---

		Emerging Markets Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		Emerging Markets Class
Management Fees			0.95%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing			0.25%
Transfer Agent			0.02%
Other Expenses			0.07%
Total Other Expenses			0.34%
Total Annual Portfolio Operating Expenses			1.29%
Fee Waiver/Expense Reimbursement(a)			(0.01)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			1.28%

		Emerging Markets Class
After 1 Year		$	130
After 3 Years		$	408
After 5 Years		$	707
After 10 Years		$	1,556

---

---

•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value (“NAV”), or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Capitalization Risk: Investments in small-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies may have limited product lines, markets or financial resources. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times or at prices the portfolio managers believe appropriate and may have greater potential for losses.

•

Allocation Risk: The allocation of investments among investment disciplines may have a significant effect on the Portfolio’s performance when the investment disciplines in which the Portfolio has greater exposure perform worse than the investment disciplines with less exposure. Different investment styles tend to shift in and out of favor depending on market conditions and investor sentiment. The Portfolio may allocate a significant portion of its assets to securities of companies in broadly related industries within an economic sector. Companies in the same sector may be similarly affected by economic or market events, making the Portfolio more vulnerable to unfavorable developments in that sector than funds that invest more broadly.

---

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Emerging Markets Class		Return Before Taxes			‑21.38%				‑2.25%				1.01%
		Return After Taxes on Distributions			-21.38%				-3.03%				0.52%
		Return After Taxes on Distributions and Sale of Portfolio Shares			‑12.24%				-1.44%				1.01%
MSCI Emerging Markets Index (reflects no deduction for fees, expenses, or taxes)					‑20.09%				-1.40%				1.44%

*	Return information includes the portfolio transaction fees that were eliminated on February 2, 2015.

---

---

		Short Duration Diversified Municipal Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		Short Duration Diversified Municipal Class
Management Fees			0.30%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing			0.10%
Transfer Agent			0.01%
Other Expenses			0.06%
Total Other Expenses			0.17%
Total Annual Portfolio Operating Expenses			0.47%

		Short Duration Diversified Municipal Class
After 1 Year		$	48
After 3 Years		$	151
After 5 Years		$	263
After 10 Years		$	591

---

•

Credit Risk: This is the risk that the issuer or the guarantor of a debt security, or the counterparty to a derivatives or other contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The issuer or guarantor may default, potentially causing a loss of the full principal amount of a security and accrued interest. The

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. From time to time, the U.S. Government and

---

the U.S. Congress consider changes in federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Riskier than a Money-Market Fund: Although the Portfolio maintains a short overall duration, it invests in securities with longer maturities and in some cases lower quality than the assets of the type of mutual fund known as a money-market fund. The risk of a decline in the market value of the Portfolio is greater than for a money-market fund since the credit quality of the Portfolio’s securities may be lower and the effective duration of the Portfolio will be longer.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
Short Duration Diversified Municipal Class		Return Before Taxes			‑2.87%				0.62%				0.47%
		Return After Taxes on Distributions			-2.91%				0.60%				0.44%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-1.34%				0.70%				0.51%
Bloomberg 1‑Year Municipal Index (reflects no deduction for fees, expenses, or taxes)					-1.13%				1.02%				0.83%

---

		New York Municipal Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		New York Municipal Class
Management Fees			0.41%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing			0.10%
Transfer Agent			0.00%	(a)
Other Expenses			0.03%
Total Other Expenses			0.13%
Total Annual Portfolio Operating Expenses			0.54%

		New York Municipal Class
After 1 Year		$	55
After 3 Years		$	173
After 5 Years		$	302
After 10 Years		$	677

---

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

---

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
New York Municipal Class		Return Before Taxes			‑5.75%				0.93%				1.23%
		Return After Taxes on Distributions			-5.78%				0.91%				1.21%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-2.66%				1.20%				1.44%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index* (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

---

		California Municipal Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		California Municipal Class
Management Fees			0.41%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing			0.10%
Transfer Agent			0.00%	(a)
Other Expenses			0.04%
Total Other Expenses			0.14%
Total Annual Portfolio Operating Expenses			0.55%

		California Municipal Class
After 1 Year		$	56
After 3 Years		$	176
After 5 Years		$	307
After 10 Years		$	689

---

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

---

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
California Municipal Class		Return Before Taxes			-4.67%				1.09%				1.24%
		Return After Taxes on Distributions			-4.71%				1.07%				1.21%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-2.04%				1.28%				1.41%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index* (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

Employee		Length of Service		Title
Daryl Clements		Since September 2022		Senior Vice President of the Manager
Terrance T. Hults		Since 2002		Senior Vice President of the Manager
Matthew J. Norton		Since 2016		Senior Vice President of the Manager
Andrew D. Potter		Since 2018		Vice President of the Manager

---

		Diversified Municipal Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		Diversified Municipal Class
Management Fees			0.35%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing			0.10%
Other Expenses			0.02%
Total Other Expenses			0.12%
Total Annual Portfolio Operating Expenses			0.47%

		Diversified Municipal Class
After 1 Year		$	48
After 3 Years		$	151
After 5 Years		$	263
After 10 Years		$	591

---

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

---

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Diversified Municipal Class		Return Before Taxes			-5.78%				1.19%				1.34%
		Return After Taxes on Distributions			-5.80%				1.16%				1.31%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-2.62%				1.40%				1.51%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index* (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

---

Employee		Length of Service		Title
Daryl Clements		Since September 2022		Senior Vice President of the Manager
Terrance T. Hults		Since 2002		Senior Vice President of the Manager
Matthew J. Norton		Since 2016		Senior Vice President of the Manager
Andrew D. Potter		Since 2018		Vice President of the Manager

---

		Short Duration Plus Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		Short Duration Plus Class
Management Fees			0.35%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Shareholder Servicing Fees			0.10%
Transfer Agent			0.01%
Other Expenses			0.08%
Total Other Expenses			0.19%
Total Annual Portfolio Operating Expenses			0.54%

		Short Duration Plus Class
After 1 Year			$	55
After 3 Years			$	173
After 5 Years			$	302
After 10 Years			$	677

---

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

---

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Riskier than a Money-Market Fund: Although the Portfolio maintains a short overall duration, it invests in securities with longer maturities and in some cases lower quality than the assets of the type of mutual fund known as a money-market fund. The risk of a decline in the market value of the Portfolio is greater than for a money-market fund since the credit quality of the Portfolio’s securities may be lower and the effective duration of the Portfolio will be longer.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
Short Duration Plus Class		Return Before Taxes			-4.16%				0.30%				0.38%
		Return After Taxes on Distributions			-4.65%				-0.28%				-0.10%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-2.47%				-0.01%				0.09%
ICE BofA 1‑3 Year Treasury Index (reflects no deduction for fees, expenses, or taxes)					-3.65%				0.77%				0.67%

Employee		Length of Service		Title
Michael Canter		Since 2016		Senior Vice President of the Manager
Janaki Rao		Since 2018		Senior Vice President of the Manager

---

		Intermediate Duration Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

		Intermediate Duration Class
Management Fees			0.44%
Distribution and/or Service (12b‑1) Fees			None
Shareholder Servicing Fee			0.10%
Other Expenses:
Transfer Agent			0.01%
Other Expenses			0.01%
Total Other Expenses			0.12%
Total Annual Portfolio Operating Expenses			0.56%

		Intermediate Duration Class
After 1 Year		$	57
After 3 Years		$	179
After 5 Years		$	313
After 10 Years		$	701

---

---

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

---

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

1 Year

5 Years

10 Years

Intermediate Duration Class

Return Before Taxes

‑13.73%

‑0.19%

1.12%

Return After Taxes on Distributions

‑14.45%

-1.32%

‑0.21%

Return After Taxes on Distributions and Sale of Portfolio Shares

‑8.12%

-0.53%

0.35%

Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

‑13.01%

0.02%

1.06%

Employee		Length of Service		Title
Michael Canter		Since 2016		Senior Vice President of the Manager
Janaki Rao		Since 2018		Senior Vice President of the Manager

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1 Shares				Class 2 Shares
Management Fees			0.90%				0.90%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.20%				None
Interest Expense			0.03%				0.03%
Transfer Agent			0.00%	(b)			0.00%	(b)
Other Expenses			0.03%				0.03%
Total Other Expenses			0.26%				0.06%
Acquired Fund Fees and Expenses			0.34%				0.34%
Total Annual Portfolio Operating Expenses			1.50%				1.30%
Fee Waiver/Expense Reimbursement(a)			(0.33)%				(0.33)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			1.17%				0.97%

		Class 1				Class 2
After 1 Year		$	119			$	99
After 3 Years		$	442			$	380
After 5 Years		$	787			$	681
After 10 Years		$	1,762			$	1,539

---

---

---

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1				Class 2
Management Fees			0.89%				0.89%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.20%				None
Interest Expense			0.02%				0.02%
Transfer Agent			0.00%	(b)			0.00%	(b)
Other Expenses			0.03%				0.03%
Total Other Expenses			0.25%				0.05%
Acquired Fund Fees and Expenses			0.33%				0.33%
Total Annual Portfolio Operating Expenses			1.47%				1.27%
Fee Waiver/ Expense Reimbursement(a)			(0.33)%				(0.33)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			1.14%				0.94%

		Class 1				Class 2
After 1 Year		$	116			$	96
After 3 Years		$	432			$	370
After 5 Years		$	771			$	665
After 10 Years		$	1,729			$	1,505

---

---

---

•

Leverage Risk: Leverage creates exposure to gains and losses in a greater amount than the dollar amount made in an investment by attempting to enhance return or value without increasing the investment amount. Leverage can magnify the effects of changes in the value of the Portfolio’s investments and make it more volatile. The use of leverage may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the

---

Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Commodity Risk: The value of commodity-linked derivatives, exchange traded notes and exchange traded funds may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as changes in climate conditions, drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

•

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 Portfolio’s assets can decline as can the value of the Portfolio’s dis-

---

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non‑subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
Class 1*		Return Before Taxes			-24.50%				-0.24%				4.24%
		Return After Taxes on Distributions			-24.86%				-1.00%				3.49%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-14.30%				-0.10%				3.35%
Class 2		Return Before Taxes			-24.35%				-0.04%				4.44%
S&P 500 Index (reflects no deduction for fees, expenses, or taxes)					-18.11%				9.42%				12.56%
Composite Benchmark** (reflects no deduction for fees, expenses, or taxes)					-14.79%				5.09%				7.37%

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

---

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1				Class 2
Management Fees			0.65%				0.65%
12b‑1			None				None
Other Expenses:
Shareholder Servicing			0.15%				None
Transfer Agent			0.01%				0.01%
Other Expenses			0.04%				0.04%
Total Other Expenses			0.20%				0.05%
Acquired Fund Fees			0.05%				0.05%
Total Operating Expenses			0.90%				0.75%
Fee Waiver/Expense Reimbursement(a)			(0.04)%				(0.04)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			0.86%				0.71%

		Class 1				Class 2
After 1 Year		$	88			$	73
After 3 Years		$	283			$	236
After 5 Years		$	495			$	413
After 10 Years		$	1,104			$	927

---

---

---

•

Leverage Risk: Leverage creates exposure to gains and losses in a greater amount than the dollar amount made in an investment by attempting to enhance return or value without increasing the investment amount. Leverage can magnify the effects of changes in the value of the Portfolio’s investments and make it more volatile. The use of leverage may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Mortgage-Related and Asset-Related Securities Risk: Mortgage- and asset-related securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-related securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non‑subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

•

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

---

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Commodity Risk: The value of commodity-linked derivatives, exchange traded notes and exchange traded funds may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as changes in climate conditions, drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

---

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Class 1*		Return Before Taxes			-16.22%				0.48%				2.46%
		Return After Taxes on Distributions			-17.26%				-1.43%				0.75%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-9.56%				-0.16%				1.33%
Class 2		Return Before Taxes			-16.11%				0.64%				2.62%
Bloomberg Global Aggregate Bond Index (U.S. dollar hedged) (reflects no deduction for fees, expenses, or taxes)					-11.22%				0.36%				1.70%
Composite Benchmark** (reflects no deduction for fees, expenses, or taxes)					-11.56%				2.73%				3.68%

---

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1				Class 2
Management Fees			0.65%				0.65%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.15%				None
Transfer Agent			0.00%	(a)			0.00%	(a)
Other Expenses			0.03%				0.03%
Total Other Expenses			0.18%				0.03%
Acquired Fund Fees and Expenses			0.03%				0.03%
Total Annual Portfolio Operating Expenses			0.86%				0.71%

		Class 1				Class 2
After 1 Year		$	88			$	73
After 3 Years		$	274			$	227
After 5 Years		$	477			$	395
After 10 Years		$	1,061			$	883

---

---

---

•

Leverage Risk: Leverage creates exposure to gains and losses in a greater amount than the dollar amount made in an investment by attempting to enhance return or value without increasing the investment amount. Leverage can magnify the effects of changes in the value of the Portfolio’s investments and make it more volatile. The use of leverage may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Mortgage-Related and Asset-Related Securities Risk: Mortgage- and asset-related securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-related securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non‑subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

---

•

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Commodity Risk: The value of commodity-linked derivatives, exchange traded notes and exchange traded funds may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as changes in climate conditions, drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

---

				1 Year				5 Years				10 Years
Class 1*		Return Before Taxes			-12.92%				1.02%				2.68%
		Return After Taxes on Distributions			-13.14%				0.42%				1.90%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-7.07%				0.96%				2.11%
Class 2		Return Before Taxes			-12.82%				1.16%				2.83%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Composite Benchmark** (reflects no deduction for fees, expenses, or taxes)					-9.43%				3.33%				3.97%

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

---

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1				Class 2
Management Fees			0.65%				0.65%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.15%				None
Transfer Agent			0.01%				0.01%
Other Expenses			0.06%				0.06%
Total Other Expenses			0.22%				0.07%
Acquired Fund Fees and Expenses			0.03%				0.03%
Total Annual Portfolio Operating Expenses			0.90%				0.75%

		Class 1				Class 2
After 1 Year		$	92			$	77
After 3 Years		$	287			$	240
After 5 Years		$	498			$	417
After 10 Years		$	1,108			$	930

---

---

---

•

Leverage Risk: Leverage creates exposure to gains and losses in a greater amount than the dollar amount made in an investment by attempting to enhance return or value without increasing the investment amount. Leverage can magnify the effects of changes in the value of the Portfolio’s investments and make it more volatile. The use of leverage may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

---

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Commodity Risk: The value of commodity-linked derivatives, exchange traded notes and exchange traded funds may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as changes in climate conditions, drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

---

---

				1 Year				5 Years				10 Years
Class 1*		Return Before Taxes			-12.87%				0.80%				2.50%
		Return After Taxes on Distributions			-13.03%				0.12%				1.68%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-7.03%				0.74%				1.93%
Class 2		Return Before Taxes			-12.69%				0.96%				2.66%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Composite Benchmark** (reflects no deduction for fees, expenses, or taxes)					-9.43%				3.33%				3.97%

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

		Class 1		Class 2
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None		None

		Class 1				Class 2
Management Fees			0.65%				0.65%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.15%				None
Transfer Agent			0.01%				0.01%
Other Expenses			0.08%				0.08%
Total Other Expenses			0.24%				0.09%
Acquired Fund Fees and Expenses			0.03%				0.03%
Total Annual Portfolio Operating Expenses			0.92%				0.77%

		Class 1				Class 2
After 1 Year		$	94			$	79
After 3 Years		$	293			$	246
After 5 Years		$	509			$	428
After 10 Years		$	1,131			$	954

---

---

---

•

Leverage Risk: Leverage creates exposure to gains and losses in a greater amount than the dollar amount made in an investment by attempting to enhance return or value without increasing the investment amount. Leverage can magnify the effects of changes in the value of the Portfolio’s investments and make it more volatile. The use of leverage may cause the Portfolio to liquidate portfolio positions when it may not be advantageous to do so.

---

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

•

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Foreign (Non‑U.S.) Securities Risk: Investments in foreign securities entail significant risks in addition to those customarily associated with investing in U.S. securities, such as less liquid, less transparent, less regulated and more volatile markets. These risks include

---

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Commodity Risk: The value of commodity-linked derivatives, exchange traded notes and exchange traded funds may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as changes in climate conditions, drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

---

---

				1 Year				5 Years				10 Years
Class 1*		Return Before Taxes			‑13.35%				0.72%				2.53%
		Return After Taxes on Distributions			‑13.50%				0.15%				1.76%
		Return After Taxes on Distributions and Sale of Portfolio Shares			‑7.26%				0.73%				1.98%
Class 2		Return Before Taxes			-13.16%				0.89%				2.69%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Composite Benchmark** (reflects no deduction for fees, expenses, or taxes)					-9.43%				3.33%				3.97%

*	After‑tax returns:

–

Are shown for Class 1 shares only and will vary for Class 2 shares because these Classes have different expense ratios;

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Alexander Barenboym		Since 2014		Senior Vice President of the Manager
Daniel J. Loewy		Since 2010		Senior Vice President of the Manager
Caglasu Altunkopru		Since 2021		Senior Vice President of the Manager

		Initial		Subsequent
Class 1		$25,000		None
Class 2		$1,500,000		None

*	Note: Initial purchase minimums are measured across all Overlay Portfolios in the aggregate. The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

SUMMARY INFORMATION: BERNSTEIN FUND, INC.

NON‑U.S. STOCK PORTFOLIOS

International Strategic Equities Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		SCB Class				Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None				None
Maximum Account Fee			None				None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		SCB Class				Advisor Class
Management Fees			0.66%				0.66%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.25%				None
Transfer Agent			0.01%				0.01%
Other Expenses(a)			0.02%				0.03%
Total Other Expenses			0.28%				0.04%
Total Annual Portfolio Operating Expenses			0.94%				0.70%
Fee Waiver/ Expense Reimbursement(b)			0.00%	(c)			(0.01)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			0.94%				0.69%

Examples

The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the Portfolio’s operating expenses stay the same and that any fee waiver is in effect only for the first year.

Although your actual costs may be higher or lower, based on these assumptions your costs as reflected in the Examples would be:

 

		SCB Class				Advisor Class
After 1 Year		$	96			$	70
After 3 Years		$	300			$	223
After 5 Years		$	520			$	389
After 10 Years		$	1,155			$	870

---

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. 

PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities or other securities or instruments with similar economic characteristics, including derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy, equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy.

AllianceBernstein L.P. serves as the Portfolio’s investment manager. The Manager invests the assets of the Portfolio primarily (under normal circumstances, at least 65% of net assets) in equity securities of issuers in countries that make up the Morgan Stanley Capital International (“MSCI”) All Country World Index (“ACWI”) ex USA Index, which includes both developed and emerging market countries. The Portfolio focuses on securities of large‑cap and mid‑cap companies. The Manager expects to allocate fund assets among issuers in many foreign countries, but not necessarily in the same proportion that the countries are represented in the MSCI ACWI ex USA Index and may invest in issuers in countries outside of the MSCI ACWI ex USA Index. The Portfolio’s exposure among non‑U.S. countries may change over time based on the Manager’s assessment of market conditions and the investment merit of particular non‑U.S. issuers. Under normal circumstances, the Manager invests in companies located in at least three countries other than the United States and expects to have exposure to issuers in several different countries. In determining a company’s location for purposes of the Portfolio’s investment policies and restrictions, the Manager may consider: (1) the place of domicile; (2) where the company has an established presence and conducts its business; and (3) where the company conducts a significant part of its economic activities. The Portfolio may, at times, invest significantly in emerging markets.

The Manager utilizes both fundamental and quantitative research to both determine which securities will be held by the Portfolio and to manage risk. In applying its quantitative analysis, the Manager considers a number of metrics that have historically provided some indication of favorable future returns, including metrics relating to valuation, quality, investor behavior and corporate behavior. Utilizing these resources, the Manager expects to allocate the Portfolio’s assets among issuers, industries and geographic locations to attempt to create a diversified portfolio of investments.

The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time.

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may invest in currency derivatives as discussed below and in futures contracts to gain exposure to certain markets. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Manager may employ currency hedging strategies, including the use of currency-related derivatives, to seek to reduce currency risk in the Portfolio, but it is not required to do so. The Manager may also take long and short positions in currencies or related derivatives for investment purposes, independent of any security positions. The Manager may use stock index futures contracts to gain access to certain markets.

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

---

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs on various categories of goods imported from the other country, restrictions on investment and adverse impacts on affected companies and securities. For example, the current political climate between the United States and China has intensified concerns about protectionist trade policies and a potential trade war between China and the United States. The United States has 

---

•

Capitalization Risk: Investments in mid‑capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid‑capitalization companies may have additional risks because these companies may have limited product lines, markets or financial resources. The prices of securities of mid‑capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of mid‑capitalization companies may underperform large capitalization companies, may be harder to sell at times or at prices the portfolio managers believe appropriate and may have greater potential for losses.

•

Allocation Risk: The Portfolio may seek to focus on different investment disciplines or factors at different times as a means to achieve its investment objective. In the event that the investment disciplines or factors to which the Portfolio has greater exposure perform worse than the investment disciplines or factors with less exposure, the Portfolio’s returns may be negatively affected.

