UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05088

The AB Portfolios

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: August 31, 2021

Date of reporting period: August 31, 2021

ITEM 1. REPORTS TO STOCKHOLDERS.

AUG^08.31.21

ANNUAL REPORT

AB ALL MARKET TOTAL RETURN PORTFOLIO

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

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

⁺  Applying differentiated investment insights through a connected global research network

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

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

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

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

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    1

ANNUAL REPORT

October 7, 2021

This report provides management’s discussion of fund performance for the AB All Market Total Return Portfolio for the annual reporting period ended August 31, 2021.

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

NAV RETURNS AS OF AUGUST 31, 2021 (unaudited)

	6 Months		12 Months
AB ALL MARKET TOTAL RETURN PORTFOLIO
Class A Shares		12.45%		21.16%
Class C Shares		11.99%		20.33%
Advisor Class Shares1		12.51%		21.43%
Class R Shares1		12.17%		20.66%
Class K Shares1		12.37%		21.01%
Class I Shares1		12.56%		21.44%
Primary Benchmark: MSCI ACWI (net)		13.80%		28.64%
Bloomberg Global Aggregate Bond Index (USD hedged)		1.62%		0.76%

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), and the Bloomberg Global Aggregate Bond Index (USD hedged) for the six- and 12-month periods ended August 31, 2021.

All share classes of the Fund underperformed the primary benchmark and outperformed the Bloomberg Global Aggregate Bond Index (USD hedged) for both periods, before sales charges. During both periods, equity markets performed well, and therefore, the Fund’s more diversified approach, which balances exposures to equities, bonds, commodities and alternative strategies, underperformed the all-equity benchmark. During the 12-month period, overall allocation within equities detracted from absolute

2    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

performance, while allocation within fixed-income assets and diversifiers contributed. Security selection within fixed income detracted, while selection within equities and alternative strategies contributed. During the six-month period, security selection within equities detracted, while selection within diversifiers and fixed income contributed. Overall asset-class allocation was positive.

The Fund utilized derivatives for hedging and investment purposes in the form of futures, currency forwards and variance swaps, which contributed to absolute performance for both periods; credit default swaps and inflation Consumer Price Index swaps detracted for the six-month period, but contributed for the 12-month period; interest rate swaps, total return swaps and purchased swaptions contributed for the six-month period, but detracted for the 12-month period. The Fund utilizes a range of cash securities and derivatives to efficiently gain exposures to desired investments. Derivatives are excluded from the calculation of the Fund’s turnover rate of 117% whereas transactions in cash securities are included. The Fund’s turnover rate might have been different if the Fund had not utilized derivatives.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities recorded strong double-digit returns for the 12-month period ended August 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased in the middle of the period as the rapid economic recovery triggered inflationary fears and prompted intervals of style rotation as growth- and value-oriented shares traded leadership. Global monetary policy remained dovish and markets were calmed after the US Federal Reserve (the “Fed”) and key central banks emphasized the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely. At the end of the period, market sentiment fluctuated under the overhang of rapidly rising coronavirus delta variant cases and the fear of sudden tapering of asset purchases by the Fed. Global markets were reassured after Fed Chair Jerome Powell reaffirmed previous comments regarding the possible timing of tapering and rate hikes. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and despite intervals of market rotation, value-style stocks outperformed their growth-style peers.

Fixed-income market returns were mixed as longer-term treasury yields diverged according to region, with government bonds in Canada, the US and the UK falling, while government bonds in the eurozone, Japan and Australia advanced. Low interest rates also set the stage for a sharp rebound in risk assets. Emerging- and developed-market high-yield corporate bonds and high-yield emerging-market sovereign bonds led significant gains as investors searched for higher yields. Emerging- and developed-market investment-grade corporate bonds also advanced.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    3

Investment-grade bonds in the eurozone outperformed the US as yields fell in the eurozone in tandem with government bond yields. Emerging-market local-currency bonds gained, as the US dollar fell against the majority of developed- and emerging-market currencies. Securitized assets outperformed US Treasuries, particularly among commercial mortgage-backed securities. Brent crude and copper prices rose sharply as the global economy continued to recover from the pandemic.

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

INVESTMENT POLICIES

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

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

Alternative investments include various instruments, the returns on which are expected to have low correlation with returns on equity and fixed-income securities, such as commodities and related derivatives,

(continued on next page)

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

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

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

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

While the Fund may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments, the Adviser expects that the Fund seeks to gain such exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by the Adviser and has the same investment objective and substantially similar investment policies

(continued on next page)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    5

and restrictions as the Fund except that the Subsidiary, unlike the Fund, may invest, without limitation, in commodities and commodities- related instruments. The Fund is subject to the risks associated with the commodities, derivatives and other instruments in which the Subsidiary invests, to the extent of its investment in the Subsidiary. The Fund limits its investment in the Subsidiary to no more than 25% of its total assets. Investment in the Subsidiary is expected to provide the Fund with commodity exposure within the limitations of federal tax requirements that apply to the Fund.

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

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

DISCLOSURES AND RISKS

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

High-Yield Debt Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    7

DISCLOSURES AND RISKS (continued)

higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

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

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

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

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

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

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

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

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for

8    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

DISCLOSURES AND RISKS (continued)

the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

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

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

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

Short Sale Risk: The Fund is subject to short sale risk because it may engage in short sales either directly or indirectly through investment in the Underlying Portfolio. Short sales involve the risk that the Fund or Underlying Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security. The amount of such loss is theoretically unlimited, as it will be based on the increase in value of the security sold short. In contrast, the risk of loss from a long position is limited to the Fund’s or Underlying Portfolio’s investment in the security, because the price of the security cannot fall below zero. The Fund or Underlying Portfolio may not always be able to close out a short position on favorable terms.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    9

DISCLOSURES AND RISKS (continued)

techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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

An Important Note About Historical Performance

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

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

10    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

8/31/2011 TO 8/31/2021

This chart illustrates the total value of an assumed $10,000 investment in AB All Market Total Return Portfolio Class A shares (from 8/31/2011 to 8/31/2021) as compared to the performance of the Fund’s benchmarks. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    11

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2021 (unaudited)

	NAV Returns			SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		21.16	%		16.05	%
5 Years		7.75	%		6.82	%
10 Years		7.03	%		6.57	%
CLASS C SHARES
1 Year		20.33	%		19.33	%
5 Years		6.95	%		6.95	%
10 Years1		6.24	%		6.24	%
ADVISOR CLASS SHARES2
1 Year		21.43	%		21.43	%
5 Years		8.02	%		8.02	%
10 Years		7.31	%		7.31	%
CLASS R SHARES2
1 Year		20.66	%		20.66	%
5 Years		7.30	%		7.30	%
10 Years		6.60	%		6.60	%
CLASS K SHARES2
1 Year		21.01	%		21.01	%
5 Years		7.64	%		7.64	%
10 Years		6.94	%		6.94	%
CLASS I SHARES2
1 Year		21.44	%		21.44	%
5 Years		8.00	%		8.00	%
10 Years		7.29	%		7.29	%

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

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

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

12    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		13.52	%
5 Years		5.93	%
10 Years		6.94	%
CLASS C SHARES
1 Year		16.68	%
5 Years		6.05	%
10 Years1		6.62	%
ADVISOR CLASS SHARES2
1 Year		18.88	%
5 Years		7.14	%
10 Years		7.69	%
CLASS R SHARES2
1 Year		18.07	%
5 Years		6.42	%
10 Years		6.99	%
CLASS K SHARES2
1 Year		18.43	%
5 Years		6.76	%
10 Years		7.32	%
CLASS I SHARES2
1 Year		18.79	%
5 Years		7.10	%
10 Years		7.67	%

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    13

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

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

EXPENSE EXAMPLE (continued)

	Beginning Account Value March 1, 2021		Ending Account Value August 31, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,124.50	$	5.57		1.04	%	$	5.68		1.06	%
Hypothetical**	$	1,000	$	1,019.96	$	5.30		1.04	%	$	5.40		1.06	%
Class C
Actual	$	1,000	$	1,119.90	$	9.56		1.79	%	$	9.67		1.81	%
Hypothetical**	$	1,000	$	1,016.18	$	9.10		1.79	%	$	9.20		1.81	%
Advisor Class
Actual	$	1,000	$	1,125.10	$	4.23		0.79	%	$	4.34		0.81	%
Hypothetical**	$	1,000	$	1,021.22	$	4.02		0.79	%	$	4.13		0.81	%
Class R
Actual	$	1,000	$	1,121.70	$	7.86		1.47	%	$	7.97		1.49	%
Hypothetical**	$	1,000	$	1,017.80	$	7.48		1.47	%	$	7.58		1.49	%
Class K
Actual	$	1,000	$	1,123.70	$	6.21		1.16	%	$	6.32		1.18	%
Hypothetical**	$	1,000	$	1,019.36	$	5.90		1.16	%	$	6.01		1.18	%
Class I
Actual	$	1,000	$	1,125.60	$	4.45		0.83	%	$	4.55		0.85	%
Hypothetical**	$	1,000	$	1,021.02	$	4.23		0.83	%	$	4.33		0.85	%

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

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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

PORTFOLIO SUMMARY

August 31, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $693.2

1 All data are as of August 31, 2021. The Fund’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” security type weightings represent 0.1% or less in the following types: Commercial Mortgage-Backed Securities, Governments–Sovereign Bonds, Mortgage Pass-Throughs and Warrants.

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

PORTFOLIO SUMMARY (continued)

August 31, 2021 (unaudited)

1 All data are as of August 31, 2021. The Fund’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 0.6% or less in the following: Angola, Argentina, Australia, Austria, Bahrain, Belgium, Bermuda, Brazil, Colombia, Dominican Republic, Ecuador, Egypt, El Salvador, Finland, Ghana, Honduras, Hong Kong, India, Israel, Italy, Ivory Coast, Jamaica, Jersey (Channel Islands), Kenya, Lebanon, Macau, Mexico, Nigeria, Norway, Oman, Pakistan, Panama, Peru, Philippines, Puerto Rico, Russia, Senegal, Singapore, South Africa, South Korea, Spain, Trinidad & Tobago, Turkey, Ukraine, United Arab Emirates, Venezuela and Zambia.

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS

August 31, 2021

Company	Shares		U.S. $ Value
COMMON STOCKS – 65.9%
Information Technology – 16.1%
Communications Equipment – 0.4%
Calix, Inc.(a)		14,464	$	674,022
Lumentum Holdings, Inc.(a)		9,370		811,817
Motorola Solutions, Inc.		3,410		832,790
Telefonaktiebolaget LM Ericsson – Class B		25,109		297,419
				2,616,048
Electronic Equipment, Instruments & Components – 2.1%
Amphenol Corp. – Class A		50,126		3,841,155
Arrow Electronics, Inc.(a)		4,927		597,251
Avnet, Inc.		13,697		554,181
CDW Corp./DE		20,592		4,130,961
Coherent, Inc.(a)		11,386		2,876,901
Flex Ltd.(a)		45,270		841,116
IPG Photonics Corp.(a)		2,743		468,175
Kingboard Holdings Ltd.		66,000		324,517
Kingboard Laminates Holdings Ltd.		73,000		143,552
Synnex Technology International Corp.		234,000		453,883
WPG Holdings Ltd.		256,000		446,559
				14,678,251
IT Services – 3.5%
Adyen NV(a)(b)		230		743,377
Akamai Technologies, Inc.(a)		7,526		852,320
Automatic Data Processing, Inc.		16,444		3,437,454
Booz Allen Hamilton Holding Corp.		13,366		1,094,809
Broadridge Financial Solutions, Inc.		2,320		399,550
Capgemini SE		4,150		932,867
Cognizant Technology Solutions Corp. – Class A		41,443		3,162,515
EPAM Systems, Inc.(a)		1,154		730,263
Fidelity National Information Services, Inc.		3,860		493,192
Gartner, Inc.(a)		1,040		321,090
Genpact Ltd.		6,940		360,047
Mastercard, Inc. – Class A		16,985		5,880,717
Network International Holdings PLC(a)(b)		46,750		251,441
Nomura Research Institute Ltd.		8,400		315,003
Paychex, Inc.		11,829		1,354,066
Square, Inc. – Class A(a)		2,030		544,182
Twilio, Inc. – Class A(a)		970		346,251
Visa, Inc. – Class A		11,133		2,550,570
Western Union Co. (The) – Class W		21,164		457,989
				24,227,703

18    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Semiconductors & Semiconductor Equipment – 2.3%
Analog Devices, Inc.		1	$	135
Applied Materials, Inc.		14,421		1,948,710
ASE Technology Holding Co., Ltd.		137,000		630,881
Broadcom, Inc.		1,241		617,038
Cree, Inc.(a)(c)		4,470		379,861
Dialog Semiconductor PLC(a)		34,199		2,718,325
Flat Glass Group Co., Ltd.		12,200		110,765
Globalwafers Co., Ltd.		11,000		343,751
Infineon Technologies AG		30,135		1,283,081
KLA Corp.		1,030		350,159
Magnachip Semiconductor Corp.(a)		21,908		399,821
MediaTek, Inc.		12,000		389,127
Micron Technology, Inc.(a)		7,165		528,060
Novatek Microelectronics Corp.		32,000		516,403
NVIDIA Corp.		1,120		250,712
NXP Semiconductors NV		3,180		684,113
Phison Electronics Corp.		25,000		383,150
QUALCOMM, Inc.		4,510		661,572
Realtek Semiconductor Corp.		17,000		338,822
Taiwan Semiconductor Manufacturing Co., Ltd.		16,000		350,963
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		6,370		758,094
Texas Instruments, Inc.		4,915		938,323
Xilinx, Inc.		9,175		1,427,538
				16,009,404
Software – 6.4%
Adobe, Inc.(a)		2,615		1,735,575
Avaya Holdings Corp.(a)		2,217		44,717
Bentley Systems, Inc.		9,020		581,700
Cadence Design Systems, Inc.(a)		3,793		620,080
Citrix Systems, Inc.		4,000		411,480
Cloudera, Inc.(a)		81,921		1,305,001
Coinbase Global, Inc.(a)		1,360		352,240
Constellation Software, Inc./Canada		620		1,050,749
Cornerstone OnDemand, Inc.(a)		7,968		456,566
Crowdstrike Holdings, Inc. – Class A(a)		2,400		674,400
Dassault Systemes SE		13,800		788,201
Dropbox, Inc. – Class A(a)		17,486		554,481
Fair Isaac Corp.(a)		820		376,987
Five9, Inc.(a)		15,282		2,418,071
Fortinet, Inc.(a)		2,347		739,634
Medallia, Inc.(a)		20,633		696,776
Microsoft Corp.		61,359		18,523,055

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Monitronics International, Inc.(a)		4,469	$	34,233
NortonLifeLock, Inc.		46,683		1,239,900
Nuance Communications, Inc.(a)		49,761		2,739,343
Oracle Corp.		17,308		1,542,662
Oracle Corp./Japan		8,900		730,378
Proofpoint, Inc.(a)		8,099		1,424,614
QAD, Inc.		1,675		145,742
SAP SE		17,632		2,648,502
Trend Micro, Inc./Japan		12,800		701,174
VMware, Inc. – Class A(a)		7,877		1,172,649
Zendesk, Inc.(a)		3,670		453,612
				44,162,522
Technology Hardware, Storage & Peripherals – 1.4%
Apple, Inc.		35,475		5,386,170
Logitech International SA(c)		4,183		428,297
NetApp, Inc.		7,240		643,853
Samsung Electronics Co., Ltd.		46,532		3,071,960
Samsung Electronics Co., Ltd. (Preference Shares)		886		54,016
				9,584,296
				111,278,224
Financials – 10.0%
Banks – 3.1%
ABN AMRO Bank NV (GDR)(a)(b)(c)		52,773		735,219
Atlantic Capital Bancshares, Inc.(a)		26,357		638,630
Banco Bilbao Vizcaya Argentaria SA(a)		99,747		652,843
Bank Leumi Le-Israel BM		74,860		618,434
Bank of America Corp.		8,264		345,022
Bank of Communications Co., Ltd. – Class H		373,000		214,215
Cadence BanCorp		60,845		1,308,776
China CITIC Bank Corp., Ltd. – Class H		920,000		422,947
CIT Group, Inc.		55,537		3,077,861
Citigroup, Inc.		1,714		123,254
DBS Group Holdings Ltd.		28,200		625,281
Erste Group Bank AG		20,350		812,559
HDFC Bank Ltd. (ADR)		8,540		668,767
Industrial Bank Co., Ltd. – Class A		8,300		23,741
Investors Bancorp, Inc.		58,671		839,582
JPMorgan Chase & Co.		7,224		1,155,479
Jyske Bank A/S(a)		17,294		754,953
KBC Group NV		4,080		342,883
Mebuki Financial Group, Inc.		233,200		521,154
Mitsubishi UFJ Financial Group, Inc.		59,700		323,899
National Bank of Canada		8,092		642,280

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Oversea-Chinese Banking Corp. Ltd.		89,700	$	759,078
People’s United Financial, Inc.		71,941		1,181,991
Reliant Bancorp, Inc.		10,394		301,426
Royal Bank of Canada		11,280		1,158,711
Sberbank of Russia PJSC (Sponsored ADR)		36,611		654,239
Societe Generale SA		20,672		650,633
SVB Financial Group(a)		1,650		923,175
Toronto-Dominion Bank (The)		9,887		642,050
US Bancorp		6,550		375,904
				21,494,986
Capital Markets – 3.4%
BlackRock, Inc. – Class A		1,595		1,504,548
Charles Schwab Corp. (The)		62,747		4,571,119
CME Group, Inc. – Class A		7,183		1,448,955
Credit Suisse Group AG		124,383		1,317,653
Euronext NV(b)		5,697		661,105
Franklin Resources, Inc.		16,106		522,479
Goldman Sachs Group, Inc. (The)		5,602		2,316,483
Invesco Ltd.		19,800		501,336
Julius Baer Group Ltd.		30,954		2,112,721
Korea Investment Holdings Co., Ltd.		1,250		102,363
London Stock Exchange Group PLC		6,816		746,651
Moody’s Corp.		5,694		2,168,104
MSCI, Inc. – Class A		1,550		983,599
Partners Group Holding AG		1,030		1,826,194
Raymond James Financial, Inc.		2,588		362,061
S&P Global, Inc.		2,590		1,149,494
Singapore Exchange Ltd.		91,900		674,525
T Rowe Price Group, Inc.		3,444		771,008
				23,740,398
Consumer Finance – 0.4%
Ally Financial, Inc.		11,525		609,672
American Express Co.		13,057		2,166,940
				2,776,612
Diversified Financial Services – 0.9%
Berkshire Hathaway, Inc. – Class B(a)		282		80,587
Far East Horizon Ltd.(c)		543,000		617,184
Groupe Bruxelles Lambert SA		6,628		759,344
IHS Markit Ltd.		25,162		3,034,537
Industrivarden AB		14,251		524,686
Investor AB		19,100		456,846
Kinnevik AB(a)		13,122		514,134
Voya Financial, Inc.		8,550		555,579
				6,542,897

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Insurance – 1.5%
AIA Group Ltd.		38,400	$	458,524
Allianz SE		1,190		279,366
American National Group, Inc.		2,549		490,682
Athene Holding Ltd. – Class A(a)		41,043		2,748,650
Aviva PLC		106,212		590,338
Japan Post Insurance Co., Ltd.		10,100		183,417
Lincoln National Corp.		5,200		356,980
Manulife Financial Corp.		25,592		498,391
Marsh & McLennan Cos., Inc.		2,380		374,136
MetLife, Inc.		9,094		563,828
PICC Property & Casualty Co., Ltd. – Class H		772,000		697,975
Progressive Corp. (The)		7,440		716,770
Prudential Financial, Inc.		5,650		598,222
Sampo Oyj – Class A		7,400		382,397
State Auto Financial Corp.		23,051		1,165,920
				10,105,596
Mortgage Real Estate Investment Trusts (REITs) – 0.1%
AGNC Investment Corp.		33,236		542,079
Thrifts & Mortgage Finance – 0.6%
Flagstar Bancorp, Inc.		60,882		3,011,224
Meridian Bancorp, Inc.		48,325		1,004,193
				4,015,417
				69,217,985
Health Care – 9.6%
Biotechnology – 0.9%
Abcam PLC(a)		23,540		499,700
BeiGene Ltd. (Sponsored ADR)(a)		1,070		329,881
I-Mab (Sponsored ADR)(a)		3,900		276,588
Moderna, Inc.(a)		1,490		561,268
Translate Bio, Inc.(a)		72,177		2,699,420
Trillium Therapeutics, Inc.(a)		96,835		1,668,467
Zai Lab Ltd. (ADR)(a)		429		61,990
				6,097,314
Health Care Equipment & Supplies – 2.0%
Abbott Laboratories		41,418		5,233,993
Alcon, Inc.		7,110		585,572
Align Technology, Inc.(a)		946		670,714
Cooper Cos., Inc. (The)		1,090		491,274
Danaher Corp.		2,940		953,030
Koninklijke Philips NV		56,150		2,587,568
Medtronic PLC		17,189		2,294,387

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Novocure Ltd.(a)		3,490	$	468,393
STERIS PLC		3,130		672,981
				13,957,912
Health Care Providers & Services – 1.8%
Anthem, Inc.		11,007		4,129,056
Guangzhou Kingmed Diagnostics Group Co., Ltd.		3,200		52,205
Henry Schein, Inc.(a)		8,813		666,175
Laboratory Corp. of America Holdings(a)		3,710		1,125,540
Magellan Health, Inc.(a)		24,726		2,339,574
Molina Healthcare, Inc.(a)		2,302		618,708
Shanghai Pharmaceuticals Holding Co., Ltd. – Class H		248,200		492,386
Sinopharm Group Co., Ltd. – Class H		176,000		452,937
Triple-S Management Corp.(a)		10,150		360,325
UnitedHealth Group, Inc.		3,391		1,411,572
Universal Health Services, Inc. – Class B		3,850		599,676
				12,248,154
Health Care Technology – 0.5%
Cerner Corp.		7,440		568,044
Change Healthcare, Inc.(a)		119,773		2,614,645
Inovalon Holdings, Inc. – Class A(a)		3,320		135,622
Veeva Systems, Inc. – Class A(a)		910		302,102
				3,620,413
Life Sciences Tools & Services – 2.0%
Agilent Technologies, Inc.		4,130		724,691
Bio-Rad Laboratories, Inc. – Class A(a)		2,003		1,612,054
Bruker Corp.		7,320		646,429
Gerresheimer AG		4,720		501,393
IQVIA Holdings, Inc.(a)		17,519		4,550,210
Maccura Biotechnology Co., Ltd.		92,500		405,945
Mettler-Toledo International, Inc.(a)		430		667,717
PPD, Inc.(a)		54,605		2,528,758
Thermo Fisher Scientific, Inc.		3,749		2,080,508
Waters Corp.(a)		1,180		488,544
				14,206,249
Pharmaceuticals – 2.4%
AstraZeneca PLC (Sponsored ADR)		13,369		779,145
Bristol-Myers Squibb Co.		2,080		139,069
China Medical System Holdings Ltd.		33,000		64,771
Eli Lilly & Co.		1,620		418,430
Intersect ENT, Inc.(a)		54,152		1,473,476
Johnson & Johnson		2,926		506,578
Merck & Co., Inc.		7,532		574,616
Novo Nordisk A/S – Class B		13,740		1,375,510

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Pfizer, Inc.		3,190	$	146,963
Roche Holding AG		10,012		4,020,368
Sanofi		18,522		1,919,595
Sumitomo Dainippon Pharma Co., Ltd.		29,100		522,348
Takeda Pharmaceutical Co., Ltd.		18,800		625,767
Zoetis, Inc.		18,672		3,819,544
				16,386,180
				66,516,222
Consumer Discretionary – 8.9%
Auto Components – 0.8%
Aptiv PLC(a)		27,142		4,130,741
ATD New Holdings, Inc.(a)(d)		2,609		176,760
Exide Corp.(a)(d)		13		28,275
JTEKT Corp.		53,500		483,744
Veoneer, Inc.(a)(c)		25,828		924,642
				5,744,162
Automobiles – 0.5%
Daimler AG		7,592		640,421
Li Auto, Inc. (ADR)(a)		15,300		472,158
NIO, Inc. (ADR)(a)		4,310		169,426
Tesla, Inc.(a)		388		285,459
Toyota Motor Corp.		12,200		1,062,539
Volkswagen AG		1,630		545,385
Yadea Group Holdings Ltd.(b)		22,170		39,448
				3,214,836
Distributors – 0.3%
Core-Mark Holding Co., Inc.		52,094		2,396,324
Diversified Consumer Services – 0.2%
Gaotu Techedu, Inc. (ADR)(a)		282		812
Service Corp. International/US		26,087		1,637,220
				1,638,032
Hotels, Restaurants & Leisure – 1.0%
Aramark		15,010		522,198
Aristocrat Leisure Ltd.		14,750		489,562
Caesars Entertainment, Inc.(a)		367		37,298
Chipotle Mexican Grill, Inc. – Class A(a)		330		628,099
Compass Group PLC(a)		48,640		1,004,900
Domino’s Pizza Enterprises Ltd.		6,470		739,375
Domino’s Pizza, Inc.		1,040		537,566
eDreams ODIGEO SA(a)		29,487		219,346
Galaxy Entertainment Group Ltd.(a)		212,000		1,359,258
Golden Nugget Online Gaming, Inc.(a)		26,823		579,377
Shenzhen Overseas Chinese Town Co., Ltd.		425,992		443,899
				6,560,878

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Household Durables – 0.5%
Electrolux AB – Class B		19,211	$	488,178
Garmin Ltd.		3,430		598,295
LG Electronics, Inc.		705		86,103
PulteGroup, Inc.		10,420		561,221
Sony Group Corp.		5,200		537,656
TopBuild Corp.(a)		3,150		689,189
Whirlpool Corp.		2,410		533,887
				3,494,529
Internet & Direct Marketing Retail – 2.3%
Alibaba Group Holding Ltd.(a)		3,000		62,819
Alibaba Group Holding Ltd. (ADR)(a)		8,511		1,421,252
Amazon.com, Inc.(a)		3,016		10,467,903
HelloFresh SE(a)		6,062		654,501
MercadoLibre, Inc.(a)		180		336,141
Prosus NV(a)		29,708		2,629,618
Stamps.com, Inc.(a)		1,852		609,123
				16,181,357
Multiline Retail – 0.1%
Canadian Tire Corp., Ltd. – Class A(c)		3,539		538,571
Specialty Retail – 1.7%
AutoZone, Inc.(a)		840		1,301,286
Best Buy Co., Inc.		5,132		597,929
Chow Tai Fook Jewellery Group Ltd.		71,800		145,251
GrandVision NV(a)(b)		64,294		2,152,195
Home Depot, Inc. (The)		2,741		894,060
Lowe’s Cos., Inc.		3,980		811,482
O’Reilly Automotive, Inc.(a)		850		504,968
Ross Stores, Inc.		4,588		543,219
Sportsman’s Warehouse Holdings, Inc.(a)		100,112		1,775,987
TJX Cos., Inc. (The)		42,139		3,064,348
Tractor Supply Co.		970		188,423
				11,979,148
Textiles, Apparel & Luxury Goods – 1.5%
ANTA Sports Products Ltd.		27,000		554,603
Bosideng International Holdings Ltd.(c)		740,000		604,107
Deckers Outdoor Corp.(a)		1,860		778,317
EssilorLuxottica SA		2,482		487,688
Kering SA		627		499,418
NIKE, Inc. – Class B		37,442		6,168,196
Pandora A/S		4,167		499,474
Swatch Group AG (The)		1,530		431,695
				10,023,498
				61,771,335

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrials – 7.0%
Aerospace & Defense – 0.6%
Aerojet Rocketdyne Holdings, Inc.		56,943	$	2,364,273
Hexcel Corp.(a)		11,280		639,689
Huntington Ingalls Industries, Inc.		2,655		542,071
L3Harris Technologies, Inc.		1,960		456,700
				4,002,733
Air Freight & Logistics – 0.2%
Deutsche Post AG		7,130		501,304
Kuehne & Nagel International AG		1,709		624,585
Yamato Holdings Co., Ltd.		3,600		91,524
				1,217,413
Airlines – 0.1%
Korean Air Lines Co., Ltd.(a)		13,270		357,486
Building Products – 1.0%
Assa Abloy AB – Class B		15,980		511,371
Cie de Saint-Gobain		3,280		237,777
Lennox International, Inc.		1,520		509,474
Otis Worldwide Corp.		34,748		3,204,461
Owens Corning		5,750		549,412
Trex Co., Inc.(a)		7,470		819,907
Xinyi Glass Holdings Ltd.		150,000		630,335
Zhejiang Weixing New Building Materials Co., Ltd.		97,700		298,579
				6,761,316
Commercial Services & Supplies – 0.8%
Secom Co., Ltd.		7,890		598,320
Stericycle, Inc.(a)		38,341		2,668,534
Tetra Tech, Inc.		3,250		467,480
TOMRA Systems ASA		12,500		768,204
Waste Management, Inc.		5,950		922,904
				5,425,442
Construction & Engineering – 0.0%
Kajima Corp.		7,200		93,026
WillScot Mobile Mini Holdings Corp.(a)		1,235		36,556
				129,582
Electrical Equipment – 0.8%
Acuity Brands, Inc.		2,888		532,923
Generac Holdings, Inc.(a)		1,629		711,840
Prysmian SpA		12,570		473,260
Regal Beloit Corp.		2,280		340,678
Rockwell Automation, Inc.		2,570		836,406
Schneider Electric SE		6,370		1,138,105
Sensata Technologies Holding PLC(a)		8,729		516,582

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Vertiv Holdings Co.		23,577	$	664,164
Vestas Wind Systems A/S		16,900		682,365
				5,896,323
Industrial Conglomerates – 0.3%
3M Co.		8,289		1,614,200
CITIC Ltd.		444,000		551,640
Raven Industries, Inc.(a)		6,002		350,216
				2,516,056
Machinery – 1.5%
CNH Industrial NV		36,460		602,714
Dover Corp.		9,463		1,649,969
Lydall, Inc.(a)		11,340		702,853
Mitsubishi Heavy Industries Ltd.		19,100		504,601
Parker-Hannifin Corp.		2,743		813,766
SKF AB – Class B		3,891		99,374
SMC Corp.		900		575,863
Snap-on, Inc.		2,535		570,248
Techtronic Industries Co., Ltd.		27,000		597,570
Volvo AB – Class B		45,480		1,029,794
Welbilt, Inc.(a)		114,506		2,679,441
Xylem, Inc./NY		5,630		767,425
				10,593,618
Marine – 0.1%
AP Moller - Maersk A/S – Class A		94		254,733
Evergreen Marine Corp. Taiwan Ltd.		66,000		322,182
				576,915
Professional Services – 0.9%
Recruit Holdings Co., Ltd.		13,000		765,468
RELX PLC		66,300		1,994,165
Robert Half International, Inc.		6,140		634,876
Verisk Analytics, Inc. – Class A		11,829		2,386,619
Wolters Kluwer NV(c)		4,640		533,604
				6,314,732
Road & Rail – 0.4%
Kansas City Southern		10,243		2,874,903
Transportation Infrastructure – 0.3%
CAI International, Inc.		24,492		1,370,817
International Container Terminal Services, Inc.		136,940		512,490
				1,883,307
				48,549,826

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 4.9%
Diversified Telecommunication Services – 0.9%
Charter Communications, Inc. – Class A(a)		193	$	157,615
Comcast Corp. – Class A		34,406		2,087,756
Nippon Telegraph & Telephone Corp.		28,800		767,312
ORBCOMM, Inc.(a)		30,993		356,110
Shaw Communications, Inc. – Class B		92,460		2,721,072
Telenor ASA		13,500		236,506
				6,326,371
Entertainment – 0.8%
Activision Blizzard, Inc.		6,719		553,444
Bilibili, Inc. (Sponsored ADR)(a)(c)		998		80,070
Electronic Arts, Inc.		14,025		2,036,570
Nintendo Co., Ltd.		1,060		509,265
Score Media and Gaming, Inc.(a)		52,103		1,858,514
Ubisoft Entertainment SA(a)		3,020		191,836
				5,229,699
Interactive Media & Services – 2.8%
Alphabet, Inc. – Class A(a)		246		711,912
Alphabet, Inc. – Class C(a)		2,600		7,564,024
Auto Trader Group PLC		51,250		443,190
Facebook, Inc. – Class A(a)		25,624		9,721,233
IAC/InterActiveCorp(a)		3,960		522,918
Kakaku.com, Inc.		13,500		420,049
Tencent Holdings Ltd.		1,100		67,939
				19,451,265
Media – 0.2%
DISH Network Corp. – Class A(a)		609		26,546
Fox Corp. – Class A		2,950		110,448
Fox Corp. – Class B		11,490		397,899
iHeartMedia, Inc. – Class A(a)		2,453		61,031
Interpublic Group of Cos., Inc. (The)		12,830		477,661
Omnicom Group, Inc.		2,859		209,336
				1,282,921
Wireless Telecommunication Services – 0.2%
SoftBank Corp.		16,300		218,140
SoftBank Group Corp.		25,800		1,453,927
				1,672,067
				33,962,323
Materials – 2.8%
Chemicals – 1.7%
Akzo Nobel NV		3,890		479,401

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Atotech Ltd.(a)		83,096	$	1,990,149
Celanese Corp. – Class A		3,440		545,584
Chr Hansen Holding A/S		6,550		604,436
Covestro AG(b)		6,060		392,734
Dow, Inc.		5,040		317,016
Ferro Corp.(a)		21,924		456,019
International Flavors & Fragrances, Inc.		11,899		1,802,698
Johnson Matthey PLC		20,000		808,576
Koninklijke DSM NV		3,390		721,721
LANXESS AG		7,223		526,503
Linde PLC		4,224		1,328,828
Mitsui Chemicals, Inc.		8,100		279,631
Mosaic Co. (The)		11,010		354,302
Sumitomo Chemical Co., Ltd.		8,800		44,613
Umicore SA		4,860		319,798
WR Grace & Co.		12,805		891,740
				11,863,749
Construction Materials – 0.3%
Forterra, Inc.(a)		76,853		1,770,693
Containers & Packaging – 0.0%
Westrock Co.		16		833
Metals & Mining – 0.4%
Artsonig Pty Ltd.(d)(e)		51,133		– 0	–
China Hongqiao Group Ltd.		71,500		106,050
Cia Siderurgica Nacional SA		50,900		343,153
Evraz PLC		67,812		551,597
Fortescue Metals Group Ltd.		32,745		499,206
Hunan Valin Steel Co., Ltd. – Class A		486,100		586,306
Kumba Iron Ore Ltd.(c)		6,325		284,051
Neenah Enterprises, Inc.(a)(d)(e)		10,896		– 0	–
Norsk Hydro ASA		31,530		217,659
Rio Tinto Ltd.		5,940		483,309
				3,071,331
Paper & Forest Products – 0.4%
Domtar Corp.(a)		47,961		2,629,702
				19,336,308
Real Estate – 2.4%
Equity Real Estate Investment Trusts (REITs) – 1.8%
American Campus Communities, Inc.		4,260		216,621
American Tower Corp.		12,702		3,711,143
Iron Mountain, Inc.		13,363		638,083
MGM Growth Properties LLC – Class A		462		19,154
New Senior Investment Group, Inc.		114,193		996,905

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Nippon Building Fund, Inc.		48	$	311,709
Orix JREIT, Inc.(c)		284		506,228
QTS Realty Trust, Inc. – Class A		7,599		592,570
VEREIT, Inc.		60,386		3,051,305
VICI Properties, Inc.(c)		18,141		560,739
Weyerhaeuser Co.		16,977		611,172
WPT Industrial Real Estate Investment Trust		62,275		1,355,104
				12,570,733
Real Estate Management & Development – 0.6%
CBRE Group, Inc. – Class A(a)		15,558		1,498,235
Deutsche Wohnen SE		22,337		1,386,527
FirstService Corp.		2,460		456,884
Hopson Development Holdings Ltd.		42,000		163,627
Nomura Real Estate Holdings, Inc.		18,600		476,332
Vonovia SE		4,370		295,022
				4,276,627
				16,847,360
Consumer Staples – 2.3%
Beverages – 0.8%
Asahi Group Holdings Ltd.		38,579		1,793,330
Chongqing Brewery Co., Ltd.(a)		22,844		496,727
Coca-Cola Co. (The)		38,423		2,163,599
Constellation Brands, Inc. – Class A		3,455		729,489
PepsiCo, Inc.		1,220		190,796
				5,373,941
Food & Staples Retailing – 0.5%
Koninklijke Ahold Delhaize NV		35,082		1,183,577
Kroger Co. (The)		15,824		728,379
Progenic Pharmaceuticals, Inc.(d)(e)		136,645		– 0	–
Southeastern Grocers, Inc.(a)(d)(e)		8,714		191,708
Walmart, Inc.		7,840		1,161,104
				3,264,768
Food Products – 0.6%
Archer-Daniels-Midland Co.		8,899		533,940
Bunge Ltd.		7,214		546,172
JM Smucker Co. (The)		3,570		441,502
Nestle SA		4,200		530,412
Salmar ASA		13,770		922,981
Sanderson Farms, Inc.		3,450		677,925
Tyson Foods, Inc. – Class A		7,254		569,584
				4,222,516
Household Products – 0.2%
Procter & Gamble Co. (The)		9,460		1,347,009

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Tobacco – 0.2%
Philip Morris International, Inc.		6,376	$	656,728
Swedish Match AB		124,360		1,148,923
				1,805,651
				16,013,885
Utilities – 1.1%
Electric Utilities – 0.8%
American Electric Power Co., Inc.		3,850		344,845
Enel SpA		64,580		588,352
Iberdrola SA		39,693		491,855
NextEra Energy, Inc.		15,420		1,295,126
NRG Energy, Inc.		13,529		617,869
Orsted AS(b)		1,780		282,992
PNM Resources, Inc.		56,576		2,800,512
				6,421,551
Gas Utilities – 0.1%
UGI Corp.		12,058		558,406
Multi-Utilities – 0.1%
Ameren Corp.		6,300		552,636
Water Utilities – 0.1%
American Water Works Co., Inc.		2,540		462,915
				7,995,508
Energy – 0.8%
Oil, Gas & Consumable Fuels – 0.8%
Battalion Oil Corp.(a)		1		11
Berry Corp.		9,850		59,100
Bonanza Creek Energy, Inc.		493		19,168
CHC Group LLC(a)(f)		22,775		458
Cheniere Energy, Inc.(a)		4,754		415,785
Denbury, Inc.(a)		1,189		83,622
Diamond Offshore Drilling, Inc.(a)		16,845		84,225
Diamond Offshore Drilling, Inc.(a)(g)		3,643		18,215
Gulfport Energy Operating Corp.(a)(c)		3,879		259,350
Gulfport Energy Operating Corp.(a)(d)(h)		1		4,800
Imperial Oil Ltd.		12,348		326,794
K2016470219 South Africa Ltd. – Series A(d)(e)		465,862		– 0	–
K2016470219 South Africa Ltd. – Series B(d)(e)		73,623		– 0	–
LUKOIL PJSC (Sponsored ADR)		9,748		833,941
Neste Oyj		8,423		513,061
OMV AG		5,554		307,640
Paragon Litigation – Class A(d)		649		65
Paragon Litigation – Class B(d)		974		9,740

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
Parkland Corp./Canada			2,635	$	78,675
Royal Dutch Shell PLC – Class B			90,462		1,780,076
SandRidge Energy, Inc.(a)			14		125
Shaanxi Coal Industry Co., Ltd.			193,200		409,427
Vantage Drilling International(a)			602		1,354
Whiting Petroleum Corp.(a)			1,504		70,613
					5,276,245
Total Common Stocks (cost $366,873,470)					456,765,221
		Principal Amount (000)
CORPORATES - NON-INVESTMENT GRADE – 5.2%
Industrial – 4.4%
Basic – 0.3%
Advanced Drainage Systems, Inc. 5.00%, 09/30/2027(b)	U.S.$		16		16,688
Arconic Corp. 6.125%, 02/15/2028(b)			33		35,293
Big River Steel LLC/BRS Finance Corp. 6.625%, 01/31/2029(b)			102		111,289
Cleveland-Cliffs, Inc. 4.625%, 03/01/2029(b)(c)			25		26,408
4.875%, 03/01/2031(b)(c)			27		29,025
6.75%, 03/15/2026(b)			12		12,868
9.875%, 10/17/2025(b)			75		87,313
Commercial Metals Co. 5.375%, 07/15/2027			140		147,938
Crown Americas LLC/Crown Americas Capital Corp. VI 4.75%, 02/01/2026			20		20,730
CVR Partners LP/CVR Nitrogen Finance Corp. 6.125%, 06/15/2028(b)			64		65,466
Element Solutions, Inc. 3.875%, 09/01/2028(b)			91		93,199
ERP Iron Ore, LLC 9.04%, 12/31/2019(a)(d)(e)(i)(j)			12		10,336
FMG Resources August 206 Pty Ltd. 4.50%, 09/15/2027(b)			36		38,989
Graham Packaging Co., Inc. 7.125%, 08/15/2028(b)			28		29,814
Grinding Media, Inc./Moly-Cop AltaSteel Ltd. 7.375%, 12/15/2023(b)			123		124,548

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Hecla Mining Co. 7.25%, 02/15/2028	U.S.$		28	$	30,324
Illuminate Buyer LLC/Illuminate Holdings IV, Inc. 9.00%, 07/01/2028(b)			77		85,067
INEOS Quattro Finance 1 PLC 3.75%, 07/15/2026(b)	EUR		149		181,342
Intelligent Packaging Holdco Issuer LP 9.00% (9.00% Cash or 9.75% PIK), 01/15/2026(b)(j)	U.S.$		52		54,030
Intelligent Packaging Ltd. Finco, Inc./Intelligent Packaging Ltd. Co-Issuer LLC 6.00%, 09/15/2028(b)			123		128,525
Joseph T Ryerson & Son, Inc. 8.50%, 08/01/2028(b)			34		37,894
Kraton Polymers LLC/Kraton Polymers Capital Corp. 5.25%, 05/15/2026(b)	EUR		100		121,284
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018(a)(d)(e)(g)(i)	U.S.$		146		– 0	–
Mercer International, Inc. 5.125%, 02/01/2029			93		93,710
Peabody Energy Corp. 6.00%, 03/31/2022(b)			1		743
8.50% (6.00% Cash and 2.50% PIK), 12/31/2024(b)(j)			7		5,617
PIC AU Holdings LLC/PIC AU Holdings Corp. 10.00%, 12/31/2024(b)			7		6,992
SPCM SA 4.875%, 09/15/2025(b)			142		144,632
Valvoline, Inc. 4.25%, 02/15/2030(b)			152		157,770
WR Grace Holdings LLC 5.625%, 08/15/2029(b)			59		61,420
					1,959,254
Capital Goods – 0.3%
ARD Finance SA 5.00% (5.00% Cash or 5.75% PIK), 06/30/2027(b)(j)	EUR		202		245,779
Ball Corp. 5.00%, 03/15/2022	U.S.$		93		95,347
Clean Harbors, Inc. 4.875%, 07/15/2027(b)			3		3,144
Cleaver-Brooks, Inc. 7.875%, 03/01/2023(b)(c)			74		72,889

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Colfax Corp. 6.375%, 02/15/2026(b)	U.S.$		18	$	18,924
Crown Americas LLC/Crown Americas Capital Corp. IV 4.50%, 01/15/2023			16		16,727
Energizer Holdings, Inc. 4.75%, 06/15/2028(b)			33		33,908
EnerSys 4.375%, 12/15/2027(b)			100		105,073
Gates Global LLC/Gates Corp. 6.25%, 01/15/2026(b)			130		135,688
GFL Environmental, Inc. 4.75%, 06/15/2029(b)(c)			38		39,067
5.125%, 12/15/2026(b)			15		15,831
Granite US Holdings Corp. 11.00%, 10/01/2027(b)			54		59,989
Griffon Corp. 5.75%, 03/01/2028			22		23,384
JELD-WEN, Inc. 4.625%, 12/15/2025(b)			17		17,279
Madison IAQ LLC 5.875%, 06/30/2029(b)			207		211,916
Moog, Inc. 4.25%, 12/15/2027(b)			42		43,289
RBS Global, Inc./Rexnord LLC 4.875%, 12/15/2025(b)			60		61,221
Stevens Holding Co., Inc. 6.125%, 10/01/2026(b)			18		19,394
Summit Materials LLC/Summit Materials Finance Corp. 5.25%, 01/15/2029(b)			34		35,970
Tervita Corp. 11.00%, 12/01/2025(b)			112		129,184
TransDigm UK Holdings PLC 6.875%, 05/15/2026			265		279,774
TransDigm, Inc. 6.25%, 03/15/2026(b)			47		49,352
Triumph Group, Inc. 6.25%, 09/15/2024(b)			37		37,439
7.75%, 08/15/2025			42		42,049
8.875%, 06/01/2024(b)			55		60,597
					1,853,214
Communications - Media – 0.5%
Advantage Sales & Marketing, Inc. 6.50%, 11/15/2028(b)			113		118,329
Altice Financing SA 5.75%, 08/15/2029(b)			279		286,639

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
AMC Networks, Inc. 4.25%, 02/15/2029	U.S.$		181	$	179,613
Arches Buyer, Inc. 6.125%, 12/01/2028(b)			39		40,149
Banijay Entertainment SASU 3.50%, 03/01/2025(b)	EUR		150		179,371
CCO Holdings LLC/CCO Holdings Capital Corp. 4.25%, 01/15/2034(b)	U.S.$		34		34,302
5.75%, 02/15/2026(b)			44		45,265
Clear Channel Worldwide Holdings, Inc. 5.125%, 08/15/2027(b)			25		25,721
CSC Holdings LLC 3.375%, 02/15/2031(b)			200		190,220
5.875%, 09/15/2022			15		15,638
6.75%, 11/15/2021			40		40,404
DISH DBS Corp. 5.125%, 06/01/2029			73		72,633
7.375%, 07/01/2028(c)			98		105,475
DISH Network Corp. 3.375%, 08/15/2026(h)			56		58,414
iHeartCommunications, Inc. 4.75%, 01/15/2028(b)			35		36,313
6.375%, 05/01/2026			22		23,180
8.375%, 05/01/2027			137		145,042
Lamar Media Corp. 4.875%, 01/15/2029			4		4,271
LCPR Senior Secured Financing DAC 6.75%, 10/15/2027(b)			200		213,714
Mav Acquisition Corp. 5.75%, 08/01/2028(b)			139		138,426
8.00%, 08/01/2029(b)			93		91,391
Meredith Corp. 6.875%, 02/01/2026			204		211,823
National CineMedia LLC 5.75%, 08/15/2026			33		24,998
5.875%, 04/15/2028(b)			67		58,964
Outfront Media Capital LLC/Outfront Media Capital Corp. 4.625%, 03/15/2030(b)			61		61,755
Scripps Escrow, Inc. 5.875%, 07/15/2027(b)			76		77,985
Scripps Escrow II, Inc. 5.375%, 01/15/2031(b)			41		40,599
Sinclair Television Group, Inc. 5.125%, 02/15/2027(b)			150		145,710
Sirius XM Radio, Inc. 3.875%, 09/01/2031(b)			116		115,499

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Summer BC Holdco B SARL 5.75%, 10/31/2026(b)	EUR		150		$	185,550
TEGNA, Inc. 4.75%, 03/15/2026(b)	U.S.$		35			37,201
5.00%, 09/15/2029			110			116,534
Univision Communications, Inc. 4.50%, 05/01/2029(b)			43			43,618
9.50%, 05/01/2025(b)			43			46,887
Urban One, Inc. 7.375%, 02/01/2028(b)			203			219,717
						3,431,350
Communications - Telecommunications – 0.2%
Connect Finco SARL/Connect US Finco LLC 6.75%, 10/01/2026(b)			200			207,496
Consolidated Communications, Inc. 5.00%, 10/01/2028(b)(c)			25			25,805
6.50%, 10/01/2028(b)			164			179,367
Embarq Corp. 7.995%, 06/01/2036			221			232,954
Frontier Communications Holdings LLC 5.875%, 10/15/2027(b)			65			69,343
6.75%, 05/01/2029(b)			28			29,963
Intelsat Jackson Holdings SA 5.50%, 08/01/2023(a)(k)			177			94,243
Lumen Technologies, Inc. 5.375%, 06/15/2029(b)			27			27,739
Sprint Communications, Inc. 11.50%, 11/15/2021			60			61,239
Telecom Italia Capital SA 7.20%, 07/18/2036			105			131,985
Vmed O2 UK Financing I PLC 4.75%, 07/15/2031(b)			200			205,338
Zayo Group Holdings, Inc. 6.125%, 03/01/2028(b)			171			174,030
Zayo Group LLC/Zayo Capital, Inc. 5.75%, 01/15/2027(b)			0	**		121
						1,439,623
Consumer Cyclical - Automotive – 0.3%
Allison Transmission, Inc. 5.875%, 06/01/2029(b)(c)			60			66,075
American Axle & Manufacturing, Inc. 6.25%, 04/01/2025(c)			11			11,366
Aston Martin Capital Holdings Ltd. 15.00% (8.89% Cash and 6.11% PIK), 11/30/2026(b)(j)			255			290,338

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Clarios Global LP/Clarios US Finance Co. 6.25%, 05/15/2026(b)	U.S.$		69	$	72,831
Dana, Inc. 5.375%, 11/15/2027			11		11,621
5.625%, 06/15/2028			17		18,283
Dealer Tire LLC/DT Issuer LLC 8.00%, 02/01/2028(b)			62		66,222
Exide Technologies (Exchange Priority) 11.00%, 10/31/2024(a)(d)(e)(g)			59		– 0	–
(First Lien)
11.00%, 10/31/2024(a)(d)(e)(g)			24		– 0	–
Ford Motor Co. 8.50%, 04/21/2023			156		172,611
Goodyear Tire & Rubber Co. (The) 5.00%, 07/15/2029(b)			42		44,452
5.25%, 07/15/2031(b)			39		41,729
IHO Verwaltungs GmbH 3.625% (3.625% Cash or 4.375% PIK), 05/15/2025(b)(j)	EUR		100		120,242
Jaguar Land Rover Automotive PLC 5.875%, 11/15/2024-01/15/2028(b)	U.S.$		353		402,551
Mclaren Finance PLC 7.50%, 08/01/2026(b)			200		199,850
Meritor, Inc. 4.50%, 12/15/2028(b)			104		105,751
6.25%, 06/01/2025(b)			38		40,410
PM General Purchaser LLC 9.50%, 10/01/2028(b)			103		111,966
Real Hero Merger Sub 2, Inc. 6.25%, 02/01/2029(b)			45		46,561
Tenneco, Inc. 5.00%, 07/15/2026(c)			121		120,817
7.875%, 01/15/2029(b)			83		93,668
Titan International, Inc. 7.00%, 04/30/2028(b)			108		112,904
					2,150,248
Consumer Cyclical - Entertainment – 0.2%
Carnival Corp. 5.75%, 03/01/2027(b)			81		82,778
9.875%, 08/01/2027(b)			60		69,203
11.50%, 04/01/2023(b)			112		125,956
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Op 5.50%, 05/01/2025(b)			179		186,291

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Mattel, Inc. 5.875%, 12/15/2027(b)	U.S.$		15	$	16,385
NCL Corp., Ltd. 5.875%, 03/15/2026(b)			123		123,729
Royal Caribbean Cruises Ltd. 5.50%, 08/31/2026-04/01/2028(b)			183		184,909
10.875%, 06/01/2023(b)			127		143,073
11.50%, 06/01/2025(b)			134		154,261
SeaWorld Parks & Entertainment, Inc. 8.75%, 05/01/2025(b)			93		100,528
Six Flags Entertainment Corp. 4.875%, 07/31/2024(b)			30		30,353
Six Flags Theme Parks, Inc. 7.00%, 07/01/2025(b)			38		40,651
Vail Resorts, Inc. 6.25%, 05/15/2025(b)			25		26,620
Viking Cruises Ltd. 5.875%, 09/15/2027(b)			129		124,927
7.00%, 02/15/2029(b)			34		34,212
13.00%, 05/15/2025(b)			35		40,513
VOC Escrow Ltd. 5.00%, 02/15/2028(b)			3		2,965
					1,487,354
Consumer Cyclical - Other – 0.3%
Adams Homes, Inc. 7.50%, 02/15/2025(b)			79		82,826
Bally’s Corp. 6.75%, 06/01/2027(b)			58		62,787
Beazer Homes USA, Inc. 6.75%, 03/15/2025			46		47,288
Brookfield Residential Properties, Inc./Brookfield Residential US LLC 4.875%, 02/15/2030(b)			113		113,938
6.25%, 09/15/2027(b)			3		3,167
Caesars Entertainment, Inc. 6.25%, 07/01/2025(b)			102		107,783
CP Atlas Buyer, Inc. 7.00%, 12/01/2028(b)			44		45,005
Empire Communities Corp. 7.00%, 12/15/2025(b)			29		30,662
Everi Holdings, Inc. 5.00%, 07/15/2029(b)			18		18,421
Five Point Operating Co. LP/Five Point Capital Corp. 7.875%, 11/15/2025(b)			173		180,550
Forterra Finance LLC/FRTA Finance Corp. 6.50%, 07/15/2025(b)			27		28,961

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Hilton Domestic Operating Co., Inc. 3.625%, 02/15/2032(b)	U.S.$		89	$	88,730
5.375%, 05/01/2025(b)			21		22,034
5.75%, 05/01/2028(b)			22		23,779
Hilton Grand Vacations Borrower Escrow LLC/Hilton Grand Vacations Borrower Esc 4.875%, 07/01/2031(b)			72		71,820
5.00%, 06/01/2029(b)			66		66,994
Installed Building Products, Inc. 5.75%, 02/01/2028(b)			31		32,679
KB Home 7.00%, 12/15/2021			1		856
Marriott Ownership Resorts, Inc. 4.50%, 06/15/2029(b)			37		37,417
6.125%, 09/15/2025(b)			39		41,069
Mattamy Group Corp. 4.625%, 03/01/2030(b)			88		90,225
Premier Entertainment Sub LLC/Premier Entertainment Finance Corp. 5.625%, 09/01/2029(b)			70		71,686
5.875%, 09/01/2031(b)			70		71,732
Scientific Games International, Inc. 5.00%, 10/15/2025(b)			27		27,776
7.00%, 05/15/2028(b)			43		46,267
Shea Homes LP/Shea Homes Funding Corp. 4.75%, 02/15/2028-04/01/2029(b)			142		146,497
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp. 5.875%, 05/15/2025(b)			197		196,762
Taylor Morrison Communities, Inc. 5.75%, 01/15/2028(b)			20		22,544
5.875%, 06/15/2027(b)			3		3,412
Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc. 5.625%, 03/01/2024(b)			183		196,382
Travel + Leisure Co. 4.625%, 03/01/2030(b)			94		97,002
6.625%, 07/31/2026(b)			48		54,688
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.50%, 03/01/2025(b)			93		98,692
					2,230,431

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Restaurants – 0.0%
1011778 BC ULC/New Red Finance, Inc. 5.75%, 04/15/2025(b)	U.S.$		53	$	55,973
IRB Holding Corp. 6.75%, 02/15/2026(b)			122		126,107
					182,080
Consumer Cyclical - Retailers – 0.3%
Bath & Body Works, Inc. 5.25%, 02/01/2028			13		14,564
6.625%, 10/01/2030(b)			129		149,685
6.875%, 11/01/2035			131		168,292
7.50%, 06/15/2029(c)			13		15,094
9.375%, 07/01/2025(b)			55		71,001
BCPE Ulysses Intermediate, Inc. 7.75% (7.75% Cash or 8.50% PIK), 04/01/2027(b)(j)			48		47,525
Dufry One BV 2.50%, 10/15/2024(b)	EUR		143		166,931
FirstCash, Inc. 4.625%, 09/01/2028(b)	U.S.$		22		22,910
Foundation Building Materials, Inc. 6.00%, 03/01/2029(b)			24		23,621
LBM Acquisition LLC 6.25%, 01/15/2029(b)			20		20,114
Michaels Cos, Inc. (The) 7.875%, 05/01/2029(b)			144		147,855
Murphy Oil USA, Inc. 5.625%, 05/01/2027			6		5,963
NMG Holding Co., Inc./Neiman Marcus Group LLC 7.125%, 04/01/2026(b)			60		63,488
Penske Automotive Group, Inc. 3.50%, 09/01/2025			65		67,219
PetSmart, Inc./PetSmart Finance Corp. 7.75%, 02/15/2029(b)			271		297,856
Rite Aid Corp. 7.50%, 07/01/2025(b)			140		143,857
Sonic Automotive, Inc. 6.125%, 03/15/2027			47		49,407
Specialty Building Products Holdings LLC/SBP Finance Corp. 6.375%, 09/30/2026(b)			90		94,769
SRS Distribution, Inc. 6.125%, 07/01/2029(b)			29		30,100
Staples, Inc. 7.50%, 04/15/2026(b)			143		144,866

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
TPro Acquisition Corp. 11.00%, 10/15/2024(b)	U.S.$		36	$	39,411
White Cap Buyer LLC 6.875%, 10/15/2028(b)			151		160,664
White Cap Parent LLC 8.25%, 03/15/2026(b)(j)			29		30,030
William Carter Co. (The) 5.50%, 05/15/2025(b)			47		49,367
					2,024,589
Consumer Non-Cyclical – 0.4%
Acadia Healthcare Co., Inc. 5.50%, 07/01/2028(b)			88		93,211
AdaptHealth LLC 4.625%, 08/01/2029(b)			118		118,293
6.125%, 08/01/2028(b)			25		26,746
AHP Health Partners, Inc. 5.75%, 07/15/2029(b)			83		83,922
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC 3.25%, 03/15/2026(b)			184		189,064
Bausch Health Cos., Inc. 4.875%, 06/01/2028(b)			173		177,477
6.25%, 02/15/2029(b)			7		6,948
CD&R Smokey Buyer, Inc. 6.75%, 07/15/2025(b)			8		8,509
CHS/Community Health Systems, Inc. 4.75%, 02/15/2031(b)			27		27,462
6.125%, 04/01/2030(b)			91		91,732
6.875%, 04/01/2028-04/15/2029(b)(c)			258		265,529
DaVita, Inc. 3.75%, 02/15/2031(b)			90		88,974
Emergent BioSolutions, Inc. 3.875%, 08/15/2028(b)			13		12,727
Global Medical Response, Inc. 6.50%, 10/01/2025(b)			140		144,684
HCRX Investments Holdco LP 4.50%, 08/01/2029(b)			20		20,276
Kronos Acquisition Holdings, Inc./KIK Custom Products, Inc. 7.00%, 12/31/2027(b)(c)			132		128,431
Lamb Weston Holdings, Inc. 4.625%, 11/01/2024(b)			140		144,105
Mallinckrodt International Finance SA/Mallinckrodt CB LLC 5.50%, 04/15/2025(a)(b)(k)			26		17,132
MEDNAX, Inc. 6.25%, 01/15/2027(b)			17		17,919

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
ModivCare Escrow Issuer, Inc. 5.00%, 10/01/2029(b)	U.S.$		17	$	17,473
ModivCare, Inc. 5.875%, 11/15/2025(b)			17		18,111
Newell Brands, Inc. 4.35%, 04/01/2023			4		4,218
Par Pharmaceutical, Inc. 7.50%, 04/01/2027(b)			164		166,129
RP Escrow Issuer LLC 5.25%, 12/15/2025(b)			45		46,018
Spectrum Brands, Inc. 3.875%, 03/15/2031(b)			175		172,835
5.75%, 07/15/2025			2		2,047
Sunshine Mid BV 6.50%, 05/15/2026(b)	EUR		103		125,905
Tenet Healthcare Corp. 6.125%, 10/01/2028(b)	U.S.$		65		68,724
7.50%, 04/01/2025(b)			70		75,003
Triton Water Holdings, Inc. 6.25%, 04/01/2029(b)			65		64,276
US Acute Care Solutions LLC 6.375%, 03/01/2026(b)			18		18,717
US Foods, Inc. 4.75%, 02/15/2029(b)			188		192,971
US Renal Care, Inc. 10.625%, 07/15/2027(b)			85		89,260
					2,724,828
Energy – 0.8%
Antero Resources Corp. 7.625%, 02/01/2029(b)			29		31,905
8.375%, 07/15/2026(b)			44		49,873
Apache Corp. 4.625%, 11/15/2025			8		8,679
4.875%, 11/15/2027			16		17,497
Berry Petroleum Co. LLC 7.00%, 02/15/2026(b)			115		113,986
Blue Racer Midstream LLC/Blue Racer Finance Corp. 6.625%, 07/15/2026(b)			29		30,269
7.625%, 12/15/2025(b)			42		45,594
Bonanza Creek Energy, Inc. 7.50%, 04/30/2026			5		5,316
Callon Petroleum, Co. 8.25%, 07/15/2025			169		161,894
9.00%, 04/01/2025(b)			34		36,551
Citgo Holding, Inc. 9.25%, 08/01/2024(b)			50		50,060

42    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
CITGO Petroleum Corp. 6.375%, 06/15/2026(b)	U.S.$		43	$	43,715
7.00%, 06/15/2025(b)			152		155,639
CNX Resources Corp. 6.00%, 01/15/2029(b)			64		66,620
7.25%, 03/14/2027(b)			15		15,900
Comstock Resources, Inc. 5.875%, 01/15/2030(b)			50		50,067
6.75%, 03/01/2029(b)			36		37,777
7.50%, 05/15/2025(b)			15		15,515
Diamond Foreign Asset Co./Diamond Finance LLC 9.00% (9.00% Cash or 13.00% PIK), 04/22/2027(d)(j)			12		12,018
9.00%, 04/22/2027(b)(j)			14		13,783
Encino Acquisition Partners Holdings LLC 8.50%, 05/01/2028(b)			125		125,348
EnLink Midstream LLC 5.625%, 01/15/2028(b)			120		125,888
EnLink Midstream Partners LP 4.15%, 06/01/2025			179		184,134
4.40%, 04/01/2024			7		7,281
5.05%, 04/01/2045			49		44,942
5.45%, 06/01/2047			39		37,008
5.60%, 04/01/2044			10		9,594
EQM Midstream Partners LP 4.50%, 01/15/2029(b)			68		69,146
4.75%, 01/15/2031(b)			63		64,096
Genesis Energy LP/Genesis Energy Finance Corp. 5.625%, 06/15/2024			51		50,100
6.25%, 05/15/2026			47		45,466
6.50%, 10/01/2025			32		31,433
7.75%, 02/01/2028			84		82,272
8.00%, 01/15/2027			57		56,653
Global Partners LP/GLP Finance Corp. 6.875%, 01/15/2029			38		39,414
7.00%, 08/01/2027			51		53,025
Gulfport Energy Corp. 6.00%, 10/15/2024(a)			62		2,480
6.38%, 05/15/2025-01/15/2026(a)			279		11,160
6.63%, 05/01/2023(a)			12		480
Gulfport Energy Operating Corp. 8.00%, 05/17/2026(b)			103		109,770
Hess Midstream Operations LP 5.625%, 02/15/2026(b)			197		204,860

