its affiliates, and that a similar reimbursement provision is included in the Adviser’s advisory agreements with most of the open-end AB Funds. The trustees further noted that the Trust acknowledges in the Advisory Agreement that the Adviser will receive compensation for its services to the Portfolios from third parties (e.g., the Pooling Investors). The trustees noted that the current Pooling Investors are certain registered investment companies sponsored by the Adviser and an unaffiliated institutional investor.


378		• AB POOLING PORTFOLIOS

The trustees considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolios gained from their experience as trustees or directors 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 trustees and its responsiveness, frankness and attention to concerns raised by the trustees 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 trustees 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 Portfolios and review extensive materials and information presented by the Adviser.

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

Nature, Extent and Quality of Services Provided

The trustees 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 Portfolios. They also noted the professional experience and qualifications of each Portfolio’s portfolio management team and other senior personnel of the Adviser. The trustees also considered that the Advisory Agreement provides that each Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to such Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the trustees. Reimbursements, to the extent requested and paid in respect of a Portfolio, result in some compensation from such Portfolio to the Adviser. The trustees noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Trust’s Senior Officer. The trustees noted that, to date, they had approved reimbursements from AB Volatility Management Portfolio and had not approved requests for reimbursements in respect of the other Portfolios. The quality of administrative and other services, including the Adviser’s role in


AB POOLING PORTFOLIOS •			379

coordinating the activities of each Portfolio’s other service providers, also was considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each of the Portfolios under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Portfolio (which, as noted above, pays no advisory fee to the Adviser but may reimburse expenses to the Adviser) to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Trust’s Senior Officer. The trustees 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 trustees noted that the methodology took into account that the Adviser was indirectly compensated for its services to the Portfolios by the Pooling Investors. The trustees also noted that the profitability information reflected all revenues and expenses of the Adviser’s relationships with the Portfolios, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolios, and that the profitability methodology attributed revenues and expenses to the Pooling Investors. The trustees recognized that it is difficult to make comparisons of the profitability of the advisory arrangements with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The trustees focused on the profitability of the Adviser’s relationships with the Portfolios before taxes and distribution expenses. The trustees were satisfied that the Adviser’s level of profitability from its relationship with each Portfolio was not unreasonable.

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolios, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolios); 12b-1 fees and sales charges received by the Trust’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of shares of the Pooling Investors that are registered investment companies; and brokerage commissions paid by the Portfolios to brokers affiliated with the Adviser. The trustees noted that while the Adviser’s affiliated transfer agent does not receive fees for providing services to the Portfolios (although it may be reimbursed for its out-of-pocket expenses), such affiliated transfer agent receives fees for providing services to the Pooling Investors. The trustees noted that the Adviser receives fees for advisory, distribution, recordkeeping and other services provided to the institutional Pooling Investor


380		• AB POOLING PORTFOLIOS

and is compensated by the other Pooling Investors for providing advisory services to them. The trustees recognized that the Adviser’s profitability would be lower without these benefits. The trustees understood that the Adviser also might derive reputational and other benefits from its association with the Portfolios.

Investment Results

In addition to the information reviewed by the trustees in connection with the meetings, the trustees receive detailed comparative performance information for each Portfolio at each regular Board meeting during the year. At the May 2015 meeting, the trustees reviewed information prepared by Lipper showing the performance of each Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of each Portfolio as compared with one or more securities indices, in each case for the 1-, 3- and 5-year periods, as applicable, ended February 28, 2015 and (in the case of comparisons with certain indices) the period since inception.

In reviewing the performance information the trustees noted that the Portfolios had a performance advantage in that the performance of virtually all of the Portfolios’ competitors was negatively affected by the fact they pay advisory fees whereas the Portfolios do not.

AB U.S. Value Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 5-year period. The Portfolio outperformed the Russell 1000 Value Index in the 3-year period and lagged it in all other periods. Based on their review, the trustees concluded that the Portfolio’s performance in recent years was satisfactory.

AB U.S. Large Cap Growth Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 1st quintile of the Performance Group and the Performance Universe for the 1-year period, in the 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 3-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio outperformed the Russell 1000 Growth Index in the 1- and 3-year periods and lagged it in the 5-year period and the period since inception. Based on their review, the trustees concluded that the Portfolio’s performance in recent years was satisfactory.


AB POOLING PORTFOLIOS •			381

AB Multi-Asset Real Return Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 5th quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods. The Portfolio outperformed the Morgan Stanley Capital International (MSCI) All Country (AC) World Commodity Producers Index (the “MSCI AC World Commodity Index”) in all periods except the period since inception. It lagged the Financial Times Stock Exchange (FTSE) European Public Real Estate Association (EPRA)/National Association of Real Estate Investment Trusts (NAREIT) Global Real Estate Index on a gross return basis in all periods. The Portfolio outperformed the All Market Real Return Index in the 5-year period and lagged it in all other periods. The trustees also noted that at their September 2010 meeting they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI AC World Commodity Index, and a name change to AllianceBernstein Multi-Asset Real Return Portfolio from AllianceBernstein Global Real Estate Investment Portfolio, effective December 31, 2010. As a result, the trustees gave less weight to the Portfolio’s investment performance prior to December 2010. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance and the appropriateness of the Portfolio’s primary benchmark, the trustees retained confidence in the Adviser’s ability to manage the Portfolio’s assets. The trustees determined to continue to monitor the Portfolio’s performance closely.

AB International Value Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 1st quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods. The Portfolio outperformed the Morgan Stanley Capital International (MSCI) All Country World Index ex-U.S. (Net) in the 1- and 3-year periods and lagged it in the 5-year period and the period since inception. The Portfolio outperformed the MSCI Europe, Australasia and Far East Index (Net) in the 1-year period and lagged it in all other periods. Based on their review, the trustees concluded that the Portfolio’s recent performance was acceptable.

AB International Growth Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods. The Portfolio lagged the Morgan Stanley Capital International (MSCI) All Country (AC) World Index ex U.S. (the Portfolio’s primary index since January 1, 2012) in all periods except in the one-year period; it lagged the MSCI AC World Index ex U.S. Growth (the Portfolio’s secondary index since January 1, 2012) in all periods; and it lagged the MSCI Europe, Australasia and Far East Index (Net), the Portfolio’s prior index,


382		• AB POOLING PORTFOLIOS

in all periods except in the one-year period. Based on their review, the trustees concluded that the Portfolio’s recent performance was acceptable. The trustees determined to continue to monitor the Portfolio’s performance closely.