---

well as additional regulations governing margin, reporting and registration requirements. The ultimate impact of the regulations remains unclear. Additional regulation may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance, or disrupt markets.

BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

•

how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

•

how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

---

Bar Chart

The annual returns in the bar chart are for the Portfolio’s SCB Class shares. 

Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
SCB Class**		Return Before Taxes			‑17.79%				‑0.90%				3.52%
		Return After Taxes on Distributions			‑18.44%				-1.44%				2.99%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-9.96%				-0.48%				2.92%
Advisor Class		Return Before Taxes			-17.54%				-0.64%				3.77%
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses, or taxes)					-16.00%				0.88%				5.02%

*	Inception date for SCB and Advisor Class shares: December 21, 2015.

**	After‑tax returns:

–

Are shown for SCB Class shares only and will vary for Advisor Class shares because these Classes have different expense ratios;

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Vivian Chen		Since January 2023		Senior Vice President of the Manager
Stuart Rae		Since 2015		Senior Vice President of the Manager

		Initial		Subsequent
SCB Class Shares		$10,000		None
Advisor Class Shares (currently only available to certain clients of the Bernstein Private Wealth Management Unit of the Manager)		$10,000		None

*	The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

---

International Small Cap Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		SCB Class				Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None				None
Maximum Account Fee			None				None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		SCB Class				Advisor Class
Management Fees			1.00%				1.00%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.25%				None
Transfer Agent			0.02%				0.02%
Other Expenses			0.05%				0.05%
Total Other Expenses			0.32%				0.07%
Total Annual Portfolio Operating Expenses			1.32%				1.07%

Examples

The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the Portfolio’s operating expenses stay the same and that any fee waiver is in effect only for the first year. Although your actual costs may be higher or lower, based on these assumptions your costs as reflected in the Examples would be:

 

		SCB Class				Advisor Class
After 1 Year		$	134			$	109
After 3 Years		$	418			$	340
After 5 Years		$	723			$	590
After 10 Years		$	1,590			$	1,306

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. 

PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies or other securities or instruments with similar economic characteristics, including

  

---

derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy, equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy. 

The Portfolio’s exposure to non‑U.S. companies may change over time based on the Manager’s assessment of market conditions and the investment merit of non‑U.S. issuers. Under normal circumstances, the Manager invests in companies located in at least three countries other than the United States and expects to have exposure to issuers in several different countries. In determining a company’s location for purposes of the Portfolio’s investment policies and restrictions, the Manager may consider: (1) the place of domicile; (2) where the company has an established presence and conducts its business; and (3) where the company conducts a significant part of its economic activities. The Portfolio may invest in both developed and emerging market countries and, at times, may invest significantly in emerging markets. 

The Manager seeks to identify attractive investment opportunities primarily through its fundamental investment research or quantitative analysis. In applying its fundamental research, the Manager generally seeks to identify companies that possess both attractive valuation and compelling company- and/or industry-level investment catalysts. In applying its quantitative analysis, the Manager typically 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. Utilizing these resources, the Manager expects to allocate the Portfolio’s assets among issuers, industries and geographic locations to attempt to create a diversified portfolio of investments. 

The Portfolio may invest in established companies and also in new and less-seasoned issuers. The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time. 

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may invest in currency derivatives as discussed below and in futures contracts to gain exposure to certain markets. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure. 

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Manager may employ currency hedging strategies, including the use of currency-related derivatives, to seek to reduce currency risk in the Portfolio, but it is not required to do so. The Manager may also take long and short positions in currencies or related derivatives for investment purposes, independent of any security positions. The Manager may use stock index futures contracts to gain access to certain markets. 

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

---

---

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

•

Capitalization Risk: Investments in small-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies may have limited product lines, markets or financial resources. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times or at prices the portfolio managers believe appropriate and may have greater potential for losses.

•

Allocation Risk: The Portfolio may seek to focus on different investment disciplines or factors at different times as a means to achieve its investment objective. In the event that the investment disciplines or factors to which the Portfolio has greater exposure perform worse than the investment disciplines or factors with less exposure, the Portfolio’s returns may be negatively affected.

---

BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

•

how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

•

how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

Bar Chart

The annual returns in the bar chart are for the Portfolio’s SCB Class shares. 

---

Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
SCB Class**		Return Before Taxes			‑21.02%				‑1.36%				3.49%
		Return After Taxes on Distributions			-20.81%				-1.89%				2.84%
		Return After Taxes on Distributions and Sale of Portfolio Shares			‑12.00%				-0.82%				2.83%
Advisor Class		Return Before Taxes			-20.87%				-1.11%				3.73%
MSCI ACWI ex USA Small Cap Index (reflects no deduction for fees, expenses, or taxes)					-19.97%				0.67%				5.36%

*	Inception date for SCB and Advisor Class shares: December 21, 2015.

**	After‑tax returns:

–

Are shown for SCB Class shares only and will vary for Advisor Class shares because these Classes have different expense ratios;

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Andrew Birse		Since 2015		Senior Vice President of the Manager
Peter Chocian		Since 2015		Senior Vice President of the Manager
Nelson Yu		Since 2016		Senior Vice President of the Manager

		Initial		Subsequent
SCB Class Shares		$5,000		None
Advisor Class Shares (currently only available to certain clients of the Bernstein Private Wealth Management Unit of the Manager)		$5,000		None

*	The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

---

U.S. EQUITY PORTFOLIO

Small Cap Core Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		SCB Class				Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			None				None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None				None
Maximum Account Fee			None				None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		SCB Class				Advisor Class
Management Fees			0.80%				0.80%
Distribution and/or Service (12b‑1) Fees			None				None
Other Expenses:
Shareholder Servicing			0.25%				None
Transfer Agent			0.04%				0.04%
Other Expenses			0.04%				0.04%
Total Other Expenses			0.33%				0.08%
Total Annual Portfolio Operating Expenses			1.13%				0.88%

Examples

The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the Portfolio’s operating expenses stay the same. Although your actual costs may be higher or lower, based on these assumptions your costs as reflected in the Examples would be:

 

		SCB Class				Advisor Class
After 1 Year		$	115			$	90
After 3 Years		$	359			$	281
After 5 Years		$	622			$	488
After 10 Years		$	1,375			$	1,084

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account.

These transaction costs, which are not reflected in the Annual Portfolio Operating Expenses or in the Examples, affect the Portfolio’s performance. 

---

PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies or other securities or instruments with similar economic characteristics, including derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy, equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy. 

The Manager utilizes both quantitative analysis and fundamental research to determine which securities will be held by the Portfolio and to manage risk. The Manager applies quantitative analysis to all of the securities in the Portfolio’s research universe, which is composed primarily of securities in the Portfolio’s benchmark (the Russell 2000 Index). Those securities that score highly on this quantitative analysis are then screened to eliminate those securities that the Manager is recommending against purchasing based on its fundamental research, and a portfolio is constructed from the remaining highly ranked securities based on diversification and risk considerations. In its quantitative analysis, the Manager considers a number of metrics that have historically provided some indication of favorable future returns, including metrics relating to valuation, quality, investor behavior and earnings growth. In general, stocks are purchased when, in the view of the Manager, they provide the highest expected returns, considering their contribution to the estimated risk of the Portfolio’s existing investments. Typically, growth in the size of a company’s market capitalization relative to other domestically traded companies does not cause the Manager to dispose of the security. The Manager expects to seek to manage the overall portfolio volatility of the Portfolio relative to the Russell 2000 by favoring securities that offer the best balance between return and targeted risk. 

The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time. 

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may use stock index futures contracts to equitize cash. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure. 

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

---

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

•

Capitalization Risk: Investments in small-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies may have limited product lines, markets or financial resources. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times or at prices the portfolio managers believe appropriate and may have greater potential for losses.

•

Allocation Risk: The Portfolio may seek to focus on different investment disciplines or factors at different times as a means to achieve its investment objective. In the event that the investment disciplines or factors to which the Portfolio has greater exposure perform worse than the investment disciplines or factors with less exposure, the Portfolio’s returns may be negatively affected.

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BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

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how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

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how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

Bar Chart

The annual returns in the bar chart are for the Portfolio’s SCB Class shares. 

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Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
SCB Class**		Return Before Taxes			-19.03%				3.64%				6.00%
		Return After Taxes on Distributions			‑20.44%				2.59%				4.90%
		Return After Taxes on Distributions and Sale of Portfolio Shares			‑10.21%				2.79%				4.56%
Advisor Class		Return Before Taxes			-18.87%				3.88%				6.25%
Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)					-20.44%				4.13%				7.56%

*	Inception date for SCB and Advisor Class shares: December 29, 2015.

**	After‑tax returns:

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Are shown for SCB Class shares only and will vary for Advisor Class shares because these Classes have different expense ratios;

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Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

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Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Serdar Kalaycioglu		Since 2015		Senior Vice President of the Manager
Samantha Lau		Since 2015		Senior Vice President of the Manager
Erik A. Turenchalk		Since 2020		Senior Vice President of the Manager

		Initial		Subsequent
SCB Class		$5,000		None
Advisor Class Shares (currently only available to certain clients of the Bernstein Private Wealth Management Unit of the Manager)		$5,000		None

*	The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

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Principal Investments, Investment Strategies and Risks

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less governmental supervision of brokers and issuers of securities

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lack of uniform accounting, auditing and financial-reporting standards

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settlement and clearance practices that differ from those in the U.S. and may result in delays or may not fully protect the Portfolios against loss or theft of assets

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the possibility of nationalization of a company or industry and expropriation or confiscatory taxation

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the imposition of foreign taxes

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high inflation and rapid fluctuations in inflation rates

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less developed legal structures governing private or foreign investment

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increased government intervention in markets resulting in artificially inflated prices or demand for securities, and increased risk of loss and heightened volatility if the intervention is unsuccessful or discontinued

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Higher costs associated with foreign investing. Investments in foreign securities will also result in generally higher expenses due to:

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the costs of currency exchange

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higher brokerage commissions in certain foreign markets

•

the expense of maintaining securities with foreign custodians

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Forward Contracts—A forward contract is an agreement that obligates one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other asset for an agreed upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or asset to an agreed-upon location (rather than settled by cash), or is rolled forward into a new forward contract or, in the case of a non‑deliverable forward, by a cash payment at maturity. The Portfolios’ investments in forward contracts may include the following:

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Forward Currency Exchange Contracts. A Portfolio may purchase or sell forward currency exchange contracts for hedging purposes to minimize the risk from adverse changes in the relationship between the U.S. Dollar and other currencies or for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”. A Portfolio, for example, may enter into a forward contract as a transaction hedge (to “lock in” the U.S. Dollar price of a non‑U.S. Dollar security), as a position hedge (to protect the value of securities the Portfolio owns that are denominated in a foreign currency against substantial changes in the value of the foreign currency) or as a cross-hedge (to protect the value of securities the Portfolio owns that are denominated in a foreign currency against substantial changes in the value of that foreign currency by entering into a forward contract for a different foreign currency that is expected to change in the same direction as the currency in which the securities are denominated).

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Futures Contracts and Options on Futures Contracts—A futures contract is a standardized, exchange-traded agreement that obligates the buyer to buy and the seller to sell a specified quantity of an underlying asset (or settle for cash the value of a contract based on an underlying asset, rate or index) at a specific price on the contract maturity date. Options on futures contracts are options that call for the delivery of futures contracts upon exercise. A Portfolio may purchase or sell futures contracts and options thereon to hedge against changes in interest rates, securities prices (through index futures or options) or currency exchange rates. Options on futures contracts written or purchased by the New York Municipal Portfolio, California Municipal Portfolio and Diversified Municipal Portfolio (collectively, the “Fixed-Income Municipal Intermediate Duration Portfolios”) will be traded on U.S. exchanges and expect to be used primarily for hedging purposes or to manage the effective maturity or duration of fixed-income securities. The Non‑U.S. Stock Portfolios and Overlay Portfolios may also purchase or sell futures contracts for foreign currencies or options thereon for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”.

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Options—An option is an agreement that, for a premium payment or fee, gives the option holder (the buyer) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the exercise price) during a period of time or on a specified date. Investments in options are considered speculative. A Portfolio may lose the premium paid for them if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by a Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. The Portfolios’ investments in options include the following:

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Options on Foreign Currencies. Certain Portfolios may invest in options on foreign currencies that are privately negotiated or traded on U.S. or foreign exchanges for hedging purposes to protect against declines in the U.S. Dollar value of foreign currency denominated securities held by a Portfolio and against increases in the U.S. Dollar cost of securities to be acquired. The purchase of an option on a foreign currency may constitute an effective hedge against fluctuations in exchange rates, although if rates move adversely, a Portfolio may forfeit the entire amount of the premium plus related transaction costs. The Non‑U.S. Stock Portfolios and the Overlay Portfolios may also invest in options on foreign currencies for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”.

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Options on Securities. A Portfolio may purchase or write a put or call option on securities. The Portfolios will write only covered options on securities, which means writing an option for securities the Portfolio owns. None of the Portfolios will write any option if, immediately thereafter, the aggregate value of the Portfolio’s securities subject to outstanding options would exceed 25% of its net assets.

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Options on Securities Indices. An option on a securities index is similar to an option on a security except that, rather than taking or making delivery of a security at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the chosen index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option.

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Swaps—A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals (payment dates) based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps or currency exchange rates in the case of currency swaps) for a specified amount of an underlying asset (the “notional” principal amount). Generally, other than as described below, the notional principal amount is used solely to calculate the payment stream, but is not exchanged. Rather, most swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments). Certain standardized swaps, including certain interest rate swaps and credit default swaps, are subject to mandatory central clearing and are required to be executed through a regulated swap execution facility. 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. Portfolios post initial and variation margin to support their obligations under cleared swaps by making payments to their clearing member FCMs. Central clearing is intended to reduce counterparty credit risks and increase liquidity, but central clearing does not make swap transactions risk free. The SEC may adopt similar clearing and execution

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requirements in respect of security-based swaps under its jurisdiction. Privately negotiated swap agreements are two‑party contracts entered into primarily by institutional investors and are not cleared through a third party, nor are these required to be executed on a regulated swap execution facility. Payments received by a Fixed-Income Municipal Portfolio from swap agreements will result in taxable income, either as ordinary income or capital gains, rather than tax‑exempt income, which will increase the amount of taxable distributions received by shareholders. The Portfolios’ investments in swap transactions include the following:

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Currency Swaps. The Non‑U.S. Stock Portfolios, the Short Duration Plus Portfolio, the Intermediate Duration Portfolio and the Overlay Portfolios may invest in currency swaps for hedging purposes to protect against adverse changes in exchange rates between the U.S. Dollar and other currencies or for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”. Currency swaps involve the individually negotiated exchange by a Portfolio with another party of a series of payments in specified currencies. Actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Therefore, the entire principal value of a currency swap is subject to the risk that the swap counterparty will default on its contractual delivery obligations. If there is a default by the counterparty to the transaction, the Portfolio will have contractual remedies under the transaction agreements.

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Interest Rate Swaps, Swaptions, Caps, and Floors. Interest rate swaps involve the exchange by a Portfolio with another party of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). Unless there is a counterparty default, the risk of loss to the Portfolio from interest rate swap transactions is limited to the net amount of interest payments that the Portfolio is contractually obligated to make. If the counterparty to an interest rate swap transaction defaults, the Portfolio’s risk of loss consists of the net amount of interest payments that the Portfolio contractually is entitled to receive.

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Credit Default Swap Agreements. The “buyer” in a credit default swap contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or restructuring. A Portfolio may be either the buyer or seller in the transaction. As a seller, a Portfolio receives a fixed rate of income throughout the term of the contract, which typically is between one month and ten years, provided that no credit event occurs. If a credit event occurs, a Portfolio, as seller, typically must pay the contingent payment to the buyer, which will be either (i) the “par value” (face amount) of the reference obligation in which case the Portfolio will receive the reference obligation in return or (ii) an amount equal to the difference between the face amount and the current market value of the reference obligation. As a buyer, if a credit event occurs, a Portfolio would be the receiver of such contingent payments, either delivering the reference obligation in exchange for the full notional (face) value of a reference obligation that may have little or no value, or receiving a payment equal to the difference between the face amount and the current market value of the obligation. The current market value of the reference obligation is typically determined via an auction process sponsored by the International Swaps and Derivatives Association, Inc. The periodic payments previously received by the Portfolio, coupled with the value of any reference obligation received, may be less than the full face amount it pays to the buyer, resulting in a loss to the Portfolio. If a Portfolio is a buyer and no credit event occurs, the Portfolio will lose its periodic stream of payments over the term of the contract. However, if a credit event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value.

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Currency Transactions. The Non‑U.S. Stock Portfolios, the Short Duration Plus Portfolio, the Intermediate Duration Portfolio and the Overlay Portfolios may invest in non‑U.S. Dollar-denominated securities on a currency hedged or un‑hedged basis. The Manager may actively manage a Portfolio’s currency exposures and 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 options. The Manager may enter into currency 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 a Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Manager believes that it may be more efficient than a direct investment in a foreign currency-denominated security. A Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

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Synthetic Foreign Equity Securities. The Non‑U.S. Stock Portfolios and the Overlay Portfolios may invest in different types of derivatives generally referred to as synthetic foreign equity securities. These securities may include international warrants or local access products. International warrants are financial instruments issued by banks or other financial institutions, which may or may not be traded on a foreign exchange. International warrants are a form of derivative security that may give holders the right to buy or sell an underlying security or a basket of securities representing an index from or to the issuer of the warrant for a particular price or may entitle holders to receive a cash payment relating to the value of the underlying security or index, in each case upon exercise by the Portfolio. Local access products are similar to options in that they are exercisable by the holder for an underlying security or a cash payment based upon the value of that security, but are generally exercisable over a longer term than typical options. These types of instruments may be American style, which means that they can be exercised at any time on or before the expiration date of the international warrant, or European style, which means that they may be exercised only on the expiration date.

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Are signed and dated by the person(s) authorized in accordance with the Portfolio’s policies and procedures to access the account and request transactions;

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Include the fund and account number; and

•

Include the amount of the transaction (stated in dollars, shares, or percentage).

•

Medallion signature guarantees or notarized signatures, if required for the type of transaction.

•

Any supporting documentation that may be required.

•

initial purchases of shares of the Portfolios (other than the Emerging Markets Portfolio) will be subject to any applicable initial minimum investment requirements specified above, but the subsequent minimum investment requirements may be waived;

•

initial purchases of shares of the Emerging Markets Portfolio will be subject to a minimum investment requirement of $5,000; and

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Bernstein may, in its discretion, waive the initial minimum investment requirement in certain circumstances.

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Clients who are subject to Bernstein’s global fee schedule for such services (generally, all clients with discretionary accounts who became clients in 2009 or thereafter and earlier clients who have adopted the global fee schedule); and

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Clients investing at least $3 million in a Portfolio. (Bernstein may, in its discretion, waive this minimum investment requirement in certain circumstances.)

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Account Blocking Procedures. If the Portfolios determine, in their sole discretion, that a particular transaction or pattern of transactions identified by the transaction surveillance procedures described above is excessive or short-term trading in nature, the relevant Portfolio will take remedial action that may include issuing a warning, revoking certain account-related privileges (such as the ability to place

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purchase, sale and exchange orders over the internet or by phone) or prohibiting or “blocking” future purchase or exchange activity. However, sales of Portfolio shares back to a Portfolio or redemptions will continue to be permitted in accordance with the terms of the Portfolio’s current Prospectus. As a result, unless the shareholder redeems his or her shares, which may have consequences if the shares have declined in value or adverse tax consequences may result, the shareholder may be “locked” into an unsuitable investment. A blocked account will generally remain blocked for 90 days. Subsequent detections of excessive or short-term trading may result in an indefinite account block or an account block until the account holder or the associated broker, dealer or other financial intermediary provides evidence or assurance acceptable to the Portfolio that the account holder did not or will not in the future engage in excessive or short-term trading.

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Applications of Surveillance Procedures and Restrictions to Omnibus Accounts. Omnibus account arrangements are common forms of holding shares of the Portfolios, particularly among certain brokers, dealers and other financial intermediaries, including sponsors of retirement plans and variable insurance products. The Portfolios apply their surveillance procedures to these omnibus account arrangements. As required by SEC rules, the Portfolios have entered into agreements with all of their financial intermediaries that require the financial intermediaries to provide the Portfolios, upon the request of the Portfolios or their agents, with individual account level information about their transactions. If the Portfolios detect excessive trading through their monitoring of omnibus accounts, including trading at the individual account level, the financial intermediaries may also execute instructions from the Portfolios to take actions to curtail the activity, which may include applying blocks to accounts to prohibit future purchases and exchanges of Portfolio shares. For certain retirement plan accounts, the Portfolios may request that the retirement plan or other intermediary revoke the relevant participant’s privilege to effect transactions in Portfolio shares via the internet or telephone, in which case the relevant participant must submit future transaction orders via the U.S. Postal Service (i.e., regular mail).