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Hilcorp Energy I LP/Hilcorp Finance Co. 5.75%, 10/01/2025-02/01/2029(b)	U.S.$		40	$	40,148
6.00%, 02/01/2031(b)			39		40,050
Independence Energy Finance LLC 7.25%, 05/01/2026(b)			100		101,028
Indigo Natural Resources LLC 5.375%, 02/01/2029(b)			78		80,508
ITT Holdings LLC 6.50%, 08/01/2029(b)			172		175,514
Moss Creek Resources Holdings, Inc. 7.50%, 01/15/2026(b)			116		101,205
Murphy Oil Corp. 6.375%, 12/01/2042			51		50,751
Nabors Industries Ltd. 7.25%, 01/15/2026(b)			59		54,984
7.50%, 01/15/2028(b)			117		106,436
New Fortress Energy, Inc. 6.75%, 09/15/2025(b)			166		168,444
NGL Energy Operating LLC/NGL Energy Finance Corp. 7.50%, 02/01/2026(b)			194		196,798
NGL Energy Partners LP/NGL Energy Finance Corp. 7.50%, 11/01/2023			86		81,040
Occidental Petroleum Corp. 3.40%, 04/15/2026			10		10,333
3.50%, 06/15/2025			35		36,722
5.50%, 12/01/2025			12		13,380
5.875%, 09/01/2025			22		24,743
6.125%, 01/01/2031(c)			31		37,479
8.00%, 07/15/2025			37		44,575
8.50%, 07/15/2027			26		32,785
8.875%, 07/15/2030			26		35,670
PBF Holding Co. LLC/PBF Finance Corp. 9.25%, 05/15/2025(b)			104		100,369
PDC Energy, Inc. 5.75%, 05/15/2026			217		225,461
Range Resources Corp. 8.25%, 01/15/2029(b)			69		76,547
Renewable Energy Group, Inc. 5.875%, 06/01/2028(b)			20		20,714
SM Energy Co. 5.625%, 06/01/2025(c)			133		133,347
6.50%, 07/15/2028(c)			40		40,321
Southwestern Energy Co. 8.375%, 09/15/2028			40		44,820

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Sunnova Energy Corp. 5.875%, 09/01/2026(b)	U.S.$		30	$	30,219
Sunoco LP/Sunoco Finance Corp. 5.50%, 02/15/2026			104		106,904
5.875%, 03/15/2028			129		136,157
6.00%, 04/15/2027			4		4,178
Talos Production, Inc. 12.00%, 01/15/2026			126		129,974
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 4.00%, 01/15/2032(b)			135		141,364
Transocean Phoenix 2 Ltd. 7.75%, 10/15/2024(b)			83		84,450
Transocean Pontus Ltd. 6.125%, 08/01/2025(b)			44		43,192
Transocean Sentry Ltd. 5.375%, 05/15/2023(b)			138		132,150
Transocean, Inc. 6.80%, 03/15/2038			1		462
7.25%, 11/01/2025(b)			39		30,958
7.50%, 01/15/2026(b)			103		80,571
11.50%, 01/30/2027(b)			35		35,184
Vantage Drilling International 7.50%, 11/01/2019(a)(d)(e)(i)			111		– 0	–
Venture Global Calcasieu Pass LLC 4.125%, 08/15/2031(b)			25		26,216
W&T Offshore, Inc. 9.75%, 11/01/2023(b)			102		95,489
Western Midstream Operating LP 3.95%, 06/01/2025			24		25,217
4.50%, 03/01/2028(c)			56		60,286
4.75%, 08/15/2028			29		31,808
5.30%, 02/01/2030			48		53,771
5.45%, 04/01/2044			19		21,587
					5,661,517
Other Industrial – 0.0%
Avient Corp. 5.75%, 05/15/2025(b)			32		33,764
IAA, Inc. 5.50%, 06/15/2027(b)			34		35,586
Interface, Inc. 5.50%, 12/01/2028(b)			22		23,073
KAR Auction Services, Inc. 5.125%, 06/01/2025(b)			130		132,951
					225,374

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Services – 0.4%
Allied Universal Holdco LLC/Allied Universal Finance Corp. 6.625%, 07/15/2026(b)	U.S.$		31	$	33,124
9.75%, 07/15/2027(b)			206		225,376
ANGI Group LLC 3.875%, 08/15/2028(b)			209		205,896
Aptim Corp. 7.75%, 06/15/2025(b)			168		141,201
APX Group, Inc. 5.75%, 07/15/2029(b)			253		253,736
6.75%, 02/15/2027(b)			35		37,497
Aramark Services, Inc. 6.375%, 05/01/2025(b)			90		95,175
Carlson Travel, Inc. 11.50%, 12/15/2026(g)			201		98,467
Cars.com, Inc. 6.375%, 11/01/2028(b)			70		74,600
Garda World Security Corp. 6.00%, 06/01/2029(b)			182		175,914
9.50%, 11/01/2027(b)			37		40,272
Gartner, Inc. 4.50%, 07/01/2028(b)			49		51,980
Korn Ferry 4.625%, 12/15/2027(b)			63		65,231
Millennium Escrow Corp. 6.625%, 08/01/2026(b)			140		143,668
MoneyGram International, Inc. 5.375%, 08/01/2026(b)			29		29,575
Monitronics International, Inc. 0.00%, 04/01/2020(a)(d)(e)(i)			120		– 0	–
MPH Acquisition Holdings LLC 5.50%, 09/01/2028(b)			77		78,236
5.75%, 11/01/2028(b)			227		216,796
Prime Security Services Borrower LLC/Prime Finance, Inc. 6.25%, 01/15/2028(b)			161		166,830
Sabre GLBL, Inc. 9.25%, 04/15/2025(b)			41		47,255
Service Corp. International/US 3.375%, 08/15/2030			103		103,530
TripAdvisor, Inc. 7.00%, 07/15/2025(b)			41		43,365
Verisure Midholding AB 5.25%, 02/15/2029(b)	EUR		185		224,992
Verscend Escrow Corp. 9.75%, 08/15/2026(b)	U.S.$		115		121,624

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
WASH Multifamily Acquisition, Inc. 5.75%, 04/15/2026(b)	U.S.$		24	$	25,104
					2,699,444
Technology – 0.2%
Ahead DB Holdings LLC 6.625%, 05/01/2028(b)			77		78,588
Austin BidCo, Inc. 7.125%, 12/15/2028(b)			66		66,952
Avaya, Inc. 6.125%, 09/15/2028(b)			169		178,344
Banff Merger Sub, Inc. 9.75%, 09/01/2026(b)			117		122,537
Boxer Parent Co., Inc. 7.125%, 10/02/2025(b)			7		7,491
Cablevision Lightpath LLC 5.625%, 09/15/2028(b)			200		201,184
Clarivate Science Holdings Corp. 4.875%, 07/01/2029(b)			41		42,273
CommScope, Inc. 4.75%, 09/01/2029(b)			92		93,051
LogMeIn, Inc. 5.50%, 09/01/2027(b)			51		53,019
Microchip Technology, Inc. 4.25%, 09/01/2025			58		61,132
NCR Corp. 5.125%, 04/15/2029(b)			102		105,829
5.75%, 09/01/2027(b)			40		42,423
6.125%, 09/01/2029(b)			28		30,481
Playtika Holding Corp. 4.25%, 03/15/2029(b)			90		90,891
Presidio Holdings, Inc. 4.875%, 02/01/2027(b)			12		12,449
8.25%, 02/01/2028(b)			18		19,496
Science Applications International Corp. 4.875%, 04/01/2028(b)			11		11,483
TTM Technologies, Inc. 4.00%, 03/01/2029(b)(c)			90		91,130
Veritas US, Inc./Veritas Bermuda Ltd. 7.50%, 09/01/2025(b)			316		328,397
					1,637,150
Transportation - Airlines – 0.1%
Air Canada 3.875%, 08/15/2026(b)			29		29,159
American Airlines, Inc./AAdvantage Loyalty IP Ltd. 5.50%, 04/20/2026(b)			101		106,243
5.75%, 04/20/2029(b)			88		94,675

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Hawaiian Brand Intellectual Property Ltd./HawaiianMiles Loyalty Ltd. 5.75%, 01/20/2026(b)	U.S.$		47	$	49,152
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd. 8.00%, 09/20/2025(b)			94		106,432
					385,661
Transportation - Services – 0.1%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.375%, 03/01/2029(b)(c)			45		47,238
5.75%, 07/15/2027(b)			80		83,545
Modulaire Global Finance PLC 8.00%, 02/15/2023(b)			200		205,330
					336,113
					30,428,230
Financial Institutions – 0.8%
Banking – 0.3%
Alliance Data Systems Corp. 4.75%, 12/15/2024(b)			115		117,855
7.00%, 01/15/2026(b)			53		57,006
Ally Financial, Inc. Series B 4.70%, 05/15/2026(l)			272		286,615
Series C 4.70%, 05/15/2028(l)			19		19,784
Banco Santander SA 6.75%, 04/25/2022(b)(l)	EUR		300		366,662
CaixaBank SA 5.875%, 10/09/2027(b)(l)			200		275,410
Credit Suisse Group AG 6.25%, 12/18/2024(b)(l)	U.S.$		200		217,426
7.50%, 07/17/2023(b)(l)			206		221,979
Discover Financial Services Series D 6.125%, 06/23/2025(l)			306		344,174
UniCredit SpA 9.25%, 06/03/2022(b)(l)	EUR		200		250,657
					2,157,568
Brokerage – 0.1%
Lehman Brothers Holdings, Inc. 5.63%, 01/24/2013(a)(i)	U.S.$		1,030		7,001
NFP Corp. 6.875%, 08/15/2028(b)			257		263,844
					270,845

48    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Finance – 0.2%
Air Lease Corp. Series B 4.65%, 06/15/2026(c)(l)	U.S.$		112	$	117,629
Aircastle Ltd. 5.25%, 06/15/2026(b)(l)			55		55,300
CNG Holdings, Inc. 12.50%, 06/15/2024(b)			93		88,747
Compass Group Diversified Holdings LLC 5.25%, 04/15/2029(b)			81		84,882
Curo Group Holdings Corp. 7.50%, 08/01/2028(b)			131		130,654
Enova International, Inc. 8.50%, 09/01/2024-09/15/2025(b)			206		212,806
goeasy Ltd. 5.375%, 12/01/2024(b)			74		76,364
HighTower Holding, LLC 6.75%, 04/15/2029(b)			270		277,393
Lincoln Financing SARL 3.625%, 04/01/2024(b)	EUR		103		122,779
Navient Corp. 4.875%, 03/15/2028	U.S.$		45		45,811
5.50%, 01/25/2023			25		26,319
6.50%, 06/15/2022			31		32,257
SLM Corp. 5.125%, 04/05/2022			30		30,994
					1,301,935
Insurance – 0.1%
Acrisure LLC/Acrisure Finance, Inc. 6.00%, 08/01/2029(b)			242		238,022
7.00%, 11/15/2025(b)			35		35,664
Alliant Holdings Intermediate LLC/Alliant Holdings Co-Issuer 6.75%, 10/15/2027(b)			192		199,993
AmWINS Group, Inc. 4.875%, 06/30/2029(b)			20		20,342
AssuredPartners, Inc. 5.625%, 01/15/2029(b)			189		190,181
					684,202
Other Finance – 0.0%
Intrum AB 3.00%, 09/15/2027(b)	EUR		100		117,218
4.875%, 08/15/2025(b)			100		124,087
					241,305

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
REITs – 0.1%
Brookfield Property REIT, Inc./BPR Cumulus LLC/BPR Nimbus LLC/GGSI Sellco LL 5.75%, 05/15/2026(b)	U.S.$		205	$	211,882
Diversified Healthcare Trust 9.75%, 06/15/2025			90		99,308
Iron Mountain, Inc. 4.875%, 09/15/2027(b)			3		3,132
5.25%, 03/15/2028(b)			124		130,588
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc. 5.625%, 05/01/2024			90		98,245
5.75%, 02/01/2027			108		124,396
Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer 4.875%, 05/15/2029(b)			49		50,455
Realogy Group LLC/Realogy Co-Issuer Corp. 9.375%, 04/01/2027(b)			204		225,520
					943,526
					5,599,381
Utility – 0.0%
Electric – 0.0%
Calpine Corp. 5.125%, 03/15/2028(b)			28		28,557
NRG Energy, Inc. 6.625%, 01/15/2027			2		2,074
Talen Energy Supply LLC 4.60%, 12/15/2021			1		632
6.50%, 06/01/2025			144		62,879
7.25%, 05/15/2027(b)(c)			37		32,005
10.50%, 01/15/2026(b)			178		82,706
					208,853
Other Utility – 0.0%
Solaris Midstream Holdings LLC 7.625%, 04/01/2026(b)			36		38,168
					247,021
Total Corporates - Non-Investment Grade (cost $35,214,965)					36,274,632

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Shares		U.S. $ Value
INVESTMENT COMPANIES – 3.8%
Funds and Investment Trusts – 3.8%(m)
Consumer Staples Select Sector SPDR Fund(c)			7,752	$	560,160
Financial Select Sector SPDR Fund			17,076		655,718
Health Care Select Sector SPDR Fund			87,899		11,884,824
iShares JPMorgan USD Emerging Markets Bond ETF			6,050		686,010
iShares MSCI ACWI ETF(c)			7,383		770,268
iShares MSCI Europe Financials ETF(c)			29,220		587,176
iShares MSCI Global Min Vol Factor ETF(c)			10,503		1,121,195
iShares Russell 2000 ETF(c)			591		133,519
iShares US Technology ETF(c)			17,603		1,904,997
US Global Jets ETF(c)			18,076		415,386
Utilities Select Sector SPDR Fund(c)			2,084		142,837
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			17,572		547,719
Vanguard Global ex-U.S. Real Estate ETF			116,670		6,913,864
Total Investment Companies (cost $24,368,481)					26,323,673
		Principal Amount (000)
EMERGING MARKETS - SOVEREIGNS – 1.6%
Angola – 0.1%
Angolan Government International Bond 8.00%, 11/26/2029(b)	U.S.$		226		237,484
9.375%, 05/08/2048(b)			200		211,725
9.50%, 11/12/2025(b)			386		430,583
					879,792
Argentina – 0.1%
Argentine Republic Government International Bond 0.50%, 07/09/2030			705		274,321
1.00%, 07/09/2029			96		38,782
1.125%, 07/09/2035			1,207		419,318
2.50%, 07/09/2041			52		20,156
					752,577
Bahrain – 0.1%
Bahrain Government International Bond 6.75%, 09/20/2029(b)			200		216,912
7.00%, 10/12/2028(b)			200		220,250
7.375%, 05/14/2030(b)			200		222,350

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
CBB International Sukuk Programme Co. WLL 6.25%, 11/14/2024(b)	U.S.$		218	$	236,435
					895,947
Brazil – 0.0%
Brazilian Government International Bond 3.875%, 06/12/2030			260		261,024
Dominican Republic – 0.1%
Dominican Republic International Bond 4.50%, 01/30/2030(b)			300		311,775
4.875%, 09/23/2032(b)			150		157,200
8.625%, 04/20/2027(b)			425		519,111
					988,086
Ecuador – 0.1%
Ecuador Government International Bond Zero Coupon, 07/31/2030(b)			48		26,978
0.50%, 07/31/2040(b)			200		127,597
1.00%, 07/31/2035(b)			436		313,822
5.00%, 07/31/2030(b)			166		148,649
					617,046
Egypt – 0.2%
Egypt Government International Bond 6.125%, 01/31/2022(b)			407		412,418
7.053%, 01/15/2032(b)			200		206,725
7.625%, 05/29/2032(b)			208		221,624
8.70%, 03/01/2049(b)			239		251,518
8.875%, 05/29/2050(b)			208		222,989
					1,315,274
El Salvador – 0.0%
El Salvador Government International Bond 5.875%, 01/30/2025(b)			9		7,943
7.125%, 01/20/2050(b)(c)			334		272,627
					280,570
Ghana – 0.1%
Ghana Government International Bond 6.375%, 02/11/2027(b)			200		195,350
10.75%, 10/14/2030(b)			248		309,891
					505,241
Honduras – 0.1%
Honduras Government International Bond 7.50%, 03/15/2024(b)			400		427,950

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Ivory Coast – 0.1%
Ivory Coast Government International Bond 4.875%, 01/30/2032(b)	EUR		170	$	204,654
5.875%, 10/17/2031(b)			135		173,977
6.125%, 06/15/2033(b)	U.S.$		258		282,720
					661,351
Kenya – 0.1%
Republic of Kenya Government International Bond 6.875%, 06/24/2024(b)			200		219,787
7.00%, 05/22/2027(b)			275		302,122
					521,909
Lebanon – 0.0%
Lebanon Government International Bond 6.65%, 04/22/2024(a)(b)(k)			45		5,625
6.85%, 03/23/2027(a)(b)(k)			46		5,750
Series G 6.60%, 11/27/2026(a)(b)(k)			189		23,625
					35,000
Nigeria – 0.1%
Nigeria Government International Bond 6.50%, 11/28/2027(b)			200		210,600
7.625%, 11/21/2025-11/28/2047(b)			467		499,356
					709,956
Oman – 0.1%
Oman Government International Bond 4.875%, 02/01/2025(b)			391		409,035
6.25%, 01/25/2031(b)			213		231,637
					640,672
Pakistan – 0.0%
Pakistan Government International Bond 6.00%, 04/08/2026(b)			200		201,022
Senegal – 0.1%
Senegal Government International Bond 6.25%, 05/23/2033(b)			365		392,900
South Africa – 0.1%
Republic of South Africa Government International Bond 5.75%, 09/30/2049			247		248,513
5.875%, 09/16/2025			300		338,869
					587,382

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Ukraine – 0.1%
Ukraine Government International Bond 7.253%, 03/15/2033(b)	U.S.$		200	$	211,912
7.75%, 09/01/2024(b)			285		312,485
					524,397
Venezuela – 0.0%
Venezuela Government International Bond 9.25%, 09/15/2027(a)(k)			815		81,500
Total Emerging Markets - Sovereigns (cost $11,530,094)					11,279,596
GOVERNMENTS - TREASURIES – 1.4%
Mexico – 0.1%
Mexican Bonos Series M 20 7.50%, 06/03/2027	MXN		9,211		475,966
Russia – 0.0%
Russian Federal Bond – OFZ Series 6212 7.05%, 01/19/2028	RUB		23,770		329,069
United States – 1.3%
U.S. Treasury Bonds 1.25%, 05/15/2050	U.S.$		14		11,863
U.S. Treasury Notes 0.625%, 08/15/2030(n)(o)			2,130		2,018,554
1.625%, 08/15/2029(n)(o)			2,556		2,647,856
2.25%, 08/15/2027(o)			2,360		2,542,162
2.375%, 05/15/2029(o)			1,524		1,662,847
					8,883,282
Total Governments - Treasuries (cost $9,406,851)					9,688,317
CORPORATES - INVESTMENT GRADE – 1.3%
Financial Institutions – 0.7%
Banking – 0.4%
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand 5.375%, 04/17/2025(b)			184		208,067
Bank of America Corp. Series Z 6.50%, 10/23/2024(l)			7		7,900

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Barclays Bank PLC 6.86%, 06/15/2032(b)(l)	U.S.$		35	$	48,154
CIT Group, Inc. 3.929%, 06/19/2024			31		32,603
Citigroup Capital XVIII 0.968% (Sterling LIBOR 3 Month + 0.89%), 06/28/2067(p)	GBP		185		225,822
Citigroup, Inc. 3.875%, 02/18/2026(l)	U.S.$		50		51,437
5.95%, 01/30/2023(l)			365		383,418
Series V 4.70%, 01/30/2025(l)			47		49,055
Credit Agricole SA 8.125%, 12/23/2025(b)(l)			400		487,140
DNB Bank ASA 6.50%, 03/26/2022(b)(l)			201		206,986
Goldman Sachs Group, Inc. (The) Series O 5.30%, 11/10/2026(l)			23		25,584
Series P 5.00%, 11/10/2022(c)(l)			185		186,985
HSBC Holdings PLC 6.00%, 09/29/2023(b)(l)	EUR		300		386,538
Truist Financial Corp. Series P 4.95%, 09/01/2025(l)	U.S.$		211		232,224
Series Q 5.10%, 03/01/2030(l)			56		64,398
UBS Group AG 7.00%, 02/19/2025(b)(l)			400		459,480
					3,055,791
Brokerage – 0.0%
Charles Schwab Corp. (The) Series G 5.375%, 06/01/2025(l)			119		132,521
Finance – 0.1%
Aircastle Ltd. 2.85%, 01/26/2028(b)			15		15,344
4.125%, 05/01/2024			14		14,923
4.25%, 06/15/2026(c)			2		2,199
5.00%, 04/01/2023			3		3,193
5.25%, 08/11/2025(b)			200		224,446
Aviation Capital Group LLC 1.95%, 01/30/2026(b)			4		4,023
3.50%, 11/01/2027(b)			25		26,507
4.125%, 08/01/2025(b)			39		42,260

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
4.875%, 10/01/2025(b)	U.S.$		30	$	33,374
5.50%, 12/15/2024(b)			67		75,540
Huarong Finance II Co., Ltd. 4.625%, 06/03/2026(b)			200		198,000
					639,809
Insurance – 0.2%
Liberty Mutual Group, Inc. 7.80%, 03/15/2037(b)(c)			298		399,974
MetLife Capital Trust IV 7.875%, 12/15/2037(b)			254		354,218
MetLife, Inc. 6.40%, 12/15/2036			47		60,181
Prudential Financial, Inc. 5.20%, 03/15/2044			44		47,444
5.625%, 06/15/2043			126		134,703
					996,520
REITs – 0.0%
GLP Capital LP/GLP Financing II, Inc. 5.375%, 04/15/2026			20		22,930
MPT Operating Partnership LP/MPT Finance Corp. 5.00%, 10/15/2027			33		34,985
5.25%, 08/01/2026			96		99,525
					157,440
					4,982,081
Industrial – 0.5%
Basic – 0.1%
ArcelorMittal SA 6.75%, 03/01/2041			54		76,717
7.00%, 10/15/2039			53		75,931
Arconic Corp. 6.00%, 05/15/2025(b)			54		57,110
CF Industries, Inc. 3.45%, 06/01/2023			78		81,970
4.95%, 06/01/2043			3		3,700
5.375%, 03/15/2044			76		98,969
Glencore Finance Canada Ltd. 6.00%, 11/15/2041(b)			11		15,339
GUSAP III LP 4.25%, 01/21/2030(b)(c)			200		221,270
Industrias Penoles SAB de CV 5.65%, 09/12/2049(b)			201		256,187
Vale Overseas Ltd. 3.75%, 07/08/2030			16		17,008
					904,201

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Capital Goods – 0.0%
General Electric Co. Series D 3.449% (LIBOR 3 Month + 3.33%), 12/15/2021(l)(p)	U.S.$		122	$	118,417
Communications - Telecommunications – 0.0%
Hughes Satellite Systems Corp. 5.25%, 08/01/2026			55		62,295
Qwest Corp. 6.75%, 12/01/2021			133		134,448
					196,743
Consumer Cyclical - Automotive – 0.0%
General Motors Co. 6.25%, 10/02/2043			185		253,171
Lear Corp. 4.25%, 05/15/2029			24		27,225
					280,396
Consumer Cyclical - Other – 0.1%
MDC Holdings, Inc. 6.00%, 01/15/2043			195		251,615
PulteGroup, Inc. 6.00%, 02/15/2035			130		171,332
Toll Brothers Finance Corp. 4.875%, 03/15/2027			27		30,591
					453,538
Consumer Non-Cyclical – 0.0%
HCA, Inc. 5.875%, 05/01/2023			23		24,822
Energy – 0.1%
Cenovus Energy, Inc. 5.375%, 07/15/2025			63		71,517
6.75%, 11/15/2039			4		4,790
Continental Resources, Inc./OK 5.75%, 01/15/2031(b)			82		99,951
Ecopetrol SA 5.875%, 05/28/2045			9		9,623
6.875%, 04/29/2030			93		111,974
Enable Midstream Partners LP 4.40%, 03/15/2027			136		151,323
4.95%, 05/15/2028			26		29,575
Energy Transfer LP 6.125%, 12/15/2045			135		173,596

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Plains All American Pipeline LP/PAA Finance Corp. 4.50%, 12/15/2026	U.S.$		37		$	41,526
QEP Resources, Inc. 5.375%, 10/01/2022			0	**		506
						694,381
Services – 0.0%
Expedia Group, Inc. 6.25%, 05/01/2025(b)			11			12,705
Technology – 0.1%
Baidu, Inc. 3.075%, 04/07/2025(c)			250			264,085
CDW LLC/CDW Finance Corp. 4.125%, 05/01/2025			59			61,345
Nokia Oyj 3.375%, 06/12/2022			15			15,297
6.625%, 05/15/2039			34			47,280
Western Digital Corp. 4.75%, 02/15/2026			10			11,173
						399,180
Transportation - Airlines – 0.1%
Delta Air Lines, Inc. 7.00%, 05/01/2025(b)			57			66,696
Delta Air Lines, Inc./SkyMiles IP Ltd. 4.75%, 10/20/2028(b)			67			74,687
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd. 6.50%, 06/20/2027(b)			354			385,046
						526,429
Transportation - Services – 0.0%
United Rentals North America, Inc. 3.875%, 11/15/2027			60			63,046
						3,673,858
Utility – 0.1%
Electric – 0.1%
Israel Electric Corp., Ltd. Series 6 5.00%, 11/12/2024(b)			200			222,700
Total Corporates - Investment Grade (cost $7,891,062)						8,878,639

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.8%
Risk Share Floating Rate – 0.8%
Bellemeade Re Ltd. Series 2018-3A, Class M2 2.834% (LIBOR 1 Month + 2.75%), 10/25/2028(b)(p)	U.S.$		150	$	150,376
Series 2019-3A, Class M1C 2.034% (LIBOR 1 Month + 1.95%), 07/25/2029(b)(p)			164		164,000
Connecticut Avenue Securities Trust Series 2018-R07, Class 1B1 4.434% (LIBOR 1 Month + 4.35%), 04/25/2031(b)(p)			51		52,692
Eagle Re Ltd. Series 2018-1, Class M2 3.084% (LIBOR 1 Month + 3.00%), 11/25/2028(b)(p)			150		151,313
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2015-HQA1, Class B 8.884% (LIBOR 1 Month + 8.80%), 03/25/2028(p)			791		857,292
Series 2016-HQA2, Class M3 5.234% (LIBOR 1 Month + 5.15%), 11/25/2028(p)			335		346,935
Series 2016-HQA3, Class M3 3.934% (LIBOR 1 Month + 3.85%), 03/25/2029(p)			374		385,078
Series 2016-HQA4, Class M3 3.984% (LIBOR 1 Month + 3.90%), 04/25/2029(p)			396		407,780
Series 2019-DNA3, Class M2 2.134% (LIBOR 1 Month + 2.05%), 07/25/2049(b)(p)			16		16,454
Series 2020-DNA1, Class M2 1.784% (LIBOR 1 Month + 1.70%), 01/25/2050(b)(p)			202		203,337
Federal National Mortgage Association Connecticut Avenue Securities Series 2015-C02, Class 1M2 4.084% (LIBOR 1 Month + 4.00%), 05/25/2025(p)			86		87,956
Series 2015-C02, Class 2M2 4.084% (LIBOR 1 Month + 4.00%), 05/25/2025(p)			24		24,566

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 2015-C03, Class 1M2 5.084% (LIBOR 1 Month + 5.00%), 07/25/2025(p)	U.S.$		4	$	4,483
Series 2015-C03, Class 2M2 5.084% (LIBOR 1 Month + 5.00%), 07/25/2025(p)			37		37,056
Series 2015-C04, Class 2M2 5.634% (LIBOR 1 Month + 5.55%), 04/25/2028(p)			153		160,711
Series 2016-C01, Class 2M2 7.034% (LIBOR 1 Month + 6.95%), 08/25/2028(p)			86		90,250
Series 2016-C03, Class 2M2 5.984% (LIBOR 1 Month + 5.90%), 10/25/2028(p)			196		205,161
Series 2016-C04, Class 1B 10.334% (LIBOR 1 Month + 10.25%), 01/25/2029(p)			197		222,487
Series 2016-C05, Class 2M2 4.534% (LIBOR 1 Month + 4.45%), 01/25/2029(p)			223		231,047
Series 2016-C07, Class 2M2 4.434% (LIBOR 1 Month + 4.35%), 05/25/2029(p)			258		267,435
Series 2017-C01, Class 1B1 5.834% (LIBOR 1 Month + 5.75%), 07/25/2029(p)			27		29,256
Series 2017-C02, Class 2M2 3.734% (LIBOR 1 Month + 3.65%), 09/25/2029(p)			183		189,361
Series 2017-C03, Class 1B1 4.934% (LIBOR 1 Month + 4.85%), 10/25/2029(p)			27		29,060
Series 2017-C05, Class 1B1 3.684% (LIBOR 1 Month + 3.60%), 01/25/2030(p)			27		28,613
Series 2017-C06, Class 1B1 4.234% (LIBOR 1 Month + 4.15%), 02/25/2030(p)			143		147,924
Series 2018-C01, Class 1B1 3.634% (LIBOR 1 Month + 3.55%), 07/25/2030(p)			107		109,763
Home Re Ltd. Series 2018-1, Class M2 3.084% (LIBOR 1 Month + 3.00%), 10/25/2028(b)(p)			235		237,523

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Mortgage Insurance-Linked Notes Series 2019-1, Class M2 2.984% (LIBOR 1 Month + 2.90%), 11/26/2029(b)(p)	U.S.$		365		$	365,000
Triangle Re Ltd. Series 2020-1, Class M2 5.684% (LIBOR 1 Month + 5.60%), 10/25/2030(b)(p)			150			151,873
						5,354,782
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 0.629%, 05/28/2035			96			92,109
Non-Agency Fixed Rate – 0.0%
Alternative Loan Trust Series 2006-28CB, Class A14 6.25%, 10/25/2036			10			7,276
CSMC Mortgage-Backed Trust Series 2006-7, Class 3A12 6.25%, 08/25/2036			11			6,389
						13,665
Total Collateralized Mortgage Obligations (cost $5,394,822)						5,460,556
BANK LOANS – 0.7%
Financial Institutions – 0.1%
Insurance – 0.1%
Hub International Limited 4.000% (LIBOR 2 Month + 3.25%), 04/25/2025(q)			0	**		308
4.000% (LIBOR 3 Month + 3.25%), 04/25/2025(q)			122			122,168
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.) 3.835% (LIBOR 1 Month + 3.75%), 09/03/2026(q)			147			145,634
						268,110
Industrial – 0.6%
Capital Goods – 0.1%
ACProducts Holdings, Inc. 4.750% (LIBOR 3 Month + 4.25%), 05/17/2028(q)			183			182,810

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)			U.S. $ Value
Granite US Holdings Corporation 4.147% (LIBOR 3 Month + 4.00%), 09/30/2026(d)(q)	U.S.$		163		$	163,336
						346,146
Communications - Media – 0.1%
Advantage Sales & Marketing, Inc. 6.000% (LIBOR 2 Month + 5.25%), 10/28/2027(q)			149			150,043
Clear Channel Outdoor Holdings, Inc. 3.607% (LIBOR 2 Month + 3.50%), 08/21/2026(q)			0	**		86
3.629% (LIBOR 3 Month + 3.50%), 08/21/2026(q)			35			33,706
iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.) 3.084% (LIBOR 1 Month + 3.00%), 05/01/2026(q)			35			35,151
Univision Communications Inc. 3.750% (LIBOR 1 Month + 2.75%), 03/15/2024(q)			95			95,086
						314,072
Communications - Telecommunications – 0.1%
Crown Subsea Communications Holding, Inc. 5.750% (LIBOR 1 Month + 5.00%), 04/27/2027(q)			144			144,340
Intrado Corporation 5.000% (LIBOR 3 Month + 4.00%), 10/10/2024(q)			129			124,444
Proofpoint, Inc. 06/08/2029(d)(r)			230			233,162
Zacapa SARL 4.703% (LIBOR 3 Month + 4.50%), 07/02/2025(q)			198			198,023
						699,969
Consumer Cyclical - Automotive – 0.0%
Clarios Global LP 3.335% (LIBOR 1 Month + 3.25%), 04/30/2026(q)			55			53,883
Consumer Cyclical - Other – 0.0%
Caesars Resort Collection, LLC 2.835% (LIBOR 1 Month + 2.75%), 12/23/2024(q)			181			179,465

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Retailers – 0.0%
Great Outdoors Group, LLC 5.000% (LIBOR 3 Month + 4.25%), 03/06/2028(q)	U.S.$		52	$	51,819
PetSmart LLC 4.500% (LIBOR 3 Month + 3.75%), 02/11/2028(q)			200		200,166
					251,985
Consumer Non-Cyclical – 0.1%
Kronos Acquisition Holdings Inc. 4.250% (LIBOR 3 Month + 3.75%), 12/22/2026(q)			80		77,561
LifePoint Health, Inc. (fka Regionalcare Hospital Partners Holdings, Inc.) 3.835% (LIBOR 1 Month + 3.75%), 11/16/2025(q)			96		94,935
Padagis LLC 5.250% (LIBOR 3 Month + 4.75%), 07/06/2028(d)(q)			50		49,937
U.S. Renal Care, Inc. 5.125% (LIBOR 1 Month + 5.00%), 06/26/2026(q)			167		166,935
US Radiology Specialists, Inc. (US Outpatient Imaging Services, Inc.) 6.250% (LIBOR 3 Month + 5.50%), 12/15/2027(q)			169		169,732
					559,100
Energy – 0.0%
CITGO Petroleum Corporation 7.250% (LIBOR 3 Month + 6.25%), 03/28/2024(q)			55		54,697
Enviva Holdings, LP 6.500% (LIBOR 3 Month + 5.50%), 02/17/2026(d)(q)			226		224,769
					279,466
Other Industrial – 0.0%
American Tire Distributors, Inc. 8.500% (LIBOR 3 Month + 7.50%), 09/02/2024(q)			7		7,160
8.500% (LIBOR 1 Month + 7.50%), 09/02/2024(q)			64		63,923
Dealer Tire, LLC 4.335% (LIBOR 1 Month + 4.25%), 12/12/2025(q)			39		39,282

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Rockwood Service Corporation 4.085% (LIBOR 1 Month + 4.00%), 01/23/2027(q)	U.S.$		9	$	9,211
					119,576
Services – 0.1%
Amentum Government Services Holdings LLC 3.585% (LIBOR 1 Month + 3.50%), 01/29/2027(q)			40		39,237
Parexel International Corporation 2.835% (LIBOR 1 Month + 2.75%), 09/27/2024(q)			26		26,411
Team Health Holdings, Inc. 3.750% (LIBOR 1 Month + 2.75%), 02/06/2024(q)			195		189,763
Verscend Holding Corp. 4.085% (LIBOR 1 Month + 4.00%), 08/27/2025(q)			89		88,418
					343,829
Technology – 0.1%
athenahealth, Inc. 4.345% (LIBOR 1 Month + 4.25%), 02/11/2026(q)			1		535
4.377% (LIBOR 3 Month + 4.25%), 02/11/2026(q)			212		212,811
Boxer Parent Company, Inc. (fka BMC Software, Inc.) 3.835% (LIBOR 1 Month + 3.75%), 10/02/2025(q)			165		163,436
Endurance International Group Holdings, Inc. 4.250% (LIBOR 3 Month + 3.50%), 02/10/2028(q)			178		176,349
Peraton Corp. 4.500% (LIBOR 1 Month + 3.75%), 02/01/2028(q)			66		66,138
Presidio Holdings, Inc. 3.590% (LIBOR 1 Month + 3.50%), 01/22/2027(q)			2		2,325
3.630% (LIBOR 3 Month + 3.50%), 01/22/2027(q)			40		40,296
Veritas US Inc. 6.000% (LIBOR 3 Month + 5.00%), 09/01/2025(q)			223		223,015
					884,905
					4,032,396

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Utility – 0.0%
Electric – 0.0%
Generation Bridge Acquisition, LLC 08/06/2028(d)(r)	U.S.$		63	$	61,934
Granite Generation LLC 4.750% (LIBOR 1 Month + 3.75%), 11/09/2026(q)			173		168,281
4.750% (LIBOR 3 Month + 3.75%), 11/09/2026(q)			34		32,913
					263,128
Total Bank Loans (cost $4,522,125)					4,563,634
EMERGING MARKETS - CORPORATE BONDS – 0.6%
Industrial – 0.6%
Basic – 0.2%
Braskem Netherlands Finance BV 4.50%, 01/31/2030(b)			200		213,895
Consolidated Energy Finance SA 6.875%, 06/15/2025(b)			200		206,406
Eldorado Gold Corp. 6.25%, 09/01/2029(b)			46		46,460
9.50%, 06/01/2024(b)			162		177,643
First Quantum Minerals Ltd. 7.25%, 04/01/2023(b)			342		347,488
Vedanta Resources Finance II PLC 13.875%, 01/21/2024(b)			201		220,949
Volcan Cia Minera SAA 4.375%, 02/11/2026(b)			21		20,359
					1,233,200
Capital Goods – 0.1%
Cemex SAB de CV 5.125%, 06/08/2026(b)(l)			200		208,800
7.375%, 06/05/2027(b)			300		338,100
Embraer Netherlands Finance BV 5.40%, 02/01/2027			90		96,356
6.95%, 01/17/2028(b)			200		227,060
Odebrecht Holdco Finance Ltd. Zero Coupon, 09/10/2058(b)			127		635
					870,951
Communications - Telecommunications – 0.1%
C&W Senior Financing DAC 6.875%, 09/15/2027(b)			200		212,350

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Digicel Group Holdings Ltd. 7.00%, 09/16/2021(g)(j)(l)	U.S.$		9	$	6,724
8.00% (5.00% Cash and 3.00% PIK), 04/01/2025(b)(j)			52		44,948
10.00% (8.00% Cash and 2.00% PIK), 04/01/2024(j)			194		191,726
					455,748
Consumer Cyclical - Other – 0.0%
Wynn Macau Ltd. 5.50%, 10/01/2027(b)			214		216,675
Consumer Cyclical - Retailers – 0.0%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022(d)(e)(g)(j)			39		– 0	–
K2016470260 South Africa Ltd. 25.00%, 12/31/2022(d)(e)(g)(j)			22		– 0	–
					– 0	–
Consumer Non-Cyclical – 0.1%
BRF GmbH 4.35%, 09/29/2026(b)			210		219,949
Tonon Luxembourg SA 6.50% (0.50% Cash and 6.00% PIK), 10/31/2024(a)(d)(e)(g)(j)(k)			5		52
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018(a)(g)(i)			434		4,338
					224,339
Energy – 0.1%
Investment Energy Resources Ltd. 6.25%, 04/26/2029(b)(c)			270		294,300
Leviathan Bond Ltd. 5.75%, 06/30/2023(b)			18		18,712
6.50%, 06/30/2027(b)			109		119,897
Peru LNG SRL 5.375%, 03/22/2030(b)			230		182,419
Petrobras Global Finance BV 5.60%, 01/03/2031			59		66,015
8.75%, 05/23/2026			27		34,717
					716,060
					3,716,973
Utility – 0.0%
Electric – 0.0%
Cemig Geracao e Transmissao SA 9.25%, 12/05/2024(b)			200		229,300
Terraform Global Operating LLC 6.125%, 03/01/2026(g)			12		12,350
					241,650

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Financial Institutions – 0.0%
Other Finance – 0.0%
OEC Finance Ltd. 5.25%, 12/27/2033(b)(j)	U.S.$		107	$	10,783
REITs – 0.0%
Scenery Journey Ltd. 12.00%, 10/24/2023(b)			200		68,000
					78,783
Total Emerging Markets - Corporate Bonds (cost $3,933,550)					4,037,406
COLLATERALIZED LOAN OBLIGATIONS – 0.3%
CLO - Floating Rate – 0.3%
Ares XXXIV CLO Ltd. Series 2015-2A, Class CR 2.134% (LIBOR 3 Month + 2.00%), 04/17/2033(b)(p)			270		270,127
Dryden 49 Senior Loan Fund Series 2017-49A, Class E 6.434% (LIBOR 3 Month + 6.30%), 07/18/2030(b)(p)			250		249,192
Dryden 78 CLO Ltd. Series 2020-78A, Class C 2.084% (LIBOR 3 Month + 1.95%), 04/17/2033(b)(p)			250		250,458
Elmwood CLO VIII Ltd. Series 2021-1A, Class E1 6.134% (LIBOR 3 Month + 6.00%), 01/20/2034(b)(p)			150		150,212
Kayne CLO 11 Ltd. Series 2021-11A, Class E 6.416% (LIBOR 3 Month + 6.25%), 04/15/2034(b)(p)			250		250,411
Octagon Investment Partners 29 Ltd. Series 2016-1A, Class DR 3.225% (LIBOR 3 Month + 3.10%), 01/24/2033(b)(p)			263		263,223
Rockford Tower CLO Ltd. Series 2017-2A, Class DR 2.976% (LIBOR 3 Month + 2.85%), 10/15/2029(b)(p)			306		305,772
Trimaran Cavu Ltd. Series 2019-1A, Class E 7.174% (LIBOR 3 Month + 7.04%), 07/20/2032(b)(p)			250		247,228

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Voya CLO Ltd. Series 2019-1A, Class DR 2.976% (LIBOR 3 Month + 2.85%), 04/15/2031(b)(p)	U.S.$		109	$	108,583
Total Collateralized Loan Obligations (cost $2,093,665)					2,095,206
QUASI-SOVEREIGNS – 0.2%
Quasi-Sovereign Bonds – 0.2%
Mexico – 0.2%
Petroleos Mexicanos 5.95%, 01/28/2031			301		295,552
6.49%, 01/23/2027			51		53,907
6.50%, 01/23/2029			41		42,380
6.75%, 09/21/2047			229		201,176
6.84%, 01/23/2030			210		219,187
6.95%, 01/28/2060			67		58,605
7.69%, 01/23/2050			228		217,688
					1,088,495
Ukraine – 0.0%
State Agency of Roads of Ukraine 6.25%, 06/24/2028(b)			324		325,134
United Arab Emirates – 0.0%
DP World Crescent Ltd. 3.875%, 07/18/2029(b)			220		238,700
Total Quasi-Sovereigns (cost $1,452,481)					1,652,329
ASSET-BACKED SECURITIES – 0.1%
Other ABS - Fixed Rate – 0.1%
Marlette Funding Trust Series 2018-3A, Class C 4.63%, 09/15/2028(b)			75		75,052
SoFi Consumer Loan Program LLC Series 2017-6, Class C 4.02%, 11/25/2026(b)			360		364,659
					439,711
Home Equity Loans - Fixed Rate – 0.0%
CWABS Asset-Backed Certificates Trust Series 2005-7, Class AF5W 5.554%, 10/25/2035			56		56,138
GSAA Home Equity Trust Series 2006-6, Class AF5 6.741%, 03/25/2036			151		62,488

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Lehman XS Trust Series 2007-6, Class 3A5 4.476%, 05/25/2037	U.S.$		21	$	21,064
					139,690
Autos - Fixed Rate – 0.0%
CPS Auto Trust Series 2018-C, Class D 4.40%, 06/17/2024(b)			120		122,203
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 1.209% (LIBOR 1 Month + 1.13%), 12/25/2032(p)			18		17,607
Total Asset-Backed Securities (cost $723,880)					719,211
		Shares
PREFERRED STOCKS – 0.0%
Industrials – 0.0%
Auto Components – 0.0%
Exide Corp. 0.00%(a)(d)			117		94,185
Energy Equipment & Services – 0.0%
Gulfport Energy Operating Corp. 10.00%(a)(d)			9		43,200
Industrial Conglomerates – 0.0%
WESCO International, Inc. Series A 10.625%			3,350		104,620
					242,005
Consumer Discretionary – 0.0%
Household Durables – 0.0%
Hovnanian Enterprises, Inc. 7.625%			1,190		20,980
Total Preferred Stocks (cost $193,843)					262,985

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.0%
Non-Agency Fixed Rate CMBS – 0.0%
Citigroup Commercial Mortgage Trust Series 2014-GC23, Class D 4.633%, 07/10/2047(b)	U.S.$		35	$	35,753
GS Mortgage Securities Trust Series 2014-GC18, Class D 5.155%, 01/10/2047(b)			71		18,197
JPMBB Commercial Mortgage Securities Trust Series 2013-C17, Class D 5.049%, 01/15/2047(b)			71		71,746
					125,696
Non-Agency Floating Rate CMBS – 0.0%
DBWF Mortgage Trust Series 2018-GLKS, Class E 3.104% (LIBOR 1 Month + 3.02%), 12/19/2030(b)(p)			100		99,761
Morgan Stanley Capital I Trust Series 2019-BPR, Class E 4.846% (LIBOR 1 Month + 4.75%), 05/15/2036(b)(p)			39		25,909
					125,670
Total Commercial Mortgage-Backed Securities (cost $296,682)					251,366
GOVERNMENTS - SOVEREIGN BONDS – 0.0%
Mexico – 0.0%
Mexico Government International Bond 4.75%, 04/27/2032 (cost $195,909)			200		231,350
		Shares
WARRANTS – 0.0%
Industrials – 0.0%
Construction & Engineering – 0.0%
Willscot Corp., expiring 11/29/2022(a)(d)(e)			1,913		27,624
Information Technology – 0.0%
Software – 0.0%
Avaya Holdings Corp., expiring 12/15/2022(a)			4,686		11,481

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

		Shares			U.S. $ Value
Energy – 0.0%
Oil, Gas & Consumable Fuels – 0.0%
Battalion Oil Corp., expiring 10/08/2022(a)(c)(d)(e)			10		$	– 0	–
Battalion Oil Corp., expiring 10/08/2022(a)(d)(e)			14			– 0	–
SandRidge Energy, Inc., A-CW22, expiring 10/04/2022(a)			4,816			72
SandRidge Energy, Inc., B-CW22, expiring 10/04/2022(a)			2,024			61
						133
Total Warrants (cost $15,546)						39,238
		Principal Amount (000)
MORTGAGE PASS-THROUGHS – 0.0%
Agency Fixed Rate 30-Year – 0.0%
Federal National Mortgage Association Series 2006 5.00%, 01/01/2036 (cost $101)	U.S.$		0	**		106
		Shares
SHORT-TERM INVESTMENTS – 15.3%
Investment Companies – 15.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(m)(s)(t) (cost $105,668,702)			105,668,702			105,668,702
Total Investments Before Security Lending Collateral for Securities Loaned – 97.2% (cost $579,776,229)						674,192,167
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.8%
Investment Companies – 0.8%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(m)(s)(t) (cost $5,299,383)			5,299,383			5,299,383
Total Investments – 98.0% (cost $585,075,612)						679,491,550
Other assets less liabilities – 2.0%						13,667,160
Net Assets – 100.0%					$	693,158,710

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		206		September 2021	$	21,973,303	$	487,507
10 Yr Canadian Bond Futures		231		December 2021		26,755,463		58,911
10 Yr Japan Bond (OSE) Futures		30		September 2021		41,492,524		105,812
E-Mini Russell 2000 Futures		5		September 2021		567,800		(2,640	)
Euro Buxl 30 Yr Bond Futures		62		September 2021		15,557,851		875,267
Euro STOXX 50 Index Futures		139		September 2021		6,862,858		52,807
Euro-BOBL Futures		60		September 2021		9,561,953		55,356
Euro-Bund Futures		90		September 2021		18,644,640		384,904
Euro-Schatz Futures		88		September 2021		11,666,570		12,368
FTSE 100 Index Futures		30		September 2021		2,926,987		(1,997	)
FTSE KLCI Futures		284		September 2021		5,426,197		63,822
FTSE Taiwan Index Futures		14		September 2021		850,220		21,449
FTSE/JSE Top 40 Futures		48		September 2021		1,996,959		47,743
Hang Seng Index Futures		26		September 2021		4,304,779		35,987
Long Gilt Future		399		December 2021		70,348,002		(148,678	)
MSCI EAFE Futures		158		September 2021		18,576,850		(116,702	)
MSCI Emerging Markets Futures		224		September 2021		14,551,040		(843,917	)
S&P 400 E-Mini Futures		31		September 2021		8,531,200		82,003
S&P 500 E-Mini Futures		76		September 2021		17,177,900		621,118
S&P TSX 60 Index Futures		10		September 2021		1,949,669		24,299
SPI 200 Futures		9		September 2021		1,230,704		220
TOPIX Index Futures		31		September 2021		5,535,563		27,062
U.S. Long Bond (CBT) Futures		2		December 2021		325,938		903
U.S. T-Note 2 Yr (CBT) Futures		170		December 2021		37,455,781		25,057
U.S. T-Note 5 Yr (CBT) Futures		287		December 2021		35,507,281		48,453
U.S. T-Note 10 Yr (CBT) Futures		562		December 2021		75,000,656		234,272
U.S. Ultra Bond (CBT) Futures		288		December 2021		56,817,000		190,636
WIG 20 Index Futures		282		September 2021		3,450,131		124,084
Sold Contracts
10 Yr Japan Bond (OSE) Futures		5		September 2021		6,915,421		3,061
BIST 30 Futures		2,123		October 2021		4,145,676		(20,200	)
E-Mini Russell 2000 Futures		53		September 2021		6,720,930		(387,865	)
Euro STOXX 50 Index Futures		93		September 2021		4,591,696		(54,297	)
Euro-Bund Futures		46		September 2021		9,529,483		10,645
FTSE 100 Index Futures		17		September 2021		1,658,626		2,080
FTSE China A50 Futures		73		September 2021		1,077,042		15,219
Long Gilt Future		41		December 2021		7,228,742		16,300
Mexican BOLSA Index Futures		44		September 2021		1,166,381		(43,091	)
MSCI EAFE Futures		7		September 2021		823,025		3,222
MSCI Emerging Markets Futures		113		September 2021		7,340,480		(105,666	)
MSCI Singapore IX ETS Futures		122		September 2021		3,195,530		25,163
OMXS30 Index Futures		118		September 2021		3,218,542		30,545
S&P 500 E-Mini Futures		186		September 2021		42,040,650		(2,604,463	)
S&P TSX 60 Index Futures		23		September 2021		4,484,239		(59,743	)
SGX Nifty 50 Futures		215		September 2021		7,363,965		(196,852	)
TOPIX Index Futures		5		September 2021		892,833		333
U.S. 10 Yr Ultra Futures		5		December 2021		740,078		(3,694	)
U.S. T-Note 2 Yr (CBT) Futures		151		December 2021		33,269,547		(22,600	)
U.S. T-Note 5 Yr (CBT) Futures		56		December 2021		6,928,250		(4,447	)
U.S. T-Note 10 Yr (CBT) Futures		273		December 2021		36,432,703		(112,299	)
U.S. Ultra Bond (CBT) Futures		118		December 2021		23,279,187		(78,331	)
							$	(1,120,874	)

72    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	CZK	85,260	USD	3,976		09/17/2021	$	16,089
Bank of America, NA	RUB	68,821	USD	922		09/30/2021		(14,439	)
Bank of America, NA	NZD	11,151	USD	7,827		09/15/2021		(30,030	)
Bank of America, NA	EUR	6,820	USD	8,102		11/08/2021		39,059
Bank of America, NA	PEN	3,129	USD	765		09/16/2021		(213	)
Bank of America, NA	USD	1,393	CAD	1,750		09/15/2021		(5,361	)
Bank of America, NA	USD	1,827	PEN	7,181		09/16/2021		(71,719	)
Bank of America, NA	USD	10,739	RUB	801,874		09/30/2021		168,240
Barclays Bank PLC	IDR	12,885,185	USD	902		10/15/2021		(973	)
Barclays Bank PLC	JPY	276,452	USD	2,522		09/15/2021		8,507
Barclays Bank PLC	INR	198,608	USD	2,713		10/08/2021		2,141
Barclays Bank PLC	PLN	8,933	USD	2,303		09/17/2021		(29,517	)
Barclays Bank PLC	MYR	6,883	USD	1,669		09/23/2021		13,211
Barclays Bank PLC	EUR	3,303	USD	3,888		09/15/2021		(13,346	)
Barclays Bank PLC	GBP	4,322	USD	5,924		09/15/2021		(18,041	)
Barclays Bank PLC	CAD	2,274	USD	1,817		09/15/2021		15,252
Barclays Bank PLC	CHF	2,290	USD	2,505		09/15/2021		3,686
Barclays Bank PLC	USD	624	CAD	800		09/24/2021		9,591
Barclays Bank PLC	USD	6,239	CAD	7,906		09/15/2021		26,830
Barclays Bank PLC	USD	6,385	MYR	26,442		09/23/2021		(25,823	)
Barclays Bank PLC	USD	1,279	MYR	5,326		09/23/2021		2,148
Barclays Bank PLC	USD	4,386	AUD	6,094		09/15/2021		73,041
Barclays Bank PLC	USD	7,282	NOK	64,108		09/15/2021		92,094
Barclays Bank PLC	USD	1,149	PHP	57,306		10/21/2021		1,208
Barclays Bank PLC	USD	1,588	HUF	483,379		09/17/2021		46,319
Barclays Bank PLC	USD	866	IDR	12,731,145		10/15/2021		25,930
BNP Paribas SA	HUF	1,704,390	USD	5,769		09/17/2021		4,748
Citibank, NA	COP	19,102,408	USD	4,981		09/16/2021		(83,862	)
Citibank, NA	CLP	1,480,219	USD	1,910		09/16/2021		(2,066	)
Citibank, NA	CLP	849,399	USD	1,126		09/16/2021		29,257
Citibank, NA	JPY	120,658	USD	1,102		11/17/2021		4,487
Citibank, NA	BRL	266	USD	52		09/02/2021		275
Citibank, NA	BRL	266	USD	50		10/04/2021		(699	)
Citibank, NA	USD	51	BRL	266		09/02/2021		697
Citibank, NA	USD	1,648	JPY	180,492		11/17/2021		(6,713	)
Citibank, NA	USD	10,629	INR	800,659		10/08/2021		301,394
Credit Suisse International	CNY	17,749	USD	2,732		09/16/2021		(13,566	)
Credit Suisse International	USD	1,082	NZD	1,572		09/15/2021		25,492
Credit Suisse International	USD	1,113	CNY	7,192		09/16/2021		(757	)
Credit Suisse International	USD	2,251	CZK	48,225		09/17/2021		(11,062	)
Credit Suisse International	USD	3,411	JPY	374,596		09/15/2021		(5,621	)
Deutsche Bank AG	JPY	111,968	USD	1,017		09/15/2021		(538	)
Deutsche Bank AG	RUB	31,440	USD	421		09/30/2021		(6,447	)
Deutsche Bank AG	SEK	14,744	USD	1,690		09/15/2021		(18,404	)
Deutsche Bank AG	NOK	12,275	USD	1,379		09/15/2021		(32,661	)
Deutsche Bank AG	AUD	6,525	USD	4,778		09/15/2021		4,977
Deutsche Bank AG	AUD	3,190	USD	2,318		09/15/2021		(15,545	)
Deutsche Bank AG	CAD	2,158	USD	1,710		09/15/2021		(348	)
Deutsche Bank AG	GBP	624	USD	857		09/15/2021		(786	)
Deutsche Bank AG	USD	1,088	CHF	997		09/15/2021		1,275

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	USD	1,241	EUR	1,059		09/15/2021	$	9,786
Deutsche Bank AG	USD	1,547	GBP	1,124		09/15/2021		(1,233	)
Deutsche Bank AG	USD	10,765	SEK	93,221		09/15/2021		38,768
Goldman Sachs Bank USA	RUB	368,706	USD	4,965		09/30/2021		(50,570	)
Goldman Sachs Bank USA	NOK	40,332	USD	4,518		09/15/2021		(121,475	)
Goldman Sachs Bank USA	BRL	16,266	USD	3,163		09/02/2021		16,820
Goldman Sachs Bank USA	SEK	6,586	USD	754		09/15/2021		(9,246	)
Goldman Sachs Bank USA	EUR	8,858	USD	10,419		09/15/2021		(42,441	)
Goldman Sachs Bank USA	AUD	2,271	USD	1,647		09/15/2021		(14,467	)
Goldman Sachs Bank USA	CAD	1,283	USD	1,023		09/15/2021		5,730
Goldman Sachs Bank USA	USD	1,029	CHF	940		09/15/2021		(2,153	)
Goldman Sachs Bank USA	USD	1,114	CAD	1,404		09/15/2021		(1,662	)
Goldman Sachs Bank USA	USD	6,481	GBP	4,718		09/15/2021		5,459
Goldman Sachs Bank USA	USD	2,701	EUR	2,301		09/15/2021		16,294
Goldman Sachs Bank USA	USD	1,844	BRL	9,479		10/04/2021		(18,484	)
Goldman Sachs Bank USA	USD	1,489	NOK	13,142		09/15/2021		22,890
Goldman Sachs Bank USA	USD	3,133	BRL	16,266		09/02/2021		12,875
Goldman Sachs Bank USA	USD	3,426	RUB	255,564		09/30/2021		50,788
Goldman Sachs Bank USA	USD	5,908	PHP	300,113		10/21/2021		117,703
Goldman Sachs Bank USA	USD	1,177	COP	4,438,879		09/16/2021		(554	)
Morgan Stanley Capital Services, Inc.	BRL	16,266	USD	3,104		09/02/2021		(41,543	)
Morgan Stanley Capital Services, Inc.	PEN	15,906	USD	3,998		09/16/2021		110,027
Morgan Stanley Capital Services, Inc.	EUR	2,998	USD	3,562		11/08/2021		18,224
Morgan Stanley Capital Services, Inc.	AUD	706	USD	509		11/09/2021		(7,240	)
Morgan Stanley Capital Services, Inc.	USD	1,352	CAD	1,705		09/24/2021		(873	)
Morgan Stanley Capital Services, Inc.	USD	3,000	MYR	12,377		09/23/2021		(23,097	)
Morgan Stanley Capital Services, Inc.	USD	10	CLP	7,371		09/16/2021		(211	)
Morgan Stanley Capital Services, Inc.	USD	936	ZAR	13,890		09/16/2021		18,315
Morgan Stanley Capital Services, Inc.	USD	3,091	BRL	16,266		10/04/2021		41,639
Morgan Stanley Capital Services, Inc.	USD	3,163	BRL	16,266		09/02/2021		(16,820	)
Natwest Markets PLC	COP	85,440	USD	22		09/16/2021		(564	)
Natwest Markets PLC	ZAR	58,761	USD	4,224		09/16/2021		186,540
Natwest Markets PLC	MYR	17,248	USD	4,166		09/23/2021		18,051
Natwest Markets PLC	BRL	266	USD	51		09/02/2021		(170	)
Natwest Markets PLC	USD	52	BRL	266		09/02/2021		(275	)
Standard Chartered Bank	KRW	4,149,983	USD	3,615		10/28/2021		35,579
Standard Chartered Bank	JPY	572,882	USD	5,251		09/15/2021		42,853
Standard Chartered Bank	TWD	151,159	USD	5,424		10/21/2021		(65,278	)
Standard Chartered Bank	NOK	8,193	USD	927		09/15/2021		(15,591	)
Standard Chartered Bank	CHF	3,188	USD	3,500		09/15/2021		17,523
Standard Chartered Bank	GBP	2,972	USD	4,115		09/15/2021		28,875
Standard Chartered Bank	USD	10,372	EUR	8,801		09/15/2021		22,457

74    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Standard Chartered Bank	USD	3,122	PHP	157,477		10/21/2021	$	39,419
State Street Bank & Trust Co.	THB	218,781	USD	6,682		10/07/2021		(104,840	)
State Street Bank & Trust Co.	MXN	9,993	USD	488		10/28/2021		(6,151	)
State Street Bank & Trust Co.	CAD	6,038	USD	4,828		09/24/2021		41,969
State Street Bank & Trust Co.	CHF	1,096	USD	1,215		10/28/2021		16,282
State Street Bank & Trust Co.	EUR	515	USD	606		11/08/2021		(2,150	)
State Street Bank & Trust Co.	EUR	270	USD	320		11/08/2021		489
State Street Bank & Trust Co.	GBP	104	USD	143		11/10/2021		(328	)
State Street Bank & Trust Co.	EUR	59	USD	70		09/15/2021		(51	)
State Street Bank & Trust Co.	EUR	1	USD	1		11/08/2021		– 0	–
State Street Bank & Trust Co.	USD	610	EUR	521		11/08/2021		5,970
State Street Bank & Trust Co.	USD	1,077	EUR	907		11/08/2021		(4,474	)
State Street Bank & Trust Co.	USD	320	CAD	399		09/24/2021		(4,091	)
UBS AG	USD	1,066	CZK	22,956		09/17/2021		412
UBS AG	USD	2,099	MXN	43,032		10/28/2021		27,199
							$	920,315

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
USD	10,300		02/09/2023	3 Month LIBOR	0.200%	Quarterly/Semi-Annual	$	(280	)	$	– 0	–	$	(280	)
CNY	36,260		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly		41,867			– 0	–		41,867
CNY	107,914		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly		153,098			– 0	–		153,098
CNY	109,516		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly		168,165			– 0	–		168,165
USD	2,070		02/09/2031	1.226%	3 Month LIBOR	Semi-Annual /Quarterly		10,025			– 0	–		10,025
SEK	110		06/09/2031	0.819%	3 Month STIBOR	Annual/Quarterly		(290	)		– 0	–		(290	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
SEK	18,810		07/12/2031	0.618%	3 Month STIBOR	Annual/Quarterly	$	(3,849	)	$	3		$	(3,852	)
NZD	3,140		07/12/2031	3 Month BKBM	1.695%	Quarterly/Semi-Annual		(48,137	)		– 0	–		(48,137	)
SEK	21,140		07/26/2031	0.593%	3 Month STIBOR	Annual/Quarterly		2,579			9			2,570
NZD	2,200		07/26/2031	3 Month BKBM	1.774%	Quarterly/Semi-Annual		(24,271	)		– 0	–		(24,271	)
CHF	1,300		07/26/2031	6 Month LIBOR	(0.125)%	Semi-Annual/ Annual		(2,450	)		(5	)		(2,445	)
SEK	13,200		08/13/2031	0.576%	3 Month STIBOR	Annual/Quarterly		5,029			– 0	–		5,029
NOK	12,500		08/13/2031	6 Month NIBOR	1.530%	Semi-Annual/ Annual		(1,655	)		– 0	–		(1,655	)
CHF	2,140		08/13/2031	6 Month LIBOR	(0.142)%	Semi-Annual/ Annual		(9,321	)		– 0	–		(9,321	)
SEK	6,810		08/30/2031	0.615%	3 Month STIBOR	Annual/Quarterly		(45	)		(3	)		(42	)
							$	290,465		$	(4	)	$	290,461