AB Small-Mid Cap Value Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 4th quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, and in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period. The Portfolio outperformed the Russell 2500 Value Index in all periods. Based on their review, the trustees concluded that the Portfolio’s performance was acceptable.

AB Small-Mid Cap Growth Portfolio

The trustees noted that the Portfolio (May 2005 inception) was in the 5th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 1st quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio lagged the Russell 2500 Growth Index in the 1- and 3-year periods and outperformed it in the 5-year period and the period since inception. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s recent performance, the trustees concluded that the Portfolio’s performance was acceptable.

AB Volatility Management Portfolio

The trustees noted that the Portfolio (April 2010 inception) was in the 2nd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, and 2nd out of 4 of the Performance Group and in the 2nd quintile of the Performance Universe for the 3-year period. The Portfolio outperformed the Morgan Stanley Capital International All Country World Index in the 1-year period and the period since inception, and lagged it in the 3-year period. Based on their review, the trustees concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The trustees considered the advisory fee rate paid by each Portfolio to the Adviser (zero) and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as such Portfolio at a common asset level. The trustees also reviewed certain information showing the advisory fees paid to the Adviser by the Pooling Investors. The trustees 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 trustees noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Pooling Investors for its services to the Portfolios. While the fees


AB POOLING PORTFOLIOS •			383

paid by the Pooling Investors to the Adviser vary, the trustees acknowledged that a portion of those fees may reasonably be viewed as compensating the Adviser for advisory services it provides to each Portfolio (the “implied fee”) and that the Adviser had represented to the Securities and Exchange Commission’s staff and to the Trust’s former counsel that the implied fee rate is the same for all the Pooling Investors. The trustees also noted that the Adviser had undertaken to work with the trustees to develop procedures to enable the trustees to monitor the implied fee rates for the Portfolios and had provided the trustees with information concerning the fees paid by the Pooling Investors.

In considering the fee arrangements (including the payments to the Adviser by the Pooling Investors), the trustees took into account the complexity of investment management for the Portfolios relative to other types of funds, noting, in the case of AB Volatility Management Portfolio, that, in addition to requiring equity management capabilities, the Portfolio also required continual monitoring of the expected risk-return potential for equities and judgments about the timing and extent of defensive moves to fixed income.

Based on their review, the trustees concluded that the advisory arrangements for the Portfolios, including the zero fee aspect of the Advisory Agreement with the Adviser, were satisfactory.

The trustees also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, the trustees reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Trust’s Senior Officer. The trustees recognized that this information was of limited utility in light of the Portfolios’ unusual fee arrangements. The trustees noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedules reviewed by the trustees and that they had previously discussed with the Adviser its policies in respect of such arrangements.

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

The trustees noted that each of AB Multi-Asset Real Return Portfolio and AB Volatility Management Portfolio 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


384		• AB POOLING PORTFOLIOS

SEC. The trustees 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 trustees 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 each such Portfolio (zero) would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

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

Economies of Scale

Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolios, the trustees did not consider the extent to which fee levels in the Advisory Agreement reflect economies of scale. They did note, however, that the fee schedules for the Pooling Investors that are registered investment companies incorporate breakpoints.

AB U.S. Value Portfolio

AB U.S. Large Cap Growth Portfolio

AB Multi-Asset Real Return Portfolio

AB International Value Portfolio

AB International Growth Portfolio

The trustees noted that each Portfolio’s total non-advisory expense ratio was lower than the Expense Group and Expense Universe medians. The trustees concluded that each Portfolio’s non-advisory expense ratio was satisfactory.

AB Small-Mid Cap Value Portfolio

The trustees noted that the Portfolio’s total non-advisory expense ratio was lower than the Expense Group median and higher than the Expense Universe median. The trustees concluded that the Portfolio’s non-advisory expense ratio was satisfactory.


AB POOLING PORTFOLIOS •			385

AB Small-Mid Cap Growth Portfolio

The trustees concluded that the Portfolio’s total non-advisory expense ratio was acceptable, although they noted that it was higher than the Expense Group and Expense Universe medians.

AB Volatility Management Portfolio

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


386		• AB POOLING PORTFOLIOS

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AB Pooling Portfolios (the “Trust” or the “Pooling Portfolios”) in respect of the following Portfolios:²

U.S. Value Portfolio

U.S. Large Cap Growth Portfolio

Multi-Asset Real Return Portfolio³

International Value Portfolio

International Growth Portfolio

Small-Mid Cap Value Portfolio

Small-Mid Cap Growth Portfolio

Volatility Management Portfolio

The Trust, which is designed to facilitate a “blended style” investment approach, represents a variety of asset classes and investment styles, and is available for investment only to institutional clients of the Adviser, including both registered investment companies and large managed separate accounts.

The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer, for the Trustees of the Trust, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees of the Trust to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolios which was provided to

The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Trustees on May 5-7, 2015.

Future references to the Portfolios do not include “AB.” The other Portfolios of the Trust that are not discussed in this evaluation are the fixed-income Pooling Portfolios: Short Duration Bond Portfolio, Global Core Bond (formerly Intermediate Duration Bond Portfolio), Bond Inflation Protected Securities Portfolio (formerly Inflation Protected Securities Portfolio) and High Yield Portfolio.

Effective December 31, 2010, the Portfolio changed its name from Global Real Estate Investment Portfolio and eliminated its policy of investing at least 80% of its net assets in real estate related investments. Also at this time, the Portfolio’s management team changed.


AB POOLING PORTFOLIOS •			387

the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

Possible economies of scale as the Portfolios grow larger; and

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”⁴

PORTFOLIO ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

Under the Investment Advisory Agreement, the Portfolios are not charged an advisory fee. The Portfolios’ Investment Advisory Agreement was amended to provide for reimbursements to the Adviser for providing certain clerical, legal, administrative, and other services; to date, other than Volatility Management Portfolio, the Trustees have not authorized reimbursements under these provisions, although the adviser proposed at the March 11, 2015 meeting that the trustees authorize such reimbursements going forward and presented information on the expense ratio impact of providing such authorization. During the most recently completed fiscal year, Volatility Management Portfolio reimbursed the Adviser in the amount of $47,037 (0.003% of the Portfolio average daily net assets) for providing such services.

Jones v. Harris at 1427.