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Portfolio		Expense Limitation
Overlay A Portfolio
Class 1				1.20	%
Class 2				1.00	%
Tax‑Aware Overlay A Portfolio
Class 1				1.20	%
Class 2				1.00	%
Overlay B Portfolio
Class 1				0.90	%
Class 2				0.75	%
Tax‑Aware Overlay B Portfolio
Class 1				0.90	%
Class 2				0.75	%
Tax‑Aware Overlay C Portfolio
Class 1				0.90	%
Class 2				0.75	%
Tax‑Aware Overlay N Portfolio
Class 1				0.90	%
Class 2				0.75	%
International Small Cap Portfolio
SCB Class				1.35	%
Advisor Class				1.10	%
Small Cap Core Portfolio
SCB Class				1.30	%
Advisor Class				1.05	%

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Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Daryl Clements; since September 2022; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated since prior to 2018.
Terrance T. Hults; since 2002; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity to his current position since prior to 2018. He is also Co‑Head—Municipal Portfolio Management.
Matthew J. Norton; since 2016; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a substantially similar capacity since prior to 2018. He is also Co‑Head—Municipal Portfolio Management.
Andrew D. Potter; since 2018; Vice President of the Manager		Vice President of the Manager, with which he has been associated since prior to 2018.

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Michael Canter; since 2016; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a substantially similar capacity to his current position since prior to 2018, and Director of Securitized Assets and U.S. Multi-Sector Fixed-Income.
Janaki Rao; since 2018; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a substantially similar capacity to his current position since prior to 2018.

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Michael Canter; since 2016; Senior Vice President of the Manager		(See above)
Janaki Rao; since 2018; Senior Vice President of the Manager		(See above)

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Alexander Barenboym; since 2014; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity to this current position since prior to 2018.
Daniel J. Loewy; since 2010; Senior Vice President of the Manager		Senior Vice President of the Manager, Chief Investment Officer and Head—Multi-Asset Solutions. Mr. Loewy has been associated with the Manager in similar capacities since prior to 2018.
Caglasu Altunkopru; since 2021; Senior Vice President of the Manager		Senior Vice President of the Manager, with which she has been associated since prior to 2018.

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Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Andrew Birse; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018. He is also Chief Investment Officer of International Small Cap Equities since 2021.
Peter Chocian; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.
Nelson Yu; since 2016; Senior Vice President of the Manager		(See above)

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Serdar Kalaycioglu; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.
Samantha Lau; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager and Co‑Chief Investment Officer of U.S. Small/SMID Cap Growth Equities, with which she has been associated in a similar capacity since prior to 2018.
Erik A. Turenchalk; since 2020; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.

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Financial Highlights		Emerging Markets Portfolio		The financial highlights tables are intended to help you understand the financial performance of the Portfolio for the periods indicated. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). The information for each fiscal‑year‑end period has been audited by PricewaterhouseCoopers LLP, whose reports, along with the Portfolio’s financial statements, are included in the Portfolio’s 2022 annual report, which is available upon request.

		EMERGING MARKETS CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	33.43			$	27.17			$	26.03			$	28.39			$	31.25
Income from investment operations:
Investment income, net(a)(b)			0.38				0.50				0.32				0.51				0.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(9.10	)			6.32				1.26				(0.95	)			(2.90	)
Contributions from affiliates			0				0				0.00	(c)			0.00	(c)			0.00	(c)
Total from investment operations			(8.72	)			6.82				1.58				(0.44	)			(2.62	)
Less dividends and distributions:
Dividends from net investment income			(0.66	)			(0.56	)			(0.44	)			(0.33	)			(0.17	)
Distributions from net realized gain on investment transactions			(2.28	)			0				0				(1.59	)			(0.07	)
Total dividends and distributions			(2.94	)			(0.56	)			(0.44	)			(1.92	)			(0.24	)
Net asset value, end of period		$	21.77			$	33.43			$	27.17			$	26.03			$	28.39
Total Return(d)(e)			(28.60	)%			25.20	%			6.04	%			(0.91	)%			(8.46	)%(f)
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	$871,486			$	1,225,396			$	1,056,249			$	1,120,427			$	1,174,312
Average net assets (000 omitted)		$	1,120,511			$	1,252,078			$	1,085,654			$	1,123,274			$	1,316,137
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			1.28	%			1.28	%			1.29	%			1.30	%			1.33	%
Expenses, before waivers/reimbursements			1.29	%			1.28	%			1.30	%			1.30	%			1.33	%
Net investment income(b)			1.34	%			1.50	%			1.22	%			1.96	%			0.86	%
Portfolio turnover rate			57	%			68	%			85	%			92	%			65	%

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Financial Highlights		Fixed-Income Municipal Portfolios   •  Short Duration Diversified Municipal Portfolio   •  New York Municipal Portfolio   •  California Municipal Portfolio   •  Diversified Municipal Portfolio		The financial highlights tables are intended to help you understand the financial performance of a Portfolio for the periods indicated. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Portfolios (assuming reinvestment of all dividends and distributions). The information for each fiscal‑year‑end period has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Portfolio’s financial statements, are included in the Portfolio’s 2022 annual report, which is available upon request.

		SHORT DURATION DIVERSIFIED MUNICIPAL CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.77			$	12.76			$	12.63			$	12.50			$	12.60
Income from investment operations:
Investment income, net(a)			0.09				0.10	(b)			0.14	(b)			0.17	(b)			0.12	(b)
Net realized and unrealized gain (loss) on investment transactions			(0.64	)			0.02				0.14				0.13				(0.10	)
Total from investment operations			(0.55	)			0.12				0.28				0.30				0.02
Less: dividends and distributions
Dividends from net investment income			(0.09	)			(0.11	)			(0.15	)			(0.17	)			(0.12	)
Distributions from net realized gain on investment transactions			0				0				0				0				0
Total dividends and distributions			(0.09	)			(0.11	)			(0.15	)			(0.17	)			(0.12	)
Net asset value, end of period		$	12.13			$	12.77			$	12.76			$	12.63			$	12.50
Total Return(d)			(4.27	)%			0.91	%			2.20	%			2.41	%			0.18	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	226,047			$	282,142			$	210,145			$	191,091			$	188,148
Average net assets (000 omitted)		$	245,118			$	238,495			$	205,125			$	186,888			$	199,804
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(g)			0.36	%			0.39	%			0.48	%			0.50	%			0.52	%
Expenses, before waivers/reimbursements(g)			0.47	%			0.48	%			0.49	%			0.50	%			0.52	%
Net investment income			0.76	%			0.81	%(b)			1.13	%(b)			1.34	%(b)			0.97	%(b)
Portfolio turnover rate			40	%			35	%			45	%			57	%			58	%

		NEW YORK MUNICIPAL CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.25			$	14.04			$	14.18			$	13.68			$	14.07
Income from investment operations:
Investment income, net(a)			0.26				0.27				0.30				0.32				0.31
Net realized and unrealized gain (loss) on investment transactions			(1.37	)			0.20				(0.13	)			0.50				(0.39	)
Contributions from affiliates			0				0				0				0				0.00	(c)
Total from investment operations			(1.11	)			0.47				0.17				0.82				(0.08	)
Less dividends:
Dividends from net investment income			(0.26	)			(0.26	)			(0.31	)			(0.32	)			(0.31	)
Net asset value, end of period		$	12.88			$	14.25			$	14.04			$	14.18			$	13.68
Total Return(d)			(7.89	)%			3.38	%			1.22	%			6.03	%			(0.57	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	1,277,132			$	1,606,925			$	1,585,884			$	1,629,139			$	1,631,011
Average net assets (000 omitted)		$	1,497,091			$	1,623,786			$	1,599,889			$	1,619,580			$	1,621,380
Ratio to average net assets of
Expenses			0.54	%			0.53	%			0.54	%			0.53	%			0.53	%
Net investment income			1.90	%			1.86	%			2.17	%			2.27	%			2.23	%
Portfolio turnover rate			14	%			18	%			18	%			18	%			23	%

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		CALIFORNIA MUNICIPAL CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.60			$	14.52			$	14.44			$	13.99			$	14.32
Income from investment operations:
Investment income, net(a)			0.25				0.24				0.29				0.31				0.31
Net realized and unrealized gain (loss) on investment transactions			(1.33	)			0.08				0.08				0.45				(0.33	)
Total from investment operations			(1.08	)			0.32				0.37				0.76				(0.02	)
Less dividends:
Dividends from net investment income			(0.24	)			(0.24	)			(0.29	)			(0.31	)			(0.31	)
Net asset value, end of period		$	13.28			$	14.60			$	14.52			$	14.44			$	13.99
Total Return(d)			(7.46	)%			2.21	%			2.59	%			5.50	%			(0.13	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	938,638			$	1,228,752			$	1,243,747			$	1,212,947			$	1,189,754
Average net assets (000 omitted)		$	1,116,698			$	1,252,402			$	1,222,654			$	1,181,680			$	1,177,686
Ratio to average net assets of:
Expenses			0.55	%			0.54	%			0.55	%			0.55	%			0.55	%
Net investment income			1.76	%			1.66	%			1.98	%			2.17	%			2.19	%
Portfolio turnover rate			23	%			27	%			16	%			24	%			38	%

		DIVERSIFIED MUNICIPAL CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.80			$	14.67			$	14.57			$	14.05			$	14.43
Income from investment operations:
Investment income, net(a)			0.28				0.28				0.33				0.34				0.31
Net realized and unrealized gain (loss) on investment transactions			(1.44	)			0.13				0.10				0.52				(0.38	)
Total from investment operations			(1.16	)			0.41				0.43				0.86				(0.07	)
Less dividends:
Dividends from net investment income			(0.27	)			(0.28	)			(0.33	)			(0.34	)			(0.31	)
Net asset value, end of period		$	13.37			$	14.80			$	14.67			$	14.57			$	14.05
Total Return(d)			(7.89	)%			2.79	%			2.99	%			6.21	%			(0.45	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	4,296,196			$	5,390,502			$	5,035,751			$	4,989,558			$	5,479,314
Average net assets (000 omitted)		$	5,011,517			$	5,276,753			$	5,013,687			$	5,238,466			$	5,511,547
Ratio to average net assets of:
Expenses			0.47	%			0.47	%			0.47	%			0.47	%			0.46	%
Net investment income			1.96	%			1.89	%			2.26	%			2.38	%			2.20	%
Portfolio turnover rate			15	%			22	%			20	%			22	%			23	%

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Financial Highlights		Fixed-Income Taxable Portfolios   •  Short Duration Plus Portfolio   •  Intermediate Duration Portfolio		The financial highlights tables are intended to help you understand the financial performance of a Portfolio for the periods indicated. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Portfolios (assuming reinvestment of all dividends and distributions). The information for each fiscal‑year‑end period has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Portfolio’s financial statements, are included in the Portfolio’s 2022 annual report, which is available upon request.

		INTERMEDIATE DURATION CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.49			$	14.02			$	13.54			$	12.76			$	13.23
Income from investment operations:
Investment income, net(a)			0.21				0.25				0.35				0.38				0.30
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(2.23	)			(0.28	)			0.51				0.83				(0.45	)
Contributions from affiliates			0				0				0				0.00	(c)			0
Total from investment operations			(2.02	)			(0.03	)			0.86				1.21				(0.15	)
Less dividends and distributions:
Dividends from net investment income			(0.21	)			(0.26	)			(0.38	)			(0.43	)			(0.32	)
Distributions from net realized gain on investment transactions			(0.13	)			(0.24	)			0				0				0
Total dividends and distributions			(0.34	)			(0.50	)			(0.38	)			(0.43	)			(0.32	)
Net asset value, end of period		$	11.13			$	13.49			$	14.02			$	13.54			$	12.76
Total Return(d)			(15.15	)%			(0.23	)%			6.35	%			9.70	%			(1.14	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	3,089,962			$	3,845,735			$	3,696,937			$	3,416,459			$	3,291,645
Average net assets (000 omitted)		$	3,542,155			$	3,818,467			$	3,503,078			$	3,289,133			$	3,339,472
Ratio to average net assets of:
Expenses			0.56	%			0.56	%			0.57	%			0.57	%			0.57	%
Net investment income			1.65	%			1.81	%			2.54	%			2.95	%			2.34	%
Portfolio turnover rate(h)			122	%			123	%			72	%			62	%			201	%

---

(b)	Net of expenses waived by the Adviser.

(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. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(f)	The 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.

(g)

In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio 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 Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the period shown below, such waiver amounted to:

		YEAR ENDED 09/30/20
Short Duration Diversified Municipal			0.01%

		YEAR ENDED 09/30/20
Short Duration Diversified Municipal			0.01%

(h)	The Portfolio accounts for dollar roll transactions as purchases and sales.

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Financial Highlights		Overlay Portfolios   •  Overlay A Portfolio   •  Tax‑Aware Overlay A Portfolio   •  Overlay B Portfolio   •  Tax‑Aware Overlay B Portfolio   •  Tax‑Aware Overlay C Portfolio   •  Tax‑Aware Overlay N Portfolio		The financial highlights tables are intended to help you understand the financial performance of a Portfolio for the periods indicated. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Portfolios (assuming reinvestment of all dividends and distributions). The information for each fiscal period has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Portfolio’s financial statements, are included in the Portfolio’s 2022 annual report, which is available upon request.

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	16.01			$	12.81			$	13.05			$	13.69			$	13.18
Income from investment operations:
Investment income, net(a)(b)			0.23				0.07				0.13				0.14				0.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(3.17	)			3.25				(0.19	)			(0.37	)			0.57
Contributions from affiliates			0				0				0				0.00	(c)			0
Total from investment operations			(2.94	)			3.32				(0.06	)			(0.23	)			0.69
Less dividends and distributions:
Dividends from net investment income			(0.34	)			(0.12	)			(0.15	)			(0.13	)			(0.18	)
Distributions from net realized gain on investment transactions			(1.43	)			0				(0.03	)			(0.28	)			0
Total dividends and distributions			(1.77	)			(0.12	)			(0.18	)			(0.41	)			(0.18	)
Net asset value, end of period		$	11.30			$	16.01			$	12.81			$	13.05			$	13.69
Total Return(d)(e)			(21.17	)%			26.16	%			(0.45	)%			(1.46	)%			5.21	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	1,121,710			$	1,596,442			$	1,465,081			$	1,653,447			$	1,811,002
Average net assets (000 omitted)		$	1,430,298			$	1,606,920			$	1,539,035			$	1,663,944			$	1,829,185
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)(g)			0.83	%			0.80	%			0.81	%			0.80	%			0.78	%
Expenses, before waivers/reimbursements(f)(g)			1.16	%			1.15	%			1.15	%			1.14	%			1.13	%
Net investment income(b)			1.67	%			0.47	%			1.02	%			1.11	%			0.88	%
Portfolio turnover rate			24	%			21	%			22	%			21	%			39	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	16.05			$	12.84			$	13.07			$	13.72			$	13.22
Income from investment operations:
Investment income, net(a)(b)			0.25				0.10				0.15				0.18				0.15
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(3.18	)			3.26				(0.17	)			(0.39	)			0.56
Contributions from affiliates			0				0				0				0.00	(c)			0
Total from investment operations			(2.93	)			3.36				(0.02	)			(0.21	)			0.71
Less dividends and distributions:
Dividends from net investment income			(0.37	)			(0.15	)			(0.18	)			(0.16	)			(0.21	)
Distributions from net realized gain on investment transactions			(1.43	)			0				(0.03	)			(0.28	)			0
Total dividends and distributions			(1.80	)			(0.15	)			(0.21	)			(0.44	)			(0.21	)
Net asset value, end of period		$	11.32			$	16.05			$	12.84			$	13.07			$	13.72
Total Return(d)(e)			(21.02	)%			26.34	%			(0.25	)%			(1.23	)%			5.37	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	228,680			$	320,324			$	309,925			$	330,953			$	427,346
Average net assets (000 omitted)		$	291,541			$	323,834			$	319,363			$	367,721			$	420,846
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)(g)			0.63	%			0.59	%			0.61	%			0.60	%			0.58	%
Expenses, before waivers/reimbursements(f)(g)			0.96	%			0.95	%			0.95	%			0.94	%			0.93	%
Net investment income(b)			1.81	%			0.69	%			1.17	%			1.37	%			1.09	%
Portfolio turnover rate			24	%			21	%			22	%			21	%			39	%

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	16.98			$	13.65			$	13.78			$	14.29			$	13.95
Income from investment operations:
Investment income, net(a)(b)			0.23				0.08				0.13				0.15				0.13
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(3.41	)			3.39				(0.08	)			(0.37	)			0.55
Total from investment operations			(3.18	)			3.47				0.05				(0.22	)			0.68
Less dividends and distributions:
Dividends from net investment income			(0.23	)			(0.14	)			(0.18	)			(0.12	)			(0.30	)
Distributions from net realized gain on investment transactions			(1.42	)			0				(0.00	)(c)			(0.17	)			(0.04	)
Total dividends and distributions			(1.65	)			(0.14	)			(0.18	)			(0.29	)			(0.34	)
Net asset value, end of period		$	12.15			$	16.98			$	13.65			$	13.78			$	14.29
Total Return(d)(e)			(21.15	)%			25.54	%			0.29	%			(1.28	)%			4.85	%(h)
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	2,232,773			$	3,144,804			$	2,712,320			$	3,143,494			$	3,464,533
Average net assets (000 omitted)		$	2,880,460			$	3,057,954			$	2,913,890			$	3,181,790			$	3,513,988
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)(g)			0.81	%			0.77	%			0.80	%			0.80	%			0.77	%
Expenses, before waivers/reimbursements(f)(g)			1.14	%			1.12	%			1.13	%			1.13	%			1.12	%
Net investment income(b)			1.53	%			0.49	%			0.99	%			1.09	%			0.89	%
Portfolio turnover rate			25	%			20	%			22	%			20	%			42	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	17.03			$	13.69			$	13.82			$	14.33			$	14.00
Income from investment operations:
Investment income, net(a)(b)			0.26				0.11				0.16				0.17				0.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(3.42	)			3.40				(0.08	)			(0.36	)			0.54
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(3.16	)			3.51				0.08				(0.19	)			0.70
Less dividends and distributions:
Dividends from net investment income			(0.26	)			(0.17	)			(0.21	)			(0.15	)			(0.33	)
Distributions from net realized gain on investment transactions			(1.42	)			0				(0.00	)(c)			(0.17	)			(0.04	)
Total dividends and distributions			(1.68	)			(0.17	)			(0.21	)			(0.32	)			(0.37	)
Net asset value, end of period		$	12.19			$	17.03			$	13.69			$	13.82			$	14.33
Total Return(d)(e)			(20.98	)%			25.78	%			0.56	%			(1.12	)%			5.01	(h)
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	642,337			$	942,706			$	847,108			$	1,041,177			$	1,119,490
Average net assets (000 omitted)		$	854,251			$	937,234			$	935,278			$	1,048,726			$	1,114,328
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)(g)			0.61	%			0.57	%			0.60	%			0.60	%			0.57	%
Expenses, before waivers/reimbursements(f)(g)			0.94	%			0.92	%			0.93	%			0.93	%			0.92	%
Net investment income(b)			1.73	%			0.71	%			1.21	%			1.28	%			1.09	%
Portfolio turnover rate			25	%			20	%			22	%			20	%			42	%

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	11.92			$	10.96			$	10.94			$	10.96			$	11.00
Income from investment operations:
Investment income, net(a)(b)			0.27				0.21				0.16				0.21				0.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.90	)			1.05				0.22				0.17				0.01
Contributions from affiliates			0				0				0				0.00	(c)			0.00	(c)
Total from investment operations			(1.63	)			1.26				0.38				0.38				0.21
Less dividends and distributions:
Dividends from net investment income			(0.40	)			(0.25	)			(0.32	)			(0.26	)			(0.23	)
Distributions from net realized gain on investment transactions			(1.27	)			(0.05	)			(0.04	)			(0.14	)			(0.02	)
Total dividends and distributions			(1.67	)			(0.30	)			(0.36	)			(0.40	)			(0.25	)
Net asset value, end of period		$	8.62			$	11.92			$	10.96			$	10.94			$	10.96
Total Return(d)			(16.10	)%			11.61	%			3.56	%			3.75	%			1.93	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	750,137			$	999,357			$	991,266			$	1,024,761			$	1,052,414
Average net assets (000 omitted)		$	908,265			$	1,021,208			$	991,542			$	1,014,279			$	1,055,548
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.81	%			0.83	%			0.84	%			0.83	%			0.81	%
Expenses, before waivers/reimbursements(f)			0.85	%			0.87	%			0.87	%			0.86	%			0.86	%
Net investment income(b)			2.65	%			1.78	%			1.51	%			1.95	%			1.78	%
Portfolio turnover rate			115	%			98	%			74	%			67	%			116	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	11.96			$	11.00			$	10.97			$	10.98			$	11.03
Income from investment operations:
Investment income, net(a)(b)			0.28				0.23				0.18				0.22				0.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.90	)			1.04				0.23				0.18				0.01
Contributions from affiliates			0				0				0				0.00	(c)			0.00	(c)
Total from investment operations			(1.62	)			1.27				0.41				0.40				0.22
Less dividends and distributions:
Dividends from net investment income			(0.42	)			(0.26	)			(0.34	)			(0.27	)			(0.25	)
Distributions from net realized gain on investment transactions			(1.27	)			(0.05	)			(0.04	)			(0.14	)			(0.02	)
Total dividends and distributions			(1.69	)			(0.31	)			(0.38	)			(0.41	)			(0.27	)
Net asset value, end of period		$	8.65			$	11.96			$	11.00			$	10.97			$	10.98
Total Return(d)			(15.98	)%(h)			11.64	%			3.76	%			3.97	%			2.02	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	150,684			$	195,068			$	203,349			$	218,022			$	228,731
Average net assets (000 omitted)		$	181,909			$	202,314			$	209,927			$	226,099			$	226,777
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.66	%			0.68	%			0.69	%			0.68	%			0.66	%
Expenses, before waivers/reimbursements(f)			0.70	%			0.72	%			0.72	%			0.71	%			0.71	%
Net investment income(b)			2.80	%			1.93	%			1.66	%			2.10	%			1.93	%
Portfolio turnover rate			115	%			98	%			74	%			67	%			116	%