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Payment Frequency Paid/ Received

Market Value

Upfront Premiums Paid/ (Received)

Unrealized Appreciation/ (Depreciation)

JPMorgan Chase Bank, NA

USD  10,100

01/14/2026

2.236%

CPI#

Maturity

$

513,681

$

– 0

–

$

513,681

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

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value		Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Sale Contracts
CDX-NAHY Series 34, 5 Year Index, 06/20/2025*		5.00	%		Quarterly		2.42	%	USD	1,014	$	103,709	$	14,656	$	89,053
CDX-NAHY Series 36, 5 Year Index, 06/20/2026*		5.00			Quarterly		2.76		USD	8,215		887,129		718,116		169,013

76    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Federative Republic of Brazil 4.250%, 01/07/2025, 06/20/2026*		1.00	%		Quarterly		1.74	%	USD	2,923	$	(94,684	)	$	(136,998	)	$	42,314
iTraxxx Xover Series 35, 5 Year Index, 06/20/2026*		5.00			Quarterly		2.28		EUR	3,890		606,600			470,325			136,275
Republic of South Africa, 5.875%, 09/16/2025, 06/20/2026*		1.00			Quarterly		1.85		USD	297		(11,113	)		(17,088	)		5,975
Buy Contracts
CDX-NAHY Series 36, 5 Year Index, 06/20/2026*		(5.00	)		Quarterly		2.76		USD	13,540	$	(1,463,432	)	$	(1,202,690	)	$	(260,742	)
											$	28,209		$	(153,679	)	$	181,888

* Termination date

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency	Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Goldman Sachs International
CDX-CMBX.NA.BB Series 6, 05/11/2063*		(5.00	)%	Monthly		10.00	%	USD	836	$	368,641		$	266,462		$	102,179
JPMorgan Securities, LLC
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		(3.00	)	Monthly		10.00		USD	950		259,461			156,598			102,863
Sale Contracts
Citigroup Global Markets, Inc
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	25		(11,081	)		(12,193	)		1,112
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	1,589		(700,947	)		(267,988	)		(432,959	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency	Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Suisse International
CDX-CMBX.NA.BBB- Series 6, 05/11/2063*		3.00	%	Monthly		10.00	%	USD	4,472	$	(1,221,378	)	$	(424,975	)	$	(796,403	)
Deutsche Bank AG
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	2,415		(1,065,437	)		(416,025	)		(649,412	)
Goldman Sachs International
Avis Budget Car Rental LLC, 5.250%, 03/15/2025, 12/20/2023*		5.00		Quarterly		1.08		USD	50		4,940			1,486			3,454
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	5		(2,131	)		(2,342	)		211
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	5		(2,131	)		(2,342	)		211
Morgan Stanley & Co. International PLC
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	10		(4,262	)		(4,584	)		322
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	30		(13,212	)		(13,409	)		197
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	30		(13,212	)		(12,394	)		(818	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	29		(12,785	)		(11,924	)		(861	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	31		(13,638	)		(12,644	)		(994	)
CDX-CMBX.NA.BB Series 6, 05/11/2063*		5.00		Monthly		10.00		USD	32		(14,064	)		(12,962	)		(1,102	)
										$	(2,441,236	)	$	(769,236	)	$	(1,672,000	)

* Termination date

78    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Barclays Bank PLC
Barclays Capital US Inflation Linked Bonds 1 to 10 Year	LIBOR Plus 0.001%		Maturity	USD	109,848		11/01/2021	$	(63,413	)
BNP Paribas SA
BNPABPLA	LIBOR Plus 0.20%		Quarterly	USD	1,392		03/15/2022		11,382
Citibank, NA
CGABROEE	LIBOR Plus 0.20%		Quarterly	USD	3,055		03/15/2022		56,229
Goldman Sachs International
Arrow Global Group PLC	LIBOR Plus 0.35%		Monthly	GBP	305		01/05/2023		454
Arrow Global Group PLC	LIBOR Plus 0.35%		Monthly	GBP	241		01/05/2023		350
Arrow Global Group PLC	LIBOR Plus 0.35%		Monthly	GBP	104		01/05/2023		156
Markit iBoxx EUR Contingent Convertible Liquid Developed Market AT1 TRI	3 Month EURIBOR		Maturity	EUR	518		09/20/2021		10,014
Russell 2000 Total Return Index	LIBOR Plus 0.06%		Quarterly	USD	8,487		06/15/2022		(160,388	)
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	290		01/05/2023		3,668
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	347		01/05/2023		2,566
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	179		01/05/2023		1,915
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	176		01/05/2023		1,556
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	72		01/05/2023		908
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	39		01/05/2023		775
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	79		01/05/2023		703
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	54		01/05/2023		652
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	44		01/05/2023		541
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	30		01/05/2023		359
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	20		01/05/2023		147
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	21		01/05/2023		38
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	7		01/05/2023		(21	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	25			01/05/2023	$	(7	)
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	340			01/05/2023		(102	)
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	213			01/05/2023		(291	)
Siltronic AG	EURIBOR Plus 0.35%		Monthly	EUR	366			01/05/2023		(1,642	)
JPMorgan Chase Bank, NA
JPABJVAL(1)	LIBOR Plus 0.18%		Quarterly	JPY	97,508			07/15/2022		(7,911	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	76			08/12/2022		2,655
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	63			08/12/2022		1,256
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	0	***		08/12/2022		– 0	–
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	1			08/12/2022		(1	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	0	***		08/12/2022		(2	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	13			08/12/2022		(51	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	101			08/12/2022		(417	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	80			08/12/2022		(1,181	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	166			08/12/2022		(1,280	)
Sumo Group PLC	LIBOR Plus 0.40%		Annual	GBP	88			08/12/2022		(2,112	)
Sumo Group PLC	LIBOR Plus 0.40%		Monthly	GBP	252			08/12/2022		(2,493	)
Morgan Stanley Capital Services LLC
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	92			01/27/2022		1,750
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	257			01/27/2022		1,401
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	88			01/27/2022		802
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	158			01/27/2022		415
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	102			01/27/2022		271
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	14			01/27/2022		220
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	47			01/27/2022		51
Avast PLC	LIBOR Plus 0.50%		Monthly	GBP	126			01/27/2022		(400	)

80    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Bloomberg Commodity Index	0.12%		Quarterly	USD	48,955		09/15/2021	$	1,552,080
Gamesys Group PLC	LIBOR Plus 0.50%		Monthly	GBP	94		01/27/2022		169
Gamesys Group PLC	LIBOR Plus 0.50%		Monthly	GBP	91		01/27/2022		164
IBOVESPA Futures	0.00%		Monthly	BRL	4,292		10/13/2021		16,829
IBOVESPA Futures	0.00%		Monthly	BRL	3,338		10/13/2021		(6,138	)
KOSPI 200 Futures	0.00%		Monthly	KRW	1,258,500		09/09/2021		13,811
KOSPI 200 Futures	0.00%		Monthly	KRW	734,125		09/09/2021		(11,230	)
KOSPI 200 Futures	0.00%		Monthly	KRW	943,875		09/09/2021		(27,612	)
KOSPI 200 Futures	0.00%		Monthly	KRW	839,000		09/09/2021		(27,820	)
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	205		01/27/2022		36,517
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	189		01/27/2022		35,382
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	185		01/27/2022		29,763
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	186		01/27/2022		29,758
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	181		01/27/2022		28,971
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	110		01/27/2022		20,785
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	90		01/27/2022		15,256
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	86		01/27/2022		13,993
Meggitt PLC	LIBOR Plus 0.50%		Monthly	GBP	81		01/27/2022		13,287
Swiss Market Index Futures	0.00%		Monthly	CHF	497		09/17/2021		20,014
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	46		01/27/2022		10,270
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	83		01/27/2022		(2,434	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	84		01/27/2022		(2,654	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	87		01/27/2022		(2,973	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	85		01/27/2022		(3,107	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	83		01/27/2022		(3,210	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	80		01/27/2022		(3,825	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Annual	GBP	80		01/27/2022		(4,055	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	106		01/27/2022		(4,333	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	71		01/27/2022		(5,049	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	94		01/27/2022	$	(6,129	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	162		01/27/2022		(6,537	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	162		01/27/2022		(6,993	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	151		01/27/2022		(9,446	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%		Monthly	GBP	152		01/27/2022		(10,463	)
Pay Total Return on Reference Obligation
Goldman Sachs International
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	3		07/15/2025		(69	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	7		07/15/2025		(848	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	12		07/15/2025		(1,638	)
BancorpSouth Bank	LIBOR Minus 0.29%		Monthly	USD	29		07/15/2025		(3,901	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	219		07/15/2025		(5,629	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	294		07/15/2025		(8,024	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	66		07/15/2025		(8,033	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	104		07/15/2025		(13,973	)
BancorpSouth Bank	LIBOR Minus 0.28%		Monthly	USD	147		07/15/2025		(15,421	)
BancorpSouth Bank	LIBOR Minus 0.29%		Monthly	USD	161		07/15/2025		(17,460	)
BancorpSouth Bank	LIBOR Minus 0.29%		Monthly	USD	207		07/15/2025		(29,914	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	100		07/15/2025		(4,248	)
Canadian National Railway Co.	LIBOR Minus 0.20%		Monthly	USD	104		07/15/2025		(10,337	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	183		07/15/2025		(11,289	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	205		07/15/2025		(17,892	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	205		07/15/2025		(21,875	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	256		07/15/2025		(32,913	)
Canadian National Railway Co.	LIBOR Minus 0.24%		Monthly	USD	307		07/15/2025		(33,299	)
GSABHVIP	LIBOR		Quarterly	USD	1,111		09/15/2022		292
II-VI, Inc.	LIBOR Minus 0.31%		Monthly	USD	218		01/05/2023		18,623
II-VI, Inc.	LIBOR Minus 0.30%		Monthly	USD	218		01/05/2023		16,150

82    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
II-VI, Inc.	LIBOR Minus 0.31%		Monthly	USD	217			01/05/2023	$	10,573
Independent Bank Corp.	LIBOR Minus 0.27%		Monthly	USD	188			01/05/2023		14,667
Independent Bank Corp.	LIBOR Minus 0.27%		Monthly	USD	103			01/05/2023		6,633
Independent Bank Corp.	LIBOR Minus 0.07%		Monthly	USD	20			01/05/2023		1,440
Independent Bank Corp.	LIBOR Minus 0.27%		Monthly	USD	14			01/05/2023		1,103
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	50			01/05/2023		799
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	11			01/05/2023		731
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	4			01/05/2023		403
Independent Bank Corp.	LIBOR Minus 0.06%		Monthly	USD	4			01/05/2023		220
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	3			01/05/2023		83
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	5			01/05/2023		47
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	244			07/15/2025		6,570
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	79			07/15/2025		5,359
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	37			07/15/2025		2,279
Independent Bank Corp.	LIBOR Minus 0.09%		Monthly	USD	91			07/15/2025		2,237
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	16			07/15/2025		1,049
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	10			07/15/2025		435
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	6			07/15/2025		386
Independent Bank Corp.	LIBOR Minus 0.06%		Monthly	USD	13			07/15/2025		309
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	4			07/15/2025		212
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	8			07/15/2025		138
Independent Bank Corp.	LIBOR Minus 0.06%		Monthly	USD	32			07/15/2025		106
Independent Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	2			07/15/2025		62
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	4			07/15/2025		57
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	0	***		07/15/2025		3
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	6			07/15/2025		(52	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Independent Bank Corp.	LIBOR Minus 0.26%		Monthly	USD	8			07/15/2025	$	(52	)
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	14			07/15/2025		(239	)
Independent Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	46			07/15/2025		(452	)
M&T Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	162			01/05/2023		28,474
M&T Bank Corp.	LIBOR Minus 0.07%		Monthly	USD	204			01/05/2023		25,394
M&T Bank Corp.	LIBOR Minus 0.28%		Monthly	USD	140			01/05/2023		17,234
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	209			01/05/2023		14,102
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	83			01/05/2023		8,999
M&T Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	48			01/05/2023		6,866
M&T Bank Corp.	LIBOR Minus 0.28%		Monthly	USD	56			01/05/2023		6,732
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	44			01/05/2023		4,550
M&T Bank Corp.	LIBOR Minus 0.29%		Monthly	USD	28			01/05/2023		4,508
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	25			01/05/2023		2,657
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	16			01/05/2023		1,841
M&T Bank Corp.	LIBOR Minus 0.07%		Monthly	USD	16			01/05/2023		1,701
M&T Bank Corp.	LIBOR Minus 0.05%		Monthly	USD	8			01/05/2023		1,136
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	8			01/05/2023		939
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	5			01/05/2023		749
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	0	***		01/05/2023		46
M&T Bank Corp.	LIBOR Minus 0.30%		Monthly	USD	78			07/15/2025		10,929
M&T Bank Corp.	LIBOR Minus 0.27%		Monthly	USD	55			07/15/2025		8,700
M&T Bank Corp.	LIBOR Minus 0.26%		Monthly	USD	2			07/15/2025		315
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	485			01/05/2023		6,773
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	214			01/05/2023		3,868
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	463			01/05/2023		3,600
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	20			01/05/2023		(503	)

84    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
New York Community Bancorp, Inc.	LIBOR Minus 0.07%		Monthly	USD	139		01/05/2023	$	(1,903	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	154		01/05/2023		(5,594	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	359		01/05/2023		(5,786	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	318		01/05/2023		(6,403	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%		Monthly	USD	136		01/05/2023		(10,989	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%		Monthly	USD	238		01/05/2023		(20,044	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%		Monthly	USD	258		01/05/2023		(23,159	)
New York Community Bancorp, Inc.	LIBOR Minus 0.09%		Monthly	USD	52		07/15/2025		(5,327	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%		Monthly	USD	223		07/15/2025		(8,764	)
JPMorgan Chase Bank, NA
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	3		08/12/2022		(150	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	8		08/12/2022		(466	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	9		08/12/2022		(1,079	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	19		08/12/2022		(1,254	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	12		08/12/2022		(1,409	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	28		08/12/2022		(1,546	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	13		08/12/2022		(1,729	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	20		08/12/2022		(3,047	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	57		08/12/2022		(3,344	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	87		08/12/2022		(3,460	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	51		08/12/2022		(3,914	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	83		08/12/2022		(4,369	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	54		08/12/2022		(4,394	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	34		08/12/2022		(4,666	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	93		08/12/2022		(4,680	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	28		08/12/2022		(4,719	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	42		08/12/2022	$	(5,359	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	111		08/12/2022		(5,705	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	113		08/12/2022		(6,656	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	180		08/12/2022		(6,751	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	118		08/12/2022		(7,138	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	152		08/12/2022		(7,652	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	108		08/12/2022		(7,697	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	9		08/12/2022		(456	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	172		08/12/2022		(8,688	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	121		08/12/2022		(9,050	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	76		08/12/2022		(9,207	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	72		08/12/2022		(9,364	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%		Monthly	USD	165		08/12/2022		(9,612	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	75		08/12/2022		(9,725	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	145		08/12/2022		(10,005	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	77		08/12/2022		(10,372	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	166		08/12/2022		(10,574	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	74		08/12/2022		(11,416	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	181		08/12/2022		(13,360	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	103		08/12/2022		(17,948	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%		Monthly	USD	230		08/12/2022		(29,873	)
JPQABHYS	LIBOR Minus 0.14%		Quarterly	USD	410		06/15/2022		(10,093	)
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	151		08/12/2022		24,224
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	151		08/12/2022		23,711
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	62		08/12/2022		6,932
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	49		08/12/2022		6,854

86    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	46		08/12/2022	$	5,472
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	37		08/12/2022		4,289
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	35		08/12/2022		4,195
MKS Instruments Inc.	LIBOR Minus 0.30%		Monthly	USD	94		08/12/2022		3,839
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	29		08/12/2022		2,425
MKS Instruments Inc.	LIBOR Minus 0.31%		Monthly	USD	13		08/12/2022		1,706
MKS Instruments Inc.	LIBOR Minus 0.30%		Monthly	USD	7		08/12/2022		469
Realty Income Corp.	LIBOR Minus 0.28%		Monthly	USD	13		08/12/2022		(932	)
Realty Income Corp.	LIBOR Minus 0.32%		Monthly	USD	64		08/12/2022		(2,777	)
Realty Income Corp.	LIBOR Minus 0.31%		Monthly	USD	81		08/12/2022		(3,418	)
Realty Income Corp.	LIBOR Minus 0.31%		Monthly	USD	123		08/12/2022		(6,936	)
Realty Income Corp.	LIBOR Minus 0.28%		Monthly	USD	137		08/12/2022		(9,478	)
Realty Income Corp.	LIBOR Minus 0.32%		Monthly	USD	187		08/12/2022		(10,528	)
Realty Income Corp.	LIBOR Minus 0.30%		Monthly	USD	193		08/12/2022		(12,123	)
Realty Income Corp.	LIBOR Minus 0.30%		Monthly	USD	222		08/12/2022		(13,675	)
Realty Income Corp.	LIBOR Minus 0.31%		Monthly	USD	477		08/12/2022		(15,997	)
Realty Income Corp.	LIBOR Minus 0.31%		Monthly	USD	502		08/12/2022		(20,751	)
Realty Income Corp.	LIBOR Minus 0.28%		Monthly	USD	341		08/12/2022		(21,617	)
Realty Income Corp.	LIBOR Minus 0.31%		Monthly	USD	734		08/12/2022		(40,025	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	21		08/12/2022		(5,273	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	40		08/12/2022		(9,454	)
S&P Global Inc.	LIBOR Minus 0.31%		Monthly	USD	120		08/12/2022		(30,860	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	194		08/12/2022		(46,896	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	205		08/12/2022		(54,704	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	237		08/12/2022		(62,060	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	252		08/12/2022		(62,455	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	252			08/12/2022	$	(63,384	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	246			08/12/2022		(64,759	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	266			08/12/2022		(65,362	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	282			08/12/2022		(75,994	)
S&P Global Inc.	LIBOR Minus 0.31%		Monthly	USD	494			08/12/2022		(125,873	)
S&P Global Inc.	LIBOR Minus 0.30%		Monthly	USD	559			08/12/2022		(156,133	)
United Community Banks, Inc.	LIBOR Minus 0.31%		Monthly	USD	44			08/12/2022		679
United Community Banks, Inc.	LIBOR Minus 0.30%		Monthly	USD	69			08/12/2022		367
United Community Banks, Inc.	LIBOR Minus 0.30%		Monthly	USD	0	***		08/12/2022		1
United Community Banks, Inc.	LIBOR Minus 0.29%		Monthly	USD	2			08/12/2022		(43	)
United Community Banks, Inc.	LIBOR Minus 0.31%		Monthly	USD	2			08/12/2022		(68	)
United Community Banks, Inc.	LIBOR Minus 0.31%		Monthly	USD	39			08/12/2022		(2,071	)
United Community Banks, Inc.	LIBOR Minus 0.31%		Monthly	USD	152			08/12/2022		(3,364	)
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	459			08/12/2022		11,714
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	146			08/12/2022		5,861
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	120			08/12/2022		3,071
Ventas, Inc.	LIBOR Minus 0.29%		Monthly	USD	178			08/12/2022		2,963
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	24			08/12/2022		1,319
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	34			08/12/2022		703
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	20			08/12/2022		480
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	7			08/12/2022		407
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	4			08/12/2022		176
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	4			08/12/2022		76
Ventas, Inc.	LIBOR Minus 0.31%		Monthly	USD	1			08/12/2022		29
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	485			08/12/2022		121,327

88    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	419		08/12/2022	$	91,393
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	387		08/12/2022		87,853
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	282		08/12/2022		66,891
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	197		08/12/2022		40,885
Zoom Video Communications, Inc.	LIBOR Minus 0.30%		Monthly	USD	114		08/12/2022		30,117
Zoom Video Communications, Inc.	LIBOR Minus 0.31%		Monthly	USD	563		08/12/2022		1,297
Morgan Stanley Capital Services LLC
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%		Annual	USD	483		01/27/2022		(83,173	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%		Monthly	USD	304		01/27/2022		(85,860	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%		Monthly	USD	963		01/27/2022		(244,255	)
Apollo Global Management Inc.	LIBOR Minus 0.29%		Monthly	USD	137		01/27/2022		5,085
Apollo Global Management Inc.	LIBOR Minus 0.29%		Monthly	USD	87		01/27/2022		2,237
Apollo Global Management Inc.	LIBOR Minus 0.56%		Monthly	USD	1		01/27/2022		(41	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	2		01/27/2022		(94	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	2		01/27/2022		(196	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	8		01/27/2022		(695	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	9		01/27/2022		(1,216	)
Apollo Global Management Inc.	LIBOR Minus 0.31%		Monthly	USD	7		01/27/2022		(1,273	)
Apollo Global Management Inc.	LIBOR Minus 0.31%		Monthly	USD	7		01/27/2022		(1,325	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	7		01/27/2022		(1,366	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	12		01/27/2022		(2,117	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	30		01/27/2022		(2,198	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	105		01/27/2022		(3,504	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	61		01/27/2022	$	(4,383	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	121		01/27/2022		(4,852	)
Apollo Global Management Inc.	LIBOR Minus 0.28%		Monthly	USD	64		01/27/2022		(5,273	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	182		01/27/2022		(6,645	)
Apollo Global Management Inc.	LIBOR Minus 0.27%		Monthly	USD	100		01/27/2022		(7,550	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	43		01/27/2022		(9,084	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	181		01/27/2022		(9,646	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	114		01/27/2022		(10,216	)
Apollo Global Management Inc.	LIBOR Minus 0.27%		Monthly	USD	220		01/27/2022		(11,560	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	201		01/27/2022		(14,980	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	243		01/27/2022		(19,710	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	159		01/27/2022		(35,320	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	245		01/27/2022		(47,370	)
Apollo Global Management Inc.	LIBOR Minus 0.30%		Monthly	USD	473		01/27/2022		(63,240	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	142		01/27/2022		1,542
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	65		01/27/2022		994
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	14		01/27/2022		212
Citizens Financial Group, Inc.	LIBOR Minus 0.29%		Monthly	USD	1		01/27/2022		13
Citizens Financial Group, Inc.	LIBOR Minus 0.29%		Monthly	USD	1		01/27/2022		(1	)
Citizens Financial Group, Inc.	LIBOR Minus 0.30%		Monthly	USD	4		01/27/2022		(123	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	11		01/27/2022		(153	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	88		01/27/2022		(171	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	101		01/27/2022		(221	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	26		01/27/2022		(344	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	18		01/27/2022		(580	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	52		01/27/2022		(959	)

90    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	130			01/27/2022	$	(1,538	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%		Monthly	USD	109			01/27/2022		(4,161	)
DraftKings Inc.	LIBOR Minus 0.28%		Monthly	USD	53			01/27/2022		(6,054	)
DraftKings Inc.	LIBOR Minus 0.28%		Monthly	USD	182			01/27/2022		(19,809	)
DraftKings Inc.	LIBOR Minus 0.28%		Monthly	USD	345			01/27/2022		(45,673	)
MSABHOWN	LIBOR Minus 0.30%		Quarterly	USD	582			06/15/2022		(26,516	)
NortonLifeLock Inc.	LIBOR Minus 0.30%		Monthly	USD	6			01/27/2022		10
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	2			01/27/2022		(38	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	12			01/27/2022		(92	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	14			01/27/2022		(292	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	12			01/27/2022		(360	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	17			01/27/2022		(466	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	21			01/27/2022		(651	)
NortonLifeLock Inc.	LIBOR Minus 0.28%		Monthly	USD	35			01/27/2022		(1,872	)
Penn National Gaming, Inc.	LIBOR Minus 0.29%		Monthly	USD	56			01/27/2022		1,468
Penn National Gaming, Inc.	LIBOR Minus 0.30%		Monthly	USD	0	***		01/27/2022		– 0	–
Penn National Gaming, Inc.	LIBOR Minus 0.29%		Monthly	USD	1			01/27/2022		(195	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	2			01/27/2022		(234	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	4			01/27/2022		(544	)
Penn National Gaming, Inc.	LIBOR Minus 0.29%		Monthly	USD	4			01/27/2022		(692	)
Penn National Gaming, Inc.	LIBOR Minus 0.29%		Monthly	USD	26			01/27/2022		(1,578	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	48			01/27/2022		(5,772	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	63			01/27/2022		(11,318	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	57			01/27/2022		(11,599	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	90			01/27/2022		(17,476	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%		Monthly	USD	204			01/27/2022		(31,039	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Penn National Gaming, Inc.	LIBOR Minus 0.08%		Monthly	USD	457		01/27/2022	$	(48,191	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	1		01/27/2022		(63	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	1		01/27/2022		(89	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	6		01/27/2022		(578	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	8		01/27/2022		(669	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	7		01/27/2022		(755	)
Performance Food Group Co.	LIBOR Minus 0.30%		Monthly	USD	29		01/27/2022		(1,086	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	14		01/27/2022		(1,148	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	16		01/27/2022		(1,648	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	16		01/27/2022		(2,115	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	19		01/27/2022		(2,173	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	36		01/27/2022		(2,810	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	37		01/27/2022		(2,921	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	40		01/27/2022		(3,309	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	37		01/27/2022		(3,424	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	32		01/27/2022		(4,192	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	32		01/27/2022		(4,567	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	51		01/27/2022		(4,575	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	43		01/27/2022		(5,084	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	73		01/27/2022		(5,713	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	98		01/27/2022		(9,307	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	89		01/27/2022		(9,420	)
Performance Food Group Co.	LIBOR Minus 0.28%		Monthly	USD	130		01/27/2022		(12,284	)
Performance Food Group Co.	LIBOR Minus 0.29%		Monthly	USD	336		01/27/2022		(36,038	)
RTS Futures	0.00%		Monthly	USD	494		09/16/2021		(17,233	)
RTS Futures	0.00%		Monthly	USD	819		09/16/2021		(36,162	)
RTS Futures	0.00%		Monthly	USD	933		09/16/2021		(57,104	)

92    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	285		01/27/2022	$	9,549
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	71		01/27/2022		2,561
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	17		01/27/2022		615
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	13		01/27/2022		550
South State Corp.	LIBOR Minus 0.30%		Monthly	USD	21		01/27/2022		535
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	17		01/27/2022		347
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	4		01/27/2022		224
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	6		01/27/2022		194
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	6		01/27/2022		167
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	2		01/27/2022		67
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	6		01/27/2022		54
South State Corp.	LIBOR Minus 0.27%		Monthly	USD	19		01/27/2022		51
South State Corp.	LIBOR Minus 0.28%		Monthly	USD	1		01/27/2022		18
South State Corp.	LIBOR Minus 0.28%		Monthly		USD 2		01/27/2022		(6	)
South State Corp.	LIBOR Minus 0.29%		Monthly	USD	182		01/27/2022		(260	)
VICI Properties Inc.	LIBOR Minus 0.28%		Monthly	USD	20		01/27/2022		(419	)
								$	(333,113	)

VARIANCE SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)		Market Value			Upfront Premiums (Paid)/ Received			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Goldman Sachs International
Nikkei 225 Index 11/12/2021*		23.55	%		Maturity	JPY	72,763	$	(121,171	)	$	– 0	–	$	(121,171	)
UBS AG
FTSE 100 Index 11/19/2021*		21.60			Maturity	GBP	943		(149,571	)		– 0	–		(149,571	)
S&P/ASX 200 Index 11/18/2021*		19.40			Maturity	AUD	829		(116,438	)		– 0	–		(116,438	)
USD/JPY 09/30/2021*		7.85			Maturity	USD	738		(228,480	)		– 0	–		(228,480	)

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)		Market Value		Upfront Premiums (Paid)/ Received			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citibank, NA
Nasdaq 100 Stock Index 09/17/2021*		22.90	%		Maturity	USD	752	$	416,961	$	– 0	–	$	416,961
Russell 2000 Index 09/17/2021*		29.25			Maturity	USD	801		367,931		– 0	–		367,931
S&P 500 Index 09/17/2021*		19.00			Maturity	USD	359		202,486		– 0	–		202,486
Goldman Sachs Bank USA
USD/JPY 09/30/2021*		7.20			Maturity	USD	590		147,564		– 0	–		147,564
								$	519,282	$	– 0	–	$	519,282

* Termination date

** Principal amount less than 500.

*** Notional amount less than 500.

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At August 31, 2021, the aggregate market value of these securities amounted to $57,509,739 or 8.3% of net assets.

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

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

(e) Fair valued by the Adviser.

(f) Restricted and illiquid security.

Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
CHC Group LLC		04/26/2017	$	192,579	$	458		0.00	%

(g) Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities, which represent 0.01% of net assets as of August 31, 2021, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost			Market Value			Percentage of Net Assets
Carlson Travel, Inc. 11.50%, 12/15/2026		12/15/2020	$	193,935		$	98,467			0.01	%
Diamond Offshore Drilling, Inc.		04/26/2021		56,839			18,215			0.00	%
Digicel Group Holdings Ltd. 7.00%, 09/16/2021		06/19/2020		1,093			6,724			0.00	%
Exide Technologies (Exchange Priority) 11.00%, 10/31/2024		10/26/2020		– 0	–		– 0	–		0.00	%
Exide Technologies (First Lien) 11.00%, 10/31/2024		06/21/2019		17,967			– 0	–		0.00	%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022		04/26/2017		26,181			– 0	–		0.00	%
K2016470260 South Africa Ltd. 25.00%, 12/31/2022		04/26/2017		23,262			– 0	–		0.00	%
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2018		04/26/2017		15			– 0	–		0.00	%
Terraform Global Operating LLC 6.125%, 03/01/2026		02/08/2018		12,000			12,350			0.00	%

94    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Tonon Luxembourg SA 6.50%, 10/31/2024		04/26/2017	$	2,770	$	52		0.00	%
Virgolino de Oliveira Finance SA 10.50%, 01/28/2018		04/26/2017		33,434		4,338		0.00	%

(h) Convertible security.

(i) Defaulted matured security.

(j) Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at August 31, 2021.

(k) Defaulted.

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

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

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

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

(p) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at August 31, 2021.

(q) The stated coupon rate represents the greater of the LIBOR or the LIBOR floor rate plus a spread at August 31, 2021.

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

(s) Affiliated investments.

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

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

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

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Glossary: ABS – Asset-Backed Securities ADR – American Depositary Receipt ASX – Australian Stock Exchange BIST – Borsa Istanbul Stock Exchange BKBM – Bank Bill Benchmark (New Zealand) BOBL – Bundesobligationen CBT – Chicago Board of Trade CDX-CMBX.NA – North American Commercial Mortgage-Backed Index CDX-NAHY – North American High Yield Credit Default Swap Index CLO – Collateralized Loan Obligations EAFE – Europe, Australia, and Far East ETF – Exchange Traded Fund ETS – Emission Trading Scheme EURIBOR – Euro Interbank Offered Rate FTSE – Financial Times Stock Exchange GDR – Global Depositary Receipt ICE – Intercontinental Exchange JSE – Johannesburg Stock Exchange KLCI – Kuala Lumpur Composite Index KOSPI – Korea Composite Stock Price Index LIBOR – London Interbank Offered Rate MSCI – Morgan Stanley Capital International NIBOR – Norwegian Interbank Offered Rate OMXS – Stockholm Stock Exchange OSE – Osaka Securities Exchange PJSC – Public Joint Stock Company REIT – Real Estate Investment Trust RTS – Russian Trading System SGX – Singapore Exchange SPDR – Standard & Poor’s Depository Receipt SPI – Share Price Index STIBOR – Stockholm Interbank Offered Rate TOPIX – Tokyo Price Index TSX – Toronto Stock Exchange WIG – Warszawski Indeks Gieldowy

(1) The following table represents the 50 largest equity basket holdings underlying the total return swap in JPABJVAL as of August 31, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Nippon Yusen KK		406	JPY	3,598,670		3.7	%
SoftBank Group Corp.		536		3,311,241		3.4	%
Sumitomo Mitsui Financial Group		820		3,116,778		3.2	%
Nintendo Co., Ltd.		58		3,062,909		3.1	%
Toyota Motor Corp.		275		2,638,572		2.7	%
Japan Tobacco, Inc.		1,186		2,528,491		2.6	%
Otsuka Holdings Co., Ltd.		530		2,482,251		2.5	%
Central Japan Railway Co.		150		2,424,065		2.5	%
Hoya Corp.		131		2,323,127		2.4	%
NEC Corp.		398		2,298,841		2.4	%
Nitto Denko Corp.		272		2,274,998		2.3	%
Z Holdings Corp.		3,120		2,236,784		2.3	%
Takeda Pharmaceutical Co., Ltd.		607		2,233,465		2.3	%
Trend Micro, Inc./Japan		369		2,227,105		2.3	%
Toyo Suisan Kaisha, Ltd.		484		2,202,559		2.3	%
McDonald’s Holdings Co./Japan		417		2,187,675		2.2	%
Subaru Corp.		1,050		2,138,617		2.2	%
Lida Group Holdings Co., Ltd.		764		2,134,901		2.2	%
SBI Holdings, Inc./Japan		794		2,120,564		2.2	%
Nabtesco Corp.		484		2,111,043		2.2	%
Marubeni Corp.		2,357		2,064,134		2.1	%
Brother Industries, Ltd.		913		2,060,481		2.1	%
NGK Insulators, Ltd.		1,126		2,054,837		2.1	%
TDK Corp.		174		2,016,805		2.1	%
Daito Trust Construction Co., Ltd.		166		2,008,312		2.1	%
T&D Holdings, Inc.		1,492		1,991,515		2.0	%
Lion Corp.		1,049		1,964,453		2.0	%
Mitsubishi Heavy Industries, Ltd.		675		1,962,349		2.0	%
Taisei Corp.		567		1,953,447		2.0	%
Pan Pacific International Holdings		904		1,895,907		1.9	%
Nomura Real Estate Holdings, Inc.		673		1,895,176		1.9	%

96    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
ZOZO, Inc.		450		JPY    1,888,220		1.9	%
Aisin Corp.		447		1,879,670		1.9	%
Tokyo Electric Power Co. Holdings		6,289		1,817,527		1.9	%
Kobe Bussan Co., Ltd.		368		1,576,005		1.6	%
Astellas Pharma, Inc.		808		1,500,940		1.5	%
Murata Manufacturing Co., Ltd.		142		1,291,693		1.3	%
Shionogi & Co., Ltd.		175		1,217,245		1.2	%
Sony Group Corp.		105		1,197,574		1.2	%
Honda Motor Co., Ltd.		233		778,649		0.8	%
Makita Corp.		118		742,968		0.8	%
TOPPAN, Inc.		386		729,132		0.7	%
Tokyo Electron, Ltd.		15		710,719		0.7	%
AGC, Inc.		130		689,401		0.7	%
Tobu Railway Co., Ltd.		225		646,370		0.7	%
Dai-ichi Life Holdings, Inc.		275		596,815		0.6	%
United Urban Investment Corp.		4		588,764		0.6	%
Yamada Holdings Co., Ltd.		1,219		576,748		0.6	%
Keyence Corp.		9		575,593		0.6	%
Kansai Paint Co., Ltd.		178		507,080		0.5	%
Other Long		2,461		6,472,778		6.6	%

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES

August 31, 2021

Assets
Investments in securities, at value
Unaffiliated issuers (cost $474,107,527)	$	568,523,465	(a)
Affiliated issuers (cost $110,968,085—including investment of cash collateral for securities loaned of $5,299,383)		110,968,085
Cash		2,187,889
Cash collateral due from broker		18,412,576
Foreign currencies, at value (cost $4,535,985)		4,531,697
Unrealized appreciation on total return swaps		2,767,580
Unrealized appreciation on forward currency exchange contracts		1,884,884
Unaffiliated interest and dividends receivable		1,842,652
Unrealized appreciation on variance swaps		1,134,942
Receivable for investment securities sold and foreign currency transactions		987,360
Market value on credit default swaps (net premiums paid $424,546)		633,042
Unrealized appreciation on inflation swaps		513,681
Receivable for variation margin on centrally cleared swaps		28,239
Receivable for shares of beneficial interest sold		19,617
Receivable for terminated total return swaps		3,831
Affiliated dividends receivable		687
Total assets		714,440,227
Liabilities
Payable for collateral received on securities loaned		5,299,383
Unrealized depreciation on total return swaps		3,100,693
Market value on credit default swaps (net premiums received $1,193,782)		3,074,278
Cash collateral due to broker		3,040,000
Payable for investment securities purchased and foreign currency transactions		2,133,287
Unrealized depreciation on forward currency exchange contracts		964,569
Payable for terminated total return swaps		904,009
Unrealized depreciation on variance swaps		615,660
Payable for shares of beneficial interest redeemed		525,710
Payable for variation margin on futures		523,021
Advisory fee payable		305,622
Distribution fee payable		131,672
Foreign capital gains tax payable		23,949
Transfer Agent fee payable		19,859
Trustees’ fees payable		6,690
Accrued expenses		613,115
Total liabilities		21,281,517
Net Assets	$	693,158,710
Composition of Net Assets
Shares of beneficial interest, at par	$	381
Additional paid-in capital		561,546,039
Distributable earnings		131,612,290
Net Assets	$	693,158,710

(a) Includes securities on loan with a value of $12,048,607 (see Note E).

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES (continued)

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	586,994,780		32,328,059	$	18.16	*
C	$	10,537,213		587,869	$	17.92
Advisor	$	84,017,662		4,577,860	$	18.35
R	$	3,618,025		201,367	$	17.97
K	$	7,653,167		423,357	$	18.08
I	$	337,863		18,215	$	18.55

* The maximum offering price per share for Class A shares was $18.97 which reflects a sales charge of 4.25%.

See notes to consolidated financial statements.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    99

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended August 31, 2021

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $336,635)	$	8,280,568
Affiliated issuers		26,327
Interest (net of foreign taxes withheld of $6,582)		4,733,854
Securities lending income		119,958
Other income		3,026		$	13,163,733
Expenses
Advisory fee (see Note B)		3,633,633
Distribution fee—Class A		1,379,452
Distribution fee—Class C		177,557
Distribution fee—Class R		16,935
Distribution fee—Class K		19,203
Transfer agency—Class A		494,279
Transfer agency—Class C		17,275
Transfer agency—Advisor Class		71,437
Transfer agency—Class R		8,868
Transfer agency—Class K		15,503
Transfer agency—Class I		365
Custody and accounting		537,208
Audit and tax		137,911
Printing		109,500
Registration fees		94,650
Legal		42,855
Trustees’ fees		27,636
Miscellaneous		76,050
Total expenses		6,860,317
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(88,635	)
Net expenses					6,771,682
Net investment income					6,392,051

See notes to consolidated financial statements.

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

CONSOLIDATED STATEMENT OF OPERATIONS (continued)

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)	$	79,126,064
Forward currency exchange contracts		1,752,534
Futures		23,978,947
Swaps		7,010,954
Foreign currency transactions		(805,131	)
Net change in unrealized appreciation/depreciation of:
Investments(b)		21,150,233
Forward currency exchange contracts		1,344,202
Futures		(8,289,721	)
Swaps		(4,770,497	)
Foreign currency denominated assets and liabilities		(235,421	)
Net gain on investment and foreign currency transactions		120,262,164
Net Increase in Net Assets from Operations	$	126,654,215

(a) Net of foreign realized capital gains taxes of $34,505.

(b) Net of decrease in accrued foreign capital gains taxes on unrealized gains of $24,714.

See notes to consolidated financial statements.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    101

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	August 31, 2021			August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	6,392,051		$	8,118,187
Net realized gain (loss) on investment and foreign currency transactions		111,063,368			(39,734,102	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		9,198,796			38,551,348
Contributions from Affiliates (see Note B)		– 0	–		13,090
Net increase in net assets from operations		126,654,215			6,948,523
Distributions to Shareholders
Class A		(15,587,969	)		(16,836,692	)
Class C		(391,667	)		(679,299	)
Advisor Class		(2,421,226	)		(2,608,100	)
Class R		(83,732	)		(83,171	)
Class K		(206,196	)		(296,351	)
Class I		(8,700	)		(8,115	)
Transactions in Shares of Beneficial Interest
Net decrease		(54,365,790	)		(65,423,089	)
Capital Contributions
Proceeds from third party vendor (see Note F)		– 0	–		13,089
Total increase (decrease)		53,588,935			(78,973,205	)
Net Assets
Beginning of period		639,569,775			718,542,980
End of period	$	693,158,710		$	639,569,775

See notes to consolidated financial statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2021

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB All Market Total Return Portfolio (the “Fund”). As part of the Fund’s investment strategy, the Fund seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund is the sole shareholder of the Subsidiary and it is intended that the Fund will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of August 31, 2021, net assets of the Fund were $693,158,710, of which $26,406,654, or approximately 4%, represented the Fund’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    103

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. Security Valuation

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

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

104    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2. Fair Value Measurements

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value

106    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2021:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Information Technology	$	92,133,251		$	19,144,973		$	– 0	–	$	111,278,224
Financials		49,471,907			19,746,078			– 0	–		69,217,985
Health Care		52,909,857			13,606,365			– 0	–		66,516,222
Consumer Discretionary		47,076,658			14,489,642			205,035			61,771,335
Industrials		33,881,752			14,668,074			– 0	–		48,549,826
Communication Services		29,654,159			4,308,164			– 0	–		33,962,323
Materials		13,035,153			6,301,155			0	(a)		19,336,308
Real Estate		13,871,542			2,975,818			– 0	–		16,847,360
Consumer Staples		9,746,227			6,075,950			191,708	(a)		16,013,885
Utilities		6,632,309			1,363,199			– 0	–		7,995,508
Energy		2,147,184			3,114,456			14,605	(a)		5,276,245
Corporates – Non-Investment Grade		– 0	–		36,252,278			22,354	(a)		36,274,632
Investment Companies		26,323,673			– 0	–		– 0	–		26,323,673
Emerging Markets – Sovereigns		– 0	–		11,279,596			– 0	–		11,279,596
Governments – Treasuries		– 0	–		9,688,317			– 0	–		9,688,317
Corporates – Investment Grade		– 0	–		8,878,639			– 0	–		8,878,639

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    107

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Investments in Securities:

Level 1

Level 2

Level 3

Total

Collateralized Mortgage Obligations

$

– 0

–

$

5,460,556

$

– 0

–

$

5,460,556

Bank Loans

– 0

–

3,830,496

733,138

4,563,634

Emerging Markets—Corporate Bonds

– 0

–

4,037,354

52

(a)

4,037,406

Collateralized Loan Obligations

– 0

–

2,095,206

– 0

–

2,095,206

Quasi-Sovereigns

– 0

–

1,652,329

– 0

–

1,652,329

Asset-Backed Securities

– 0

–

719,211

– 0

–

719,211

Preferred Stocks

125,600

– 0

–

137,385

262,985

Commercial Mortgage-Backed Securities

– 0

–

251,366

– 0

–

251,366

Governments—Sovereign Bonds

– 0

–

231,350

– 0

–

231,350

Warrants

11,614

– 0

–

27,624

(a)

39,238

Mortgage Pass-Throughs

– 0

–

106

– 0

–

106

Short-Term Investments

105,668,702

– 0

–

– 0

–

105,668,702

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

5,299,383

– 0

–

– 0

–

5,299,383

Total Investments in Securities

487,988,971

190,170,678

1,331,901

679,491,550

Other Financial Instruments(b):

Assets:

Futures

3,686,608

– 0

–

– 0

–

3,686,608

(c)

Forward Currency Exchange Contracts

– 0

–

1,884,884

– 0

–

1,884,884

Centrally Cleared Interest Rate Swaps

– 0

–

380,763

– 0

–

380,763

(c)

Inflation (CPI) Swaps

– 0

–

513,681

– 0

–

513,681

Centrally Cleared Credit Default Swaps

– 0

–

1,597,438

– 0

–

1,597,438

(c)

Credit Default Swaps

– 0

–

633,042

– 0

–

633,042

Total Return Swaps

– 0

–

2,767,580

– 0

–

2,767,580

Variance Swaps

– 0

–

1,134,942

– 0

–

1,134,942

Liabilities:

Futures

(4,807,482

)

– 0

–

– 0

–

(4,807,482

)(c)

Forward Currency Exchange Contracts

– 0

–

(964,569

)

– 0

–

(964,569

)

Centrally Cleared Interest Rate Swaps

– 0

–

(90,298

)

– 0

–

(90,298

)(c)

Centrally Cleared Credit Default Swaps

– 0

–

(1,569,229

)

– 0

–

(1,569,229

)(c)

Credit Default Swaps

– 0

–

(3,074,278

)

– 0

–

(3,074,278

)

Total Return Swaps

– 0

–

(3,100,693

)

– 0

–

(3,100,693

)

Variance Swaps

– 0

–

(615,660

)

– 0

–

(615,660

)

Total

$

486,868,097

$

189,668,281

$

1,331,901

$

677,868,279

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

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

108    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

3. Currency Translation

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

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

4. Taxes

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

110    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $202,605 for the year ended August 31, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $7,248 from the sale of Class A shares and received $640 and $917 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended August 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended August 31, 2021, such waiver amounted to $87,685.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions in AB mutual funds for the year ended August 31, 2021 is as follows:

Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 8/31/21 (000)		Dividend Income (000)
Government Money Market Portfolio	$	110,385	$	376,596	$	381,312	$	105,669	$	26
Government Money Market Portfolio*		7,426		139,058		141,185		5,299		2
Total							$	110,968	$	28

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

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

NOTE C

Distribution Plan

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

112    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	596,653,094	$	628,374,281
U.S. government securities		5,411,731		5,934,177

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	602,873,202
Gross unrealized appreciation	$	114,089,342
Gross unrealized depreciation		(25,986,982	)
Net unrealized appreciation	$	88,102,360

1. Derivative Financial Instruments

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

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

• Futures

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    113

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

During the year ended August 31, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

114    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended August 31, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    115

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

During the year ended August 31, 2021, the Fund held written options for hedging and non-hedging purposes.

During the year ended August 31, 2021, the Fund held purchased swaptions for hedging and non-hedging purposes.

• Swaps

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

116    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the consolidated statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the consolidated statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the consolidated statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the consolidated statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the consolidated statement of operations.

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    117

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Interest Rate Swaps:

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

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

During the year ended August 31, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

118    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During the year ended August 31, 2021, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    119

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended August 31, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the year ended August 31, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

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

During the year ended August 31, 2021, the Fund held variance swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial

120    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

During the year ended August 31, 2021, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Consolidated Statement of Assets and Liabilities Location	Fair Value			Consolidated Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	2,509,452	*	Receivable/Payable for variation margin on futures	$	370,049	*
Equity contracts	Receivable/Payable for variation margin on futures		1,177,156	*	Receivable/Payable for variation margin on futures		4,437,433	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		442,630	*	Receivable/Payable for variation margin on centrally cleared swaps		260,742	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		380,754	*	Receivable/Payable for variation margin on centrally cleared swaps		90,293	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		1,884,884		Unrealized depreciation on forward currency exchange contracts		964,569

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    121

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Asset Derivatives			Liability Derivatives
Derivative Type	Consolidated Statement of Assets and Liabilities Location	Fair Value		Consolidated Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Unrealized appreciation on inflation swaps	$	513,681
Credit contracts	Market value on credit default swaps		633,042	Market value on credit default swaps	$	3,074,278
Interest rate contracts				Unrealized depreciation on total return swaps		63,413
Credit contracts	Unrealized appreciation on total return swaps		10,014
Commodity contracts	Unrealized appreciation on total return swaps		1,552,080
Equity contracts	Unrealized appreciation on total return swaps		1,205,486	Unrealized depreciation on total return swaps		3,037,280
Foreign currency contracts	Unrealized appreciation on variance swaps		147,564	Unrealized depreciation on variance swaps		228,480
Equity contracts	Unrealized appreciation on variance swaps		987,378	Unrealized depreciation on variance swaps		387,180
Total		$	11,444,121		$	12,913,717

* Only variation margin receivable/payable at period end is reported within the consolidated statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the consolidated portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Consolidated Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(6,912,969	)	$	1,590,579

122    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Derivative Type	Location of Gain or (Loss) on Derivatives Within Consolidated Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	33,515,462		$	(9,880,300	)
Commodity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(2,623,546	)		– 0	–
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		1,752,534			1,344,202
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		1,722			(2,467	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		4,597,413			975,103
Commodity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		20,013,693			(4,849,350	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(47,348	)		(71,143	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		4,543,316			(2,298,731	)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Derivative Type	Location of Gain or (Loss) on Derivatives Within Consolidated Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(22,096,120	)	$	1,473,624
Total		$	32,744,157		$	(11,718,483	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended August 31, 2021:

Futures:
Average notional amount of buy contracts	$	511,165,297
Average notional amount of sale contracts	$	180,860,933
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	157,500,675
Average principal amount of sale contracts	$	196,952,289
Purchased Swaptions:
Average notional amount	$	584,400	(a)
Options Written:
Average notional amount	$	1,722,000	(b)
Inflation Swaps:
Average notional amount	$	12,708,000	(c)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	84,624,130
Credit Default Swaps:
Average notional amount of buy contracts	$	1,806,800
Average notional amount of sale contracts	$	9,099,189
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,014,098	(d)
Average notional amount of sale contracts	$	82,030,242
Total Return Swaps:
Average notional amount	$	341,164,798
Variance Swaps:
Average notional amount	$	8,601,946

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

(b) Positions were open for one month during the year.

(c) Positions were open for nine months during the year.

(d) Positions were open for eleven months during the year.

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

124    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of August 31, 2021. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

AB All Market Total Return Portfolio

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	223,388	$	(121,762	)	$	– 0	–	$	– 0	–	$	101,626
Barclays Bank PLC		319,958		(151,113	)		– 0	–		– 0	–		168,845
BNP Paribas SA		16,130		– 0	–		– 0	–		– 0	–		16,130
Citibank, NA/Citigroup Global Markets, Inc		1,379,717		(805,368	)		(574,349	)		– 0	–		– 0	–
Credit Suisse International		25,492		(25,492	)		– 0	–		– 0	–		– 0	–
Deutsche Bank AG		54,806		(54,806	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/Goldman Sachs International		1,045,585		(874,966	)		– 0	–		– 0	–		170,619
JPMorgan Chase Bank, NA/JPMorgan Securities, LLC		1,328,778		(1,263,385	)		(65,393	)		– 0	–		– 0	–
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		504,577		(504,577	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		204,591		(1,009	)		– 0	–		– 0	–		203,582
Standard Chartered Bank		186,706		(80,869	)		– 0	–		– 0	–		105,837
State Street Bank & Trust Co.		64,710		(64,710	)		– 0	–		– 0	–		– 0	–
UBS AG		27,611		(27,611	)		– 0	–		– 0	–		– 0	–
Total	$	5,382,049	$	(3,975,668	)	$	(639,742	)	$	– 0	–	$	766,639	^

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	121,762	$	(121,762	)	$	– 0	–	$	– 0	–	$	– 0	–
Barclays Bank PLC		151,113		(151,113	)		– 0	–		– 0	–		– 0	–
Citibank, NA/Citigroup Global Markets, Inc		805,368		(805,368	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		1,252,384		(25,492	)		(330,000	)		(759,041	)		137,851
Deutsche Bank AG		1,141,399		(54,806	)		(610,000	)		(476,593	)		– 0	–
Goldman Sachs Bank USA/Goldman Sachs International		874,966		(874,966	)		– 0	–		– 0	–		– 0	–
JPMorgan Chase Bank, NA		1,263,385		(1,263,385	)		– 0	–		– 0	–		– 0	–
Morgan Stanley & Co. International PLC/Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		1,446,371		(504,577	)		(480,000	)		(461,794	)		– 0	–
Natwest Markets PLC		1,009		(1,009	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		80,869		(80,869	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		122,085		(64,710	)		– 0	–		– 0	–		57,375
UBS AG		494,489		(27,611	)		(54,000	)		(349,873	)		63,005
Total	$	7,755,200	$	(3,975,668	)	$	(1,474,000	)	$	(2,047,301	)	$	258,231	^

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

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

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

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Morgan Stanley Capital Services LLC	$	1,552,080	$	– 0	–	$	(1,552,080	)	$	– 0	–	$	– 0	–
Total	$	1,552,080	$	– 0	–	$	(1,552,080	)	$	– 0	–	$	0	^

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

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

126    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Currency Transactions

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

NOTE E

Securities Lending

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    127

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

A summary of the Fund’s transactions surrounding securities lending for the year ended August 31, 2021 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of  Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	12,048,607	$	5,299,383	$	7,297,013	$	118,214	$	1,744	$	950

* As of August 31, 2021.

128    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

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

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class A
Shares sold		493,414			622,360		$	8,213,843		$	9,358,148
Shares issued in reinvestment of dividends and distributions		877,313			967,561			13,940,496			15,229,411
Shares converted from Class B		– 0	–		283,623			– 0	–		4,520,626
Shares converted from Class C		801,989			630,784			13,457,470			9,440,569
Shares redeemed		(4,187,417	)		(5,154,462	)		(68,953,969	)		(76,766,552	)
Net decrease		(2,014,701	)		(2,650,134	)	$	(33,342,160	)	$	(38,217,798	)
Class B
Shares sold		– 0	–		4,704		$	– 0	–	$	73,542
Shares converted to Class A		– 0	–		(285,587	)		– 0	–		(4,520,626	)
Shares redeemed		– 0	–		(5,416	)		– 0	–		(85,024	)
Net decrease		– 0	–		(286,299	)	$	– 0	–	$	(4,532,108	)
Class C
Shares sold		49,854			90,051		$	817,361		$	1,347,759
Shares issued in reinvestment of dividends and distributions		22,012			38,020			347,117			592,745
Shares converted to Class A		(811,867	)		(639,837	)		(13,457,470	)		(9,440,569	)
Shares redeemed		(195,215	)		(410,112	)		(3,160,401	)		(5,953,201	)
Net decrease		(935,216	)		(921,878	)	$	(15,453,393	)	$	(13,453,266	)
Advisor Class
Shares sold		573,061			716,344		$	9,485,036		$	10,900,093
Shares issued in reinvestment of dividends and distributions		124,470			136,144			1,996,503			2,161,969
Shares redeemed		(959,669	)		(1,256,049	)		(16,051,284	)		(18,567,221	)
Net decrease		(262,138	)		(403,561	)	$	(4,569,745	)	$	(5,505,159	)

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    129

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class R
Shares sold		29,117			21,684		$	471,783		$	323,497
Shares issued in reinvestment of dividends and distributions		5,306			5,318			83,732			83,171
Shares redeemed		(34,963	)		(91,412	)		(575,829	)		(1,393,994	)
Net decrease		(540	)		(64,410	)	$	(20,314	)	$	(987,326	)
Class K
Shares sold		37,889			67,213		$	621,966		$	1,005,825
Shares issued in reinvestment of dividends and distributions		13,017			18,900			206,194			296,349
Shares redeemed		(108,851	)		(265,800	)		(1,825,454	)		(4,049,331	)
Net decrease		(57,945	)		(179,687	)	$	(997,294	)	$	(2,747,157	)
Class I
Shares sold		651			918		$	11,200		$	14,197
Shares issued in reinvestment of dividends and distributions		440			409			7,135			6,558
Shares redeemed		(72	)		(66	)		(1,219	)		(1,030	)
Net increase		1,019			1,261		$	17,116		$	19,725

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

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

Allocation Risk—The allocation of investments among different investment styles, such as equity or debt, growth or value, U.S. or non-U.S. securities, or diversification strategies, may have a more significant effect

130    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

on the Fund’s net asset value, or NAV, when one of these investments is performing more poorly than another.

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

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

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

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

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    131

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

Subsidiary Risk—By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary. The derivatives and

132    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    133

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the consolidated statement of operations. The Fund did not utilize the Facility during the year ended August 31, 2021.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:

	2021			2020
Distributions paid from:
Ordinary income	$	18,699,490		$	16,217,686
Net long-term capital gains		– 0	–		4,294,042
Total taxable distributions paid	$	18,699,490		$	20,511,728

134    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of August 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	59,145,875	(a)
Other losses		(7,479,031	)(b)
Unrealized appreciation/(depreciation)		88,237,657	(c)
Total accumulated earnings/(deficit)	$	139,904,501	(d)

(a) During the fiscal year, the Fund utilized $28,531,043 of capital loss carry forwards to offset current year net realized gains.

(b) As of August 31, 2021, the Fund had a qualified late-year ordinary loss deferral of $6,548,878. As of August 31, 2021, the cumulative deferred loss on straddles was $930,153.

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

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2021, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to book/tax differences associated with the treatment of earnings from the Subsidiary resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

NOTE K

Subsequent Events

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    135

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.44			$  15.65			$  14.78			$  14.71			$  13.85
Income From Investment Operations
Net investment income(a)(b)		.16			.19			.21			.20			.44
Net realized and unrealized gain on investment transactions		3.03			.07	(c)		.66			.05			.85
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.19			.26			.87			.25			1.29
Less: Dividends and Distributions
Dividends from net investment income		(.47	)		(.34	)		– 0	–		(.18	)		(.43	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.47	)		(.47	)		– 0	–		(.18	)		(.43	)
Net asset value, end of period		$  18.16			$  15.44			$  15.65			$  14.78			$  14.71
Total Return
Total investment return based on net asset value(e)*		21.16	%		1.44	%		5.88	%		1.79	%		9.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$586,995			$530,168			$578,919			$620,635			$688,485
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.03	%		1.03	%		.96	%		.84	%		.83	%
Expenses, before waivers/reimbursements(f)‡		1.05	%		1.04	%		1.03	%		1.03	%		.97	%
Net investment income(b)		.99	%		1.23	%		1.45	%		1.38	%		3.14	%
Portfolio turnover rate		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

136    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.20			$  15.38			$  14.64			$  14.53			$  13.68
Income From Investment Operations
Net investment income (loss)(a)(b)		(.10	)		.08			.10			.09			.38
Net realized and unrealized gain on investment transactions		3.13			.05	(c)		.64			.06			.79
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.03			.13			.74			.15			1.17
Less: Dividends and Distributions
Dividends from net investment income		(.31	)		(.18	)		– 0	–		(.04	)		(.32	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.31	)		(.31	)		– 0	–		(.04	)		(.32	)
Net asset value, end of period		$  17.92			$  15.20			$  15.38			$  14.64			$  14.53
Total Return
Total investment return based on net asset value(e)*		20.33	%		.67	%		5.05	%		1.01	%		8.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,537			$23,156			$37,609			$61,466			$102,696
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.78	%		1.79	%		1.71	%		1.58	%		1.59	%
Expenses, before waivers/reimbursements(f)‡		1.80	%		1.80	%		1.78	%		1.78	%		1.71	%
Net investment income (loss)(b)		(.61	)%		.52	%		.71	%		.63	%		2.73	%
Portfolio turnover rate		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

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

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.60			$  15.81			$  14.90			$  14.80			$  13.93
Income From Investment Operations
Net investment income(a)(b)		.20			.23			.25			.24			.48
Net realized and unrealized gain on investment transactions		3.06			.07	(c)		.66			.07			.86
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.26			.30			.91			.31			1.34
Less: Dividends and Distributions
Dividends from net investment income		(.51	)		(.38	)		– 0	–		(.21	)		(.47	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.51	)		(.51	)		– 0	–		(.21	)		(.47	)
Net asset value, end of period		$  18.35			$  15.60			$  15.81			$  14.90			$  14.80
Total Return
Total investment return based on net asset value(e)*		21.43	%		1.68	%		6.17	%		2.02	%		9.99	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$84,018			$75,493			$82,885			$82,258			$90,911
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		.78	%		.78	%		.71	%		.59	%		.59	%
Expenses, before waivers/reimbursements(f)‡		.79	%		.79	%		.78	%		.78	%		.72	%
Net investment income(b)		1.22	%		1.48	%		1.70	%		1.63	%		3.40	%
Portfolio turnover rate		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

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

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.29			$  15.48			$  14.69			$  14.63			$  13.77
Income From Investment Operations
Net investment income(a)(b)		.09			.13			.15			.14			.38
Net realized and unrealized gain on investment transactions		3.00			.06	(c)		.64			.06			.85
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.09			.19			.79			.20			1.23
Less: Dividends and Distributions
Dividends from net investment income		(.41	)		(.25	)		– 0	–		(.14	)		(.37	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.41	)		(.38	)		– 0	–		(.14	)		(.37	)
Net asset value, end of period		$  17.97			$  15.29			$  15.48			$  14.69			$  14.63
Total Return
Total investment return based on net asset value(e)*		20.66	%		1.05	%		5.45	%		1.34	%		9.17	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,618			$3,087			$4,124			$4,414			$6,196
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.45	%		1.44	%		1.38	%		1.25	%		1.25	%
Expenses, before waivers/reimbursements(f)‡		1.47	%		1.45	%		1.44	%		1.44	%		1.38	%
Net investment income(b)		.57	%		.86	%		1.04	%		.97	%		2.69	%
Portfolio turnover rate		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    139

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.37			$  15.58			$  14.73			$  14.66			$  13.80
Income From Investment Operations
Net investment income(a)(b)		.13			.17			.20			.19			.41
Net realized and unrealized gain on investment transactions		3.02			.07	(c)		.65			.06			.86
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.15			.24			.85			.25			1.27
Less: Dividends and Distributions
Dividends from net investment income		(.44	)		(.32	)		– 0	–		(.18	)		(.41	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.44	)		(.45	)		– 0	–		(.18	)		(.41	)
Net asset value, end of period		$  18.08			$  15.37			$  15.58			$  14.73			$  14.66
Total Return
Total investment return based on net asset value(e)*		21.01	%		1.35	%		5.84	%		1.60	%		9.56	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7,653			$7,395			$10,298			$15,032			$23,344
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		1.14	%		1.13	%		1.06	%		.94	%		.94	%
Expenses, before waivers/reimbursements(f)‡		1.16	%		1.14	%		1.13	%		1.13	%		1.07	%
Net investment income(b)		.77	%		1.15	%		1.36	%		1.28	%		2.95	%
Portfolio turnover rate		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

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

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  15.76			$  15.97			$  15.05			$  14.76			$  13.89
Income From Investment Operations
Net investment income(a)(b)		.22			.22			.25			.24			.47
Net realized and unrealized gain on investment transactions		3.07			.07	(c)		.67			.05			.87
Contributions from Affiliates		– 0	–		.00	(d)		.00	(d)		.00	(d)		– 0	–
Capital contributions		– 0	–		.00	(d)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		3.29			.29			.92			.29			1.34
Less: Dividends and Distributions
Dividends from net investment income		(.50	)		(.37	)		– 0	–		– 0	–		(.47	)
Distributions from net realized gain on investment transactions		– 0	–		(.13	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.50	)		(.50	)		– 0	–		– 0	–		(.47	)
Net asset value, end of period		$  18.55			$  15.76			$  15.97			$  15.05			$  14.76
Total Return
Total investment return based on net asset value(e)*		21.44	%		1.64	%		6.18	%		1.97	%		9.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$338			$271			$254			$230			$214
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)‡		.81	%		.80	%		.74	%		.62	%		.61	%
Expenses, before waivers/reimbursements(f)‡		.83	%		.82	%		.80	%		.81	%		.74	%
Net investment income(b)		1.31	%		1.44	%		1.68	%		1.60	%		3.33	%
Portfolio turnover rate.		117	%		76	%		81	%		38	%		108	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%		.02	%		.07	%		.20	%		.31	%

See footnote summary on page 142.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    141

CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)

(a) Based on average shares outstanding.