388		• AB POOLING PORTFOLIOS

The Adviser is compensated by the institutional clients that invest in the Portfolios, which include AB Retirement Strategies (“Retirement Strategies”),⁵ AB Wealth Strategies (“Wealth Strategies”),⁶ Sanford C. Bernstein Fund, Inc.,—Overlay Portfolios (“SCB Overlay Portfolios”)⁷ and the Rhode Island Higher Education Savings Trust (referred to herein as “CollegeBoundfund”). Collectively, these shareholders (the “Institutional Clients”) own 100 percent of the Pooling Portfolios’ total outstanding shares. Set forth below are the advisory fee schedules of the Adviser’s Institutional Clients that invest in the Pooling Portfolios.

AB Blended Style Series, Inc.—AB Retirement Strategies

Each of the Retirement Strategies pays an advisory fee correlated to the percentage of equity investments held by the Retirement Strategy. This fee is discounted by a certain percentage depending on the asset level of the Retirement Strategy as indicated below:


% Invested in Equity Investments		Advisory Fee
Equal to or less than 60%		0.55%
Greater than 60% and less than 80%		0.60%
Equal to or greater than 80%		0.65%


Net Asset Level	Discount
Assets equal to or less than $2.5 billion		n/a
Assets greater than $2.5 billion and less than $5 billion		0.10	%
Assets greater than $5 billion		0.15	%

Accordingly, under the terms of the Investment Advisory Agreement, the Retirement Strategies will pay the Adviser at the following annual rates:


	Average Daily Net Assets
Retirement Strategy	First $2.5 billion			Next $2.5 billion			In excess of $5 billion
Retirement Strategies: 2030, 2035, 2040, 2045, 2050, 2055		0.65	%		0.55	%		0.50	%
Retirement Strategies: 2015, 2020, 2025		0.60	%		0.50	%		0.45	%
Retirement Strategies: 2000, 2005, 2010		0.55	%		0.45	%		0.40	%

Includes AB 2000 Retirement Strategy, AB 2005 Retirement Strategy, AB 2010 Retirement Strategy, AB 2015 Retirement Strategy, AB 2020 Retirement Strategy, AB 2025 Retirement Strategy, AB 2030 Retirement Strategy, AB 2035 Retirement Strategy, AB 2040 Retirement Strategy, AB 2045 Retirement Strategy, AB 2050 Retirement Strategy and AB 2055 Retirement Strategy. Future references to the Retirement Strategies do not include “AB.”

Includes AB Balanced Wealth Strategy, AB Wealth Appreciation Strategy, AB Conservative Wealth Strategy. Future references to the Wealth Strategies do not include “AB.”

Includes SCB Overlay A Portfolio, SCB Tax-Aware Overlay A Portfolio, SCB Overlay B Portfolio, SCB Tax-Aware Overlay B Portfolio, SCB Tax-Aware Overlay C Portfolio and SCB Tax-Aware Overlay N Portfolio.


AB POOLING PORTFOLIOS •			389

AB Portfolios—AB Wealth Strategies

The Adviser charges the Wealth Strategies an advisory fee based on a percentage of each fund’s average daily net assets:⁸


Fund	Advisory Fee Based on % of Average Daily Net Assets
Tax-Managed Wealth Appreciation	First $2.5 billion	0.65	%
Strategy	Next $2.5 billion	0.55	%
Wealth Appreciation Strategy	Excess of $5 billion	0.50	%

Tax-Managed Balanced Wealth Strategy	First $2.5 billion	0.55	%
Tax-Managed Conservative	Next $2.5 billion	0.45	%
Balanced Wealth Strategy Conservative Wealth Strategy	Excess of $5 billion	0.40	%

Sanford C. Bernstein Fund, Inc.—SCB Overlay Portfolios

The SCB Overlay Portfolios invest in Multi-Asset Real Return Pooling Portfolio. The Adviser charges the SCB Overlay an advisory fee based on a percentage of each fund’s average daily net assets:⁹


SCB Overlay Portfolios		Annual Percentage of Average Daily Net Assets
Overlay A Portfolio		0.90%
Tax-Aware Overlay A Portfolio		0.90%
Overlay B Portfolio		0.65%
Tax-Aware Overlay B Portfolio		0.65%
Tax-Aware Overlay C Portfolio		0.65%
Tax-Aware Overlay N Portfolio		0.65%

Rhode Island Higher Education Savings Trust—CollegeBoundfund

The Adviser serves as the program manager of the CollegeBoundfund, a 529 college-savings plan. Services provided by the Adviser as program manager for CollegeBoundfund include managing the assets of each Education Strategy of the plan that may invest in a combination of the Pooling Portfolios (the “Underlying Portfolios”), performing administrative related functions, servicing shareholder accounts, providing customer service to participants, maintaining

At the Board meetings on May 6-8, 2014, the Adviser proposed modifications to the Wealth Strategies to provide for the inclusion of AB Multi-Manager Alternative Strategies Fund as one of the underlying portfolios for each Wealth Strategy. At the time of the presentation, it was estimated that the loss of assets to the Pooling Portfolios in the aggregate would be $350-$400 million, with the largest transfers expected to come from U.S. Value Portfolio, U.S. Large Cap Growth Portfolio, International Value Portfolio and International Growth Portfolio. As of March 31, 2015, the market value of aggregate investment of the Wealth Strategies in the AB Multi-Manager Alternative Strategies Fund was $373.9 million. The difference in in the Pooling Portfolios’ net assets between March 31, 2015 and March 31, 2014, including the fixed income Pooling Portfolios that are not discussed in this evaluation, was $545.0 million in the aggregate.

The Board of Directors of the SCB Fund approved the renewal of the investment advisory agreement of the SCB Overlay Portfolios on October 23, 2014.


390		• AB POOLING PORTFOLIOS

the program and developing/updating a website where participants can access their personal accounts.¹⁰ The shareholder servicing is provided by AllianceBernstein Investor Services (“ABIS”) and distribution by AllianceBernstein Investments, Inc. (“ABI”), both of which are affiliates of the Adviser. As program manager, the Adviser is paid a program management fee equal to the total expense ratio (fixed) of each Education Strategy minus the weighted average of the expenses of the Underlying Portfolios in which the Strategy is invested. The weighted average of the expenses of the Underlying Portfolios may fluctuate over time, resulting in an increase or decrease in the program management fee since the total expense ratio is constant. Set forth below is a table showing the total expense ratios of the Education Strategies as of December 31, 2014.¹¹