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.36			$	11.27			$	11.12			$	11.25			$	11.50
Income from investment operations:
Investment income, net(a)(b)			0.18				0.17				0.19				0.21				0.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.66	)			1.19				0.12				(0.03	)			0.02
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.48	)			1.36				0.31				0.18				0.21
Less dividends and distributions:
Dividends from net investment income			(0.19	)			(0.27	)			(0.16	)			(0.20	)			(0.18	)
Distributions from net realized gain on investment transactions			(0.65	)			0				0				(0.11	)			(0.28	)
Total dividends and distributions			(0.84	)			(0.27	)			(0.16	)			(0.31	)			(0.46	)
Net asset value, end of period		$	10.04			$	12.36			$	11.27			$	11.12			$	11.25
Total Return(d)			(12.95	)%			12.11	%			2.93	%			1.81	%			1.86	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	932,107			$	1,194,517			$	1,140,951			$	1,240,530			$	1,314,251
Average net assets (000 omitted)		$	1,111,920			$	1,196,104			$	1,191,962			$	1,254,989			$	1,319,846
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.83	%			0.84	%			0.84	%			0.83	%			0.81	%
Expenses, before waivers/reimbursements(f)			0.83	%			0.84	%			0.84	%			0.84	%			0.83	%
Net investment income(b)			1.63	%			1.44	%			1.74	%			1.89	%			1.68	%
Portfolio turnover rate			12	%			19	%			8	%			12	%			22	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.39			$	11.30			$	11.14			$	11.27			$	11.52
Income from investment operations:
Investment income, net(a)(b)			0.20				0.19				0.21				0.22				0.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.66	)			1.19				0.13				(0.02	)			0.02
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.46	)			1.38				0.34				0.20				0.23
Less dividends and distributions:
Dividends from net investment income			(0.21	)			(0.29	)			(0.18	)			(0.22	)			(0.20	)
Distributions from net realized gain on investment transactions			(0.65	)			0				0				(0.11	)			(0.28	)
Total dividends and distributions			(0.86	)			(0.29	)			(0.18	)			(0.33	)			(0.48	)
Net asset value, end of period		$	10.07			$	12.39			$	11.30			$	11.14			$	11.27
Total Return(d)			(12.78	)%			12.35	%			3.04	%			1.93	%			2.01	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	378,873			$	523,749			$	521,628			$	601,605			$	643,676
Average net assets (000 omitted)		$	478,848			$	534,158			$	559,800			$	611,585			$	646,854
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.68	%			0.69	%			0.69	%			0.68	%			0.66	%
Expenses, before waivers/reimbursements(f)			0.68	%			0.69	%			0.69	%			0.69	%			0.68	%
Net investment income(b)			1.78	%			1.59	%			1.89	%			2.03	%			1.83	%
Portfolio turnover rate			12	%			19	%			8	%			12	%			22	%

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.29			$	11.26			$	11.14			$	11.29			$	11.49
Income from investment operations:
Investment income, net(a)(b)			0.17				0.16				0.18				0.19				0.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.61	)			1.13				0.10				(0.03	)			0.07
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.44	)			1.29				0.28				0.16				0.24
Less dividends and distributions:
Dividends from net investment income			(0.18	)			(0.26	)			(0.16	)			(0.18	)			(0.18	)
Distributions from net realized gain on investment transactions			(0.78	)			0				0				(0.13	)			(0.26	)
Total dividends and distributions			(0.96	)			(0.26	)			(0.16	)			(0.31	)			(0.44	)
Net asset value, end of period		$	9.89			$	12.29			$	11.26			$	11.14			$	11.29
Total Return(d)			(12.84	)%			11.57	%			2.48	%			1.53	%			2.13	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	240,668			$	321,782			$	315,270			$	356,936			$	368,640
Average net assets (000 omitted)		$	293,443			$	323,453			$	339,567			$	355,345			$	366,150
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.87	%			0.88	%			0.88	%			0.86	%			0.85	%
Expenses, before waivers/reimbursements(f)			0.87	%			0.88	%			0.88	%			0.87	%			0.87	%
Net investment income(b)			1.56	%			1.31	%			1.60	%			1.75	%			1.49	%
Portfolio turnover rate			18	%			23	%			13	%			14	%			28	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.32			$	11.29			$	11.16			$	11.31			$	11.50
Income from investment operations:
Investment income, net(a)(b)			0.19				0.18				0.19				0.21				0.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.61	)			1.13				0.11				(0.04	)			0.08
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.42	)			1.31				0.30				0.17				0.27
Less dividends and distributions:
Dividends from net investment income			(0.20	)			(0.28	)			(0.17	)			(0.19	)			(0.20	)
Distributions from net realized gain on investment transactions			(0.78	)			0				0				(0.13	)			(0.26	)
Total dividends and distributions			(0.98	)			(0.28	)			(0.17	)			(0.32	)			(0.46	)
Net asset value, end of period		$	9.92			$	12.32			$	11.29			$	11.16			$	11.31
Total Return(d)			(12.66	)%(h)			11.72	%			2.68	%			1.65	%			2.37	%(h)
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	126,412			$	179,654			$	196,312			$	209,891			$	221,368
Average net assets (000 omitted)		$	164,116			$	192,674			$	203,874			$	217,264			$	225,633
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.72	%			0.73	%			0.73	%			0.71	%			0.70	%
Expenses, before waivers/reimbursement(f)			0.72	%			0.73	%			0.73	%			0.72	%			0.72	%
Net investment income(b)			1.71	%			1.46	%			1.75	%			1.90	%			1.64	%
Portfolio turnover rate			18	%			23	%			13	%			14	%			28	%

		CLASS 1
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.17			$	11.02			$	11.04			$	11.19			$	11.43
Income from investment operations:
Investment income, net(a)(b)			0.18				0.15				0.18				0.20				0.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.66	)			1.25				(0.03	)			(0.03	)			0.04
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.48	)			1.40				0.15				0.17				0.21
Less dividends and distributions:
Dividends from net investment income			(0.17	)			(0.25	)			(0.17	)			(0.19	)			(0.18	)
Distributions from net realized gain on investment transactions			(0.61	)			0				0				(0.13	)			(0.27	)
Total dividends and distributions			(0.78	)			(0.25	)			(0.17	)			(0.32	)			(0.45	)
Net asset value, end of period		$	9.91			$	12.17			$	11.02			$	11.04			$	11.19
Total Return(d)			(13.16	)%			12.82	%			1.35	%			1.67	%			1.84	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	230,496			$	312,157			$	303,111			$	335,908			$	372,015
Average net assets (000 omitted)		$	282,579			$	313,333			$	317,504			$	343,928			$	375,576
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.89	%			0.90	%			0.90	%			0.88	%			0.86	%
Expenses, before waivers/reimbursement(f)			0.89	%			0.90	%			0.91	%			0.89	%			0.88	%
Net investment income(b)			1.57	%			1.30	%			1.65	%			1.84	%			1.54	%
Portfolio turnover rate			14	%			19	%			11	%			19	%			31	%

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		CLASS 2
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	12.20			$	11.05			$	11.06			$	11.21			$	11.45
Income from investment operations:
Investment income, net(a)(b)			0.19				0.17				0.20				0.22				0.19
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(1.66	)			1.25				(0.02	)			(0.04	)			0.04
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(1.47	)			1.42				0.18				0.18				0.23
Less dividends and distributions:
Dividends from net investment income			(0.19	)			(0.27	)			(0.19	)			(0.20	)			(0.20	)
Distributions from net realized gain on investment transactions			(0.61	)			0				0				(0.13	)			(0.27	)
Total dividends and distributions			(0.80	)			(0.27	)			(0.19	)			(0.33	)			(0.47	)
Net asset value, end of period		$	9.93			$	12.20			$	11.05			$	11.06			$	11.21
Total Return(d)			(13.08	)%			12.96	%			1.60	%			1.79	%			1.99	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	42,316			$	66,163			$	71,348			$	84,996			$	85,946
Average net assets (000 omitted)		$	59,773			$	71,584			$	78,103			$	81,875			$	87,212
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(f)			0.74	%			0.75	%			0.75	%			0.73	%			0.71	%
Expenses, before waivers/reimbursement(f)			0.74	%			0.75	%			0.76	%			0.74	%			0.73	%
Net investment income(b)			1.72	%			1.44	%			1.80	%			1.99	%			1.69	%
Portfolio turnover rate			14	%			19	%			11	%			19	%			31	%

(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)

Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the performance for the Overlay A Portfolio for the year ended September 30, 2020 by .02% and the Tax‑Aware Overlay A Portfolio for the year ended September 30, 2020 by .02%.

(f)

In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio 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 Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the period shown below, such waiver amounted to:

		Year Ended 9/30/22				Year Ended 9/30/21				Year Ended 9/30/20				Year Ended 9/30/19				Year Ended 9/30/18
Overlay A Portfolio			0.34%				0.36%				0.35%				0.34%				0.37%
Tax‑Aware Overlay A Portfolio			0.33%				0.36%				0.34%				0.34%				0.36%
Overlay B Portfolio			0.05%				0.04%				0.03%				0.05%				0.07%
Tax‑Aware Overlay B Portfolio			0.03%				0.03%				0.02%				0.05%				0.04%
Tax‑Aware Overlay C Portfolio			0.03%				0.03%				0.03%				0.03%				0.04%
Tax‑Aware Overlay N Portfolio			0.03%				0.03%				0.03%				0.03%				0.04%

		Year Ended 9/30/22				Year Ended 9/30/21				Year Ended 9/30/20				Year Ended 9/30/19				Year Ended 9/30/18
Overlay A Portfolio			0.33%				0.35%				0.34%				0.33%				0.37%
Tax‑Aware Overlay A Portfolio			0.33%				0.35%				0.34%				0.33%				0.36%
Overlay B Portfolio			0.04%				0.04%				0.03%				0.03%				0.07%
Tax‑Aware Overlay B Portfolio			0.00%	(c)			0.00%	(c)			0.00%	(c)			0.02%				0.04%
Tax‑Aware Overlay C Portfolio			0.00%	(c)			0.00%	(c)			0.00%	(c)			0.01%				0.04%
Tax‑Aware Overlay N Portfolio			0.00%	(c)			0.00%	(c)			0.00%	(c)			0.01%				0.04%

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

		Year Ended 9/30/22				Year Ended 9/30/21				Year Ended 9/30/20				Year Ended 09/30/19				Year Ended 9/30/18
Overlay A Portfolio
Class 1
Expenses, net of waivers/reimbursements			0.80	%			0.79	%			0.80	%			0.80	%			0.78	%
Expenses, before waivers/reimbursements			01.13	%			1.14	%			1.14	%			1.14	%			1.13	%
Class 2
Expenses, net of waivers/reimbursements			0.60	%			0.58	%			0.60	%			0.60	%			0.58	%
Expenses, before waivers/reimbursements			0.93	%			0.94	%			0.94	%			0.94	%			0.93	%
Tax‑Aware Overlay A Portfolio
Class 1
Expenses, net of waivers/reimbursements			0.79	%			0.77	%			0.79	%			0.80	%			0.77	%
Expenses, before waivers/reimbursements			1.12	%			1.11	%			1.13	%			1.13	%			1.12	%
Class 2
Expenses, net of waivers/reimbursements			0.59	%			0.56	%			0.59	%			0.60	%			0.57	%
Expenses, before waivers/reimbursements			0.92	%			0.91	%			0.92	%			0.93	%			0.92	%

(h)	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.

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Financial Highlights		Bernstein Fund, Inc.   •  International Strategic Equities Portfolio   •  International Small Cap Portfolio   •  Small Cap Core Portfolio		The financial highlights tables are intended to help you understand the financial performance of a Portfolio for the periods indicated. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Portfolios (assuming reinvestment of all dividends and distributions). The information for each fiscal period has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Portfolio’s financial statements, are included in the Portfolio’s 2022 annual report, which is available upon request.

		SCB CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.72			$	11.58			$	11.59			$	12.45			$	12.69
Income from investment operations:
Investment income, net(a)(b)			0.36				0.29				0.16				0.24				0.22
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(3.74	)			1.98				0.06				(0.79	)			(0.11	)
Total from investment operations			(3.38	)			2.27				0.22				(0.55	)			0.11
Less dividends and distributions:
Dividends from net investment income			(0.30	)			(0.13	)			(0.23	)			(0.18	)			(0.09	)
Distributions from net realized gain on investment transactions			(0.46	)			0				0				(0.13	)			(0.26	)
Total dividends and distributions			(0.76	)			(0.13	)			(0.23	)			(0.31	)			(0.35	)
Net asset value, end of period		$	9.58	%		$	13.72			$	11.58			$	11.59			$	12.45
Total Return(d)			(26.13	)%			19.76	%			1.81	%			(4.22	)%			0.86	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	312,692			$	445,342			$	172,253			$	175,497			$	181,606
Average net assets (000 omitted)		$	402,301			$	404,275			$	171,155			$	168,856			$	179,015
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.94	%			0.95	%			1.00	%			1.00	%			1.03	%
Expenses, before waivers/reimbursements			0.94	%			0.95	%			1.00	%			1.00	%			1.04	%
Net investment income(b)			2.91	%			2.13	%			1.41	%			2.07	%			1.69	%
Portfolio turnover rate			73	%			86	%			63	%			63	%			69	%

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		SCB CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.37			$	10.40			$	10.40			$	12.40			$	12.70
Income from investment operations:
Investment income, net(a)(b)			0.22				0.12				0.10				0.16				0.14
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(4.23	)			2.96				0.09				(1.21	)			0.02
Total from investment operations			(4.01	)			3.08				0.19				(1.05	)			0.16
Less dividends and distributions:
Dividends from net investment income			(0.23	)			(0.11	)			(0.19	)			(0.19	)			(0.14	)
Distributions from net realized gain on investment transactions			(0.23	)			0				0				(0.76	)			(0.32	)
Total dividends and distributions			(0.46	)			(0.11	)			(0.19	)			(0.95	)			(0.46	)
Net asset value, end of period		$	8.90			$	13.37			$	10.40			$	10.40			$	12.40
Total Return(d)			(31.01	)%			29.79	%			1.77	%			(8.03	)%			1.29	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	48,349			$	72,116			$	63,328			$	64,993			$	71,729
Average net assets (000 omitted)		$	63,185			$	72,063			$	62,709			$	64,757			$	76,322
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			1.32	%			1.32	%			1.33	%			1.35	%			1.35	%
Expenses, before waivers/reimbursements			1.32	%			1.32	%			1.34	%			1.35	%			1.35	%
Net investment income(b)			1.87	%			0.94	%			1.02	%			1.50	%			1.07	%
Portfolio turnover rate			50	%			48	%			58	%			46	%			81	%

		ADVISOR CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.41			$	10.42			$	10.43			$	12.43			$	12.72
Income from investment operations
Investment income, net(a)(b)			0.25				0.15				0.13				0.19				0.18
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(4.23	)			2.98				0.08				(1.21	)			0.01
Contributions from affiliates			0				0				0				0				0
Total from investment operations			(3.98	)			3.13				0.21				(1.02	)			0.19
Less dividends and distributions:
Dividends from net investment income			(0.27	)			(0.14	)			(0.22	)			(0.22	)			(0.16	)
Distributions from net realized gain on investment transactions			(0.23	)			0				0				(0.76	)			(0.32	)
Total dividends and distributions			(0.50	)			(0.14	)			(0.22	)			(0.98	)			(0.48	)
Net asset value, end of period		$	8.93			$	13.41			$	10.42			$	10.43			$	12.43
Total Return(d)			(30.81	)%			30.22	%			1.90	%			(7.70	)%			1.53	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	655,455			$	943,393			$	748,799			$	791,765			$	810,447
Average net assets (000 omitted)		$	856,686			$	896,897			$	750,872			$	765,916			$	745,535
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			1.07	%			1.07	%			1.09	%			1.10	%			1.10	%
Expenses, before waivers/reimbursements			1.07	%			1.07	%			1.09	%			1.10	%			1.10	%
Net investment income(b)			2.14	%			1.22	%			1.27	%			1.77	%			1.43	%
Portfolio turnover rate			50	%			48	%			58	%			46	%			81	%

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(b)	Net of expenses waived by the Adviser.

(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. 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.

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•

ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS

•

STATEMENT OF ADDITIONAL INFORMATION (SAI)

By Mail:		AllianceBernstein L.P. 501 Commerce Street, Nashville, TN 37203
By Phone:		(212) 486‑5800
On the Internet:		www.bernstein.com

•

Reports and other information about the Portfolios are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.

•

Copies of the information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.

Fund		SEC File No.
Sanford C. Bernstein Fund, Inc.				811‑05555
Bernstein Fund, Inc.				811‑23100

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AB Blended Style Portfolio (Class Offered—Exchange Ticker Symbol)				AB Fixed-Income Municipal Portfolios (Class Offered—Exchange Ticker Symbol)
AB Emerging Markets Portfolio (Class Z–EGMZX)				AB Intermediate New York Municipal Portfolio (Class A–ANIAX; Class C–ANMCX; Advisor Class–ANIYX)
				AB Intermediate California Municipal Portfolio (Class A–AICAX; Class C–ACMCX; Advisor Class–AICYX)
AB Fixed-Income Taxable Portfolios (Class Offered—Exchange Ticker Symbol)				AB Intermediate Diversified Municipal Portfolio (Class A–AIDAX; Class C–AIMCX; Class Z–AIDZX; Advisor Class–AIDYX)
AB Short Duration Portfolio (Class A–ADPAX; Class C–ADPCX)
AB Intermediate Duration Portfolio (Class A–IDPAX; Class Z–IDPZX; Advisor Class–IDPYX)

Non‑U.S. Stock Portfolios (Class Offered—Exchange Ticker Symbol)				U.S. Equity Portfolio (Class Offered—Exchange Ticker Symbol)
International Strategic Equities Portfolio (Class Z–STEZX)				Small Cap Core Portfolio (Class Z–SCRZX)
International Small Cap Portfolio (Class Z–IRCZX)

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Ø  Are Not FDIC Insured Ø  May Lose Value Ø  Are Not Bank Guaranteed

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		Class Z
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None

		Class Z
Management Fees			0.95%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Transfer Agent			0.02%
Other Expenses			0.07%
Total Other Expenses			0.09%
Total Annual Portfolio Operating Expenses			1.04%
Fee Waiver/Expense Reimbursement(a)			(0.01)%
Total Annual Portfolio Operating Expenses after Fee Waiver/Expense Reimbursement			1.03%

		Class Z
After 1 Year			$	105
After 3 Years			$	330
After 5 Years			$	573
After 10 Years			$	1,270

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•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

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•

Allocation Risk: The allocation of investments among investment disciplines may have a significant effect on the Portfolio’s performance when the investment disciplines in which the Portfolio has greater exposure perform worse than the investment disciplines with less exposure. Different investment styles tend to shift in and out of favor depending on market conditions and investor sentiment. The Portfolio may allocate a significant portion of its assets to securities of companies in broadly related industries within an economic sector. Companies in the same sector may be similarly affected by economic or market events, making the Portfolio more vulnerable to unfavorable developments in that sector than funds that invest more broadly.

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consequences for the Portfolio than an investment in the underlying asset or index, and such differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and certain foreign governments have adopted regulations governing derivatives markets, including mandatory clearing of certain derivatives as well as additional regulations governing margin, reporting and registration requirements. The ultimate impact of the regulations remains unclear. Additional regulation may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance, or disrupt markets.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Class Z*		Return Before Taxes			-21.17%				-2.00%				1.38%
		Return After Taxes on Distributions			-21.23%				-2.84%				0.84%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-12.08%				-1.25%				1.29%
MSCI Emerging Markets Index (reflects no deduction for fees, expenses, or taxes)					-20.09%				-1.40%				1.44%

*

Inception date of Class Z shares: January 15, 2016. Performance information for periods prior to the inception of Class Z shares is the performance of the Portfolio’s Emerging Markets Class shares, adjusted to reflect the net expense differences between the Emerging Markets Class and Class Z shares.