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

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

(d) Amount is less than $.005.

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

(f) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended August 31, 2021, August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .01%, .01%, .07%, .19% and .13%, respectively.

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

See notes to consolidated financial statements.

142    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB All Market Total Return Portfolio

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of AB All Market Total Return Portfolio (the “Fund”) (one of the series constituting The AB Portfolios (the “Company”)), including the consolidated portfolio of investments, as of August 31, 2021, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund (one of the series constituting The AB Portfolios) at August 31, 2021, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

October 28, 2021

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

2021 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended August 31, 2021. For individual shareholders, the Fund designates 37.22% of dividends paid as qualified dividend income. For corporate shareholders, 23.47% of dividends paid qualify for the dividends received deduction. For foreign shareholders, 9.42% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

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 2022.

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

BOARD OF TRUSTEES

TRUSTEES

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

Custodian and Accounting Agent State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc.
501 Commerce Street
Nashville, TN 37203 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
One Manhattan West New York, NY 10001

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

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

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

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Onur Erzan,# 45 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. Prior to joining the firm in January 2021, he spent 20 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr.,## Chairman of the Board 80 (2005)	Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 all 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 AB Funds since February 2014.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Jorge A. Bermudez,## 70 (2020)	Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		75	Moody’s Corporation since April 2011
Michael J. Downey,## 77 (2005)	Private Investor since prior to 2016. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 until January 2019. 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.		75	None

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    149

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Nancy P. Jacklin,## 73 (2006)	Private Investor since prior to 2016. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		75	None
Jeanette W. Loeb,## 69 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi- Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		75	Apollo Investment Corp. (business development company) since August 2011

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Carol C. McMullen,## 66 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Garry L. Moody,## 69 (2008)	Private Investor since prior to 2016. 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), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; 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 the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		75	None
Earl D. Weiner,## 82 (2007)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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		73	None
	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.

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

MANAGEMENT OF THE FUND (continued)

* The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 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. Erzan 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.

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    153

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 45	President and Chief Executive Officer	See biography above.
Alexander Barenboym 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016.
Daniel J. Loewy 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer and Head of Multi-Asset Solutions and Chief Investment Officer for Dynamic Asset Allocation.
Defne Ozaltun 30	Vice President	Senior Portfolio Analyst for the Adviser’s Multi-Asset Solutions team and Vice President of the Adviser**, with which she has been associated since prior to 2016.
Emilie D. Wrapp 65	Clerk	Senior Vice President, Assistant General Counsel and Assistant Clerk of ABI**, with which she has been associated since prior to 2016.
Michael B. Reyes 45	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2016.
Joseph J. Mantineo 62	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
Phyllis J. Clarke 60	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2016.
Vincent S. Noto 56	Chief Compliance Officer	Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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

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

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

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

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

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

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

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

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    155

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

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

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB All Market Total Return Portfolio (the “Fund”) at a meeting held by video conference on August 3-4, 2021 (the “Meeting”).

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

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    157

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2019 and 2020 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2020. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2019 was not unreasonable.

Fall-Out Benefits

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

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

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2021 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    159

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

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

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the

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

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

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    161

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio¹

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio¹

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

1 Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee^™ US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee^™ High Yield Portfolio.

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

NOTES

abfunds.com AB ALL MARKET TOTAL RETURN PORTFOLIO    ^|    163

NOTES

164    |    AB ALL MARKET TOTAL RETURN PORTFOLIO abfunds.com

AB ALL MARKET TOTAL RETURN PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

AMTR-0151-0821                

AUG    ^08.31.21

ANNUAL REPORT

AB CONSERVATIVE WEALTH STRATEGY

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

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

⁺  Applying differentiated investment insights through a connected global research network

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

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

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

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

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    1

ANNUAL REPORT

October 8, 2021

This report provides management’s discussion of fund performance for the AB Conservative Wealth Strategy for the annual reporting period ended August 31, 2021.

At a meeting held on August 3-4, 2021, the Fund’s Board of Trustees (the “Board”) approved various changes to the Fund, including changing the Fund’s name to “AB Sustainable Thematic Balanced Portfolio” and changes to the Fund’s principal investment strategies. These changes will be effective on or about December 1, 2021.

The changes to the Fund’s investment strategies include:

• Increased allocation to equities. The revised Fund will have a target allocation of 60% equities and 40% fixed income. Under its current principal investment strategies, the Fund typically has greater exposure to fixed-income securities than equity securities.

• Use of sustainable thematic approach for equity component. The revised Fund’s equity investments will primarily consist of US companies whose business activities the Adviser believes position the issuer to benefit from certain environmentally or socially oriented sustainable investment themes that are broadly consistent with the United Nations Sustainable Development Goals.

• Increased use of US government securities for fixed-income component. Currently, the Fund invests in corporate and sovereign debt securities as well as interest-rate and credit derivatives, and gains exposure to high-yield debt securities through investments in AB High Income Fund. Following the changes, the Fund’s fixed-income allocation will consist primarily of US government securities.

• Focus on US investments. The Fund currently follows a global strategy in both its equity and fixed-income allocations. As noted above, the revised Fund will follow a US focused equity investment approach, and its fixed-income allocation will consist primarily of US government securities.

• No alternative investments or Dynamic Asset Allocation (“DAA”) approach. The Fund’s current principal strategies state that it may invest in alternative investments such as real estate-related securities and inflation-indexed securities. Under the revised strategies, these investments will no longer be a significant part of the Fund’s holdings. In addition, the Fund will no longer allocate a portion of its assets to AB All Market Real Return Portfolio or adjust the Fund’s exposure using the Adviser’s DAA approach.

2    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

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

NAV RETURNS AS OF AUGUST 31, 2021 (unaudited)

	6 Months		12 Months
AB CONSERVATIVE WEALTH STRATEGY
Class A Shares		8.58%		15.54%
Class C Shares		8.18%		14.64%
Advisor Class Shares1		8.69%		15.82%
Class R Shares1		8.33%		15.05%
Class K Shares1		8.48%		15.44%
Class I Shares1		8.67%		15.81%
Primary Benchmark: Bloomberg Global Aggregate Bond Index (USD hedged)		1.62%		0.76%
MSCI ACWI (net)		13.80%		28.64%

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg Global Aggregate Bond Index (USD hedged), and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for the six- and 12-month periods ended August 31, 2021.

All share classes of the Fund outperformed the primary benchmark, but underperformed the MSCI ACWI (net) for the 12-month period, before sales charges. Overall asset-class allocation contributed to absolute performance, led by allocation to equities. Security selection within diversifiers contributed most. Selection within equities also contributed, while selection within fixed income detracted. Diversifiers include alternative asset classes and alternative investment strategies that are expected to have low correlation with returns on equities and fixed-income securities. These investments can include commodities and related derivatives, real estate-related securities and inflation-linked securities.

During the six-month period, all share classes of the Fund outperformed the primary benchmark, but underperformed the MSCI ACWI (net), before sales charges. Asset-class allocation to equities and diversifiers was positive, while allocation to fixed income was negative. Security selection within diversifiers and fixed-income assets contributed to performance, while selection within equities detracted.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    3

The Fund utilized derivatives for hedging and investment purposes in the form of futures and total return swaps, which detracted from absolute performance for both periods, while currency forwards, written swaptions and inflation Consumer Price Index swaps contributed; variance swaps and credit default swaps detracted for the six-month period, but added for the 12-month period; interest rate swaps added for the six-month period, but detracted for the 12-month period; written options added for the 12-month period. The Fund utilizes a range of cash securities and derivatives to efficiently gain exposures to desired investments. Derivatives are excluded from the calculation of the Fund’s turnover rate of 120% whereas transactions in cash securities are included. The Fund’s turnover rate might have been different if the Fund had not utilized derivatives.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities recorded strong double-digit returns for the 12-month period ended August 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased in the middle of the period as the rapid economic recovery triggered inflationary fears and prompted intervals of style rotation as growth- and value-oriented shares traded leadership. Global monetary policy remained dovish and markets were calmed after the US Federal Reserve (the “Fed”) and key central banks emphasized the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely. At the end of the period, market sentiment fluctuated under the overhang of rapidly rising coronavirus delta variant cases and the fear of sudden tapering of asset purchases by the Fed. Global markets were reassured after Fed Chair Jerome Powell reaffirmed previous comments regarding the possible timing of tapering and rate hikes. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and despite intervals of market rotation, value-style stocks outperformed their growth-style peers.

Fixed-income market returns were mixed as longer-term treasury yields diverged according to region, with government bonds in Canada, the US and the UK falling, while government bonds in the eurozone, Japan and Australia advanced. Low interest rates also set the stage for a sharp rebound in risk assets. Emerging- and developed-market high-yield corporate bonds and high-yield emerging-market sovereign bonds led significant gains as investors searched for higher yields. Emerging- and developed-market investment-grade corporate bonds also advanced. Investment-grade bonds in the eurozone outperformed the US as yields fell in the eurozone in tandem with government bond yields. Emerging-market local-currency bonds gained, as the US dollar fell against the majority of developed- and emerging-market currencies. Securitized assets outperformed US Treasuries, particularly among commercial mortgage-backed securities. Brent crude and copper prices rose sharply as the global economy continued to recover from the pandemic.

4    ^{|    AB CONSERVATIVE WEALTH STRATEGY} abfunds.com

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

INVESTMENT POLICIES

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

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

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

The Fund may invest in alternative investments, the returns on which are expected to have low correlation with returns on equity and fixed-income securities, such as real estate-related securities and inflation-indexed securities. Alternative investment strategies that may be

(continued on next page)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    5

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

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

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

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

6    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

DISCLOSURES AND RISKS

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

High-Yield Debt Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    7

DISCLOSURES AND RISKS (continued)

higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

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

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

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

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

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

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

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

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both

8    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

DISCLOSURES AND RISKS (continued)

their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

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

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

An Important Note About Historical Performance

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    9

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

8/31/2011 TO 8/31/2021

This chart illustrates the total value of an assumed $10,000 investment in AB Conservative Wealth Strategy Class A shares (from 8/31/2011 to 8/31/2021) as compared to the performance of the Fund’s benchmarks. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

10    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		15.54%		10.62%
5 Years		5.85%		4.94%
10 Years		4.83%		4.37%
CLASS C SHARES
1 Year		14.64%		13.64%
5 Years		5.05%		5.05%
10 Years1		4.06%		4.06%
ADVISOR CLASS SHARES2
1 Year		15.82%		15.82%
5 Years		6.12%		6.12%
10 Years		5.11%		5.11%
CLASS R SHARES2
1 Year		15.05%		15.05%
5 Years		5.41%		5.41%
10 Years		4.41%		4.41%
CLASS K SHARES2
1 Year		15.44%		15.44%
5 Years		5.74%		5.74%
10 Years		4.74%		4.74%
CLASS I SHARES2
1 Year		15.81%		15.81%
5 Years		6.08%		6.08%
10 Years		5.08%		5.08%

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

(footnotes continued on next page)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    11

HISTORICAL PERFORMANCE (continued)

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

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

12    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		8.84%
5 Years		4.26%
10 Years		4.47%
CLASS C SHARES
1 Year		11.77%
5 Years		4.36%
10 Years1		4.15%
ADVISOR CLASS SHARES2
1 Year		13.94%
5 Years		5.43%
10 Years		5.21%
CLASS R SHARES2
1 Year		13.26%
5 Years		4.74%
10 Years		4.52%
CLASS K SHARES2
1 Year		13.57%
5 Years		5.07%
10 Years		4.84%
CLASS I SHARES2
1 Year		13.95%
5 Years		5.40%
10 Years		5.18%

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    13

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

14    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

EXPENSE EXAMPLE (continued)

	Beginning Account Value March 1, 2021		Ending Account Value August 31, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,085.80	$	6.89		1.31	%	$	7.57		1.44	%
Hypothetical**	$	1,000	$	1,018.60	$	6.67		1.31	%	$	7.32		1.44	%
Class C
Actual	$	1,000	$	1,081.80	$	10.70		2.04	%	$	11.39		2.17	%
Hypothetical**	$	1,000	$	1,014.92	$	10.36		2.04	%	$	11.02		2.17	%
Advisor Class
Actual	$	1,000	$	1,086.90	$	5.58		1.06	%	$	6.26		1.19	%
Hypothetical**	$	1,000	$	1,019.86	$	5.40		1.06	%	$	6.06		1.19	%
Class R
Actual	$	1,000	$	1,083.30	$	8.98		1.71	%	$	9.66		1.84	%
Hypothetical**	$	1,000	$	1,016.59	$	8.69		1.71	%	$	9.35		1.84	%
Class K
Actual	$	1,000	$	1,084.80	$	7.46		1.42	%	$	8.14		1.55	%
Hypothetical**	$	1,000	$	1,018.05	$	7.22		1.42	%	$	7.88		1.55	%
Class I
Actual	$	1,000	$	1,086.70	$	5.73		1.09	%	$	6.42		1.22	%
Hypothetical**	$	1,000	$	1,019.71	$	5.55		1.09	%	$	6.21		1.22	%

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

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    15

PORTFOLIO SUMMARY

August 31, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $157.9

1 All data are as of August 31, 2021. The Fund’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” represents 0.3% or less weightings in the following security types: Covered Bonds, Governments–Sovereign Agencies and Local Governments–Regional Bonds.

16    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS

August 31, 2021

Company	Shares		U.S. $ Value
COMMON STOCKS – 48.5%
Information Technology – 11.8%
Electronic Equipment, Instruments & Components – 1.8%
Amphenol Corp. – Class A		11,572	$	886,762
Arrow Electronics, Inc.(a)		846		102,552
Avnet, Inc.		2,350		95,081
CDW Corp./DE		4,910		984,995
Coherent, Inc.(a)		1,960		495,233
IPG Photonics Corp.(a)		470		80,220
Kingboard Holdings Ltd.		11,500		56,545
Kingboard Laminates Holdings Ltd.		12,500		24,581
Synnex Technology International Corp.		40,000		77,587
WPG Holdings Ltd.		44,000		76,752
				2,880,308
IT Services – 2.7%
Akamai Technologies, Inc.(a)		1,294		146,546
Automatic Data Processing, Inc.		3,600		752,544
Booz Allen Hamilton Holding Corp.		2,325		190,441
Broadridge Financial Solutions, Inc.		400		68,888
Capgemini SE		725		162,971
Cognizant Technology Solutions Corp. – Class A		7,106		542,258
EPAM Systems, Inc.(a)		202		127,828
Fidelity National Information Services, Inc.		677		86,500
Gartner, Inc.(a)		180		55,573
Genpact Ltd.		1,211		62,827
Mastercard, Inc. – Class A		3,842		1,330,215
Nomura Research Institute Ltd.		1,500		56,251
Paychex, Inc.		2,067		236,609
Visa, Inc. – Class A		1,532		350,982
Western Union Co. (The) – Class W		3,627		78,488
				4,248,921
Semiconductors & Semiconductor Equipment – 1.6%
Analog Devices, Inc.		1		160
Applied Materials, Inc.		2,473		334,176
ASE Technology Holding Co., Ltd.		23,000		105,914
Broadcom, Inc.		216		107,397
Dialog Semiconductor PLC(a)		5,886		467,852
Flat Glass Group Co., Ltd.		2,100		19,066
Globalwafers Co., Ltd.		2,000		62,500
Infineon Technologies AG		2,445		104,103
KLA Corp.		179		60,853
Magnachip Semiconductor Corp.(a)		3,770		68,803
MediaTek, Inc.		2,000		64,854
Micron Technology, Inc.(a)		1,230		90,651

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Novatek Microelectronics Corp.		6,000	$	96,826
NVIDIA Corp.		200		44,770
Phison Electronics Corp.		4,000		61,304
QUALCOMM, Inc.		776		113,831
Realtek Semiconductor Corp.		3,000		59,792
Taiwan Semiconductor Manufacturing Co., Ltd.		3,000		65,806
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		1,113		132,458
Texas Instruments, Inc.		859		163,992
Xilinx, Inc.		1,579		245,677
				2,470,785
Software – 4.7%
Adobe, Inc.(a)		270		179,199
Bentley Systems, Inc.		1,550		99,960
Cadence Design Systems, Inc.(a)		650		106,262
Citrix Systems, Inc.		697		71,700
Cloudera, Inc.(a)		14,099		224,597
Constellation Software, Inc./Canada		109		184,728
Cornerstone OnDemand, Inc.(a)		1,371		78,558
Crowdstrike Holdings, Inc. – Class A(a)		410		115,210
Dropbox, Inc. – Class A(a)		3,002		95,193
Fair Isaac Corp.(a)		140		64,364
Five9, Inc.(a)		2,630		416,145
Fortinet, Inc.(a)		400		126,056
Medallia, Inc.(a)		3,551		119,917
Microsoft Corp.		11,557		3,488,828
NortonLifeLock, Inc.		8,091		214,924
Nuance Communications, Inc.(a)		8,564		471,448
Oracle Corp.		3,019		269,083
Oracle Corp./Japan		1,600		131,304
Proofpoint, Inc.(a)		1,394		245,205
QAD, Inc.		289		25,146
SAP SE		3,023		454,085
Trend Micro, Inc./Japan		2,070		113,393
VMware, Inc. – Class A(a)		1,350		200,974
				7,496,279
Technology Hardware, Storage & Peripherals – 1.0%
Apple, Inc.		5,301		804,851
Logitech International SA(b)		731		74,847
NetApp, Inc.		1,240		110,273
Samsung Electronics Co., Ltd.		7,979		526,759
Samsung Electronics Co., Ltd. (Preference Shares)		153		9,328
				1,526,058
				18,622,351

18    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Financials – 7.2%
Banks – 2.1%
ABN AMRO Bank NV (GDR)(a)(b)(c)		9,053	$	126,124
Atlantic Capital Bancshares, Inc.(a)		4,532		109,810
Banco Bilbao Vizcaya Argentaria SA(a)		17,590		115,126
Bank Leumi Le-Israel BM		13,080		108,057
Bank of America Corp.		1,446		60,371
Bank of Communications Co., Ltd. – Class H		64,000		36,755
Cadence BanCorp		10,471		225,231
China CITIC Bank Corp., Ltd. – Class H		147,000		67,580
CIT Group, Inc.		9,559		529,760
Citigroup, Inc.		290		20,854
DBS Group Holdings Ltd.		4,900		108,648
Industrial Bank Co., Ltd. – Class A		1,400		4,005
Investors Bancorp, Inc.		10,088		144,359
JPMorgan Chase & Co.		1,258		201,217
Jyske Bank A/S(a)		2,965		129,434
KBC Group NV		712		59,836
Mebuki Financial Group, Inc.		37,700		84,252
Mitsubishi UFJ Financial Group, Inc.		10,400		56,425
National Bank of Canada		1,390		110,327
Oversea-Chinese Banking Corp. Ltd.		15,500		131,168
People’s United Financial, Inc.		12,380		203,403
Reliant Bancorp, Inc.		1,831		53,099
Royal Bank of Canada		1,970		202,364
Sberbank of Russia PJSC (Sponsored ADR)		6,279		112,206
Societe Generale SA		3,655		115,038
Toronto-Dominion Bank (The)		1,724		111,954
US Bancorp		1,144		65,654
				3,293,057
Capital Markets – 2.6%
BlackRock, Inc. – Class A		273		257,518
Charles Schwab Corp. (The)		14,685		1,069,802
CME Group, Inc. – Class A		1,244		250,940
Credit Suisse Group AG		21,292		225,557
Euronext NV(c)		977		113,376
Franklin Resources, Inc.		2,760		89,534
Goldman Sachs Group, Inc. (The)		950		392,834
Invesco Ltd.		3,400		86,088
Julius Baer Group Ltd.		5,308		362,290
Korea Investment Holdings Co., Ltd.		210		17,197
London Stock Exchange Group PLC		1,169		128,057
Moody’s Corp.		976		371,632
Partners Group Holding AG		94		166,662
Raymond James Financial, Inc.		440		61,556
S&P Global, Inc.		451		200,163

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Singapore Exchange Ltd.		16,000	$	117,437
T. Rowe Price Group, Inc.		606		135,665
				4,046,308
Consumer Finance – 0.3%
Ally Financial, Inc.		1,980		104,742
American Express Co.		2,239		371,585
				476,327
Diversified Financial Services – 0.7%
Berkshire Hathaway, Inc. – Class B(a)		48		13,717
Far East Horizon Ltd.(b)		93,000		105,705
Groupe Bruxelles Lambert SA		1,136		130,147
IHS Markit Ltd.		4,330		522,198
Industrivarden AB		2,440		89,835
Investor AB		3,280		78,453
Kinnevik AB(a)		2,255		88,353
Voya Financial, Inc.		1,470		95,521
				1,123,929
Insurance – 1.0%
Allianz SE		208		48,830
American National Group, Inc.		439		84,507
Athene Holding Ltd. – Class A(a)		7,064		473,076
Aviva PLC		17,340		96,378
Japan Post Insurance Co., Ltd.		1,700		30,872
Lincoln National Corp.		890		61,098
Manulife Financial Corp.		4,387		85,435
Marsh & McLennan Cos., Inc.		420		66,024
MetLife, Inc.		1,555		96,410
PICC Property & Casualty Co., Ltd. – Class H		132,000		119,343
Progressive Corp. (The)		1,305		125,724
Prudential Financial, Inc.		970		102,704
Sampo Oyj – Class A		1,292		66,764
State Auto Financial Corp.		3,967		200,651
				1,657,816
Mortgage Real Estate Investment Trusts (REITs) – 0.1%
AGNC Investment Corp.		5,700		92,967
Thrifts & Mortgage Finance – 0.4%
Flagstar Bancorp, Inc.		10,478		518,242
Meridian Bancorp, Inc.		8,316		172,806
				691,048
				11,381,452
Consumer Discretionary – 7.1%
Auto Components – 0.6%
Aptiv PLC(a)		5,085		773,886

20    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
JTEKT Corp.		9,200	$	83,186
Veoneer, Inc.(a)(b)		4,444		159,095
				1,016,167
Automobiles – 0.3%
Daimler AG		1,300		109,661
Li Auto, Inc. (ADR)(a)(b)		2,620		80,853
NIO, Inc. (ADR)(a)		740		29,089
Tesla, Inc.(a)		64		47,086
Toyota Motor Corp.		2,110		183,767
Volkswagen AG		270		90,340
Yadea Group Holdings Ltd.(c)		3,800		6,762
				547,558
Distributors – 0.3%
Core-Mark Holding Co., Inc.		8,965		412,390
Diversified Consumer Services – 0.2%
Gaotu Techedu, Inc. (ADR)(a)		50		144
Service Corp. International/US		4,474		280,788
				280,932
Hotels, Restaurants & Leisure – 0.7%
Aramark		2,570		89,410
Aristocrat Leisure Ltd.		2,555		84,802
Chipotle Mexican Grill, Inc. – Class A(a)		57		108,490
Compass Group PLC(a)		8,341		172,325
Domino’s Pizza Enterprises Ltd.		1,140		130,276
Domino’s Pizza, Inc.		180		93,040
Galaxy Entertainment Group Ltd.(a)		35,600		228,253
Golden Nugget Online Gaming, Inc.(a)		4,616		99,706
Shenzhen Overseas Chinese Town Co., Ltd.		73,100		76,173
				1,082,475
Household Durables – 0.3%
Electrolux AB – Class B(b)		3,292		83,654
Garmin Ltd.		601		104,833
LG Electronics, Inc.		124		15,144
PulteGroup, Inc.		1,790		96,410
Sony Group Corp.		900		93,056
Whirlpool Corp.		410		90,827
				483,924
Internet & Direct Marketing Retail – 1.9%
Alibaba Group Holding Ltd.(a)		500		10,470
Alibaba Group Holding Ltd. (ADR)(a)		1,457		243,304
Amazon.com, Inc.(a)		606		2,103,299
HelloFresh SE(a)		1,044		112,718
Prosus NV(a)(b)		5,093		450,810

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    21

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Stamps.com, Inc.(a)		319	$	104,919
				3,025,520
Multiline Retail – 0.1%
Canadian Tire Corp., Ltd. – Class A(b)		610		92,831
Specialty Retail – 1.5%
AutoZone, Inc.(a)		147		227,725
Best Buy Co., Inc.		880		102,529
Chow Tai Fook Jewellery Group Ltd.(a)		12,400		25,085
GrandVision NV(a)(c)		11,065		370,393
Home Depot, Inc. (The)		483		157,545
Lowe’s Cos., Inc.		660		134,567
O’Reilly Automotive, Inc.(a)		149		88,518
Ross Stores, Inc.		802		94,957
Sportsman’s Warehouse Holdings, Inc.(a)		17,235		305,749
TJX Cos., Inc. (The)		10,929		794,757
Tractor Supply Co.		170		33,022
				2,334,847
Textiles, Apparel & Luxury Goods – 1.2%
ANTA Sports Products Ltd.		5,000		102,704
Bosideng International Holdings Ltd.(b)		126,000		102,862
Deckers Outdoor Corp.(a)		326		136,415
EssilorLuxottica SA		425		83,508
Kering SA		108		86,024
NIKE, Inc. – Class B		7,065		1,163,888
Pandora A/S		713		85,463
Swatch Group AG (The)		260		73,360
				1,834,224
				11,110,868
Health Care – 7.1%
Biotechnology – 0.6%
BeiGene Ltd. (Sponsored ADR)(a)		183		56,419
I-Mab (Sponsored ADR)(a)		670		47,516
Moderna, Inc.(a)		260		97,939
Translate Bio, Inc.(a)		12,421		464,546
Trillium Therapeutics, Inc.(a)		16,665		287,138
Zai Lab Ltd. (ADR)(a)		70		10,115
				963,673
Health Care Equipment & Supplies – 1.6%
Abbott Laboratories		9,552		1,207,087
Align Technology, Inc.(a)		160		113,440
Cooper Cos., Inc. (The)		190		85,635
Intersect ENT, Inc.(a)		9,319		253,570
Koninklijke Philips NV		7,076		326,084
Medtronic PLC		2,965		395,768

22    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Novocure Ltd.(a)		600	$	80,526
				2,462,110
Health Care Providers & Services – 1.2%
Anthem, Inc.		1,888		708,246
Guangzhou Kingmed Diagnostics Group Co., Ltd.		600		9,789
Henry Schein, Inc.(a)		1,511		114,216
Magellan Health, Inc.(a)		4,257		402,797
Molina Healthcare, Inc.(a)		397		106,702
Shanghai Pharmaceuticals Holding Co., Ltd. – Class H		42,600		84,511
Sinopharm Group Co., Ltd. – Class H		31,200		80,293
Triple-S Management Corp.(a)		1,747		62,018
UnitedHealth Group, Inc.		588		244,767
Universal Health Services, Inc. – Class B		660		102,802
				1,916,141
Health Care Technology – 0.4%
Cerner Corp.		1,280		97,728
Change Healthcare, Inc.(a)		20,612		449,960
Inovalon Holdings, Inc. – Class A(a)		570		23,284
Veeva Systems, Inc. – Class A(a)		160		53,117
				624,089
Life Sciences Tools & Services – 1.5%
Agilent Technologies, Inc.		710		124,584
Bio-Rad Laboratories, Inc. – Class A(a)		150		120,723
IQVIA Holdings, Inc.(a)		4,053		1,052,686
Maccura Biotechnology Co., Ltd.		15,000		65,829
Mettler-Toledo International, Inc.(a)		74		114,909
PPD, Inc.(a)		9,397		435,175
Thermo Fisher Scientific, Inc.		643		356,833
Waters Corp.(a)		200		82,804
				2,353,543
Pharmaceuticals – 1.8%
AstraZeneca PLC (Sponsored ADR)		2,295		133,753
Bristol-Myers Squibb Co.		360		24,070
China Medical System Holdings Ltd.		6,000		11,777
Eli Lilly & Co.		280		72,321
Johnson & Johnson		506		87,604
Merck & Co., Inc.		1,312		100,092
Novo Nordisk A/S – Class B		2,390		239,263
Pfizer, Inc.		550		25,338
Roche Holding AG		1,733		695,894
Sanofi		3,176		329,156
Sumitomo Dainippon Pharma Co., Ltd.		4,800		86,160
Takeda Pharmaceutical Co., Ltd.		3,200		106,514

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    23

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Zoetis, Inc.		4,272	$	873,880
				2,785,822
				11,105,378
Industrials – 4.6%
Aerospace & Defense – 0.4%
Aerojet Rocketdyne Holdings, Inc.		9,802		406,979
Huntington Ingalls Industries, Inc.		460		93,918
L3Harris Technologies, Inc.		340		79,224
				580,121
Air Freight & Logistics – 0.1%
Deutsche Post AG		1,220		85,777
Kuehne & Nagel International AG		295		107,813
Yamato Holdings Co., Ltd.		600		15,254
				208,844
Airlines – 0.0%
Korean Air Lines Co., Ltd.(a)		2,280		61,422
Building Products – 0.6%
Assa Abloy AB – Class B		2,790		89,282
Cie de Saint-Gobain		560		40,596
Lennox International, Inc.		260		87,147
Otis Worldwide Corp.		5,959		549,539
Owens Corning		990		94,594
Xinyi Glass Holdings Ltd.		25,000		105,056
Zhejiang Weixing New Building Materials Co., Ltd.		16,800		51,342
				1,017,556
Commercial Services & Supplies – 0.4%
Secom Co., Ltd.		1,345		101,995
Stericycle, Inc.(a)		8,514		592,574
				694,569
Construction & Engineering – 0.0%
Kajima Corp.		1,200		15,504
Electrical Equipment – 0.4%
Acuity Brands, Inc.		491		90,604
Generac Holdings, Inc.(a)		287		125,413
Prysmian SpA		2,160		81,324
Regal Beloit Corp.		402		60,067
Schneider Electric SE		544		97,195
Sensata Technologies Holding PLC(a)		1,500		88,770
Vertiv Holdings Co.		4,043		113,891
				657,264
Industrial Conglomerates – 0.3%
3M Co.		1,421		276,725

24    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
CITIC Ltd.		76,000	$	94,425
Raven Industries, Inc.(a)		1,033		60,276
				431,426
Machinery – 1.0%
CNH Industrial NV		5,954		98,425
Dover Corp.		1,622		282,812
Lydall, Inc.(a)		1,952		120,985
Mitsubishi Heavy Industries Ltd.		3,300		87,182
Parker-Hannifin Corp.		471		139,732
SKF AB – Class B		670		17,111
Snap-on, Inc.		438		98,528
Techtronic Industries Co., Ltd.		4,500		99,595
Volvo AB – Class B		7,800		176,614
Welbilt, Inc.(a)		19,706		461,120
				1,582,104
Marine – 0.1%
AP Moller – Maersk A/S – Class A		17		46,069
Evergreen Marine Corp. Taiwan Ltd.		10,000		48,815
				94,884
Professional Services – 0.7%
RELX PLC		11,493		345,685
Robert Half International, Inc.		1,050		108,570
Verisk Analytics, Inc. – Class A		2,964		598,017
Wolters Kluwer NV(b)		812		93,381
				1,145,653
Road & Rail – 0.3%
Kansas City Southern		1,763		494,821
Trading Companies & Distributors – 0.2%
CAI International, Inc.		4,215		235,914
Transportation Infrastructure – 0.1%
International Container Terminal Services, Inc.		23,480		87,873
				7,307,955
Communication Services – 3.8%
Diversified Telecommunication Services – 0.7%
Comcast Corp. – Class A		5,938		360,317
Nippon Telegraph & Telephone Corp.		5,000		133,214
ORBCOMM, Inc.(a)		5,334		61,288
Shaw Communications, Inc. – Class B		15,917		468,433
Telenor ASA		2,320		40,644
				1,063,896
Entertainment – 0.6%
Activision Blizzard, Inc.		1,178		97,032

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    25

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Bilibili, Inc. (Sponsored ADR)(a)(b)		170	$	13,639
Electronic Arts, Inc.		2,424		351,989
Nintendo Co., Ltd.		185		88,881
Score Media and Gaming, Inc.(a)		8,967		319,853
Ubisoft Entertainment SA(a)		527		33,476
				904,870
Interactive Media & Services – 2.2%
Alphabet, Inc. – Class A(a)		41		118,652
Alphabet, Inc. – Class C(a)		449		1,306,250
Auto Trader Group PLC		8,955		77,439
Facebook, Inc. – Class A(a)		5,008		1,899,934
IAC/InterActiveCorp(a)		680		89,794
Kakaku.com, Inc.		2,400		74,675
Tencent Holdings Ltd.		200		12,353
				3,579,097
Media – 0.1%
Fox Corp. – Class A		510		19,094
Fox Corp. – Class B		1,980		68,568
Interpublic Group of Cos., Inc. (The)		2,200		81,906
Omnicom Group, Inc.		490		35,878
				205,446
Wireless Telecommunication Services – 0.2%
SoftBank Corp.		2,800		37,472
SoftBank Group Corp.		4,420		249,084
				286,556
				6,039,865
Materials – 2.0%
Chemicals – 1.2%
Akzo Nobel NV		676		83,310
Atotech Ltd.(a)		14,300		342,485
Celanese Corp. – Class A		590		93,574
Covestro AG(c)		1,040		67,400
Dow, Inc.		860		54,094
Ferro Corp.(a)		3,773		78,478
International Flavors & Fragrances, Inc.		2,753		417,079
Johnson Matthey PLC		3,480		140,692
LANXESS AG		1,175		85,649
Linde PLC		725		228,078
Mitsui Chemicals, Inc.		1,400		48,331
Mosaic Co. (The)		1,890		60,820
Sumitomo Chemical Co., Ltd.		1,500		7,604
Umicore SA		860		56,590
W R Grace & Co.		2,204		153,487
				1,917,671

26    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Construction Materials – 0.2%
Forterra, Inc.(a)		13,226	$	304,727
Metals & Mining – 0.3%
China Hongqiao Group Ltd.		12,500		18,540
Cia Siderurgica Nacional SA		8,700		58,653
Evraz PLC		11,632		94,617
Fortescue Metals Group Ltd.		5,620		85,678
Hunan Valin Steel Co., Ltd. – Class A		83,400		100,592
Kumba Iron Ore Ltd.(b)		1,082		48,592
Norsk Hydro ASA		5,410		37,347
Rio Tinto Ltd.		1,020		82,993
				527,012
Paper & Forest Products – 0.3%
Domtar Corp.(a)		8,254		452,567
				3,201,977
Real Estate – 2.0%
Equity Real Estate Investment Trusts (REITs) – 1.5%
American Campus Communities, Inc.		748		38,036
American Tower Corp.		2,938		858,395
Iron Mountain, Inc.		2,290		109,347
MGM Growth Properties LLC – Class A		80		3,317
New Senior Investment Group, Inc.		19,638		171,440
Nippon Building Fund, Inc.		8		51,951
Orix JREIT, Inc.(b)		49		87,342
QTS Realty Trust, Inc. – Class A		1,308		101,998
VEREIT, Inc.		10,392		525,108
VICI Properties, Inc.(b)		3,110		96,130
Weyerhaeuser Co.		2,910		104,760
WPT Industrial Real Estate Investment Trust		10,717		233,202
				2,381,026
Real Estate Management & Development – 0.5%
CBRE Group, Inc. – Class A(a)		2,668		256,928
Deutsche Wohnen SE		3,844		238,609
FirstService Corp.		420		78,005
Hopson Development Holdings Ltd.		6,000		23,375
Nomura Real Estate Holdings, Inc.		3,200		81,950
Vonovia SE		764		51,578
				730,445
				3,111,471
Consumer Staples – 1.7%
Beverages – 0.6%
Asahi Group Holdings Ltd.		6,641		308,704

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    27

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Chongqing Brewery Co., Ltd.(a)		3,890	$	84,586
Coca-Cola Co. (The)		6,617		372,603
Constellation Brands, Inc. – Class A		800		168,912
PepsiCo, Inc.		210		32,842
				967,647
Food & Staples Retailing – 0.3%
Koninklijke Ahold Delhaize NV		6,131		206,844
Kroger Co. (The)		2,710		124,742
Progenic Pharmaceuticals, Inc.(d)(e)		24,977		– 0	–
Walmart, Inc.		1,372		203,193
				534,779
Food Products – 0.5%
Archer-Daniels-Midland Co.		1,530		91,800
Bunge Ltd.		1,233		93,350
JM Smucker Co. (The)		610		75,439
Nestle SA		729		92,065
Salmar ASA		2,405		161,203
Sanderson Farms, Inc.		594		116,721
Tyson Foods, Inc. – Class A		1,240		97,365
				727,943
Household Products – 0.1%
Procter & Gamble Co. (The)		1,167		166,169
Tobacco – 0.2%
Philip Morris International, Inc.		1,113		114,639
Swedish Match AB		21,730		200,756
				315,395
				2,711,933
Utilities – 0.7%
Electric Utilities – 0.5%
American Electric Power Co., Inc.		670		60,012
Enel SpA		11,288		102,838
Iberdrola SA		6,807		84,349
NextEra Energy, Inc.		1,412		118,594
NRG Energy, Inc.		2,319		105,909
PNM Resources, Inc.		9,737		481,981
				953,683
Gas Utilities – 0.1%
UGI Corp.		2,063		95,538
Multi-Utilities – 0.1%
Ameren Corp.		1,101		96,580
				1,145,801

28    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
Energy – 0.5%
Oil, Gas & Consumable Fuels – 0.5%
Cheniere Energy, Inc.(a)			818	$	71,542
Imperial Oil Ltd.			2,120		56,107
LUKOIL PJSC (Sponsored ADR)			1,671		142,954
Neste Oyj			1,444		87,957
OMV AG			954		52,843
Parkland Corp./Canada			455		13,585
Royal Dutch Shell PLC – Class B			15,643		307,816
Shaanxi Coal Industry Co., Ltd.			33,100		70,145
					802,949
Total Common Stocks (cost $59,851,391)					76,542,000
INVESTMENT COMPANIES – 20.6%
Funds and Investment Trusts – 20.6%(f)
AB All Market Real Return Portfolio – Class Z(g)			1,087,096		11,284,055
AB High Income Fund, Inc. – Class Z(g)			2,039,614		16,500,479
Consumer Staples Select Sector SPDR Fund(b)			1,803		130,285
Financial Select Sector SPDR Fund			3,941		151,334
Health Care Select Sector SPDR Fund			14,125		1,909,841
iShares JPMorgan USD Emerging Markets Bond ETF			1,396		158,292
iShares MSCI ACWI ETF			1,705		177,883
iShares MSCI Europe Financials ETF			6,743		135,501
iShares MSCI Global Min Vol Factor ETF(b)			2,423		258,655
iShares US Technology ETF(b)			4,064		439,806
US Global Jets ETF			4,171		95,849
Utilities Select Sector SPDR Fund			480		32,899
VanEck Vectors JP Morgan EM Local Currency Bond ETF – Class E			4,127		128,639
Vanguard Global ex-U.S. Real Estate ETF			19,770		1,171,570
Total Investment Companies (cost $30,384,968)					32,575,088
		Principal Amount (000)
GOVERNMENTS - TREASURIES – 12.0%
Australia – 0.6%
Australia Government Bond Series 144 3.75%, 04/21/2037(c)	AUD		100		94,806

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    29

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 145 2.75%, 06/21/2035(c)	AUD		416	$	353,285
Series 150 3.00%, 03/21/2047(c)			400		349,046
Series 164 0.50%, 09/21/2026(c)			205		149,066
					946,203
Austria – 0.4%
Republic of Austria Government Bond Zero Coupon, 02/20/2031(c)	EUR		276		330,691
0.50%, 02/20/2029(c)			189		237,221
					567,912
Belgium – 0.1%
Kingdom of Belgium Government Bond Series 76 1.90%, 06/22/2038(c)			95		140,742
China – 1.1%
China Government Bond Series 1916 3.12%, 12/05/2026	CNY		7,590		1,195,606
Series INBK 3.39%, 03/16/2050			3,560		539,668
					1,735,274
Colombia – 0.1%
Colombian TES Series B 5.75%, 11/03/2027	COP		845,200		216,552
Finland – 0.1%
Finland Government Bond 0.50%, 09/15/2027-09/15/2028(c)	EUR		92		115,571
Germany – 0.3%
Bundesrepublik Deutschland Bundesanleihe Series 2007 4.25%, 07/04/2039(c)			58		123,721
Series 3 4.75%, 07/04/2034(c)			110		217,117
Series G Zero Coupon, 08/15/2050(c)			100		116,371
					457,209
Ireland – 0.2%
Ireland Government Bond Zero Coupon, 10/18/2031(c)			340		401,226

30    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Italy – 1.8%
Italy Buoni Poliennali Del Tesoro 0.25%, 03/15/2028(c)	EUR		655	$	772,154
0.50%, 07/15/2028(c)			673		803,664
0.95%, 09/15/2027(c)			920		1,135,532
1.50%, 04/30/2045(c)			75		88,211
					2,799,561
Japan – 1.9%
Japan Government Ten Year Bond Series 358 0.10%, 03/20/2030	JPY		101,550		935,000
Series 359 0.10%, 06/20/2030			90,800		835,915
Japan Government Thirty Year Bond Series 62 0.50%, 03/20/2049			13,700		121,728
Series 65 0.40%, 12/20/2049			41,150		353,800
Series 68 0.60%, 09/20/2050			33,250		300,004
Japan Government Twenty Year Bond Series 143 1.60%, 03/20/2033			27,400		292,206
Series 171 0.30%, 12/20/2039			26,000		234,096
					3,072,749
Malaysia – 0.1%
Malaysia Government Bond Series 0310 4.498%, 04/15/2030	MYR		670		175,314
Mexico – 0.2%
Mexican Bonos Series M 7.75%, 05/29/2031	MXN		7,046		369,908
South Korea – 0.8%
Korea Treasury Bond Series 2603 1.25%, 03/10/2026	KRW		1,211,740		1,025,431
Series 3012 1.50%, 12/10/2030			368,290		306,140
					1,331,571
Spain – 0.4%
Spain Government Bond 1.20%, 10/31/2040(c)	EUR		340		419,320

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    31

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
4.20%, 01/31/2037(c)	EUR		86	$	154,357
					573,677
Thailand – 0.1%
Thailand Government Bond 2.00%, 12/17/2031	THB		3,350		107,581
United Kingdom – 0.4%
United Kingdom Gilt 1.25%, 07/31/2051(c)	GBP		100		143,588
1.75%, 09/07/2037(c)			352		539,374
					682,962
United States – 3.4%
U.S. Treasury Bonds 1.125%, 08/15/2040(h)(i)	U.S.$		955		847,562
1.875%, 02/15/2051			460		453,819
U.S. Treasury Notes 0.125%, 08/15/2023			1,999		1,996,189
1.625%, 10/31/2026			1,270		1,323,181
2.125%, 05/31/2026(i)			640		681,400
					5,302,151
Total Governments - Treasuries (cost $18,914,389)					18,996,163
CORPORATES - INVESTMENT GRADE – 4.3%
Financial Institutions – 2.3%
Banking – 1.7%
ABN AMRO Bank NV 0.60%, 01/15/2027(c)	EUR		100		120,713
Banco Bilbao Vizcaya Argentaria SA Series G 0.50%, 01/14/2027(c)			100		119,704
Banco Santander SA 1.125%, 06/23/2027(c)			100		123,913
Bank of America Corp. 1.776%, 05/04/2027(c)			100		127,081
4.271%, 07/23/2029	U.S.$		56		64,324
BNP Paribas SA 0.50%, 09/01/2028(c)	EUR		100		118,824
CaixaBank SA 0.375%, 11/18/2026(c)			100		118,923
Citigroup, Inc. 1.50%, 07/24/2026(c)			110		136,747
3.98%, 03/20/2030	U.S.$		14		15,913
4.075%, 04/23/2029			17		19,278
Credit Suisse Group AG 4.194%, 04/01/2031(c)			250		283,607

32    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Danske Bank A/S 0.75%, 06/09/2029(c)	EUR		100	$	119,219
Deutsche Bank AG/New York NY 3.961%, 11/26/2025	U.S.$		150		162,838
Goldman Sachs Group, Inc. (The) 2.383%, 07/21/2032			69		69,759
2.60%, 02/07/2030			69		71,922
HSBC Holdings PLC Series GEN 0.309%, 11/13/2026(c)	EUR		100		118,887
ING Groep NV 1.726%, 04/01/2027	U.S.$		200		202,700
JPMorgan Chase & Co. 1.09%, 03/11/2027(c)	EUR		100		123,065
Series I 3.599% (LIBOR 3 Month + 3.47%), 10/30/2021(j)(k)	U.S.$		13		13,064
Series V 3.465% (LIBOR 3 Month + 3.32%), 10/01/2021(j)(k)			7		7,002
Series Z 3.926% (LIBOR 3 Month + 3.80%), 11/01/2021(j)(k)			16		16,082
Natwest Group PLC 0.78%, 02/26/2030(c)	EUR		100		119,243
PNC Financial Services Group, Inc. (The) Series O 3.804% (LIBOR 3 Month + 3.68%), 11/01/2021(j)(k)	U.S.$		9		9,040
Raiffeisen Bank International AG 1.375%, 06/17/2033(c)	EUR		100		119,407
Standard Chartered PLC 1.625%, 10/03/2027(c)			100		126,363
US Bancorp Series J 5.30%, 04/15/2027(k)	U.S.$		46		52,662
Wells Fargo & Co. 1.00%, 02/02/2027(c)	EUR		120		147,315
					2,727,595
Brokerage – 0.1%
Charles Schwab Corp. (The) Series I 4.00%, 06/01/2026(k)	U.S.$		88		92,574
SURA Asset Management SA 4.875%, 04/17/2024(c)			107		115,179
					207,753

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    33

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Finance – 0.1%
Air Lease Corp. 3.625%, 04/01/2027	U.S.$		14	$	15,126
Aviation Capital Group LLC 1.95%, 01/30/2026(c)			12		12,069
4.125%, 08/01/2025(c)			27		29,257
GE Capital European Funding Unlimited Co. 4.625%, 02/22/2027	EUR		50		73,309
Synchrony Financial 3.95%, 12/01/2027	U.S.$		15		16,742
					146,503
Insurance – 0.2%
Alleghany Corp. 3.625%, 05/15/2030			20		22,297
Berkshire Hathaway, Inc. 1.125%, 03/16/2027	EUR		100		124,865
CNP Assurances 2.50%, 06/30/2051(c)			100		128,415
Nationwide Mutual Insurance Co. 9.375%, 08/15/2039(c)	U.S.$		21		37,386
					312,963
REITs – 0.2%
Essential Properties LP 2.95%, 07/15/2031			70		70,683
Vornado Realty LP 3.40%, 06/01/2031			65		67,897
WPC Eurobond BV 0.95%, 06/01/2030	EUR		100		117,970
					256,550
					3,651,364
Industrial – 1.8%
Basic – 0.1%
Suzano Austria GmbH 3.75%, 01/15/2031	U.S.$		85		89,186
Communications - Media – 0.1%
Charter Communications Operating LLC/Charter Communications Operating Capital 5.375%, 05/01/2047			65		79,946
Discovery Communications LLC 4.65%, 05/15/2050			16		18,951
5.20%, 09/20/2047			41		51,585
5.30%, 05/15/2049			20		25,536
ViacomCBS, Inc. 5.50%, 05/15/2033			40		51,387
					227,405

34    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Communications - Telecommunications – 0.2%
AT&T, Inc. 1.60%, 05/19/2028	EUR		105	$	133,924
3.50%, 09/15/2053(c)	U.S.$		20		20,530
3.65%, 09/15/2059(c)			69		71,003
British Telecommunications PLC 9.625%, 12/15/2030			40		61,746
T-Mobile USA, Inc. 3.40%, 10/15/2052(c)			90		91,334
					378,537
Consumer Cyclical - Other – 0.1%
Las Vegas Sands Corp. 3.90%, 08/08/2029			70		73,699
Consumer Cyclical - Retailers – 0.0%
Ross Stores, Inc. 4.70%, 04/15/2027			15		17,400
Consumer Non-Cyclical – 0.4%
Altria Group, Inc. 3.125%, 06/15/2031	EUR		100		137,521
Anheuser-Busch InBev Worldwide, Inc. 5.55%, 01/23/2049	U.S.$		80		111,426
Banner Health 2.338%, 01/01/2030			70		72,311
BAT Capital Corp. 4.906%, 04/02/2030			79		91,747
Gilead Sciences, Inc. 4.80%, 04/01/2044			45		57,843
Imperial Brands Finance Netherlands BV 1.75%, 03/18/2033(c)	EUR		100		120,226
					591,074
Energy – 0.5%
Cenovus Energy, Inc. 4.40%, 04/15/2029	U.S.$		80		89,907
Chevron USA, Inc. 5.25%, 11/15/2043			105		144,729
Enbridge Energy Partners LP 7.375%, 10/15/2045			58		92,883
Energy Transfer LP 6.25%, 04/15/2049			100		132,477
Marathon Petroleum Corp. 6.50%, 03/01/2041			15		20,851
Plains All American Pipeline LP/PAA Finance Corp. 3.55%, 12/15/2029			9		9,549
3.80%, 09/15/2030			18		19,385

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Suncor Energy, Inc. 6.50%, 06/15/2038	U.S.$		19	$	26,723
6.85%, 06/01/2039			44		64,436
TransCanada PipeLines Ltd. 7.625%, 01/15/2039			59		92,407
Valero Energy Corp. 6.625%, 06/15/2037			20		27,297
					720,644
Technology – 0.3%
Baidu, Inc. 1.625%, 02/23/2027			200		200,710
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.875%, 01/15/2027			31		34,217
Broadcom, Inc. 4.11%, 09/15/2028			32		35,915
5.00%, 04/15/2030			15		17,791
Fidelity National Information Services, Inc. 1.00%, 12/03/2028	EUR		100		122,866
Oracle Corp. 3.95%, 03/25/2051	U.S.$		61		67,609
VeriSign, Inc. 2.70%, 06/15/2031			31		31,941
					511,049
Transportation - Services – 0.1%
FedEx Corp. 0.45%, 05/04/2029	EUR		100		119,127
					2,728,121
Utility – 0.2%
Electric – 0.2%
E.ON International Finance BV 1.25%, 10/19/2027(c)			50		63,220
Enel Finance International NV 0.50%, 06/17/2030(c)			120		143,430
NextEra Energy Capital Holdings, Inc. 1.90%, 06/15/2028	U.S.$		23		23,305
SSE PLC 1.375%, 09/04/2027(c)	EUR		100		126,370
					356,325
Total Corporates - Investment Grade (cost $6,595,191)					6,735,810

36    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
INFLATION-LINKED SECURITIES – 1.3%
France – 0.4%
French Republic Government Bond OAT Series OATE 0.10%, 03/01/2026(c)	EUR		551	$	713,516
Germany – 0.5%
Deutsche Bundesrepublik Inflation Linked Bond 0.10%, 04/15/2026(c)			550		717,781
United States – 0.4%
U.S. Treasury Inflation Index 0.125%, 04/15/2026-01/15/2031 (TIPS)	U.S.$		519		571,421
Total Inflation-Linked Securities (cost $1,998,672)					2,002,718
MORTGAGE PASS-THROUGHS – 1.1%
Agency Fixed Rate 30-Year – 1.1%
Federal Home Loan Mortgage Corp. Series 2019 3.50%, 09/01/2049			127		137,724
Federal National Mortgage Association Series 2018 3.50%, 03/01/2048			268		289,857
4.50%, 09/01/2048			118		129,749
Government National Mortgage Association Series 2021 3.00%, 09/21/2051, TBA			224		234,168
Uniform Mortgage-Backed Security Series 2021 2.00%, 09/14/2051, TBA			149		150,717
2.50%, 09/14/2051, TBA			689		715,806
					1,658,021
Agency ARMs – 0.0%
Federal Home Loan Mortgage Corp. Series 2011 2.207% (LIBOR 12 Month + 1.76%), 05/01/2038(i)			22		23,135
Federal National Mortgage Association Series 2003 2.222% (LIBOR 12 Month + 1.81%), 12/01/2033(i)			16		16,632
					39,767
Total Mortgage Pass-Throughs (cost $1,663,475)					1,697,788

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    37

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS - SOVEREIGN BONDS – 0.7%
France – 0.3%
Dexia Credit Local SA 0.50%, 01/17/2025(c)	EUR		400	$	485,766
Germany – 0.0%
Kreditanstalt fuer Wiederaufbau Zero Coupon, 06/15/2029(c)			46		55,622
Indonesia – 0.1%
Indonesia Government International Bond 1.00%, 07/28/2029			115		137,008
Mexico – 0.1%
Mexico Government International Bond 4.75%, 04/27/2032	U.S.$		200		231,350
Panama – 0.1%
Panama Government International Bond 8.875%, 09/30/2027			60		82,830
Peru – 0.1%
Peruvian Government International Bond 2.392%, 01/23/2026			86		89,107
2.783%, 01/23/2031			55		56,213
					145,320
Total Governments - Sovereign Bonds (cost $1,149,305)					1,137,896
QUASI-SOVEREIGNS – 0.6%
Quasi-Sovereign Bonds – 0.6%
China – 0.5%
China Development Bank Series 1805 4.88%, 02/09/2028	CNY		2,100		355,843
Series 2015 3.70%, 10/20/2030			3,080		491,323
					847,166
Mexico – 0.1%
Petroleos Mexicanos 5.95%, 01/28/2031	U.S.$		10		9,819
6.75%, 09/21/2047			75		65,887
					75,706
Total Quasi-Sovereigns (cost $878,712)					922,872

38    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED LOAN OBLIGATIONS – 0.5%
CLO - Floating Rate – 0.5%
Halcyon Loan Advisors Funding Ltd. Series 2018-1A, Class A2 1.934% (LIBOR 3 Month + 1.80%), 07/21/2031(c)(i)	U.S.$		250	$	250,005
Neuberger Berman Loan Advisers CLO 29 Ltd. Series 2018-29A, Class B1 1.834% (LIBOR 3 Month + 1.70%), 10/19/2031(c)(i)			250		250,257
Neuberger Berman Loan Advisers CLO 42 Ltd. Series 2021-42A, Class A 1.241% (LIBOR 3 Month + 1.10%), 07/16/2035(c)(i)			100		100,037
Rockford Tower CLO Ltd. Series 2021-2A, Class A1 1.273% (LIBOR 3 Month + 1.16%), 07/20/2034(c)(i)			250		250,155
Total Collateralized Loan Obligations (cost $850,000)					850,454
COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.5%
Non-Agency Floating Rate CMBS – 0.4%
Ashford Hospitality Trust Series 2018-KEYS, Class A 1.096% (LIBOR 1 Month + 1.00%), 06/15/2035(c)(i)			100		100,102
BX Commercial Mortgage Trust Series 2019-IMC, Class A 1.096% (LIBOR 1 Month + 1.00%), 04/15/2034(c)(i)			105		104,593
Great Wolf Trust Series 2019-WOLF, Class C 1.729% (LIBOR 1 Month + 1.63%), 12/15/2036(c)(i)			210		209,605
GS Mortgage Securities Corp. Trust Series 2019-SMP, Class C 1.796% (LIBOR 1 Month + 1.70%), 08/15/2032(c)(i)			160		159,954
Natixis Commercial Mortgage Securities Trust Series 2019-MILE, Class A 1.596% (LIBOR 1 Month + 1.50%), 07/15/2036(c)(i)			105		104,968
					679,222

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Non-Agency Fixed Rate CMBS – 0.1%
GS Mortgage Securities Trust Series 2013-G1, Class A1 2.059%, 04/10/2031(c)	U.S.$		23	$	22,823
Series 2013-G1, Class A2 3.557%, 04/10/2031(c)			134		133,970
					156,793
Total Commercial Mortgage-Backed Securities (cost $834,331)					836,015
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.5%
Risk Share Floating Rate – 0.5%
Eagle RE Ltd. Series 2018-1, Class M1 1.784% (LIBOR 1 Month + 1.70%), 11/25/2028(c)(i)			60		60,261
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2017-DNA2, Class M1 1.284% (LIBOR 1 Month + 1.20%), 10/25/2029(i)			31		30,833
Series 2021-DNA3, Class M2 2.15% (SOFR + 2.10%), 10/25/2033(c)(i)			39		39,953
Series 2021-DNA5, Class M2 1.70% (SOFR + 1.65%), 01/25/2034(c)(i)			25		25,110
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C04, Class 1M2 4.984% (LIBOR 1 Month + 4.90%), 11/25/2024(i)			53		54,348
Series 2014-C04, Class 2M2 5.084% (LIBOR 1 Month + 5.00%), 11/25/2024(i)			27		27,293
Series 2015-C04, Class 1M2 5.784% (LIBOR 1 Month + 5.70%), 04/25/2028(i)			23		23,719
Series 2016-C01, Class 2M2 7.034% (LIBOR 1 Month + 6.95%), 08/25/2028(i)			22		23,184
Series 2016-C02, Class 1M2 6.084% (LIBOR 1 Month + 6.00%), 09/25/2028(i)			25		26,261
Series 2016-C05, Class 2M2 4.534% (LIBOR 1 Month + 4.45%), 01/25/2029(i)			84		86,695

40    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
Series 2016-C06, Class 1M2 4.334% (LIBOR 1 Month + 4.25%), 04/25/2029(i)	U.S.$		165	$	170,436
Series 2017-C01, Class 1M2 3.634% (LIBOR 1 Month + 3.55%), 07/25/2029(i)			114		117,339
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 2.088% (LIBOR 1 Month + 2.00%), 03/27/2024(c)(i)			61		61,267
					746,699
Agency Fixed Rate – 0.0%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 0.629%, 05/28/2035			33		31,310
Total Collateralized Mortgage Obligations (cost $780,359)					778,009
LOCAL GOVERNMENTS - PROVINCIAL BONDS – 0.3%
Canada – 0.3%
Province of Ontario Canada 6.50%, 03/08/2029	CAD		240		255,924
Province of Quebec Canada 2.75%, 09/01/2027			305		261,829
Total Local Governments - Provincial Bonds (cost $502,941)					517,753
ASSET-BACKED SECURITIES – 0.3%
Autos - Fixed Rate – 0.1%
Avis Budget Rental Car Funding AESOP LLC Series 2018-2A, Class C 4.95%, 03/20/2025(c)	U.S.$		120		129,725
Flagship Credit Auto Trust Series 2018-3, Class D 4.15%, 12/16/2024(c)			78		81,795
					211,520
Other ABS - Fixed Rate – 0.1%
SBA Tower Trust Series 2014-2A, Class C 3.869%, 10/15/2049(c)			85		89,367

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
SoFi Consumer Loan Program Trust Series 2018-1, Class B 3.65%, 02/25/2027(c)	U.S.$		59	$	60,039
					149,406
Other ABS - Floating Rate – 0.1%
Nelnet Student Loan Trust Series 2021-CA, Class AFL 0.829% (LIBOR 1 Month + 0.74%), 04/20/2062(c)(i)			126		126,000
Home Equity Loans - Floating Rate – 0.0%
ABFC Trust Series 2003-WF1, Class A2 1.209% (LIBOR 1 Month + 1.13%), 12/25/2032(i)			6		5,985
Total Asset-Backed Securities (cost $473,423)					492,911
GOVERNMENTS - SOVEREIGN AGENCIES – 0.3%
Canada – 0.2%
Canada Housing Trust No. 1 1.80%, 12/15/2024(c)	CAD		85		69,516
1.95%, 12/15/2025(c)			275		226,600
					296,116
France – 0.1%
Societe Nationale SNCF SA 1.80%, 12/15/2024(c)	EUR		100		123,517
Total Governments - Sovereign Agencies (cost $424,112)					419,633
COVERED BONDS – 0.1%
Norway – 0.1%
DNB Boligkreditt AS 0.625%, 06/19/2025(c)			102		125,166
South Korea – 0.0%
Korea Housing Finance Corp. 0.01%, 06/29/2026(c)			100		119,189
Total Covered Bonds (cost $245,117)					244,355

42    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

		Principal Amount (000)		U.S. $ Value
LOCAL GOVERNMENTS - REGIONAL BONDS – 0.1%
Japan – 0.1%
Japan Finance Organization for Municipalities Series G 0.05%, 02/12/2027(c) (cost $120,647)	EUR		100	$	119,650
		Shares
SHORT-TERM INVESTMENTS – 6.3%
Investment Companies – 6.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(f)(g)(l) (cost $9,906,247)			9,906,247		9,906,247
Total Investments Before Security Lending Collateral for Securities Loaned – 98.0% (cost $135,573,280)					154,775,362
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.9%
Investment Companies – 0.9%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(f)(g)(l) (cost $1,351,803)			1,351,803		1,351,803
Total Investments – 98.9% (cost $136,925,083)					156,127,165
Other assets less liabilities – 1.1%					1,787,077
Net Assets – 100.0%				$	157,914,242

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		26		September 2021	$	2,773,329	$	21,574
10 Yr Canadian Bond Futures		19		December 2021		2,200,666		4,747
E-Mini Russell 2000 Futures		14		September 2021		1,589,840		(35,383	)
Euro STOXX 50 Index Futures		28		September 2021		1,382,446		15,934
Euro-Schatz Futures		3		September 2021		397,724		422
FTSE 100 Index Futures		4		September 2021		390,265		5
FTSE KLCI Futures		37		September 2021		706,934		8,315
FTSE/JSE Top 40 Futures		7		September 2021		291,223		3,352