Portfolios	Total Expense Ratio¹²
Age-Based Education Strategies

Age-Based Aggressive Growth 2014-2016		0.94	%
Age-Based Aggressive Growth 2011-2013		0.94	%
Age-Based Aggressive Growth 2008-2010		0.90	%
Age-Based Aggressive Growth 2005-2007		0.86	%
Age-Based Aggressive Growth 2002-2004		0.82	%
Age-Based Aggressive Growth 1999-2001		0.78	%
Age-Based Aggressive Growth 1996-1998		0.74	%
Age-Based Aggressive Growth 1993-1995		0.74	%
Age-Based Aggressive Growth 1990-1992		0.74	%
Age-Based Aggressive Growth 1987-1989		0.74	%
Age-Based Aggressive Growth 1984-1986		0.74	%
Age-Based Aggressive Growth Pre-1984		0.74	%
Age-Based Moderate Growth 2014-2016¹³		0.92	%
Age-Based Moderate Growth 2011-2013		0.88	%
Age-Based Moderate Growth 2008-2010		0.84	%
Age-Based Moderate Growth 2005-2007		0.80	%
Age-Based Moderate Growth 2002-2004		0.78	%
Age-Based Moderate Growth 1999-2001		0.76	%
Age-Based Moderate Growth 1996-1998		0.72	%

On March 24, 2014 the CBF replaced U.S. Value Portfolio and U.S. Large Cap Portfolio with AB Growth and Income Fund, Inc., as well as International Value Portfolio and International Growth Portfolio with a separate account, managed by the Adviser, called AB International Factor.

For all Education Strategies that invest in the Pooling Portfolios held by Rhode Island resident accounts, which account for 5.47% of all accounts and 4.12% in terms of net assets as of March 31, 2015, the total expense ratio, which includes the blended underlying expense ratio related to the Pooling Portfolios, is capped at 0.20%.

The total expense ratios do not include an annual distribution fee of up to1.00% payable to ABI, the program distributor and an affiliate of the Adviser, which is applied only to certain accounts that are established with the involvement of a financial adviser (“FA”). This charge is to fund compensation payable in the same amount by ABI to the FA for the FA’s services after such account is open at least one year.

The Education Strategy commenced operations on February 4, 2014.


AB POOLING PORTFOLIOS •			391


Portfolios	Total Expense Ratio¹²
Age-Based Moderate Growth 1993-1995		0.72	%
Age-Based Moderate Growth 1990-1992		0.72	%
Age-Based Moderate Growth 1987-1989		0.72	%
Age-Based Moderate Growth 1984-1986		0.72	%
Age-Based Moderate Growth Pre-1984		0.72	%
Age-Based Conservative Growth 2014-2016¹⁴		0.82	%
Age-Based Conservative Growth 2011-2013		0.82	%
Age-Based Conservative Growth 2008-2010		0.79	%
Age-Based Conservative Growth 2005-2007		0.78	%
Age-Based Conservative Growth 2002-2004		0.76	%
Age-Based Conservative Growth 1999-2001		0.72	%
Age-Based Conservative Growth 1996-1998		0.72	%
Age-Based Conservative Growth Pre-1996		0.72	%

Fixed Based Education Strategies

Appreciation		0.94	%
Balanced		0.80	%
Conservative		0.72	%

The Portfolios’ net assets as of March 31, 2015 are as follows:


Portfolio	Net Assets 3/31/15 ($MM)
U.S. Value Portfolio	$	505.7
U.S. Large Cap Growth Portfolio	$	506.7
Multi-Asset Real Return Portfolio	$	916.9
International Value Portfolio	$	425.1
International Growth Portfolio	$	425.9
Small-Mid Cap Value Portfolio	$	317.2
Small-Mid Cap Growth Portfolio	$	317.0
Volatility Management Portfolio	$	1,438.2

Set forth below are the most recently completed fiscal year total expense ratios of the Pooling Portfolios that do not have an Expense Limitation Undertaking:


Portfolio	Fiscal Year End	Total Expense Ratio
U.S. Value Portfolio	August 31		0.03	%
U.S. Large Cap Growth Portfolio	August 31		0.03	%
Multi-Asset Real Return Portfolio¹⁵^,¹⁶	August 31		0.07	%
International Value Portfolio	August 31		0.05	%
International Growth Portfolio	August 31		0.05	%
Small-Mid Cap Value Portfolio	August 31		0.06	%
Small-Mid Cap Growth Portfolio	August 31		0.07	%

The Education Strategy commenced operations on April 21, 2014.

The Portfolio has exposure to exchange traded funds (“ETF”). Like any other mutual fund, ETFs bear fund expenses. Accordingly, if a Portfolio were to hold a long position in an ETF, the ETF’s expenses would detract from the Portfolio’s total return

The Portfolio’s current fiscal year exposure to ETFs is 0.32% of the Fund’s average net assets. The Portfolio’s underlying expense ratio related to the ETF holdings is 0.0015%.


392		• AB POOLING PORTFOLIOS

With respect to Volatility Management Portfolio, the Adviser agreed to reimburse the Portfolio for that portion of the Portfolio’s total operating expenses to the degree necessary to limit the Portfolio’s expense ratio to the amount set forth below for the Portfolio’s current fiscal year. The terms of the expense limitation undertaking permit modification or termination by the Adviser upon 60 days’ notice prior to the Portfolios’ prospectus update. During the Portfolio’s most completed fiscal year, the Portfolio was operating below its expense cap. Accordingly, the expense limitation undertaking was of no effect during the period. Also set forth below is the Portfolio’s gross expense ratio:


Fund	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio			Fiscal Year End
Volatility Management Portfolio¹⁷		0.15	%		0.05	%	August 31

I.	ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

Although the Portfolios are not charged an advisory fee, their shareholders, which include other investment companies and large institutional clients managed by the Adviser, pay the Adviser an investment advisory fee for managing their assets. The advisory fees charged to investment companies that the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients and different liabilities assumed. Services provided by the Adviser to the Portfolios that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolios are more costly than those for institutional accounts due to the greater complexities and time required for investment companies. While there are differences in the services provided to investment companies and institutional accounts, it is contemplated that the Adviser will recover some of the costs related to providing these administrative services by the reimbursements it receives from Volatility Management Portfolio and the Institutional Clients. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the investment company experiences a net redemption and the Adviser is frequently forced to sell securities to raise cash for the redemption. However, managing an investment company with positive cash flow may be easier at times than managing a stable pool of assets. In recent years,

The Portfolio’s current fiscal year exposure to ETFs is 16.85% of the Fund’s average net assets. The Portfolio’s underlying expense ratio related to the ETF holdings is 0.0254%.