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Employee		Length of Service		Title
Sergey Davalchenko		Since 2022		Senior Vice President of the Manager
Stuart Rae		Since January 2023		Senior Vice President of the Manager
Nelson Yu		Since 2017		Senior Vice President of the Manager

		Initial		Subsequent
Class Z shares are currently offered exclusively to registered investment companies (or their series) managed by the Manager		None		None
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500

*	Note: The Portfolio may waive investment minimums for certain types of retirement accounts or under certain other circumstances.

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		Class A				Class C				Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			3.00%				None			None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None(a)				1.00%	(b)		None

		Class A				Class C				Advisor Class
Management Fees			0.41%				0.41%				0.41%
Distribution and/or Service (12b‑1) Fees			0.25%				1.00%				None
Other Expenses:
Transfer Agent			0.04%				0.04%				0.04%
Other Expenses			0.03%				0.03%				0.03%
Total Other Expenses			0.07%				0.07%				0.07%
Total Annual Portfolio Operating Expenses			0.73%				1.48%				0.48%

(a)	Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1‑year contingent deferred sales charge (“CDSC”), which may be subject to waiver in certain circumstances.

(b)	For Class C shares, the CDSC is 0% after the first year. Class C shares automatically convert to Class A shares after eight years.

		Class A				Class C				Advisor Class
After 1 Year		$	372			$	251	*		$	49
After 3 Years		$	526			$	468			$	154
After 5 Years		$	694			$	808			$	269
After 10 Years		$	1,179			$	1,565			$	604

*	If you did not redeem your shares at the end of the period, your expenses would be decreased by approximately $100.

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•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Non‑diversification Risk: Concentration of investments in a small number of securities tends to increase risk. The Portfolio is not “diversified”. This means that the Portfolio can invest more of its assets in a relatively small number of issuers with greater concentration of risk. Matters affecting these issuers can have a more significant effect on the Portfolio’s net asset value.

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•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

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•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

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				1 Year				5 Years				10 Years
Class A**		Return Before Taxes			-8.69%				0.14%				0.72%
		Return After Taxes on Distributions			-8.71%				0.12%				0.71%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-4.49%				0.54%				1.00%
Class C		Return Before Taxes			-7.50%				-0.02%				0.28%
Advisor Class***		Return Before Taxes			-5.63%				1.01%				1.28%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index**** (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

		Initial		Subsequent
Class A/Class C Shares, including traditional IRAs and Roth IRAs		$2,500		$50
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500
Advisor Class Shares (only available to fee‑based programs or through other limited arrangements)		None		None

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with the Portfolio.

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		Class A		Class C		Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		3.00%		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None(a)		1.00%(b)		None

		Class A				Class C				Advisor Class
Management Fees			0.41%				0.41%				0.41%
Distribution and/or Service (12b‑1) Fees			0.25%				1.00%				None
Other Expenses:
Transfer Agent			0.03%				0.03%				0.03%
Other Expenses			0.04%				0.05%				0.04%
Total Other Expenses			0.07%				0.08%				0.07%
Total Annual Portfolio Operating Expenses			0.73%				1.49%				0.48%

(a)	Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1‑year contingent deferred sales charge (“CDSC”), which may be subject to waiver in certain circumstances.

(b)	For Class C shares, the CDSC is 0% after the first year. Class C shares automatically convert to Class A shares after eight years.

		Class A				Class C				Advisor Class
After 1 Year		$	372			$	252	*		$	49
After 3 Years		$	526			$	471			$	154
After 5 Years		$	694			$	813			$	269
After 10 Years		$	1,179			$	1,574			$	604

*	If you did not redeem your shares at the end of the period, your expenses would be decreased by approximately $100.

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•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Non‑diversification Risk: Concentration of investments in a small number of securities tends to increase risk. The Portfolio is not “diversified”. This means that the Portfolio can invest more of its assets in a relatively small number of issuers with greater concentration of risk. Matters affecting these issuers can have a more significant effect on the Portfolio’s net asset value.

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•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

---

•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

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				1 Year				5 Years				10 Years
Class A**		Return Before Taxes			-7.70%				0.29%				0.73%
		Return After Taxes on Distributions			-7.74%				0.26%				0.70%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-3.93%				0.62%				0.97%
Class C		Return Before Taxes			-6.50%				0.14%				0.30%
Advisor Class***		Return Before Taxes			-4.61%				1.15%				1.29%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index**** (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

Employee		Length of Service		Title
Daryl Clements		Since September 2022		Senior Vice President of the Manager
Terrance T. Hults		Since 2002		Senior Vice President of the Manager
Matthew J. Norton		Since 2016		Senior Vice President of the Manager
Andrew D. Potter		Since 2018		Vice President of the Manager

		Initial		Subsequent
Class A/Class C Shares, including traditional IRAs and Roth IRAs		$2,500		$50
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500
Advisor Class Shares (only available to fee‑based programs or through other limited arrangements)		None		None

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with the Portfolio.

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		Class A		Class C		Class Z		Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		3.00%		None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None(a)		1.00%(b)		None		None

		Class A				Class C				Class Z				Advisor Class
Management Fees			0.35%				0.35%				0.35%				0.35%
Distribution and/or Service (12b‑1) Fees			0.25%				1.00%				None				None
Other Expenses:
Transfer Agent			0.03%				0.03%				0.02%				0.03%
Other Expenses			0.02%				0.02%				0.02%				0.02%
Total Other Expenses			0.05%				0.05%				0.04%				0.05%
Total Annual Portfolio Operating Expenses			0.65%				1.40%				0.39%				0.40%

(a)	Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1‑year contingent deferred sales charge (“CDSC”), which may be subject to waiver in certain circumstances.

(b)	For Class C shares, the CDSC is 0% after the first year. Class C shares automatically convert to Class A shares after eight years.

		Class A				Class C				Class Z				Advisor Class
After 1 Year		$	364			$	243	*		$	40			$	41
After 3 Years		$	502			$	443			$	125			$	128
After 5 Years		$	651			$	766			$	219			$	224
After 10 Years		$	1,086			$	1,475			$	493			$	505

*	If you did not redeem your shares at the end of the period, your expenses would be decreased by approximately $100.

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•

Tax Risk: There is no guarantee that the income on the Portfolio’s municipal securities will be exempt from regular federal income, and if applicable, state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax‑exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with

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applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Portfolio shareholders could be recharacterized as taxable. The U.S. Congress has considered changes to U.S. federal tax law that would, if enacted, have a negative impact on certain types of municipal securities, such as private activity bonds, or would otherwise make investments in municipal bonds less attractive.

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

how the Portfolio’s performance changed from year to year over ten years; and

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

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				1 Year				5 Years				10 Years
Class A**		Return Before Taxes			-8.78%				0.37%				0.79%
		Return After Taxes on Distributions			-8.81%				0.35%				0.77%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-4.49%				0.72%				1.02%
Class C		Return Before Taxes			-7.51%				0.22%				0.35%
Class Z***		Return Before Taxes			-5.69%				1.27%				1.42%
Advisor Class****		Return Before Taxes			-5.71%				1.24%				1.36%
Bloomberg 5‑Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses, or taxes)					-5.02%				1.27%				1.46%
Bloomberg 1‑10 Year Blend Index***** (reflects no deduction for fees, expenses, or taxes)					-4.84%				1.37%				1.69%

*	Average annual total returns reflect imposition of the maximum front‑end or contingent deferred sales charges.

**	After‑tax returns:

–

Are shown for Class A shares only and will vary for Class C, Class Z and Advisor Class shares because these Classes have different expense ratios;

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

***	Inception date of Class Z shares: July 2, 2018. Performance information for periods prior to the inception of Class Z shares is the performance of the Portfolio’s Class A shares, adjusted to reflect the net expense differences between Class A and Class Z shares.

****	Inception date of Advisor Class shares: June 26, 2015. Performance information for periods prior to the inception of Advisor Class shares is the performance of the Portfolio’s Class A shares, adjusted to reflect the net expense differences between Class A and Advisor Class shares.

Employee		Length of Service		Title
Daryl Clements		Since September 2022		Senior Vice President of the Manager
Terrance T. Hults		Since 2002		Senior Vice President of the Manager
Matthew J. Norton		Since 2016		Senior Vice President of the Manager
Andrew D. Potter		Since 2018		Vice President of the Manager

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		Initial		Subsequent
Class A/Class C Shares, including traditional IRAs and Roth IRAs		$2,500		$50
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500
Class Z Shares (only available to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans, and non‑qualified deferred compensation plans, to persons participating in certain fee‑based programs sponsored by a financial intermediary, where in each case plan level or omnibus accounts are held on the books of a Portfolio, and to certain institutional clients of the Manager)		None**		None
Advisor Class Shares (only available to fee‑based programs or through other limited arrangements)		None		None

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with the Portfolio.

**	Investors who qualify for Class Z shares as institutional clients of the Manager must have at least $2,000,000 invested in the Portfolio.

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		Class A				Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)			2.25%				None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)			None(a)				1.00%	(b)

		Class A				Class C
Management Fees			0.35%				0.35%
Distribution and/or Service (12b‑1) Fees			0.25%				1.00%
Other Expenses:
Transfer Agent			0.21%				0.22%
Other Expenses			0.16%				0.15%
Total Other Expenses			0.37%				0.37%
Total Annual Portfolio Operating Expenses			0.97%				1.72%

		Class A				Class C
After 1 Year		$	322			$	275	*
After 3 Years		$	527			$	542
After 5 Years		$	749			$	933
After 10 Years		$	1,388			$	1,831

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between the yields on lower quality securities and the yields on higher quality securities) may get larger or “widen”. As a result, the values of the lower quality securities may go down more and they may become harder to sell.

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Mortgage-Related and Asset-Related Securities Risk: Mortgage- and asset-related securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-related securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

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•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non‑subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local securities prices and, therefore, share prices of the Portfolio.

---

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

Riskier than a Money-Market Fund: Although the Portfolio maintains a short overall duration, it invests in securities with longer maturities and in some cases lower quality than the assets of the type of mutual fund known as a money-market fund. The risk of a decline in the market value of the Portfolio is greater than for a money-market fund since the credit quality of the Portfolio’s securities may be lower and the effective duration of the Portfolio will be longer.

•

how the Portfolio’s performance changed from year to year over ten years; and

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•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Class A**		Return Before Taxes			-6.75%				-0.60%				-0.25%
		Return After Taxes on Distributions			-7.05%				-1.00%				-0.56%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-4.00%				-0.62%				-0.32%
Class C		Return Before Taxes			-5.57%				-0.32%				-0.21%
ICE BofA 1‑3 Year Treasury Index (reflects no deduction for fees, expenses, or taxes)					-3.65%				0.77%				0.67%

*	Average annual total returns reflect imposition of the maximum front‑end or contingent deferred sales charges.

**	After‑tax returns:

–

Are shown for Class A shares only and will vary for Class C shares because Class C shares have higher expense ratios;

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Michael Canter		Since 2016		Senior Vice President of the Manager
Janaki Rao		Since 2018		Senior Vice President of the Manager

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		Initial		Subsequent
Class A/Class C shares, including traditional IRAs and Roth IRAs		$2,500		$50
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with the Portfolio.

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		Class A		Class Z		Advisor Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		4.25%		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None(a)		None		None

		Class A				Class Z				Advisor Class
Management Fees			0.44%				0.44%				0.44%
Distribution and/or Service (12b‑1) Fees			0.25%				None				None
Other Expenses:
Transfer Agent			2.59%				0.22%				2.74%
Other Expenses			2.23%				2.35%				2.35%
Total Other Expenses			4.82%				2.57%				5.09%
Total Annual Portfolio Operating Expenses			5.51%				3.01%				5.53%
Fee Waiver and/or Expense Reimbursement(b)			(4.61)%				(2.44)%				(4.87)%
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement			0.90%				0.57%				0.66%

(a)	Purchases of Class A shares in amounts of $1,000,000 or more, or by certain group retirement plans, may be subject to a 1%, 1‑year contingent deferred sales charge (“CDSC”), which may be subject to waiver in certain circumstances.

		Class A				Class Z				Advisor Class
After 1 Year		$	513			$	58			$	67
After 3 Years		$	1,606			$	700			$	1,215
After 5 Years		$	2,687			$	1,367			$	2,351
After 10 Years		$	5,344			$	3,154			$	5,138

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Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative credit risks. At times when credit risk is perceived to be greater, credit “spreads” (i.e., the difference between the yields on lower quality securities and the yields on higher quality securities) may get larger or “widen”. As a result, the values of the lower quality securities may go down more and they may become harder to sell.

•

Duration Risk: The duration of a fixed-income security may be shorter than or equal to full maturity of the fixed-income security. Fixed-income securities with longer durations have more interest rate risk and will decrease in price as interest rates rise. Securities that have final maturities longer than their durations may be affected by increased credit spreads to a far greater degree than their durations would suggest, because they are exposed to credit risk until final maturity.

•

Inflation-Protected Securities Risk: The terms of inflation-protected securities provide for the coupon and/or maturity value to be adjusted based on changes in an inflation index. Decreases in the inflation rate or in investors’ expectations about inflation could cause these securities to underperform non‑inflation‑adjusted securities on a total-return basis. In addition, there can be no assurance that the relevant inflation index will accurately measure the rate of inflation, in which case the securities may not work as intended. These securities may be more difficult to trade or dispose of than other types of securities.

•

Mortgage-Related and Asset-Related Securities Risk: Mortgage- and asset-related securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-related securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying

---

mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-related securities. Asset-related securities entail certain risks not presented by mortgage-backed securities, including the risk that it may be difficult to perfect the liens securing any collateral backing certain asset-backed securities.

•

Prepayment and Extension Risk: Prepayment risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity. If this happens, particularly during a time of declining interest rates or credit spreads, the Portfolio will not benefit from the rise in market price that normally accompanies a decline in interest rates, and may not be able to invest the proceeds in securities providing as much income, resulting in a lower yield to the Portfolio. Conversely, extension risk is the risk that as interest rates rise or spreads widen, payments of securities may occur more slowly than anticipated by the market. If this happens, the values of these securities may go down because their interest rates are lower than current market rates and they remain outstanding longer than anticipated.

•

Subordination Risk: The Portfolio may invest in securities that are subordinated to more senior securities of an issuer, or which represent interests in pools of such subordinated securities. Subordinated securities will be disproportionately affected by a default or even a perceived decline in creditworthiness of the issuer. Subordinated securities are more likely to suffer a credit loss than non‑subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.

•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local securities prices and, therefore, share prices of the Portfolio.

---

•

Lower-rated Securities Risk: Lower-rated securities, or junk bonds/high-yield securities, are subject to greater risk of loss of principal and interest and greater market risk than higher-rated securities. The capacity of issuers of lower-rated securities to pay interest and repay principal is more likely to weaken than is that of issuers of higher-rated securities in times of deteriorating economic conditions or rising interest rates.

•

how the Portfolio’s performance changed from year to year over ten years; and

---

•

how the Portfolio’s average annual returns for one, five and ten years compare to those of a broad-based securities market index.

				1 Year				5 Years				10 Years
Class A**,***		Return Before Taxes			-17.66%				-1.66%				0.23%
		Return After Taxes on Distributions			-18.24%				-2.56%				-0.98%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-10.45%				-1.54%				-0.28%
Class Z***		Return Before Taxes			-13.73%				-0.24%				1.14%
Advisor Class***		Return Before Taxes			-13.81%				-0.56%				0.91%
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)					-13.01%				0.02%				1.06%

*	Average annual total returns reflect imposition of the maximum front‑end or contingent deferred sales charges.

**	After‑tax returns:

–

Are an estimate, which is based on the highest historical individual federal marginal income tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown; and

–

Are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

***

Inception date of Class A, Class Z and Advisor Class shares: July 23, 2019. Performance information for periods prior to the inception of Class A, Class Z and Advisor Class shares is the performance of the Portfolio’s Intermediate Duration Class shares, adjusted to reflect the net expense differences between the Intermediate Duration Class and each of Class A, Class Z and Advisor Class shares.

Employee		Length of Service		Title
Michael Canter		Since 2016		Senior Vice President of the Manager
Janaki Rao		Since 2018		Senior Vice President of the Manager

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		Initial		Subsequent
Class A Shares, including traditional IRAs and Roth IRAs		$2,500		$50
Automatic Investment Program		No minimum		$50 If initial minimum investment is less than $2,500, then $200 monthly until account balance reaches $2,500
Class Z Shares (only available to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans, and non‑qualified deferred compensation plans, to persons participating in certain fee‑based programs sponsored by a financial intermediary, where in each case plan level or omnibus accounts are held on the books of a Portfolio, and to certain institutional clients of the Manager)		None**		None
Advisor Class Shares (only available to fee‑based programs or through other limited arrangements)		None		None

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with the Portfolio.

**	Investors who qualify for Class Z shares as institutional clients of the Manager must have at least $2,000,000 invested in the Portfolio.

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SUMMARY INFORMATION: BERNSTEIN FUND, INC.

NON-U.S. STOCK PORTFOLIOS

International Strategic Equities Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		Class Z
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		Class Z
Management Fees			0.66%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Transfer Agent			0.02%
Other Expenses			0.03%
Total Other Expenses			0.05%
Total Annual Portfolio Operating Expenses			0.71%

		Class Z
After 1 Year		$	73
After 3 Years		$	227
After 5 Years		$	395
After 10 Years		$	883

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PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities or other securities or instruments with similar economic characteristics, including derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy, equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy.

AllianceBernstein L.P. serves as the Portfolio’s investment manager. The Manager invests the assets of the Portfolio primarily (under normal circumstances, at least 65% of net assets) in equity securities of issuers in countries that make up the Morgan Stanley Capital International (“MSCI”) All Country World Index (“ACWI”) ex USA Index, which includes both developed and emerging market countries. The Portfolio focuses on securities of large‑cap and mid‑cap companies. The Manager expects to allocate fund assets among issuers in many foreign countries, but not necessarily in the same proportion that the countries are represented in the MSCI ACWI ex USA Index and may invest in issuers in countries outside of the MSCI ACWI ex USA Index. The Portfolio’s exposure among non‑U.S. countries may change over time based on the Manager’s assessment of market conditions and the investment merit of particular non‑U.S. issuers. Under normal circumstances, the Manager invests in companies located in at least three countries other than the United States and expects to have exposure to issuers in several different countries. In determining a company’s location for purposes of the Portfolio’s investment policies and restrictions, the Manager may consider: (1) the place of domicile; (2) where the company has an established presence and conducts its business; and (3) where the company conducts a significant part of its economic activities. The Portfolio may, at times, invest significantly in emerging markets.

The Manager utilizes both fundamental and quantitative research to both determine which securities will be held by the Portfolio and to manage risk. In applying its quantitative analysis, the Manager considers a number of metrics that have historically provided some indication of favorable future returns, including metrics relating to valuation, quality, investor behavior and corporate behavior. Utilizing these resources, the Manager expects to allocate the Portfolio’s assets among issuers, industries and geographic locations to attempt to create a diversified portfolio of investments.

The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time.

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may invest in currency derivatives as discussed below and in futures contracts to gain exposure to certain markets. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Manager may employ currency hedging strategies, including the use of currency-related derivatives, to seek to reduce currency risk in the Portfolio, but it is not required to do so. The Manager may also take long and short positions in currencies or related derivatives for investment purposes, independent of any security positions. The Manager may use stock index futures contracts to gain access to certain markets.

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

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•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs on various categories of goods imported from the other country, restrictions on investment and adverse impacts on affected companies and securities. For example, the current political climate between the United States and China has intensified concerns about protectionist trade policies and a potential trade war between China and the United States. The United States has imposed tariffs and other trade barriers on Chinese exports and placed other restrictions on or barriers to investments in China. Trade disputes, particularly prolonged disputes, may adversely affect the economies of the United States and its trading partners, as well as the companies directly or indirectly affected by the dispute and financial markets generally, and thus may adversely af- 

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•

Allocation Risk: The Portfolio may seek to focus on different investment disciplines or factors at different times as a means to achieve its investment objective. In the event that the investment disciplines or factors to which the Portfolio has greater exposure perform worse than the investment disciplines or factors with less exposure, the Portfolio’s returns may be negatively affected.

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BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

•

how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

•

how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

Bar Chart

The annual returns in the bar chart are for the Portfolio’s Class Z shares. 

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Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
Class Z		Return Before Taxes			-17.62%				-0.67%				3.76%
		Return After Taxes on Distributions			-18.34%				-1.26%				3.18%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-9.82%				-0.31%				3.11%
MSCI ACWI ex USA Index (reflects no deduction for fees, expenses, or taxes)					-16.00%				0.88%				5.02%

*	Inception date for Class Z shares: December 21, 2015.