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Hang Seng Index Futures		5		September 2021	$	827,842	$	8,275
Long Gilt Future		38		December 2021		6,699,810		(14,149	)
MSCI EAFE Futures		9		September 2021		1,058,175		(6,648	)
MSCI Emerging Markets Futures		30		September 2021		1,948,800		(113,025	)
S&P 400 E-Mini Futures		6		September 2021		1,651,200		15,871
SPI 200 Futures		1		September 2021		136,745		1,676
TOPIX Index Futures		8		September 2021		1,428,532		6,899
U.S. T-Note 5 Yr (CBT) Futures		56		December 2021		6,928,250		9,436
U.S. Ultra Bond (CBT) Futures		41		December 2021		8,088,531		27,111
WIG 20 Index Futures		45		September 2021		550,553		19,815
Sold Contracts
10 Yr Japan Bond (OSE) Futures		1		September 2021		1,383,084		(7,414	)
10 Yr Mini Japan Government Bond Futures		7		September 2021		968,159		479
BIST 30 Futures		338		October 2021		660,027		(3,216	)
E-Mini Russell 2000 Futures		12		September 2021		1,521,720		(89,818	)
Euro-BOBL Futures		16		September 2021		2,549,854		(15,111	)
FTSE China A50 Futures		12		September 2021		177,048		2,502
MEX BOLSA Index Futures		7		September 2021		185,561		(6,855	)
MSCI Singapore IX ETS Futures		20		September 2021		523,857		4,180
OMXS30 Index Futures		19		September 2021		518,240		4,918
S&P 500 E-Mini Futures		30		September 2021		6,780,750		(419,888	)
S&P TSX 60 Index Futures		3		September 2021		584,901		(10,476	)
SGX Nifty 50 Futures		32		September 2021		1,096,032		(29,299	)
U.S. 10 Yr Ultra Futures		14		December 2021		2,072,219		(10,387	)
U.S. T-Note 2 Yr (CBT) Futures		17		December 2021		3,745,578		(2,544	)
U.S. T-Note 10 Yr (CBT) Futures		13		December 2021		1,734,890		(7,323	)
							$	(616,025	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	CZK	13,166	USD	614		09/17/2021	$	2,484
Bank of America, NA	NZD	1,760	USD	1,235		09/15/2021		(4,740	)
Bank of America, NA	USD	164	PEN	644		09/16/2021		(6,431	)
Bank of America, NA	USD	1,871	RUB	139,737		09/30/2021		29,318
Barclays Bank PLC	IDR	2,415,262	USD	169		10/15/2021		(183	)
Barclays Bank PLC	KRW	328,771	USD	283		10/28/2021		(963	)
Barclays Bank PLC	INR	24,297	USD	332		10/08/2021		262
Barclays Bank PLC	MYR	845	USD	204		09/23/2021		1,081
Barclays Bank PLC	GBP	455	USD	623		09/15/2021		(1,898	)
Barclays Bank PLC	USD	916	MYR	3,797		09/23/2021		(3,333	)
Barclays Bank PLC	USD	568	CAD	721		09/15/2021		3,908
Barclays Bank PLC	USD	220	MYR	918		09/23/2021		370
Barclays Bank PLC	USD	669	AUD	930		09/15/2021		11,146
Barclays Bank PLC	USD	147	PHP	7,306		10/21/2021		154
Barclays Bank PLC	USD	163	IDR	2,390,678		10/15/2021		4,869

44    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	HUF	270,732	USD	914		09/17/2021	$	(1,391	)
BNP Paribas SA	NOK	4,406	USD	505		10/13/2021		(1,976	)
Citibank, NA	COP	3,460,207	USD	902		09/16/2021		(15,191	)
Citibank, NA	JPY	417,067	USD	3,810		11/17/2021		17,010
Citibank, NA	CLP	234,600	USD	303		09/16/2021		(328	)
Citibank, NA	CLP	127,909	USD	170		09/16/2021		4,406
Citibank, NA	CNY	16,903	USD	2,596		09/16/2021		(19,017	)
Citibank, NA	AUD	1,269	USD	915		11/09/2021		(14,161	)
Citibank, NA	USD	1,676	INR	126,256		10/08/2021		47,527
Citibank, NA	USD	176	COP	681,277		09/16/2021		5,084
Credit Suisse International	CNY	2,225	USD	342		09/16/2021		(1,700	)
Credit Suisse International	USD	514	JPY	56,415		09/15/2021		(847	)
Deutsche Bank AG	AUD	1,068	USD	782		09/15/2021		815
Deutsche Bank AG	USD	1,719	SEK	14,883		09/15/2021		6,189
Goldman Sachs Bank USA	RUB	65,257	USD	881		09/30/2021		(7,112	)
Goldman Sachs Bank USA	BRL	2,700	USD	525		09/02/2021		2,792
Goldman Sachs Bank USA	EUR	1,404	USD	1,652		09/15/2021		(6,093	)
Goldman Sachs Bank USA	CAD	458	USD	356		09/24/2021		(7,330	)
Goldman Sachs Bank USA	USD	531	EUR	452		09/15/2021		3,201
Goldman Sachs Bank USA	USD	685	GBP	498		09/15/2021		577
Goldman Sachs Bank USA	USD	263	BRL	1,352		10/04/2021		(2,636	)
Goldman Sachs Bank USA	USD	520	BRL	2,700		09/02/2021		2,137
Goldman Sachs Bank USA	USD	421	RUB	31,387		09/30/2021		6,445
Goldman Sachs Bank USA	USD	972	PHP	49,357		10/21/2021		19,358
HSBC Bank USA	CNY	367	USD	56		09/16/2021		(432	)
Morgan Stanley Capital Services, Inc.	KRW	1,228,043	USD	1,077		10/28/2021		17,803
Morgan Stanley Capital Services, Inc.	BRL	2,700	USD	515		09/02/2021		(6,896	)
Morgan Stanley Capital Services, Inc.	PEN	2,098	USD	527		09/16/2021		14,513
Morgan Stanley Capital Services, Inc.	MYR	3,199	USD	773		09/23/2021		3,516
Morgan Stanley Capital Services, Inc.	CAD	705	USD	566		09/24/2021		6,898
Morgan Stanley Capital Services, Inc.	USD	351	MYR	1,450		09/23/2021		(2,706	)
Morgan Stanley Capital Services, Inc.	USD	2	CLP	1,194		09/16/2021		(34	)
Morgan Stanley Capital Services, Inc.	USD	513	BRL	2,700		10/04/2021		6,912
Morgan Stanley Capital Services, Inc.	USD	525	BRL	2,700		09/02/2021		(2,792	)
Morgan Stanley Capital Services, Inc.	USD	504	NOK	4,406		10/13/2021		3,151
Natwest Markets PLC	COP	1,051,524	USD	272		09/16/2021		(6,949	)
Natwest Markets PLC	ZAR	9,333	USD	671		09/16/2021		29,628
Standard Chartered Bank	KRW	613,035	USD	534		10/28/2021		5,558
Standard Chartered Bank	JPY	91,895	USD	842		09/15/2021		6,874
Standard Chartered Bank	TWD	26,987	USD	968		10/21/2021		(11,654	)
Standard Chartered Bank	GBP	498	USD	690		09/15/2021		4,841

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    45

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Standard Chartered Bank	CHF	498	USD	547		09/15/2021	$	2,738
Standard Chartered Bank	USD	1,591	EUR	1,350		09/15/2021		3,445
Standard Chartered Bank	USD	464	PHP	23,380		10/21/2021		5,852
State Street Bank & Trust Co.	JPY	32,027	USD	292		09/15/2021		1,184
State Street Bank & Trust Co.	THB	28,942	USD	885		10/07/2021		(12,369	)
State Street Bank & Trust Co.	JPY	12,563	USD	114		09/15/2021		(31	)
State Street Bank & Trust Co.	EUR	10,185	USD	12,103		11/08/2021		62,173
State Street Bank & Trust Co.	MXN	7,593	USD	371		10/28/2021		(4,674	)
State Street Bank & Trust Co.	NOK	8,671	USD	973		09/15/2021		(23,948	)
State Street Bank & Trust Co.	SEK	3,321	USD	381		09/15/2021		(3,704	)
State Street Bank & Trust Co.	PLN	1,349	USD	348		09/17/2021		(4,419	)
State Street Bank & Trust Co.	CAD	1,022	USD	815		09/24/2021		5,149
State Street Bank & Trust Co.	CAD	556	USD	445		09/15/2021		3,795
State Street Bank & Trust Co.	AUD	799	USD	580		09/15/2021		(4,384	)
State Street Bank & Trust Co.	EUR	399	USD	469		09/15/2021		(1,931	)
State Street Bank & Trust Co.	GBP	361	USD	495		11/10/2021		(1,137	)
State Street Bank & Trust Co.	CHF	589	USD	653		10/28/2021		8,805
State Street Bank & Trust Co.	CAD	313	USD	248		09/15/2021		(151	)
State Street Bank & Trust Co.	CHF	249	USD	273		09/15/2021		563
State Street Bank & Trust Co.	GBP	322	USD	442		09/15/2021		(886	)
State Street Bank & Trust Co.	AUD	164	USD	118		11/09/2021		(1,706	)
State Street Bank & Trust Co.	EUR	194	USD	228		11/08/2021		(992	)
State Street Bank & Trust Co.	USD	616	EUR	523		11/08/2021		2,178
State Street Bank & Trust Co.	USD	3	PLN	10		09/17/2021		(23	)
State Street Bank & Trust Co.	USD	1,035	EUR	871		11/08/2021		(6,784	)
State Street Bank & Trust Co.	USD	143	CHF	131		09/15/2021		263
State Street Bank & Trust Co.	USD	462	CAD	591		09/24/2021		5,869
State Street Bank & Trust Co.	USD	285	GBP	207		09/15/2021		(186	)
State Street Bank & Trust Co.	USD	153	NZD	222		09/15/2021		3,552
State Street Bank & Trust Co.	USD	340	GBP	248		09/15/2021		217
State Street Bank & Trust Co.	USD	407	CAD	514		09/15/2021		111
State Street Bank & Trust Co.	USD	232	CAD	293		09/24/2021		(7	)
State Street Bank & Trust Co.	USD	233	CAD	293		09/15/2021		(914	)
State Street Bank & Trust Co.	USD	342	NZD	491		10/15/2021		4,463
State Street Bank & Trust Co.	USD	148	ZAR	2,156		09/16/2021		180
State Street Bank & Trust Co.	USD	160	CZK	3,445		09/17/2021		49
State Street Bank & Trust Co.	USD	1,425	NOK	12,556		09/15/2021		19,118
State Street Bank & Trust Co.	USD	318	CZK	6,812		09/17/2021		(1,297	)
State Street Bank & Trust Co.	USD	344	MXN	7,044		10/28/2021		4,578
State Street Bank & Trust Co.	USD	281	JPY	30,756		11/17/2021		(1,197	)
State Street Bank & Trust Co.	USD	228	HUF	69,339		09/17/2021		6,813
							$	212,389

46    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
USD	2,380		02/09/2023	3 Month LIBOR	0.200%	Quarterly/Semi-Annual	$	(65	)	$	– 0	–	$	(65	)
CAD	1,960		05/22/2024	3 Month CDOR	1.980%	Semi-Annual		48,777			1			48,776
CNY	6,550		02/17/2025	China 7-Day Reverse Repo Rate	2.547%	Quarterly		7,563			– 0	–		7,563
CNY	19,495		02/20/2025	China 7-Day Reverse Repo Rate	2.598%	Quarterly		27,658			– 0	–		27,658
CNY	19,785		02/21/2025	China 7-Day Reverse Repo Rate	2.620%	Quarterly		30,380			– 0	–		30,380
USD	480		02/09/2031	1.226%	3 Month LIBOR	Semi-Annual/ Quarterly		2,325			– 0	–		2,325
SEK	20		06/09/2031	0.819%	3 Month STIBOR	Annual/ Quarterly		(52	)		– 0	–		(52	)
SEK	2,810		07/12/2031	0.618%	3 Month STIBOR	Annual/ Quarterly		(575	)		– 0	–		(575	)
NZD	520		07/12/2031	3 Month BKBM	1.695%	Quarterly/Semi-Annual		(7,973	)		– 0	–		(7,973	)
SEK	3,370		07/26/2031	0.593%	3 Month STIBOR	Annual/ Quarterly		411			1			410
NZD	370		07/26/2031	3 Month BKBM	1.774%	Quarterly/Semi-Annual		(4,082	)		– 0	–		(4,082	)
CHF	240		07/26/2031	6 Month LIBOR	(0.125)%	Semi-Annual/ Annual		(453	)		(1	)		(452	)
SEK	2,140		08/13/2031	0.576%	3 Month STIBOR	Annual/ Quarterly		815			– 0	–		815
NOK	2,110		08/13/2031	6 Month NIBOR	1.530%	Semi-Annual/ Annual		(279	)		– 0	–		(279	)
CHF	340		08/13/2031	6 Month LIBOR	(0.142)%	Semi-Annual/ Annual		(1,481	)		– 0	–		(1,481	)
EUR	240		09/30/2050	0.122%	6 Month EURIBOR	Annual/ Semi-Annual		13,875			– 0	–		13,875
EUR	240		09/30/2050	6 Month EURIBOR	(0.017)%	Semi-Annual/ Annual		(25,531	)		– 0	–		(25,531	)
EUR	240		11/10/2050	0.022%	6 Month EURIBOR	Annual/ Semi-Annual		22,524			1,815			20,709
EUR	240		11/10/2050	6 Month EURIBOR	(0.043)%	Semi-Annual/ Annual		(27,964	)		– 0	–		(27,964	)
							$	85,873		$	1,816		$	84,057

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    47

PORTFOLIO OF INVESTMENTS (continued)

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Payment Frequency Paid/ Received

Market Value

Upfront Premiums Paid/ (Received)

Unrealized Appreciation/ (Depreciation)

Barclays Bank PLC

USD

15,560

07/18/2022

1.937%

CPI#

Maturity

$

637,637

$

– 0

–

$

637,637

Citibank, NA

USD

2,880

06/08/2025

1.242%

CPI#

Maturity

290,132

– 0

–

290,132

Goldman Sachs International

USD

1,230

01/18/2023

2.206%

CPI#

Maturity

34,206

– 0

–

34,206

JPMorgan Chase Bank, NA

USD

980

01/14/2026

2.236%

CPI#

Maturity

49,842

– 0

–

49,842

$

1,011,817

$

– 0

–

$

1,011,817

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

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 36, 5 Year Index, 06/20/2026*		(5.00	)%		Quarterly		2.76	%	USD	2,260	$	(244,265	)	$	(200,744	)	$	(43,521	)

* Termination date

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
BNP Paribas SA
BNPABPLA	LIBOR Plus 0.20%	Quarterly		USD	321		03/15/2022	$	2,628
Citibank, NA
CGABROEE	LIBOR Plus 0.20%	Quarterly		USD	706		03/15/2022		13,002
Goldman Sachs International
Arrow Global Group PLC	LIBOR Plus 0.35%	Monthly		GBP	53		01/05/2023		78
Arrow Global Group PLC	LIBOR Plus 0.35%	Monthly		GBP	41		01/05/2023		60

48    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Arrow Global Group PLC	LIBOR Plus 0.35%	Monthly		GBP	18			01/05/2023	$	27
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	50			01/05/2023		633
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	60			01/05/2023		442
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	31			01/05/2023		328
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	30			01/05/2023		268
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	12			01/05/2023		143
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	7			01/05/2023		126
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	14			01/05/2023		105
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	9			01/05/2023		103
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	8			01/05/2023		86
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	5			01/05/2023		56
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	3			01/05/2023		21
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	3			01/05/2023		6
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	1			01/05/2023		(4	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	4			01/05/2023		(7	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	37			01/05/2023		(50	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	59			01/05/2023		(17	)
Siltronic AG	EURIBOR Plus 0.35%	Monthly		EUR	63			01/05/2023		(282	)
JPMorgan Chase Bank, NA
JPABJVAL(1)	LIBOR Plus 0.18%	Quarterly		JPY	22,519			07/15/2022		(1,827	)
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	13			08/12/2022		457
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	11			08/12/2022		216
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	0	**		08/12/2022		– 0	–
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	0	**		08/12/2022		– 0	–
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	0	**		08/12/2022		– 0	–
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	2			08/12/2022		(9	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    49

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	17		08/12/2022	$	(72	)
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	14		08/12/2022		(203	)
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	29		08/12/2022		(220	)
Sumo Group PLC	LIBOR Plus 0.40%	Annual		GBP	15		08/12/2022		(363	)
Sumo Group PLC	LIBOR Plus 0.40%	Monthly		GBP	43		08/12/2022		(429	)
Morgan Stanley Capital Services LLC
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	16		01/27/2022		301
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	44		01/27/2022		241
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	15		01/27/2022		138
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	27		01/27/2022		71
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	18		01/27/2022		47
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	2		01/27/2022		38
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	8		01/27/2022		9
Avast PLC	LIBOR Plus 0.50%	Monthly		GBP	22		01/27/2022		(69	)
Gamesys Group PLC	LIBOR Plus 0.50%	Monthly		GBP	16		01/27/2022		29
Gamesys Group PLC	LIBOR Plus 0.50%	Monthly		GBP	16		01/27/2022		28
IBOVESPA Futures	0.00%	Monthly		BRL	1,669		10/13/2021		(3,069	)
KOSPI 200 Futures	0.00%	Monthly		KRW	209,750		09/09/2021		7,292
KOSPI 200 Futures	0.00%	Monthly		KRW	104,875		09/09/2021		(3,477	)
KOSPI 200 Futures	0.00%	Monthly		KRW	209,750		09/09/2021		(6,136	)
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	35		01/27/2022		6,283
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	32		01/27/2022		6,090
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	32		01/27/2022		5,123
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	32		01/27/2022		5,121
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	31		01/27/2022		4,985
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	19		01/27/2022		3,578
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	15		01/27/2022		2,626
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	15		01/27/2022		2,408

50    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Meggitt PLC	LIBOR Plus 0.50%	Monthly		GBP	14			01/27/2022	$	2,287
Swiss Market Index Futures	0.00%	Monthly		CHF	124			09/17/2021		5,004
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	8			01/27/2022		1,768
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	14			01/27/2022		(419	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	14			01/27/2022		(457	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	15			01/27/2022		(511	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	15			01/27/2022		(535	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	14			01/27/2022		(552	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	14			01/27/2022		(659	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Annual		GBP	14			01/27/2022		(699	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	18			01/27/2022		(745	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	12			01/27/2022		(868	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	16			01/27/2022		(1,056	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	28			01/27/2022		(1,125	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	28			01/27/2022		(1,203	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	26			01/27/2022		(1,626	)
Ultra Electronics Holdings PLC	LIBOR Plus 0.50%	Monthly		GBP	26			01/27/2022		(1,799	)
Pay Total Return on Reference Obligation
Goldman Sachs International
II-VI, Inc.	LIBOR Minus 0.30%	Monthly		USD	38			01/05/2023		2,785
II-VI, Inc.	LIBOR Minus 0.31%	Monthly		USD	37			01/05/2023		3,202
II-VI, Inc.	LIBOR Minus 0.31%	Monthly		USD	37			01/05/2023		1,820
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	0	**		07/15/2025		(12	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	1			07/15/2025		(147	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	2			07/15/2025		(282	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	38			07/15/2025		(969	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	51			07/15/2025		(1,375	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    51

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	11		07/15/2025	$	(1,386	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	18		07/15/2025		(2,404	)
BancorpSouth Bank	LIBOR Minus 0.28%	Monthly		USD	25		07/15/2025		(2,651	)
BancorpSouth Bank	LIBOR Minus 0.29%	Monthly		USD	5		07/15/2025		(671	)
BancorpSouth Bank	LIBOR Minus 0.29%	Monthly		USD	28		07/15/2025		(2,998	)
BancorpSouth Bank	LIBOR Minus 0.29%	Monthly		USD	36		07/15/2025		(5,141	)
Canadian National Railway Co.	LIBOR Minus 0.20%	Monthly		USD	18		07/15/2025		(1,773	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	17		07/15/2025		(726	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	32		07/15/2025		(1,930	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	35		07/15/2025		(3,068	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	35		07/15/2025		(3,754	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	44		07/15/2025		(5,639	)
Canadian National Railway Co.	LIBOR Minus 0.24%	Monthly		USD	53		07/15/2025		(5,715	)
GSABHVIP	LIBOR	Quarterly		USD	257		09/15/2022		67
Independent Bank Corp.	LIBOR Minus 0.06%	Monthly		USD	1		01/05/2023		38
Independent Bank Corp.	LIBOR Minus 0.06%	Monthly		USD	2		07/15/2025		54
Independent Bank Corp.	LIBOR Minus 0.06%	Monthly		USD	6		07/15/2025		18
Independent Bank Corp.	LIBOR Minus 0.07%	Monthly		USD	3		01/05/2023		248
Independent Bank Corp.	LIBOR Minus 0.09%	Monthly		USD	16		07/15/2025		385
Independent Bank Corp.	LIBOR Minus 0.26%	Monthly		USD	1		07/15/2025		(9	)
Independent Bank Corp.	LIBOR Minus 0.27%	Monthly		USD	32		01/05/2023		2,546
Independent Bank Corp.	LIBOR Minus 0.27%	Monthly		USD	18		01/05/2023		1,155
Independent Bank Corp.	LIBOR Minus 0.27%	Monthly		USD	2		01/05/2023		187
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	9		01/05/2023		142
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	42		07/15/2025		1,145
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	1		07/15/2025		24

52    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	1			07/15/2025	$	9
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	0	**		07/15/2025		1
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	1			07/15/2025		(9	)
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	2			07/15/2025		(42	)
Independent Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	8			07/15/2025		(78	)
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	2			01/05/2023		128
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1			01/05/2023		67
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1			01/05/2023		8
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	14			07/15/2025		931
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	7			07/15/2025		421
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	3			07/15/2025		182
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	2			07/15/2025		74
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1			07/15/2025		63
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1			07/15/2025		37
Independent Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	0	**		07/15/2025		10
M&T Bank Corp.	LIBOR Minus 0.05%	Monthly		USD	1			01/05/2023		203
M&T Bank Corp.	LIBOR Minus 0.07%	Monthly		USD	35			01/05/2023		4,366
M&T Bank Corp.	LIBOR Minus 0.07%	Monthly		USD	3			01/05/2023		293
M&T Bank Corp.	LIBOR Minus 0.27%	Monthly		USD	10			07/15/2025		1,559
M&T Bank Corp.	LIBOR Minus 0.28%	Monthly		USD	24			01/05/2023		2,986
M&T Bank Corp.	LIBOR Minus 0.28%	Monthly		USD	10			01/05/2023		1,165
M&T Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	28			01/05/2023		4,913
M&T Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	8			01/05/2023		1,187
M&T Bank Corp.	LIBOR Minus 0.29%	Monthly		USD	5			01/05/2023		759
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	36			01/05/2023		2,439

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    53

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	14		01/05/2023	$	1,560
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	8		01/05/2023		781
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	4		01/05/2023		460
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	3		01/05/2023		320
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1		01/05/2023		165
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	1		01/05/2023		121
M&T Bank Corp.	LIBOR Minus 0.30%	Monthly		USD	13		07/15/2025		1,886
New York Community Bancorp, Inc.	LIBOR Minus 0.09%	Monthly		USD	9		07/15/2025		(921	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%	Monthly		USD	23		01/05/2023		(1,878	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%	Monthly		USD	41		01/05/2023		(3,438	)
New York Community Bancorp, Inc.	LIBOR Minus 0.29%	Monthly		USD	44		01/05/2023		(3,988	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	84		01/05/2023		1,165
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	37		01/05/2023		666
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	80		01/05/2023		619
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	3		01/05/2023		(87	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	27		01/05/2023		(949	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	62		01/05/2023		(996	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	55		01/05/2023		(1,102	)
New York Community Bancorp, Inc.	LIBOR Minus 0.30%	Monthly		USD	38		07/15/2025		(1,506	)
JPMorgan Chase Bank, NA
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	2		08/12/2022		(90	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	2		08/12/2022		(104	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	4		08/12/2022		(239	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	9		08/12/2022		(680	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	21		08/12/2022		(1,527	)
First Citizens BancShares, Inc.	LIBOR Minus 0.30%	Monthly		USD	28		08/12/2022		(1,619	)

54    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	2		08/12/2022	$	(216	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	2		08/12/2022		(217	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	2		08/12/2022		(247	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	5		08/12/2022		(294	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	4		08/12/2022		(554	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	10		08/12/2022		(576	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	15		08/12/2022		(592	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	14		08/12/2022		(747	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	15		08/12/2022		(753	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	4		08/12/2022		(761	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	10		08/12/2022		(798	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	6		08/12/2022		(855	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	7		08/12/2022		(912	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	19		08/12/2022		(949	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	18		08/12/2022		(1,040	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	31		08/12/2022		(1,176	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	21		08/12/2022		(1,234	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	19		08/12/2022		(1,329	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	27		08/12/2022		(1,338	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	29		08/12/2022		(1,448	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	13		08/12/2022		(1,506	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	13		08/12/2022		(1,609	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	13		08/12/2022		(1,627	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	13		08/12/2022		(1,677	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	25		08/12/2022		(1,711	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    55

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	29		08/12/2022	$	(1,829	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	13		08/12/2022		(1,938	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	31		08/12/2022		(2,315	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	18		08/12/2022		(3,106	)
First Citizens BancShares, Inc.	LIBOR Minus 0.31%	Monthly		USD	39		08/12/2022		(5,134	)
JPQABHYS	LIBOR Minus 0.14%	Quarterly		USD	94		06/15/2022		(2,326	)
MKS Instruments, Inc.	LIBOR Minus 0.30%	Monthly		USD	16		08/12/2022		490
MKS Instruments, Inc.	LIBOR Minus 0.30%	Monthly		USD	1		08/12/2022		80
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	26		08/12/2022		4,174
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	26		08/12/2022		4,090
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	11		08/12/2022		1,193
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	8		08/12/2022		1,180
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	8		08/12/2022		944
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	6		08/12/2022		735
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	6		08/12/2022		717
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	5		08/12/2022		584
MKS Instruments, Inc.	LIBOR Minus 0.31%	Monthly		USD	2		08/12/2022		300
Realty Income Corp.	LIBOR Minus 0.28%	Monthly		USD	2		08/12/2022		(166	)
Realty Income Corp.	LIBOR Minus 0.28%	Monthly		USD	24		08/12/2022		(1,621	)
Realty Income Corp.	LIBOR Minus 0.28%	Monthly		USD	59		08/12/2022		(3,717	)
Realty Income Corp.	LIBOR Minus 0.30%	Monthly		USD	33		08/12/2022		(2,067	)
Realty Income Corp.	LIBOR Minus 0.30%	Monthly		USD	38		08/12/2022		(2,342	)
Realty Income Corp.	LIBOR Minus 0.31%	Monthly		USD	14		08/12/2022		(579	)
Realty Income Corp.	LIBOR Minus 0.31%	Monthly		USD	21		08/12/2022		(1,180	)
Realty Income Corp.	LIBOR Minus 0.31%	Monthly		USD	82		08/12/2022		(2,753	)

56    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Realty Income Corp.

LIBOR Minus 0.31%

Monthly

USD

86

08/12/2022

$

(3,573

)

Realty Income Corp.

LIBOR Minus 0.31%

Monthly

USD

126

08/12/2022

(6,885

)

Realty Income Corp.

LIBOR Minus 0.32%

Monthly

USD

11

08/12/2022

(471

)

Realty Income Corp.

LIBOR Minus 0.32%

Monthly

USD

32

08/12/2022

(1,817

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

4

08/12/2022

(989

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

7

08/12/2022

(1,674

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

36

08/12/2022

(8,585

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

37

08/12/2022

(9,946

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

43

08/12/2022

(11,295

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

46

08/12/2022

(11,436

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

46

08/12/2022

(11,494

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

45

08/12/2022

(11,785

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

48

08/12/2022

(11,875

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

57

08/12/2022

(15,295

)

S&P Global, Inc.

LIBOR Minus 0.30%

Monthly

USD

102

08/12/2022

(28,437

)

S&P Global, Inc.

LIBOR Minus 0.31%

Monthly

USD

21

08/12/2022

(5,355

)

S&P Global, Inc.

LIBOR Minus 0.31%

Monthly

USD

77

08/12/2022

(13,902

)

United Community Banks, Inc.

LIBOR Minus 0.30%

Monthly

USD

11

08/12/2022

60

United Community Banks, Inc.

LIBOR Minus 0.31%

Monthly

USD

8

08/12/2022

117

United Community Banks, Inc.

LIBOR Minus 0.31%

Monthly

USD

2

08/12/2022

(111

)

United Community Banks, Inc.

LIBOR Minus 0.31%

Monthly

USD

7

08/12/2022

(357

)

United Community Banks, Inc.

LIBOR Minus 0.31%

Monthly

USD

26

08/12/2022

(572

)

United Community Banks, Inc.

LIBOR Minus 0.31%

Monthly

USD

0

**

08/12/2022

(11

)

Ventas, Inc.

LIBOR Minus 0.29%

Monthly

USD

31

08/12/2022

520

Ventas, Inc.

LIBOR Minus 0.31%

Monthly

USD

79

08/12/2022

2,016

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    57

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	25			08/12/2022	$	1,017
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	21			08/12/2022		535
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	4			08/12/2022		227
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	6			08/12/2022		121
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	4			08/12/2022		83
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	1			08/12/2022		71
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	1			08/12/2022		31
Ventas, Inc.	LIBOR Minus 0.31%	Monthly		USD	1			08/12/2022		13
Zoom Video Communications, Inc.	LIBOR Minus 0.30%	Monthly		USD	20			08/12/2022		5,203
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	83			08/12/2022		20,848
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	72			08/12/2022		15,738
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	67			08/12/2022		15,123
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	49			08/12/2022		11,553
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	34			08/12/2022		7,025
Zoom Video Communications, Inc.	LIBOR Minus 0.31%	Monthly		USD	97			08/12/2022		223
Morgan Stanley Capital Services LLC
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly		USD	73			01/27/2022		(20,683	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.08%	Monthly		USD	176			01/27/2022		(44,518	)
Advanced Micro Devices, Inc.	LIBOR Minus 0.29%	Annual		USD	52			01/27/2022		(9,029	)
Apollo Global Management, Inc.	LIBOR Minus 0.27%	Monthly		USD	17			01/27/2022		(1,288	)
Apollo Global Management, Inc.	LIBOR Minus 0.27%	Monthly		USD	38			01/27/2022		(1,966	)
Apollo Global Management, Inc.	LIBOR Minus 0.28%	Monthly		USD	11			01/27/2022		(907	)
Apollo Global Management, Inc.	LIBOR Minus 0.29%	Monthly		USD	24			01/27/2022		885
Apollo Global Management, Inc.	LIBOR Minus 0.29%	Monthly		USD	15			01/27/2022		390
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	0	**		01/27/2022		(35	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	1			01/27/2022		(118	)

58    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)			Maturity Date		Unrealized Appreciation/ (Depreciation)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	1		01/27/2022	$	(213	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	1		01/27/2022		(232	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	2		01/27/2022		(363	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	5		01/27/2022		(380	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	18		01/27/2022		(592	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	11		01/27/2022		(747	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	21		01/27/2022		(840	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	31		01/27/2022		(1,129	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	7		01/27/2022		(1,556	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	31		01/27/2022		(1,647	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	20		01/27/2022		(1,748	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	35		01/27/2022		(2,581	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	42		01/27/2022		(3,388	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	27		01/27/2022		(6,064	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	42		01/27/2022		(8,159	)
Apollo Global Management, Inc.	LIBOR Minus 0.30%	Monthly		USD	81		01/27/2022		(10,887	)
Apollo Global Management, Inc.	LIBOR Minus 0.31%	Monthly		USD	1		01/27/2022		(218	)
Apollo Global Management, Inc.	LIBOR Minus 0.31%	Monthly		USD	1		01/27/2022		(227	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	24		01/27/2022		265
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	11		01/27/2022		171
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	2		01/27/2022		36
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	2		01/27/2022		(26	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	15		01/27/2022		(30	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	17		01/27/2022		(38	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	5		01/27/2022		(59	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    59

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	3			01/27/2022	$	(100	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	9			01/27/2022		(165	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	22			01/27/2022		(264	)
Citizens Financial Group, Inc.	LIBOR Minus 0.28%	Monthly		USD	19			01/27/2022		(717	)
Citizens Financial Group, Inc.	LIBOR Minus 0.29%	Monthly		USD	0	**		01/27/2022		2
Citizens Financial Group, Inc.	LIBOR Minus 0.30%	Monthly		USD	1			01/27/2022		(21	)
DraftKings, Inc.	LIBOR Minus 0.28%	Monthly		USD	9			01/27/2022		(1,040	)
DraftKings, Inc.	LIBOR Minus 0.28%	Monthly		USD	31			01/27/2022		(3,409	)
DraftKings, Inc.	LIBOR Minus 0.28%	Monthly		USD	59			01/27/2022		(7,850	)
MSABHOWN	LIBOR Minus 0.30%	Quarterly		USD	135			06/15/2022		(6,167	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	0	**		01/27/2022		(6	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	2			01/27/2022		(16	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	2			01/27/2022		(50	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	2			01/27/2022		(62	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	3			01/27/2022		(80	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	4			01/27/2022		(112	)
NortonLifeLock, Inc.	LIBOR Minus 0.28%	Monthly		USD	6			01/27/2022		(323	)
NortonLifeLock, Inc.	LIBOR Minus 0.30%	Monthly		USD	1			01/27/2022		9
Penn National Gaming, Inc.	LIBOR Minus 0.08%	Monthly		USD	79			01/27/2022		(8,287	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	0	**		01/27/2022		(45	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	1			01/27/2022		(94	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	8			01/27/2022		(994	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	11			01/27/2022		(1,954	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	10			01/27/2022		(1,988	)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	15			01/27/2022		(3,002	)

60    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation	Rate Paid/ Received	Payment Frequency	Current Notional (000)				Maturity Date		Unrealized Appreciation/ (Depreciation)
Penn National Gaming, Inc.	LIBOR Minus 0.28%	Monthly		USD	35			01/27/2022	$	(5,340	)
Penn National Gaming, Inc.	LIBOR Minus 0.29%	Monthly		USD	10			01/27/2022		253
Penn National Gaming, Inc.	LIBOR Minus 0.29%	Monthly		USD	1			01/27/2022		(118	)
Penn National Gaming, Inc.	LIBOR Minus 0.29%	Monthly		USD	5			01/27/2022		(285	)
Penn National Gaming, Inc.	LIBOR Minus 0.30%	Monthly		USD	0	**		01/27/2022		– 0	–
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	0	**		01/27/2022		(6	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	0	**		01/27/2022		(17	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	1			01/27/2022		(99	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	1			01/27/2022		(114	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	3			01/27/2022		(199	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	3			01/27/2022		(286	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	3			01/27/2022		(375	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	6			01/27/2022		(485	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	6			01/27/2022		(503	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	6			01/27/2022		(589	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	5			01/27/2022		(722	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	7			01/27/2022		(877	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	13			01/27/2022		(982	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	17			01/27/2022		(1,600	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	15			01/27/2022		(1,622	)
Performance Food Group Co.	LIBOR Minus 0.28%	Monthly		USD	22			01/27/2022		(2,113	)
Performance Food Group Co.	LIBOR Minus 0.29%	Monthly		USD	1			01/27/2022		(128	)
Performance Food Group Co.	LIBOR Minus 0.29%	Monthly		USD	3			01/27/2022		(362	)
Performance Food Group Co.	LIBOR Minus 0.29%	Monthly		USD	7			01/27/2022		(569	)
Performance Food Group Co.	LIBOR Minus 0.29%	Monthly		USD	5			01/27/2022		(784	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    61

PORTFOLIO OF INVESTMENTS (continued)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Performance Food Group Co.

LIBOR Minus 0.29%

Monthly

USD

9

01/27/2022

$

(786

)

Performance Food Group Co.

LIBOR Minus 0.29%

Monthly

USD

58

01/27/2022

(6,189

)

Performance Food Group Co.

LIBOR Minus 0.30%

Monthly

USD

5

01/27/2022

(187

)

RTS Futures

0.00%

Monthly

USD

77

09/16/2021

(2,696

)

RTS Futures

0.00%

Monthly

USD

282

09/16/2021

(15,324

)

South State Corp.

LIBOR Minus 0.27%

Monthly

USD

3

01/27/2022

9

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

49

01/27/2022

1,652

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

12

01/27/2022

441

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

3

01/27/2022

106

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

2

01/27/2022

94

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

3

01/27/2022

60

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

1

01/27/2022

37

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

1

01/27/2022

34

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

1

01/27/2022

28

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

0

**

01/27/2022

12

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

1

01/27/2022

10

South State Corp.

LIBOR Minus 0.28%

Monthly

USD

0

**

01/27/2022

(1

)

South State Corp.

LIBOR Minus 0.29%

Monthly

USD

31

01/27/2022

(38

)

South State Corp.

LIBOR Minus 0.30%

Monthly

USD

4

01/27/2022

93

VICI Properties, Inc.

LIBOR Minus 0.28%

Monthly

USD

3

01/27/2022

(72

)

$

(284,167

)

VARIANCE SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)			Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
UBS AG
USD/JPY 09/30/2021*		7.85	%		Maturity		USD	110	$	(34,029	)	$	– 0	–	$	(34,029	)

62    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Volatility Strike Rate			Payment Frequency		Notional Amount (000)			Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Goldman Sachs Bank USA
USD/JPY 09/30/2021*		7.20	%		Maturity		USD	88	$	21,977		$	– 0	–	$	21,977
									$	(12,052	)	$	– 0	–	$	(12,052	)

* Termination date

** Notional amount less than $500.

(a) Non-income producing security.

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

(c) Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At August 31, 2021, the aggregate market value of these securities amounted to $15,466,857 or 9.8% of net assets.

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

(e) Fair valued by the Adviser.

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

(g) Affiliated investments.

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

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

(j) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at August 31, 2021.

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

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

Currency Abbreviation:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HUF – Hungarian Forint

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

THB – Thailand Baht

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    63

PORTFOLIO OF INVESTMENTS (continued)

Glossary:

ABS – Asset-Backed Securities

ADR – American Depositary Receipt

ARMs – Adjustable Rate Mortgages

BIST – Borsa Istanbul Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

BOBL – Bundesobligationen

CBT – Chicago Board of Trade

CDOR – Canadian Dealer Offered Rate

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

CLO – Collateralized Loan Obligations

CMBS – Commercial Mortgage-Backed Securities

CPI – Consumer Price Index

EAFE – Europe, Australia, and Far East

ETF – Exchange Traded Fund

ETS – Emission Trading Scheme

EURIBOR – Euro Interbank Offered Rate

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

JSE – Johannesburg Stock Exchange

KLCI – Kuala Lumpur Composite Index

KOSPI – Korea Composite Stock Price Index

LIBOR – London Interbank Offered Rate

MSCI – Morgan Stanley Capital International

NIBOR – Norwegian Interbank Offered Rate

OAT – Obligations Assimilables du Trésor

OMXS – Stockholm Stock Exchange

OSE – Osaka Securities Exchange

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

RTS – Russian Trading System

SGX – Singapore Exchange

SOFR – Secured Overnight Financing Rate

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

WIG – Warszawski Indeks Gieldowy

(1) The following table represents the 50 largest long equity basket holdings underlying the total return swap with JPABJVAL as of August 31, 2021.

Security Description	Shares		Current Notional		Percent of Basket’s Value
Nippon Yusen Kabushiki Kaisha		94		JPY    831,083		3.7	%
SoftBank Group Corp.		124		764,704		3.4	%
Sumitomo Mitsui Financial Group, Inc.		189		719,794		3.2	%
Nintendo Co., Ltd.		13		707,354		3.1	%
Toyota Motor Corp.		64		609,357		2.7	%
Japan Tobacco, Inc.		274		583,934		2.6	%
Hoya Corp.		30		536,507		2.4	%
NEC Corp.		92		530,899		2.4	%

64    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Security Description	Shares		Current Notional		Percent of Basket’s Value
Nitto Denko Corp.		63		JPY    525,392		2.3	%
Toyo Suisan Kaisha, Ltd.		112		508,663		2.3	%
McDonald’s Holdings Co. (Japan)		96		505,226		2.2	%
SBI Holdings, Inc. (Japan)		183		489,727		2.2	%
Nabtesco Corp.		112		487,528		2.2	%
Marubeni Corp.		544		476,695		2.1	%
Brother Industries Ltd.		211		475,851		2.1	%
NGK Insulators Ltd.		260		474,548		2.1	%
TDK Corp.		40		465,765		2.1	%
Daito Trust Construction Co., Ltd.		38		463,803		2.1	%
T&D Holdings, Inc.		345		459,924		2.0	%
Mitsubishi Heavy Industries Ltd.		156		453,188		2.0	%
Taisei Corp.		131		451,133		2.0	%
ZOZO Inc.		104		436,069		1.9	%
Tokyo Electric Power Company Holding Inc.		1,452		419,743		1.9	%
Kobe Bussan Co., Ltd		85		363,965		1.6	%
Murata Manufacturing Co., Ltd.		33		298,306		1.3	%
Sony Group Corp.		24		276,570		1.2	%
Makita Corp.		27		171,582		0.8	%
Toppan, Inc.		89		168,387		0.7	%
Tokyo Electron Ltd.		3		164,135		0.7	%
AGC Inc.		30		159,211		0.7	%
Dai-ichi Life Holdings, Inc.		64		137,830		0.6	%
United Urban Investment Corp.		1		135,970		0.6	%
Yamada Holdings Co., Ltd.		282		133,195		0.6	%
Keyence Corp.		2		132,929		0.6	%
Pigeon Corp.		35		111,262		0.5	%
Orix JREIT, Inc.		1		105,117		0.5	%
Chubu Electric Power Co., Inc.		76		101,472		0.5	%
Fujitsu Ltd .		5		100,300		0.4	%
Rohm Company Ltd.		9		91,130		0.4	%
Ajinomoto Co., Inc.		27		87,616		0.4	%
Obayashi Corp.		96		86,830		0.4	%
Daiwa Securities Group, Inc.		128		79,708		0.4	%
Toshiba Corp.		16		78,536		0.3	%
Sharp Corp.		52		75,485		0.3	%
Advantest Corp.		6		57,430		0.3	%
Fuji Electric Co., Ltd.		12		55,750		0.2	%
Kurita Water Industries Ltd.		8		40,967		0.2	%
Hikari Tsushin, Inc.		1		21,241		0.1	%
Medipal Holdings Corp.		6		13,053		0.1	%
Persol Holdings Co., Ltd.		4		10,237		0.0	%
Other Long		2,692		6,882,642		30.6	%

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    65

STATEMENT OF ASSETS & LIABILITIES

August 31, 2021

Assets
Investments in securities, at value
Unaffiliated issuers (cost $99,695,134)	$	117,084,581	(a)
Affiliated issuers (cost $37,229,949—including investment of cash collateral for securities loaned of $1,351,803)		39,042,584
Cash		324,643
Cash collateral due from broker		2,884,482
Foreign currencies, at value (cost $1,297,404)		1,298,068
Unrealized appreciation on inflation swaps		1,011,817
Receivable for investment securities sold and foreign currency transactions		1,010,841
Unrealized appreciation on forward currency exchange contracts		409,922
Unaffiliated interest and dividends receivable		344,051
Unrealized appreciation on total return swaps		215,210
Affiliated dividends receivable		93,249
Receivable for shares of beneficial interest sold		25,890
Unrealized appreciation on variance swaps		21,977
Receivable for variation margin on centrally cleared swaps		5,585
Receivable for terminated total return swaps		659
Other assets		2,740
Total assets		163,776,299
Liabilities
Payable for investment securities purchased and foreign currency transactions		2,247,521
Payable for collateral received on securities loaned		1,309,953
Cash collateral due to broker		778,000
Unrealized depreciation on total return swaps		499,377
Unrealized depreciation on forward currency exchange contracts		197,533
Payable for terminated total return swaps		163,347
Payable for shares of beneficial interest redeemed		82,092
Advisory fee payable		57,608
Collateral due to securities lending agent		41,850
Distribution fee payable		36,017
Unrealized depreciation on variance swaps		34,029
Payable for variation margin on futures		7,185
Trustees’ fees payable		5,058
Transfer Agent fee payable		4,452
Foreign capital gains tax payable		127
Accrued expenses		397,908
Total liabilities		5,862,057
Net Assets	$	157,914,242
Composition of Net Assets
Shares of beneficial interest, at par	$	114
Additional paid-in capital		133,424,947
Distributable earnings		24,489,181
Net Assets	$	157,914,242

(a) Includes securities on loan with a value of $2,170,481 (see Note E).

66    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF ASSETS & LIABILITIES (continued)

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	138,752,929		10,053,149	$	13.80	*
C	$	6,257,011		454,760	$	13.76
Advisor	$	5,789,923		417,246	$	13.88
R	$	4,844,445		351,234	$	13.79
K	$	2,228,637		161,239	$	13.82
I	$	41,297		2,943	$	14.03

* The maximum offering price per share for Class A shares was $14.41 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    67

STATEMENT OF OPERATIONS

Year Ended August 31, 2021

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $57,940)	$	1,449,031
Affiliated issuers		1,400,447
Interest (net of foreign taxes withheld of $1,624)		541,379
Securities lending income		23,533		$	3,414,390
Expenses
Advisory fee (see Note B)		856,107
Distribution fee—Class A		335,193
Distribution fee—Class C		91,729
Distribution fee—Class R		23,087
Distribution fee—Class K		5,555
Transfer agency—Class A		129,793
Transfer agency—Class C		9,323
Transfer agency—Advisor Class		5,339
Transfer agency—Class R		11,390
Transfer agency—Class K		4,444
Transfer agency—Class I		48
Custody and accounting		382,285
Audit and tax		96,864
Registration fees		92,356
Printing		45,181
Legal		38,756
Trustees’ fees		20,892
Miscellaneous		42,854
Total expenses		2,191,196
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(178,730	)
Net expenses					2,012,466
Net investment income					1,401,924
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Affiliated Underlying Portfolios					(589,207	)
Investment transactions(a)					15,012,376
Forward currency exchange contracts					(115,847	)
Futures					(3,185,606	)
Swaps					565,764
Swaptions written					16,830
Foreign currency transactions					1,034,904
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					4,019,503
Investments(b)					1,822,941
Forward currency exchange contracts					615,282
Futures					1,728,556
Swaps					106,200
Swaptions written					(2,830	)
Foreign currency denominated assets and liabilities					(69,831	)
Net gain on investment and foreign currency transactions					20,959,035
Net Increase in Net Assets from Operations				$	22,360,959

(a) Net of foreign realized capital gains taxes of $3,275.

(b) Net of decrease in accrued foreign capital gains taxes on unrealized gains of $4,065.

See notes to financial statements.

68    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended August 31, 2021			Year Ended August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,401,924		$	1,754,980
Net realized gain (loss) on investment and foreign currency transactions		12,739,214			(3,635,193	)
Net realized gain distributions from Affiliated Underlying Portfolios		– 0	–		46,863
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		8,219,821			3,952,736
Contributions from Affiliates (see Note B)		– 0	–		2,404
Net increase in net assets from operations		22,360,959			2,121,790
Distributions to Shareholders
Class A		(4,585,056	)		(4,906,979	)
Class C		(264,659	)		(380,447	)
Advisor Class		(198,708	)		(234,606	)
Class R		(137,730	)		(135,975	)
Class K		(61,098	)		(192,175	)
Class I		(1,500	)		(1,234	)
Transactions in Shares of Beneficial Interest
Net decrease		(14,713,905	)		(18,377,337	)
Proceeds from third party vendor (see Note F)		– 0	–		2,403
Total increase (decrease)		2,398,303			(22,104,560	)
Net Assets
Beginning of period		155,515,939			177,620,499
End of period	$	157,914,242		$	155,515,939

See notes to financial statements.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    69

NOTES TO FINANCIAL STATEMENTS

August 31, 2021

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Conservative Wealth Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R, Class K and Class I shares. Class B and Class T shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

70    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    71

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates,

72    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

Other fixed income investments, 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    73

NOTES TO FINANCIAL STATEMENTS (continued)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

15,749,931

$

2,872,420

$

– 0

–

$

18,622,351

Financials

8,359,453

3,021,999

– 0

–

11,381,452

Consumer Discretionary

8,620,465

2,490,403

– 0

–

11,110,868

Health Care

9,070,108

2,035,270

– 0

–

11,105,378

Industrials

5,260,220

2,047,735

– 0

–

7,307,955

Communication Services

5,292,627

747,238

– 0

–

6,039,865

Materials

2,244,042

957,935

– 0

–

3,201,977

Real Estate

2,600,041

511,430

– 0

–

3,111,471

Consumer Staples

1,657,775

1,054,158

0

(a)

2,711,933

Utilities

958,614

187,187

– 0

–

1,145,801

Energy

284,188

518,761

– 0

–

802,949

Investment Companies

32,575,088

– 0

–

– 0

–

32,575,088

Governments – Treasuries

– 0

–

18,996,163

– 0

–

18,996,163

Corporates – Investment Grade

– 0

–

6,735,810

– 0

–

6,735,810

Inflation-Linked Securities

– 0

–

2,002,718

– 0

–

2,002,718

Mortgage Pass-Throughs

– 0

–

1,697,788

– 0

–

1,697,788

Governments – Sovereign Bonds

– 0

–

1,137,896

– 0

–

1,137,896

Quasi-Sovereigns

– 0

–

922,872

– 0

–

922,872

Collateralized Loan Obligations

– 0

–

850,454

– 0

–

850,454

Commercial Mortgage-Backed Securities

– 0

–

836,015

– 0

–

836,015

Collateralized Mortgage Obligations

– 0

–

778,009

– 0

–

778,009

Local Governments – Provincial Bonds

– 0

–

517,753

– 0

–

517,753

Asset-Backed Securities

– 0

–

492,911

– 0

–

492,911

Governments – Sovereign Agencies

– 0

–

419,633

– 0

–

419,633

Covered Bonds

– 0

–

244,355

– 0

–

244,355

Local Governments – Regional Bonds

– 0

–

119,650

– 0

–

119,650

Short-Term Investments

9,906,247

– 0

–

– 0

–

9,906,247

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

1,351,803

– 0

–

– 0

–

1,351,803

Total Investments in Securities

103,930,602

52,196,563

– 0

–

156,127,165

Other Financial Instruments(b):

Assets:

Futures

155,511

– 0

–

– 0

–

155,511

(c)

Forward Currency Exchange Contracts

– 0

–

409,922

– 0

–

409,922

Centrally Cleared Interest Rate Swaps

– 0

–

154,328

– 0

–

154,328

(c)

Inflation (CPI) Swaps

– 0

–

1,011,817

– 0

–

1,011,817

Total Return Swaps

– 0

–

215,210

– 0

–

215,210

Variance Swaps

– 0

–

21,977

– 0

–

21,977

74    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Investments in Securities:	Level 1			Level 2			Level 3			Total
Liabilities:
Futures	$	(771,536	)	$	– 0	–	$	– 0	–	$	(771,536	)(c)
Forward Currency Exchange Contracts		– 0	–		(197,533	)		– 0	–		(197,533	)
Centrally Cleared Interest Rate Swaps		– 0	–		(68,455	)		– 0	–		(68,455	)(c)
Centrally Cleared Credit Default Swaps		– 0	–		(244,265	)		– 0	–		(244,265	)(c)
Total Return Swaps		– 0	–		(499,377	)		– 0	–		(499,377	)
Variance Swaps		– 0	–		(34,029	)		– 0	–		(34,029	)
Total	$	103,314,577		$	52,966,158		$	– 0	–	$	156,280,735

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

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

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

3. Currency Translation

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

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

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    75

NOTES TO FINANCIAL STATEMENTS (continued)

shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are 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.

76    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $52,758 for the year ended August 31, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $2,065 from the sale of Class A shares and received $618 and $445 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended August 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended August 31, 2021, such waiver amounted to $8,604.

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until December 31, 2021. For the year ended August 31, 2021, such waivers and/or reimbursements amounted to $169,930.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    77

NOTES TO FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions in AB mutual funds for the year ended August 31, 2021 is as follows:

															Distributions
Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 8/31/21 (000)		Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	6,038	$	64,308	$	60,440	$	– 0	–	$	– 0	–	$	9,906	$	2		$	– 0	–
AB Bond Fund, Inc. – AB All Market Real Return Portfolio		19,081		370		10,736		(216	)		2,785			11,284		370			– 0	–
AB High Income Fund, Inc.		17,239		1,040		2,640		(373	)		1,235			16,501		1,028			– 0	–
Government Money Market Portfolio*		1,821		33,952		34,421		– 0	–		– 0	–		1,352		0	**		– 0	–
Total							$	(589	)	$	4,020		$	39,043	$	1,400		$	– 0	–

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

** Amount is less than $500.

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

NOTE C

Distribution Plan

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

78    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	125,209,060	$	147,041,225
U.S. government securities		42,078,319		39,795,712

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	137,451,920
Gross unrealized appreciation	$	23,285,652
Gross unrealized depreciation		(4,858,352	)
Net unrealized appreciation	$	18,427,300

1. Derivative Financial Instruments

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

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

• Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Fund bears the market risk that arises

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    79

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

During the year ended August 31, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

80    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

During the year ended August 31, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    81

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

During the year ended August 31, 2021, the Fund held written options for hedging and non-hedging purposes. During the year ended August 31, 2021, the Fund held written swaptions for hedging and non-hedging purposes.

• Swaps

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

A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by

82    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker,

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    83

NOTES TO FINANCIAL STATEMENTS (continued)

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

Interest Rate Swaps:

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

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

During the year ended August 31, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a

84    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the year ended August 31, 2021, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    85

NOTES TO FINANCIAL STATEMENTS (continued)

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

During the year ended August 31, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the year ended August 31, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

Variance Swaps:

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

During the year ended August 31, 2021, the Fund held variance swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC

86    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

During the year ended August 31, 2021, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	63,769	*	Receivable/Payable for variation margin on futures	$	56,928	*
Equity contracts	Receivable/Payable for variation margin on futures		91,742	*	Receivable/Payable for variation margin on futures		714,608	*
Credit contracts					Receivable/Payable for variation margin on centrally cleared swaps		43,521	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		152,511	*	Receivable/Payable for variation margin on centrally cleared swaps		68,454	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		409,922		Unrealized depreciation on forward currency exchange contracts		197,533

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    87

NOTES TO FINANCIAL STATEMENTS (continued)

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Unrealized appreciation on inflation swaps	$	1,011,817
Equity contracts	Unrealized appreciation on total return swaps		215,210	Unrealized depreciation on total return swaps		499,377
Foreign currency contracts	Unrealized appreciation on variance swaps		21,977	Unrealized depreciation on variance swaps		34,029
Total		$	1,966,948		$	1,614,450

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(999,182	)	$	(80,018	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(2,186,424	)		1,808,574
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(115,847	)		615,282
Interest rate contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		16,830			(2,830	)

88    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(305,466	)	$	1,231,267
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(7,072	)		(10,596	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		260,649			(191,740	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		617,653			(922,731	)
Total		$	(2,718,859)		$	2,447,208

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended August 31, 2021:

Futures:
Average notional amount of buy contracts	$	43,240,142
Average notional amount of sale contracts	$	31,789,621
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	31,416,679
Average principal amount of sale contracts	$	56,761,753
Options Written:
Average notional amount	$	308,000	(a)
Swaptions Written:
Average notional amount	$	443,370	(a)
Inflation Swaps:
Average notional amount	$	19,076,154
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	18,566,563
Centrally Cleared Inflation Swaps:
Average notional amount	$	15,560,000	(a)
Credit Default Swaps:
Average notional amount of sale contracts	$	227,200	(b)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    89

NOTES TO FINANCIAL STATEMENTS (continued)

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	1,115,300	(c)
Average notional amount of sale contracts	$	21,049,081	(d)
Total Return Swaps:
Average notional amount	$	10,819,650
Variance Swaps:
Average notional amount	$	1,269,914

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

(b) Positions were open for four months during the year.

(c) Positions were open for nine months during the year.

(d) Positions were open for six months during the year.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of August 31, 2021. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	31,802	$	(11,171	)	$	– 0	–	$	– 0	–	$	20,631
Barclays Bank PLC		659,427		(6,377	)		(521,000	)		– 0	–		132,050
BNP Paribas SA		2,628		(2,628	)		– 0	–		– 0	–		– 0	–
Citibank, NA		377,161		(48,697	)		(257,000	)		– 0	–		71,464
Deutsche Bank AG		7,004		– 0	–		– 0	–		– 0	–		7,004
Goldman Sachs Bank USA/Goldman Sachs International		136,535		(79,175	)		– 0	–		– 0	–		57,360
JPMorgan Chase Bank, NA		145,526		(145,526	)		– 0	–		– 0	–		– 0	–
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		110,847		(110,847	)		– 0	–		– 0	–		– 0	–
Natwest Markets PLC		29,628		(6,949	)		– 0	–		– 0	–		22,679
Standard Chartered Bank		29,308		(11,654	)		– 0	–		– 0	–		17,654
State Street Bank & Trust Co.		129,060		(70,740	)		– 0	–		– 0	–		58,320
Total	$	1,658,926	$	(493,764	)	$	(778,000	)	$	– 0	–	$	387,162	^

90    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Bank of America, NA

$

11,171

$

(11,171

)

$

– 0

–

$

– 0

–

$

– 0

–

Barclays Bank PLC

6,377

(6,377

)

– 0

–

– 0

–

– 0

–

BNP Paribas SA

3,367

(2,628

)

– 0

–

– 0

–

739

Citibank, NA

48,697

(48,697

)

– 0

–

– 0

–

– 0

–

Credit Suisse International

2,547

– 0

–

– 0

–

– 0

–

2,547

Goldman Sachs Bank USA/Goldman Sachs International

79,175

(79,175

)

– 0

–

– 0

–

– 0

–

HSBC Bank USA

432

– 0

–

– 0

–

– 0

–

432

JPMorgan Chase Bank, NA

218,486

(145,526

)

(72,960

)

– 0

–

– 0

–

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

237,315

(110,847

)

(126,468

)

– 0

–

– 0

–

Natwest Markets PLC

6,949

(6,949

)

– 0

–

– 0

–

– 0

–

Standard Chartered Bank

11,654

(11,654

)

– 0

–

– 0

–

– 0

–

State Street Bank & Trust Co.

70,740

(70,740

)

– 0

–

– 0

–

– 0

–

UBS AG

34,029

– 0

–

– 0

–

– 0

–

34,029

Total

$

730,939

$

(493,764

)

$

(199,428

)

$

– 0

–

$

37,747

^

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

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

2. Currency Transactions

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

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    91

NOTES TO FINANCIAL STATEMENTS (continued)

its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

92    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions surrounding securities lending for the year ended August 31, 2021 is as follows:

Market Value of Securities on Loan*	Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
							Income Earned		Advisory Fee Waived
$  2,170,481	$	1,351,803	$	932,390	$	23,126	$	407	$	196

* As of August 31, 2021.

NOTE F

Shares of Beneficial Interest

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

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class A
Shares sold		299,660			437,312		$	3,906,358		$	5,211,647
Shares issued in reinvestment of dividends and distributions		326,790			350,398			4,071,800			4,383,473
Shares converted from Class B		– 0	–		54,858			– 0	–		701,161
Shares converted from Class C		378,636			241,350			5,027,932			2,875,529
Shares redeemed		(1,671,623	)		(1,893,262	)		(21,640,581	)		(22,730,864	)
Net decrease		(666,537	)		(809,344	)	$	(8,634,491	)	$	(9,559,054	)
Class B
Shares sold		– 0	–		8		$	– 0	–	$	100
Shares converted to Class A		– 0	–		(53,971	)		– 0	–		(701,161	)
Shares redeemed		– 0	–		(403	)		– 0	–		(5,454	)
Net decrease		– 0	–		(54,366	)	$	– 0	–	$	(706,515	)
Class C
Shares sold		36,184			75,557		$	476,020		$	910,240
Shares issued in reinvestment of dividends and distributions		19,127			27,578			238,896			345,273
Shares converted to Class A		(379,065	)		(241,958	)		(5,027,932	)		(2,875,529	)
Shares redeemed		(87,125	)		(193,709	)		(1,115,502	)		(2,293,928	)
Net decrease		(410,879	)		(332,532	)	$	(5,428,518	)	$	(3,913,944	)

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    93

NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Advisor Class
Shares sold		86,461			93,625		$	1,123,346		$	1,136,658
Shares issued in reinvestment of dividends and distributions		12,869			15,478			160,868			194,255
Shares redeemed		(117,652	)		(184,853	)		(1,516,311	)		(2,174,359	)
Net decrease		(18,322	)		(75,750	)	$	(232,097	)	$	(843,446	)
Class R
Shares sold		106,346			83,991		$	1,380,459		$	1,004,375
Shares issued in reinvestment of dividends and distributions		11,036			10,843			137,730			135,975
Shares redeemed		(111,887	)		(115,240	)		(1,454,186	)		(1,428,808	)
Net increase (decrease)		5,495			(20,406	)	$	64,003		$	(288,458	)
Class K
Shares sold		7,882			18,598		$	102,146		$	223,140
Shares issued in reinvestment of dividends and distributions		4,896			15,386			61,096			192,175
Shares redeemed		(50,437	)		(299,774	)		(644,142	)		(3,487,386	)
Net decrease		(37,659	)		(265,790	)	$	(480,900	)	$	(3,072,071	)
Class I
Shares sold		198			443		$	2,603		$	5,393
Shares issued in reinvestment of dividends and distributions		88			67			1,115			850
Shares redeemed		(425	)		(7	)		(5,620	)		(92	)
Net increase (decrease)		(139	)		503		$	(1,902	)	$	6,151

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

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may

94    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

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

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    95

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

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

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR

96    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    97

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended August 31, 2021.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:

	2021			2020
Distributions paid from:
Ordinary income	$	5,248,751		$	5,317,969
Net long-term capital gains		– 0	–		533,447
Total taxable distributions paid	$	5,248,751		$	5,851,416

As of August 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,573,136
Undistributed capital gains		3,497,420
Other losses		(64,767	)(a)
Unrealized appreciation/(depreciation)		18,483,510	(b)
Total accumulated earnings/(deficit)	$	24,489,299	(c)

(a) As of August 31, 2021, the cumulative deferred loss on straddles was $64,767.

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

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2021, the Fund did not have any capital loss carryforwards.

During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additional paid-in capital.

98    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE J

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

NOTE K

Subsequent Events

At a meeting held on August 3-4, 2021, the Fund’s Board of Trustees approved various changes to the Fund, including changing the Fund’s name to “AB Sustainable Thematic Balanced Portfolio” and changes to the Fund’s principal investment strategies. In addition, the advisory fee will be revised to an annual rate of 0.50% of the Fund’s average daily net assets up to $2.5 billion, 0.40% of net assets in excess of $2.5 billion up to $5 billion, and 0.35% of net assets in excess of $5 billion. Furthermore, the Adviser will contractually agree to waive its management fees and/or bear certain expenses of the Fund until December 31, 2022 to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense and extraordinary expenses), on an annualized basis, from exceeding 1.00%, 1.75%, .75%, 1.25%, 1.00% and .75%, of average daily net assets, respectively, for Class A, Class C, Advisor Class, Class R, Class K and Class I shares. These changes will be effective on or about December 1, 2021.