AB POOLING PORTFOLIOS •			393

investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.¹⁸ In addition to the AB Institutional fee schedule, set forth below are what would have been the effective advisory fees of the Portfolios had the AB Institutional fee schedules been applicable to the Portfolios based on March 31, 2015 net assets, although the Portfolios are not charged an advisory fee by the Adviser.¹⁹


Portfolio	Portfolio Net Assets 03/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Advisory Fee (%)
U.S. Value Portfolio	$505.7	U.S. Diversified Value 0.65% on 1st $25 million 0.50% on next $25 million 0.40% on next $50 million 0.30% on next $100 million 0.25% on the balance Minimum Account Size: $25 m		0.307%

U.S. Large Cap Growth Portfolio	$506.7	U.S. Large Cap Growth 0.80% on 1st $25 million 0.50% on next $25 million 0.40% on next $50 million 0.30% on next $100 million 0.25% on the balance Minimum Account Size: $25 m		0.314%

Multi-Asset Real Return Portfolio	$916.9	Real Asset Strategy 0.75% on 1st $150 million 0.60% on next $150 million 0.50% on the balance Minimum Account Size: $150 m		0.557%

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

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


394		• AB POOLING PORTFOLIOS


Portfolio	Portfolio Net Assets 03/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Advisory Fee (%)
International Value Portfolio	$425.1	International Value 0.80% on 1st $25 million 0.60% on next $25 million 0.50% on next $50 million 0.40% on next the balance Minimum Account Size: $25 m	0.447%

International Growth Portfolio	$425.9	International Growth Trends 0.85% on 1st $25 million 0. % on next $25 million 0.55% on next $50 million 0.45% on the balance Minimum Account Size: $25 m	0.497%

Small-Mid Cap Value Portfolio	$317.2	Small & Mid Cap Value 0.95% on 1st $25 million 0.75% on next $25 million 0.65%on next $50 million 0.55% on the balance Minimum Account Size: $25 m	0.613%

Small-Mid Cap Growth Portfolio	$317.0	U.S. SMID Cap Growth 0.95% on 1st $25 million 0.75% on next $25 million 0.65% on next $50 million 0.55% on the balance Minimum Account Size: $25 m	0.613%

Volatility Management Portfolio	$1,438.2	Volatility Management²⁰ 0.60% on 1st $50 million 0.50% on next $100 million 0.45% on the balance Minimum Account Size: None	0.459%

The Adviser manages the AB Mutual Funds (“ABMF”), which are open-end investment companies, and AB Variable Products Series Fund, Inc. (“AVPS”), which offers variable annuity and variable life contract policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. The advisory schedules of almost all of the ABMF and AVPS funds, implemented in January 2004 as the AoD between the NYAG and the Adviser, contemplates eight categories with almost all of the AB funds in each category having the same advisory fee schedule. In addition to the fee schedules of the ABMF and AVPS funds whose investment styles are similar to those of the Portfolios, set forth below are what would have been the effective advisory fees

For stand-alone investment (Collective Investment Trust) only.


AB POOLING PORTFOLIOS •			395

of the Portfolios had the fee schedules of the ABMF/AVPS funds been applicable to the Portfolios based on the Portfolios’ March 31, 2015 net assets:


Portfolio	ABMF/AVPS Portfolio	Fee Schedule	ABMF/ AVPS Effective Fee (%)
U.S. Value Portfolio	Value Fund AVPS Value Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%

U.S. Large Cap Growth Portfolio	Large Cap Growth Fund, Inc. AVPS Large Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%

Multi-Asset Real Return Portfolio	AB Bond Fund, Inc. – Real Asset Strategy	0.75% (flat fee)		0.750%

International Value Portfolio	International Value Fund, Inc. AVPS International Value Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%

International Growth Portfolio	International Growth Fund, Inc. AVPS International Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%

Small-Mid Cap Value Portfolio	Discovery Value Fund AVPS Small/Mid Cap Value Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%

Small-Mid Cap Growth Portfolio	Discovery Growth Fund	0.75% on first $500 million 0.65% on next $500 million 0.55% on the balance		0.750%

The Adviser manages the International Portfolio of the Sanford C. Bernstein Fund, Inc. (“SCB Fund”), which has a blend investment strategy of International Value Portfolio and International Growth Portfolio. The advisory fee schedule of SCB Fund—International Portfolio is set forth in the table below.


396		• AB POOLING PORTFOLIOS

Portfolio²¹

SCB Fund
Portfolio

Fee Schedule

SCB Fund
Effective
Fee (%)

International Value Portfolio/

International Growth Portfolio

International Portfolio

0.925% on 1st $1 billion

0.850% on next $3 billion

0.800% on next $2 billion

0.750% on next $2 billion

0.650% thereafter

The Adviser is waving 5 basis points in advisory fees effective through October 31, 2015.

0.875%²²

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth below for the Luxembourg funds that has a somewhat similar investment style as U.S. Large Cap Portfolio and Multi-Asset Real Return Portfolio.


Portfolio	Luxembourg Fund	Fee²³
U.S. Large Cap Growth Portfolio	American Growth Portfolio Class A Class I	1.50% 0.70%

Multi-Asset Real Return Portfolio	Real Asset Portfolio Class A Class I	1.55% 0.75%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the following sub-advisory relationships that have a somewhat similar investment style as the Portfolios. In the table below are the advisory fee schedules of the sub-advised funds and the effective management fees of the sub-advisory relationships based on the Portfolios’ March 31, 2015 net assets.²⁴

investment guidelines of the Portfolios are more restrictive than the SCB Fund portfolio. The Portfolios invest primarily in either value or growth equity securities, in contrast to the SCB Fund portfolio, which invests in both value and growth equity securities.

The SCB Fund effective fee of 0.875% includes the five basis points advisory fee waiver.

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

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


AB POOLING PORTFOLIOS •			397


Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-advised Fund Eff. Mgmt. Fee (%)
U.S. Value Portfolio	Client #1²⁵^,²⁶	AB Sub-Advisory Fee Schedule: 0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.301%

U.S. Large Cap Growth Portfolio	Client #2	AB Sub-Advisory Fee Schedule: 0.35% on the first $50 million 0.30% on the next $1000 million 0.25% on the balance		0.270%

International Value Portfolio	Client #3²⁵^,²⁶	AB Sub-Advisory Fee Schedule: 0.60% on the first $1 billion 0.55% on the next $500 million 0.50% on the next $500 million 0.45% on the next $500 million 0.40% on the balance		0.600%

Small/Mid Cap Value Portfolio	Client #4	AB Sub-Advisory Fee Schedule: 0.50% on the first $250 million 0.40 % on the balance		0.489%

	Client #5	AB Sub-Advisory Fee Schedule: 0.61% on the first $150 million 0.50% on the balance		0.552%

	Client #6	AB Sub-Advisory Fee Schedule: 0.95% on the first $10 million 0.75% on the next $40 million 0.65% on the next $50 million 0.55% on the balance		0.604%

Volatility Management Portfolio	Client #7	AB Sub-Advisory Fee Schedule: 0.18% on the first $500 million 0.15% on the next $1 billion 0.13% on the balance		0.160%

The services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

The client is an affiliate of the Adviser.