After‑tax returns are an estimate, which is based on the highest historical individual federal marginal income‑tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown, and are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Vivian Chen		Since January 2023		Senior Vice President of the Manager
Stuart Rae		Since 2015		Senior Vice President of the Manager

		Initial		Subsequent
Class Z Shares are currently available exclusively to registered investment companies (or their series) managed by the Manager or its affiliates		None		None

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International Small Cap Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		Class Z
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		Class Z
Management Fees			1.00%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Transfer Agent			0.02%
Other Expenses			0.05%
Total Other Expenses			0.07%
Total Annual Portfolio Operating Expenses			1.07%

Examples

The Examples are intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that the Portfolio’s operating expenses stay the same and that any fee waiver is in effect only for the first year. Although your actual costs may be higher or lower, based on these assumptions your costs as reflected in the Examples would be:

 

		Class Z
After 1 Year		$	109
After 3 Years		$	340
After 5 Years		$	590
After 10 Years		$	1,306

PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies or other securities or instruments with similar economic characteristics, including derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy,

  

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equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy. 

The Portfolio’s exposure to non‑U.S. companies may change over time based on the Manager’s assessment of market conditions and the investment merit of non‑U.S. issuers. Under normal circumstances, the Manager invests in companies located in at least three countries other than the United States and expects to have exposure to issuers in several different countries. In determining a company’s location for purposes of the Portfolio’s investment policies and restrictions, the Manager may consider: (1) the place of domicile; (2) where the company has an established presence and conducts its business; and (3) where the company conducts a significant part of its economic activities. The Portfolio may invest in both developed and emerging market countries and, at times, may invest significantly in emerging markets. 

The Manager seeks to identify attractive investment opportunities primarily through its fundamental investment research or quantitative analysis. In applying its fundamental research, the Manager generally seeks to identify companies that possess both attractive valuation and compelling company- and/or industry-level investment catalysts. In applying its quantitative analysis, the Manager typically 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. Utilizing these resources, the Manager expects to allocate the Portfolio’s assets among issuers, industries and geographic locations to attempt to create a diversified portfolio of investments. 

The Portfolio may invest in established companies and also in new and less-seasoned issuers. The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time. 

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may invest in currency derivatives as discussed below and in futures contracts to gain exposure to certain markets. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure. 

Fluctuations in currency exchange rates can have a dramatic impact on the returns of foreign equity securities. The Manager may employ currency hedging strategies, including the use of currency-related derivatives, to seek to reduce currency risk in the Portfolio, but it is not required to do so. The Manager may also take long and short positions in currencies or related derivatives for investment purposes, independent of any security positions. The Manager may use stock index futures contracts to gain access to certain markets. 

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

  

•

Country Concentration Risk: The Portfolio may not always be diversified among countries or regions and the effect on the share price of the Portfolio of specific risks such as political, regulatory and currency may be magnified due to concentration of the Portfolio’s investments in a particular country or region.

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

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•

Actions by a Few Major Investors: In certain countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, share prices of the Portfolio.

•

Redemption Risk: The Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or unfavorable prices or increase or accelerate taxable gains or transaction costs and may negatively affect the Portfolio’s net asset value, or performance, which could cause the value of your investment to decline. Redemption risk is heightened during periods of overall market turmoil.

•

Capitalization Risk: Investments in small-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies may have limited product lines, markets or financial resources. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times or at prices the portfolio managers believe appropriate and may have greater potential for losses.

•

Allocation Risk: The Portfolio may seek to focus on different investment disciplines or factors at different times as a means to achieve its investment objective. In the event that the investment disciplines or factors to which the Portfolio has greater exposure perform worse than the investment disciplines or factors with less exposure, the Portfolio’s returns may be negatively affected.

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techniques, analyses and decisions may not work as intended or may not produce the desired results, and may, during certain periods, result in increased volatility for the Portfolio or cause the value of the Portfolio’s shares to go down. In some cases, derivatives and other investment techniques may be unavailable, or the Manager may determine not to use them, possibly even under market conditions where their use could benefit the Portfolio. 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. In addition, the Manager may change the Portfolio’s investment strategies or policies from time to time. Those changes may not lead to the results intended by the Manager and could have an adverse effect on the Manager and could also have an adverse effect on the value or performance of the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

•

how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

•

how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

Bar Chart

The annual returns in the bar chart are for the Portfolio’s Class Z shares. 

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Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
Class Z		Return Before Taxes			-20.89%				-1.13%				3.72%
		Return After Taxes on Distributions			-20.74%				-1.72%				3.00%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-11.88%				-0.65%				3.01%
MSCI ACWI ex USA Small Cap Index (reflects no deduction for fees, expenses, or taxes)					-19.97%				0.67%				5.36%

*	Inception date for Class Z shares: December 21, 2015.

After‑tax returns are an estimate, which is based on the highest historical individual federal marginal income‑tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown, and are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Andrew Birse		Since 2015		Senior Vice President of the Manager
Peter Chocian		Since 2015		Senior Vice President of the Manager
Nelson Yu		Since 2016		Senior Vice President of the Manager

		Initial		Subsequent
Class Z Shares are currently available exclusively to registered investment companies (or their series) managed by the Manager or its affiliates		None		None

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U.S. EQUITY PORTFOLIO

Small Cap Core Portfolio of Bernstein Fund, Inc.

INVESTMENT OBJECTIVE:

The Portfolio’s investment objective is to provide long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO:

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

Shareholder Fees (fees paid directly from your investment)

		Class Z
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)		None
Maximum Account Fee		None

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

		Class Z
Management Fees			0.80%
Distribution and/or Service (12b‑1) Fees			None
Other Expenses:
Transfer Agent			0.03%
Other Expenses			0.04%
Total Other Expenses			0.07%
Total Annual Portfolio Operating Expenses			0.87%

		Class Z
After 1 Year		$	89
After 3 Years		$	278
After 5 Years		$	482
After 10 Years		$	1,073

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys or sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. 

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PRINCIPAL STRATEGIES:

The Portfolio invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies or other securities or instruments with similar economic characteristics, including derivatives related to equity securities. Equity securities are primarily common stocks, although, for purposes of the 80% policy, equity securities may also include preferred stocks, warrants, convertible securities, sponsored or unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and equity real estate investment trusts (“REITs”). You will be notified at least 60 days prior to any change to the Portfolio’s 80% investment policy. 

The Manager utilizes both quantitative analysis and fundamental research to determine which securities will be held by the Portfolio and to manage risk. The Manager applies quantitative analysis to all of the securities in the Portfolio’s research universe, which is composed primarily of securities in the Portfolio’s benchmark (the Russell 2000 Index). Those securities that score highly on this quantitative analysis are then screened to eliminate those securities that the Manager is recommending against purchasing based on its fundamental research, and a portfolio is constructed from the remaining highly ranked securities based on diversification and risk considerations. In its quantitative analysis, the Manager considers a number of metrics that have historically provided some indication of favorable future returns, including metrics relating to valuation, quality, investor behavior and earnings growth. In general, stocks are purchased when, in the view of the Manager, they provide the highest expected returns, considering their contribution to the estimated risk of the Portfolio’s existing investments. Typically, growth in the size of a company’s market capitalization relative to other domestically traded companies does not cause the Manager to dispose of the security. The Manager expects to seek to manage the overall portfolio volatility of the Portfolio relative to the Russell 2000 by favoring securities that offer the best balance between return and targeted risk. 

The Portfolio may also invest in exchange-traded funds (“ETFs”) and other investment companies from time to time. 

The Portfolio expects to utilize derivatives, such as options, futures contracts, forwards and swaps. For example, the Portfolio may use stock index futures contracts to equitize cash. Derivatives may provide a more efficient and economical exposure to market segments than direct investments, and may also be a more efficient way to alter the Portfolio’s exposure. 

PRINCIPAL RISKS:

The share price of the Portfolio will fluctuate and you may lose money. There is no guarantee that the Portfolio will achieve its investment objective.

•

Sector Risk: The Portfolio may have more risk because of concentrated investments in a particular market sector, such as the financials, consumer discretionary, information technology or industrials sector. Market or economic factors affecting that sector could have a major effect on the value of the Portfolio’s investments.

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BAR CHART AND PERFORMANCE INFORMATION:

The bar chart and performance information provide an indication of the historical risk of an investment in the Portfolio by showing:

  

•

how the Portfolio’s performance changed from year to year over the life of the Portfolio; and

•

how the Portfolio’s average annual returns for one year, five years and over the life of the Portfolio compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at www.bernstein.com (at the bottom of the page, click on “Investments,” then “Mutual Fund Performance at a Glance”). 

The Portfolio’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future. As with all investments, you may lose money by investing in the Portfolio. 

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Bar Chart

The annual returns in the bar chart are for the Portfolio’s Class Z shares. 

Performance Table 

Average Annual Total Returns

				1 Year				5 Years				Since Inception*
Class Z		Return Before Taxes			-18.87%				3.90%				6.27%
		Return After Taxes on Distributions			-20.34%				2.79%				5.09%
		Return After Taxes on Distributions and Sale of Portfolio Shares			-10.07%				2.98%				4.76%
Russell 2000 Index (reflects no deduction for fees, expenses, or taxes)					-20.44%				4.13%				7.56%

*	Inception date for Class Z shares: December 29, 2015.

After‑tax returns are an estimate, which is based on the highest historical individual federal marginal income‑tax rates, and do not reflect the impact of state and local taxes; actual after‑tax returns depend on an individual investor’s tax situation and are likely to differ from those shown, and are not relevant to investors who hold Portfolio shares through tax‑deferred arrangements such as 401(k) plans or individual retirement accounts.

Employee		Length of Service		Title
Serdar Kalaycioglu		Since 2015		Senior Vice President of the Manager
Samantha Lau		Since 2015		Senior Vice President of the Manager
Erik A. Turenchalk		Since 2020		Senior Vice President of the Manager

		Initial		Subsequent
Class Z Shares are currently available exclusively to registered investment companies (or their series) managed by the Manager or its affiliates		None		None

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Principal Investments, Investment Strategies and Risks

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less governmental supervision of brokers and issuers of securities

•

lack of uniform accounting, auditing and financial-reporting standards

•

settlement and clearance practices that differ from those in the U.S. and may result in delays or may not fully protect the Portfolios against loss or theft of assets

•

the possibility of nationalization of a company or industry and expropriation or confiscatory taxation

•

the imposition of foreign taxes

•

high inflation and rapid fluctuations in inflation rates

•

less developed legal structures governing private or foreign investment

•

increased government intervention in markets resulting in artificially inflated prices or demand for securities, and increased risk of loss and heightened volatility if the intervention is unsuccessful or discontinued

•

Higher costs associated with foreign investing. Investments in foreign securities will also result in generally higher expenses due to:

•

the costs of currency exchange

•

higher brokerage commissions in certain foreign markets

•

the expense of maintaining securities with foreign custodians

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Forward Contracts—A forward contract is an agreement that obligates one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other asset for an agreed upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or asset to an agreed-upon location (rather than settled by cash), or is rolled forward into a new forward contract or, in the case of a non‑deliverable forward, by a cash payment at maturity. The Portfolios’ investments in forward contracts may include the following:

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Forward Currency Exchange Contracts. A Portfolio may purchase or sell forward currency exchange contracts for hedging purposes to minimize the risk from adverse changes in the relationship between the U.S. Dollar and other currencies or for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”. A Portfolio, for example, may enter into a forward contract as a transaction hedge (to “lock in” the U.S. Dollar price of a non‑U.S. Dollar security), as a position hedge (to protect the value of securities the Portfolio owns that are denominated in a foreign currency against substantial changes in the value of the foreign currency) or as a cross-hedge (to protect the value of securities the Portfolio owns that are denominated in a foreign currency against substantial changes in the value of that foreign currency by entering into a forward contract for a different foreign currency that is expected to change in the same direction as the currency in which the securities are denominated).

•

Futures Contracts and Options on Futures Contracts—A futures contract is a standardized, exchange-traded agreement that obligates the buyer to buy and the seller to sell a specified quantity of an underlying asset (or settle for cash the value of a contract based on an underlying asset, rate or index) at a specific price on the contract maturity date. Options on futures contracts are options that call for the delivery of futures contracts upon exercise. A Portfolio may purchase or sell futures contracts and options thereon to hedge against changes in interest rates, securities prices (through index futures or options) or currency exchange rates. Options on futures contracts written or purchased by the AB Intermediate New York Municipal Portfolio, AB Intermediate California Municipal Portfolio and AB Intermediate Diversified Municipal Portfolio (collectively, the “Fixed-Income Municipal Portfolios”) will be traded on U.S. exchanges and expect to be used primarily

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for hedging purposes or to manage the effective maturity or duration of fixed-income securities. The Non‑U.S. Stock Portfolios may also purchase or sell futures contracts for foreign currencies or options thereon for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”.

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Options—An option is an agreement that, for a premium payment or fee, gives the option holder (the buyer) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the exercise price) during a period of time or on a specified date. Investments in options are considered speculative. A Portfolio may lose the premium paid for them if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by a Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. The Portfolios’ investments in options include the following:

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Options on Foreign Currencies. Certain Portfolios may invest in options on foreign currencies that are privately negotiated or traded on U.S. or foreign exchanges for hedging purposes to protect against declines in the U.S. Dollar value of foreign currency denominated securities held by a Portfolio and against increases in the U.S. Dollar cost of securities to be acquired. The purchase of an option on a foreign currency may constitute an effective hedge against fluctuations in exchange rates, although if rates move adversely, a Portfolio may forfeit the entire amount of the premium plus related transaction costs. The Non‑U.S. Stock Portfolios may also invest in options on foreign currencies for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”.

–

Options on Securities. A Portfolio may purchase or write a put or call option on securities. The Portfolios will write only covered options on securities, which means writing an option for securities the Portfolio owns. None of the Portfolios will write any option if, immediately thereafter, the aggregate value of the Portfolio’s securities subject to outstanding options would exceed 25% of its net assets.

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Options on Securities Indices. An option on a securities index is similar to an option on a security except that, rather than taking or making delivery of a security at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the chosen index is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option.

•

Swaps—A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals (payment dates) based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps or currency exchange rates in the case of currency swaps) for a specified amount of an underlying asset (the “notional” principal amount). Generally, other than as described below, the notional principal amount is used solely to calculate the payment stream, but is not exchanged. Rather, most swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments). Certain standardized swaps, including certain interest rate swaps and credit default swaps, are subject to mandatory central clearing and are required to be executed through a regulated swap execution facility. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses with the clearinghouse serving as central

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counterparty, similar to transactions in futures contracts. Portfolios post initial and variation margin to support their obligations under cleared swaps by making payments to their clearing member FCMs. Central clearing is intended to reduce counterparty credit risks and increase liquidity, but central clearing does not make swap transactions risk free. The SEC may adopt similar clearing and execution requirements in respect of security-based swaps under its jurisdiction. Privately negotiated swap agreements are two‑party contracts entered into primarily by institutional investors and are not cleared through a third party, nor are these required to be executed on a regulated swap execution facility. Payments received by a Fixed-Income Municipal Portfolio from swap agreements will result in taxable income, either as ordinary income or capital gains, rather than tax‑exempt income, which will increase the amount of taxable distributions received by shareholders. The Portfolios’ investments in swap transactions include the following:

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Currency Swaps. The Non‑U.S. Stock Portfolios, the AB Short Duration Portfolio and the AB Intermediate Duration Portfolio may invest in currency swaps for hedging purposes to protect against adverse changes in exchange rates between the U.S. Dollar and other currencies or for non‑hedging purposes as a means of making direct investments in foreign currencies, as described below under “Other Derivatives and Strategies—Currency Transactions”. Currency swaps involve the individually negotiated exchange by a Portfolio with another party of a series of payments in specified currencies. Actual principal amounts of currencies may be exchanged by the counterparties at the initiation, and again upon the termination, of the transaction. Therefore, the entire principal value of a currency swap is subject to the risk that the swap counterparty will default on its contractual delivery obligations. If there is a default by the counterparty to the transaction, the Portfolio will have contractual remedies under the transaction agreements.

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Interest Rate Swaps, Swaptions, Caps, and Floors. Interest rate swaps involve the exchange by a Portfolio with another party of payments calculated by reference to specified interest rates (e.g., an exchange of floating rate payments for fixed rate payments). Unless there is a counterparty default, the risk of loss to the Portfolio from interest rate swap transactions is limited to the net amount of interest payments that the Portfolio is contractually obligated to make. If the counterparty to an interest rate swap transaction defaults, the Portfolio’s risk of loss consists of the net amount of interest payments that the Portfolio contractually is entitled to receive.

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Credit Default Swap Agreements. The “buyer” in a credit default swap contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or restructuring. A Portfolio may be either the buyer or seller in the transaction. As a seller, a Portfolio receives a fixed rate of income throughout the term of the contract, which typically is between one month and ten years, provided that no credit event occurs. If a credit event occurs, a Portfolio, as seller, typically must pay the contingent payment to the buyer, which will be either (i) the “par value” (face amount) of the reference obligation in which case the Portfolio will receive the reference obligation in return or (ii) an amount equal to the difference between the face amount and the current market value of the reference obligation. As a buyer, if a credit event occurs, a Portfolio would be the receiver of such contingent payments, either delivering the reference obligation in exchange for the full notional (face) value of a reference obligation that may have little or no value, or receiving a payment equal to the difference between the face amount and the current market value of the obligation. The current market value of the reference obligation is typically determined via an auction process sponsored by the International Swaps and Derivatives Association, Inc. The periodic payments previously received by the Portfolio, coupled with the value of any reference obligation received, may be less than the full face amount it pays to the buyer, resulting in a loss to the Portfolio. If a Portfolio is a buyer and no credit event occurs, the Portfolio will lose its periodic stream of payments over the term of the contract. However, if a credit event occurs, the buyer typically receives full notional value for a reference obligation that may have little or no value.

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Currency Transactions—The Non‑U.S. Stock Portfolios and the AB Short Duration Portfolio may invest in non‑U.S. Dollar-denominated securities on a currency hedged or un‑hedged basis. The Manager may actively manage a Portfolio’s currency exposures and 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 options. The Manager may enter into currency 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 a Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Manager believes that it may be more efficient than a direct investment in a foreign currency-denominated security. A Portfolio may also conduct currency exchange contracts on a

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spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

•

Synthetic Foreign Equity Securities—The Non‑U.S. Stock Portfolios may invest in different types of derivatives generally referred to as synthetic foreign equity securities. These securities may include international warrants or local access products. International warrants are financial instruments issued by banks or other financial institutions, which may or may not be traded on a foreign exchange. International warrants are a form of derivative security that may give holders the right to buy or sell an underlying security or a basket of securities representing an index from or to the issuer of the warrant for a particular price or may entitle holders to receive a cash payment relating to the value of the underlying security or index, in each case upon exercise by the Portfolio. Local access products are similar to options in that they are exercisable by the holder for an underlying security or a cash payment based upon the value of that security, but are generally exercisable over a longer term than typical options. These types of instruments may be American style, which means that they can be exercised at any time on or before the expiration date of the international warrant, or European style, which means that they may be exercised only on the expiration date.

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Are signed and dated by the person(s) authorized in accordance with the Portfolio’s policies and procedures to access the account and request transactions;

•

Include the fund and account number; and

•

Include the amount of the transaction (stated in dollars, shares, or percentage).

•

Medallion signature guarantees or notarized signatures, if required for the type of transaction. (Requirements are detailed on AllianceBernstein Investor Services, Inc., or ABIS, service forms; Please contact ABIS with any questions)

•

Any supporting documentation that may be required.

Purchase Minimums and Maximums

—Initial:		$	2,500
—Subsequent:		$	50

*

Purchase minimums may not apply to some accounts established in connection with the Automatic Investment Program and to some retirement-related investment programs. These investment minimums also do not apply to persons participating in a fee‑based program or “Mutual Fund Only” brokerage program which is sponsored and maintained by a registered broker-dealer or other financial intermediary with omnibus account or “network level” account arrangements with a Portfolio.

—Class A shares			None
—Class C shares		$	1,000,000	*

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•

Traditional and Roth IRAs (the minimums listed in the table above apply);

•

SEPs, SAR‑SEPs, SIMPLE IRAs, and individual 403(b) plans;

•

all 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, and non‑qualified deferred compensation plans where plan level or omnibus accounts are held on the books of the SCB Fund and the Bernstein Fund (“Group Retirement Plans”) with assets of $1,000,000 or more;

•

AllianceBernstein-sponsored Coverdell Education Savings Accounts ($2,000 initial investment minimum, $150 automatic investment program monthly minimum);

•

AllianceBernstein Link, AllianceBernstein Individual 401(k), and AllianceBernstein SIMPLE IRA plans with at least $250,000 in plan assets and 100 employees; and

•

certain defined contribution retirement plans that do not have plan level or omnibus accounts on the books of the Portfolio.

•

through accounts established under a fee‑based program, sponsored and maintained by a registered broker-dealer or other financial intermediary and approved by ABI;

•

through a defined contribution employee benefit plan (e.g., a 401(k) plan) that purchases shares directly without the involvement of a financial intermediary; and

•

by investment advisory clients of, and certain other persons associated with, the Manager and its affiliates or the Portfolios.