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    99

FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.38			$  12.58			$  12.14			$  12.79			$  12.38
Income From Investment Operations
Net investment income(a)(b)		.12			.14			.16			.17			.38
Net realized and unrealized gain on investment transactions		1.74			.10			.37			.10			.34
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.86			.24			.53			.27			.72
Less: Dividends and Distributions
Dividends from net investment income		(.44	)		(.40	)		(.09	)		(.56	)		(.31	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.19	)		– 0	–
Total dividends and distributions		(.44	)		(.44	)		(.09	)		(.92	)		(.31	)
Net asset value, end of period		$  13.80			$  12.38			$  12.58			$  12.14			$  12.79
Total Return
Total investment return based on net asset value(d)*		15.54	%		1.77	%		4.47	%		2.14	%		5.93	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$138,753			$132,657			$145,002			$160,517			$174,667
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.25	%		1.14	%		1.05	%		1.04	%		1.01	%
Expenses, before waivers/reimbursements(e)‡		1.36	%		1.29	%		1.23	%		1.25	%		1.09	%
Net investment income(b)		.95	%		1.13	%		1.32	%		1.36	%		3.08	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

100    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.32			$  12.51			$  12.07			$  12.58			$  12.17
Income From Investment Operations
Net investment income(a)(b)		.02			.05			.07			.08			.29
Net realized and unrealized gain on investment transactions		1.75			.09			.37			.09			.32
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.77			.14			.44			.17			.61
Less: Dividends and Distributions
Dividends from net investment income		(.33	)		(.29	)		– 0	–		(.38	)		(.20	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.13	)		– 0	–
Total dividends and distributions		(.33	)		(.33	)		– 0	–		(.68	)		(.20	)
Net asset value, end of period		$  13.76			$  12.32			$  12.51			$  12.07			$  12.58
Total Return
Total investment return based on net asset value(d)*		14.64	%		.97	%		3.73	%		1.37	%		5.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$6,257			$10,667			$14,989			$22,039			$41,637
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.98	%		1.89	%		1.80	%		1.77	%		1.75	%
Expenses, before waivers/reimbursements(e)‡		2.09	%		2.04	%		1.98	%		1.98	%		1.82	%
Net investment income(b)		.18	%		.44	%		.59	%		.64	%		2.41	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    101

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.44			$  12.64			$  12.20			$  12.86			$  12.45
Income From Investment Operations
Net investment income(a)(b)		.16			.17			.19			.20			.41
Net realized and unrealized gain on investment transactions		1.76			.10			.37			.10			.33
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.92			.27			.56			.30			.74
Less: Dividends and Distributions
Dividends from net investment income		(.48	)		(.43	)		(.12	)		(.59	)		(.33	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.20	)		– 0	–
Total dividends and distributions		(.48	)		(.47	)		(.12	)		(.96	)		(.33	)
Net asset value, end of period		$  13.88			$  12.44			$  12.64			$  12.20			$  12.86
Total Return
Total investment return based on net asset value(d)*		15.82	%		2.02	%		4.81	%		2.39	%		6.15	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,790			$5,419			$6,464			$8,772			$9,274
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.00	%		.89	%		.80	%		.79	%		.75	%
Expenses, before waivers/reimbursements(e)‡		1.11	%		1.04	%		.97	%		1.00	%		.83	%
Net investment income(b)		1.20	%		1.41	%		1.58	%		1.60	%		3.26	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

102    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Class R
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.37			$  12.57			$  12.13			$  12.76			$  12.36
Income From Investment Operations
Net investment income(a)(b)		.07			.09			.11			.12			.33
Net realized and unrealized gain on investment transactions		1.75			.10			.38			.09			.32
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.82			.19			.49			.21			.65
Less: Dividends and Distributions
Dividends from net investment income		(.40	)		(.35	)		(.05	)		(.50	)		(.25	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.17	)		– 0	–
Total dividends and distributions		(.40	)		(.39	)		(.05	)		(.84	)		(.25	)
Net asset value, end of period		$  13.79			$  12.37			$  12.57			$  12.13			$  12.76
Total Return
Total investment return based on net asset value(d)*		15.05	%		1.36	%		4.06	%		1.73	%		5.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,844			$4,278			$4,604			$3,896			$4,078
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.65	%		1.53	%		1.46	%		1.45	%		1.42	%
Expenses, before waivers/reimbursements(e)‡		1.76	%		1.68	%		1.63	%		1.66	%		1.50	%
Net investment income(b)		.55	%		.74	%		.89	%		.94	%		2.63	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    103

FINANCIAL HIGHLIGHTS (continued)

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

	Class K
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.35			$  12.55			$  12.11			$  12.75			$  12.35
Income From Investment Operations
Net investment income(a)(b)		.11			.14			.15			.15			.37
Net realized and unrealized gain on investment transactions		1.74			.08			.37			.11			.32
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.85			.22			.52			.26			.69
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		(.38	)		(.08	)		(.55	)		(.29	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.18	)		– 0	–
Total dividends and distributions		(.38	)		(.42	)		(.08	)		(.90	)		(.29	)
Net asset value, end of period		$  13.82			$  12.35			$  12.55			$  12.11			$  12.75
Total Return
Total investment return based on net asset value(d)*		15.44	%		1.58	%		4.45	%		2.07	%		5.72	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,229			$2,456			$5,832			$6,734			$7,096
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.35	%		1.23	%		1.15	%		1.15	%		1.11	%
Expenses, before waivers/reimbursements(e)‡		1.46	%		1.38	%		1.32	%		1.36	%		1.19	%
Net investment income(b)		.83	%		1.12	%		1.24	%		1.23	%		2.96	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

104    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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

	Class I
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.58			$  12.78			$  12.34			$  12.82			$  12.42
Income From Investment Operations
Net investment income(a)(b)		.16			.16			.18			.25			.40
Net realized and unrealized gain on investment transactions		1.77			.11			.39			.05			.34
Contributions from Affiliates		– 0	–		.00	(c)		.00	(c)		– 0	–		– 0	–
Capital contributions		– 0	–		.00	(c)		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		1.93			.27			.57			.30			.74
Less: Dividends and Distributions
Dividends from net investment income		(.48	)		(.43	)		(.13	)		(.46	)		(.34	)
Distributions from net realized gain on investment transactions		– 0	–		(.04	)		– 0	–		(.17	)		– 0	–
Return of capital		– 0	–		– 0	–		– 0	–		(.15	)		– 0	–
Total dividends and distributions		(.48	)		(.47	)		(.13	)		(.78	)		(.34	)
Net asset value, end of period		$  14.03			$  12.58			$  12.78			$  12.34			$  12.82
Total Return
Total investment return based on net asset value(d)*		15.81	%		2.02	%		4.72	%		2.34	%		6.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$41			$39			$33			$10			$36
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.01	%		.91	%		.86	%		.73	%		.78	%
Expenses, before waivers/reimbursements(e)‡		1.13	%		1.06	%		1.02	%		.94	%		.86	%
Net investment income(b)		1.18	%		1.33	%		1.46	%		1.99	%		3.25	%
Portfolio turnover rate		120	%		96	%		100	%		90	%		86	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.14	%		.17	%		.20	%		.25	%		.22	%

See footnote summary on page 106.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    105

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended August 31, 2021, August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .11%, .15%, .17%, .21% and .08%, respectively.

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

See notes to financial statements.

106    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Conservative Wealth Strategy

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Conservative Wealth Strategy (the “Fund”) (one of the series constituting The AB Portfolios (the “Company”)), including the portfolio of investments, as of August 31, 2021, and the related statement 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 related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The AB Portfolios) at August 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    107

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

October 28, 2021

108    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

2021 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended August 31, 2021. For individual shareholders, the Fund designates 25.18% of dividends paid as qualified dividend income. For corporate shareholders, 35.12% of dividends paid qualify for the dividends received deduction. For foreign shareholders, 5.90% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

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 2022.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    109

TRUSTEES

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

Custodian and Accounting Agent State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc.
501 Commerce Street
Nashville, TN 37203 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP One Manhattan West New York, NY 10001

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

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

110    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Onur Erzan,# 45 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. Prior to joining the firm in January 2021, he spent 20 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		75	None

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    111

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr.,## Chairman of the Board 80 (2005)	Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 all 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 AB Funds since February 2014.		75	None

112    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Jorge A. Bermudez,## 70 (2020)	Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		75	Moody’s Corporation since April 2011
Michael J. Downey,## 77 (2005)	Private Investor since prior to 2016. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 until January 2019. 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.		75	None

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    113

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Nancy P. Jacklin,## 73 (2006)	Private Investor since prior to 2016. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		75	None
Jeanette W. Loeb,## 69 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		75	Apollo Investment Corp. (business development company) since August 2011

114    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Carol C. McMullen,## 66 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		75	None

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    115

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Garry L. Moody,## 69 (2008)	Private Investor since prior to 2016. 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), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; 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 the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		75	None

116    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Earl D. Weiner,## 82 (2007)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.		73	None

* The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 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. Erzan 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.

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    117

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 45	President and Chief Executive Officer	See biography above.
Alexander Barenboym 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016.
Daniel J. Loewy 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer and Head of Multi-Asset Solutions and Chief Investment Officer for Dynamic Asset Allocation.
Defne Ozaltun 30	Vice President	Senior Portfolio Analyst for the Adviser’s Multi-Asset Solutions team and Vice President of the Adviser**, with which she has been associated since prior to 2016.
Emilie D. Wrapp 65	Clerk	Senior Vice President, Assistant General Counsel and Assistant Clerk of ABI**, with which she has been associated since prior to 2016.
Michael B. Reyes 45	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2016.
Joseph J. Mantineo 62	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
Phyllis J. Clarke 60	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2016.
Vincent S. Noto 56	Chief Compliance Officer	Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

118    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

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

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

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

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

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

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

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

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    119

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

120    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

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

At a meeting of the Board of Trustees of The AB Portfolios (the “Company”) held by video conference on August 3-4, 2021 (the “Meeting”), the Adviser recommended an amendment to the Company’s then-current Advisory Agreement with the Adviser (the “Amended Agreement”) to effect a fee reduction in respect of AB Conservative Wealth Strategy (the “Fund”). The Adviser also recommended various other changes to the Fund, including changes to the Fund’s non-fundamental principal investment strategies and a change in the Fund’s name to “AB Sustainable Thematic Balanced Portfolio.” These changes will be effective on or about December 1, 2021.

At the recommendation of the Adviser, the disinterested trustees (the “directors”) unanimously approved the Adviser’s proposals, including the Amended Agreement, conditioned on the Adviser’s agreement to pay the out-of-pocket expenses of implementing such proposals, other than the fees and expenses of their independent counsel, to the extent such expenses are not covered by the Adviser as a result of an effective expense limitation agreement. At the Meeting, the directors also approved the continuance of the Fund’s then-current Advisory Agreement for an additional annual term or, if earlier, until such time as the Amended Agreement takes effect.

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

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    121

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the proposed advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Amended Advisory Agreement, including the proposed advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The directors noted that the proposed lowering of the advisory fee would benefit the Fund and its shareholders. The directors noted that the Adviser was reducing the advisory fee for business reasons, and had assured them that there would be no diminution in the nature or quality of services to the Fund. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2019 and 2020 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and

122    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the then-current Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2020. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2019 was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s recent unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2021 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the then-current advisory fee rate payable by the Fund to the Adviser under the then-current Advisory Agreement and the

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    123

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

The directors also considered the Adviser’s fee schedule for separately managed accounts managed by it that utilize investment strategies similar to those proposed for the Fund.

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

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

With respect to the Fund’s proposed advisory fee, the directors considered the pro forma total expense ratio of the Class A shares of the Fund that gave effect to the proposed fee reduction for the entire fiscal year. The directors considered the Adviser’s proposed expense cap for the Fund’s

124    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

Class A shares, with corresponding expense caps for the other classes of shares, for an initial period to end no earlier than December 31, 2022. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment adviser, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s pro forma expense ratio was acceptable.

Economies of Scale

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

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    125

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio¹

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio¹

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

1 Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee^™ US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee^™ High Yield Portfolio.

126    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    127

NOTES

128    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    129

NOTES

130    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

NOTES

abfunds.com AB CONSERVATIVE WEALTH STRATEGY    ^|    131

NOTES

132    ^|    AB CONSERVATIVE WEALTH STRATEGY abfunds.com

AB CONSERVATIVE WEALTH STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

CW-0151-0821                

AUG    ^08.31.21

ANNUAL REPORT

AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

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

⁺  Applying differentiated investment insights through a connected global research network

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

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

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

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

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

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

ANNUAL REPORT

October 5, 2021

This report provides management’s discussion of fund performance for the AB Tax-Managed All Market Income Portfolio for the annual reporting period ended August 31, 2021.

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

NAV RETURNS AS OF AUGUST 31, 2021 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO
Class A Shares		8.95%		14.87%
Class C Shares		8.47%		13.97%
Advisor Class Shares1		9.08%		15.13%
Primary Benchmark: Bloomberg 5-Year GO Municipal Bond Index		1.55%		1.45%
MSCI ACWI (net)		13.80%		28.64%

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its primary benchmark, the Bloomberg 5-Year General Obligation (“GO”) Municipal Bond Index, and the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net) for the six- and 12-month periods ended August 31, 2021.

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

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

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

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities recorded strong double-digit returns for the 12-month period ended August 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased in the middle of the period as the rapid economic recovery triggered inflationary fears and prompted intervals of style rotation as growth- and value-oriented shares traded leadership. Global monetary policy remained dovish and markets were calmed after the US Federal Reserve (the “Fed”) and key central banks emphasized the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely. At the end of the period, market sentiment fluctuated under the overhang of rapidly rising coronavirus delta variant cases and the fear of sudden tapering of asset purchases by the Fed. Global markets were reassured after Fed Chair Jerome Powell reaffirmed previous comments regarding the possible timing of tapering and rate hikes. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and despite intervals of market rotation, value-style stocks outperformed their growth-style peers.

Fixed-income market returns were mixed as longer-term treasury yields diverged according to region, with government bonds in Canada, the US and the UK falling, while government bonds in the eurozone, Japan and Australia advanced. Low interest rates also set the stage for a sharp rebound in risk assets. Emerging- and developed-market high-yield corporate bonds and high-yield emerging-market sovereign bonds led significant gains as investors searched for higher yields. Emerging- and developed-market investment-grade corporate bonds also advanced. Investment-grade bonds in the eurozone outperformed the US as yields fell in the eurozone in tandem with government bond yields. Emerging-market local-currency bonds gained, as the US dollar fell against the majority of developed- and emerging-market currencies. Securitized assets outperformed US Treasuries, particularly among commercial mortgage-backed securities. Brent crude and copper prices rose sharply as the global economy continued to recover from the pandemic. Municipal bonds had positive returns over the six and 12-month periods. Higher-income municipal bonds outperformed higher-quality municipal bonds as the credit risk premium declined amid improving economic conditions.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    3

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

The municipal components may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of August 31, 2021, the Fund’s percentages of total investments in insured bonds and in insured bonds that have been pre-refunded or escrowed to maturity were 6.15% and 0.00%, respectively.

INVESTMENT POLICIES

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

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

The Fund intends to meet the tax requirement for passing municipal bond interest through to Fund shareholders as tax-exempt interest dividends, which currently requires that at least 50% of the Fund’s assets be invested in tax-exempt debt securities. In the event that the

(continued on next page)

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

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

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

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

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

Currency exchange rate fluctuation can have a dramatic impact on returns. The Fund’s foreign currency exposures will come from

(continued on next page)

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

investment in securities priced or denominated in foreign currencies and from direct holdings in foreign currencies and currency-related derivatives. The Adviser may seek to hedge all or a portion of the currency exposure resulting from Fund investments or decide not to hedge this exposure.

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

DISCLOSURES AND RISKS

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

High-Yield Debt Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    7

DISCLOSURES AND RISKS (continued)

higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

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

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

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

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

DISCLOSURES AND RISKS (continued)

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

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

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

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

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

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

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

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    9

DISCLOSURES AND RISKS (continued)

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

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

An Important Note About Historical Performance

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

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

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

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

8/31/2011 TO 8/31/2021

This chart illustrates the total value of an assumed $10,000 investment in AB Tax-Managed All Market Income Portfolio Class A shares (from 8/31/2011 to 8/31/2021) as compared to the performance of the Fund’s benchmarks. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    11

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		14.87%		10.03%
5 Years		5.75%		4.83%
10 Years		5.35%		4.89%
CLASS C SHARES
1 Year		13.97%		12.97%
5 Years		4.96%		4.96%
10 Years1		4.58%		4.58%
ADVISOR CLASS SHARES2
1 Year		15.13%		15.13%
5 Years		6.01%		6.01%
10 Years		5.63%		5.63%

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

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

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

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

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		7.89%
5 Years		4.21%
10 Years		5.06%
CLASS C SHARES
1 Year		10.77%
5 Years		4.33%
10 Years1		4.74%
ADVISOR CLASS SHARES2
1 Year		12.95%
5 Years		5.39%
10 Years		5.79%

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    13

HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		6.82%
5 Years		2.87%
10 Years		4.13%
CLASS C SHARES
1 Year		10.00%
5 Years		3.24%
10 Years1		3.99%
ADVISOR CLASS SHARES2
1 Year		11.73%
5 Years		3.98%
10 Years		4.82%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		4.89%
5 Years		3.17%
10 Years		3.99%
CLASS C SHARES
1 Year		6.56%
5 Years		3.27%
10 Years1		3.72%
ADVISOR CLASS SHARES2
1 Year		7.91%
5 Years		4.10%
10 Years		4.60%

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

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

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

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    15

EXPENSE EXAMPLE (continued)

	Beginning Account Value March 1, 2021		Ending Account Value August 31, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,089.50	$	5.21		0.99	%	$	5.27		1.00	%
Hypothetical**	$	1,000	$	1,020.21	$	5.04		0.99	%	$	5.09		1.00	%
Class C
Actual	$	1,000	$	1,084.70	$	9.14		1.74	%	$	9.20		1.75	%
Hypothetical**	$	1,000	$	1,016.43	$	8.84		1.74	%	$	8.89		1.75	%
Advisor Class
Actual	$	1,000	$	1,090.80	$	3.90		0.74	%	$	3.95		0.75	%
Hypothetical**	$	1,000	$	1,021.48	$	3.77		0.74	%	$	3.82		0.75	%

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

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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

PORTFOLIO SUMMARY

August 31, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $96.2

1 All data are as of August 31, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” weightings represent 0.9% or less in the following sectors: Industrial, Risk Share Floating Rate and Utilities.

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    17

PORTFOLIO SUMMARY (continued)

August 31, 2021 (unaudited)

1 All data are as of August 31, 2021. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

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

PORTFOLIO OF INVESTMENTS

August 31, 2021

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 57.3%
Long-Term Municipal Bonds – 55.5%
Alabama – 0.8%
Black Belt Energy Gas District (Morgan Stanley) Series 2019-A 4.00%, 12/01/2049	$	265	$	301,729
Lower Alabama Gas District (The) (Goldman Sachs Group, Inc. (The)) Series 2016-A 5.00%, 09/01/2046		100		148,534
Tuscaloosa County Industrial Development Authority (Hunt Refining Co.) Series 2019-A 5.25%, 05/01/2044(a)		250		293,858
				744,121
Arizona – 0.7%
Arizona Industrial Development Authority (Arizona Industrial Development Authority) Series 2019-2 – Class A 3.625%, 05/20/2033		141		160,016
Arizona Industrial Development Authority (Legacy Cares, Inc.) Series 2020 7.75%, 07/01/2050(a)		100		120,362
Glendale Industrial Development Authority (Beatitudes Campus Obligated Group (The)) Series 2017 5.00%, 11/15/2040		235		253,460
Tempe Industrial Development Authority (Mirabella at ASU, Inc.) Series 2017-A 6.125%, 10/01/2047(a)		110		122,437
				656,275
California – 1.6%
California Community Housing Agency (California Community Housing Agency Brio Apartments & Next on Lex Apartments) Series 2021 4.00%, 02/01/2056(a)		150		167,967

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
California Health Facilities Financing Authority (Lucile Salter Packard Children’s Hospital at Stanford Obligated Group) Series 2022-A 4.00%, 05/15/2051(b)	$	500	$	574,527
California School Finance Authority (Bright Star Schools Obligated Group) Series 2017 5.00%, 06/01/2054(a)		250		282,542
CSCDA Community Improvement Authority (CSCDA Community Improvement Authority Altana Apartments) Series 2021 4.00%, 10/01/2056(a)		100		108,551
Golden State Tobacco Securitization Corp. Series 2018-A 5.00%, 06/01/2047		200		206,650
Los Angeles Department of Water & Power (Los Angeles Department of Water & Power Power System Revenue) Series 2020-A 5.00%, 07/01/2029		180		238,361
				1,578,598
Colorado – 0.8%
City & County of Denver CO Airport System Revenue (Denver Intl Airport) Series 2018-A 5.00%, 12/01/2028		545		697,621
Douglas County Housing Partnership (Bridgewater Castle Rock ALF LLC) Series 2021 5.375%, 01/01/2041(a)		100		102,088
				799,709
Connecticut – 1.3%
State of Connecticut Special Tax Revenue Series 2012 5.00%, 01/01/2027		1,135		1,206,882
Delaware – 0.2%
State of Delaware Series 2017 5.00%, 03/01/2022		225		230,474

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
District of Columbia – 0.2%
District of Columbia Tobacco Settlement Financing Corp. Series 2006 Zero Coupon, 06/15/2055	$	1,625	$	158,255
Florida – 6.7%
Cape Coral Health Facilities Authority (Gulf Care, Inc. Obligated Group) Series 2015 6.00%, 07/01/2050(a)		270		290,275
Capital Projects Finance Authority/FL (CAPFA Capital Corp. 2000F) Series 2020-A 5.00%, 10/01/2034		500		622,086
Capital Trust Agency, Inc. (Aviva Senior Life) Series 2017 5.00%, 07/01/2046(a)		240		253,951
Central Florida Expressway Authority AGM Series 2021-D 5.00%, 07/01/2034		1,315		1,764,321
County of Broward FL Airport System Revenue Series 2019-A 5.00%, 10/01/2036		500		635,849
County of Miami-Dade FL (County of Miami-Dade FL Spl Tax) Series 2012-A 5.00%, 10/01/2025 (Pre-refunded/ETM)		560		589,501
County of Miami-Dade FL Aviation Revenue Series 2014-B 5.00%, 10/01/2025		665		759,401
Florida Higher Educational Facilities Financial Authority (Ringling College of Art & Design, Inc.) Series 2019 5.00%, 03/01/2049		315		372,989
North Broward Hospital District Series 2017-B 5.00%, 01/01/2037-01/01/2048		425		496,793
Tampa Bay Water Series 2011-A 5.00%, 10/01/2023		650		652,537
				6,437,703

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    21

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Georgia – 3.5%
Augusta Development Authority (AU Health System Obligated Group) Series 2018 5.00%, 07/01/2030	$	200	$	236,226
City of Atlanta GA Department of Aviation Series 2014-A 5.00%, 01/01/2028		625		694,830
Development Authority for Fulton County (Georgia Tech Athletic Association) Series 2019 5.00%, 10/01/2035		835		1,063,701
Main Street Natural Gas, Inc. (Royal Bank of Canada) Series 2018-C 4.00%, 08/01/2048		450		484,893
Main Street Natural Gas, Inc. (Citigroup, Inc.) Series 2021-C 4.00%, 05/01/2052(b)		220		263,160
Private Colleges & Universities Authority (Savannah College of Art & Design, Inc.) Series 2014 5.00%, 04/01/2044		210		228,448
State of Georgia Series 2021-A 5.00%, 07/01/2029		305		403,889
				3,375,147
Guam – 0.3%
Territory of Guam (Territory of Guam Business Privilege Tax) Series 2011-A 5.125%, 01/01/2042		300		304,777
Illinois – 5.9%
Chicago Board of Education Series 2012-A 5.00%, 12/01/2042		525		548,343
Series 2016-A 7.00%, 12/01/2044		100		122,250
Series 2017-B 6.75%, 12/01/2030(a)		135		180,887
7.00%, 12/01/2042(a)		100		132,268
Chicago O’Hare International Airport (TrIPs Obligated Group) Series 2018 5.00%, 07/01/2033		105		128,832

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
City of Chicago IL Series 2014-A 5.00%, 01/01/2035	$	100	$	108,305
Illinois Finance Authority (Ascension Health Credit Group) Series 2016-C 5.00%, 02/15/2041		415		500,415
Illinois Finance Authority (CHF-Chicago LLC) Series 2017-A 5.00%, 02/15/2047		210		242,131
Illinois Finance Authority (Rosalind Franklin University of Medicine & Science) Series 2017-C 5.00%, 08/01/2049		425		494,446
Illinois Finance Authority (Park Place of Elmhurst Obligated Group) Series 2021 5.125%, 05/15/2060		448		449,617
Metropolitan Pier & Exposition Authority Series 2012 Zero Coupon, 12/15/2041-12/15/2050		675		350,264
Series 2017-A 5.00%, 06/15/2057		115		136,405
Series 2017-B Zero Coupon, 12/15/2054		150		57,520
Railsplitter Tobacco Settlement Authority Series 2017 5.00%, 06/01/2023		365		395,446
State of Illinois Series 2013 5.00%, 07/01/2022		315		327,432
Series 2016 5.00%, 02/01/2027-02/01/2028		650		785,175
Series 2017-A 5.00%, 12/01/2025		135		158,877
Series 2017-D 5.00%, 11/01/2024-11/01/2028		480		567,413
				5,686,026
Indiana – 0.2%
Indiana Finance Authority (RES Polyflow Indiana LLC) Series 2019 7.00%, 03/01/2039(a)		185		178,857

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    23

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Iowa – 1.0%
Iowa Finance Authority (Iowa Fertilizer Co. LLC) Series 2013-B 5.25%, 12/01/2050	$	110	$	120,738
Iowa Finance Authority (Iowa Finance Authority State Revolving Fund) Series 2020-A 5.00%, 08/01/2026		385		470,871
Xenia Rural Water District Series 2016 5.00%, 12/01/2031		340		399,615
				991,224
Kansas – 0.3%
Wyandotte County-Kansas City Unified Government (Wyandotte County-Kansas City Unified Government Sales Tax) Series 2018 4.50%, 06/01/2040		275		289,278
Kentucky – 1.2%
Kentucky Economic Development Finance Authority (Owensboro Health, Inc. Obligated Group) Series 2017-A 5.00%, 06/01/2037		315		369,265
Kentucky Economic Development Finance Authority (Baptist Healthcare System Obligated Group) Series 2017-B 5.00%, 08/15/2037		410		495,106
Kentucky Public Energy Authority (Morgan Stanley) Series 2019-C 4.00%, 02/01/2050		220		260,588
				1,124,959
Louisiana – 0.5%
New Orleans Aviation Board Series 2017-B 5.00%, 01/01/2048		400		475,113

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Maryland – 0.9%
City of Baltimore MD (East Baltimore Research Park Project) Series 2017-A 5.00%, 09/01/2038	$	100	$	114,082
County of Frederick MD (Mount St. Mary’s University, Inc.) Series 2017-A 5.00%, 09/01/2045(a)		215		239,565
Maryland State Transportation Authority Series 2021-A 5.00%, 07/01/2032		340		464,874
				818,521
Massachusetts – 1.7%
Commonwealth of Massachusetts Series 2019-C 5.00%, 05/01/2022		355		366,650
Massachusetts Development Finance Agency Series 2012-A 5.25%, 07/01/2042 (Pre-refunded/ETM)		635		661,815
Massachusetts Development Finance Agency (Lawrence General Hospital Obligated Group) Series 2017 5.00%, 07/01/2047		320		310,002
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017 8.00%, 12/01/2022(c)		235		228,213
Series 2017-A 7.75%, 12/01/2044(c)		100		98,808
				1,665,488
Michigan – 2.1%
City of Detroit MI Series 2018 5.00%, 04/01/2036-04/01/2037		65		76,577
Detroit City School District Series 2012-A 5.00%, 05/01/2023		395		407,622
Grand Rapids Economic Development Corp. (Beacon Hill at Eastgate) Series 2017-A 5.00%, 11/01/2047		325		352,409

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    25

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Michigan Finance Authority (Great Lakes Water Authority Water Supply System) AGM Series 2014-D2 5.00%, 07/01/2028	$	500	$	567,362
Michigan Finance Authority (Michigan Finance Authority Tobacco Settlement Revenue) Series 2020-B Zero Coupon, 06/01/2065		235		31,818
Michigan State Hospital Finance Authority (Trinity Health Corp.) Series 2017-C 5.00%, 12/01/2023		445		493,104
Michigan Tobacco Settlement Finance Authority (Tobacco Settlement Financing Corp./MI) Series 2008-C Zero Coupon, 06/01/2058		1,000		50,501
				1,979,393
Minnesota – 0.1%
City of Minneapolis MN/St. Paul Housing & Redevelopment Authority (Allina Health Obligated Group) NATL Series 1998 0.105%, 08/01/2028(d)		75		75,000
Missouri – 0.8%
Cape Girardeau County Industrial Development Authority (SoutheastHEALTH Obligated Group) Series 2017-A 5.00%, 03/01/2036		470		550,860
Lee’s Summit Industrial Development Authority (John Knox Village Obligated Group) Series 2016-A 5.00%, 08/15/2046		245		266,366
				817,226
Nevada – 0.1%
State of Nevada Department of Business & Industry (Fulcrum Sierra Biofuels LLC) Series 2018 6.95%, 02/15/2038(a)		100		108,521

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
New Jersey – 5.2%
New Jersey Economic Development Authority (New Jersey Economic Development Authority State Lease) Series 2013 5.00%, 03/01/2030	$	685	$	732,202
Series 2014-P 5.00%, 06/15/2029		500		561,340
New Jersey Economic Development Authority (North Star Academy Charter School of Newark, Inc.) Series 2017 5.00%, 07/15/2047		415		479,692
New Jersey Economic Development Authority (Port Newark Container Terminal LLC) Series 2017 5.00%, 10/01/2047		415		480,789
New Jersey Health Care Facilities Financing Authority (RWJ Barnabas Health Obligated Group) Series 2019 5.00%, 07/01/2042		375		438,711
New Jersey Transportation Trust Fund Authority (New Jersey Transportation Trust Fund Authority State Lease) Series 2019 5.00%, 06/15/2038		250		310,560
New Jersey Turnpike Authority Series 2014-A 5.00%, 01/01/2029		675		762,863
Series 2021-A 4.00%, 01/01/2042		500		596,553
Tobacco Settlement Financing Corp./NJ Series 2018-B 5.00%, 06/01/2046		515		612,038
				4,974,748
New York – 1.9%
County of Nassau NY Series 2017-C 5.00%, 10/01/2026		225		274,706

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Metropolitan Transportation Authority Series 2019-D 5.00%, 09/01/2022	$	310	$	324,494
New York City Transitional Finance Authority Building Aid Revenue (New York City Transitional Finance Authority Building Aid Revenue State Lease) Series 2018-S 5.00%, 07/15/2032		195		247,125
New York Counties Tobacco Trust V Series 2005 Zero Coupon, 06/01/2050		550		97,760
New York Liberty Development Corp. (Goldman Sachs Headquarters LLC) Series 2005 5.25%, 10/01/2035		200		287,246
New York Transportation Development Corp. (Laguardia Gateway Partners LLC) Series 2016-A 5.00%, 07/01/2041		460		514,916
New York Transportation Development Corp. (Delta Air Lines, Inc.) Series 2020 4.375%, 10/01/2045		100		118,543
				1,864,790
North Carolina – 0.3%
North Carolina Medical Care Commission (United Church Homes & Services Obligated Group) Series 2017 5.00%, 09/01/2041		250		270,887
Ohio – 2.0%
Buckeye Tobacco Settlement Financing Authority Series 2020-B Zero Coupon, 06/01/2057		395		64,871
County of Allen OH Hospital Facilities Revenue (Bon Secours Mercy Health, Inc.) Series 2017-A 5.00%, 08/01/2028		315		397,364

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
County of Cuyahoga/OH (MetroHealth System (The)) Series 2017 5.00%, 02/15/2042	$	560	$	660,711
County of Miami OH (Kettering Health Network Obligated Group) Series 2019 5.00%, 08/01/2033		195		245,701
Ohio Air Quality Development Authority (Energy Harbor Generation LLC) Series 2009-D 4.25%, 08/01/2029		250		250,394
Ohio University Series 2012 5.00%, 12/01/2042 (Pre-refunded/ETM)		220		228,033
Ohio Water Development Authority Water Pollution Control Loan Fund (Energy Harbor Nuclear Generation LLC) Series 2016-A 4.375%, 06/01/2033		45		45,962
				1,893,036
Oregon – 0.1%
Yamhill County Hospital Authority (Friendsview Manor Obligated Group) Series 2021-B 1.75%, 11/15/2026		100		100,306
Pennsylvania – 2.5%
Allegheny County Hospital Development Authority (UPMC Obligated Group) Series 2019 5.00%, 07/15/2030		305		394,841
Allentown Neighborhood Improvement Zone Development Authority Series 2017 5.00%, 05/01/2042(a)		220		255,170
Commonwealth of Pennsylvania Series 2016 5.00%, 09/15/2023		600		658,680
Crawford County Hospital Authority (Meadville Medical Center Obligated Group) Series 2016-A 6.00%, 06/01/2051		215		232,826

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Pennsylvania Economic Development Financing Authority (PA Bridges Finco LP) Series 2015 5.00%, 12/31/2034	$	220	$	259,848
Pennsylvania Higher Educational Facilities Authority (University of Pennsylvania Health System Obligated Group (The)) Series 2022 4.00%, 08/15/2042(b)		500		582,222
				2,383,587
Puerto Rico – 3.2%
Children’s Trust Fund Series 2008A Zero Coupon, 05/15/2057		2,000		132,086
Commonwealth of Puerto Rico Series 2006-A 5.25%, 07/01/2023(e)(f)		20		18,825
Series 2011-A 5.75%, 07/01/2024(e)(f)		40		37,050
Series 2012-A 5.50%, 07/01/2039(e)(f)		65		58,338
Series 2014-A 8.00%, 07/01/2035(e)(f)		100		84,875
GDB Debt Recovery Authority of Puerto Rico Series 2018 7.50%, 08/20/2040		77		72,248
Puerto Rico Commonwealth Aqueduct & Sewer Authority Series 2008-A 6.125%, 07/01/2024		15		16,448
Series 2012-A 5.00%, 07/01/2022-07/01/2033		90		93,575
5.125%, 07/01/2037		25		26,019
5.25%, 07/01/2029-07/01/2042		120		125,016
5.50%, 07/01/2028		30		31,316
5.75%, 07/01/2037		30		31,378
6.00%, 07/01/2047		30		31,433
Puerto Rico Electric Power Authority Series 2007-T 5.00%, 07/01/2032-07/01/2037(e)(f)		175		171,063
AGM Series 2007-V 5.25%, 07/01/2031		245		287,308
Series 2008-W 5.375%, 07/01/2024(e)(f)		45		44,213

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
5.00%, 07/01/2028(e)(f)	$	90	$	87,975
5.50%, 07/01/2036(e)(f)		100		98,375
Series 2010-A 5.25%, 07/01/2030(e)(f)		55		53,969
Series 2010-C 5.00%, 07/01/2021(f)(g)		25		24,438
5.25%, 07/01/2028(e)(f)		65		63,781
Series 2010-D 5.00%, 07/01/2021(g)		15		14,681
Series 2010-X 5.25%, 07/01/2040(e)(f)		70		68,688
Series 2010-Z 5.25%, 07/01/2024(e)(f)		25		24,531
Series 2012-A 5.00%, 07/01/2029(e)(f)		40		39,100
Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth (AES Puerto Rico LP) Series 2000 6.625%, 06/01/2026		225		232,313
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue Series 2018-A Zero Coupon, 07/01/2024-07/01/2046		434		153,174
Series 2019-A 4.329%, 07/01/2040		100		113,428
5.00%, 07/01/2058		772		891,937
				3,127,581
Tennessee – 0.5%
Bristol Industrial Development Board (Bristol Industrial Development Board Sales Tax) Series 2016-A 5.125%, 12/01/2042(a)		280		272,673
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board (Trousdale Foundation Obligated Group) Series 2018-A 6.25%, 04/01/2049(a)		100		50,845
Tennessee Housing Development Agency Series 2017 4.00%, 07/01/2048		190		206,159
				529,677

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    31

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Texas – 4.5%
City of Houston TX Series 2017-A 5.00%, 03/01/2026	$	405	$	487,318
Harris County-Houston Sports Authority AGM Series 2014-A 5.00%, 11/15/2025		615		697,190
Irving Hospital Authority (Baylor Medical Center at Irving) Series 2017-A 5.00%, 10/15/2044		500		584,107
New Hope Cultural Education Facilities Finance Corp. (Longhorn Village) Series 2017 5.00%, 01/01/2037		325		353,332
New Hope Cultural Education Facilities Finance Corp. (BSPV – Plano LLC) Series 2019 7.25%, 12/01/2053		35		25,688
Red River Education Finance Corp. (St. Edward’s University, Inc.) Series 2016 5.00%, 06/01/2046		90		103,865
State of Texas Series 2021-B 5.00%, 08/01/2028		365		464,576
Tarrant County Cultural Education Facilities Finance Corp. (Trinity Terrace Project) Series 2014-A1 5.00%, 10/01/2044		300		330,727
Tarrant County Cultural Education Facilities Finance Corp. (Stayton at Museum Way) Series 2020-A 5.75%, 12/01/2054		180		192,751
Texas Private Activity Bond Surface Transportation Corp. (NTE Mobility Partners Segments 3 LLC) Series 2019 5.00%, 06/30/2058		230		279,017
University of North Texas System Series 2020-A 5.00%, 04/15/2025		400		466,497

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Uptown Development Authority Series 2017-A 5.00%, 09/01/2040	$	325	$	369,246
				4,354,314
Utah – 0.3%
City of Salt Lake City UT Airport Revenue Series 2018-A 5.00%, 07/01/2048		255		310,367
Vermont – 0.4%
Vermont Economic Development Authority (Casella Waste Systems, Inc.) Series 2013 4.625%, 04/01/2036(a)		100		119,389
Vermont Economic Development Authority (Wake Robin Corp.) Series 2017-A 5.00%, 05/01/2047		235		264,781
				384,170
Virginia – 1.4%
County of Loudoun VA Series 2021-A 5.00%, 12/01/2026		415		512,751
Richmond Redevelopment & Housing Authority (American Tobacco Holdings LLC) Series 2017 5.55%, 01/01/2037(a)		220		231,677
Tobacco Settlement Financing Corp./VA Series 2007-B1 5.00%, 06/01/2047		410		412,714
Virginia College Building Authority (Virginia College Building Authority State Lease) Series 2020 5.00%, 02/01/2027		155		191,706
				1,348,848
Washington – 1.3%
Kalispel Tribe of Indians Series 2018-B 5.25%, 01/01/2038(a)		155		185,897
King County Public Hospital District No. 1 Series 2018 5.00%, 12/01/2031		265		335,929

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

PORTFOLIO OF INVESTMENTS (continued)

	Principal Amount (000)		U.S. $ Value
Washington State Housing Finance Commission Series 2012-A 6.75%, 10/01/2047 (Pre-refunded/ETM)(a)	$	340	$	363,567
Washington State Housing Finance Commission (Presbyterian Retirement Communities Northwest Obligated Group) Series 2016-A 5.00%, 01/01/2046(a)		315		344,952
				1,230,345
Wisconsin – 1.0%
Wisconsin Public Finance Authority (Bancroft Neurohealth Obligated Group) Series 2016 5.125%, 06/01/2048(a)		160		177,700
Wisconsin Public Finance Authority (Celanese US Holdings LLC) Series 2016-A 5.00%, 01/01/2024		265		290,904
Wisconsin Public Finance Authority (Gannon University) Series 2017 5.00%, 05/01/2042-05/01/2047		410		471,731
				940,335
Total Long-Term Municipal Bonds (cost $49,860,493)				53,414,538
Short-Term Municipal Notes – 1.8%
New York – 1.8%
New York City Health and Hospitals Corp. Series 2008-E 0.02%, 02/15/2026(h)		850		850,000
County of Clark Department of Aviation Series 2014-D 0.02%, 07/01/2040(h)		850		850,000
				1,700,000
Total Municipal Obligations (cost $51,560,493)				55,114,538

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
COMMON STOCKS – 30.6%
Information Technology – 6.7%
Electronic Equipment, Instruments & Components – 0.5%
Amphenol Corp. – Class A		2,963	$	227,055
CDW Corp./DE		1,061		212,847
IPG Photonics Corp.(f)		249		42,499
				482,401
IT Services – 1.2%
Accenture PLC – Class A		603		202,946
Akamai Technologies, Inc.(f)		669		75,764
Automatic Data Processing, Inc.		630		131,695
Cognizant Technology Solutions Corp. – Class A		2,977		227,175
International Business Machines Corp.		1,207		169,390
Mastercard, Inc. – Class A		812		281,139
Visa, Inc. – Class A		506		115,925
Wix.com Ltd.(f)		60		13,325
				1,217,359
Semiconductors & Semiconductor Equipment – 0.9%
Applied Materials, Inc.		2,268		306,475
ASML Holding NV		16		13,344
Infineon Technologies AG		1,237		52,669
KLA Corp.		459		156,041
Lam Research Corp.		274		165,721
NVIDIA Corp.		30		6,715
QUALCOMM, Inc.		1,083		158,865
				859,830
Software – 2.9%
Adobe, Inc.(f)		350		232,295
Bentley Systems, Inc.		490		31,600
Cadence Design Systems, Inc.(f)		136		22,233
Crowdstrike Holdings, Inc. – Class A(f)		321		90,201
Fortinet, Inc.(f)		380		119,753
Intuit, Inc.		28		15,851
Microsoft Corp.		5,036		1,520,268
NortonLifeLock, Inc.		3,503		93,040
Oracle Corp.		1,175		104,728
SAP SE		1,567		235,379
ServiceNow, Inc.(f)		285		183,438
SS&C Technologies Holdings, Inc.		90		6,809
Trend Micro, Inc./Japan		305		16,708
VMware, Inc. – Class A(f)		697		103,762
				2,776,065

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    35

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Technology Hardware, Storage & Peripherals – 1.2%
Apple, Inc.		4,930	$	748,522
NetApp, Inc.		1,335		118,722
Samsung Electronics Co., Ltd.		4,087		269,816
				1,137,060
				6,472,715
Financials – 5.0%
Banks – 0.9%
ABN AMRO Bank NV (GDR)(a)(f)		5,818		81,055
Citigroup, Inc.		126		9,061
Commonwealth Bank of Australia		2,289		166,781
Concordia Financial Group Ltd.		6,600		25,589
Credit Agricole SA		9,771		141,032
ING Groep NV		500		6,897
JPMorgan Chase & Co.		1,119		178,984
Mizuho Financial Group, Inc.		1,600		22,419
National Bank of Canada		1,823		144,695
Nordea Bank Abp		3,490		40,990
Oversea-Chinese Banking Corp., Ltd.		2,500		21,156
PNC Financial Services Group, Inc. (The)		197		37,647
Societe Generale SA		390		12,275
				888,581
Capital Markets – 1.9%
Apollo Global Management, Inc.		100		5,978
BlackRock, Inc. – Class A		176		166,019
Carlyle Group, Inc. (The)		2,164		106,858
Charles Schwab Corp. (The)		2,969		216,292
CME Group, Inc. – Class A		415		83,714
Credit Suisse Group AG		13,687		144,993
Daiwa Securities Group, Inc.		10,300		58,267
EQT AB		149		7,605
Euronext NV(a)		623		72,296
Futu Holdings Ltd. (ADR)(f)		60		5,711
Goldman Sachs Group, Inc. (The)		828		342,387
IGM Financial, Inc.		2,357		85,955
London Stock Exchange Group PLC		755		82,706
Moody’s Corp.		632		240,647
Morgan Stanley		1,303		136,072
T. Rowe Price Group, Inc.		328		73,429
				1,828,929
Consumer Finance – 0.4%
Ally Financial, Inc.		1,876		99,240
American Express Co.		1,448		240,310
				339,550

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Diversified Financial Services – 0.4%
Groupe Bruxelles Lambert SA		742	$	85,008
Industrivarden AB		813		29,933
Investor AB		5,992		143,320
Kinnevik AB(f)		705		27,623
M&G PLC		37,700		106,791
				392,675
Insurance – 1.1%
Aviva PLC		3,943		21,916
CNP Assurances		7,832		134,201
Japan Post Holdings Co., Ltd.(f)		15,700		134,937
Japan Post Insurance Co., Ltd.		2,800		50,848
Legal & General Group PLC		15,264		56,700
Manulife Financial Corp.		7,263		141,443
Medibank Pvt Ltd.		2,145		5,557
MetLife, Inc.		2,383		147,746
NN Group NV		2,592		134,454
PICC Property & Casualty Co., Ltd. – Class H		86,000		77,754
Principal Financial Group, Inc.		469		31,334
Prudential Financial, Inc.		1,278		135,315
				1,072,205
Mortgage Real Estate Investment Trusts (REITs) – 0.3%
AGNC Investment Corp.		8,476		138,243
Annaly Capital Management, Inc.		16,111		140,005
				278,248
				4,800,188
Consumer Discretionary – 3.8%
Auto Components – 0.2%
Aisin Corp.		300		11,451
Aptiv PLC(f)		1,341		204,087
				215,538
Automobiles – 0.3%
Tesla, Inc.(f)		260		191,287
Toyota Motor Corp.		1,090		94,932
				286,219
Diversified Consumer Services – 0.1%
Service Corp. International/US		2,303		144,536
Hotels, Restaurants & Leisure – 0.5%
Aramark		200		6,958
Chipotle Mexican Grill, Inc. – Class A(f)		21		39,970
Compass Group PLC(f)		4,284		88,507
Darden Restaurants, Inc.		469		70,655

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    37

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Domino’s Pizza, Inc.		95	$	49,105
Galaxy Entertainment Group Ltd.(f)		18,700		119,897
Starbucks Corp.		1,070		125,714
				500,806
Household Durables – 0.3%
Electrolux AB – Class B		4,003		101,722
Lennar Corp. – Class A		54		5,795
Persimmon PLC		3,452		139,707
PulteGroup, Inc.		692		37,271
				284,495
Internet & Direct Marketing Retail – 1.2%
Alibaba Group Holding Ltd. (Sponsored ADR)(f)		714		119,231
Amazon.com, Inc.(f)		215		746,220
MercadoLibre, Inc.(f)		44		82,168
Prosus NV(f)		2,528		223,767
				1,171,386
Leisure Products – 0.0%
Hasbro, Inc.		90		8,848
Multiline Retail – 0.2%
Target Corp.		667		164,736
Specialty Retail – 0.5%
Best Buy Co., Inc.		550		64,080
Home Depot, Inc. (The)		72		23,485
Lowe’s Cos., Inc.		658		134,160
TJX Cos., Inc. (The)		2,440		177,437
Tractor Supply Co.		221		42,929
				442,091
Textiles, Apparel & Luxury Goods – 0.5%
Cie Financiere Richemont SA		410		45,252
EssilorLuxottica SA		213		41,852
Kering SA		56		44,605
NIKE, Inc. – Class B		1,538		253,370
Pandora A/S		584		70,001
				455,080
				3,673,735
Health Care – 3.7%
Biotechnology – 0.3%
AbbVie, Inc.		1,673		202,065
Moderna, Inc.(f)		146		54,996
				257,061

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care Equipment & Supplies – 1.3%
Abbott Laboratories		2,240	$	283,069
Align Technology, Inc.(f)		123		87,207
Baxter International, Inc.		1,340		102,135
Cooper Cos., Inc. (The)		380		171,270
DexCom, Inc.(f)		94		49,765
IDEXX Laboratories, Inc.(f)		227		152,943
Koninklijke Philips NV		3,632		167,374
Medtronic PLC		1,318		175,927
Stryker Corp.		149		41,288
				1,230,978
Health Care Providers & Services – 0.4%
Anthem, Inc.		937		351,497
Henry Schein, Inc.(f)		778		58,809
				410,306
Life Sciences Tools & Services – 0.6%
Bio-Rad Laboratories, Inc. – Class A(f)		130		104,627
Eurofins Scientific SE		142		20,148
IQVIA Holdings, Inc.(f)		820		212,978
Mettler-Toledo International, Inc.(f)		95		147,519
Thermo Fisher Scientific, Inc.		227		125,974
				611,246
Pharmaceuticals – 1.1%
AstraZeneca PLC (Sponsored ADR)		1,193		69,528
Eli Lilly & Co.		452		116,747
Novo Nordisk A/S – Class B		869		86,995
Roche Holding AG		529		212,423
Sanofi		1,661		172,144
Sumitomo Dainippon Pharma Co., Ltd.		600		10,770
Takeda Pharmaceutical Co., Ltd.		4,400		146,456
Zoetis, Inc.		1,012		207,015
				1,022,078
				3,531,669
Communication Services – 3.0%
Diversified Telecommunication Services – 0.7%
AT&T, Inc.		4,829		132,411
Comcast Corp. – Class A		2,147		130,280
Orange SA		2,776		31,561
Spark New Zealand Ltd.		37,245		127,889
Telefonica SA(f)		28,548		141,258
Telenor ASA		7,075		123,947
				687,346

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    39

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Entertainment – 0.3%
Electronic Arts, Inc.		1,044	$	151,599
Nintendo Co., Ltd.		93		44,681
Sea Ltd. (ADR)(f)		138		46,688
				242,968
Interactive Media & Services – 1.5%
Alphabet, Inc. – Class A(f)		37		107,076
Alphabet, Inc. – Class C(f)		167		485,843
Facebook, Inc. – Class A(f)		2,219		841,845
Snap, Inc. – Class A(f)		120		9,133
				1,443,897
Media – 0.2%
Interpublic Group of Cos., Inc. (The)		2,051		76,359
Omnicom Group, Inc.		1,124		82,299
Publicis Groupe SA		558		36,633
				195,291
Wireless Telecommunication Services – 0.3%
Softbank Corp.		11,077		148,242
SoftBank Group Corp.		2,280		128,486
				276,728
				2,846,230
Industrials – 2.9%
Aerospace & Defense – 0.0%
Huntington Ingalls Industries, Inc.		40		8,167
Air Freight & Logistics – 0.3%
Deutsche Post AG		2,290		161,008
Kuehne & Nagel International AG		395		144,359
				305,367
Building Products – 0.6%
Cie de Saint-Gobain		1,164		84,382
Lennox International, Inc.		66		22,122
Lixil Corp.		500		14,551
Otis Worldwide Corp.		3,251		299,807
Owens Corning		445		42,520
Xinyi Glass Holdings Ltd.		16,097		67,643
				531,025
Commercial Services & Supplies – 0.0%
Copart, Inc.(f)		280		40,410
Construction & Engineering – 0.0%
Kajima Corp.		2,313		29,884
Electrical Equipment – 0.3%
ABB Ltd.		4,116		152,270

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Rockwell Automation, Inc.		225	$	73,226
Vertiv Holdings Co.		2,187		61,608
				287,104
Industrial Conglomerates – 0.3%
3M Co.		1,618		315,089
Machinery – 0.8%
CNH Industrial NV		1,390		22,978
Cummins, Inc.		599		141,352
Dover Corp.		886		154,483
Mitsubishi Heavy Industries Ltd.		5,000		132,094
Nabtesco Corp.		300		11,864
Parker-Hannifin Corp.		257		76,244
Snap-on, Inc.		562		126,422
Volvo AB – Class B		4,262		96,503
				761,940
Marine – 0.1%
AP Moller – Maersk A/S – Class B		18		51,278
Nippon Yusen KK		400		32,166
				83,444
Professional Services – 0.3%
Adecco Group AG		1,448		80,549
Booz Allen Hamilton Holding Corp.		140		11,467
RELX PLC		2,806		84,399
Verisk Analytics, Inc. – Class A		395		79,695
				256,110
Trading Companies & Distributors – 0.2%
Fastenal Co.		628		35,074
WW Grainger, Inc.		274		118,834
				153,908
				2,772,448
Materials – 1.4%
Chemicals – 0.7%
Celanese Corp. – Class A		108		17,129
Dow, Inc.		2,040		128,316
International Flavors & Fragrances, Inc.		634		96,051
Linde PLC		372		117,027
LyondellBasell Industries NV – Class A		1,357		136,175
Mitsubishi Chemical Holdings Corp.		5,887		51,688
Sumitomo Chemical Co., Ltd.		26,200		132,824
				679,210
Containers & Packaging – 0.2%
Packaging Corp. of America		986		149,576

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    41

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Metals & Mining – 0.5%
Evraz PLC		16,443	$	133,751
Fortescue Metals Group Ltd.		8,656		131,963
Rio Tinto Ltd.		1,621		131,893
Rio Tinto PLC		1,331		98,473
				496,080
				1,324,866
Real Estate – 1.3%
Equity Real Estate Investment Trusts (REITs) – 1.2%
American Tower Corp.		691		201,889
Extra Space Storage, Inc.		517		96,632
Iron Mountain, Inc.		3,042		145,256
Omega Healthcare Investors, Inc.		3,972		133,181
Orix JREIT, Inc.		72		128,340
Stockland		24,180		81,484
VICI Properties, Inc.		4,704		145,401
Vornado Realty Trust		1,636		68,516
Weyerhaeuser Co.		4,073		146,628
				1,147,327
Real Estate Management & Development – 0.1%
CBRE Group, Inc. – Class A(f)		1,380		132,894
Nomura Real Estate Holdings, Inc.		900		23,048
				155,942
				1,303,269
Energy – 1.0%
Oil, Gas & Consumable Fuels – 1.0%
BP PLC		16,280		66,232
Canadian Natural Resources Ltd.		957		31,669
Enbridge, Inc.		896		35,260
Eni SpA		2,170		26,773
Equinor ASA		790		16,743
Inpex Corp.		9,900		68,022
Keyera Corp.		3,148		75,803
LUKOIL PJSC (Sponsored ADR)		864		73,915
Neste Oyj		1,134		69,074
OMV AG		550		30,465
ONEOK, Inc.		2,519		132,298
Royal Dutch Shell PLC – Class A		3,260		64,611
Royal Dutch Shell PLC – Class B		7,349		144,610
TotalEnergies SE		2,100		92,889
Valero Energy Corp.		406		26,922
				955,286

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Consumer Staples – 0.9%
Beverages – 0.3%
Asahi Group Holdings Ltd.		3,415	$	158,745
Coca-Cola Co. (The)		2,686		151,248
Constellation Brands, Inc. – Class A		220		46,451
				356,444
Food & Staples Retailing – 0.1%
Kroger Co. (The)		1,200		55,236
Tobacco – 0.5%
Altria Group, Inc.		3,333		167,417
Imperial Brands PLC		6,321		134,048
Philip Morris International, Inc.		1,790		184,370
				485,835
				897,515
Utilities – 0.9%
Electric Utilities – 0.3%
Endesa SA		4,422		106,314
Evergy, Inc.		1,226		83,920
Iberdrola SA		3,440		42,627
NRG Energy, Inc.		764		34,892
Red Electrica Corp. SA		1,637		32,647
				300,400
Gas Utilities – 0.3%
AltaGas Ltd.		5,225		104,654
Snam SpA		22,756		134,547
UGI Corp.		1,149		53,210
				292,411
Independent Power and Renewable Electricity Producers – 0.1%
Uniper SE		1,832		72,735
Multi-Utilities – 0.2%
AGL Energy Ltd.		9,610		45,213
Atco Ltd./Canada – Class I		1,056		35,530
E.ON SE		4,659		61,469
Sempra Energy		656		86,828
				229,040
				894,586
Total Common Stocks (cost $27,774,338)				29,472,507

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    43

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
PREFERRED STOCKS – 6.8%
Real Estate – 6.8%
Diversified REITs – 1.6%
Armada Hoffler Properties, Inc. Series A 6.75%		8,050	$	224,273
DigitalBridge Group, Inc. Series H 7.125%		10,210		261,070
DigitalBridge Group, Inc. Series I 7.15%		4,928		126,896
DigitalBridge Group, Inc. Series J 7.125%		4,575		117,440
Gladstone Commercial Corp. Series E 6.625%		5,818		158,366
Global Net Lease, Inc. Series A 7.25%		4,357		116,332
Global Net Lease, Inc. Series B 6.875%		3,646		106,062
PS Business Parks, Inc. Series X 5.25%		193		5,115
PS Business Parks, Inc. Series Y 5.20%		2,193		58,509
PS Business Parks, Inc. Series Z 4.875%		7,626		213,604
Vornado Realty Trust Series K 5.70%		1,463		38,082
Vornado Realty Trust Series L 5.40%		3,588		93,790
				1,519,539
Health Care REITs – 0.1%
Global Medical REIT, Inc. Series A 7.50%		2,191		58,281

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Hotel & Resort REITs – 1.1%
Chatham Lodging Trust Series A 6.625%		3,444	$	90,922
DiamondRock Hospitality Co. 8.25%		6,828		192,550
Hersha Hospitality Trust Series C 6.875%		782		19,667
Hersha Hospitality Trust Series D 6.50%		3,104		74,279
Hersha Hospitality Trust Series E 6.50%		2,424		57,473
Pebblebrook Hotel Trust Series E 6.375%		1,093		27,631
Pebblebrook Hotel Trust Series F 6.30%		5,683		143,155
Pebblebrook Hotel Trust Series H 5.70%		8,025		204,557
Summit Hotel Properties, Inc. Series D 6.45%		150		3,750
Summit Hotel Properties, Inc. Series E 6.25%		8,671		231,255
Summit Hotel Properties, Inc. Series F 5.875%		1,400		35,546
				1,080,785
Industrial REITs – 0.5%
Monmouth Real Estate Investment Corp. Series C 6.125%		8,101		204,631
Plymouth Industrial REIT, Inc. Series A 7.50%		2,572		70,087
Rexford Industrial Realty, Inc. Series B 5.875%		5,575		147,459
Rexford Industrial Realty, Inc. Series C 5.625%		3,099		86,555
				508,732

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Office REITs – 0.2%
City Office REIT, Inc. Series A 6.625%		2,067	$	52,977
Vornado Realty Trust Series M 5.25%		3,061		81,209
Vornado Realty Trust Series N 5.25%		1,410		38,775
				172,961
Real Estate Development – 0.3%
American Finance Trust, Inc. Series C 7.375%		8,150		219,153
Sunstone Hotel Investors, Inc. Series H 6.125%		3,275		87,901
				307,054
Real Estate Operating Companies – 0.1%
Brookfield Property Partners LP Series A2 6.375%		3,477		89,533
Real Estate Services – 0.1%
CTO Realty Growth, Inc. Series A 6.375%		2,142		56,227
Sunstone Hotel Investors, Inc. Series I 5.70%		3,450		90,321
				146,548
Residential REITs – 0.8%
American Homes 4 Rent Series F 5.875%		6,218		163,534
American Homes 4 Rent Series G 5.875%		459		12,076
American Homes 4 Rent Series H 6.25%		3,506		97,677
Bluerock Residential Growth REIT, Inc. Series D 7.125%		2,905		74,223

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Centerspace Series C 6.625%		3,132	$	83,859
UMH Properties, Inc. Series C 6.75%		9,292		244,287
UMH Properties, Inc. Series D 6.375%		2,825		74,608
				750,264
Retail REITs – 1.1%
American Finance Trust, Inc. Series A 7.50%		1,350		36,693
Cedar Realty Trust, Inc. Series C 6.50%		5,761		148,979
National Retail Properties, Inc. Series F 5.20%		1,176		29,670
Saul Centers, Inc. Series D 6.125%		6,875		187,481
SITE Centers Corp. Series A 6.375%		9,125		237,980
Spirit Realty Capital, Inc. Series A 6.00%		5,825		155,062
Urstadt Biddle Properties, Inc. Series H 6.25%		6,790		180,275
Urstadt Biddle Properties, Inc. Series K 5.875%		1,424		38,420
				1,014,560
Specialized REITs – 0.9%
Digital Realty Trust, Inc. Series K 5.85%		3,025		84,367
Digital Realty Trust, Inc. Series L 5.20%		10,725		292,042
National Storage Affiliates Trust Series A 6.00%		8,130		219,429

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

PORTFOLIO OF INVESTMENTS (continued)

Company		Shares		U.S. $ Value
Public Storage Series H 5.60%			989	$	27,712
Public Storage Series L 4.625%			5,384		149,137
Public Storage Series M 4.125%			1,644		42,941
Public Storage Series P 4.00%			2,805		71,247
QTS Realty Trust, Inc. Series A 7.125%			976		24,575
					911,450
Total Preferred Stocks (cost $6,107,881)					6,559,707
INVESTMENT COMPANIES – 1.8%
Funds and Investment Trusts – 1.8%(i)
Energy Select Sector SPDR Fund			5,945		287,738
Financial Select Sector SPDR Fund			9,931		381,350
Industrial Select Sector SPDR Fund			2,735		285,835
iShares MSCI Europe Financials ETF			17,450		350,658
SPDR MSCI Europe Industrials UCITS ETF(f)			1,260		377,367
Total Investment Companies (cost $1,626,728)					1,682,948
		Notional Amount
OPTIONS PURCHASED – PUTS – 1.2%
Options on Equity Indices – 1.2%
Euro STOXX 50 Index Expiration: Feb 2022; Contracts: 1,950; Exercise Price: EUR 3,525.00; Counterparty: Bank of America, NA(f)	EUR		6,873,750		140,693
FTSE 100 Index Expiration: Feb 2022; Contracts: 410; Exercise Price: GBP 6,100.00; Counterparty: Bank of America, NA(f)	GBP		2,501,000		53,564
Nikkei 225 Index Expiration: Feb 2022; Contracts: 23,000; Exercise Price: JPY 22,500.00; Counterparty: UBS AG(f)	JPY		517,500,000		46,554

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

PORTFOLIO OF INVESTMENTS (continued)

		Notional Amount		U.S. $ Value
Nikkei 225 Index Expiration: Feb 2022; Contracts: 3,000; Exercise Price: JPY 22,500.00; Counterparty: UBS AG(f)	JPY		67,500,000	$	6,072
S&P 500 Index Expiration: Feb 2022; Contracts: 14,800; Exercise Price: USD 3,750.00; Counterparty: UBS AG(f)	USD		55,500,000		938,992
Total Options Purchased (cost $1,372,576)					1,185,875
		Principal Amount (000)
CORPORATES – NON-INVESTMENT GRADE – 0.1%
Industrial – 0.1%
Transportation - Airlines – 0.1%
American Airlines, Inc./AAdvantage Loyalty IP Ltd. 5.75%, 04/20/2029(a) (cost $100,000)		$	100		107,585
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.2%
Risk Share Floating Rate – 0.2%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2014-HQ2, Class M3 3.834% (LIBOR 1 Month + 3.75%), 09/25/2024(j) (cost $161,664)			159		163,864
		Shares
SHORT-TERM INVESTMENTS – 3.1%
Investment Companies – 3.1%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(i)(k)(l) (cost $2,985,044)			2,985,044		2,985,044
Total Investments – 101.1% (cost $91,688,724)					97,272,068
Other assets less liabilities – (1.1)%					(1,023,906	)
Net Assets – 100.0%				$	96,248,162