Assets are aggregated with other client portfolios for purposes of calculating the advisory fee.


398		• AB POOLING PORTFOLIOS

II.

MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUNDS COMPANIES FOR LIKE SERVICES.

The Trustees previously received the Senior Officer’s Evaluation of the Investment Advisory Agreement (the “Senior Officer Fee Evaluation”) for the Retirement Strategies and the Wealth Strategies. The Senior Officer Fee Evaluation for the SCB Overlay Portfolios was reviewed by the SCB Fund Board of Directors.²⁷ In those Senior Officer Fee Evaluations, the Senior Officer concluded that the investment advisory agreements for those funds were reasonable and within range of what would have been negotiated at arm’s-length.

The Pooling Portfolios are not charged an advisory fee. However, as previously mentioned, the Institutional Clients that invest in the Pooling Portfolios do pay an advisory fee pursuant to their advisory agreements with the Adviser. The Adviser believes that the fee paid by the Institutional Clients includes a portion, referred by the Adviser as the “Implied Advisory Fee,” that may be reasonably viewed as compensation for services that the Adviser provides to the Pooling Portfolios. The Adviser further believes that the rate of the Implied Advisory Fee is the same for each Institutional Client invested in a series of the Pooling Portfolios.

Because of the Pooling Portfolios’ limited availability for investment, open only to certain institutional clients of the Adviser, the Pooling Portfolios have zero transfer agent (with the exception of certain transfer agent out of pocket expenses) and distribution fees, in addition to zero advisory fees. Such expense structure is rare in the industry. The UBS Relationship Funds, an open-end investment company managed by UBS Global Asset Management (Americas) Inc., was the only other fund family that was determined by the Adviser, the Senior Officer and Lipper, Inc. (“Lipper”) to have an expense structure comparable to the Pooling Portfolios.

Since there are not many funds of other fund families that have a similar expense structure as the Portfolios, Lipper, an analytical service not affiliated with the Adviser, compared the total expense ratios of the Portfolios to that of funds of a similar investment classification/objective with institutional class shares; however, Lipper excluded management, transfer agent and distribution fees from the total expense ratios of the Portfolios’ peers.²⁸^,²⁹ Lipper’s analysis included the

The Senior Officer Fee Evaluation was dated July 24, 2014 for the Retirement Strategies and the Wealth Strategies. The Senior Officer Fee Evaluation for the SCB Overlays Portfolios was dated October 7, 2014.

Because the Portfolios are offered only to other investment companies and certain institutional clients managed by the Adviser, the Portfolios are not assessed a fee for transfer agent and distribution related services although it should be noted that the transfer agent of the Portfolios is reimbursed for out of pocket expenses.

As stated previously, comparisons with fees charged to mutual funds by other advisers may be “problematic” as the fees charged by other advisers may not be the product of negotiations conducted at arm’s-length. Jones v. Harris at 1429.


AB POOLING PORTFOLIOS •			399

Portfolios’ rankings relative to their respective Lipper Expense Group (“EG”) and Lipper Expense Universe (“EU”).³⁰^,³¹

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

The original EGs of International Value Portfolio and Volatility Management Portfolio had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper investment classification/objective. However, because Lipper had expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper investment classification/objective, under Lipper’s standard guidelines, the Portfolio’s EU was also expanded to include the universes of those peers that have a

similar but not the same investment classification/objective and load type as the Portfolio. The result of Lipper’s analysis is set forth in the table below.³²^,³³


Portfolio	Expense Ratio (%)		Lipper EG Median (%)		Lipper EG Rank	Lipper EU Median (%)		Lipper EU Rank
U.S. Value Portfolio		0.027		0.047	3/15		0.068	8/50
U.S. Large Cap Growth Portfolio		0.028		0.043	3/17		0.056	26/125
Multi-Asset Real Return Portfolio		0.069		0.085	7/17		0.113	20/58
International Value Portfolio³⁴		0.052		0.100	3/15		0.114	5/30
International Growth Portfolio		0.047		0.096	1/18		0.103	19/88
Small-Mid Cap Value Portfolio		0.064		0.086	6/16		0.060	18/30

A ranking of “1” would mean that the Portfolio had the lowest total expense ratio in the Lipper peer group.

There are limitations in expense category data because different funds categorize expenses differently.

The total expense ratios shown below were estimated by Lipper using rounded Form-NSAR data. Accordingly, there may be slight differences in the total expense ratios estimated by Lipper and that of the Adviser.

Except for asset (size) comparability, Lipper uses the same criteria for selecting a Lipper EG when selecting a Lipper EU. Unlike the Lipper EG, the Lipper EU allows for the same adviser to be represented by more than just one fund. In addition, multiple institutional class shares for the Portfolios’ peers are included.

The Portfolio’s EG includes the Portfolio, nine other International Multi-Cap Value (“IMLV”) funds and five International Large-Cap Value (“ILCV”) funds. The Portfolio’s EU includes the Portfolio, EG and all other IMLV and ILCV funds, excluding outliers.


400		• AB POOLING PORTFOLIOS

Portfolio

Expense

Ratio (%)

Lipper
EG
Median (%)

Lipper

Rank

Lipper
EU

Median (%)

Lipper
EU

Rank

Small-Mid Cap Growth Portfolio

0.074

0.067

12/20

0.064

51/88

Volatility Management Portfolio³⁵

0.046

0.128

1/9

0.246

2/18

Based on this analysis, except for Small-Mid Cap Growth Portfolio, whose total expense ratio is higher than its EG and EU medians, and Small-Mid Cap Growth Value Portfolio, whose total expense ratio is lower than the EG median but higher than the EU median, the total expense ratios of the Portfolios are lower than their respective EG and EU medians.

III.

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

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

IV.

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

The Pooling Portfolios’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to each of the Pooling Portfolios decreased with the exception Small-Mid Cap Value Portfolio, Small-Mid Cap Growth Portfolio, and Volatility Management Portfolio during calendar year 2014, relative to 2013.