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		Distribution and/or Service (Rule 12b‑1) Fee (as a Percentage of Aggregate Average Daily Net Assets)
Class A				0.25	%*
Class C				1.00	%
Advisor Class				None
Class Z				None

*	The maximum fee allowed under the Rule 12b‑1 Plan for the Class A shares of each Portfolio is 0.30% of the aggregate average daily net assets. The Board currently limits the payments to 0.25%.

		Initial Sales Charge
Amount Purchased		as % of Net Amount Invested					as % of Offering Price
Up to $100,000				4.44	%				4.25	%
$100,000 up to $250,000				3.36					3.25
$250,000 up to $500,000				2.30					2.25
$500,000 up to $1,000,000				1.78					1.75
$1,000,000 and above				0.00					0.00

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		Initial Sales Charge
Amount Purchased		as % of Net Amount Invested					as % of Offering Price
Up to $100,000				2.30	%				2.25	%
$100,000 up to $250,000				2.04					2.00
$250,000 up to $500,000				1.27					1.25
$500,000 and above				0.00					0.00

		Initial Sales Charge
Amount Purchased		as % of Net Amount Invested					as % of Offering Price
Up to $100,000				3.09	%				3.00	%
$100,000 up to $250,000				2.04					2.00
$250,000 up to $500,000				1.01					1.00
$500,000 and above				0.00					0.00

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persons participating in a fee‑based program, sponsored and maintained by a registered broker-dealer or other financial intermediary, under which persons pay an asset-based fee for services in the nature of investment advisory or administrative services or clients of broker-dealers or other financial intermediaries who purchase Class A shares for their own accounts through self-directed and/or non‑discretionary brokerage accounts with the broker-dealers or other financial intermediaries that may or may not charge a transaction fee to its customers;

•

plan participants who roll over amounts distributed from employer maintained retirement plans to AllianceBernstein-sponsored IRAs where the plan is a client of or serviced by the Manager’s Institutional Investment Management Division or Bernstein Global Wealth Management Division, including subsequent contributions to those IRAs;

•

certain other investors, such as investment management clients of the Manager or its affiliates, including clients and prospective clients of the Manager’s Institutional Investment Management Division, employees of selected dealers authorized to sell the SCB Fund’s and the Bernstein Fund’s shares, and employees of the Manager; or

•

persons participating in a “Mutual Fund Only” brokerage program, sponsored and maintained by a registered broker-dealer or other financial intermediary.

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an individual, his or her spouse or domestic partner, or the individual’s children under the age of 21 purchasing shares for his, her or their own account(s);

•

a trustee or other fiduciary purchasing shares for a single trust, estate or single fiduciary account with one or more beneficiaries involved;

•

the employee benefit plans of a single employer; or

•

any company that has been in existence for at least six months or has a purpose other than the purchase of shares of the Portfolio.

•

all of the shareholder’s accounts at the Portfolios or a financial intermediary; and

•

accounts of related parties of the shareholder, such as members of the same family, at any financial intermediary.

•

permitted exchanges of shares;

•

following the death or disability of a shareholder;

•

if the redemption represents a minimum required distribution from an IRA or other retirement plan to a shareholder who has attained the required age based on applicable rules; or

•

if the redemption is necessary to meet a plan participant’s or beneficiary’s request for a distribution or loan from a Group Retirement Plan or to accommodate a plan participant’s or beneficiary’s direction to reallocate his or her plan account among other investment alternatives available under a Group Retirement Plan.

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whether you are eligible to invest in a particular share class;

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the amount you intend to invest;

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how long you expect to own shares;

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expenses associated with owning a particular class of shares;

•

whether you qualify for any reduction or waiver of sales charges (for example, if you are making a large investment that qualifies for a Quantity Discount, you might consider purchasing Class A shares); and

•

whether a share class is available for purchase

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Send a signed letter of instruction or stock power, along with certificates, to:

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For certified or overnight deliveries, send to:

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For your protection, a bank, a member firm of a national stock exchange or another eligible guarantor institution must guarantee signatures. Stock power forms are available from your financial intermediary, ABIS and many commercial banks. Additional documentation is required for the sale of shares by corporations, intermediaries, fiduciaries and surviving joint owners. If you have any questions about these procedures, contact ABIS.

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You may redeem your shares for which no stock certificates have been issued by telephone request. Call ABIS at 800‑221‑5672 with instructions on how you wish to receive your sale proceeds.

•

ABIS must receive and confirm a telephone redemption request by the Portfolio Closing Time for you to receive that day’s NAV, less any applicable CDSC.

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For your protection, ABIS will request personal or other information from you to verify your identity and will generally record the calls. Neither the Portfolio nor the Manager, ABIS, ABI or other Portfolio agent will be liable for any loss, injury, damage or expense as a result of acting upon telephone instructions purporting to be on your behalf that ABIS reasonably believes to be genuine.

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If you have selected electronic funds transfer in your Mutual Fund Application, the redemption proceeds will be sent directly to your bank. Otherwise, the proceeds will be mailed to you.

•

Redemption requests by electronic funds transfer or check may not exceed $100,000 per Portfolio account per day.

•

Telephone redemption is not available for shares held in nominee or “street name” accounts, retirement plan accounts, or shares held by a shareholder who has changed his or her address of record within the previous 30 calendar days.

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Account Blocking Procedures. If the Portfolios determine, in their sole discretion, that a particular transaction or pattern of transactions identified by the transaction surveillance procedures described above is excessive or short-term trading in nature, the relevant Portfolio will take remedial action that may include issuing a warning, revoking certain account-related privileges (such as the ability to place purchase, sale and exchange orders over the internet or by phone) or prohibiting or “blocking” future purchase or exchange activity. However, sales of Portfolio shares back to a Portfolio or redemptions will continue to be permitted in accordance with the terms of the Portfolio’s current Prospectus. As a result, unless the shareholder redeems his or her shares, which may have consequences if the shares have declined in value, a CDSC is applicable or adverse tax consequences may result, the shareholder may be “locked” into an unsuitable investment. A blocked account will generally remain blocked for 90 days. Subsequent detections of excessive or short-term trading may result in an indefinite account block or an account block until the account holder or the associated broker, dealer or other financial intermediary provides evidence or assurance acceptable to the Portfolio that the account holder did not or will not in the future engage in excessive or short-term trading.

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Applications of Surveillance Procedures and Restrictions to Omnibus Accounts. Omnibus account arrangements are common forms of holding shares of the Portfolios, particularly among certain brokers, dealers and other financial intermediaries, including sponsors of retirement plans and variable insurance products. The Portfolios apply their surveillance procedures to these omnibus account arrangements. As required by SEC rules, the Portfolios have entered into agreements with all of their financial intermediaries that require the financial intermediaries to provide the Portfolios, upon the request of the Portfolios or their agents, with individual account level information about their transactions. If the Portfolios detect excessive trading through their monitoring of omnibus accounts, including trading at the individual account level, the financial intermediaries may also execute instructions from the Portfolios to take actions to curtail the activity, which may include applying blocks to accounts to prohibit future purchases and exchanges of Portfolio shares. For certain retirement plan accounts, the Portfolios may request that the retirement plan or other intermediary revoke the relevant participant’s privilege to effect transactions in Portfolio shares via the internet or telephone, in which case the relevant participant must submit future transaction orders via the U.S. Postal Service (i.e., regular mail).

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Portfolio		Expense Limitation
International Small Cap Portfolio
Class Z				1.10	%
Small Cap Core Portfolio
Class Z				1.05	%

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Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Michael Canter; since 2016; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a substantially similar capacity to his current position since prior to 2018, and Director of Securitized Assets and U.S. Multi-Sector Fixed-Income.
Janaki Rao; since 2018; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a substantially similar capacity to his current position since prior to 2018.

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Michael Canter; since 2016; Senior Vice President of the Manager		(See above)
Janaki Rao; since 2018; Senior Vice President of the Manager		(See above)

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Andrew Birse; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018. He is also Chief Investment Officer of International Small Cap Equities since 2021.
Peter Chocian; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.
Nelson Yu; since 2016; Senior Vice President of the Manager		(See above)

Employee; Length of Service; Title		Principal Occupation During the Past Five (5) Years
Serdar Kalaycioglu; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.
Samantha Lau; since 2015; Senior Vice President of the Manager		Senior Vice President of the Manager and Co‑Chief Investment Officer of U.S. Small/SMID Cap Growth Equities, with which she has been associated in a similar capacity since prior to 2018.
Erik A. Turenchalk; since 2020; Senior Vice President of the Manager		Senior Vice President of the Manager, with which he has been associated in a similar capacity since prior to 2018.

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		CLASS Z
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	33.50			$	27.22			$	26.08			$	28.43			$	31.32
Income From Investment Operations
Net investment income(a)(b)			0.45				0.59				0.39				0.57				0.37
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(9.11	)			6.32				1.26				(0.93	)			(2.92	)
Contributions from affiliates(e)			0				0				0.00	(c)			0.00	(c)			0.00	(c)
Total from investment operations			(8.66	)			6.91				1.65				(0.36	)			(2.55	)
Less: Dividends and Distributions
Dividends from net investment income			(0.75	)			(0.63	)			(0.51	)			(0.40	)			(0.27	)
Distributions from net realized gain on investment transactions			(2.28	)			0				0				(1.59	)			(0.07	)
Total dividends and distributions			(3.03	)			(0.63	)			(0.51	)			(1.99	)			(0.34	)
Net asset value, end of period		$	21.81			$	33.50			$	27.22			$	26.08			$	28.43
Total Return
Total investment return based on net asset value(d)(e)			(28.43	)%			25.56	%			6.33	%			(0.66	)%			(8.26	)%(f)
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	152,537			$	219,793			$	181,910			$	176,887			$	177,907
Average net assets (000 omitted)		$	198,222			$	220,989			$	178,143			$	175,583			$	189,542
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			1.03	%			1.03	%			1.04	%			1.04	%			1.07	%
Expenses, before waivers/reimbursements			1.04	%			1.03	%			1.04	%			1.04	%			1.08	%
Net investment income(b)			1.57	%			1.76	%			1.50	%			2.21	%			1.16	%
Portfolio turnover rate			57	%			68	%			85	%			92	%			65	%

(f)	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.

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		CLASS A
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.25			$	14.03			$	14.17			$	13.68			$	14.07
Income From Investment Operations
Net investment income(a)			0.23				0.24				0.28				0.29				0.28
Net realized and unrealized gain (loss) on investment transactions			(1.37	)			0.22				(0.14	)			0.49				(0.39	)
Total from investment operations			(1.14	)			0.46				0.14				0.78				(0.11	)
Less: Dividends
Dividends from net investment income			(0.23	)			(0.24	)			(0.28	)			(0.29	)			(0.28	)
Net asset value, end of period		$	12.88			$	14.25			$	14.03			$	14.17			$	13.68
Total Return
Total investment return based on net asset value(b)			(8.07	)%			3.26	%			1.03	%			5.74	%			(0.77	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	96,286			$	116,552			$	117,874			$	119,718			$	121,201
Average net assets (000 omitted)		$	105,328			$	117,041			$	119,315			$	121,023			$	130,420
Ratio to average net assets of:
Expenses			0.73	%			0.73	%			0.72	%			0.74	%			0.73	%
Net investment income			1.71	%			1.67	%			1.98	%			2.06	%			2.03	%
Portfolio turnover rate			14	%			18	%			18	%			18	%			23	%

		CLASS C
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.25			$	14.03			$	14.17			$	13.68			$	14.07
Income From Investment Operations
Net investment income(a)			0.13				0.13				0.17				0.18				0.18
Net realized and unrealized gain (loss) on investment transactions			(1.37	)			0.22				(0.13	)			0.49				(0.39	)
Total from investment operations			(1.24	)			0.35				0.04				0.67				(0.21	)
Less: Dividends
Dividends from net investment income			(0.13	)			(0.13	)			(0.18	)			(0.18	)			(0.18	)
Net asset value, end of period		$	12.88			$	14.25			$	14.03			$	14.17			$	13.68
Total Return
Total investment return based on net asset value(b)			(8.76	)%			2.47	%			0.27	%			4.95	%			(1.50	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	5,515			$	8,982			$	19,813			$	27,143			$	33,716
Average net assets (000 omitted)		$	7,393			$	15,076			$	23,921			$	29,799			$	38,176
Ratio to average net assets of:
Expenses			1.48	%			1.48	%			1.48	%			1.49	%			1.48	%
Net investment income			0.95	%			0.93	%			1.23	%			1.31	%			1.28	%
Portfolio turnover rate			14	%			18	%			18	%			18	%			23	%

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		ADVISOR CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.24			$	14.03			$	14.17			$	13.68			$	14.07
Income From Investment Operations
Net investment income(a)			0.27				0.27				0.31				0.32				0.32
Net realized and unrealized loss on investment transactions			(1.36	)			0.21				(0.13	)			0.49				(0.39	)
Total from investment operations			(1.09	)			0.48				0.18				0.81				(0.07	)
Less: Dividends
Dividends from net investment income			(0.27	)			(0.27	)			(0.32	)			(0.32	)			(0.32	)
Net asset value, end of period		$	12.88			$	14.24			$	14.03			$	14.17			$	13.68
Total Return
Total investment return based on net asset value(b)			(7.77	)%			3.44	%			1.28	%			6.00	%			(0.51	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	61,511			$	67,388			$	64,546			$	57,173			$	37,003
Average net assets (000 omitted)		$	64,326			$	62,323			$	63,077			$	45,530			$	32,710
Ratio to average net assets of:
Expenses			0.48	%			0.48	%			0.47	%			0.49	%			0.48	%
Net investment income			1.96	%			1.91	%			2.22	%			2.30	%			2.28	%
Portfolio turnover rate			14	%			18	%			18	%			18	%			23	%

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		CLASS C
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.59			$	14.52			$	14.44			$	13.98			$	14.32
Income From Investment Operations
Net investment income(a)			0.12				0.11				0.15				0.18				0.17
Net realized and unrealized gain (loss) on investment transactions			(1.32	)			0.06				0.08				0.46				(0.33	)
Total from investment operations			(1.20	)			0.17				0.23				0.64				(0.16	)
Less: Dividends
Dividends from net investment income			(0.11	)			(0.10	)			(0.15	)			(0.18	)			(0.18	)
Net asset value, end of period		$	13.28			$	14.59			$	14.52			$	14.44			$	13.98
Total Return
Total investment return based on net asset value(b)			(8.26	)%			1.19	%			1.62	%			4.59	%			(1.15	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	3,652			$	4,828			$	6,586			$	10,910			$	11,886
Average net assets (000 omitted)		$	4,376			$	5,934			$	9,405			$	11,297			$	14,022
Ratio to average net assets of:
Expenses			1.49	%			1.48	%			1.48	%			1.49	%			1.50	%
Net investment income			0.82	%			0.73	%			1.05	%			1.24	%			1.23	%
Portfolio turnover rate			23	%			27	%			16	%			24	%			38	%

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		ADVISOR CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.60			$	14.52			$	14.44			$	13.99			$	14.32
Income From Investment Operations
Net investment income(a)			0.26				0.25				0.29				0.31				0.32
Net realized and unrealized gain (loss) on investment transactions			(1.33	)			0.08				0.08				0.46				(0.33	)
Total from investment operations			(1.07	)			0.33				0.37				0.77				(0.01	)
Less: Dividends
Dividends from net investment income			(0.25	)			(0.25	)			(0.29	)			(0.32	)			(0.32	)
Net asset value, end of period		$	13.28			$	14.60			$	14.52			$	14.44			$	13.99
Total Return
Total investment return based on net asset value(b)			(7.40	)%			2.28	%			2.65	%			5.56	%			(0.08	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	102,466			$	82,692			$	60,140			$	38,534			$	21,792
Average net assets (000 omitted)		$	85,505			$	70,376			$	46,691			$	27,392			$	17,250
Ratio to average net assets of:
Expenses			0.48	%			0.48	%			0.49	%			0.48	%			0.50	%
Net investment income			1.86	%			1.71	%			2.03	%			2.21	%			2.24	%
Portfolio turnover rate			23	%			27	%			16	%			24	%			38	%

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		CLASS C
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.81			$	14.68			$	14.57			$	14.05			$	14.44
Income From Investment Operations
Net investment income(a)			0.15				0.14				0.19				0.20				0.17
Net realized and unrealized gain (loss) on investment transactions			(1.45	)			0.13				0.11				0.53				(0.39	)
Total from investment operations			(1.30	)			0.27				0.30				0.73				(0.22	)
Less: Dividends
Dividends from net investment income			(0.14	)			(0.14	)			(0.19	)			(0.21	)			(0.17	)
Net asset value, end of period		$	13.37			$	14.81			$	14.68			$	14.57			$	14.05
Total Return
Total investment return based on net asset value(b)			(8.81	)%			1.82	%			2.07	%			5.20	%			(1.54	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	13,576			$	18,542			$	34,743			$	42,152			$	56,339
Average net assets (000 omitted)		$	15,772			$	28,338			$	39,529			$	50,386			$	64,699
Ratio to average net assets of:
Expenses			1.40	%			1.41	%			1.43	%			1.43	%			1.48	%
Net investment income			1.02	%			0.96	%			1.30	%			1.42	%			1.17	%
Portfolio turnover rate			15	%			22	%			20	%			22	%			23	%

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		ADVISOR CLASS
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.79			$	14.66			$	14.55			$	14.04			$	14.42
Income From Investment Operations
Net investment income(a)			0.29				0.29				0.33				0.34				0.31
Net realized and unrealized gain (loss) on investment transactions			(1.44	)			0.13				0.11				0.52				(0.38	)
Total from investment operations			(1.15	)			0.42				0.44				0.86				(0.07	)
Less: Dividends
Dividends from net investment income			(0.28	)			(0.29	)			(0.33	)			(0.35	)			(0.31	)
Net asset value, end of period		$	13.36			$	14.79			$	14.66			$	14.55			$	14.04
Total Return
Total investment return based on net asset value(b)			(7.84	)%			2.85	%			3.11	%			6.20	%			(0.48	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	477,015			$	456,386			$	377,082			$	278,371			$	761,637
Average net assets (000 omitted)		$	467,739			$	419,891			$	332,267			$	306,629			$	1,161,023
Ratio to average net assets of:
Expenses			0.40	%			0.41	%			0.43	%			0.43	%			0.48	%
Net investment income			2.04	%			1.94	%			2.29	%			2.40	%			2.17	%
Portfolio turnover rate			15	%			22	%			20	%			22	%			23	%

		CLASS Z
		Year Ended September 30,																July 2, 2018(c) to September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	14.81			$	14.68			$	14.58			$	14.06			$	14.15
Income From Investment Operations
Net investment income(a)			0.29				0.29				0.34				0.35				0.08
Net realized and unrealized gain (loss) on investment transactions			(1.44	)			0.13				0.10				0.53				(0.10	)
Total from investment operations			(1.15	)			0.42				0.44				0.88				(0.02	)
Less: Dividends
Dividends from net investment income			(0.28	)			(0.29	)			(0.34	)			(0.36	)			(0.07	)
Net asset value, end of period		$	13.38			$	14.81			$	14.68			$	14.58			$	14.06
Total Return
Total investment return based on net asset value(b)			(7.81	)%			2.87	%			3.08	%			6.29	%			(0.06	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	470,829			$	505,365			$	509,910			$	844,127			$	472,528
Average net assets (000 omitted)		$	500,681			$	485,522			$	590,892			$	776,520			$	258,733
Ratio to average net assets of:
Expenses			0.39	%			0.38	%			0.39	%			0.38	%			0.40	%(d)(e)
Net investment income			2.05	%			1.97	%			2.34	%			2.47	%			2.49	%(d)(e)
Portfolio turnover rate			15	%			22	%			20	%			22	%			23	%

(a)	Based on average shares outstanding.