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

PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		21		September 2021	$	2,239,997	$	2,165
10 Yr Canadian Bond Futures		14		December 2021		1,621,543		3,403
Euro STOXX 50 Index Futures		45		September 2021		2,221,789		24,743
FTSE 100 Index Futures		14		September 2021		1,365,927		12,469
FTSE KLCI Futures		68		September 2021		1,299,230		15,179
FTSE Taiwan Index Futures		1		September 2021		60,730		1,532
FTSE/JSE Top 40 Futures		15		September 2021		624,049		10,193
Hang Seng Index Futures		8		September 2021		1,324,547		9,634
MSCI Emerging Markets Futures		5		September 2021		324,800		6,941
S&P 500 E-Mini Futures		80		September 2021		18,082,000		417,796
S&P TSX 60 Index Futures		1		September 2021		194,967		6,835
SET 50 Futures		17		September 2021		103,880		2,788
SPI 200 Futures		2		September 2021		273,490		5,071
TOPIX Index Futures		16		September 2021		2,857,065		40,233
U.S. T-Note 10 Yr (CBT) Futures		92		December 2021		12,277,687		38,642
WIG 20 Index Futures		78		September 2021		954,292		33,576
Sold Contracts
10 Yr Mini Japan Government Bond Futures		14		September 2021		1,936,318		1,293
BIST 30 Futures		543		October 2021		1,060,340		(6,333	)
Euro STOXX 50 Index Futures		6		September 2021		296,238		(8,911	)
Euro-Bund Futures		14		September 2021		2,900,277		7,092
FTSE China A50 Futures		19		September 2021		280,326		3,960
Long Gilt Futures		10		December 2021		1,763,108		3,975
MEX BOLSA Index Futures		9		September 2021		238,578		(9,090	)
MSCI Singapore IX ETS Futures		32		September 2021		838,172		6,704
OMXS30 Index Futures		30		September 2021		818,273		7,765
S&P 500 E-Mini Futures		1		September 2021		226,025		(5,660	)
S&P TSX 60 Index Futures		6		September 2021		1,169,801		(19,532	)
SGX Nifty 50 Futures		52		September 2021		1,781,052		(47,631	)
							$	564,832

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	NZD	2,458	USD	1,725		09/15/2021	$	(6,620	)
Bank of America, NA	PEN	1,084	USD	265		09/16/2021		(74	)
Bank of America, NA	USD	553	PEN	2,172		09/16/2021		(21,690	)
Bank of America, NA	CZK	24,908	USD	1,161		09/17/2021		4,700
Bank of America, NA	USD	2,697	RUB	201,395		09/30/2021		42,254
Barclays Bank PLC	CAD	519	USD	415		09/15/2021		3,483
Barclays Bank PLC	EUR	676	USD	796		09/15/2021		(2,731	)
Barclays Bank PLC	GBP	623	USD	853		09/15/2021		(2,599	)
Barclays Bank PLC	USD	1,080	AUD	1,500		09/15/2021		17,979
Barclays Bank PLC	USD	529	CAD	673		09/15/2021		3,646

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

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	1,566	NOK	13,783		09/15/2021	$	19,763
Barclays Bank PLC	PLN	2,432	USD	627		09/17/2021		(8,037	)
Barclays Bank PLC	MYR	2,555	USD	622		09/23/2021		7,057
Barclays Bank PLC	USD	2,372	MYR	9,807		09/23/2021		(12,956	)
Barclays Bank PLC	USD	374	MYR	1,559		09/23/2021		739
Barclays Bank PLC	RUB	6,858	USD	93		09/30/2021		(389	)
Barclays Bank PLC	INR	49,867	USD	681		10/08/2021		538
Barclays Bank PLC	IDR	4,137,637	USD	290		10/15/2021		(312	)
Barclays Bank PLC	USD	279	IDR	4,098,441		10/15/2021		8,347
Barclays Bank PLC	USD	345	PHP	17,220		10/21/2021		363
BNP Paribas SA	HUF	482,182	USD	1,632		09/17/2021		1,343
Citibank, NA	CLP	231,002	USD	306		09/16/2021		7,957
Citibank, NA	CLP	377,702	USD	487		09/16/2021		(527	)
Citibank, NA	USD	180	CNY	1,173		09/16/2021		1,321
Citibank, NA	USD	202	COP	784,232		09/16/2021		5,852
Citibank, NA	USD	2,760	INR	207,876		10/08/2021		78,251
Credit Suisse International	USD	781	JPY	85,744		09/15/2021		(1,287	)
Credit Suisse International	CNY	6,933	USD	1,067		09/16/2021		(5,299	)
Credit Suisse International	USD	212	CNY	1,370		09/16/2021		(144	)
Credit Suisse International	USD	742	CZK	15,908		09/17/2021		(3,649	)
Deutsche Bank AG	AUD	1,501	USD	1,099		09/15/2021		1,145
Deutsche Bank AG	AUD	785	USD	570		09/15/2021		(3,825	)
Deutsche Bank AG	USD	2,366	SEK	20,487		09/15/2021		8,520
Deutsche Bank AG	COP	4,902,386	USD	1,276		09/16/2021		(24,173	)
Deutsche Bank AG	RUB	7,481	USD	100		09/30/2021		(1,534	)
Goldman Sachs Bank USA	BRL	4,094	USD	796		09/02/2021		4,233
Goldman Sachs Bank USA	USD	789	BRL	4,094		09/02/2021		3,240
Goldman Sachs Bank USA	CAD	293	USD	234		09/15/2021		1,309
Goldman Sachs Bank USA	EUR	2,009	USD	2,363		09/15/2021		(10,478	)
Goldman Sachs Bank USA	NOK	5,265	USD	590		09/15/2021		(15,858	)
Goldman Sachs Bank USA	USD	1,409	GBP	1,026		09/15/2021		1,188
Goldman Sachs Bank USA	USD	336	NOK	2,966		09/15/2021		5,166
Goldman Sachs Bank USA	USD	133	COP	501,986		09/16/2021		(63	)
Goldman Sachs Bank USA	RUB	93,706	USD	1,263		09/30/2021		(11,601	)
Goldman Sachs Bank USA	USD	963	RUB	71,808		09/30/2021		14,218
Goldman Sachs Bank USA	USD	496	BRL	2,551		10/04/2021		(4,974	)
Goldman Sachs Bank USA	USD	1,503	PHP	76,333		10/21/2021		29,938
Morgan Stanley Capital Services, Inc.	BRL	4,094	USD	781		09/02/2021		(10,456	)
Morgan Stanley Capital Services, Inc.	USD	796	BRL	4,094		09/02/2021		(4,233	)
Morgan Stanley Capital Services, Inc.	PEN	4,283	USD	1,077		09/16/2021		29,625
Morgan Stanley Capital Services, Inc.	USD	3	CLP	1,910		09/16/2021		(55	)
Morgan Stanley Capital Services, Inc.	USD	778	BRL	4,094		10/04/2021		10,480
Natwest Markets PLC	ZAR	19,867	USD	1,428		09/16/2021		63,069
Natwest Markets PLC	MYR	3,238	USD	782		09/23/2021		3,389
Standard Chartered Bank	CHF	737	USD	809		09/15/2021		4,049
Standard Chartered Bank	GBP	631	USD	874		09/15/2021		6,134

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

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Standard Chartered Bank	JPY	126,400	USD	1,159		09/15/2021	$	9,455
Standard Chartered Bank	USD	2,300	EUR	1,952		09/15/2021		4,981
Standard Chartered Bank	USD	374	CNY	2,429		09/16/2021		2,079
Standard Chartered Bank	INR	14,638	USD	195		10/08/2021		(4,915	)
Standard Chartered Bank	TWD	34,967	USD	1,255		10/21/2021		(15,101	)
Standard Chartered Bank	USD	814	PHP	41,073		10/21/2021		10,281
Standard Chartered Bank	KRW	1,139,354	USD	992		10/28/2021		9,342
State Street Bank & Trust Co.	AUD	722	USD	525		09/15/2021		(3,676	)
State Street Bank & Trust Co.	CAD	377	USD	299		09/15/2021		(187	)
State Street Bank & Trust Co.	CHF	130	USD	142		09/15/2021		(7	)
State Street Bank & Trust Co.	CHF	434	USD	475		09/15/2021		1,140
State Street Bank & Trust Co.	EUR	103	USD	121		09/15/2021		(88	)
State Street Bank & Trust Co.	GBP	453	USD	622		09/15/2021		(1,217	)
State Street Bank & Trust Co.	JPY	75,032	USD	684		09/15/2021		1,941
State Street Bank & Trust Co.	JPY	21,843	USD	199		09/15/2021		(32	)
State Street Bank & Trust Co.	NOK	5,967	USD	670		09/15/2021		(16,357	)
State Street Bank & Trust Co.	NOK	1,210	USD	140		09/15/2021		783
State Street Bank & Trust Co.	NZD	591	USD	414		09/15/2021		(2,847	)
State Street Bank & Trust Co.	SEK	6,088	USD	698		09/15/2021		(7,602	)
State Street Bank & Trust Co.	USD	608	CAD	765		09/15/2021		(1,847	)
State Street Bank & Trust Co.	USD	782	CAD	987		09/15/2021		268
State Street Bank & Trust Co.	USD	286	CHF	262		09/15/2021		526
State Street Bank & Trust Co.	USD	284	CHF	259		09/15/2021		(866	)
State Street Bank & Trust Co.	USD	860	EUR	733		09/15/2021		5,800
State Street Bank & Trust Co.	USD	314	GBP	228		09/15/2021		(205	)
State Street Bank & Trust Co.	USD	517	NZD	750		09/15/2021		11,548
State Street Bank & Trust Co.	USD	163	SEK	1,414		09/15/2021		1,311
State Street Bank & Trust Co.	USD	170	SEK	1,464		09/15/2021		(278	)
State Street Bank & Trust Co.	USD	478	ZAR	6,906		09/16/2021		(3,108	)
State Street Bank & Trust Co.	USD	136	ZAR	2,021		09/16/2021		2,668
State Street Bank & Trust Co.	PLN	284	USD	73		09/17/2021		(931	)
State Street Bank & Trust Co.	USD	302	CZK	6,524		09/17/2021		1,500
State Street Bank & Trust Co.	USD	409	HUF	120,790		09/17/2021		(267	)
State Street Bank & Trust Co.	USD	328	HUF	99,848		09/17/2021		9,811
State Street Bank & Trust Co.	USD	75	PLN	284		09/17/2021		(653	)
State Street Bank & Trust Co.	THB	63,716	USD	1,946		10/07/2021		(30,488	)
State Street Bank & Trust Co.	USD	158	NOK	1,379		10/13/2021		830
State Street Bank & Trust Co.	NZD	210	USD	146		10/15/2021		(1,958	)
UBS AG	USD	515	MXN	10,547		10/28/2021		6,666
							$	224,032

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

PORTFOLIO OF INVESTMENTS (continued)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 36, 5 Year Index, 06/20/2026*		(5.00	)%		Quarterly		2.76	%	USD	750	$	(81,062	)	$	(58,537	)	$	(22,525	)
Sale Contracts
CDX-NAHY Series 36, 5 Year Index, 06/20/2026*		5.00			Quarterly		2.76		USD	3,710		400,985			341,714			59,271
iTraxx Xover Series 35, 5 Year Index, 06/20/2026*		5.00			Quarterly		2.28		EUR	840		131,014			116,847			14,167
											$	450,937		$	400,024		$	50,913

* Termination date

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note D)

Rate Type

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Payment Frequency Paid/ Received

Market Value

Upfront Premiums Paid/ (Received)

Unrealized Appreciation/ (Depreciation)

USD     290

01/15/2025

2.565%

CPI#

Maturity

$

9,737

$

– 0

–

$

9,737

USD     145

01/15/2025

2.585%

CPI#

Maturity

4,745

– 0

–

4,745

USD     145

01/15/2025

2.613%

CPI#

Maturity

4,575

– 0

–

4,575

USD  1,170

01/15/2028

0.735%

CPI#

Maturity

200,312

– 0

–

200,312

USD  1,080

01/15/2028

1.230%

CPI#

Maturity

141,454

– 0

–

141,454

USD     310

01/15/2028

1.230%

CPI#

Maturity

40,602

– 0

–

40,602

USD     630

01/15/2030

1.585%

CPI#

Maturity

75,284

– 0

–

75,284

USD       75

01/15/2030

1.572%

CPI#

Maturity

9,066

– 0

–

9,066

USD       75

01/15/2030

1.587%

CPI#

Maturity

8,947

– 0

–

8,947

USD     220

01/15/2031

2.680%

CPI#

Maturity

2,372

– 0

–

2,372

USD     130

04/15/2032

CPI#

2.722%

Maturity

317

– 0

–

317

USD     191

02/15/2041

CPI#

2.500%

Maturity

(1,816

)

– 0

–

(1,816

)

USD     189

02/15/2041

CPI#

2.505%

Maturity

(1,567

)

– 0

–

(1,567

)

USD     120

02/15/2041

CPI#

2.553%

Maturity

419

– 0

–

419

USD     180

02/15/2046

CPI#

2.391%

Maturity

(6,428

)

– 0

–

(6,428

)

$

488,019

$

– 0

–

$

488,019

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

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

PORTFOLIO OF INVESTMENTS (continued)

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund		Payment Frequency Paid/ Received		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
USD	820		09/10/2024		3 Month LIBOR		1.341%		Quarterly/ Semi-Annual	$	25,139		$	– 0	–	$	25,139
USD	2,420		11/29/2024		3 Month LIBOR		1.535%		Quarterly/ Semi-Annual		84,584			– 0	–		84,584
USD	2,150		01/15/2028		1.208%		3 Month LIBOR		Semi-Annual/ Quarterly		(24,642	)		– 0	–		(24,642	)
USD	145		10/09/2029		3 Month LIBOR		1.476%		Quarterly/ Semi-Annual		3,836			– 0	–		3,836
USD	145		10/09/2029		3 Month LIBOR		1.479%		Quarterly/ Semi-Annual		3,872			– 0	–		3,872
NOK	1,230		05/05/2030		6 Month NIBOR		0.885%		Semi-Annual/ Annual		(7,154	)		– 0	–		(7,154	)
NOK	1,130		06/23/2030		6 Month NIBOR		0.916%		Semi-Annual/ Annual		(6,427	)		– 0	–		(6,427	)
NOK	960		07/02/2030		6 Month NIBOR		0.890%		Semi-Annual/ Annual		(5,724	)		– 0	–		(5,724	)
NOK	540		07/10/2030		6 Month NIBOR		0.900%		Semi-Annual/ Annual		(3,196	)		– 0	–		(3,196	)
NOK	50		11/11/2030		6 Month NIBOR		1.031%		Semi-Annual/ Annual		(129	)		– 0	–		(129	)
SEK	40		06/09/2031		0.819%		3 Month STIBOR		Annual/ Quarterly		(105	)		– 0	–		(105	)
SEK	5,010		07/12/2031		0.618%		3 Month STIBOR		Annual/ Quarterly		(1,025	)		(3	)		(1,022	)
NZD	1,400		07/12/2031		3 Month BKBM		1.695%		Quarterly/ Semi-Annual		(21,480	)		– 0	–		(21,480	)
CHF	160		07/12/2031		6 Month LIBOR		(0.093)%		Semi-Annual/ Annual		343			2			341
SEK	6,390		07/26/2031		0.593%		3 Month STIBOR		Annual/ Quarterly		780			– 0	–		780
CHF	420		07/26/2031		6 Month LIBOR		(0.125)%		Semi-Annual/ Annual		(790	)		– 0	–		(790	)
SEK	1,150		08/13/2031		0.576%		3 Month STIBOR		Annual/ Quarterly		438			– 0	–		438
CHF	310		08/13/2031		6 Month LIBOR		(0.142)%		Semi-Annual/ Annual		(1,350	)		– 0	–		(1,350	)
SEK	4,430		08/30/2031		0.615%		3 Month STIBOR		Annual/ Quarterly		(30	)		(2	)		(28	)
USD	350		02/15/2041		3 Month LIBOR		2.166%		Quarterly/ Semi-Annual		32,574			– 0	–		32,574
USD	80		02/15/2051		1.942%		3 Month LIBOR		Semi-Annual/ Quarterly		(5,642	)		– 0	–		(5,642	)
										$	73,872		$	(3	)	$	73,875

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

PORTFOLIO OF INVESTMENTS (continued)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		10.00	%	USD	8	$	(2,185	)	$	(767	)	$	(1,418	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	70		(19,118	)		(8,664	)		(10,454	)
Credit Suisse International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	3		(819	)		(290	)		(529	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	4		(1,092	)		(480	)		(612	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	54		(14,748	)		(5,235	)		(9,513	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	81		(22,123	)		(7,650	)		(14,473	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	138		(37,690	)		(16,454	)		(21,236	)
Goldman Sachs International
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	7		(1,912	)		(863	)		(1,049	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	26		(7,101	)		(3,204	)		(3,897	)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00			Monthly		10.00		USD	69		(18,846	)		(6,325	)		(12,521	)

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

PORTFOLIO OF INVESTMENTS (continued)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at August 31, 2021			Notional Amount (000)		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
CDX-CMBX. NA.BBB- Series 6, 05/11/2063*		3.00	%		Monthly		10.00	%	USD	149	$	(40,291	)	$	(20,747	)	$	(19,544	)
											$	(165,925	)	$	(70,679	)	$	(95,246	)

* Termination date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Payment Frequency Paid/ Received		Market Value			Upfront Premiums Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Citibank, NA	USD	195		10/09/2029		1.120	%		SIFMA	*		Quarterly	$	(4,005	)	$	– 0	–	$	(4,005	)
Citibank, NA	USD	195		10/09/2029		1.125	%		SIFMA	*		Quarterly		(4,091	)		– 0	–		(4,091	)
													$	(8,096	)	$	– 0	–	$	(8,096	)

* Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	Rate Paid/ Received			Payment Frequency		Current Notional (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
JPMorgan Chase Bank, NA
JPABSAA1(1)		0.14	%		Maturity	USD	4,717		09/30/2021	$	– 0	–
Morgan Stanley Capital Services LLC
IBOVESPA Futures		0.00	%		Maturity	BRL	1,192		10/13/2021		4,675
IBOVESPA Futures		0.00	%		Maturity	BRL	596		10/13/2021		(1,096	)
KOSPI 200 Futures		0.00	%		Maturity	KRW	314,625		09/09/2021		10,938
KOSPI 200 Futures		0.00	%		Maturity	KRW	209,750		09/09/2021		2,302
KOSPI 200 Futures		0.00	%		Maturity	KRW	104,875		09/09/2021		(2,642	)
KOSPI 200 Futures		0.00	%		Maturity	KRW	209,750		09/09/2021		(6,955	)
Swiss Market Index Futures		0.00	%		Maturity	CHF	124		09/17/2021		2,898
Pay Total Return on Reference Obligation
Morgan Stanley Capital Services LLC
RTS Futures		0.00	%		Maturity	USD	262		09/16/2021		(11,560	)
RTS Futures		0.00	%		Maturity	USD	295		09/16/2021		(16,054	)
										$	(17,494	)

(a) Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At August 31, 2021, the aggregate market value of these securities amounted to $4,844,937 or 5.0% of net assets.

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

PORTFOLIO OF INVESTMENTS (continued)

(b) When-Issued or delayed delivery security.

(c) Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities, which represent 0.34% of net assets as of August 31, 2021, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017 8.00%, 12/01/2022		12/07/2017	$	222,508	$	228,213		0.24	%
Massachusetts Development Finance Agency (Zero Waste Solutions LLC) Series 2017-A 7.75%, 12/01/2044		12/07/2017		100,000		98,808		0.10	%

(d) An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of August 31, 2021 and the aggregate market value of this security amounted to $75,000 or 0.08% of net assets.

(e) Defaulted.

(f) Non-income producing security.

(g) Defaulted matured security.

(h) Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

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

(j) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at August 31, 2021.

(k) Affiliated investments.

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

As of August 31, 2021, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 6.2% and 0.0%, respectively.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CLP – Chilean Peso

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

EUR – Euro

GBP – Great British Pound

HUF – Hungarian Forint

IDR – Indonesian Rupiah

INR – Indian Rupee

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    57

PORTFOLIO OF INVESTMENTS (continued)

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NOK – Norwegian Krone

NZD – New Zealand Dollar

PEN – Peruvian Sol

PHP – Philippine Peso

PLN – Polish Zloty

RUB – Russian Ruble

SEK – Swedish Krona

THB – Thailand Baht

TWD – New Taiwan Dollar

USD – United States Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

AGM – Assured Guaranty Municipal

BIST – Borsa Istanbul Stock Exchange

BKBM – Bank Bill Benchmark (New Zealand)

CBT – Chicago Board of Trade

CPI – Consumer Price Index

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

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

ETF – Exchange Traded Fund

ETM – Escrowed to Maturity

FTSE – Financial Times Stock Exchange

GDR – Global Depositary Receipt

JSE – Johannesburg Stock Exchange

KLCI – Kuala Lumpur Composite Index

KOSPI – Korea Composite Stock Price Index

LIBOR – London Interbank Offered Rate

MSCI – Morgan Stanley Capital International

NATL – National Interstate Corporation

NIBOR – Norwegian Interbank Offered Rate

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

RTS – Russian Trading System

SET – Stock Exchange of Thailand

SGX – Singapore Exchange

SPDR – Standard & Poor’s Depository Receipt

SPI – Share Price Index

STIBOR – Stockholm Interbank Offered Rate

TOPIX – Tokyo Price Index

TSX – Toronto Stock Exchange

UCITS – Undertaking for Collective Investment in Transferable Securities

UPMC – University of Pittsburgh Medical Center

WIG – Warszawski Indeks Gieldowy

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

PORTFOLIO OF INVESTMENTS (continued)

(1) The following table represents the 50 largest (long/(short)) equity basket holdings underlying the total return swap with JPABSAA1 as of August 31, 2021.

Security Description	Shares			Current Notional			Percent of Basket’s Value
S&P 500 Total Return Index		(287	)	$	(2,704,053	)		(57.3	)%
MSCI Daily TR Gross EAFE Index		(119	)		(1,244,455	)		(26.4	)%
JPMorgan Cash Index		(2,407	)		(733,729	)		(15.6	)%
Microsoft Corp.		742			224,056			4.8	%
Alphabet, Inc.		52			151,298			3.2	%
MSCI Daily TR Gross Canada Index		(12	)		(122,573	)		(2.6	)%
Apple, Inc.		758			115,160			2.4	%
Roche Holding AG		286			114,678			2.4	%
Amazon.com, Inc.		32			109,378			2.3	%
Oracle Corp.		1,157			103,114			2.2	%
Facebook, Inc.		262			99,259			2.1	%
Paychex, Inc.		859			98,296			2.1	%
AutoZone, Inc.		63			97,332			2.1	%
UnitedHealth Group, Inc.		230			95,887			2.0	%
Koninklijke Ahold Delhaize		2,529			85,286			1.8	%
Royal Bank of Canada		832			85,286			1.8	%
Walmart, Inc.		566			83,840			1.8	%
Swedish Match AB		8,881			81,913			1.7	%
S&P Global, Inc.		181			80,468			1.7	%
RELX PLC		2,595			78,058			1.7	%
Novo Nordisk A/S		774			77,095			1.6	%
Constellation Software, Inc./Canada		45			75,649			1.6	%
Partners Group Holding AG		39			68,903			1.5	%
Texas Instruments, Inc.		351			66,976			1.4	%
Salmar ASA		993			66,494			1.4	%
Capgemini SE		296			66,494			1.4	%
JPMorgan Chase & Co.		416			66,494			1.4	%
Procter & Gamble Co. (The)		467			66,494			1.4	%
Home Depot, Inc. (The)		196			64,085			1.4	%
Deckers Outdoor Corp.		138			57,821			1.2	%
Royal Dutch Shell PLC		29			57,339			1.2	%
T. Rowe Price Group, Inc.		243			54,448			1.2	%
Nippon Telegraph & Telephone Co.		2,019			53,966			1.1	%
Automatic Data Processing, Inc.		256			53,484			1.1	%
Taiwan Semiconductor Manufacturing Co., Ltd.		449			53,484			1.1	%
Oracle Corp./Japan		632			52,039			1.1	%
Progressive Corp. (The)		530			51,075			1.1	%
CME Group, Inc.		244			49,148			1.0	%
Electronic Arts, Inc.		338			49,148			1.0	%
NextEra Energy, Inc.		579			48,666			1.0	%
Toronto-Dominion Bank (The)		743			48,184			1.0	%
NortonLifeLock, Inc.		1,778			47,220			1.0	%
Booz Allen Hamilton Holding Corp.		571			46,739			1.0	%
Thermo Fisher Scientific, Inc.		84			46,739			1.0	%
Visa, Inc.		202			46,257			1.0	%
Philip Morris International, Inc.		449			46,257			1.0	%
DBS Group Holdings Ltd.		2,054			45,775			1.0	%
Bank Leumi Le-Israel BM		55			45,293			1.0	%
Adobe, Inc.		67			44,329			0.9	%
Anthem, Inc.		117			43,848			0.9	%
Other Long		29,101			1,455,162			30.9	%

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    59

STATEMENT OF ASSETS & LIABILITIES

August 31, 2021

Assets
Investments in securities, at value
Unaffiliated issuers (cost $88,703,680)	$	94,287,024
Affiliated issuers (cost $2,985,044)		2,985,044
Cash		3,053
Cash collateral due from broker		2,970,173
Foreign currencies, at value (cost $170,161)		170,266
Unaffiliated interest and dividends receivable		722,511
Unrealized appreciation on forward currency exchange contracts		470,226
Receivable for variation margin on futures		65,274
Unrealized appreciation on total return swaps		20,813
Receivable for investment securities sold and foreign currency transactions		14,823
Receivable for terminated total return swaps		13,569
Receivable for shares of beneficial interest sold		321
Affiliated dividends receivable		14
Total assets		101,723,111
Liabilities
Payable for investment securities purchased and foreign currency transactions		3,223,452
Cash collateral due to broker		1,464,000
Unrealized depreciation on forward currency exchange contracts		246,194
Market value on credit default swaps (net premiums received $70,679)		165,925
Unrealized depreciation on total return swaps		38,307
Payable for shares of beneficial interest redeemed		18,260
Distribution fee payable		12,948
Unrealized depreciation on interest rate swaps		8,096
Payable for terminated total return swaps		7,274
Trustees’ fees payable		4,856
Advisory fee payable		4,093
Transfer Agent fee payable		2,919
Payable for variation margin on centrally cleared swaps		2,603
Foreign capital gains tax payable		233
Accrued expenses		275,789
Total liabilities		5,474,949
Net Assets	$	96,248,162
Composition of Net Assets
Shares of beneficial interest, at par	$	73
Additional paid-in capital		88,668,969
Distributable earnings		7,579,120
Net Assets	$	96,248,162

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	53,519,813		4,063,741	$	13.17	*
C	$	2,438,608		181,316	$	13.45
Advisor	$	40,289,741		3,054,555	$	13.19

* The maximum offering price per share for Class A shares was $13.75 which reflects a sales charge of 4.25%.

See notes to financial statements.

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

STATEMENT OF OPERATIONS

Year Ended August 31, 2021

Investment Income
Interest	$	1,682,655
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $47,847)		1,152,322
Affiliated issuers		1,256
Other income		250		$	2,836,483
Expenses
Advisory fee (see Note B)		497,767
Distribution fee—Class A		135,718
Distribution fee—Class C		32,907
Transfer agency—Class A		40,022
Transfer agency—Class C		2,632
Transfer agency—Advisor Class		24,010
Custody and accounting		209,283
Audit and tax		86,883
Registration fees		51,693
Legal		36,353
Printing		35,931
Trustees’ fees		20,057
Miscellaneous		35,069
Total expenses		1,208,325
Less: expenses waived and reimbursed by the Adviser (see Note B)		(373,686	)
Net expenses					834,639
Net investment income					2,001,844
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)					4,005,787
Forward currency exchange contracts					309,922
Futures					4,509,931
Options written					33,279
Swaps					(345,181	)
Foreign currency transactions					98,858
Net change in unrealized appreciation/depreciation of:
Investments(b)					3,015,302
Forward currency exchange contracts					193,488
Futures					(1,209,809	)
Options written					(2,681	)
Swaps					(12,015	)
Foreign currency denominated assets and liabilities					(53,884	)
Net gain on investment and foreign currency transactions					10,542,997
Contributions from Affiliates (see Note B)					77
Net Increase in Net Assets from Operations				$	12,544,918

(a) Net of foreign realized capital gains taxes of $5,631.

(b) Net of decrease in accrued foreign capital gains taxes on unrealized gains of $1,181.

See notes to financial statements.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    61

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended August 31, 2021			Year Ended August 31, 2020
Increase (Decrease) in Net Assets from Operations
Net investment income	$	2,001,844		$	2,595,448
Net realized gain (loss) on investment and foreign currency transactions		8,612,596			(5,784,162	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,930,401			(227,651	)
Contributions from Affiliates (see Note B)		77			– 0	–
Net increase (decrease) in net assets from operations		12,544,918			(3,416,365	)
Distributions to Shareholders
Class A		(1,655,580	)		(2,986,845	)
Class B		– 0	–		(1,897	)
Class C		(72,699	)		(201,470	)
Advisor Class		(1,075,197	)		(1,617,428	)
Transactions in Shares of Beneficial Interest
Net decrease		(3,564,890	)		(5,914,904	)
Total increase (decrease)		6,176,552			(14,138,909	)
Net Assets
Beginning of period		90,071,610			104,210,519
End of period	$	96,248,162		$	90,071,610

See notes to financial statements.

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

NOTES TO FINANCIAL STATEMENTS

August 31, 2021

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed All Market Income Portfolio (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    63

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    65

NOTES TO FINANCIAL STATEMENTS (continued)

unobservable and significant to the fair value, these investments will be classified as Level 3.

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

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Long-Term Municipal Bonds

$

– 0

–

$

53,414,538

$

– 0

–

$

53,414,538

Short-Term Municipal Notes

– 0

–

1,700,000

– 0

–

1,700,000

Common Stocks:

– 0

–

Information Technology

5,884,799

587,916

– 0

–

6,472,715

Financials

2,907,085

1,893,103

– 0

–

4,800,188

Consumer Discretionary

2,692,042

981,693

– 0

–

3,673,735

Health Care

2,715,359

816,310

– 0

–

3,531,669

Communication Services

2,063,533

782,697

– 0

–

2,846,230

Industrials

1,606,520

1,165,928

– 0

–

2,772,448

Materials

644,274

680,592

– 0

–

1,324,866

Real Estate

1,070,397

232,872

– 0

–

1,303,269

Energy

375,867

579,419

– 0

–

955,286

Consumer Staples

604,722

292,793

– 0

–

897,515

Utilities

399,034

495,552

– 0

–

894,586

Preferred Stocks

6,559,707

– 0

–

– 0

–

6,559,707

Investment Companies

1,682,948

– 0

–

– 0

–

1,682,948

Options Purchased—Puts

– 0

–

1,185,875

– 0

–

1,185,875

Corporates—Non-Investment Grade

– 0

–

107,585

– 0

–

107,585

Collateralized Mortgage Obligations

– 0

–

163,864

– 0

–

163,864

Short-Term Investments

2,985,044

– 0

–

– 0

–

2,985,044

Total Investments in Securities

32,191,331

65,080,737

– 0

–

97,272,068

Other Financial Instruments(a):

Assets:

Futures

661,989

– 0

–

– 0

–

661,989

(b)

Forward Currency Exchange Contracts

– 0

–

470,226

– 0

–

470,226

Centrally Cleared Credit Default Swaps

– 0

–

531,999

– 0

–

531,999

(b)

Centrally Cleared Inflation (CPI) Swaps

– 0

–

497,830

– 0

–

497,830

(b)

Centrally Cleared Interest Rate Swaps

– 0

–

151,566

– 0

–

151,566

(b)

Total Return Swaps

– 0

–

20,813

– 0

–

20,813

Liabilities:

Futures

(97,157

)

– 0

–

– 0

–

(97,157

)(b)

Forward Currency Exchange Contracts

– 0

–

(246,194

)

– 0

–

(246,194

)

Centrally Cleared Credit Default Swaps

– 0

–

(81,062

)

– 0

–

(81,062

)(b)

Centrally Cleared Inflation (CPI) Swaps

– 0

–

(9,811

)

– 0

–

(9,811

)(b)

Centrally Cleared Interest Rate Swaps

– 0

–

(77,694

)

– 0

–

(77,694

)(b)

Credit Default Swaps

– 0

–

(165,925

)

– 0

–

(165,925

)

Interest Rate Swaps

– 0

–

(8,096

)

– 0

–

(8,096

)

Total Return Swaps

– 0

–

(38,307

)

– 0

–

(38,307

)

Total

$

32,756,163

$

66,126,082

$

– 0

–

$

98,882,245

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    67

NOTES TO FINANCIAL STATEMENTS (continued)

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

securities are purchased or sold. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has contractually agreed to waive advisory fees and/or to bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transactions costs), on an annual basis (the “Expense Caps”) to .99%, 1.74% and .74% of the daily average net assets for the Class A, Class C and Advisor Class shares, respectively. For the year ended August 31, 2021, such reimbursement amounted to $369,811. The Expense Caps will remain in effect through December 31, 2021.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    69

NOTES TO FINANCIAL STATEMENTS (continued)

networking services. Such compensation retained by ABIS amounted to $35,023 for the year ended August 31, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $333 from the sale of Class A shares and received $261 and $531 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended August 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended August 31, 2021, such waiver amounted to $3,875.

A summary of the Fund’s transactions in AB mutual funds for the year ended August 31, 2021 is as follows:

Fund	Market Value 8/31/20 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 8/31/21 (000)		Dividend Income (000)
Government Money Market Portfolio	$	– 0	–	$	76,014	$	73,029	$	2,985	$	1

During the year ended August 31, 2021, the Adviser reimbursed the Fund $77 for trading losses incurred due to a trade entry error.

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to Class C shares. There are no distribution

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

NOTES TO FINANCIAL STATEMENTS (continued)

and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities Exchange Commission as being a “compensation” plan.

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2021 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	61,995,305	$	55,627,674
U.S. government securities		758,813		749,719

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	91,845,752
Gross unrealized appreciation	$	8,354,637
Gross unrealized depreciation		(2,329,171	)
Net unrealized appreciation	$	6,025,466

1. Derivative Financial Instruments

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    71

NOTES TO FINANCIAL STATEMENTS (continued)

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

• Futures

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

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

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

During the year ended August 31, 2021, the Fund held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates

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

NOTES TO FINANCIAL STATEMENTS (continued)

on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

During the year ended August 31, 2021, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. The Fund’s maximum payment for

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    73

NOTES TO FINANCIAL STATEMENTS (continued)

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

During the year ended August 31, 2021, the Fund held purchased options for hedging and non-hedging purposes. During the year ended August 31, 2021, the Fund held written options for hedging and non-hedging purposes.

• Swaps

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    75

NOTES TO FINANCIAL STATEMENTS (continued)

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

Interest Rate Swaps:

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

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

During the year ended August 31, 2021, the Fund held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

During the year ended August 31, 2021, the Fund held inflation (CPI) swaps for hedging and non-hedging purposes.

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

NOTES TO FINANCIAL STATEMENTS (continued)

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    77

NOTES TO FINANCIAL STATEMENTS (continued)

greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended August 31, 2021, the Fund held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

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

During the year ended August 31, 2021, the Fund held total return swaps for hedging and non-hedging purposes.

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

During the year ended August 31, 2021, the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	56,570	*
Equity contracts	Receivable/Payable for variation margin on futures		605,419	*	Receivable/Payable for variation margin on futures	$	97,157	*
Credit contracts	Receivable/Payable for variation margin on centrally cleared swaps		73,438	*	Receivable/Payable for variation margin on centrally cleared swaps		22,525	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		649,394	*	Receivable/Payable for variation margin on centrally cleared swaps		87,500	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		470,226		Unrealized depreciation on forward currency exchange contracts		246,194
Equity contracts	Investments in securities, at value		1,185,875
Interest rate contracts					Unrealized depreciation on interest rate swaps		8,096
Credit contracts					Market value on credit default swaps		165,925
Equity contracts	Unrealized appreciation on total return swaps		20,813		Unrealized depreciation on total return swaps		38,307
Total		$	3,061,735			$	665,704

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    79

NOTES TO FINANCIAL STATEMENTS (continued)

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

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(355,294	)	$	62,043
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		4,865,225			(1,271,852	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		309,922			193,488
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,031,822	)		(186,701	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		33,279			(2,681	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(70,253	)		147,247
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		146,003			(138,629	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(420,931	)		(20,633	)
Total		$	3,476,129		$	(1,217,718	)

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

NOTES TO FINANCIAL STATEMENTS (continued)

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended August 31, 2021:

Futures:
Average notional amount of buy contracts	$	31,418,823
Average notional amount of sale contracts	$	8,678,263
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	17,863,808
Average principal amount of sale contracts	$	18,873,726
Purchased Options:
Average notional amount	$	66,208,249	(a)
Options Written:
Average notional amount	$	9,682,239	(b)
Interest Rate Swaps:
Average notional amount	$	390,000
Inflation Swaps:
Average notional amount	$	5,707,500	(c)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	12,257,013
Centrally Cleared Inflation Swaps:
Average notional amount	$	4,414,000
Credit Default Swaps:
Average notional amount of sale contracts	$	609,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	733,846
Average notional amount of sale contracts	$	2,444,869	(d)
Total Return Swaps:
Average notional amount	$	12,844,399

(a) Positions were open for five months during the year.

(b) Positions were open for seven months during the year.

(c) Positions were open for one month during the year.

(d) Positions were open for nine months during the year.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of August 31, 2021. Exchange-traded derivatives

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    81

NOTES TO FINANCIAL STATEMENTS (continued)

and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	241,211	$	(28,384	)	$	(212,827	)	$	– 0	–	$	– 0	–
Barclays Bank PLC		61,915		(27,024	)		– 0	–		– 0	–		34,891
BNP Paribas SA		1,343		– 0	–		– 0	–		– 0	–		1,343
Citibank, NA/Citigroup Global Markets, Inc.		93,381		(29,926	)		– 0	–		– 0	–		63,455
Deutsche Bank AG		9,665		(9,665	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA/Goldman Sachs International		59,292		(59,292	)		– 0	–		– 0	–		– 0	–
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		60,918		(53,051	)		– 0	–		– 0	–		7,867
Natwest Markets PLC		66,458		– 0	–		– 0	–		– 0	–		66,458
Standard Chartered Bank		46,321		(20,016	)		– 0	–		– 0	–		26,305
State Street Bank & Trust Co.		38,126		(38,126	)		– 0	–		– 0	–		– 0	–
UBS AG		998,284		– 0	–		(998,284	)		– 0	–		– 0	–
Total	$	1,676,914	$	(265,484	)	$	(1,211,111	)	$	– 0	–	$	200,319	^

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

NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	28,384	$	(28,384	)	$	– 0	–	$	– 0	–	$	– 0	–
Barclays Bank PLC		27,024		(27,024	)		– 0	–		– 0	–		– 0	–
Citibank, NA/Citigroup Global Markets, Inc.		29,926		(29,926	)		– 0	–		– 0	–		– 0	–
Credit Suisse International		86,851		– 0	–		– 0	–		– 0	–		86,851
Deutsche Bank AG		29,532		(9,665	)		– 0	–		– 0	–		19,867
Goldman Sachs Bank USA/Goldman Sachs International		111,124		(59,292	)		(51,832	)		– 0	–		– 0	–
Morgan Stanley Capital Services LLC/Morgan Stanley Capital Services, Inc.		53,051		(53,051	)		– 0	–		– 0	–		– 0	–
Standard Chartered Bank		20,016		(20,016	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		72,614		(38,126	)		– 0	–		– 0	–		34,488
Total	$	458,522	$	(265,484	)	$	(51,832	)	$	– 0	–	$	141,206	^

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

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

2. Currency Transactions

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Shares of Beneficial Interest

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

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class A
Shares sold		22,718			215,245		$	282,212		$	2,743,264
Shares issued in reinvestment of dividends		116,701			212,644			1,452,606			2,623,471
Shares converted from Class B		– 0	–		42,297			– 0	–		546,700
Shares converted from Class C		108,239			78,955			1,360,446			946,823
Shares redeemed		(807,608	)		(1,024,381	)		(10,111,097	)		(11,875,720	)
Net decrease		(559,950	)		(475,240	)	$	(7,015,833	)	$	(5,015,462	)
Class B
Shares sold		– 0	–		225		$	– 0	–	$	2,968
Shares issued in reinvestment of dividends		– 0	–		133			– 0	–		1,757
Shares converted to Class A		– 0	–		(41,244	)		– 0	–		(546,700	)
Shares redeemed		– 0	–		(314	)		– 0	–		(4,141	)
Net decrease		– 0	–		(41,200	)	$	– 0	–	$	(546,116	)
Class C
Shares sold		6,955			55,349		$	87,721		$	617,544
Shares issued in reinvestment of dividends		5,290			14,105			66,843			178,494
Shares converted to Class A		(106,049	)		(77,461	)		(1,360,446	)		(946,823	)
Shares redeemed		(67,354	)		(75,986	)		(845,748	)		(879,064	)
Net decrease		(161,158	)		(83,993	)	$	(2,051,630	)	$	(1,029,849	)
Advisor Class
Shares sold		914,429			1,001,535		$	11,625,588		$	11,746,117
Shares issued in reinvestment of dividends		63,877			101,699			797,031			1,253,140
Shares redeemed		(563,557	)		(1,059,496	)		(6,920,046	)		(12,322,734	)
Net increase		414,749			43,738		$	5,502,573		$	676,523

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    85

NOTES TO FINANCIAL STATEMENTS (continued)

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

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

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

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

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    87

NOTES TO FINANCIAL STATEMENTS (continued)

to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended August 31, 2021.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:

	2021		2020
Distributions paid from:
Ordinary income	$	1,525,942	$	1,888,525
Net long-term capital gains		4,701		– 0	–
Total taxable distributions paid	$	1,530,643	$	1,888,525
Tax-exempt income		1,272,833		2,919,115
Total distributions paid	$	2,803,476	$	4,807,640

As of August 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	1,574,220	(a)
Other losses		(81,419	)(b)
Unrealized appreciation/(depreciation)		6,086,319	(c)
Total accumulated earnings/(deficit)	$	7,579,120

(a) During the fiscal year, the Fund utilized $4,971,237 of capital loss carry forwards to offset current year net realized gains.

(b) As of August 31, 2021, the cumulative deferred loss on straddles was $81,419.

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2021, the Fund did not have any capital loss carryforwards.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    89

NOTES TO FINANCIAL STATEMENTS (continued)

During the current fiscal year, permanent differences primarily due to contributions from the Adviser resulted in a net increase in distributable earnings and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE I

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

NOTE J

Subsequent Events

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

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

FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  11.83			$  12.75			$  12.68			$  13.93			$  13.20
Income From Investment Operations
Net investment income(a)(b)		.27			.32			.35			.36			.34	†
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.45			(.64	)		.49			(.01	)		.65
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		1.72			(.32	)		.84			.35			.99
Less: Dividends and Distributions
Dividends from net investment income		(.38	)		(.60	)		(.37	)		(.69	)		(.19	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)
Total dividends and distributions		(.38	)		(.60	)		(.77	)		(1.60	)		(.26	)
Net asset value, end of period		$  13.17			$  11.83			$  12.75			$  12.68			$  13.93
Total Return
Total investment return based on net asset value(d)*		14.87	%		(2.72	)%		7.22	%		2.54	%+		7.64	%†+
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$53,519			$54,677			$64,994			$68,946			$77,486
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.99	%		.98	%		.99	%		.99	%		1.08	%
Expenses, before waivers/reimbursements(e)(f)‡		1.40	%		1.33	%		1.35	%		1.31	%		1.25	%
Net investment income(b)		2.16	%		2.66	%		2.85	%		2.77	%		2.57	%†
Portfolio turnover rate		68	%		35	%		22	%		50	%		85	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.02	%		.02	%		.04	%		.11	%

See footnote summary on page 94.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    91

FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  12.06			$  12.98			$  12.90			$  13.93			$  13.19
Income From Investment Operations
Net investment income(a)(b)		.18			.24			.26			.27			.23	†
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.49			(.66	)		.49			(.02	)		.66
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		1.67			(.42	)		.75			.25			.89
Less: Dividends and Distributions
Dividends from net investment income		(.28	)		(.50	)		(.27	)		(.37	)		(.08	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)
Total dividends and distributions		(.28	)		(.50	)		(.67	)		(1.28	)		(.15	)
Net asset value, end of period		$  13.45			$  12.06			$  12.98			$  12.90			$  13.93
Total Return
Total investment return based on net asset value(d)*		13.97	%		(3.37	)%		6.33	%		1.83	%+		6.82	%†+
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,439			$4,131			$5,537			$7,383			$11,986
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.74	%		1.73	%		1.74	%		1.74	%		1.86	%
Expenses, before waivers/reimbursements(e)(f)‡		2.14	%		2.09	%		2.10	%		2.05	%		1.99	%
Net investment income(b)		1.43	%		1.92	%		2.11	%		2.02	%		1.72	%†
Portfolio turnover rate		68	%		35	%		22	%		50	%		85	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.02	%		.02	%		.04	%		.11	%

See footnote summary on page 94.

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

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$11.84			$12.77			$12.70			$13.96			$13.24
Income From Investment Operations
Net investment income(a)(b)		.30			.35			.38			.39			.37	†
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.46			(.65	)		.49			.00	(c)		.64
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		1.76			(.30	)		.87			.39			1.01
Less: Dividends and Distributions
Dividends from net investment income		(.41	)		(.63	)		(.40	)		(.74	)		(.22	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.40	)		(.91	)		(.07	)
Total dividends and distributions		(.41	)		(.63	)		(.80	)		(1.65	)		(.29	)
Net asset value, end of period		$13.19			$11.84			$12.77			$12.70			$13.96
Total Return
Total investment return based on net asset value(d)		15.13	%		(2.47	)%		7.48	%		2.95	%		7.84	%†+
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$40,290			$31,264			$33,141			$35,479			$39,646
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		.74	%		.73	%		.74	%		.74	%		.84	%
Expenses, before waivers/reimbursements(e)(f)‡		1.15	%		1.08	%		1.10	%		1.06	%		1.00	%
Net investment income(b)		2.38	%		2.91	%		3.10	%		3.02	%		2.81	%†
Portfolio turnover rate		68	%		35	%		22	%		50	%		85	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.02	%		.02	%		.04	%		.11	%

See footnote summary on page 94.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    93

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended August 31, 2020 and August 31, 2017, such waiver amounted to .01% and .04%, respectively.

(f) The expense ratios presented below exclude bank overdraft expense:

	Year Ended August 31,
	2021			2020			2019			2018			2017
Class A
Net of waivers/reimbursements		.99	%		.98	%		.99	%		.99	%		1.08	%
Before waivers/reimbursements		1.40	%		1.33	%		1.35	%		1.30	%		1.25	%
Class C
Net of waivers/reimbursements		1.74	%		1.73	%		1.74	%		1.74	%		1.86	%
Before waivers/reimbursements		2.14	%		2.09	%		2.10	%		2.04	%		1.99	%
Advisor Class
Net of waivers/reimbursements		.74	%		.73	%		.74	%		.74	%		.84	%
Before waivers/reimbursements		1.15	%		1.08	%		1.10	%		1.05	%		1.00	%

† For the year ended August 31, 2017, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.012	.09%	.09%

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .01% and .01%, respectively.

+ The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

See notes to financial statements.

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

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Tax-Managed All Market Income Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Tax-Managed All Market Income Portfolio (the “Fund”) (one of the series constituting The AB Portfolios (the “Company”)), including the portfolio of investments, as of August 31, 2021, and the related statement 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 related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The AB Portfolios) at August 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    95

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

October 28, 2021

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

2021 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended August 31, 2021. For individual shareholders, the Fund designates 61.91% of dividends paid as qualified dividend income. For corporate shareholders, 32.30% of dividends paid qualify for the dividends received deduction. The Fund designates $4,701 of dividends paid as long-term capital gains dividends.

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 2022.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    97

BOARD OF TRUSTEES

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Onur Erzan, President and Chief Executive Officer Nancy P. Jacklin⁽¹⁾ Jeanette W. Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Morgan C. Harting⁽²⁾, Vice President Daniel J. Loewy⁽²⁾, Vice President Karen Watkin⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc. 501 Commerce Street Nashville, TN 37203 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP One Manhattan West New York, NY 10001

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

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

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

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Onur Erzan,# 45 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. Prior to joining the firm in January 2021, he spent 20 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		75	None

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    99

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr.,## Chairman of the Board 80 (2005)	Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 all 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 AB Funds since February 2014.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Jorge A. Bermudez,## 70 (2020)	Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		75	Moody’s Corporation since April 2011
Michael J. Downey,## 77 (2005)	Private Investor since prior to 2016. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 until January 2019. 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.		75	None

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    101

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Nancy P. Jacklin,## 73 (2006)	Private Investor since prior to 2016. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		75	None
Jeanette W. Loeb,## 69 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		75	Apollo Investment Corp. (business development company) since August 2011

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Carol C. McMullen,## 66 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		75	None

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    103

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Garry L. Moody,## 69 (2008)	Private Investor since prior to 2016. 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), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; 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 the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Earl D. Weiner,## 82 (2007)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.		73	None

* The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 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. Erzan 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.

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    105

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 45	President and Chief Executive Officer	See biography above.
Morgan C. Harting 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016.
Daniel J. Loewy 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer and Head of Multi-Asset Solutions and Chief Investment Officer of Dynamic Asset Allocation.
Karen Watkin 44	Vice President	Portfolio Manager for the Multi-Asset Solutions business in EMEA and Senior Vice President of the Adviser**, with which she has been associated since prior to 2016.
Emilie D. Wrapp 65	Clerk	Senior Vice President, Assistant General Counsel and Assistant Clerk of ABI**, with which she has been associated since prior to 2016.
Michael B. Reyes 45	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2016.
Joseph J. Mantineo 62	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
Phyllis J. Clarke 60	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2016.
Vincent S. Noto 56	Chief Compliance Officer	Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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

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

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

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

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

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

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

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    107

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

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

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed All Market Income Portfolio (the “Fund”) at a meeting held by video conference on August 3-4, 2021 (the “Meeting”).

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

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    109

judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2019 and 2020 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

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

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

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2021 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    111

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

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

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give

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

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

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    113

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio¹

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio¹

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

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

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

1 Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee^™ US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee^™ High Yield Portfolio.

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

NOTES

abfunds.com AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO    ^|    115

NOTES

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

AB TAX-MANAGED ALL MARKET INCOME PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TAMI-0151-0821                

AUG    ^08.31.21

ANNUAL REPORT

AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

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

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

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

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

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

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

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

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

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

FROM THE PRESIDENT

Dear Shareholder,

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

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

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

⁺  Applying differentiated investment insights through a connected global research network

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

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

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

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

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    1

ANNUAL REPORT

October 6, 2021

This report provides management’s discussion of fund performance for the AB Tax-Managed Wealth Appreciation Strategy for the annual reporting period ended August 31, 2021.

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

NAV RETURNS AS OF AUGUST 31, 2021 (unaudited)

	6 Months		12 Months
AB TAX-MANAGED WEALTH APPRECIATION STRATEGY
Class A Shares		14.53%		29.83%
Class C Shares		14.13%		28.85%
Advisor Class Shares1		14.74%		30.14%
MSCI ACWI (net)		13.80%		28.64%

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended August 31, 2021.

During the 12-month period, all share classes of the Fund outperformed the benchmark, before sales charges. Stock selection was the primary driver of outperformance, relative to the benchmark. Country selection was also positive, and sector selection detracted somewhat. The Fund’s overweight to smaller-cap stocks globally added to performance, as did underweights to non-US and emerging-market stocks. Stock selection contributed within the most cyclical sectors, as world equity markets recovered strongly, with positive stock selection within financials, consumer discretionary and industrials adding to returns. This was partially offset by weak stock selection in the materials sector and non-US securities. An underweight to financials and an overweight to consumer discretionary also detracted.

During the six-month period, all share classes of the Fund outperformed the benchmark, before sales charges. Outperformance was led by positive

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

stock selection across all regions. While global equity markets continued to experience double-digit returns, leadership rotated away from small-cap, value and emerging-market stocks and back into US, large-cap and growth stocks. The Fund’s overweight to smaller-cap stocks detracted modestly, but this was offset by an overweight to US large-cap stocks and positive stock selection across all regions. Contributions came from strong stock selection within communication services, consumer discretionary and financials. Sector selection also detracted due to an overweight to consumer discretionary.

The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities recorded strong double-digit returns for the 12-month period ended August 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased in the middle of the period as the rapid economic recovery triggered inflationary fears and prompted intervals of style rotation as growth- and value-oriented shares traded leadership. Global monetary policy remained dovish and markets were calmed after the US Federal Reserve (the “Fed”) and key central banks emphasized the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely. At the end of the period, market sentiment fluctuated under the overhang of rapidly rising coronavirus delta variant cases and the fear of sudden tapering of asset purchases by the Fed. Global markets were reassured after Fed Chair Jerome Powell reaffirmed previous comments regarding the possible timing of tapering and rate hikes. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and despite intervals of market rotation, value-style stocks outperformed their growth-style peers.

Throughout the reporting period, the Fund maintained a balanced approach with exposure across many parts of the world. The Fund continues to feature US and non-US large-cap stocks designed to provide stable participation in global equity markets as well as exposure to emerging markets and global smaller-cap stocks to provide higher returns. The Fund also remains style balanced, with equal exposures to growth, value and core styles of investing, which is intended to help the Fund seek to generate active returns across the full economic cycle.

The Fund’s Senior Investment Management Team (the “Team”) seeks improved equity risk control by utilizing the Adviser’s Strategic Equities services as the core equity allocation to US and international markets. This diversified exposure across equity markets and emphasis on a broad set of stocks, which includes companies with historical and projected stable earnings and higher profitability, eliminates the need for diversifiers to limit volatility. The Team believes this allocation offers the potential to achieve

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

higher returns, with similar levels of volatility, increasing risk-adjusted returns in an all-equity service to meet the long-term growth goal—growth of capital.

INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that historically have provided some indication of favorable future returns, including metrics related to valuation, quality, investor behavior and corporate behavior.

Bernstein International Strategic Equities Portfolio focuses on investing in non-US large-cap and mid-cap equity securities. Bernstein International Strategic Equities Portfolio follows a strategy similar to US Strategic Equities, but in the international context.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Adviser may employ currency hedging strategies in the Fund or the Underlying Portfolios, including the use of currency-related derivatives, to seek to reduce currency risk in the Fund or the Underlying Portfolios, but it is not required to do so.

(continued on next page)

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

The Fund seeks to maximize after-tax returns to shareholders by taking into account the tax impact of buy and sell investment decisions on its shareholders. For example, the Adviser may sell certain securities in order to realize capital losses. Capital losses may be used to offset realized capital gains. To minimize capital gains distributions, the Adviser may sell securities in the Fund with the highest cost basis. The Adviser may monitor the length of time the Fund has held an investment to evaluate whether the investment should be sold at a short-term gain or held for a longer period so that the gain on the investment will be taxed at the lower long-term rate. In making this decision, the Adviser considers whether, in its judgment, the risk of continued exposure to the investment is worth the tax savings of a lower capital gains rate. There can be no assurance that any of these strategies will be effective or that their use will not adversely affect the gross returns of the Fund.

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

DISCLOSURES AND RISKS

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

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

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

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both

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

DISCLOSURES AND RISKS (continued)

their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

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

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    7

DISCLOSURES AND RISKS (continued)

sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

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

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

8/31/2011 TO 8/31/2021

This chart illustrates the total value of an assumed $10,000 investment in AB Tax-Managed Wealth Appreciation Strategy Class A shares (from 8/31/2011 to 8/31/2021) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    9

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2021 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		29.83%		24.28%
5 Years		13.10%		12.12%
10 Years		10.93%		10.45%
CLASS C SHARES
1 Year		28.85%		27.85%
5 Years		12.25%		12.25%
10 Years1		10.11%		10.11%
ADVISOR CLASS SHARES2
1 Year		30.14%		30.14%
5 Years		13.39%		13.39%
10 Years		11.22%		11.22%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.38%, 2.13% and 1.13% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.02%, 1.77% and 0.77% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

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

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

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

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		22.37%
5 Years		11.04%
10 Years		11.09%
CLASS C SHARES
1 Year		25.91%
5 Years		11.18%
10 Years1		10.77%
ADVISOR CLASS SHARES2
1 Year		28.15%
5 Years		12.30%
10 Years		11.88%

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    11

HISTORICAL PERFORMANCE (continued)

RETURNS AFTER TAXES ON DISTRIBUTIONS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		22.01%
5 Years		9.59%
10 Years		9.99%
CLASS C SHARES
1 Year		25.85%
5 Years		10.00%
10 Years1		9.90%
ADVISOR CLASS SHARES2
1 Year		27.69%
5 Years		10.76%
10 Years		10.69%

RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	Returns
CLASS A SHARES
1 Year		13.35%
5 Years		8.32%
10 Years		8.81%
CLASS C SHARES
1 Year		15.38%
5 Years		8.56%
10 Years1		8.65%
ADVISOR CLASS SHARES2
1 Year		16.79%
5 Years		9.32%
10 Years		9.47%

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

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

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

EXPENSE EXAMPLE

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

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

EXPENSE EXAMPLE (continued)

	Beginning Account Value March 1, 2021		Ending Account Value August 31, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,145.30	$	3.46		0.64	%	$	5.52		1.02	%
Hypothetical**	$	1,000	$	1,021.98	$	3.26		0.64	%	$	5.19		1.02	%
Class C
Actual	$	1,000	$	1,141.30	$	7.50		1.39	%	$	9.55		1.77	%
Hypothetical**	$	1,000	$	1,018.20	$	7.07		1.39	%	$	9.00		1.77	%
Advisor Class
Actual	$	1,000	$	1,147.40	$	2.11		0.39	%	$	4.17		0.77	%
Hypothetical**	$	1,000	$	1,023.24	$	1.99		0.39	%	$	3.92		0.77	%

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

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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

PORTFOLIO SUMMARY

August 31, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $853.4

1 All data are as of August 31, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). Sectors shown include investments of Underlying Portfolios.