Multi-Asset Real Return, International Value Portfolio, and Small-Mid Cap Growth Portfolio effected brokerage transactions and paid commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co. LLC, and/or its U.K. based affiliate, Sanford C. Bernstein Ltd., collectively “SCB,” during the Portfolios’ most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolios is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed on to any SCB client.

The Portfolio’s EG includes the Portfolio, four other Flexible Portfolio (“FX”) funds and four Alternative Global Macro (“AGM”) funds. The Portfolio’s EU includes the Portfolio, EG and all other FX and AGM funds, excluding outliers.


AB POOLING PORTFOLIOS •			401

V.	POSSIBLE ECONOMIES OF SCALE

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

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

Previously, in February 2008, the independent consultant provided the Board of Trustees an update of the Deli³⁶ study on advisory fees and various fund characteristics.³⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.³⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent

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

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

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


402		• AB POOLING PORTFOLIOS

consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI.

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

With assets under management of $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services to the Portfolios.

The information in the table below shows the 1, 3 and 5 year (with respect to Volatility Management Portfolio, 1 and 3 year) gross performance returns and rankings of the Portfolios³⁹ relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)⁴⁰ for the periods ended February 28, 2015.⁴¹^,⁴²


	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
U.S. Value Portfolio
1 year		13.07		12.33		11.70		6/15		19/50
3 year		18.49		18.49		18.39		8/15		21/47
5 year		14.61		16.38		15.76		12/14		30/41

U.S. Large Cap Growth Portfolio
1 year		19.96		13.88		13.78		1/17		6/123
3 year		20.64		19.74		18.65		6/17		15/113
5 year		17.09		17.84		17.41		11/16		56/93

Multi-Asset Real Return Portfolio⁴³
1 year		-10.96		7.49		5.57		16/17		55/56
3 year		-2.99		10.47		9.56		15/15		44/45
5 year		2.77		10.16		10.09		12/12		27/27

The performance returns of the Portfolios shown were provided by Lipper.

A Portfolio’s PG/PU may not be identical to its respective EG/EU as the criteria for including/excluding a fund in a PG/PU is somewhat different from that of an EG/EU.

The performance returns of the Portfolios’ peers are also adjusted for expenses (gross up).

The Lipper investment classification/objective dictates the PG/PU throughout the life of each Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

The Portfolio’s Lipper classification changed in 2011 from Global Real Estates to Global Flexible Funds as a result of changes to the Portfolio’s strategy. Subsequently, Lipper Classification changed in 2014 to Flexible Portfolios as a result of Lipper’s elimination of their Global Flexible Funds category in September 2014. See footnote 42 for information regarding Lipper classification changes.


AB POOLING PORTFOLIOS •			403


	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Value Portfolio
1 year		1.81		-1.73		-1.76		1/10		2/30
3 year		7.41		9.20		9.14		9/10		22/25
5 year		5.17		7.86		7.86		8/9		20/21

International Growth Portfolio
1 year		2.50		1.79		1.46		6/18		33/87
3 year		5.37		10.51		9.55		15/15		72/76
5 year		3.53		10.12		9.48		12/12		69/70

Small-Mid Cap Value Portfolio
1 year		11.09		11.63		13.15		11/15		22/29
3 year		19.10		18.95		18.94		7/14		11/26
5 year		16.29		16.94		17.08		7/10		13/21

Small-Mid Cap Growth Portfolio
1 year		3.32		10.07		10.05		17/19		80/87
3 year		16.04		16.85		16.85		12/19		52/81
5 year		21.30		18.10		17.79		2/17		3/73

Volatility Management Portfolio
1 year		10.74		3.41		10.83		2/5		5/8
3 year		11.34		6.70		9.34		2/4		2/6

Set forth below are the 1, 3, 5 year and since inception net performance returns of the Portfolios (in bold) versus their benchmarks.⁴⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.⁴⁵

The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

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


404		• AB POOLING PORTFOLIOS


	Periods Ended February 28, 2015 Annualized Performance
							Since Inception (%)		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Volatility (%)		Sharpe Ratio		Risk Period (Year)
U.S. Value Portfolio		13.05		18.47		14.59		6.44		14.44		1.01		5
Russell 1000 Value Index		13.49		18.11		15.51		7.49		13.47		1.13		5
Inception Date: May 20, 2005

U.S. Large Cap Growth Portfolio		19.93		20.62		17.07		9.28		15.58		1.09		5
Russell 1000 Growth Index		16.24		18.05		17.21		9.38		13.37		1.24		5
Inception Date: May 20, 2005

Multi-Asset Real Return Portfolio		-11.39		-3.21		2.61		2.54		15.40		0.24		5
MSCI AC World Commodity Producers Index		-12.41		-6.47		-0.60		5.01		N/A		N/A		N/A
FTSE EPRA/NAREIT Developed RE Index—Gross Return		16.44		13.34		13.65		7.52		N/A		N/A		N/A
All Market Real Return Benchmark⁴⁶		-7.70		-2.25		2.28		3.60		15.39		0.22		5
Inception Date: May 20, 2005

International Value Portfolio⁴⁷		1.76		7.36		5.12		3.67		18.95		0.35		5
MSCI AC World Index ex U.S.		0.87		6.49		6.55		6.03		16.35		0.46		5
MSCI EAFE Net Index		-0.03		9.41		7.78		5.50		N/A		N/A		N/A
Inception Date: May 20, 2005

International Growth Portfolio⁴⁷		2.45		5.33		3.49		2.31		17.47		0.28		5
MSCI AC World Index ex U.S.		0.87		6.49		6.55		6.03		16.35		0.46		5
MSCI AC World Index ex U.S. Growth		2.88		7.24		7.40		6.41		N/A		N/A		N/A
MSCI EAFE Net Index		-0.03		9.41		7.78		5.50		N/A		N/A		N/A
Inception Date: May 20, 2005

Multi-Asset Real Return Benchmark comprises of equally-weighted blend of the MSCI ACWI Commodity Producers Index, the FTSE EPRA/NAREIT Global Index and the Dow Jones-UBS Commodity Index. Effective October 1, 2011 the Real Estate component changed from the FTSE EPRA/NAREIT Developed index to the FTSE EPRA/NAREIT Global Index.

On January 1, 2012, the Portfolio’s benchmark changed from MSCI EAFE Net Index to MSCI AC World Index ex U.S.