(b)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

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		CLASS Z
		Year Ended September 30,												July 23, 2019(a) to September 30,
		2022				2021				2020				2019
Net asset value, beginning of period		$	13.49			$	14.03			$	13.55			$	13.36
Income From Investment Operations
Net investment income(b)			0.21				0.24	(c)			0.31				0.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(2.23	)			(0.29	)			0.51				0.18
Total from investment operations			(2.02	)			(0.05	)			0.82				0.25
Less: Dividends and Distributions
Dividends from net investment income			(0.21	)			(0.25	)			(0.34	)			(0.06	)
Distributions from net realized gain on investment transactions			(0.13	)			(0.24	)			0				0
Total dividends and distributions			(0.34	)			(0.49	)			(0.34	)			(0.06	)
Net asset value, end of period		$	11.13			$	13.49			$	14.03			$	13.55
Total Return
Total investment return based on net asset value(d)			(15.26	)%(g)			(.40	)%			6.16	%			1.95	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	8			$	10			$	10			$	10
Average net assets (000 omitted)		$	9			$	10			$	10			$	10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.57	%			0.63	%			0.82	%			0.77	%(e)
Expenses, before waivers/reimbursements			3.01	%			1.87	%			0.82	%			0.77	%(e)
Net investment income			1.69	%			1.74	%(c)			2.30	%			2.62	%(e)
Portfolio turnover rate(f)			122	%			123	%			72	%			62	%

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		CLASS A
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	11.68			$	11.79			$	11.74			$	11.54			$	11.69
Income From Investment Operations
Net investment income(b)(c)			0.03				0.05				0.11				0.18				0.11
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(0.68	)			(0.11	)			0.07				0.22				(0.14	)
Total from investment operations			(0.65	)			(0.06	)			0.18				0.40				(0.03	)
Less: Dividends
Dividends from net investment income			(0.02	)			(0.05	)			(0.13	)			(0.20	)			(0.12	)
Net asset value, end of period		$	11.01			$	11.68			$	11.79			$	11.74			$	11.54
Total Return
Total investment return based on net asset value(d)			(5.49	)%			(0.53	)%			1.53	%			3.44	%			(0.24	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	14,182			$	15,784			$	17,874			$	20,462			$	25,222
Average net assets (000 omitted)		$	15,597			$	17,123			$	17,732			$	23,973			$	23,170
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.86	%			1.00	%			1.07	%			0.97	%			1.01	%
Expenses, before waivers/reimbursements			0.97	%			1.00	%			1.07	%			0.97	%			1.01	%
Net investment income(c)			0.25	%			0.40	%			0.97	%			1.50	%			0.93	%
Portfolio turnover rate			48	%			75	%			50	%			39	%			85	%

		CLASS C
		Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	11.65			$	11.76			$	11.72			$	11.52			$	11.67
Income From Investment Operations
Net investment income(b)(c)			0.02				0.03				0.09				0.15				0.08
Net realized and unrealized gain (loss) on investment and foreign currency transactions			(0.66	)			(0.11	)			0.05				0.22				(0.14	)
Total from investment operations			(0.64	)			(0.08	)			0.14				0.37				(0.06	)
Less: Dividends
Dividends from net investment income			(0.02	)			(0.03	)			(0.10	)			(0.17	)			(0.09	)
Net asset value, end of period		$	10.99			$	11.65			$	11.76			$	11.72			$	11.52
Total Return
Total investment return based on net asset value(d)			(5.49	)%			(0.79	)%			1.32	%			3.24	%			(0.44	)%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	1,293			$	1,032			$	2,976			$	2,304			$	2,976
Average net assets (000 omitted)		$	975			$	2,064			$	2,214			$	2,573			$	3,778
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.92	%			1.21	%			1.28	%			1.18	%			1.22	%
Expenses, before waivers/reimbursements			1.72	%			1.76	%			1.83	%			1.73	%			1.77	%
Net investment income(c)			0.22	%			0.26	%			0.74	%			1.29	%			0.67	%
Portfolio turnover rate			48	%			75	%			50	%			39	%			85	%

(a)	Commencement of distributions.

(b)	Based on average shares outstanding.

(c)	Net of expenses waived by the Adviser.

(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. 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)	Annualized

(f)	The portfolio accounts for dollar roll transactions as purchases and sales.

---

		CLASS Z Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.78			$	11.63			$	11.64			$	12.51			$	12.73
Income from investment operations
Investment income, net(a)(b)			0.37				0.30				0.19				0.26				0.25
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(3.74	)			2.02				0.05				(0.79	)			(0.10	)
Total from investment operations			(3.37	)			2.32				0.24				(0.53	)			0.15
Less dividends and distributions:
Dividends from net investment income			(0.33	)			(0.17	)			(0.25	)			(0.21	)			(0.11	)
Distributions from net realized gain on investment transactions			(0.46	)			0				0				(0.13	)			(0.26	)
Total dividends and distributions			(0.79	)			(0.17	)			(0.25	)			(0.34	)			(0.37	)
Net asset value, end of period		$	9.62			$	13.78			$	11.63			$	11.64			$	12.51
Total return(d)			(26.01	)%			20.07	%			2.02	%			(4.02	)%			1.18	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	1,331,970			$	2,100,301			$	1,349,824			$	1,359,213			$	1,420,930
Average net assets (000 omitted)		$	1,811,737			$	2,067,177			$	1,331,995			$	1,331,620			$	1,390,312
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.71	%			0.71	%			0.76	%			0.76	%			0.79	%
Expenses, before waivers/reimbursements			0.71	%			0.71	%			0.76	%			0.76	%			0.80	%
Net investment income(b)			3.03	%			2.26	%			1.65	%			2.31	%			1.91	%
Portfolio turnover rate			73	%			86	%			63	%			63	%			69	%

---

		CLASS Z Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	13.41			$	10.42			$	10.43			$	12.43			$	12.72
Income from investment operations
Investment income, net(a)(b)			0.24				0.15				0.13				0.18				0.18
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(4.22	)			2.98				0.08				(1.20	)			0.02
Total from investment operations			(3.98	)			3.13				0.21				(1.02	)			0.20
Less dividends and distributions:
Dividends from net investment income			(0.27	)			(0.14	)			(0.22	)			(0.22	)			(0.17	)
Distributions from net realized gain on investment transactions			(0.23	)			0				0				(0.76	)			(0.32	)
Total dividends and distributions			(0.50	)			(0.14	)			(0.22	)			(0.98	)			(0.49	)
Net asset value, end of period		$	8.93			$	13.41			$	10.42			$	10.43			$	12.43
Total return(d)			(30.81	)%			30.22	%			1.91	%			(7.70	)%			1.54	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	300,821			$	502,324			$	398,208			$	400,566			$	427,851
Average net assets (000 omitted)		$	418,569			$	478,856			$	388,053			$	396,772			$	424,411
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			1.07	%			1.07	%			1.08	%			1.10	%			1.10	%
Expenses, before waivers/reimbursements			1.07	%			1.07	%			1.08	%			1.10	%			1.10	%
Net investment income(b)			2.03	%			1.22	%			1.29	%			1.75	%			1.36	%
Portfolio turnover rate			50	%			48	%			58	%			46	%			81	%

---

		CLASS Z Year Ended September 30,
		2022				2021				2020				2019				2018
Net asset value, beginning of period		$	15.31			$	10.42			$	10.82			$	12.96			$	12.24
Income from investment operations
Investment income, net(a)(b)			0.05				0.01				0.05				0.05				0.03
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions			(3.03	)			4.95				(0.39	)			(1.37	)			1.44
Contributions from affiliates			0.00	(c)			0				0				0				0
Total from investment operations			(2.98	)			4.96				(0.34	)			(1.32	)			1.47
Less dividends and distributions:
Dividends from net investment income			(0.02	)			(0.07	)			(0.06	)			(0.03	)			(0.04	)
Distributions from net realized gain on investment transactions			(0.89	)			0				0				(0.79	)			(0.71	)
Total dividends and distributions			(0.91	)			(0.07	)			(0.06	)			(0.82	)			(0.75	)
Net asset value, end of period		$	11.42			$	15.31			$	10.42			$	10.82			$	12.96
Total return(d)(e)			(20.95	)%			47.70	%			(3.23	)%			(9.80	)%			12.69	%
Ratios/Supplemental Data
Net assets, end of period (000 omitted)		$	111,941			$	164,837			$	116,488			$	192,161			$	211,869
Average net assets (000 omitted)		$	144,065			$	155,037			$	182,516			$	190,252			$	193,253
Ratio to average net assets of:
Expenses, net of waivers/reimbursements			0.87	%			0.87	%			0.87	%			0.87	%			0.86	%
Expenses, before waivers/reimbursements			0.87	%			0.87	%			0.87	%			0.87	%			0.86	%
Net investment income(b)			0.39	%			0.10	%			0.46	%			0.46	%			0.25	%
Portfolio turnover rate			34	%			40	%			88	%			61	%			102	%

(e)	Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the performance for the Small Cap Core Portfolio for the year ended September 30, 2021 by 0.01%.

---

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	500.00				$	10,500.00				$	108.15				$	10,391.85
2				10,391.85					519.59					10,911.44					113.48					10,797.96
3				10,797.96					539.90					11,337.86					117.91					11,219.95
4				11,219.95					561.00					11,780.95					122.52					11,658.43
5				11,658.43					582.92					12,241.35					127.31					12,114.04
6				12,114.04					605.70					12,719.74					132.29					12,587.45
7				12,587.45					629.37					13,216.82					137.45					13,079.37
8				13,079.37					653.97					13,733.34					142.83					13,590.51
9				13,590.51					679.53					14,270.04					148.41					14,121.63
10				14,121.63					706.08					14,827.71					154.21					14,673.50
Total								$	5,978.06									$	1,304.56

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	485.00				$	10,185.00				$	374.35				$	10,110.65
2				10,110.65					505.53					10,616.18					77.50					10,538.68
3				10,538.68					526.93					11,065.61					80.78					10,984.83
4				10,984.83					549.24					11,534.07					84.20					11,449.87
5				11,449.87					572.49					12,022.36					87.76					11,934.60
6				11,934.60					596.73					12,531.33					91.48					12,439.85
7				12,439.85					621.99					13,061.84					95.35					12,966.49
8				12,966.49					648.32					13,614.81					99.39					13,515.42
9				13,515.42					675.77					14,191.19					103.60					14,087.59
10				14,087.59					704.38					14,791.97					107.98					14,683.99
Total								$	5,886.38									$	1,202.39

---

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	478.75				$	10,053.75				$	515.48				$	9,963.27
2				9,963.27					498.16					10,461.43					576.42					9,885.01
3				9,885.01					494.25					10,379.26					571.90					9,807.36
4				9,807.36					490.37					10,297.73					567.40					9,730.33
5				9,730.33					486.52					10,216.85					562.95					9,653.90
6				9,653.90					482.70					10,136.60					558.53					9,578.07
7				9,578.07					478.90					10,056.97					554.14					9,502.83
8				9,502.83					475.14					9,977.97					549.79					9,428.18
9				9,428.18					471.41					9,899.59					545.47					9,354.12
10				9,354.12					467.71					9,821.83					541.18					9,280.65
Total								$	4,823.91									$	5,543.26

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	485.00				$	10,185.00				$	366.20				$	10,118.80
2				10,118.80					505.94					10,624.74					69.06					10,555.68
3				10,555.68					527.78					11,083.46					72.04					11,011.42
4				11,011.42					550.57					11,561.99					75.15					11,486.84
5				11,486.84					574.34					12,061.18					78.40					11,982.78
6				11,982.78					599.14					12,581.92					81.78					12,500.14
7				12,500.14					625.01					13,125.15					85.31					13,039.84
8				13,039.84					651.99					13,691.83					89.00					13,602.83
9				13,602.83					680.14					14,282.97					92.84					14,190.13
10				14,190.13					709.51					14,899.64					96.85					14,802.79
Total								$	5,909.42									$	1,106.63

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	488.75				$	10,263.75				$	324.56				$	10,164.19
2				10,164.19					508.21					10,672.40					103.52					10,568.88
3				10,568.88					528.44					11,097.32					107.64					10,989.68
4				10,989.68					549.48					11,539.16					111.93					11,427.23
5				11,427.23					571.36					11,998.59					116.39					11,882.20
6				11,882.20					594.11					12,476.31					121.02					12,355.29
7				12,355.29					617.76					12,973.05					125.84					12,847.21
8				12,847.21					642.36					13,489.57					130.85					13,358.72
9				13,358.72					667.94					14,026.66					136.06					13,890.60
10				13,890.60					694.53					14,585.13					141.48					14,443.65
Total								$	5,862.94									$	1,419.29

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	478.75				$	10,053.75				$	515.48				$	9,963.27
2				9,963.27					498.16					10,461.43					576.42					9,885.01
3				9,885.01					494.25					10,379.26					571.90					9,807.36
4				9,807.36					490.37					10,297.73					567.40					9,730.33
5				9,730.33					486.52					10,216.85					562.95					9,653.90
6				9,653.90					482.70					10,136.60					558.53					9,578.07
7				9,578.07					478.90					10,056.97					554.14					9,502.83
8				9,502.83					475.14					9,977.97					549.79					9,428.18
9				9,428.18					471.41					9,899.59					545.47					9,354.12
10				9,354.12					467.71					9,821.83					541.18					9,280.65
Total								$	4,823.91									$	5,543.26

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Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	500.00				$	10,500.00				$	74.55				$	10,425.45
2				10,425.45					521.27					10,946.72					77.72					10,869.00
3				10,869.00					543.45					11,412.45					81.03					11,331.42
4				11,331.42					566.57					11,897.99					84.48					11,813.51
5				11,813.51					590.68					12,404.19					88.07					12,316.12
6				12,316.12					615.81					12,931.93					91.82					12,840.11
7				12,840.11					642.01					13,482.12					95.72					13,386.40
8				13,386.40					669.32					14,055.72					99.80					13,955.92
9				13,955.92					697.80					14,653.72					104.04					14,549.68
10				14,549.68					727.48					15,277.16					108.47					15,168.69
Total								$	6,074.39									$	905.70

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	500.00				$	10,500.00				$	112.35				$	10,387.65
2				10,387.65					519.38					10,907.03					116.71					10,790.32
3				10,790.32					539.52					11,329.84					121.23					11,208.61
4				11,208.61					560.43					11,769.04					125.93					11,643.11
5				11,643.11					582.16					12,225.27					130.81					12,094.46
6				12,094.46					604.72					12,699.18					135.88					12,563.30
7				12,563.30					628.17					13,191.47					141.15					13,050.32
8				13,050.32					652.52					13,702.84					146.62					13,556.22
9				13,556.22					677.81					14,234.03					152.30					14,081.73
10				14,081.73					704.09					14,785.82					158.21					14,627.61
Total								$	5,968.80									$	1,341.19

Year		Hypothetical Investment					Hypothetical Performance Earnings					Investment After Returns					Hypothetical Expenses					Hypothetical Ending Investment
1			$	10,000.00				$	500.00				$	10,500.00				$	91.35				$	10,408.65
2				10,408.65					520.43					10,929.08					95.08					10,834.00
3				10,834.00					541.70					11,375.70					98.97					11,276.73
4				11,276.73					563.84					11,840.57					103.01					11,737.56
5				11,737.56					586.88					12,324.44					107.22					12,217.22
6				12,217.22					610.86					12,828.08					111.60					12,716.48
7				12,716.48					635.82					13,352.30					116.17					13,236.13
8				13,236.13					661.81					13,897.94					120.91					13,777.03
9				13,777.03					688.85					14,465.88					125.85					14,340.03
10				14,340.03					717.00					15,057.03					131.00					14,926.03
Total								$	6,027.19									$	1,101.16

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•

Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan

•

Shares purchased by a 529 Plan (does not include 529 Plan units or 529‑specific share classes or equivalents)

•

Shares purchased through a Merrill Lynch affiliated investment advisory program

•

Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non‑advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

•

Shares purchased by third-party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform

•

Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable)

•

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

•

Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

•

Employees and registered representatives of Merrill Lynch or its affiliates and their family members

•

Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in the this prospectus

•

Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front‑end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement

•

Death or disability of the shareholder

•

Shares sold as part of a systematic withdrawal plan as described in the SCB Fund’s and the Bernstein Fund’s prospectus

•

Return of excess contributions from an IRA Account

•

Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code

•

Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch

•

Shares acquired through a right of reinstatement

•

Shares held in retirement brokerage accounts that are exchanged for a lower cost share class due to transfer to a fee‑based account or platforms

•

Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non‑advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers

---

•

Breakpoints as described in this prospectus

•

Rights of Accumulation (“ROA”) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

•

Letters of Intent (“LOI”) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13‑month period of time (if applicable)

•

Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR‑SEPs or Keogh plans

•

Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules

•

Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund

•

Shares purchased through a Morgan Stanley self-directed brokerage account

•

Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program

•

Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front‑end or deferred sales charge

•

Employer-sponsored retirement plans (e.g.,401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR‑SEPs

•

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the same fund family)

•

Shares exchanged from Class C shares of the same fund in the month of or following the 7‑year anniversary of the purchase date. To the extent that this Prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares or conversion of Class C shares following a shorter holding period, that waiver will apply

•

Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members

•

Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step‑son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant

•

Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front‑end or deferred sales load (i.e. Rights of Reinstatement)

---

•

Shares purchased in an investment advisory program

•

Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions

•

Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James

•

Shares purchased from the proceeds of redemptions within the same fund family, provided that (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front‑end or deferred sales load (known as Rights of Reinstatement)

•

A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James

•

Death or disability of the shareholder

•

Shares sold as part of a systematic withdrawal plan as described in the Portfolio’s prospectus

•

Return of excess contributions from an IRA Account

•

Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the Portfolio’s prospectus

•

Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James

•

Shares acquired through a right of reinstatement

•

Breakpoints as described in this prospectus

•

Rights of accumulation (“ROA”) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

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Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13‑month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets

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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

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Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney

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Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front‑end or deferred sales load (i.e., right of reinstatement)

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Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR‑SEPs or Keogh plans

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Shares acquired through a right of reinstatement

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Class C shares that are no longer subject to a CDSC and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures

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Shares sold upon the death or disability of the shareholder

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Shares sold as part of a systematic withdrawal plan as described in the Portfolio’s prospectus

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Shares purchased in connection with a return of excess contributions from an IRA account

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Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching the required age based on applicable rules

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Shares sold to pay Janney fees but only if the transaction is initiated by Janney

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Shares acquired through a right of reinstatement

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Shares exchanged into the same share class of a different fund

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Breakpoints as described in the Portfolio’s prospectus

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Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

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Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13‑month time period. Eligible fund family assets not held at Janney may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets

*	Also, referred to as an “initial sales charge”

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Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan

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Shares purchased by or through a 529 Plan

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Shares purchased through an OPCO affiliated investment advisory program

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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

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Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front‑end or deferred sales load (known as Rights of Reinstatement)

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A shareholder in the Portfolio’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Portfolio if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of OPCO

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Employees and registered representatives of OPCO or its affiliates and their family members

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Directors or Trustees of the SCB Fund and the Bernstein Fund, and employees of the SCB Fund’s and the Bernstein Fund’s investment adviser or any of its affiliates, as described in the prospectus

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Death or disability of the shareholder

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Shares sold as part of a systematic withdrawal plan as described in the Portfolio’s prospectus

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Return of excess contributions from an IRA Account

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Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the prospectus

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Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO

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Shares acquired through a right of reinstatement

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Breakpoints as described in the prospectus

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ROA which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

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Breakpoint pricing, otherwise known as volume pricing, at dollar thresholds as described in the prospectus.

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The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except certain money market funds and any assets held in group retirement plans) of AB Mutual Funds held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). If grouping assets as a shareholder, this includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the ROA calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge.

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The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level.

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ROA is determined by calculating the higher of cost or market value (current shares x NAV).

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Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13‑month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13‑month period to calculate the front‑end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13‑month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met.

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If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.

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Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures.

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Shares purchased in an Edward Jones fee‑based program.

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Shares purchased through reinvestment of capital gains distributions and dividend reinvestment.

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Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met:

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Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the Prospectus.

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Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones.

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The death or disability of the shareholder.

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Systematic withdrawals with up to 10% per year of the account value.

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Return of excess contributions from an Individual Retirement Account (IRA).

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Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations.

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Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones.

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Shares exchanged in an Edwards Jones fee‑based program.

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Shares acquired through NAV reinstatement.

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Shares redeemed at the discretion of Edward Jones for Minimum Balances, as described below.

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Initial purchase minimum: $250

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Subsequent purchases minimum: none

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Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:

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A fee‑based account held on an Edward Jones platform

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A 529 account held on an Edward Jones platform

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An account with an active systematic investment plan or LOI

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At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund to Class A shares of the same fund

•

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund

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Shares purchased by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird

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Shares purchased from the proceeds of redemptions from another AB Mutual Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front‑end or deferred sales charge (known as rights of reinstatement)

•

A shareholder in the Portfolio’s Class C shares will have their shares converted at net asset value to Class A shares of the Portfolio if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Baird

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Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR‑SEPs

•

Shares sold due to death or disability of the shareholder

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Shares sold as part of a systematic withdrawal plan as described in the Portfolio’s prospectus

•

Shares bought due to returns of excess contributions from an IRA account

•

Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the required age based on applicable rules

•

Shares sold to pay Baird fees but only if the transaction is initiated by Baird

•

Shares acquired through a right of reinstatement

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Breakpoints as described in the prospectus

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Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of AB Mutual Fund assets held by accounts within the purchaser’s household at Baird. Eligible AB Mutual Fund assets not held at Baird may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets

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Letters of Intent (LOI) allow for breakpoint discounts based on anticipated purchases of AB Mutual Funds through Baird, over a 13‑month period of time

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Class C shares that have been held for more than seven (7) years will be converted to Class A shares of the same Portfolio pursuant to Stifel’s policies and procedures

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Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge are systematically converted to the Class A shares of the same fund pursuant to USBI’s share class exchange policy

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ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS

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STATEMENT OF ADDITIONAL INFORMATION (SAI)

By Mail:		c/o AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003
By Phone:		For Information: (800) 221‑5672 For Literature: (800) 227‑4618
On the Internet:		www.abfunds.com

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Reports and other information about the Portfolios are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.

•

Copies of the information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.

Fund		SEC File No.
Sanford C. Bernstein Fund, Inc.				811‑05555
Bernstein Fund, Inc.				811‑23100