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

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

PORTFOLIO OF INVESTMENTS

August 31, 2021

Company	Shares		U.S. $ Value
COMMON STOCKS – 52.1%
Information Technology – 14.1%
Communications Equipment – 0.1%
Cisco Systems, Inc./Delaware		14,232	$	839,973
Electronic Equipment, Instruments & Components – 0.5%
CDW Corp./DE		20,234		4,059,143
IT Services – 2.7%
Automatic Data Processing, Inc.		2,038		426,023
FleetCor Technologies, Inc.(a)		5,009		1,318,769
Genpact Ltd.		79,503		4,124,616
PayPal Holdings, Inc.(a)		17,527		5,059,344
Visa, Inc. – Class A		50,990		11,681,809
				22,610,561
Semiconductors & Semiconductor Equipment – 2.6%
NVIDIA Corp.		28,732		6,431,658
NXP Semiconductors NV		22,646		4,871,834
QUALCOMM, Inc.		43,920		6,442,625
Texas Instruments, Inc.		22,265		4,250,611
Xilinx, Inc.		2,373		369,215
				22,365,943
Software – 5.6%
Adobe, Inc.(a)		6,667		4,424,888
Citrix Systems, Inc.		11,400		1,172,718
Microsoft Corp.		110,004		33,208,007
NortonLifeLock, Inc.		135,521		3,599,438
Oracle Corp.		63,936		5,698,616
				48,103,667
Technology Hardware, Storage & Peripherals – 2.6%
Apple, Inc.		128,412		19,496,794
Western Digital Corp.(a)		41,550		2,625,960
				22,122,754
				120,102,041
Consumer Discretionary – 7.6%
Auto Components – 0.5%
Goodyear Tire & Rubber Co. (The)(a)		9,110		144,303
Magna International, Inc. – Class A (United States)		50,674		3,998,685
				4,142,988
Automobiles – 0.3%
Stellantis NV		131,510		2,632,830

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Distributors – 0.4%
LKQ Corp.(a)		70,411	$	3,709,956
Diversified Consumer Services – 0.2%
Chegg, Inc.(a)		18,228		1,516,934
Hotels, Restaurants & Leisure – 0.2%
Booking Holdings, Inc.(a)		306		703,699
Starbucks Corp.		8,298		974,932
				1,678,631
Internet & Direct Marketing Retail – 2.2%
Amazon.com, Inc.(a)		4,124		14,313,538
eBay, Inc.		37,053		2,843,447
Etsy, Inc.(a)		7,970		1,723,592
				18,880,577
Specialty Retail – 2.5%
AutoZone, Inc.(a)		4,111		6,368,556
Home Depot, Inc. (The)		29,493		9,620,027
TJX Cos., Inc. (The)		70,480		5,125,305
				21,113,888
Textiles, Apparel & Luxury Goods – 1.3%
Deckers Outdoor Corp.(a)		8,024		3,357,643
NIKE, Inc. – Class B		50,290		8,284,774
				11,642,417
				65,318,221
Communication Services – 7.0%
Diversified Telecommunication Services – 1.0%
Comcast Corp. – Class A		143,339		8,697,810
Entertainment – 0.5%
Electronic Arts, Inc.		27,119		3,937,950
Walt Disney Co. (The)(a)		3,242		587,775
				4,525,725
Interactive Media & Services – 4.9%
Alphabet, Inc. – Class A(a)		700		2,025,765
Alphabet, Inc. – Class C(a)		8,352		24,297,972
Facebook, Inc. – Class A(a)		40,962		15,540,164
				41,863,901
Wireless Telecommunication Services – 0.6%
T-Mobile US, Inc.(a)		33,967		4,654,158
				59,741,594

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care – 6.9%
Biotechnology – 0.7%
Gilead Sciences, Inc.		412	$	29,985
Regeneron Pharmaceuticals, Inc.(a)		4,270		2,875,418
Vertex Pharmaceuticals, Inc.(a)		16,472		3,299,177
				6,204,580
Health Care Equipment & Supplies – 1.9%
Edwards Lifesciences Corp.(a)		46,200		5,413,716
Intuitive Surgical, Inc.(a)		784		825,991
Medtronic PLC		54,172		7,230,879
Zimmer Biomet Holdings, Inc.		16,256		2,445,715
				15,916,301
Health Care Providers & Services – 2.1%
Anthem, Inc.		13,407		5,029,368
UnitedHealth Group, Inc.		31,410		13,075,041
				18,104,409
Pharmaceuticals – 2.2%
Johnson & Johnson		16,264		2,815,786
Merck & Co., Inc.		10,156		774,801
Organon & Co.		1,015		34,398
Pfizer, Inc.		15,219		701,139
Roche Holding AG (Sponsored ADR)		154,834		7,775,764
Viatris, Inc.		3,219		47,094
Zoetis, Inc.		30,246		6,187,122
				18,336,104
				58,561,394
Financials – 5.1%
Banks – 2.8%
Bank of America Corp.		255,472		10,665,956
Citigroup, Inc.		44,028		3,166,053
JPMorgan Chase & Co.		7,890		1,262,006
PNC Financial Services Group, Inc. (The)		12,300		2,350,530
Wells Fargo & Co.		150,755		6,889,504
				24,334,049
Capital Markets – 1.9%
CME Group, Inc. – Class A		17,488		3,527,679
Goldman Sachs Group, Inc. (The)		20,839		8,617,135
LPL Financial Holdings, Inc.		23,086		3,413,265
S&P Global, Inc.		957		424,736
				15,982,815
Insurance – 0.4%
Progressive Corp. (The)		35,998		3,468,047
				43,784,911

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrials – 4.6%
Aerospace & Defense – 0.4%
L3Harris Technologies, Inc.		14,387	$	3,352,315
Airlines – 0.3%
Southwest Airlines Co.(a)		51,957		2,586,420
Construction & Engineering – 0.5%
AECOM(a)		66,087		4,332,664
Electrical Equipment – 0.8%
Eaton Corp. PLC		31,912		5,372,704
Regal Beloit Corp.		7,837		1,171,005
				6,543,709
Industrial Conglomerates – 0.1%
Honeywell International, Inc.		3,497		810,989
Machinery – 0.2%
Ingersoll Rand, Inc.(a)		37,770		2,002,565
Professional Services – 0.6%
Booz Allen Hamilton Holding Corp.		16,622		1,361,508
Robert Half International, Inc.		34,921		3,610,831
				4,972,339
Road & Rail – 1.2%
CSX Corp.		148,905		4,843,880
Knight-Swift Transportation Holdings, Inc.		78,845		4,094,421
Norfolk Southern Corp.		4,252		1,078,052
				10,016,353
Trading Companies & Distributors – 0.5%
United Rentals, Inc.(a)		12,382		4,366,512
				38,983,866
Consumer Staples – 2.5%
Beverages – 0.4%
Coca-Cola Co. (The)		63,907		3,598,603
Food & Staples Retailing – 1.2%
Costco Wholesale Corp.		7,999		3,643,465
Walmart, Inc.		46,273		6,853,031
				10,496,496
Household Products – 0.9%
Procter & Gamble Co. (The)		52,526		7,479,177
				21,574,276

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Real Estate – 1.5%
Equity Real Estate Investment Trusts (REITs) – 1.5%
American Campus Communities, Inc.		41,608	$	2,115,767
American Tower Corp.		9,691		2,831,419
CubeSmart		6,439		344,487
Mid-America Apartment Communities, Inc.		28,681		5,517,364
Prologis, Inc.		15,294		2,059,490
				12,868,527
Real Estate Management & Development – 0.0%
CBRE Group, Inc. – Class A(a)		450		43,335
				12,911,862
Utilities – 1.2%
Electric Utilities – 1.2%
American Electric Power Co., Inc.		56,656		5,074,678
Edison International		4,800		277,632
NextEra Energy, Inc.		54,624		4,587,870
				9,940,180
Materials – 0.9%
Chemicals – 0.9%
Linde PLC		13,431		4,225,259
LyondellBasell Industries NV – Class A		27,469		2,756,514
Westlake Chemical Corp.		4,866		425,045
				7,406,818
Energy – 0.7%
Oil, Gas & Consumable Fuels – 0.7%
Chevron Corp.		35,795		3,463,882
EOG Resources, Inc.		39,363		2,657,790
				6,121,672
Total Common Stocks (cost $206,130,978)				444,446,835
INVESTMENT COMPANIES – 47.7%
Funds and Investment Trusts – 47.7%(b)(c)
AB Discovery Growth Fund, Inc. – Class Z		1,563,310		26,685,696
AB Trust – AB Discovery Value Fund – Class Z		1,096,809		28,593,816
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		3,756,855		51,882,170
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		18,240,390		258,831,131
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		1,286,134		20,050,825

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

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		624,013	$	21,597,090
Total Investment Companies (cost $339,182,272)				407,640,728
Total Investments – 99.8% (cost $545,313,250)				852,087,563
Other assets less liabilities – 0.2%				1,351,249
Net Assets – 100.0%			$	853,438,812

(a) Non-income producing security.

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

(c) Affiliated investments.

Glossary:

ADR – American Depositary Receipt

REIT – Real Estate Investment trust

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    21

STATEMENT OF ASSETS & LIABILITIES

August 31, 2021

Assets
Investments in securities, at value
Unaffiliated issuers (cost $206,130,978)	$	444,446,835
Affiliated issuers (cost $339,182,272)		407,640,728
Foreign currencies, at value (cost $99,858)		102,654
Receivable for investment securities sold		2,669,200
Unaffiliated dividends receivable		517,209
Receivable for shares of beneficial interest sold		211,139
Affiliated dividends receivable		7
Other assets		10,586
Total assets		855,598,358
Liabilities
Due to custodian		559,045
Payable for shares of beneficial interest redeemed		962,355
Advisory fee payable		211,213
Payable for investment securities purchased		144,211
Administrative fee payable		39,730
Distribution fee payable		11,008
Trustees’ fees payable		7,147
Transfer Agent fee payable		6,437
Foreign capital gains tax payable		2,429
Accrued expenses		215,971
Total liabilities		2,159,546
Net Assets	$	853,438,812
Composition of Net Assets
Shares of beneficial interest, at par	$	393
Additional paid-in capital		514,600,788
Distributable earnings		338,837,631
Net Assets	$	853,438,812

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	48,742,192		2,256,306	$	21.60	*
C	$	1,378,204		64,617	$	21.33
Advisor	$	803,318,416		36,984,728	$	21.72

* The maximum offering price per share for Class A shares was $22.56 which reflects a sales charge of 4.25%.

See notes to financial statements.

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

STATEMENT OF OPERATIONS

Year Ended August 31, 2021

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $87,502)	$	5,380,944
Affiliated issuers		3,883,903		$	9,264,847
Expenses
Advisory fee (see Note B)		5,010,415
Distribution fee—Class A		108,248
Distribution fee—Class C		19,027
Transfer agency—Class A		7,484
Transfer agency—Class C		424
Transfer agency—Advisor Class		125,436
Custody and accounting		144,640
Administrative		87,676
Audit and tax		71,280
Registration fees		55,488
Printing		51,405
Legal		43,526
Trustees’ fees		29,184
Miscellaneous		31,026
Total expenses		5,785,259
Less: expenses waived and reimbursed by the Adviser (see Note B)		(2,717,791	)
Net expenses					3,067,468
Net investment income					6,197,379
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Affiliated Underlying Portfolios					232,906
Investment transactions					30,556,891
Foreign currency transactions					1,106
Net realized gain distributions from Affiliated Underlying Portfolios					2,823,876
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					80,284,785
Investments					82,699,835
Foreign currency denominated assets and liabilities					(2,629	)
Net gain on investment and foreign currency transactions					196,596,770
Contributions from Affiliates (see Note B)					3,159
Net Increase in Net Assets from Operations				$	202,797,308

See notes to financial statements.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    23

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended August 31, 2021			Year Ended August 31, 2020
Increase in Net Assets from Operations
Net investment income	$	6,197,379		$	9,483,742
Net realized gain on investment and foreign currency transactions		30,790,903			4,772,783
Net realized gain distributions from Affiliated Underlying Portfolios		2,823,876			1,582,338
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		162,981,991			61,897,482
Contributions from Affiliates (see Note B)		3,159			– 0	–
Net increase in net assets from operations		202,797,308			77,736,345
Distributions to Shareholders
Class A		(417,754	)		(1,818,152	)
Class C		(4,650	)		(169,302	)
Advisor Class		(8,582,612	)		(33,352,145	)
Transactions in Shares of Beneficial Interest
Net decrease		(39,043,294	)		(41,164,215	)
Total increase		154,748,998			1,232,531
Net Assets
Beginning of period		698,689,814			697,457,283
End of period	$	853,438,812		$	698,689,814

See notes to financial statements.

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

NOTES TO FINANCIAL STATEMENTS

August 31, 2021

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates to the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C and Advisor Class shares. Class B shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

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

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

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

2. Fair Value Measurements

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

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

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

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    27

NOTES TO FINANCIAL STATEMENTS (continued)

such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

444,446,835

$

– 0

–

$

– 0

–

$

444,446,835

Investment Companies

407,640,728

– 0

–

– 0

–

407,640,728

Total Investments in Securities

852,087,563

– 0

–

– 0

–

852,087,563

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

852,087,563

$

– 0

–

$

– 0

–

$

852,087,563

(a) See Portfolio of Investments for sector classifications.

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated 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.

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

NOTES TO FINANCIAL STATEMENTS (continued)

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    29

NOTES TO FINANCIAL STATEMENTS (continued)

differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended August 31, 2021, the reimbursement for such services amounted to $87,676.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $79,805 for the year ended August 31, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $487 from the sale of Class A shares and received $0 and $12 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended August 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended August 31, 2021, such waiver amounted to $2,078.

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

NOTES TO FINANCIAL STATEMENTS (continued)

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until May 1, 2022. For the year ended August 31, 2021, such waivers and/or reimbursements amounted to $2,715,713.

A summary of the Fund’s transactions in AB mutual funds for the year ended August 31, 2021 is as follows:

																		Distributions
Fund	Market Value 8/31/20 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 8/31/21 (000)			Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio	$	237	$	75,182		$	75,419		$	– 0	–	$	– 0	–	$	– 0	–	$	1	$	– 0	–
AB Discovery Growth Fund, Inc.		19,995		4,300			1,884			542			3,733			26,686			76		2,824
AB Trust – AB Discovery Value Fund		16,342		2,522			1,121			(153	)		11,004			28,594			196		– 0	–
Bernstein Fund, Inc.:
International Small Cap Portfolio		41,474		529			2,561			(28	)		12,468			51,882			529		– 0	–
International Strategic Equities Portfolio		136,733		84,278	†		3,952			171			41,601			258,831			1,907		– 0	–
Small Cap Core Portfolio		19,085		85			5,311			(530	)		6,722			20,051			85		– 0	–
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		18,561		422			2,134			241			4,507			21,597			422		– 0	–
Tax-Managed International Portfolio		77,625		668			78,533	†		(10	)		250			– 0	–		668		– 0	–
Total									$	233		$	80,285		$	407,641		$	3,884	$	2,824

† Includes $77,442,511 of purchases / sales resulting from the merger of the Tax-Managed International Portfolio into the International Strategic Equities Portfolio, which took place on December 4, 2020.

During the year ended August 31, 2021, the Adviser reimbursed the Fund $3,159 for trading losses incurred due to a trade entry error.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    31

NOTES TO FINANCIAL STATEMENTS (continued)

Brokerage commissions paid on investment transactions for the year ended August 31, 2021 amounted to $38,120, of which $492 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plan

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

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

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2021 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	110,945,174		$	147,730,616
U.S. government securities		– 0	–		– 0	–

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

NOTES TO FINANCIAL STATEMENTS (continued)

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	545,601,544
Gross unrealized appreciation	$	307,658,857
Gross unrealized depreciation		(1,172,838	)
Net unrealized appreciation	$	306,486,019

1. Derivative Financial Instruments

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

The Fund did not engage in derivatives transactions for the year ended August 31, 2021.

2. Currency Transactions

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    33

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Shares of Beneficial Interest

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

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class A
Shares sold		46,346			27,520		$	863,359		$	435,509
Shares issued in reinvestment of dividends and distributions		20,852			99,482			371,580			1,626,540
Shares converted from Class B		– 0	–		13,839			– 0	–		230,023
Shares converted from Class C		54,526			71,358			1,032,666			1,119,363
Shares redeemed		(184,252	)		(250,404	)		(3,371,515	)		(3,791,428	)
Net decrease		(62,528	)		(38,205	)	$	(1,103,910	)	$	(379,993	)
Class B
Shares sold		– 0	–		6		$	– 0	–	$	143
Shares converted to Class A		– 0	–		(13,939	)		– 0	–		(230,023	)
Net decrease		– 0	–		(13,933	)	$	– 0	–	$	(229,880	)
Class C
Shares sold		1,944			5,268		$	36,240		$	83,473
Shares issued in reinvestment of dividends and distributions		251			9,401			4,436			152,481
Shares converted to Class A		(55,190	)		(72,274	)		(1,032,666	)		(1,119,363	)
Shares redeemed		(27,856	)		(89,780	)		(527,962	)		(1,317,146	)
Net decrease		(80,851	)		(147,385	)	$	(1,519,952	)	$	(2,200,555	)
Advisor Class
Shares sold		2,495,754			3,039,670		$	47,548,608		$	47,527,142
Shares issued in reinvestment of dividends and distributions		429,733			1,891,323			7,687,922			31,017,696
Shares redeemed		(4,837,677	)		(7,712,813	)		(91,655,962	)		(116,898,625	)
Net decrease		(1,912,190	)		(2,781,820	)	$	(36,419,432	)	$	(38,353,787	)

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

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

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

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

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

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

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

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    35

NOTES TO FINANCIAL STATEMENTS (continued)

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the

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

NOTES TO FINANCIAL STATEMENTS (continued)

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended August 31, 2021.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:

	2021		2020
Distributions paid from:
Ordinary income	$	6,191,520	$	12,291,441
Net long-term capital gains		2,813,496		23,048,158
Total taxable distributions paid	$	9,005,016	$	35,339,599

As of August 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	32,346,475
Unrealized appreciation/(depreciation)		306,491,156	(a)
Total accumulated earnings/(deficit)	$	338,837,631

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2021, the Fund did not have any capital loss carryforwards.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    37

NOTES TO FINANCIAL STATEMENTS (continued)

During the current fiscal year, there were no permanent differences that resulted in adjustments to distributable earnings or additional paid-in capital.

NOTE I

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

NOTE J

Subsequent Events

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

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

FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  16.81			$  15.66			$  16.76			$  16.85			$  15.08
Income From Investment Operations
Net investment income(a)(b)		.11			.18			.20			.18			.42
Net realized and unrealized gain (loss) on investment and foreign currency transactions		4.87			1.75			(.57	)		1.78			1.78
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		4.98			1.93			(.37	)		1.96			2.20
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.33	)		(.16	)		(.39	)		(.29	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)
Total dividends and distributions		(.19	)		(.78	)		(.73	)		(2.05	)		(.43	)
Net asset value, end of period		$  21.60			$  16.81			$  15.66			$  16.76			$  16.85
Total Return
Total investment return based on net asset value(d)*		29.83	%		12.44	%		(1.66	)%		12.13	%		14.98	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$48,742			$38,983			$36,908			$39,519			$39,479
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.63	%		.63	%		.63	%		.62	%		.88	%
Expenses, before waivers/reimbursements(e)‡		.98	%		.99	%		.99	%		1.00	%		1.01	%
Net investment income(b)		.57	%		1.15	%		1.30	%		1.05	%		2.70	%
Portfolio turnover rate		15	%		21	%		19	%		25	%		112	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.39	%		.39	%		.40	%		.23	%

See footnote summary on page 42.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS (continued)

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

	Class C
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  16.59			$  15.44			$  16.47			$  16.55			$  14.82
Income From Investment Operations
Net investment income (loss)(a)(b)		(.01	)		.09			.08			.05			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		4.79			1.69			(.54	)		1.75			1.78
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		4.78			1.78			(.46	)		1.80			2.05
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.18	)		– 0	–		(.22	)		(.18	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)
Total dividends and distributions		(.04	)		(.63	)		(.57	)		(1.88	)		(.32	)
Net asset value, end of period		$  21.33			$  16.59			$  15.44			$  16.47			$  16.55
Total Return
Total investment return based on net asset value(d)*		28.85	%		11.63	%		(2.42	)%		11.31	%		14.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,378			$2,413			$4,522			$8,577			$9,373
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.38	%		1.38	%		1.38	%		1.38	%		1.65	%
Expenses, before waivers/reimbursements(e)‡		1.74	%		1.74	%		1.74	%		1.75	%		1.76	%
Net investment income (loss)(b)		(.05	)%		.58	%		.53	%		.32	%		1.78	%
Portfolio turnover rate		15	%		21	%		19	%		25	%		112	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.39	%		.39	%		.40	%		.23	%

See footnote summary on page 42.

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

FINANCIAL HIGHLIGHTS (continued)

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

	Advisor Class
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  16.90			$  15.73			$  16.84			$  16.92			$  15.14
Income From Investment Operations
Net investment income(a)(b)		.16			.22			.24			.21			.45
Net realized and unrealized gain (loss) on investment and foreign currency transactions		4.89			1.77			(.58	)		1.80			1.80
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.05			1.99			(.34	)		2.01			2.25
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.37	)		(.20	)		(.43	)		(.33	)
Distributions from net realized gain on investment transactions		(.04	)		(.45	)		(.57	)		(1.66	)		(.14	)
Total dividends and distributions		(.23	)		(.82	)		(.77	)		(2.09	)		(.47	)
Net asset value, end of period		$  21.72			$  16.90			$  15.73			$  16.84			$  16.92
Total Return
Total investment return based on net asset value(d)*		30.14	%		12.78	%		(1.44	)%		12.41	%		15.27	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$803,319			$657,294			$655,810			$700,240			$638,666
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.38	%		.38	%		.38	%		.38	%		.64	%
Expenses, before waivers/reimbursements(e)‡		.73	%		.74	%		.74	%		.75	%		.76	%
Net investment income(b)		.82	%		1.41	%		1.51	%		1.28	%		2.89	%
Portfolio turnover rate		15	%		21	%		19	%		25	%		112	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.39	%		.39	%		.40	%		.23	%

See footnote summary on page 42.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    41

FINANCIAL HIGHLIGHTS (continued)

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended August 31, 2021, August 31, 2020, August 31, 2019, August 31, 2018 and August 31, 2017, such waiver amounted to .35%, 36%, .36%, .37% and .12%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .02% and .02%, respectively.

See notes to financial statements.

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

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Tax-Managed Wealth Appreciation Strategy

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) (one of the series constituting The AB Portfolios (the “Company”)), including the portfolio of investments, as of August 31, 2021, and the related statement 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 related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The AB Portfolios) at August 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    43

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

October 28, 2021

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

2021 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended August 31, 2021. For individual shareholders, the Fund designates 100% of dividends paid as qualified dividend income. For corporate shareholders, 73.47% of dividends paid qualify for the dividends received deduction. The Fund designates $2,813,496 of dividends paid as long-term capital gain dividends.

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 2022.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    45

TRUSTEES

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Onur Erzan, President and Chief Executive Officer Nancy P. Jacklin⁽¹⁾ Jeanette W. Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Ding Liu⁽²⁾, Vice President Nelson Yu⁽²⁾, Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc. 501 Commerce Street Nashville, TN 37203 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP One Manhattan West New York, NY 10001

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

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

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

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Onur Erzan,# 45 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. Prior to joining the firm in January 2021, he spent 20 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		75	None

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    47

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr.,## Chairman of the Board 80 (2005)	Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 all 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 AB Funds since February 2014.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Jorge A. Bermudez,## 70 (2020)	Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		75	Moody’s Corporation since April 2011
Michael J. Downey,## 77 (2005)	Private Investor since prior to 2016. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 until January 2019. 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.		75	None

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    49

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Nancy P. Jacklin,## 73 (2006)	Private Investor since prior to 2016. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		75	None
Jeanette W. Loeb,## 69 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		75	Apollo Investment Corp. (business development company) since August 2011

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Carol C. McMullen,## 66 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		75	None

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    51

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Garry L. Moody,## 69 (2008)	Private Investor since prior to 2016. 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), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; 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 the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		75	None

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

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Earl D. Weiner,## 82 (2007)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.		75	None

* The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 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. Erzan 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.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    53

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 45	President and Chief Executive Officer	See biography above.
Ding Liu 44	Vice President	Senior Vice President and Senior Quantitative Analyst of the Adviser**, with which he has been associated since prior to 2016.
Nelson Yu 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer – Investment Sciences and Insights since 2021 and Head – Blend Strategies since 2017.
Emilie D. Wrapp 65	Clerk	Senior Vice President, Assistant General Counsel and Assistant Clerk of ABI**, with which she has been associated since prior to 2016.
Michael B. Reyes 45	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2016.
Joseph J. Mantineo 62	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
Phyllis J. Clarke 60	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2016.
Vincent S. Noto 56	Chief Compliance Officer	Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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

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

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

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

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

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

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

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

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

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

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    55

and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

56    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 3-5, 2021 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund, and the underlying funds advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    57

investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2019 and 2020 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by

58    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2021 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    59

noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued, and rules adopted, by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating

60    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    61

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio¹

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio¹

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee^™ US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee^™ High Yield Portfolio.

62    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    63

NOTES

64    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    65

NOTES

66    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB TAX-MANAGED WEALTH APPRECIATION STRATEGY    ^|    67

NOTES

68    ^|    AB TAX-MANAGED WEALTH APPRECIATION STRATEGY abfunds.com

AB TAX-MANAGED WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

TWA-0151-0821                

AUG    ^08.31.21

ANNUAL REPORT

AB WEALTH APPRECIATION STRATEGY

As of January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested paper copies of the reports. Instead, the reports are made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We’re pleased to provide this report for the AB Wealth Appreciation Strategy (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺  Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺  Applying differentiated investment insights through a connected global research network

⁺  Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    1

ANNUAL REPORT

October 5, 2021

This report provides management’s discussion of fund performance for the AB Wealth Appreciation Strategy for the annual reporting period ended August 31, 2021.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF AUGUST 31, 2021 (unaudited)

	6 Months		12 Months
AB WEALTH APPRECIATION STRATEGY
Class A Shares		14.86%		30.41%
Class C Shares		14.40%		29.39%
Advisor Class Shares1		14.96%		30.73%
Class R Shares1		14.56%		29.78%
Class K Shares1		14.75%		30.24%
MSCI ACWI (net)		13.80%		28.64%

1 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended August 31, 2021.

During the 12-month period, all share classes of the Fund outperformed the benchmark, before sales charges. Stock selection was the primary driver of outperformance, relative to the benchmark. Country selection was also positive, and sector selection detracted somewhat. The Fund’s overweight to smaller-cap stocks globally added to performance, as did underweights to non-US and emerging-market stocks. Stock selection contributed within the most cyclical sectors, as world equity markets recovered strongly, with positive stock selection within financials, consumer discretionary and industrials adding to returns. This was partially offset by weak stock selection in the materials sector and non-US securities. An underweight to financials and an overweight to consumer discretionary also detracted.

During the six-month period, all share classes of the Fund outperformed the benchmark, before sales charges. Outperformance was led by positive stock selection across all regions. While global equity markets continued to

2    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

experience double-digit returns, leadership rotated away from small-cap, value and emerging-market stocks and back into US, large-cap and growth stocks. The Fund’s overweight to smaller-cap stocks detracted modestly, but this was offset by an overweight to US large-cap stocks and positive stock selection across all regions. Contributions came from strong stock selection within communication services, consumer discretionary and financials. Sector selection also detracted due to an overweight to consumer discretionary.

The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equities recorded strong double-digit returns for the 12-month period ended August 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased in the middle of the period as the rapid economic recovery triggered inflationary fears and prompted intervals of style rotation as growth- and value-oriented shares traded leadership. Global monetary policy remained dovish and markets were calmed after the US Federal Reserve (the “Fed”) and key central banks emphasized the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely. At the end of the period, market sentiment fluctuated under the overhang of rapidly rising coronavirus delta variant cases and the fear of sudden tapering of asset purchases by the Fed. Global markets were reassured after Fed Chair Jerome Powell reaffirmed previous comments regarding the possible timing of tapering and rate hikes. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and despite intervals of market rotation, value-style stocks outperformed their growth-style peers.

Throughout the reporting period, the Fund maintained a balanced approach with exposure across many parts of the world. The Fund continues to feature US and non-US large-cap stocks designed to provide stable participation in global equity markets as well as exposure to emerging markets and global smaller-cap stocks to provide higher returns. The Fund also remains style balanced, with equal exposures to growth, value and core styles of investing, which is intended to help the Fund seek to generate active returns across the full economic cycle.

The Fund’s Senior Investment Management Team (the “Team”) seeks improved equity risk control by utilizing the Adviser’s Strategic Equities services as the core equity allocation to US and international markets. This diversified exposure across equity markets and emphasis on a broad set of stocks, which includes companies with historical and projected stable earnings and higher profitability, eliminates the need for diversifiers to limit volatility. The Team believes this allocation offers the potential to achieve higher returns, with similar levels of volatility, increasing risk-adjusted returns in an all-equity service to meet the long-term growth goal—growth of capital.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    3

INVESTMENT POLICIES

The Fund invests primarily in equity securities, either directly or through underlying investment companies advised by the Adviser (“Underlying Portfolios”). A majority of the Fund’s assets are expected to be invested directly in US large-cap equity securities, primarily common stocks, in accordance with the Adviser’s US Strategic Equities investment strategy (“US Strategic Equities”), as described below. In addition, the Fund seeks to achieve exposure to international large-cap equity securities through investments in other registered investment companies advised by the Adviser, which may include International Strategic Equities Portfolio of Bernstein Fund, Inc. (“Bernstein International Strategic Equities Portfolio”). The Fund also invests in other Underlying Portfolios to efficiently gain exposure to certain other types of equity securities, including small- and mid-cap and emerging-market equity securities. An Underlying Portfolio is selected based on the segment of the equity market to which the Underlying Portfolio provides exposure, its investment philosophy, and how it complements and diversifies the Fund’s overall portfolio.

Under US Strategic Equities, portfolio managers of the Adviser that specialize in various investment disciplines identify high-conviction large-cap equity securities based on their fundamental investment research for potential investment by the Fund. These securities are then assessed in terms of both this fundamental research and quantitative analysis in creating the Fund’s portfolio. In applying the quantitative analysis, the Adviser considers a number of metrics that historically have provided some indication of favorable future returns, including metrics related to valuation, quality, investor behavior and corporate behavior.

Bernstein International Strategic Equities Portfolio focuses on investing in non-US large-cap and mid-cap equity securities. Bernstein International Strategic Equities Portfolio follows a strategy similar to US Strategic Equities, but in the international context.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Adviser may employ currency hedging strategies in the Fund or the Underlying Portfolios, including the use of currency-related derivatives, to seek to reduce currency risk in the Fund or the Underlying Portfolios, but it is not required to do so. The Fund is managed without regard to tax considerations.

4    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI ACWI is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Investment in Other Investment Companies Risk: As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both their proportionate share of expenses in the Fund (including management

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    5

DISCLOSURES AND RISKS (continued)

fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. The performance shown for periods prior to July 14, 2017, is based on the Fund’s prior principal strategies and may not be representative of the Fund’s performance under its current principal strategies. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

6    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

8/31/2011 TO 8/31/2021

This chart illustrates the total value of an assumed $10,000 investment in AB Wealth Appreciation Strategy Class A shares (from 8/31/2011 to 8/31/2021) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    7

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2021 (unaudited)

	NAV Returns			SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		30.41	%		24.84	%
5 Years		13.15	%		12.17	%
10 Years		10.44	%		9.96	%
CLASS C SHARES
1 Year		29.39	%		28.39	%
5 Years		12.28	%		12.28	%
10 Years1		9.62	%		9.62	%
ADVISOR CLASS SHARES2
1 Year		30.73	%		30.73	%
5 Years		13.43	%		13.43	%
10 Years		10.73	%		10.73	%
CLASS R SHARES2
1 Year		29.78	%		29.78	%
5 Years		12.63	%		12.63	%
10 Years		9.97	%		9.97	%
CLASS K SHARES2
1 Year		30.24	%		30.24	%
5 Years		12.98	%		12.98	%
10 Years		10.31	%		10.31	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.41%, 2.16%, 1.16%, 1.86% and 1.55% for Class A, Class C, Advisor Class, Class R and Class K shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursement agreements reduced the Fund’s annual operating expense ratios to 1.04%, 1.79%, 0.79%, 1.49% and 1.18% for Class A, Class C, Advisor Class, Class R and Class K shares, respectively. These waivers/reimbursement agreements may not be terminated before December 31, 2021. Absent reimbursements or waivers, performance would have been lower. The net and gross expenses shown include the total operating expenses of the Fund and the indirect expenses of the Fund’s Underlying Portfolios, as based upon the allocation of the Fund’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Assumes conversion of Class C shares into Class A shares after eight years.

2 These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

8    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

SEPTEMBER 30, 2021 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		22.89%
5 Years		11.07%
10 Years		10.69%
CLASS C SHARES
1 Year		26.40%
5 Years		11.19%
10 Years1		10.36%
ADVISOR CLASS SHARES2
1 Year		28.74%
5 Years		12.31%
10 Years		11.46%
CLASS R SHARES2
1 Year		27.88%
5 Years		11.53%
10 Years		10.70%
CLASS K SHARES2
1 Year		28.26%
5 Years		11.88%
10 Years		11.05%

1 Assumes conversion of Class C shares into Class A shares after eight years.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    9

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

EXPENSE EXAMPLE (continued)

	Beginning Account Value March 1, 2021		Ending Account Value August  31, 2021		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,148.60	$	3.47		0.64	%	$	5.52		1.02	%
Hypothetical**	$	1,000	$	1,021.98	$	3.26		0.64	%	$	5.19		1.02	%
Class C
Actual	$	1,000	$	1,144.00	$	7.57		1.40	%	$	9.62		1.78	%
Hypothetical**	$	1,000	$	1,018.15	$	7.12		1.40	%	$	9.05		1.78	%
Advisor Class
Actual	$	1,000	$	1,149.60	$	2.11		0.39	%	$	4.17		0.77	%
Hypothetical**	$	1,000	$	1,023.24	$	1.99		0.39	%	$	3.92		0.77	%
Class R
Actual	$	1,000	$	1,145.60	$	6.00		1.11	%	$	8.06		1.49	%
Hypothetical**	$	1,000	$	1,019.61	$	5.65		1.11	%	$	7.58		1.49	%
Class K
Actual	$	1,000	$	1,147.50	$	4.33		0.80	%	$	6.39		1.18	%
Hypothetical**	$	1,000	$	1,021.17	$	4.08		0.80	%	$	6.01		1.18	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    11

PORTFOLIO SUMMARY

August 31, 2021 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,414.7

1 All data are as of August 31, 2021. The Fund’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). Sectors shown include investments of Underlying Portfolios.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

12    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS

August 31, 2021

Company	Shares		U.S. $ Value
COMMON STOCKS – 51.2%
Information Technology – 14.2%
Electronic Equipment, Instruments & Components – 0.5%
CDW Corp./DE		32,841	$	6,588,233
IT Services – 2.8%
FleetCor Technologies, Inc.(a)		14,746		3,882,327
Genpact Ltd.		128,006		6,640,951
PayPal Holdings, Inc.(a)		33,450		9,655,677
Visa, Inc. – Class A		87,097		19,953,923
				40,132,878
Semiconductors & Semiconductor Equipment – 2.6%
NVIDIA Corp.		45,163		10,109,737
NXP Semiconductors NV		38,929		8,374,796
QUALCOMM, Inc.		74,342		10,905,228
Texas Instruments, Inc.		37,536		7,165,998
				36,555,759
Software – 5.7%
Adobe, Inc.(a)		10,865		7,211,101
Citrix Systems, Inc.		37,521		3,859,785
Microsoft Corp.		178,111		53,768,149
NortonLifeLock, Inc.		277,221		7,362,990
Oracle Corp.		92,749		8,266,718
				80,468,743
Technology Hardware, Storage & Peripherals – 2.6%
Apple, Inc.		200,658		30,465,904
Western Digital Corp.(a)		99,310		6,276,392
				36,742,296
				200,487,909
Consumer Discretionary – 7.2%
Auto Components – 0.4%
Goodyear Tire & Rubber Co. (The)(a)		32,395		513,137
Magna International, Inc. – Class A (United States)		66,867		5,276,475
				5,789,612
Automobiles – 0.3%
Stellantis NV(b)		232,590		4,656,452
Distributors – 0.3%
LKQ Corp.(a)		83,019		4,374,271
Diversified Consumer Services – 0.3%
Chegg, Inc.(a)		42,992		3,577,794

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    13

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Internet & Direct Marketing Retail – 2.6%
Amazon.com, Inc.(a)		7,896	$	27,405,358
eBay, Inc.		75,309		5,779,213
Etsy, Inc.(a)		16,770		3,626,680
				36,811,251
Specialty Retail – 2.0%
AutoZone, Inc.(a)		4,528		7,014,551
Home Depot, Inc. (The)		48,577		15,844,846
TJX Cos., Inc. (The)		81,324		5,913,881
				28,773,278
Textiles, Apparel & Luxury Goods – 1.3%
Deckers Outdoor Corp.(a)		14,518		6,075,057
NIKE, Inc. – Class B		73,207		12,060,121
				18,135,178
				102,117,836
Communication Services – 7.0%
Diversified Telecommunication Services – 1.0%
Comcast Corp. – Class A		235,092		14,265,382
Entertainment – 0.5%
Electronic Arts, Inc.		47,714		6,928,550
Interactive Media & Services – 4.9%
Alphabet, Inc. – Class C(a)		14,768		42,963,656
Facebook, Inc. – Class A(a)		70,829		26,871,106
				69,834,762
Wireless Telecommunication Services – 0.6%
T-Mobile US, Inc.(a)		60,331		8,266,554
				99,295,248
Health Care – 6.6%
Biotechnology – 0.8%
Regeneron Pharmaceuticals, Inc.(a)		7,169		4,827,605
Vertex Pharmaceuticals, Inc.(a)		31,607		6,330,566
				11,158,171
Health Care Equipment & Supplies – 1.9%
Edwards Lifesciences Corp.(a)		61,414		7,196,493
Medtronic PLC		103,674		13,838,405
Zimmer Biomet Holdings, Inc.		39,552		5,950,598
				26,985,496

14    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Health Care Providers & Services – 2.1%
Anthem, Inc.		21,869	$	8,203,718
UnitedHealth Group, Inc.		51,157		21,295,124
				29,498,842
Pharmaceuticals – 1.8%
Johnson & Johnson		31,174		5,397,155
Roche Holding AG (Sponsored ADR)		236,553		11,879,692
Zoetis, Inc.		42,801		8,755,372
				26,032,219
				93,674,728
Financials – 5.1%
Banks – 2.9%
Bank of America Corp.		346,699		14,474,683
Citigroup, Inc.		115,852		8,330,918
PNC Financial Services Group, Inc. (The)		31,770		6,071,247
Wells Fargo & Co.		256,869		11,738,913
				40,615,761
Capital Markets – 1.8%
CME Group, Inc. – Class A		25,789		5,202,157
Goldman Sachs Group, Inc. (The)		37,500		15,506,625
LPL Financial Holdings, Inc.		35,169		5,199,737
				25,908,519
Insurance – 0.4%
Progressive Corp. (The)		54,283		5,229,624
				71,753,904
Industrials – 4.7%
Aerospace & Defense – 0.5%
L3Harris Technologies, Inc.		30,328		7,066,727
Airlines – 0.3%
Southwest Airlines Co.(a)		82,416		4,102,668
Construction & Engineering – 0.5%
AECOM(a)		105,484		6,915,531
Electrical Equipment – 1.1%
Eaton Corp. PLC		57,380		9,660,497
Regal Beloit Corp.		39,728		5,936,158
				15,596,655
Professional Services – 0.9%
Booz Allen Hamilton Holding Corp.		47,714		3,908,254
Robert Half International, Inc.		78,846		8,152,676
				12,060,930

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Road & Rail – 1.1%
CSX Corp.		292,370	$	9,510,796
Knight-Swift Transportation Holdings, Inc.		128,405		6,668,072
				16,178,868
Trading Companies & Distributors – 0.3%
United Rentals, Inc.(a)		14,108		4,975,186
				66,896,565
Consumer Staples – 2.3%
Beverages – 0.6%
Coca-Cola Co. (The)		156,292		8,800,803
Food & Staples Retailing – 1.1%
Costco Wholesale Corp.		11,226		5,113,331
Walmart, Inc.		69,765		10,332,196
				15,445,527
Household Products – 0.6%
Procter & Gamble Co. (The)		61,143		8,706,152
				32,952,482
Real Estate – 1.4%
Equity Real Estate Investment Trusts (REITs) – 1.4%
American Campus Communities, Inc.		76,891		3,909,907
American Tower Corp.		17,275		5,047,237
Mid-America Apartment Communities, Inc.		30,292		5,827,272
Prologis, Inc.		39,779		5,356,640
				20,141,056
Utilities – 1.2%
Electric Utilities – 1.2%
American Electric Power Co., Inc.		84,421		7,561,589
NextEra Energy, Inc.		114,640		9,628,614
				17,190,203
Energy – 0.9%
Oil, Gas & Consumable Fuels – 0.9%
Chevron Corp.		67,069		6,490,267
EOG Resources, Inc.		79,429		5,363,046
				11,853,313
Materials – 0.6%
Chemicals – 0.6%
Linde PLC		26,557		8,354,567
Total Common Stocks (cost $421,242,176)				724,717,811

16    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
INVESTMENT COMPANIES – 48.4%
Funds and Investment Trusts – 48.4%(c)(d)
AB Discovery Growth Fund, Inc. – Class Z		2,702,545	$	46,132,444
AB Trust – AB Discovery Value Fund – Class Z		1,747,568		45,559,092
Bernstein Fund, Inc. – International Small Cap Portfolio – Class Z		6,099,181		84,229,690
Bernstein Fund, Inc. – International Strategic Equities Portfolio – Class Z		30,876,190		438,133,137
Bernstein Fund, Inc. – Small Cap Core Portfolio – Class Z		2,126,837		33,157,390
Sanford C. Bernstein Fund, Inc. – Emerging Markets Portfolio – Class Z		1,078,086		37,312,546
Total Investment Companies (cost $570,058,745)				684,524,299
SHORT-TERM INVESTMENTS – 0.0%
Investment Companies – 0.0%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.01%(c)(d)(e) (cost $177,805)		177,805		177,805
Total Investments – 99.6% (cost $991,478,726)				1,409,419,915
Other assets less liabilities – 0.4%				5,270,605
Net Assets – 100.0%			$	1,414,690,520

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Affiliated investments.

(d) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

REIT – Real Estate Investment Trust

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    17

STATEMENT OF ASSETS & LIABILITIES

August 31, 2021

Assets
Investments in securities, at value
Unaffiliated issuers (cost $421,242,176)	$	724,717,811	(a)
Affiliated issuers (cost $570,236,550)		684,702,104
Foreign currencies, at value (cost $242,606)		258,234
Receivable for investment securities sold		5,777,731
Unaffiliated dividends receivable		965,198
Receivable for shares of beneficial interest sold		248,584
Other assets		18,693
Total assets		1,416,688,355
Liabilities
Payable for shares of beneficial interest redeemed		907,831
Advisory fee payable		346,947
Payable for investment securities purchased		288,484
Custody and accounting fees payable		100,814
Distribution fee payable		96,335
Administrative fee payable		39,425
Transfer Agent fee payable		24,579
Trustees’ fees payable		8,868
Accrued expenses		184,552
Total liabilities		1,997,835
Net Assets	$	1,414,690,520
Composition of Net Assets
Shares of beneficial interest, at par	$	639
Additional paid-in capital		917,878,198
Distributable earnings		496,811,683
Net Assets	$	1,414,690,520

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	425,622,812		19,190,675	$	22.18	*
C	$	8,023,094		360,729	$	22.24
Advisor	$	967,876,461		43,727,254	$	22.13
R	$	2,350,569		106,678	$	22.03
K	$	10,817,584		491,267	$	22.02

(a) Includes securities on loan with a value of $3,969,466 (see Note E).

* The maximum offering price per share for Class A shares was $23.16 which reflects a sales charge of 4.25%.

See notes to financial statements.

18    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

STATEMENT OF OPERATIONS

Year Ended August 31, 2021

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $85,905)	$	9,390,198
Affiliated issuers		6,547,807
Securities lending income		8,284		$	15,946,289
Expenses
Advisory fee (see Note B)		8,638,200
Distribution fee—Class A		969,585
Distribution fee—Class C		135,241
Distribution fee—Class R		10,436
Distribution fee—Class K		24,115
Transfer agency—Class A		177,178
Transfer agency—Class C		7,168
Transfer agency—Advisor Class		419,406
Transfer agency—Class R		5,427
Transfer agency—Class K		19,292
Custody and accounting		183,035
Administrative		87,154
Registration fees		83,119
Printing		82,551
Audit and tax		68,948
Legal		52,615
Trustees’ fees		36,630
Miscellaneous		50,943
Total expenses		11,051,043
Less: expenses waived and reimbursed by the Adviser (see Note B)		(4,700,064	)
Net expenses					6,350,979
Net investment income					9,595,310
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain on:
Affiliated Underlying Portfolios					2,941,638
Investment transactions					80,916,995
Foreign currency transactions					2,746
Net realized gain distributions from Affiliated Underlying Portfolios					5,021,276
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios					138,091,274
Investments					119,029,915
Foreign currency denominated assets and liabilities					(6,541	)
Net gain on investment and foreign currency transactions					345,997,303
Contributions from Affiliates (see Note B)					8,544
Net Increase in Net Assets from Operations				$	355,601,157

See notes to financial statements.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    19

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended August 31, 2021			Year Ended August 31, 2020
Increase in Net Assets from Operations
Net investment income	$	9,595,310		$	16,489,808
Net realized gain on investment and foreign currency transactions		83,861,379			15,785,520
Net realized gain distributions from Affiliated Underlying Portfolios		5,021,276			2,855,551
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		257,114,648			110,804,247
Contributions from Affiliates (see Note B)		8,544			– 0	–
Net increase in net assets from operations		355,601,157			145,935,126
Distributions to Shareholders
Class A		(10,399,971	)		(14,132,922	)
Class C		(287,019	)		(647,878	)
Advisor Class		(27,251,883	)		(36,481,767	)
Class R		(49,181	)		(59,482	)
Class K		(244,459	)		(393,909	)
Class I		– 0	–		(17,215	)
Transactions in Shares of Beneficial Interest
Net decrease		(149,863,806	)		(107,267,390	)
Total increase (decrease)		167,504,838			(13,065,437	)
Net Assets
Beginning of period		1,247,185,682			1,260,251,119
End of period	$	1,414,690,520		$	1,247,185,682

See notes to financial statements.

20    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS

August 31, 2021

NOTE A

Significant Accounting Policies

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of six series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Wealth Appreciation Strategy (the “Fund”). The Fund offers Class A, Class C, Advisor Class, Class R and Class K shares. Class B, Class I and Class T shares have been authorized but currently are not offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Trustees (the “Board”).

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    21

NOTES TO FINANCIAL STATEMENTS (continued)

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by

22    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

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

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    23

NOTES TO FINANCIAL STATEMENTS (continued)

based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2021:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

724,717,811

$

– 0

–

$

– 0

–

$

724,717,811

Investment Companies

684,524,299

– 0

–

– 0

–

684,524,299

Short-Term Investments

177,805

– 0

–

– 0

–

177,805

Total Investments in Securities

1,409,419,915

– 0

–

– 0

–

1,409,419,915

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

1,409,419,915

$

– 0

–

$

– 0

–

$

1,409,419,915

(a) See Portfolio of Investments for sector classifications.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated 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.

24    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each series or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are 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.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended August 31, 2021, the reimbursement for such services amounted to $87,154.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $279,998 for the year ended August 31, 2021.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $4,885 from the sale of Class A shares and received $412 and $410 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended August 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended August 31, 2021, such waiver amounted to $1,696.

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the

26    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until May 1, 2022. For the year ended August 31, 2021, such waivers and/or reimbursements amounted to $4,698,368.

A summary of the Fund’s transactions in AB mutual funds for the year ended August 31, 2021 is as follows:

																			Distributions
Fund	Market Value 8/31/20 (000)			Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./ (Depr.) (000)			Market Value 8/31/21 (000)			Dividend Income (000)			Realized Gains (000)
Government Money Market Portfolio	$	2,995		$	122,663		$	125,480		$	– 0	–	$	– 0	–	$	178		$	1		$	– 0	–
AB Discovery Growth Fund, Inc.		35,906			7,422			4,640			1,301			6,143			46,132			135			5,021
AB Trust—AB Discovery Value Fund		28,050			5,587			6,841			10			18,753			45,559			332			– 0	–
Bernstein Fund, Inc.:
International Small Cap Portfolio		73,856			938			12,284			499			21,221			84,230			938			– 0	–
International Strategic Equities Portfolio		243,778			146,985	†		22,588			1,379			68,579			438,133			3,382			– 0	–
Small Cap Core Portfolio		34,552			152			12,355			(602	)		11,410			33,157			153			– 0	–
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		33,805			765			5,670			432			7,981			37,313			765			– 0	–
International Portfolio		137,262			843			142,032	†		(77	)		4,004			– 0	–		842			– 0	–
Government Money Market Portfolio*		– 0	–		18,735			18,735			– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total										$	2,942		$	138,091		$	684,702		$	6,548		$	5,021

^†   Includes $140,239,507 of purchases / sales resulting from the merger of the International Portfolio into the International Strategic Equities Portfolio, which took place on December 4, 2020.

* Investments of cash collateral for securities lending transactions (see Note E).

During the year ended August 31, 2021, the Adviser reimbursed the Fund $8,544 for trading losses incurred due to a trade entry error.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    27

NOTES TO FINANCIAL STATEMENTS (continued)

Brokerage commissions paid on investment transactions for the year ended August 31, 2021 amounted to $71,737, of which $2,333 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plan

The Fund has adopted a Plan for each class of shares of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”). Under the Plan, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

In the event that the Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to the Distributor with respect to the relevant class. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2021 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	191,362,779		$	363,516,488
U.S. government securities		– 0	–		– 0	–

28    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	994,334,258
Gross unrealized appreciation	$	423,059,840
Gross unrealized depreciation		(7,974,183	)
Net unrealized appreciation	$	415,085,657

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the year ended August 31, 2021.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    29

NOTES TO FINANCIAL STATEMENTS (continued)

the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended August 31, 2021 is as follows:

Market Value of Securities on Loan*		Cash Collateral*			Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
									Income Earned		Advisory Fee Waived
$	3,969,466	$	– 0	–	$	4,088,012	$	8,253	$	31	$	– 0	–

* As of August 31, 2021.

30    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class A
Shares sold		287,997			532,296		$	5,633,614		$	8,669,759
Shares issued in reinvestment of dividends and distributions		534,181			783,909			9,748,848			13,310,783
Shares converted from Class B		– 0	–		232,717			– 0	–		3,978,652
Shares converted from Class C		526,068			305,044			10,598,927			4,860,832
Shares redeemed		(2,477,281	)		(3,273,492	)		(48,189,697	)		(51,978,107	)
Net decrease		(1,129,035	)		(1,419,526	)	$	(22,208,308	)	$	(21,158,081	)
Class B
Shares sold		– 0	–		809		$	– 0	–	$	13,784
Shares converted to Class A		– 0	–		(230,288	)		– 0	–		(3,978,652	)
Shares redeemed		– 0	–		(4,629	)		– 0	–		(77,453	)
Net decrease		– 0	–		(234,108	)	$	– 0	–	$	(4,042,321	)
Class C
Shares sold		25,458			55,363		$	500,282		$	869,409
Shares issued in reinvestment of dividends and distributions		14,813			34,958			272,558			597,439
Shares converted to Class A		(524,010	)		(304,314	)		(10,598,927	)		(4,860,832	)
Shares redeemed		(104,463	)		(299,721	)		(2,021,069	)		(4,744,056	)
Net decrease		(588,202	)		(513,714	)	$	(11,847,156	)	$	(8,138,040	)
Advisor Class
Shares sold		2,748,034			4,522,411		$	53,467,404		$	71,519,773
Shares issued in reinvestment of dividends and distributions		1,447,054			2,062,329			26,307,441			34,873,984
Shares redeemed		(9,975,132	)		(11,150,478	)		(195,227,016	)		(177,034,483	)
Net decrease		(5,780,044	)		(4,565,738	)	$	(115,452,171	)	$	(70,640,726	)

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    31

NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Year Ended August 31, 2021			Year Ended August 31, 2020			Year Ended August 31, 2021			Year Ended August 31, 2020
Class R
Shares sold		9,231			13,003		$	181,767		$	197,780
Shares issued in reinvestment of dividends and distributions		2,704			3,512			49,180			59,482
Shares redeemed		(12,506	)		(49,896	)		(240,323	)		(836,228	)
Net decrease		(571	)		(33,381	)	$	(9,376	)	$	(578,966	)
Class K
Shares sold		52,523			59,458		$	1,016,484		$	957,846
Shares issued in reinvestment of dividends and distributions		13,476			23,350			244,457			393,907
Shares redeemed		(85,282	)		(239,301	)		(1,607,736	)		(3,728,898	)
Net decrease		(19,283	)		(156,493	)	$	(346,795	)	$	(2,377,145	)
Class I
Shares sold		– 0	–		1,463		$	– 0	–	$	23,635
Shares issued in reinvestment of dividends and distributions		– 0	–		1,017			– 0	–		17,215
Shares redeemed		– 0	–		(26,306	)		– 0	–		(372,961	)
Net decrease		– 0	–		(23,826	)	$	– 0	–	$	(332,111	)

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock, bond or commodities markets fluctuate. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth or value, may be underperforming the stock market generally.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

32    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    33

NOTES TO FINANCIAL STATEMENTS (continued)

include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended August 31, 2021.

34    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:

	2021		2020
Distributions paid from:
Ordinary income	$	17,132,564	$	16,856,078
Net long-term capital gains		21,099,949		34,877,095
Total taxable distributions	$	38,232,513	$	51,733,173

As of August 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	8,881,869
Undistributed capital gains		72,824,481
Unrealized appreciation/(depreciation)		415,105,333	(a)
Total accumulated earnings/(deficit)	$	496,811,683

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2021, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to contributions from the Adviser resulted in a net increase in distributable earnings and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    35

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE K

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

36    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Class A
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  17.50			$  16.11			$  16.99			$  16.27			$  15.06
Income From Investment Operations
Net investment income(a)(b)		.11			.19			.21			.17			.48
Net realized and unrealized gain (loss) on investment transactions		5.10			1.86			(.58	)		1.77			1.58
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.21			2.05			(.37	)		1.94			2.06
Less: Dividends and Distributions
Dividends from net investment income		(.22	)		(.20	)		(.16	)		(.43	)		(.48	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)
Total dividends and distributions		(.53	)		(.66	)		(.51	)		(1.22	)		(.85	)
Net asset value, end of period		$  22.18			$  17.50			$  16.11			$  16.99			$  16.27
Total Return
Total investment return based on net asset value(d)*		30.41	%		12.85	%		(1.78	)%		12.21	%		14.35	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$425,623			$355,496			$350,232			$393,100			$386,168
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.64	%		.64	%		.64	%		.64	%		.85	%
Expenses, before waivers/reimbursements(e)‡		.99	%		1.01	%		1.01	%		1.01	%		1.01	%
Net investment income(b)		.55	%		1.20	%		1.34	%		1.02	%		3.14	%
Portfolio turnover rate		15	%		18	%		20	%		22	%		111	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.40	%		.40	%		.40	%		.34	%

See footnote summary on page 42.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    37

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Class C
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  17.52			$  16.10			$  16.91			$  16.15			$  14.95
Income From Investment Operations
Net investment income (loss)(a)(b)		(.02	)		.08			.10			.06			.36
Net realized and unrealized gain (loss) on investment transactions		5.10			1.84			(.56	)		1.73			1.57
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.08			1.92			(.46	)		1.79			1.93
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.04	)		(.00	)(c)		(.24	)		(.36	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)
Total dividends and distributions		(.36	)		(.50	)		(.35	)		(1.03	)		(.73	)
Net asset value, end of period		$  22.24			$  17.52			$  16.10			$  16.91			$  16.15
Total Return
Total investment return based on net asset value(d)*		29.39	%		11.98	%		(2.46	)%		11.31	%		13.45	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,023			$16,621			$23,546			$38,133			$55,532
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.39	%		1.39	%		1.40	%		1.39	%		1.62	%
Expenses, before waivers/reimbursements(e)‡		1.75	%		1.76	%		1.76	%		1.77	%		1.76	%
Net investment income (loss)(b)		(.10	)%		.50	%		.64	%		.34	%		2.38	%
Portfolio turnover rate		15	%		18	%		20	%		22	%		111	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.40	%		.40	%		.40	%		.34	%

See footnote summary on page 42.

38    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Advisor Class
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  17.46			$  16.08			$  16.96			$  16.25			$  15.04
Income From Investment Operations
Net investment income(a)(b)		.16			.23			.25			.21			.52
Net realized and unrealized gain (loss) on investment transactions		5.08			1.85			(.57	)		1.76			1.58
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.24			2.08			(.32	)		1.97			2.10
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.24	)		(.21	)		(.47	)		(.52	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)
Total dividends and distributions		(.57	)		(.70	)		(.56	)		(1.26	)		(.89	)
Net asset value, end of period		$  22.13			$  17.46			$  16.08			$  16.96			$  16.25
Total Return
Total investment return based on net asset value(d)*		30.73	%		13.08	%		(1.49	)%		12.44	%		14.66	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$967,876			$864,334			$869,353			$931,834			$857,397
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.39	%		.39	%		.39	%		.39	%		.60	%
Expenses, before waivers/reimbursements(e)‡		.74	%		.76	%		.76	%		.76	%		.76	%
Net investment income(b)		.81	%		1.44	%		1.58	%		1.26	%		3.39	%
Portfolio turnover rate		15	%		18	%		20	%		22	%		111	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.40	%		.40	%		.40	%		.34	%

See footnote summary on page 42.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    39

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Class R
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  17.40			$  15.99			$  16.84			$  16.14			$  14.94
Income From Investment Operations
Net investment income(a)(b)		.02			.11			.15			.10			.41
Net realized and unrealized gain (loss) on investment transactions		5.07			1.84			(.57	)		1.73			1.57
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.09			1.95			(.42	)		1.83			1.98
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.08	)		(.08	)		(.34	)		(.41	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)
Total dividends and distributions		(.46	)		(.54	)		(.43	)		(1.13	)		(.78	)
Net asset value, end of period		$  22.03			$  17.40			$  15.99			$  16.84			$  16.14
Total Return
Total investment return based on net asset value(d)*		29.78	%		12.31	%		(2.17	)%		11.62	%		13.88	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,351			$1,866			$2,248			$2,898			$3,308
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.11	%		1.09	%		1.10	%		1.09	%		1.30	%
Expenses, before waivers/reimbursements(e)‡		1.46	%		1.46	%		1.46	%		1.47	%		1.46	%
Net investment income(b)		.09	%		.69	%		.93	%		.59	%		2.67	%
Portfolio turnover rate		15	%		18	%		20	%		22	%		111	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.40	%		.40	%		.40	%		.34	%

See footnote summary on page 42.

40    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Class K
	Year Ended August 31,
	2021			2020			2019			2018			2017
Net asset value, beginning of period		$  17.37			$  16.00			$  16.87			$  16.17			$  14.97
Income From Investment Operations
Net investment income(a)(b)		.08			.17			.19			.15			.48
Net realized and unrealized gain (loss) on investment transactions		5.07			1.83			(.57	)		1.75			1.55
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		5.15			2.00			(.38	)		1.90			2.03
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.17	)		(.14	)		(.41	)		(.46	)
Distributions from net realized gain on investment transactions		(.31	)		(.46	)		(.35	)		(.79	)		(.37	)
Total dividends and distributions		(.50	)		(.63	)		(.49	)		(1.20	)		(.83	)
Net asset value, end of period		$  22.02			$  17.37			$  16.00			$  16.87			$  16.17
Total Return
Total investment return based on net asset value(d)*		30.24	%		12.63	%		(1.90	)%		12.01	%		14.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,818			$8,869			$10,672			$11,729			$12,527
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.80	%		.78	%		.79	%		.78	%		.99	%
Expenses, before waivers/reimbursements(e)‡		1.15	%		1.15	%		1.15	%		1.16	%		1.14	%
Net investment income(b)		.39	%		1.08	%		1.19	%		.92	%		3.18	%
Portfolio turnover rate		15	%		18	%		20	%		22	%		111	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.38	%		.40	%		.40	%		.40	%		.34	%

See footnote summary on page 42.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    41

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended August 31, 2021, August 31, 2020, August 31, 2019 August 31, 2018 and August 31, 2017, such waiver amounted to .35%, .37%, .36%, .37% and .16%, respectively.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended August 31, 2018 and August 31, 2017 by .05% and .05%, respectively.

See notes to financial statements.

42    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of

AB Wealth Appreciation Strategy

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Wealth Appreciation Strategy (the “Fund”) (one of the series constituting The AB Portfolios (the “Company”)), including the portfolio of investments, as of August 31, 2021, and the related statement 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 related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting The AB Portfolios) at August 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    43

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

October 28, 2021

44    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

2021 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended August 31, 2021. For individual shareholders, the Fund designates 75.54% of dividends paid as qualified dividend income. For corporate shareholders, 37.44% of dividends paid qualify for the dividends received deduction. The Fund designates $21,099,949 of dividends paid as long-term capital gain dividends.

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 2022.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    45

TRUSTEES

Marshall C. Turner, Jr.(1), Chairman Jorge A. Bermudez(1) Michael J. Downey(1) Onur Erzan, President and Chief Executive Officer	Nancy P. Jacklin(1) Jeanette W. Loeb(1) Carol C. McMullen(1) Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Ding Liu(2), Vice President Nelson Yu(2), Vice President Emilie D. Wrapp, Clerk Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer	Phyllis J. Clarke, Controller and Chief Accounting Officer Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc.
501 Commerce Street
Nashville, TN 37203 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
One Manhattan West New York, NY 10001

1 Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Liu and Yu are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

46    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INTERESTED TRUSTEE
Onur Erzan,# 45 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. Prior to joining the firm in January 2021, he spent 20 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		75	None

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    47

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES
Marshall C. Turner, Jr.,## Chairman of the Board 80 (2005)	Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. 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 all 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 AB Funds since February 2014.	75	None

48    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Jorge A. Bermudez,## 70 (2020)	Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.	75	Moody’s Corporation since April 2011
Michael J. Downey,## 77 (2005)	Private Investor since prior to 2016. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 until January 2019. 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.	75	None

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    49

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Nancy P. Jacklin,## 73 (2006)	Private Investor since prior to 2016. 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 Chair of the Governance and Nominating Committees of the AB Funds since August 2014.	75	None
Jeanette W. Loeb,## 69 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.	75	Apollo Investment Corp. (business development company) since August 2011

50    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Carol C. McMullen,## 66 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.	75	None

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    51

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Garry L. Moody,## 69 (2008)	Private Investor since prior to 2016. 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), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; 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 the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.	75	None

52    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S), DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE	OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE
INDEPENDENT TRUSTEES (continued)
Earl D. Weiner,## 82 (2007)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He 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.	73	None

* The address for each of the Fund’s disinterested Trustees is c/o AllianceBernstein L.P., Legal and Compliance Department—Mutual Fund Legal, 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. Erzan 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.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    53

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 45	President and Chief Executive Officer	See biography above.
Ding Liu 44	Vice President	Senior Vice President and Senior Quantitative Analyst of the Adviser**, with which he has been associated since prior to 2016.
Nelson Yu 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer — Investment Sciences and Insights since 2021 and Head — Blend Strategies since 2017.
Emilie D. Wrapp 65	Clerk	Senior Vice President, Assistant General Counsel and Assistant Clerk of ABI**, with which she has been associated since prior to 2016.
Michael B. Reyes 45	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2016.
Joseph J. Mantineo 62	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
Phyllis J. Clarke 60	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2016.
Vincent S. Noto 56	Chief Compliance Officer	Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

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 (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

54    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    55

have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the Fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

56    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 3-5, 2021 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the underlying funds advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    57

investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2019 and 2020 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying funds advised by

58    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2021 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    59

noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued, and rules adopted, by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating

60    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedules for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    61

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio¹

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio¹

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee^™ US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee^™ High Yield Portfolio.

62    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    63

NOTES

64    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    65

NOTES

66    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

NOTES

abfunds.com AB WEALTH APPRECIATION STRATEGY    ^|    67

NOTES

68    ^|    AB WEALTH APPRECIATION STRATEGY abfunds.com

AB WEALTH APPRECIATION STRATEGY

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

WA-0151-0821                

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 directors Garry L. Moody, Marshall C. Turner, Jr. and Jorge A. Bermudez 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 All Market Total Return	2020	$	101,410	$	—	$	32,265
	2021	$	101,410			$	45,521
AB Wealth Appreciation Strategy	2020	$	42,593	$	—	$	22,700
	2021	$	42,593			$	33,716
AB Conservative Wealth Strategy	2020	$	65,372	$	—	$	28,738
	2021	$	65,372			$	36,511
AB TM All Market Income Portfolio	2020	$	49,146	$	—	$	43,847
	2021	$	49,146			$	54,499
AB TM Wealth Appreciation Strategy	2020	$	42,593	$	—	$	23,308
	2021	$	42,593			$	35,427

(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 All Market Total Return	2020	$	1,100,972	$	32,265
				$	—
				$	(32,265	)
	2021	$	886,256	$	45,521
				$	—
				$	(45,521	)
AB Wealth Appreciation Strategy	2020	$	1,091,407	$	22,700
				$	—
				$	(22,700	)
	2021	$	874,452	$	33,716
				$	—
				$	(33,716	)
AB Conservative Wealth Strategy	2020	$	1,097,445	$	28,738
				$	—
				$	(28,738	)
	2021	$	877,247	$	36,511
				$	—
				$	(36,511	)
AB TM All Market Income Portfolio	2020	$	1,112,554	$	43,847
				$	—
				$	(43,847	)
	2021	$	895,235	$	54,499
				$	—
				$	(54,499	)
AB TM Wealth Appreciation Strategy	2020	$	1,092,015	$	23,308
				$	—
				$	(23,308	)
	2021	$	876,162	$	35,427
				$	—
				$	(35,427	)

(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. 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. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (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 Portfolios
By:	/s/ Onur Erzan
	Onur Erzan
	President
Date:	October 29, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Onur Erzan
	Onur Erzan
	President
Date:	October 29, 2021
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	October 29, 2021