AB POOLING PORTFOLIOS •			405

Periods Ended February 28, 2015

Annualized Performance

Since

Inception
(%)

Annualized

Risk
Period
(Year)

1 Year

(%)

3 Year

(%)

5 Year

(%)

Volatility

(%)

Sharpe
Ratio

Small-Mid Cap Value Portfolio

11.02

19.03

16.24

10.38

18.10

0.92

Russell 2500 Value Index

6.95

16.87

15.46

8.48

16.06

0.97

Inception Date: May 20, 2005

Small-Mid Cap Growth Portfolio

3.25

15.97

21.23

13.37

17.77

1.17

Russell 2500 Growth Index

9.62

17.94

18.40

10.71

17.26

1.06

Inception Date: May 20, 2005

Volatility Management Portfolio⁴⁸

10.69

11.29

N/A

9.74

9.39

1.18

MSCI AC World Index

7.55

11.57

N/A

9.14

10.32

1.10

Inception Date: April 16, 2010

CONCLUSION:

The Senior Officer recommended that the Trustees consider discussing with the Adviser changing Multi-Asset Real Return Portfolio’s primary benchmark from the MSCI AC World Commodity Producers Index (NDR) to the All Market Real Return Index or to add the All Market Real Return Index as a secondary benchmark in the Portfolio’s prospectus.

Based on the factors discussed above, most notably the zero advisory fees and limited total expenses of the Portfolios as well as the reasonableness of the advisory fees paid by shareholders of the Institutional Clients that invest in the Portfolios, and the information provided by the Adviser and the memorandum from your independent counsel, including the legal analysis and factors you need to consider when approving the Investment Advisory Agreement for the Portfolios, my conclusion is that the Investment Advisory Agreement is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances.

Dated: June 5, 2015

The Portfolio’s benchmark changed from S&P 500 Index to MSCI AC World Index on January 1, 2012.


406		• AB POOLING PORTFOLIOS

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

FIXED INCOME (continued)

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

MULTI-ASSET (continued)

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 Conservative 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 Income Fund

AllianceBernstein National Municipal Income Fund

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

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

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


AB POOLING PORTFOLIOS •			407

AB Family of Funds

NOTES


408		• AB POOLING PORTFOLIOS

LOGO

AB POOLING PORTFOLIOS

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

POOL-0151-0815 LOGO

ITEM 2.

CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent director. William H. Foulk, Jr., Garry L. Moody and Marshall C. Turner, Jr. qualify as audit committee financial experts.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP for the Fund’s last two fiscal years, for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.


		Audit Fees		Audit-Related Fees		Tax Fees
AB U.S. Value Portfolio	2014	$	27,778	$	—	$	13,622
	2015	$	28,620	$	—	$	16,888
AB U.S. Large Cap Growth Portfolio	2014	$	27,778	$	—	$	13,622
	2015	$	28,620	$	—	$	16,863
AB Multi-Asset Real Return	2014	$	65,848	$	—	$	41,216
	2015	$	67,844	$	—	$	26,338
AB International Value Portfolio	2014	$	39,021	$	—	$	33,539
	2015	$	40,204	$	—	$	40,930
AB International Growth Portfolio	2014	$	39,021	$	—	$	26,689
	2015	$	40,204	$	—	$	29,950
AB Short Duration Bond Portfolio	2014	$	35,119	$	—	$	12,309
	2015	$	36,183	$	—	$	15,251
AB Global Core Bond Portfolio	2014	$	41,948	$	—	$	12,309
	2015	$	43,219	$	—	$	12,647
AB Inflation Protected Securities Portfolio	2014	$	58,694	$	—	$	11,744
	2015	$	60,473	$	—	$	14,703
AB High-Yield Portfolio	2014	$	107,552	$	—	$	20,565
	2015	$	110,811	$	—	$	24,027
AB Small Mid-Cap Value Portfolio	2014	$	31,593	$	—	$	22,719
	2015	$	32,551	$	—	$	13,976
AB Small Mid-Cap Growth Portfolio	2014	$	27,778	$	—	$	16,454
	2015	$	28,620	$	—	$	13,976
AB Volatility Management	2014	$	66,499	$	—	$	30,161
	2015	$	68,514	$	—	$	40,216

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of

all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:


		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre- approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB U.S. Value Portfolio	2014	$	382,427	$ $ $	13,622 — (13,622	)
	2015	$	355,138	$ $ $	16,888 — (16,888	)
AB U.S. Large Cap Growth Portfolio	2014	$	382,427	$ $ $	13,622 — (13,622	)
	2015	$	355,113	$ $ $	16,863 — (16,863	)
AB Multi-Asset Real Return	2014	$	410,021	$ $ $	41,216 — (41,216	)
	2015	$	525,165	$ $ $	26,338 — (26,338	)
AB International Value Portfolio	2014	$	402,344	$ $ $	33,539 — (33,539	)
	2015	$	379,180	$ $ $	40,930 — (40,930	)
AB International Growth Portfolio	2014	$	395,494	$ $ $	26,689 — (26,689	)
	2015	$	368,200	$ $ $	29,950 — (29,950	)
AB Short Duration Bond Portfolio	2014	$	381,114	$ $ $	12,309 — (12,309	)
	2015	$	353,501	$ $ $	15,251 — (15,251	)
AB Global Core Bond Portfolio	2014	$	381,114	$ $ $	12,309 — (12,309	)
	2015	$	511,474	$ $ $	12,647 — (12,647	)
AB Inflation Protected Securities Portfolio	2014	$	380,549	$ $ $	11,744 — (11,744	)
	2015	$	352,953	$ $ $	14,703 — (14,703	)
AB High-Yield Portfolio	2014	$	389,370	$ $ $	20,565 — (20,565	)
	2015	$	362,277	$ $ $	24,027 — (24,027	)
AB Small Mid-Cap Value Portfolio	2014	$	391,524	$ $ $	22,719 — (22,719	)
	2015	$	484,851	$ $ $	(13,976 — 13,976	)
AB Small Mid-Cap Growth Portfolio	2014	$	385,529	$ $ $	16,454 — (16,454	)
	2015	$	512,803	$ $ $	13,976 — (13,976	)
AB Volatility Management	2014	$	398,966	$ $ $	30,161 — (30,161	)
	2015	$	378,466	$ $ $	40,216 — (40,216	)

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6.

SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

12 (a) (1)		Code of Ethics that is subject to the disclosure of Item 2 hereof

12 (b) (1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (b) (2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12 (c)		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant): The AB Pooling Portfolios

By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date:		October 20, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s./ Robert M. Keith
		Robert M. Keith
		President

Date:		October 20, 2015


By:		/s/ Joseph J. Mantineo
		Joseph J. Mantineo
		Treasurer and Chief Financial Officer

Date:		October 20, 2015